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Disclaimer

DISCLAIMER - IMPORTANT

ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY SHAFTESBURY PLC IN GOOD FAITH AND ARE FOR INFORMATION PURPOSES ONLY.

THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS LOCATED IN OR RESIDENT IN (OR ORGANISED OR INCORPORATED UNDER THE LAWS OF) THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE THE EXTENSION OF AVAILABILITY OF THE MATERIALS TO WHICH YOU ARE SEEKING ACCESS WOULD BREACH ANY APPLICABLE LAW OR REGULATION. USERS OF THE WEBSITE ARE REQUESTED TO INFORM THEMSLEVES ABOUT AND OBSERVE ANY SUCH RESTRICTIONS.

The materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada, Japan or any jurisdiction in which such offers or sales are unlawful. Any securities issued in connection with an offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act), or under any applicable securities laws of any state, province, territory, county or other jurisdiction of the United States, Australia, Canada or Japan. Accordingly, unless an exemption under relevant securities laws is applicable, any such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the United States, Australia, Canada or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction. There will be no public offer of securities in the United States.

In the member states of the European Economic Area (the “EEA”), these materials are only addressed and distributed to and directed at persons who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation (Regulation 2017/1129/EU) (“Qualified Investors”). In the United Kingdom, these materials are only addressed and distributed to and directed at persons that (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" contained in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"),  (ii)  are persons falling within article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order, (iii) are persons falling within article 43(2)(a) to (d) (members of the Company, persons entitled to a relevant investment which is issued or to be issued by the Company etc.) of the Order or (iv) fall within another exemption to the Order (all such persons in (i) through (iv) above together being referred to as "Relevant Persons"). These materials must not be acted or relied upon by, and no investment will be made available to nor any investment activity will be engaged in with, (i) in the United Kingdom, persons who are not Relevant Persons, and (ii) in any other EEA member state, persons who are not Qualified Investors. By accessing these materials, each recipient is deemed to confirm, represent and warrant that they are (i) in the United Kingdom, a Relevant Person and (ii) in any other EEA member state, a Qualified Investor.

Pursuant to Article 8(2) of the Control of Borrowing (Jersey) Order 1958, as amended, provided that the number of persons in Jersey to whom any offer for subscription, sale or exchange of securities contained in the materials is communicated does not exceed 50, no Jersey regulatory consent is required in connection with such an offer and accordingly, the Jersey Financial Services Commission has not reviewed the materials and therefore it takes no responsibility for the financial soundness of Shaftesbury PLC or any correctness of any statement made, or opinions expressed herein.

The materials do not constitute a prospectus within the meaning of the Swiss Financial Services Act and the securities referred to in the materials must not be offered in Switzerland, except pursuant to and in accordance with an exemption from the prospectus requirement of the Swiss Financial Services Act, and only in compliance with all other applicable Swiss laws and regulations.

This materials are not, and under no circumstances are to be construed as, a prospectus, an advertisement or a public offering of securities in Canada. No Canadian securities regulatory authority has expressed an opinion about the materials and it is an offence to claim otherwise.

If you are not permitted to view materials on this website or are in any doubt as to whether you are permitted to view these materials, please exit this webpage. These materials must not be released or otherwise forwarded, distributed or sent in or into the United States, Australia, Canada or Japan or any jurisdiction in which such offers or sales are unlawful. Persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from the United States, Australia, Canada or Japan.

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

Confirmation of understanding and acceptance of disclaimer

I confirm that I am permitted to proceed to electronic versions of the materials on this website.

I represent and warrant that I am not located in or resident in, nor is the partnership or corporation on whose behalf I am accessing the website organised or incorporated under the laws of the United States, Australia, Canada or Japan or any other jurisdiction where accessing these materials is unlawful, and I agree that I will not transmit or otherwise send any materials contained in this website (by any means including by electronic transmission)  to any person located in or resident in (or organised or incorporated under the laws of) the United States, Australia, Canada or Japan or any other jurisdiction, where to do so would breach applicable local law or regulation.

I have read and understood this notice and I agreed to be bound by its terms. I understand that it may affect my rights or responsibilities.

If you are not able to give the above confirmations or are in any doubt as to whether you are permitted to do so, you must click 'Decline' below and seek independent advice.

DISCLAIMER - IMPORTANT

You have indicated that you are located in Canada, Japan or the Australian External Territories. These materials are not intended for, directed at or accessible by persons located in Canada, Japan or the Australian External Territories. However, persons located in Canada, Japan or the Australian External Territories who make the below certification can access these materials. Please read the certification below carefully. If you cannot make the below certification, please exit this page.

