GRK Infra Plc announces the subscription price for its contemplated initial public offering and further information on the listing of its shares on the official list of Nasdaq Helsinki

GRK Infra Plc                      Press release                      20 March 2025

GRK Infra Plc announces the subscription price for its contemplated initial public offering and further information on the listing of its shares on the official list of Nasdaq Helsinki

With reference to its announcement on 11 March 2025 concerning the contemplated initial public offering and listing of shares on the official list of Nasdaq Helsinki Ltd ("Nasdaq Helsinki") (the "Listing"), GRK Infra Plc ("GRK" or the "Company") announces the subscription price for the share issue and share sale by current shareholders of GRK (the "Offering") in connection with its contemplated Listing. GRK has submitted a Finnish language prospectus related to the Offering (the "Finnish Prospectus") for approval by the Finnish Financial Supervisory Authority. The Finnish Financial Supervisory Authority is expected to approve the Finnish Prospectus on or about 20 March 2025. The subscription period for the contemplated Offering is expected to commence on 21 March 2025 at 10:00 a.m. EET.

The Offering in brief

• The Company aims to raise gross proceeds of approximately EUR 30 million by offering preliminarily a maximum of 2,974,408 new shares in the Company (the "New Shares") for subscription (the "Share Issue") (assuming that a maximum of 100,000 New Shares is offered in the Personnel Offering (as defined below)).
• The subscription price for the Offer Shares (as defined below) in the Public Offering and Institutional Offering (as defined below) is EUR 10.12 per Offer Share (the "Subscription Price"). The price per share in the Personnel Offering (as defined below) is 10 per cent lower, i.e., EUR 9.11 per New Share.
• The market capitalisation of the Company after the Offering is approximately EUR 425 million assuming that a maximum number of New Shares is offered and subscribed for in the Offering at the Subscription Price and assuming that the Over-Allotment Option (as defined below) is used in full.
• Furthermore, the largest shareholders of the Company Ilmarinen Mutual Pension Insurance Company, Finnish Industry Investment Ltd, Heikki Haavikko, Keijo Haavikko, Markku Hokkanen, Jouni Karvonen, Risto Laakkonen, Teemu Palosaari, Mikko Parkkinen, Antti Partanen, Antti Saikkonen and Eero Salokangas (the "Principal Shareholders") and certain other shareholders of the Company (the "Other Selling Shareholders", and together with the Principal Shareholders, the "Sellers") will offer for purchase in total a maximum of 6,755,911 existing shares in the Company (the "Sale Shares") (the "Share Sale"). The New Shares (including the personnel shares), the Sale Shares and the Additional Shares (as defined below) are together referred to herein as the "Offer Shares".
• The number of Offer Shares is preliminarily a maximum of 9,730,319 Offer Shares assuming that a preliminary maximum number of New Shares would be subscribed for in the Share Issue, the Sellers sell the maximum number of Sale Shares and the Over-Allotment Option (as defined below) is not used (and 11,189,866 Offer Shares assuming that the Over-Allotment Option is used in full).
• The Offering consists of (i) a public offering to private individuals and entities in Finland (the "Public Offering"), (ii) an institutional offering to institutional investors in Finland and, in accordance with applicable laws, internationally outside of the United States (the "Institutional Offering") as well as (iii) a personnel offering to the permanent full-time and part-time employees of the Company and its subsidiaries in Finland, Sweden, and Estonia as well as to the members of the Board of Directors and the management team of the Company (the "Personnel"), subject to certain conditions (the "Personnel Offering").
• Varma Mutual Pension Insurance Company, Elo Mutual Pension Insurance Company, Amundsen Investment Management, Aktia Fund Management Company Ltd for and on behalf of mutual funds managed by it, certain funds managed by Sp-Fund Management Company Ltd and GRK's Vice Chairman of the Board of Directors Keijo Haavikko and Member of the Board of Directors and Chairman of the Audit Committee Jukka Nikkanen have each individually, subject to certain conditions, committed to subscribe for Offer Shares in the Offering for a total amount of approximately EUR 40 million.
