Bain Capital

DISCLAIMER - IMPORTANT

Possible offer by funds managed or advised by Bain Capital Private Equity (Europe) LLP or its affiliates (“Bain Capital”) for [Mimir] plc (“[Mimir]”) (the “Possible Offer”)

ACCESS TO THIS AREA OF THE WEBSITE (THE “MICROSITE”) MAY BE RESTRICTED UNDER APPLICABLE 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 THE MICROSITE. 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 OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT FOR BAIN CAPITAL TO COMPLY WITH LEGAL REQUIREMENTS THAT IT REGARDS AS UNDULY ONEROUS.

THE INFORMATION CONTAINED IN THE MICROSITE IS MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY AND IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

You are attempting to enter the Microsite that is designated for the publication of documents and information in connection with the Possible Offer. The information contained in the Microsite 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, or the solicitation of votes pursuant to or in connection with the Possible Offer or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful or would result in a requirement for Bain capital to comply with legal or regulatory requirements that it considers to be unduly onerous.

There can be no certainty that any offer will be made, or as to the terms of any such offer (if made). Any offer by Bain Capital in connection with the Possible Offer would be made solely by means of an offer document or scheme document, which would contain the full terms and conditions of such offer. Any decision in relation to any such offer should be made solely on the basis of the information provided in any such document.

Basis of access

If you wish to view the Microsite, please read this notice carefully. This notice applies to all persons who view the Microsite and, depending on where you are located, may affect your rights or responsibilities. Bain Capital reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit the Microsite.

The information on the Microsite has been prepared for the purposes of complying with the law of England and Wales and the City Code on Takeovers and Mergers, and the information may not be the same as that which would have been disclosed if this information had been prepared in accordance with the laws and regulations of any jurisdiction other than England and Wales.

Persons accessing the Microsite should review and consider these risks and uncertainties when considering the information contained in any document on the Microsite (as well as any other risks identified in such document). Neither Bain Capital nor any of its affiliates nor any of its or their respective employees, directors, officers, agents or advisers, provides any representation, warranty, assurance or guarantee as to the accuracy, completeness or correctness, likelihood of achievement or reasonableness of any forward-looking information contained in any document on the Microsite or that the events, results, performance, achievements or other outcomes expressed or implied in any forwardlooking statements any document on the Microsite will actually occur. Bain Capital cautions readers against reliance on any forward-looking statements contained in any document on the Microsite.

Unless expressly stated, no statement in any document on the Microsite is intended as any kind of forecast (including, without limitation, a profit forecast or a profit estimate), guarantee or prediction of future events or performance and past performance cannot be relied on as a guide to future performance.

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

Confirmation of Understanding and Acceptance of Disclaimer

By clicking on the “ACCEPT” button below, you are making the following confirmations:

  • I certify that I am not (nor do I act on behalf of someone who is) resident or located in any jurisdiction that renders the accessing of the Microsite or parts thereof unlawful.
  • I agree that I will not forward, transfer or distribute (by any means including by electronic transmission) any documents included in the Microsite, either in whole or in part, to any person resident or located in any jurisdiction where such distribution may be restricted by applicable law or regulation.
  • I represent and warrant to Bain Capital that I intend to access the Microsite 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.

If you are not able to give these confirmations (as applicable), we cannot provide you with the information on the site and you should click on the “DECLINE” button below.