Certification

We represent and warrant that:

i)               we are a shareholder of Shaftesbury PLC; and

ii)              we have the written authorisation of Shaftesbury PLC to access the website, only for the purpose of reviewing the Notice of General Meeting.

We undertake that we shall only access the Notice of General Meeting.

By clicking “I AGREE” below, you are certifying that the certification provided is accurate and that you would like to access the materials. You agree that the materials you receive are for your own use and will not be distributed to any person outside of your organisation. 

 

IMPORTANT INFORMATION

You have indicated that you are located in Australia. These materials are not intended for, directed at or accessible by persons located in the Australia. However, persons located in Australia who make either of the below certifications can access these materials. Please read the certifications below carefully and provide the information requested in order to receive these materials. If you cannot make either of the below certifications, please exit this page.

Certifications

First Certification

We acknowledge that:

                        i.         the materials are made available in accordance with ASIC Corporations (Definition of Approved Foreign Market) Instrument 2017/669 and ASIC Corporations (Foreign Rights Issues) Instrument 2015/356 (to the extent they are applicable to the materials);

                       ii.         the materials are not a prospectus or product disclosure statement or otherwise a disclosure document for the purposes of Chapter 6D or Part 7.9 of the Australian Corporations Act 2001 (Cth) ("Corporations Act") and are not required to, and do not contain all the information which would be required in a disclosure document under the Corporations Act;

                     iii.         the materials will not be lodged with the Australian Securities and Investments Commission;

                     iv.         the materials do not constitute an offer, or an invitation to purchase or subscribe for securities except to the extent that such an offer or invitation would be permitted under Chapter 6D or Part 7.9 of the Corporations Act (as modified by ASIC Corporations (Definition of Approved Foreign Market) Instrument 2017/669 and ASIC Corporations (Foreign Rights Issues) Instrument 2015/356) without the need for a lodged prospectus or product disclosure statement; and

                       v.         the provision of, and information in, the materials does not constitute an offer or an invitation to purchase or subscribe for securities to any person to whom such offer or invitation would be unlawful.”

We represent and warrant that we are a "sophisticated investor" (within the meaning of section 708(8) of the Corporations Act) or a "professional investor" (within the meaning of section 708(11) of the Corporations Act), or otherwise may be offered or issued securities without requiring a disclosure document.

OR

Second Certification

We represent and warrant that:

                        i.         we are a shareholder of Shaftesbury PLC; and

                       ii.         we have the written authorisation of Shaftesbury PLC to access the website, only for the purpose of reviewing the Notice of General Meeting.

We undertake that we shall only access the Notice of General Meeting.

By clicking “I AGREE” below, you are certifying that one of the certifications provided is accurate and that you would like to access the materials. You agree that the materials you receive are for your own use and will not be distributed to any person outside of your organisation. If you would like to receive a hard copy of the materials by post, they can be obtained by sending an e-mail message making either of the above certifications and your mailing address to investor.relations@shaftesbury.co.uk

IMPORTANT INFORMATION

You have indicated that you are located in the United States. These materials are not intended for, directed at or accessible by persons located in the United States. However, persons located in the United States who make either of the below certifications can access these materials. Please read the certifications below carefully and provide the information requested in order to receive these materials, if required. If you cannot make either of the below certifications, please exit this page.

Certifications

First Certification

“We are a “qualified institutional buyer” (a “QIB”) as defined in Rule 144A (“Rule 144A”) under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). Further, if we are acting as a fiduciary or agent for one or more investor accounts, (a) each such account is a QIB, (b) we have investment discretion with respect to each account, and (c) we have full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account.

We acknowledge that the materials relate to a transaction that is not subject to, or is only available in the United States pursuant to an exemption from, the registration requirements of the U.S. Securities Act.”

Please fill in all fields below. All fields are mandatory if you are providing the First Certification.

 

OR

Second Certification

We represent and warrant that:

                        i.         we are a shareholder of Shaftesbury PLC; and

                       ii.         we have the written authorisation of Shaftesbury PLC to access the website, only for the purpose of reviewing the Notice of General Meeting.

We undertake that we shall only access the Notice of General Meeting.

