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DISCLAIMER - IMPORTANT

Offer for PROACTIS Holdings plc (the "Company" OR “PROACTIS”) (the "Offer").

ACCESS TO THIS THIS SECTION OF THE WEBSITE (THIS "MICROSITE") MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS 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 MICROSITE. THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT FOR PROACTIS TO COMPLY WITH ANY GOVERNMENTAL CONSENT, REGISTRATION, FILING OR OTHER FORMALITIES WHICH PROACTIS REGARDS AS UNDULY ONEROUS (A "RESTRICTED JURISDICTION").

THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (TOGETHER, THE "INFORMATION") PUBLISHED BY PROACTIS AND OTHER PARTIES TO THE OFFER RELATING TO THE OFFER.  THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

If you would like access to the Information please read this notice carefully – it applies to all persons who view this Microsite and, depending on where you live, it may affect your rights or responsibilities. The Company 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 Microsite.  In addition, the contents of this Microsite may be amended at any time in whole or in part at the sole discretion of the Company and you will receive no notification from the Company in this event.

1.    Basis of access

The Information is not intended to, and does not, constitute or form any part of an offer to sell or otherwise dispose of or an invitation or the solicitation of an offer to purchase or otherwise acquire any securities, or the solicitation of a vote or approval pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

The Information speaks only at the date of the relevant document or announcement and the Company has, and accepts, no responsibility or duty to update any Information (other than to the extent such duty arises as a matter of law or regulation).

If you are in doubt about the contents of this Microsite or the action you should take, you should seek advice from an independent financial adviser authorised and regulated in the United Kingdom by the Financial Conduct Authority or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser as to the suitability of any action.

The Information contained in this Microsite is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by the Company.

2. Responsibility

In relation to any Information contained in this Microsite, the only responsibility accepted by the Company and its directors is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.

Neither the Company nor any of its directors has reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any Information contained on any other website which may be linked to this Microsite by a third party.

3. Overseas persons

The Information is not for publication or distribution, directly or indirectly, in or into any Restricted Jurisdiction.  Accordingly, viewing the Information may not be lawful if you are resident or located in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of person may be allowed to view such materials.  Any person resident or located outside the United Kingdom who wishes to view the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.

Similarly, the Information is not being, and must not be, released or otherwise forwarded, distributed or sent in or into a Restricted Jurisdiction and persons receiving such Information (including custodians, nominees and trustees) must not distribute or send it in, into or from a Restricted Jurisdiction.

If you are not resident or located in a Restricted Jurisdiction, you may access the Information but you are responsible for first satisfying yourself as to the full observance of the laws and regulatory requirements of your jurisdiction.

By clicking "CONFIRM" below, you represent that you are not a national of, or resident in, a Restricted Jurisdiction and that the Company is lawfully entitled to make the content of any Information available to you under applicable laws (including applicable securities laws).  If you are unable to give this representation, do not view the Information.

If you are not permitted to view the Information, or are in any doubt as to whether you are permitted to do so, please immediately exit this Microsite and seek independent advice.  The Company, its officers and employees and its advisers do not and will not assume any responsibility for any violation by any person of any of these restrictions.

This Microsite contains Information that has been prepared for the purposes of complying with English law and the UK City Code on Takeovers and Mergers and the Information disclosed may not be the same as that which would have been disclosed if the Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.

4. Additional information for persons in the United States of America

The Offer relates to the shares of a UK company and is subject to UK procedural and disclosure requirements that are different from those of the United States of America (the United States or US). Any financial statements or other financial information included in this Microsite may have been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. It may be difficult for US holders of shares to bring legal actions or enforce their rights and any claims they may have arising under the US federal securities laws in connection with the Offer. US holders of shares may not be able to sue Proactis and/or Pollen Street Capital Limited (the Offeror) or their officers or directors in a non-US court for violations of the US securities laws.
 
Any securities to be issued by the Offeror as consideration in the Offer (the Offeror Securities) have not been, and will not be, registered under the US Securities Act of 1933, as amended (the US Securities Act), or under the laws of any state of other jurisdiction of the United States, and may only be offered, sold or resold in the United States in reliance on an exemption from the registration requirements of the US Securities Act.
 
The Offer may be implemented by way of a scheme of arrangement provided for under English company law (a Scheme). A transaction effected by means of a Scheme is not subject to the tender offer rules under the US Securities Exchange Act of 1934, as amended (the US Exchange Act), and the offer of any Offeror Securities as consideration is exempt from the registration requirements of the US Securities Act. If the Offer is effected by way of a Scheme, any Offeror Securities would be expected to be issued to shareholders of Proactis in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. In addition, Offeror Securities will not be registered under any US state securities laws and may only be issued to persons resident in a state pursuant to an exemption from the registration requirements of the securities law of such state. Alternatively, the Offer may be implemented by way of a takeover offer. If the Offeror exercises its right to implement the Offer by way of a takeover offer, it is expected that such offer will be made in compliance with all applicable US tender offer and securities laws and regulations, including the exemptions therefrom.
 
Nothing in this Microsite shall be deemed an acknowledgement that any filing with the US Securities and Exchange Commission is required or that an offer requiring registration under the US Securities Act may ever occur in connection with the Offer.
 
5. Forward‑looking statements

The Information may contain certain "forward‑looking statements" regarding the financial position, business strategy or plans for future operations of the Company, the Offeror and their group of companies. All statements, other than statements of historical fact, included in any document may be forward‑looking statements.  Forward‑looking statements also often use words such as "believe", "expect", "estimate", "intend", "anticipate" and words of a similar meaning.  By their nature, forward‑looking statements involve risk and uncertainty that could cause actual results to differ materially from those suggested by them.  Much of the risk and uncertainty relates to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of the relevant document.  The Company, the Offeror and their directors assume no obligation to, and do not intend to, revise or update any forward‑looking statements, except as required pursuant to applicable law or regulation.

Unless expressly and specifically stated otherwise, no statement on this Microsite is intended to constitute a profit forecast for any period and no statement should be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for the Company.

6. Acceptance of disclaimer

If you are not resident or located in a Restricted Jurisdiction and are able to give the confirmations set out below, please click on "CONFIRM".

7. Confirmation of understanding and acceptance

In order to view the Information, by clicking on the "CONFIRM" box below, you are making the following confirmations and undertakings to the Company:

i.    I have read and understood the notice set out above and agree to be bound by its terms;

ii.    I am a resident of, or located in, the United Kingdom or another jurisdiction into which the distribution of the Information does not constitute a violation of the relevant laws of such jurisdiction and I am not acting on behalf of someone who is resident of, or located in, a Restricted Jurisdiction; and

iii.    I will not copy, forward, transfer or distribute the Information to any person who is resident of, or located in, a Restricted Jurisdiction.

If you are not able to give all of these confirmations (as applicable), you should click on "DECLINE" below and we cannot provide you with the Information or further access to this Microsite.