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The information available on the following website does not constitute a public offer of securities of any kind.
The legislation of certain countries may restrict the distribution of the information on the following website. The information on the following website or other information related to the notes issued by Kojamo plc (the “Notes”) or its listing may not be distributed in the United States, Australia, Canada, Hong Kong, Japan or Singapore or such other countries or otherwise in such circumstances in which such distribution would be unlawful or require measures other than those required under the laws of Finland.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or with any securities regulatory authority of any state of the United States. The Notes may not be offered or sold, pledged or otherwise transferred directly or indirectly within the United States or to, or for the account or benefit of any U.S. person (as such terms are defined in Regulation S under the Securities Act), except in certain transactions exempt from the registration requirements of the Securities Act. In addition, until 40 days after the commencement of the offering of the Notes, an offer or sale of the Notes within the United States by a dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act.
The information available on the following website is addressed to and directed only at persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000, as amended, does not apply and is solely directed at persons in the United Kingdom who (a) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (b) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc”) of the Order, or (c) other persons to whom it may be lawfully communicated (all such persons together being referred to as “relevant persons”). This information is directed only at relevant persons and any person who is not a relevant person must not act or rely on the information provided.
The information available on the following website is not directed at retail clients (as defined in the Product Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015 of the Financial Conduct Authority of the United Kingdom) in the European Economic Area (“EEA”). The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive 2002/92/EC, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a “distributor”) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.
I have read and understood the foregoing restrictions. I hereby represent and confirm that my domicile is not and I am currently not located in the United States, Australia, Canada, Hong Kong, Japan, Singapore or any other jurisdiction where distribution or publication of the foregoing information is not compliant with local legislation and that I am not a U.S. person.
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