By clicking “I AGREE” below, you are certifying that one of the certifications, and any information provided, is accurate and that you would like to access the materials. You agree that the materials you receive are for your own use and will not be distributed to any person outside of your organisation. If you would like to receive a hard copy of the materials by post, they can be obtained by sending an e-mail message making either of the above certifications and your mailing address to investor.relations@shaftesbury.co.uk.

Your data will be held by Shaftesbury PLC and processed only to ensure our compliance with applicable regulations.

IMPORTANT INFORMATION

You have indicated that you are located in Australia. These materials are not intended for, directed at or accessible by persons located in the Australia. However, persons located in Australia who make either of the below certifications can access these materials. Please read the certifications below carefully and provide the information requested in order to receive these materials. If you cannot make either of the below certifications, please exit this page.

Certifications

First Certification

We acknowledge that:

                        i.         the materials are made available in accordance with ASIC Corporations (Definition of Approved Foreign Market) Instrument 2017/669 and ASIC Corporations (Foreign Rights Issues) Instrument 2015/356 (to the extent they are applicable to the materials);

                       ii.         the materials are not a prospectus or product disclosure statement or otherwise a disclosure document for the purposes of Chapter 6D or Part 7.9 of the Australian Corporations Act 2001 (Cth) ("Corporations Act") and are not required to, and do not contain all the information which would be required in a disclosure document under the Corporations Act;

                     iii.         the materials will not be lodged with the Australian Securities and Investments Commission;

                     iv.         the materials do not constitute an offer, or an invitation to purchase or subscribe for securities except to the extent that such an offer or invitation would be permitted under Chapter 6D or Part 7.9 of the Corporations Act (as modified by ASIC Corporations (Definition of Approved Foreign Market) Instrument 2017/669 and ASIC Corporations (Foreign Rights Issues) Instrument 2015/356) without the need for a lodged prospectus or product disclosure statement; and

                       v.         the provision of, and information in, the materials does not constitute an offer or an invitation to purchase or subscribe for securities to any person to whom such offer or invitation would be unlawful.”

We represent and warrant that we are a "sophisticated investor" (within the meaning of section 708(8) of the Corporations Act) or a "professional investor" (within the meaning of section 708(11) of the Corporations Act), or otherwise may be offered or issued securities without requiring a disclosure document.

OR

Second Certification

We represent and warrant that:

                        i.         we are a shareholder of Shaftesbury PLC; and

                       ii.         we have the written authorisation of Shaftesbury PLC to access the website, only for the purpose of reviewing the Notice of General Meeting.

We undertake that we shall only access the Notice of General Meeting.

By clicking “I AGREE” below, you are certifying that one of the certifications provided is accurate and that you would like to access the materials. You agree that the materials you receive are for your own use and will not be distributed to any person outside of your organisation. If you would like to receive a hard copy of the materials by post, they can be obtained by sending an e-mail message making either of the above certifications and your mailing address to investor.relations@shaftesbury.co.uk

IMPORTANT INFORMATION

You have indicated that you are located in the United States. These materials are not intended for, directed at or accessible by persons located in the United States. However, persons located in the United States who make either of the below certifications can access these materials. Please read the certifications below carefully and provide the information requested in order to receive these materials, if required. If you cannot make either of the below certifications, please exit this page.

Certifications

First Certification

“We are a “qualified institutional buyer” (a “QIB”) as defined in Rule 144A (“Rule 144A”) under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). Further, if we are acting as a fiduciary or agent for one or more investor accounts, (a) each such account is a QIB, (b) we have investment discretion with respect to each account, and (c) we have full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account.

We acknowledge that the materials relate to a transaction that is not subject to, or is only available in the United States pursuant to an exemption from, the registration requirements of the U.S. Securities Act.”

Please fill in all fields below. All fields are mandatory if you are providing the First Certification.

OR

Second Certification

We represent and warrant that:

                        i.         we are a shareholder of Shaftesbury PLC; and

                       ii.         we have the written authorisation of Shaftesbury PLC to access the website, only for the purpose of reviewing the Notice of General Meeting.

We undertake that we shall only access the Notice of General Meeting.

By clicking “I AGREE” below, you are certifying that one of the certifications, and any information provided, is accurate and that you would like to access the materials. You agree that the materials you receive are for your own use and will not be distributed to any person outside of your organisation. If you would like to receive a hard copy of the materials by post, they can be obtained by sending an e-mail message making either of the above certifications and your mailing address to investor.relations@shaftesbury.co.uk.

Your data will be held by Shaftesbury PLC and processed only to ensure our compliance with applicable regulations.