Reaktor Group: Reaktor Group Plc announces the subscription price for its planned initial public offering and further information on the listing of its shares on the regulated market of Nasdaq Helsinki

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Reaktor Group Plc ("Reaktor" or the "Company") announced on 25 May 2026 that it is planning an Offering (as defined below) and listing of the Company's shares (the "Shares") on the regulated market of Nasdaq Helsinki Ltd ("Nasdaq Helsinki") (the "Listing"). Reaktor announces today the subscription price for the Offering in connection with its contemplated Listing and further information on the Offering.

The Company 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 5 June 2026. The subscription period for the Offering is expected to commence on 8 June 2026 at 10:00 a.m. EEST.

The Offering in brief:

• The subscription price for the Offer Shares in the Public Offering and Institutional Offering (as defined below) is EUR 8.25 per Offer Share (the "Subscription Price").
• Market capitalization of the Company based on the Subscription Price would be approximately EUR 210 million assuming that the Company raises gross proceeds of approximately EUR 20 million in the Offering, including the Personnel Offering (as defined below).
• The Company aims to raise gross proceeds of approximately EUR 20 million through a share issue by offering new shares in the Company (the "New Shares") for subscription (the "Share Issue"). The Company will issue preliminarily a maximum of 2,430,932 New Shares, assuming that a maximum of 67,294 New Shares would be subscribed for in the Personnel Offering.
• In addition, the principal shareholders of the Company (the "Principal Shareholders") and the other shareholders listed in the Offering Circular (the "Other Selling Shareholders", and together with the Principal Shareholders, the "Sellers") will offer for purchase preliminarily in total a maximum of 4,189,262 existing shares in the Company (the "Sale Shares") (the "Share Sale", and together with the Share Issue, the "Offering"). The New Shares (including the Personnel Shares (as defined below)), the Sale Shares and the Additional Shares (as defined below) are together referred to herein as the "Offer Shares".
• 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 the United States (the "Institutional Offering") and (iii) a personnel offering to the Company's and its subsidiaries' Personnel (as defined below) (the "Personnel Offering"). The Offer Shares will be offered in the Institutional Offering to institutional investors outside the United States in offshore transactions in compliance with Regulation S under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") ("Regulation S"), and otherwise in compliance with the said regulation.
• As a result of the Share Issue, the number of the Shares may increase preliminarily to a maximum of 25,458,468 Shares, assuming that all of the New Shares offered in the Offering are subscribed for in full. The number of New Shares to be issued in the Share Issue would preliminarily represent approximately a maximum of 9.8 percent of the Shares and votes vested by the Shares after the Share Issue (excluding treasury Shares held by the Company) if all of the New Shares preliminarily offered in the Share Issue are subscribed for in full. The preliminary maximum number of the New Shares represents approximately 10.9 percent of the Shares prior to the Share Issue (excluding treasury Shares held by the Company).
• The Cornerstone Investors (as defined below) have each individually given subscription undertakings on 22 May 2026, under which the Cornerstone Investors have committed to subscribe for Offer Shares amounting to approximately EUR 45 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 does not exceed EUR 190 million.
• In connection with the Offering, the Company is expected to grant the Sole Global Coordinator (as defined below) an over-allotment option to subscribe preliminarily a maximum of 990,000 additional shares at the Subscription Price (the "Option Shares") solely to cover any over-allotments in connection with the Offering (the "Over-Allotment Option"). The Over-Allotment Option is exercisable within 30 days from the commencement of trading in the Shares on the prelist of Nasdaq Helsinki (i.e. on or about the period between 16 June 2026 and 15 July 2026) (the "Stabilization Period").
• The Stabilizing Manager (as defined below) and the Company are expected to agree on a share issue and share return arrangement related to stabilization in connection with the Listing. Pursuant to such arrangement, the Stabilizing Manager may subscribe for a number of new Shares equal to the maximum number of Option Shares ("Additional Shares") to cover any possible over-allotments in connection with the Offering. To the extent that the Stabilizing Manager subscribes for Additional Shares, it must return an equal number of Shares to the Company.
• The size of the Offering is approximately EUR 62.8 million assuming that the Company raises gross proceeds of approximately EUR 20 million in the Share Issue, the Sellers sell the maximum amount of Sale Shares, and that the Over-Allotment Option is exercised in full.
• The subscription period for the Public Offering will commence on 8 June 2026 at 10:00 a.m. (Finnish time) and end on or about 12 June 2026 at 4:00 p.m. (Finnish time).
• The subscription period for the Institutional Offering will commence on 8 June 2026 at 10:00 a.m. (Finnish time) and end on or about 15 June 2026 at 10:00 a.m. (Finnish time).
• The subscription period for the Personnel Offering will commence on 8 June 2026 at 10:00 a.m. (Finnish time) and end on or about 12 June 2026 at 4:00 p.m. (Finnish time).
• The Company's Board of Directors has, in the event of an oversubscription, the right to discontinue the subscription periods of the Public Offering and the Personnel Offering to end at the earliest on 11 June 2026 at 4:00 p.m. (Finnish time). In addition, the Company's Board of Directors may, at its sole discretion, decide to discontinue the subscription period of the Institutional Offering to end at the earliest on 12 June 2026 at 4:00 p.m. (Finnish time). The subscription periods of the Public Offering, Institutional Offering and Personnel Offering may be discontinued or not discontinued independently of one another. A stock exchange release regarding the decision to discontinue the subscription period will be published without delay.
• The Company's Board of Directors has the right to extend the subscription periods of the Public, Institutional and Personnel Offerings. A possible extension of the subscription period will be communicated through a stock exchange release, which will indicate the new end date of the subscription period. The subscription periods of the Public, Institutional and Personnel Offerings will in any case end on 22 June 2026 at 4:00 p.m. (Finnish time) at the latest. The subscription periods of the Public, Institutional and Personnel Offerings can be extended independently of one another.
• Trading in the Shares on the prelist of Nasdaq Helsinki is expected to commence on or about 16 June 2026, and on the regulated market of Nasdaq Helsinki on or about 18 June 2026 with the trading code "REAKTOR".

