The information contained in this section of this website (a) is only intended for, and may only be accessed by, or distributed or disseminated, directly or indirectly, in whole or in part, to (i) "qualified institutional buyers" (as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the "Securities Act")) ("QIBs") or (ii) persons resident and 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, Australia, Hong Kong or Japan, and resident and physically present in a jurisdiction where to do so will not constitute a violation of the local securities laws or regulations of such jurisdiction, and (b) does not constitute an offer to sell or the solicitation of an offer to buy or acquire any securities of the Company in the United States, Canada, Australia, Hong Kong, Japan, or any other jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction.
The shares of Pexip Holding ASA (the "Company") referred to in this section of the website (the "Shares") have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state of the United States for offer or sale as part of their distribution and may not be offered or sold within the United States except pursuant to an 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 the Shares in the United States. Any Shares 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 Shares have not been and will not be registered under the applicable securities laws of Canada, Australia, Hong Kong, Japan, 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 to or for the account or benefit of any person having a registered address in, or located or resident in, Canada, Australia, Hong Kong, Japan or any other jurisdiction in which it would be unlawful or would require registration or other measures.
Any investment or investment activity to which this information relates is available only to, and will be engaged in only with, persons who (i) are outside the United Kingdom, (ii) are investment professionals falling within Article 19(5) of the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be engaged with, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as "relevant persons"). The Shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on these documents or any of their contents.
The information and documents on this portion of the website are advertisements and do not constitute a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (such Regulation, together with any amendments thereto and any applicable implementing measures in the relevant home Member State under such Regulation, the "EU Prospectus Regulation").
In any EEA Member State that has implemented the US Prospectus Regulation, the information and documents on this portion of the website are only addressed to and are only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation.
Access to the information contained on this portion of the website may be illegal in certain jurisdictions, and only certain categories of persons may be authorized to access such information and documents. All persons who wish to have access to the documents contained in this section of the website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this section of the website, or require registration or approval for any acquisition of securities by them. No such registration or approval has been or will be obtained. Neither the Company nor the Managers (or any of their affiliates) assumes any responsibility if there is a violation of applicable law and regulations by any person.
I therefore certify that:
1. I am a QIB in the United States or am a resident and physically present in a country outside the United States, Australia, Canada, Hong Kong Special and Japan;
2. I am authorized to access the information and documents contained on this part of the website without being subject to any legal restrictions and without further actions required by the Company; and
3. I have read, understand and agree to comply with all of the restrictions set forth above.
