Steady Energy Oy and 3North Partners Plc announce further information about the contemplated initial public offering and listing on Nasdaq First North Growth Market Finland

Steady Energy Oy and 3North Partners Plc announce further information about the contemplated initial public offering and listing on Nasdaq First North Growth Market Finland

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

3North Partners Plc, Company announcement 18 September 2026 at 12:15 p.m. EEST

3North Partners Plc (“3NP”), an investment company whose purpose is to combine with a technology company and to support the company in its growth and value creation, and Steady Energy Oy, a developer of heat-only small modular reactor (“SMR”) technology (“Steady Energy”) announced on 15 September 2026 that they are planning an initial public offering (the “IPO” or the “Offering”) and listing on the Nasdaq First North Growth Market Finland (the “First North”) maintained by Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) (the “Listing”). 3NP and the shareholders of Steady Energy (the “Sellers”) have on 11 September 2026 entered into a share exchange agreement (the “Share Exchange Agreement”) whereby 3NP acquires all outstanding shares in Steady Energy (the “Combination”) by way of a directed share issue consisting of new shares in 3NP to form a combined company (the “Combined Company”).

3NP announces further information on the contemplated Offering and the listing of its series A shares on the First North. Nasdaq Helsinki has completed its review of the English language company description related to the Offering (the “Company Description”) today on 18 September 2026. The subscription period for the contemplated Offering is expected to commence on 21 September 2026 at 10:00 a.m. (Finnish time).

The Offering in brief

• 3NP aims to raise gross proceeds of up to EUR 5 million by offering preliminarily a maximum of 500,000 new series A shares in 3NP (the “Offer Shares”) in an IPO for private individuals and entities in Finland.
• The subscription price for the Offer Shares in the Offering is EUR 10.00 per Offer Share (the “Subscription Price”). In addition, each investor who has subscribed for the Offer Shares in the Offering will receive, for each fifteen (15) Offer Shares allocated to the investor in the Offering, one (1) additional new series A share in 3NP (the “Bonus Share”) at no additional cost.
• In addition to the Offering, 3NP has received irrevocable commitments subject to certain conditions to subscribe for shares in an aggregate amount of approximately EUR 69.8 million (the “Investor Commitments”) from Elo Mutual Pension Insurance Company, Fortum Energy Holding B.V., Ilmarinen Mutual Pension Insurance Company, Mininvest Oy, Move Energy SMR Holding B.V., Orlen VC sp. z o.o., Finnish Industry Investment Ltd (Tesi), Varma Mutual Pension Insurance Company and Yes VC Select, LP (the “Private Placement”). 3NP shall issue, free of charge, to each investor subscribing for shares in the Private Placement one (1) investor option for every three (3) series A shares subscribed for by such investor (the “Investor Options”), each such Investor Option entitling, under certain conditions, the holder to subscribe for one (1) series A share at the exercise price of EUR 11.50 per series A share.
• 3NP has also entered into a finance contract with the European Investment Bank (“EIB”) for a convertible loan of up to EUR 40 million, structured in two tranches of up to EUR 30 million and up to EUR 10 million (the “EIB Finance Contract”), to finance the development of Steady Energy’s technology (the “EIB Loan”). Pursuant to the EIB Finance Contract, EIB has the right to convert amounts outstanding under the EIB Loan into series A shares of the Combined Company. Steady Energy acts as guarantor under the EIB Finance Contract. The EIB Loan carries an interest of zero (0) per cent and has a maturity of 20 years from the date of the EIB Finance Contract, unless earlier repaid or converted. The EIB Loan is intended to finance part of the costs of Steady Energy’s research and development project relating to the design and development of the LDR-50 technology. The EIB Loan represents the first financing provided by EIB for an SMR project.
• The Combination, the Private Placement, the EIB Loan, the IPO and the Listing are herein jointly referred to as the “Transactions”.
• The combined net proceeds from the IPO and the Private Placement are intended to be used, among others, to finalise technology development, design and regulatory processes, and prepare for the commencement of construction of the first commercial reactor(s).
• As a result of the Offering, the number of all the shares in 3NP (the “Shares”) may increase preliminarily to a maximum of 35,124,228 Shares, assuming that all of the Offer Shares offered in the Offering are subscribed for in full and that 33,333 Bonus Shares are issued.
• The Offer Shares and Bonus Shares to be issued in the Offering would preliminarily represent approximately a maximum of 1.5 per cent of the Shares and voting rights conferred by the Shares after the Offering.
• The subscription period for the Offering will commence on 21 September 2026 at 10:00 a.m. (Finnish time) and end on or about 29 September 2026 at 4:00 p.m. (Finnish time). In the event of an oversubscription, the Offering may be discontinued at the earliest on 25 September 2026 at 4:00 p.m. (Finnish time). 3NP’s Board of Directors is entitled to extend the subscription period of the Offering.
• 3NP and Steady Energy have submitted the Company Description for Nasdaq Helsinki’s review. Nasdaq Helsinki has completed its review today on 18 September 2026.
• 3NP has raised working capital through subscriptions of series B shares and warrants prior to the Combination. The B-Shareholders (as defined below) as well as 3NP’s management Tuomo Vähäpassi and Carl Bruun have committed to customary transfer restrictions of 24 months from the completion of the Combination (the “Closing”).
• In connection with the Combination, the Sellers have committed to customary transfer restrictions. These transfer restrictions will remain in force for 36 months from the Closing with respect to Tommi Nyman, Hannes Haapalahti and Petteri Tenhunen (each separately, a "Steady Energy Founder" and together, the "Steady Energy Founders"), and for 180 days with respect to the rest of the Sellers.
• Trading in 3NP’s series A shares (the “Listing Shares”) is expected to commence on the First North on or about 2 October 2026. The trading code for the Listing Shares will be “STEADY”.