• In connection with the Offering, the Company is expected to commit to a lock-up arrangement of 180 days, and the members of the Board of Directors of the Company and the management team of the Company, the Sellers as well as the Personnel members participating in the Personnel Offering, would commit to lock-up arrangements of 360 days.
• The Company is expected to grant Nordea Bank Abp ("Nordea") who is acting as stabilising manager (the "Stabilising Manager") an over-allotment option, exercisable within 30 days from the commencement of trading of the Company's shares (the "Shares") on the pre-list of Nasdaq Helsinki, which would entitle the Stabilising Manager to subscribe preliminarily a maximum of 1,459,547 additional shares in the Company (the "Option Shares") solely to cover over-allotments in connection with the Offering (the "Over-Allotment Option").
• The Stabilising Manager and the Company are expected to agree on a share issue and share return arrangement related to stabilisation in connection with the Offering. Pursuant to such arrangement, the Stabilising Manager may subscribe for a number of new Shares (the "Additional Shares") equal to the maximum number of Option Shares to cover any possible over-allotments in connection with the Offering.
• The Offer Shares represent preliminary a maximum of approximately 24.0 per cent of the Shares and votes vested by the Shares after the Share Issue (excluding treasury Shares held by the Company) assuming that the Over-Allotment Option will not be exercised (approximately 26.6 per cent assuming that the Over-Allotment Option will be exercised in full), and assuming that the Sellers will sell the maximum amount of Sale Shares and that the Company will issue 2,974,408 New Shares.
• The size of the Offering is approximately EUR 113 million assuming that the Company raises gross proceeds of approximately EUR 30 million in the Share Issue, the Sellers sell the maximum amount of Sale Shares, and the Over-Allotment Option is exercised in full, from which the Company would raise additional gross proceeds of approximately EUR 15 million.
• The subscription period for the Public Offering, Institutional Offering and Personnel Offering will commence on 21 March 2025 at 10:00 a.m. EET. The subscription period for the Public Offering and Personnel Offering will end on or about 28 March 2025, at 4:00 p.m. EET. The subscription period for the Institutional Offering will end on or about 1 April 2025, at 11:00 a.m. EET.
• In the event of an oversubscription, the Public Offering and Personnel Offering may be discontinued at the earliest on 27 March 2025, at 4:00 p.m. EET. In addition, the Institutional Offering may be discontinued no earlier than 31 March 2025, at 4:00 p.m. EET.
• The Company’s Board of Directors is entitled to extend the subscription period of the Public Offering, Institutional Offering, and Personnel Offering, respectively.
• Trading of the Shares on the pre-list of Nasdaq Helsinki is expected to commence on or about 2 April 2025 and on the official list of Nasdaq Helsinki on or about 4 April 2025 with the trading code "GRK".
  
  
  

Juha Toimela, GRK's President and CEO comments:

"The aim of the listing is to support GRK on its path of profitable growth and to accelerate the implementation of our strategy and strengthen our market position in Finland, Sweden and Estonia. The infrastructure construction market is stable and there are strong growth opportunities in the market, which we intend to seize in each of our operating countries. We are pleased that many institutional investors have already decided to become anchor investors. I would also like to welcome all new shareholders to join us on our common path of profitable growth."

Kari Kauniskangas, Chairman of GRK's Board of Directors comments:

"GRK is in good shape and has operated like a public company for several years. I am pleased to note that we have progressed this far in our listing plans. GRK's business has grown strongly, especially in Sweden, and its profitability has been at a very good level. The infrastructure construction market is stable, and it has strong growth drivers, such as urbanisation, green transition related projects as well as safety economical investments in infrastructure and security of supply which enable GRK to continue to grow profitably. With skilled personnel, strong leadership, and committed owners, GRK is well-prepared for a public listing, and I hope that the wider investor community will now want to become part of our growth story as shareholders."

