THE CONTENTS OF THIS WEBSITE ARE NOT TO BE INCORPORATED INTO, OR CONSTRUED TO FORM PART OF, ANY OF THE DOCUMENTS INCLUDED HEREIN. EXCEPT AS OTHERWISE EXPLICITLY STATED HEREIN AS APPLICABLE TO THEM, NO INFORMATION INCLUDED ON THIS WEBSITE SHOULD BE USED BY INVESTORS IN FORMING THEIR INVESTMENT DECISION AS TO ANY SECURITIES.

You are requested to review the following information carefully.  

The information contained in this section of the website of Azerion Holding B.V. (the “Company“) is only intended for release, and may only be accessed by, or distributed, disseminated or published, directly or indirectly, in whole or in part, to (i) “qualified institutional buyers” (as defined in Rule 144A under the US Securities Act of 1933, as amended (the “Securities Act“)) (“QIBs“) or (ii) persons resident or physically present outside the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, the “United States“), Canada, South Africa, Australia or Japan or any other jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction. The information contained in this section is not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy or acquire, any ordinary shares or other securities of the Company (the “Securities“) in the United States, Canada, South Africa, Australia or Japan or in any jurisdiction where to do so might be unlawful or constitute a violation of the local securities laws or regulations of such jurisdiction. Potential users of the information contained in this section of the website of the Company are requested to inform themselves about and to observe any such restrictions.

The Securities have not been, and will not be, registered under the Securities Act or any state securities laws in the United States and may not be offered or sold within the United States absent registration or pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of such securities in the United States. Any Securities sold in the United States will be sold only to QIBs in reliance on an exemption from the registration requirements of the Securities Act. Furthermore, the Securities have not been and will not be registered under the applicable securities laws of Australia, Canada, Japan, South Africa, or any other jurisdiction in which it would be unlawful or would require registration or other measures, and therefore may not be offered or sold or for the account or benefit of any person having a registered address in, or located or resident in, Australia, Canada, Japan, South Africa or any other jurisdiction in which it would be unlawful or would require registration or other measures.

Access to the information and documents contained in this section of the website may be illegal in certain jurisdictions, and only certain categories of persons may be authorised to access such information and documents. All persons who wish to have access to the documents contained on this website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this website, or require registration or approval for any acquisition of Securities by them. No action has been taken by the Company that would permit an offer of Securities or the possession or distribution of these materials or any other offering or publicity material relating to such Securities in any jurisdiction where action for that purpose is required. The Company assumes no responsibility if there is a violation of applicable law and regulations by any person attempting to access this information. 

For users located within the European Economic Area

In any member state of the European Economic Area (other than the Netherlands) the information contained in this section of the website is only addressed to and is only directed at persons (i) who are “qualified investors” as defined in the Prospectus Regulation (Regulation (EU) 2017/1129, including any relevant delegated regulations, the “Prospectus Regulation“), or (ii) in accordance with any of the circumstances falling within Article 1(4) of the Prospectus Regulation ((i) and (ii) each an “EU Investor“). The Securities which are referred to herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Securities will be engaged in only with, qualified investors. Any person who is not a qualified investor should not act or rely on this information or any of its contents. 

For users located in the United Kingdom

In addition, in the United Kingdom, the information contained in this section of the website is only addressed to and is only directed at  persons who are “qualified investors” within the meaning of Regulation (EU) No 2017/1129, as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation“) who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order“); or (ii) persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Order (all such persons together being referred to as “Relevant Persons“). This portion of the website and the information contained herein is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this portion of the website and the information contained herein relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

Basis of access

Access to electronic versions of these materials is being made available on this website by the Company in good faith and for information purposes only. Making press announcements and other documents available in electronic format on this website does not constitute an offer to sell or the solicitation of an offer to buy Securities. Furthermore, it does not constitute a recommendation by the Company or any other party to buy or sell Securities.

By clicking on the “I agree” button, you are confirming that you have read and understood this notice, and that you are a person who is permitted under applicable law and regulation to receive information of the kind contained on this website. Furthermore, you are agreeing that the materials you receive are for your own use only and that you will not distribute the materials to any other person.

By clicking “I agree” below, I certify that:

1. I am (i) a QIB in the United States or am resident and physically present in a country outside the United States, Australia, Canada, Japan and South Africa or any other jurisdiction where accessing these materials is unlawful, (ii) if I am a person resident or physically present in a Member State of the European Economic Area (other than the Netherlands), I am an EU Investor, or (iii) if I am a person resident and physically present in the United Kingdom, I am a Relevant Person;
2. I am authorised to access the information and documents on this website without being subject to any legal restriction and without any further action required by the Company; 
3. I agree that I will not transmit or otherwise send any materials contained in this website to any person in the United States, Australia, Canada, Japan, South Africa or any other jurisdiction where to do so would breach applicable local law or regulation; and
4. I have read the foregoing terms and conditions and acknowledge, understand, accept and agree to be bound by them.