Mika Sutinen, Chair of the Board of Directors comments:

"I am very pleased that today we can announce the launch of Reaktor's initial public offering. At Reaktor's core is a historically stable and profitable technology solutions business, an ecosystem, and now, most recently, a scalable software product business. I believe these three value-creation mechanisms reinforce one another. Reaktor's position in the technology market, its strong client relationships, and Reaktorians' deep expertise - across industries, technologies, and AI alike - create excellent conditions for its goal of continuing strong growth."

Pekka Horo, CEO comments:

"This is a significant day for Reaktor and for all Reaktorians who have built this company over the years. The planned listing gives us even better conditions to pursue our strategy of growing into a diversified, even more international technology group - at just the right time, too, now that AI is rapidly reshaping the technology landscape. I see Reaktor as being well positioned to benefit from this shift, in which demand for complex development projects is growing. Interest in Reaktor has already been very strong. I would also like to thank all our anchor investors for their trust and their faith in Reaktor's strategy. I hope many others will join us on this growth journey to build what matters."

The background and reasons for the Listing

Reaktor is a Finnish globally operating technology company that designs, builds and sells software products and digital solutions that it considers pioneering. Reaktor operates through a three-dimensional value creation model comprising i) a scalable Software Product Business, formed currently of NATO-compliant defence software products in the defence software market as well as ongoing productization initiatives across other verticals, ii) a re-occurring Technology Solutions Business that operates globally and serves leading clients through end-to-end digital solutions across Reaktor's eight industry-focused verticals, namely Aero, Retail, Gaming & Entertainment, Healthcare, Industrial, Defence & Security, Cross Industries and Public Sector, and iii) the Reaktor Ecosystem venture Business, in which the Company co-founds and invests in new technology companies, complementing Reaktor's core offering and expanding its capabilities through a portfolio of 45 directly or indirectly owned companies.

The objective of the Offering is to enable the Company to execute its growth strategy and to allow the Company to obtain access to capital markets and broaden its ownership base both with domestic and foreign investors, which would increase the liquidity of the Shares, and to strengthen the reputation and recognition of the Company. The Listing and increased liquidity would also make it possible to use the Shares more effectively as a means of consideration in potential mergers and acquisitions and in incentive programs for personnel.