Background and reasons for the Offering

GRK is a Finnish infrastructure construction group operating in Finland, Sweden and Estonia. GRK's core competencies are the execution of versatile infrastructure construction projects, project management of both small and large projects as well as extensive rail expertise. GRK provides all construction services for civil engineering, road construction, environmental construction and industrial construction. In rail construction, GRK provides also design and maintenance services in addition to construction services. GRK's civil engineering and road construction business also includes paving. Additionally, GRK practices environmental technology business.

The objectives of the Offering are to enable and accelerate the execution of GRK's strategy, including the pursuit of continued profitable growth, expansion into new infrastructure construction areas, geographic expansion particularly in Sweden, and the systematic execution of the Company's strategic action plans. The Listing would also enable the Company to obtain access to capital markets and broaden its ownership base, which in turn would improve the liquidity of the Shares. The increased visibility is also expected to enhance GRK's recognition among the public and its customers, and as an employer, thereby improving its competitiveness. Additionally, the Listing would enable GRK to utilise its Shares more effectively in employee incentive programmes, for retaining employees and as consideration in potential acquisitions. The Offering and contemplated Listing would also enable liquid markets in the future for the Shares of the Sellers.

Information on the Offering and publication of the Finnish Prospectus

Preliminarily a maximum of 500,000 Offer Shares are offered in the Public Offering to private individuals and entities in Finland. Preliminarily a maximum of 9,130,319 Offer Shares are being offered in the Institutional Offering to institutional investors through private placements in Finland and, in accordance with the applicable laws, internationally outside the United States. Preliminarily a maximum of 100,000 New Shares are being offered for subscription in the Personnel Offering to employees who are in a full- or part-time permanent employment relationship with the Company or its subsidiaries in Finland, Sweden, and Estonia. In the event of a possible oversubscription, the Company aims to fulfil the subscriptions in the Personnel Offering in full, taking into account the demand in the Institutional Offering and Public Offering. Depending on the demand, the Company may reallocate Offer Shares between the Public Offering, the Institutional Offering and the Personnel Offering in deviation from the preliminary number of shares without limitation. Notwithstanding the above, the minimum number of Offer Shares to be offered in the Public Offering is 500,000 Offer Shares or, if the aggregate number of Offer Shares covered by the subscription commitments submitted in the Public Offering is smaller than this, such aggregate number of Offer Shares as covered by the subscription commitments.

The Offer Shares are offered in the Public Offering and Institutional Offering for a Subscription Price of EUR 10.12 per Offer Share. The price per share in the Personnel Offering is 10 per cent lower than the Subscription Price, i.e. the subscription price in the Personnel Offering is EUR 9.11 per New Share. The Subscription Price may be changed during the subscription period, however, so that in the Public Offering the Subscription Price will be no more than the original Subscription Price of EUR 10.12 per Offer Share and in the Personnel Offering the subscription price will be no more than the original subscription price in the Personnel Offering. If the Subscription Price is changed, the Finnish Prospectus published by the Company in connection with the Offering will be supplemented and the supplement will be published through a stock exchange release.

The Company aims to raise gross proceeds of approximately EUR 30 million in the Share Issue by offering preliminarily a maximum of 2,974,408 New Shares in the Company for subscription (assuming that a maximum of 100,000 New Shares is offered in the Personnel Offering).

All shareholders of the Company are committed under the shareholder agreement concerning the Company to sell Shares in connection with the Offering in proportion to their shareholdings at the Subscription Price. However, a shareholder who as at the date of the Finnish Prospectus holds less than 5,000 Shares and both has the right to participate in and does participate in the Personnel Offering does not have an obligation to sell. The Sellers will offer for purchase a maximum of 6,755,911 Sale Shares in the Share Sale. The Sale Shares represent approximately 16.7 per cent of the Shares after the Share Issue (excluding treasury Shares held by the Company) assuming that the Over Allotment Option will not be exercised (approximately 16.1 per cent assuming that the Over-Allotment Option will be exercised in full), and assuming that the Sellers sell the maximum amount of Sale Shares and that the Company will issue 2,974,408 New Shares.

