Strategic Review / Rule 26 Disclosure

Disclaimer

THE SECTION OF THE WEBSITE YOU ARE SEEKING TO ACCESS (THE “WEB PAGE”) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION PUBLISHED BY THE COMPANY AND OTHER PARTIES RELATING TO THE REVIEW OF STRATEGIC PARTNERSHIP OPTIONS AND LAUNCH OF A FORMAL SALES PROCESS (“FSP”) IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS. ACCESS TO THIS AREA OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS AREA OF THE WEBSITE. THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH CONSENT OR OTHER FORMALITY WHICH GFINITY PLC (“GFINITY” or “THE COMPANY”) REGARDS AS UNDULY ONEROUS.

The information contained in this website is made available in good faith and for information purposes only and is subject to the terms and conditions set out below. In particular, the information contained in this website does not constitute an offer to sell or otherwise dispose of or any invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

Access to the website

If you would like to view this area of the website, please read this notice carefully. This notice applies to all persons who view this area of the website and, depending on where you are located, may affect your rights or responsibilities. Gfinity reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this area of the website. In addition, the contents of this area of the website may be amended at any time in whole or in part at the sole discretion of Gfinity.

Overseas persons

As a consequence of legal restrictions, the release, publication or distribution of information contained on this area of the website in certain jurisdictions or to certain persons may be restricted or unlawful. All persons resident or located outside of the United Kingdom who wish to view this area of the website must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. If you are resident or located in a country that renders the accessing of this area of the website or parts thereof illegal, whether or not subject to making certain notifications or taking other action, you should not view this area of the website.

It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are in any doubt, you should not continue to seek to access this area of the website.

You should not forward, transmit or show the announcements, information or documents contained in this area of the website to any person. In particular, you should not forward or transmit the announcements, information or documents contained therein to any jurisdiction where it would be unlawful to do so.

Forward looking statements

The information (including information incorporated by reference) and documents on the Web Page may contain statements which are, or may be deemed to be, “forward-looking statements” which are prospective in nature. All statements, other than statements of historical fact, may be forward-looking statements. They are based on current expectations and projections about future events and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.  Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as “plans”, “expects”, “is expected”, “is subject to”, “budget”, “pro forma”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes”, “targets”, “aims”, “projects” or words or terms of similar substance or the negative thereof, as well as variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved.  Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

Among other things, the information (including information incorporated by reference) and documents on the Web Page may contain forward-looking statements regarding the FSP and may include statements about expected future earnings, revenues and cost savings and other such items, based on the Company’s plans, estimates and projections. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those predicted in any such forward-looking statements. Such factors include, but are not limited to, the possibility that the FSP will be discontinued, general business and economic conditions globally, industry trends, competition, changes in government and other regulation, changes in political and economic stability, disruptions in business operations due to reorganisation activities, interest rate and currency fluctuations, the failure to satisfy the conditions of an offer relating to the FSP if and when implemented (including approvals or clearances from regulatory and other agencies and bodies) on a timely basis or at all.

All forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements.  Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as at the date that they were made.  The Company and its members, directors, officers, employees, advisers, agents and representatives expressly disclaim any intention or obligation to update or revise any forward-looking or other statements contained in the information available on the Web Page, whether as a result of new information, future events or otherwise, except as required by applicable law or regulation.

Neither the Company, nor any of its members, directors, officers, employees, advisers, agents or representatives, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in the information available on the Web Page will actually occur.

No forward-looking or other statements have been reviewed by the auditors of the Company, unless otherwise explicitly stated.  All subsequent oral or written forward-looking statements attributable to the Company, or any of its members, directors, officers, employees, advisers, agents or representatives, are expressly qualified in their entirety by the cautionary statement above.

No statement contained or referred to on the Web Page is intended to be a profit forecast, unless otherwise explicitly stated.

Responsibility

In relation to any document, announcement or information contained in the Web Page, the only responsibility accepted by the directors of Gfinity (the “Responsible Persons“) is for the correctness and fairness of its reproduction or presentation, unless the responsibility statement in any relevant document expressly provides otherwise.

None of the Responsible Persons, Gfinity or its affiliated companies have reviewed, and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked the Web Page by a third party.

The documents included in the Web Page speak only at the specified date of the relevant document and neither Gfinity nor any of its affiliated companies has or accepts any responsibility or duty to update such documents (other than to the extent such duty arises as a matter of law).

If you are in any doubt about the contents of the Web Page or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.

No profit forecast

Save as otherwise expressly stated in any relevant information, no statement in any document contained in this area of the website is intended as a profit forecast or a profit estimate for any period and no statement in any document contained in this area of the website should be interpreted to mean that the earnings or earnings per share of Gfinity or any of its affiliates for current or future financial years will necessarily match or exceed the historical published earnings per share for Gfinity.

THE DOCUMENTS IN THE WEB PAGE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.

Electronic versions of these materials are not directed at or accessible by persons resident in any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

This notice shall be governed by, and interpreted in accordance with, English law.

Confirmation of understanding and acceptance of disclaimer

·            I certify that I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of this area of the website or parts thereof illegal.

·           I agree that I will not forward, transfer or distribute (by any means including by electronic transmission) any documents included in this area of the website either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation.

·           I represent and warrant to Gfinity that I intend to access this area of the website for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights or responsibilities.

·           I agree to be bound by the terms of this notice.