Details of the Offering and the Finnish Prospectus release

Preliminarily a maximum of 181,818 Offer Shares are offered in the Public Offering to private individuals and entities in Finland. Preliminarily a maximum of 6,371,082 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 67,294 Offer Shares ("Personnel Shares") are being offered for subscription in the Personnel Offering to such full- and part-time employees in Finland and other member states of the European Union who are in a permanent or fixed-term employment relationship with the Company or its subsidiaries at the start of the subscription period as well as the members of the Board of Directors and the management team of the Company (the "Personnel").

Depending on the demand, the Company may reallocate Offer Shares between the Public Offering, Institutional Offering and Personnel Offering in deviation from the preliminary number of shares without limitation. However, the minimum number of Offer Shares to be offered in the Public Offering will be 181,818 Offer Shares or, if the aggregate number of Offer Shares covered by the commitments submitted in the Public Offering is smaller than this, such aggregate number of Offer Shares as covered by the commitments submitted in the Public Offering.

The Offer Shares are offered in the Public Offering and Institutional Offering for a Subscription Price of EUR 8.25 per Offer Share. The Subscription Price in the Personnel Offering is approximately 10 percent lower than the Subscription Price in the Public Offering (i.e., EUR 7.43 per Personnel Share) (the "Subscription Price of the Personnel Offering").

With the Share Issue, the Company aims to raise gross proceeds of approximately EUR 20 million. As a result of the Share Issue, the number of the Shares may increase preliminarily to a maximum of 25,458,468 Shares, assuming that all of the New Shares offered in the Offering are subscribed for in full. The number of New Shares to be issued in the Share Issue would preliminarily represent approximately a maximum of 9.8 percent of the Shares and votes vested by the Shares after the Share Issue (excluding treasury Shares held by the Company) if all of the New Shares preliminarily offered in the Share Issue are subscribed for in full. The preliminary maximum number of the New Shares represents approximately 10.9 percent of the Shares prior to the Share Issue (excluding treasury Shares held by the Company).

The Sellers will offer for purchase preliminarily a maximum of 4,189,262 Sale Shares in the Share Sale. The Sale Shares represent approximately 16.9 percent 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 16.3 percent assuming that the Over-Allotment Option will be exercised in full), and assuming that the Sellers will sell the maximum number of Sale Shares and that the Company will issue 2,430,932 New Shares.

In connection with the Offering, the Company is expected to grant the Sole Global Coordinator an Over-Allotment Option to subscribe preliminarily a maximum of 990,000 Option Shares at the Subscription Price solely to cover any 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 prelist of Nasdaq Helsinki (i.e. on or about the period between 16 June 2026 and 15 July 2026). The Option Shares represent approximately 4.4 percent of the Shares and votes vested by the Shares (excluding treasury Shares held by the Company) prior to the Offering and approximately 3.9 percent after the Offering assuming that the Sellers will sell the maximum number of Sale Shares and that the Company will issue 2,430,932 New Shares. However, the number of Option Shares will not in any case represent more than 15 percent of the aggregate number of New Shares and Sale Shares.

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

Ilmarinen Mutual Pension Insurance Company, Mariatorp Oy, certain funds managed by SP-Fund Management Company Ltd, Danske Invest Finnish Equity Fund, Aktia Fund Management Company Ltd for and on behalf of mutual funds managed by it and WIP Asset Management Ltd (the "Cornerstone Investor" or together, the "Cornerstone Investors") have each individually given subscription undertakings on 22 May 2026, under which the Cornerstone Investors have committed to subscribe for Offer Shares amounting to approximately EUR 45 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 does not exceed EUR 190 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 undertakings. The Cornerstone Investors have given subscription undertakings as follows:

• Commitment of Ilmarinen Mutual Pension Insurance Company amounts to EUR 15 million.
• Commitment of Mariatorp Oy amounts to EUR 12 million.
• Commitment of certain funds managed by SP-Fund Management Company Ltd amounts to EUR 5 million.
• Commitment of Danske Invest Finnish Equity Fund amounts to EUR 5 million.
• Commitment of Aktia Fund Management Company Ltd for and on behalf of mutual funds managed by it amounts to EUR 5 million.
• Commitment of WIP Asset Management Ltd amounts to EUR 3 million.