Varma Mutual Pension Insurance Company, Elo Mutual Pension Insurance Company, Amundsen Investment Management, Aktia Fund Management Company Ltd for and on behalf of mutual funds managed by it, certain funds managed by Sp-Fund Management Company Ltd and GRK's Vice Chairman of the Board of Directors Keijo Haavikko and Member of the Board of Directors and Chairman of the Audit Committee Jukka Nikkanen (hereinafter together the "Cornerstone Investors"), have each individually given subscription undertakings on 10 March 2025 and on 20 March 2025, under which the Cornerstone Investors have committed to subscribing for Offer Shares amounting to approximately EUR 40 million in total in the Offering, assuming that the maximum valuation of all Shares (excluding treasury Shares held by the Company) at the Subscription Price before any proceeds from the Share Issue (pre-money equity value) does not exceed EUR 380.4 million. According to the terms and conditions of the subscription undertakings, the Cornerstone Investors will be guaranteed the number of Offer Shares covered by the subscription undertaking.

In connection with the Offering, the Company is expected to commit to a lock-up arrangement of 180 days. The members of the Board of Directors of the Company and the management team of the Company are expected to commit to a lock-up agreement with similar terms to that of the Company that will end on the date that falls 360 days from the Listing. The Sellers have agreed to comply with a lock-up agreement with similar terms to that of the Company that will end on the date that falls 360 days from the Listing. According to the terms and conditions of the Personnel Offering, the personnel member participating in the Personnel Offering must agree to comply with a lock-up with similar terms to that of the Company and the Sellers that will end on the date that falls 360 days from the Listing.

The Company is expected to grant Nordea who is acting as Stabilising Manager an Over-Allotment Option, exercisable within 30 days from the commencement of trading of the Company's Shares on the pre-list of Nasdaq Helsinki, which would entitle the Stabilising Manager to subscribe preliminarily a maximum of 1,459,547 Option Shares solely to cover over-allotments in connection with the Offering. The Over-Allotment Option is exercisable within 30 days from the commencement of trading in the Shares on the pre-list of Nasdaq Helsinki (i.e., on or about the period between 2 April 2025 and 1 May 2025). The Option Shares represent approximately 3.9 per cent of the Shares and votes vested by the Shares (excluding treasury Shares held by the Company) prior to the Offering and approximately 3.5 per cent of the Shares and votes vested by the Shares (excluding treasury Shares held by the Company) after the Offering assuming that the Sellers will sell the maximum amount of Sale Shares and that the Company will issue 2,974,408 New Shares and that the Over-Allotment Option is used in full. However, the number of Option Shares will not in any case represent more than 15 per cent of the aggregate number of New Shares and Sale Shares.

The Stabilising Manager and the Company are expected to agree on a share issue and share return arrangement related to stabilisation in connection with the Offering. Pursuant to such arrangement, the Stabilising Manager may subscribe for Additional Shares to cover any possible over-allotments in connection with the Offering. To the extent that the Stabilising Manager subscribes for Additional Shares, it must return an equal number of Shares to the Company for redemption and cancellation by the Company.

As a result of the Offering, the number of Shares (excluding treasury shares held by the Company) may increase preliminarily to a maximum of 41,994,901 Shares assuming that the maximum number of New Shares would be subscribed for in the Share Issue and assuming that the Over-Allotment Option will be exercised in full.

GRK's Shares have not been subject to trading on any regulated market or on any multilateral trading facility before the Offering. The Company intends to submit a listing application to Nasdaq Helsinki to list the Shares on the official list of Nasdaq Helsinki. Trading in the Shares is expected to commence on the pre-list of Nasdaq Helsinki on or about 2 April 2025 and on the official list of Nasdaq Helsinki on or about 4 April 2025.

