DISCLAIMER – IMPORTANT

ELECTRONIC VERSIONS OF THE INFORMATION AND MATERIALS YOU ARE SEEKING TO ACCESS, TO WHICH THIS GATEPOST GIVES ACCESS, ARE BEING MADE AVAILABLE ON THIS WEBSITE BY WANDISCO PLC (THE “COMPANY”) 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, THE COMMONWEALTH OF AUSTRALIA, ITS TERRITORIES AND POSSESSIONS, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR SWITZERLAND, 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.

The information and materials you are seeking to access do not constitute or form a part of any offer to sell, or a solicitation of an offer to purchase or subscribe for, any securities of the Company in the United States (including any state, possession or territory) or any other jurisdiction where it is unlawful to do so. 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 “US Securities Act”), or under any applicable securities laws of any state, province, possession, territory, county or jurisdiction of the United States, Australia, Canada or Japan. Such securities may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as defined in Regulation S under the US Securities Act) unless registered under the US Securities Act or pursuant to an exemption from, or in a transaction not subject to, such registration. Further, 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, 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 of the Company in the United States.

The information and materials you are seeking access to are only addressed to and directed at persons in member states of the European Economic Area (“EEA”) who are “qualified investors” within the meaning of Article 2(E) of the prospectus regulation 2017/1129 ("Prospectus Regulation") (and any amendments thereto) (“Qualified Investors”). In addition, in the United Kingdom, the materials are being distributed only to, and are directed at Qualified Investors who (a) fall within the definition of "investment professionals" within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (b) are high net worth entities, and other persons as described in Article 49(2)(a) to (d) of the Order or, otherwise to persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”). Any investment or investment activity to which these materials relates are available only to Relevant Persons in the United Kingdom and Qualified Investors in any member state of the EEA other than the United Kingdom, and will be engaged in only with such persons.

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 to any US persons or in or into the United States, Australia, Canada, 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 to any US persons or in, or into the United States, Australia, Canada, Japan, or any other jurisdiction in which such offers or sales are unlawful.

Confirmation of understanding and acceptance of disclaimer

By clicking “I CONFIRM” below, you:

(i)        confirm that you have read and understood the disclaimer set out above, that you understand that it may affect your rights, that you agree to be bound by its terms and that you confirm that you are permitted to proceed to this part of the website;

(ii)        certify that you are not a US person (as defined in Regulation S of the US Securities Act) or a resident of or located in the United States or a person acting on behalf of the foregoing and agree that you will not retransmit, send or otherwise transfer any of the information contained on this website to any US person or person in or resident in the United States; and

(iii) warrant that you are not a resident of or located in Australia, Canada or Japan or any other jurisdiction where accessing these materials is unlawful, and you agree that you will not retransmit, send or otherwise transfer any of the information contained on this website to any person in Australia, Canada, Japan or any other jurisdiction where to do so would breach applicable local law or regulation.

PLEASE NOTE that 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 access to this area of the website.

Wandisco Plc does not accept any responsibility for any contravention of applicable securities laws and regulations by individuals as a result of false information provided by such individuals.

3497099 v2