The subscription undertakings of the Cornerstone Investors represent approximately 82.4 percent of the Offer Shares assuming that the Over-Allotment Option will not be exercised (approximately 71.7 percent 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 2,430,932 New Shares.

The Company, the Principal Shareholders and the Sole Global Coordinator are expected to enter into a placing agreement (the "Placing Agreement") on or about 15 June 2026. In the Placing Agreement, the Company undertakes to issue Offer Shares to subscribers procured by the Sole Global Coordinator. The Other Selling Shareholders are not parties to the Placing Agreement, but they have each given the Sole Global Coordinator a sales undertaking with respect to the Offering.

In connection with the Offering, the Company is expected to commit to a lock-up agreement during the period that will end 360 days from the Listing. The members of the Board of Directors of the Company and the management team of the Company are expected, with certain customary exceptions, to enter into 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 Principal Shareholders and the Other Selling Shareholders have agreed, with certain customary exceptions, to comply with a lock-up agreement with similar terms to that of the Company that will end for the Principal Shareholders on the date that falls 360 days from the Listing and for the Other Selling Shareholders on the date that falls 180 days from the Listing. According to the terms and conditions of the Personnel Offering, the personnel participating in the Personnel Offering must agree to a lock-up with similar terms to that of the Sellers that will end on the date that falls 180 days from the Listing.

Before the Offering, the Shares have not been subject to trading on a regulated market or multilateral trading facility. The Company intends to submit a listing application to Nasdaq Helsinki for the Shares to be listed on the regulated market of Nasdaq Helsinki. Trading in the Shares on the prelist of Nasdaq Helsinki is expected to commence on or about 16 June 2026, and on the regulated market of Nasdaq Helsinki on or about 18 June 2026.

The Finnish Financial Supervisory Authority is expected to approve the Finnish Prospectus on or about 5 June 2026. The Finnish Prospectus will be available on or about 5 June 2026 on the Company's website at reaktor.com/ipo. In addition, the Finnish Prospectus will be available on or about 5 June 2026 on the website of Nordnet at nordnet.fi/reaktor. The English language Offering Circular prepared on the basis of the Finnish Prospectus will be available on or about 5 June 2026 on the Company's website at reaktor.com/ipo and on the website of Nordnet at nordnet.fi/reaktor.

More information on the Offering is available on the Company's website at reaktor.com/ipo.

Advisers

DNB Carnegie Investment Bank AB, Finland Branch acts as the sole global coordinator and bookrunner for the Offering (the "Sole Global Coordinator") and as the stabilizing manager (the "Stabilizing Manager"). In addition, the Company has appointed Nordnet Bank AB ("Nordnet") to act as the subscription place in the public offering and the personnel offering. Roschier, Attorneys Ltd. is acting as legal adviser to the Company. Krogerus Attorneys Ltd is acting as legal adviser to the Sole Global Coordinator. IR Partners Oy is acting as communications adviser to the Company.

Company presentation event

Reaktor will host a webcast company presentation event (in Finnish) on 8 June 2026 at 6:00 p.m. EEST. The event will be hosted by Reaktor's CEO Pekka Horo and CFO Ilkka Kosola, as well as Chair of the Board Mika Sutinen. Attendees will be given the possibility to present questions after the presentation.