GRK has submitted the Finnish Prospectus related to the Offering for approval by the Finnish Financial Supervisory Authority. The Finnish Financial Supervisory Authority is expected to approve the Finnish Prospectus on or about 20 March 2025. The Finnish Prospectus will be available on the website of the Company at www.grk.fi/ipo and on Nordea's website at www.nordea.fi/grkipo on or about 21 March 2025. An English language Offering Circular prepared on the basis of the Finnish Prospectus will be available on the website of the Company at www.grk.fi/ipo and on Nordnet Bank AB's ("Nordnet") website at www.nordnet.fi/grk on or about 21 March 2025.

Carnegie Investment Bank AB, Finland branch and Nordea are acting as the joint global coordinators and joint bookrunners of the Offering (jointly referred to as the "Joint Global Coordinators"). In addition, Nordea acts as a subscription place for its own clients in the Public Offering, and the Company has appointed Nordnet as the place of subscription of the Public Offering and the Personnel Offering. Krogerus Attorneys Ltd is acting as legal adviser to GRK. Roschier, Attorneys Ltd. is acting as legal adviser to the Joint Global Coordinators. Miltton Ltd is acting as communications adviser to GRK.

Company presentation event

GRK will arrange a company event (in Finnish) on 24 March 2025 at 6:00 p.m. EET. Juha Toimela, President and CEO, Mika Mäenpää, CEO GRK Sverige AB (President and CEO of GRK from 1 October at the latest) and Markku Puolanne, CFO will present at the event. The event will be held in Helsinki at Sanomatalo, Studio Eliel, located at Töölönlahdenkatu 2. Attendees will be given the possibility to present questions after the presentation.

The event can also be followed as a webcast-broadcast from:

https://grk.videosync.fi/yhtiotilaisuus

Important dates

The Finnish Prospectus and the English language Offering Circular available (on or about)	21 March 2025
The subscription periods for the Public Offering, Institutional Offering and Personnel Offering commence	21 March 2025 at 10:00 a.m. EET
The subscription periods for the Public Offering and Personnel Offering can be suspended at the earliest	27 March 2025 at 4:00 p.m. EET
The subscription periods for the Public Offering and Personnel Offering end (on or about)	28 March 2025 at 4:00 p.m. EET
The subscription period for the Institutional Offering can be suspended at the earliest	31 March 2025 at 4:00 p.m. EET
The subscription period for the Institutional Offering ends (on or about)	1 April 2025 at 11:00 a.m. EET
Results of the Offering will be announced (on or about)	1 April 2025
The Offer Shares will be registered with the Finnish Trade Register (on or about)	1 April 2025
Recording the Offer Shares in the book-entry accounts will begin (on or about)	2 April 2025
Trading in the Shares is expected to begin on the pre-list of Nasdaq Helsinki (on or about)	2 April 2025
The Shares issued in the Institutional Offering will be ready to be delivered against payment through Euroclear Finland Oy (on or about)	4 April 2025
Trading in the Shares is expected to begin on the official list of Nasdaq Helsinki (on or about)	4 April 2025
New Shares allocated in the Personnel Offering are recorded to the investors' book-entry accounts (on or about)	8 April 2025

Further inquiries

Juha Toimela, President and CEO, tel. +358 40 594 5473

Markku Puolanne, CFO, tel. +358 40 069 4114

Information about GRK

GRK designs, repairs and builds roads, highways, tracks and bridges in order to make everyday life run smoothly, promote people meeting each other and to create a more sustainable future. GRK's expertise also includes environmental technology. We operate in Finland, Sweden and Estonia with approximately 1,100 professionals. GRK's core competencies include the execution of versatile infrastructure construction projects, project management of both small and large projects as well as extensive rail expertise. GRK provides services from design to construction and maintenance.

