FORMAL SALE PROCESS IN RELATION TO NANOCO GROUP PLC

Please read the following disclaimer, and signify your approval or disapproval by clicking on the appropriate option at the bottom of the page.

You are attempting to enter the part of its website that Nanoco Group PLC (the “Company”) has designated for the publication of documents and information in connection with the Formal Sale Process (the “FSP”) and any offer to acquire the entire issued share capital of the Company that may result from the FSP (“Offer”). At this stage, there can be no certainty that the FSP will result in an Offer nor as to the terms on which any Offer may be made.

This notice applies to all persons who view this area of the website and, depending on where you are located, 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 area of the website. In addition, the contents of this area of the website may be amended at any time in whole or in part at the sole discretion of the Company.

The information on this part of the Company’s website is being made available to you in good faith and for information purposes only and is subject to the terms and conditions set out below. Any information made available on this part of the website may not be accessed by, downloaded by, forwarded to, transmitted to, or shared with any person either in whole or in part where to do so would or may constitute a breach of any applicable local laws or regulations or would result in a requirement to comply with any consent or other formality which the Company regards as unduly onerous. Any person seeking access to this part of the Company’s website represents and warrants to the Company that they are doing so for information purposes only. If you are a shareholder or holder of options over ordinary shares in the Company you should take no action based on the information available on this part of the website. Any action required by a shareholder or option holder in respect of the FPS or any Offer will only be set out in any documents that may be sent to, or made available to, shareholders and option holders and any decision made by such shareholders or option holders should be made solely on the basis of the information provided in any such documents.

This part of the website and any of the information contained in this part of the website is not intended to and does not constitute or form part of an offer or invitation to purchase or subscribe for, or the solicitation of an offer to sell or otherwise dispose of, any securities. Any Offer (if made) will be communicated to shareholders and option holders solely by means of a formal document made available in due course, which will contain the full terms and conditions of the Offer.

The information contained in this part of the website and the information contained in this part of the website 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 and any offeror.

Overseas Jurisdictions

The release, publication or distribution of any material or information on this part of the website in jurisdictions other than the United Kingdom may be restricted by law and therefore persons viewing this part of the website, and into whose possession any information in this part of the website comes, should inform themselves about, and observe, any applicable restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.

Forward-looking statements

This part of the website and the information contained in this part of the website contain statements which are, or may be deemed to be, “forward-looking statements” which are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as “plans”, “expects” or “does not expect”, “is expected”, “is subject to”, “budget”, “scheduled”, “targets”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Neither the Company, nor any of its associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this part of the website or the information contained in this part of the website will actually occur. You are cautioned not to place undue reliance on these forward-looking statements.

Other than in accordance with its legal or regulatory obligations (including under the UK Listing Rules and the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority), the Company is not under any obligation and the Company expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Not a profit forecast or quantified financial benefit statement

Save as otherwise expressly stated in any relevant information, no statement in this part of the website or the information contained in this part of the website is intended as a profit forecast, a profit estimate or a quantified financial benefit statement within the meaning of Rule 28 of the Takeover Code. No statement in this part of the website or the information contained in this part of the website should be interpreted to mean that the future earnings per share of the Company for current or future financial years will necessarily match or exceed the historical published earnings per share of the Company.

Responsibility

The information published by the Company on this part of its website speaks only at the specified date of the relevant document and the Company has, and accepts, no responsibility or duty to update or revise such information. Please note that this notice and the information may be altered, updated or removed from time to time (in whole or in part), at the sole discretion of the Company, and should be read in full carefully each time you visit this section of the website.

In relation to any announcements or other materials related to an Offer published by or which are accessible on this part of the website, the only responsibility accepted by the Company and its directors is for the correctness and fairness of its reproduction (unless the responsibility statement in any relevant document says otherwise).

Neither the Company nor its directors have 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 or from this section of the website.

You should not download, mail, forward, distribute, send or share any of the information on this part of the website to any person. In particular, you should not download, mail, forward, distribute, link or send the information to any jurisdiction where it would be unlawful to do so.

If you are in any doubt about the contents of this part of the website or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.

Governing law

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 this part of the website and that I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of this area of the website or parts thereof illegal.
  • I agree that I will not forward, transfer or distribute (by any means including by electronic transmission) any documents included in this part of the website either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation.
  • I represent and warrant to the Company that I intend to access this part of the website 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, you should click on “DECLINE” below.