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

https://reaktor.events.inderes.com/20260608-yhtioesittely

Important Dates

The Finnish Prospectus approved (on or about):	5 June 2026
The Finnish Prospectus will be published (on or about):	5 June 2026
The English language Offering Circular will be published (on or about):	5 June 2026
The subscription periods for the Public Offering, the Personnel Offering and the Institutional Offering commence:	8 June 2026 at 10:00 a.m. EEST
The subscription periods for the Public Offering and the Personnel Offering may be discontinued at the earliest:	11 June 2026 at 4:00 p.m. EEST
The subscription period for the Institutional Offering may be discontinued at the earliest:	12 June 2026 at 4:00 p.m. EEST
The subscription periods for the Public Offering and the Personnel Offering end (on or about):	12 June 2026 at 4:00 p.m. EEST
The subscription period for the Institutional Offering ends (on or about):	15 June 2026 at 10:00 a.m. EEST
Announcement of the final results of the Offering (on or about):	16 June 2026
The Offer Shares allocated in the Public Offering and the Personnel Offering are recorded in the book entry accounts of investors (on or about):	16 June 2026
Trading in the Shares on the prelist of Nasdaq Helsinki is expected to commence (on or about):	16 June 2026
The Offer Shares allocated in the Institutional Offering are ready to be delivered against payment through Euroclear Finland Oy (on or about):	18 June 2026
Trading in the Shares on the regulated market of Nasdaq Helsinki is expected to commence (on or about):	18 June 2026

Contact us

Pekka Horo, CEO

Email: [e-mail]

Ilkka Kosola, CFO

Email: [e-mail]

Media inquiries

Jenna Karas, VP, Communications & Marketing

Tel. [phone]

Email: [e-mail]

Reaktor in brief

Reaktor is a Finnish globally operating technology company that designs, builds and sells software products and digital solutions. Established in 2000, Reaktor has over 700 employees worldwide and offices in Helsinki, Turku, Tampere, Seinäjoki, Amsterdam, Lisbon, New York, and Tokyo.

www.reaktor.com

Important information

This release is not being made in and copies of it may not be distributed or sent into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or any other jurisdiction in which the distribution or release would be unlawful.

The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act. The Company does not intend to register any of the securities in the United States or to conduct a public offering of the securities in the United States.

The issue, purchase or sale of securities in the Offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company and the Sole Global Coordinator assume no responsibility in the event there is a violation by any person of such restrictions.

This release is not an offer to sell or a solicitation of any offer to buy any securities issued by the Company in any jurisdiction where such offer or sale would be unlawful. The distribution of this release may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

In any EEA Member State other than Finland and in the United Kingdom, this release is only addressed to and is only directed at qualified investors in that Member State within the meaning of Regulation (EU) 2017/1129 ("Prospectus Regulation") and Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.

This release does not constitute an offer of securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the securities referred to herein. In the United Kingdom, this release is being distributed to and is directed only at persons (i) who have professional experience in matters relating to investments within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order or (iii) to whom this release may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). Any investments or investment activity to which this release 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 release or any of its contents.

Any potential offering of the securities referred to in this release will be made by means of a prospectus. This release is not a prospectus as set out in the Prospectus Regulation. Investors should not subscribe for or purchase any securities referred to in this release except on the basis of information contained in the aforementioned prospectus.

The information contained in this release is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this release or its accuracy, fairness or completeness. The information in this release is subject to change.

This release is for information purposes only and under no circumstances shall constitute an offer or invitation, or form the basis for a decision, to invest in any securities of the Company. The Sole Global Coordinator and Nordnet are 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 any other person for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this release or any transaction, arrangement or other matter referred to herein.

The contents of this release have been prepared by, and are the sole responsibility of, the Company. The Sole Global Coordinator or any of its respective directors, officers, employees, advisers or agents accept any responsibility or liability whatsoever for or make any representation or warranty, express or implied, as to the completeness, accuracy or truthfulness of the information in this release (or whether any information has been omitted from this release) 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 release or its contents or otherwise arising in connection therewith.

Forward-looking statements

Matters discussed in this release may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these forward-looking statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. The Company does not guarantee that the assumptions underlying the forward-looking statements in this release are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this release or any obligation to update or revise the statements in this release to reflect subsequent events or circumstances. Readers are advised to view the forward-looking statements contained in this release with caution. The forward-looking statements contained in this release are based on the views and assumptions of the Company's management and the facts known by the Company's management as at the date of the release and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or release publicly any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of 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 (the "Target Market Assessment"); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II. 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 the Offering. 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 with respect to the shares and determining appropriate distribution channels.