Our customers include the state administration, municipalities and cities, as well as the private sector. GRK works on several projects in alliance with other companies of the infrastructure construction sector. In addition to the parent company of the group, GRK Infra Plc, the group consists of subsidiaries in each operating country: GRK Finland Ltd in Finland, GRK Eesti AS in Estonia and GRK Sverige AB in Sweden. The parent company of the group, GRK Infra Plc, is responsible for the administration and financing of the group. The subsidiaries GRK Finland Ltd, GRK Eesti AS and GRK Sverige AB carry out the operational activities of the group.

IMPORTANT INFORMATION

Neither this release nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Singapore or any other jurisdiction in which publication or distribution would be unlawful. The information contained herein does not constitute an offer of securities for sale in the United States, nor may the securities of GRK Infra Plc (the "Company") be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. The Company does not intend to register any portion of the offering in the United States or to offer securities to the public in the United States.

The issue, offer, exercise and/or sale of securities are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company, Carnegie Investment Bank AB, Finland branch or Nordea Bank Abp assume no responsibility in the event there is a violation by any person of such restrictions.

The information contained herein shall not constitute an offer to sell or a solicitation of an offer to purchase or subscribe, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published or offering circular distributed by the Company.

The Company has not authorised any offer to the public of securities in the United Kingdom or in any Member State of the European Economic Area other than Finland. With respect to each Member State of the European Economic Area other than Finland and which applies the Prospectus Regulation (each, a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in the Relevant Member States (a) to any legal entity, which fulfils the requirements of a qualified investor as defined in the Prospectus Regulation; or (b) in any other circumstances falling within Article 1(4) of the Prospectus Regulation. For the purposes of this paragraph, the expression "offer of securities to the public" means a communication to persons in any form and by any means, presenting sufficient information on the terms of the offer and the securities to be offered, so as to enable an investor to decide to purchase or subscribe for those securities. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council, as amended.

This communication is directed only at persons who are outside the United Kingdom or persons who are qualified investors within the meaning of the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 and are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order") or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "Relevant Persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.

Full terms, conditions and instructions for the contemplated initial public offering will be included in the prospectus that will be prepared by the Company in connection with the contemplated initial public offering. The prospectus will be published on the website of the Company at grk.fi/ipo.

An investor is advised to read the prospectus before making an investment decision to fully understand the risks and rewards associated with the investment. The approval by the Finnish Financial Supervisory Authority of the prospectus shall not be considered as an endorsement of the securities offered.

Each of the Joint Global Coordinators is acting exclusively for the Company and the selling shareholders and no one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other person for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

The contents of this announcement have been prepared by, and are the sole responsibility of, the Company. None of the Joint Global Coordinators or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from this announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

FORWARD-LOOKING STATEMENTS

Certain statements in this release are "forward-looking statements." Forward-looking statements include statements concerning plans, assumptions, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, the Company's competitive strengths and weaknesses, plans or goals relating to financial position, future operations and development, its business strategy and the anticipated trends in the industry and the political and legal environment in which it operates and other information that is not historical information. In some instances, they can be identified by the use of forward-looking terminology, including the terms "believes," "intends," "may," "will" or "should" or, in each case, their negative or variations on comparable terminology.

Forward-looking statements in this release are based on assumptions. Forward-looking statements involve inherent risks, uncertainties and assumptions, both general and specific, and the risk exists that the predictions, forecasts, projections, plans and other forward-looking statements will not be achieved. Given these risks, uncertainties and assumptions, you are cautioned not to place undue reliance on such forward-looking statements. Any forward-looking statements contained herein speak only as at the date of this release. Save as required by law, the Company does not intend to, and does not assume any obligation to, update or correct any forward-looking statement contained in this release.

INFORMATION TO DISTRIBUTORS

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares have been subject to a product approval process, which has determined that the shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the shares may decline and investors could lose all or part of their investment; the shares offer no guaranteed income and no capital protection; and an investment in the shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to any offering of the shares.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.