Tommi Nyman, CEO of Steady Energy, comments:

“We in Finland may not have oil or gas, but we have ideas. We want to give Finnish retail investors the opportunity to invest in ideas that help us address climate change and reduce our dependence on imported fossil fuels.”

Tuomo Vähäpassi, CEO of 3NP, comments:

“3NP wants to bring together experienced technology investors, institutional investors, private investors and a high-potential technology company. Steady Energy combines the potential for cost-effective nuclear heat, energy security and security of supply, and the reduction of carbon dioxide emissions. The support of the future shareholders of the Combined Company investing in the transactions, EIB, which as part of the transactions granted its first-ever financing for a small modular reactor technology, and the individuals behind 3NP enable the Combined Company to pursue significant value creation.”

Background and reasons for the Offering and Listing

Steady Energy develops heat-only small modular reactor technology based on well-established nuclear reactor technologies utilising low temperature and low pressure. Steady Energy’s main product is heat generating plants and related services offered through two principal commercial models: an Engineering, Procurement and Construction (“EPC”) model under which turnkey nuclear plants containing one or more (typically up to four) reactors are planned to be delivered directly to clients, and a heat-as-a-service (“HaaS”) model under which Steady Energy owns and operates the asset ultimately through a special purpose vehicle, with licensing, operations, and waste management remaining with Steady Energy, removing any nuclear ownership burden from customers. Steady Energy’s primary target market consists of European district heating companies, operating district heating networks primarily in Finland, Sweden, Poland and Czech Republic (the “Priority Markets”) and elsewhere in Europe that are large enough to support at least one reactor (the “Primary Target Market”). This translates to a delivery potential of more than 15 GW by 2050 in the Priority Markets, equivalent to some 230–300 LDR-50 reactors across approximately 150–200 suitable networks.

On 15 September 2026, 3NP and Steady Energy announced the contemplated business combination through a share exchange subject to, inter alia, the Listing. 3NP’s goal is to acquire an unlisted tech-enabled company with high growth potential. After examining a large amount of potential opportunities, 3NP has selected Steady Energy as the combination partner in accordance with its investment process. The Combination, the Private Placement, the IPO and the Listing will support Steady Energy’s strategy to position itself as a leading developer of heat-only SMR technology, with the LDR-50 targeting district heating companies in European cities with networks large enough to support at least one LDR-50 reactor as its Primary Target Market and district cooling, industrial heating processes and seawater desalination as additional target applications.

The purpose of the Offering is to ensure a sufficient free float of the Listing Shares to support orderly trading on the First North operated by Nasdaq Helsinki. The combined net proceeds from the Offering and the Private Placement will be released to the Combined Company and are intended to be used to finalise technology development, design and regulatory processes, and to build up the organisation to aim to sign the first technology supplier contract(s) and prepare for the commencement of construction of the first commercial reactor(s). It also strengthens the financial position of the Combined Company and provides certain financial flexibility. Additional potential other uses include accelerated entry to new markets and applications, and resources, inter alia, for possible acquisitions to secure and de-risk the supply chain.

Information on the Offering

Preliminarily a maximum of 500,000 Offer Shares are offered in the Offering to private individuals and entities in Finland. In addition, each investor who has subscribed for the Offer Shares in the Offering will receive, for each fifteen (15) Offer Shares allocated to the investor in the Offering, one (1) Bonus Share at no additional cost.

The Offer Shares are offered in the Offering for a Subscription Price of EUR 10.00 per Offer Share.

3NP aims to raise gross proceeds of up to EUR 5 million by offering preliminarily a maximum of 500,000 new series A shares in 3NP.

In addition to the Offering, 3NP has received Investor Commitments to subscribe for shares in an aggregate amount of approximately EUR 69.8 million from Elo Mutual Pension Insurance Company, Fortum Energy Holding B.V., Ilmarinen Mutual Pension Insurance Company, Mininvest Oy, Move Energy SMR Holding B.V., Orlen VC sp. z o.o., Finnish Industry Investment Ltd (Tesi), Varma Mutual Pension Insurance Company and Yes VC Select, LP. Such Private Placement will be carried out pursuant to the exemptions to publish a prospectus under Article 1(4) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as amended (the “Prospectus Regulation”). 3NP shall issue, free of charge, to each investor subscribing for shares in the Private Placement one (1) Investor Option for every three (3) series A shares subscribed for by such investor, each such Investor Option entitling, under certain conditions, the holder to subscribe for one (1) series A share at the exercise price of EUR 11.50 per series A share.

Investor Commitments have been received as follows:

• Finnish Industry Investment Ltd EUR 20.00 million;
• Ilmarinen Mutual Pension Insurance Company EUR 15.00 million;
• Varma Mutual Pension Insurance Company EUR 15.00 million;
• Elo Mutual Pension Insurance Company EUR 10.00 million;
• Fortum Energy Holding B.V. EUR 3.00 million;
• Orlen VC sp. z o.o. EUR 3.00 million;
• Move Energy SMR Holding B.V. EUR 2.00 million;
• Mininvest Oy EUR 1.00 million; and
• Yes VC Select, LP EUR 0.83 million.

3NP has raised working capital through subscriptions of series B shares and warrants prior to the Combination. Shareholders of 3NP are Timo Ahopelto (TA Ventures Ltd), Olli Eklund (Deciding Point Oy), Juha Hulkko (Jtel Oy), Juha Lindfors (Långdal Ventures Oy), Pekka Lundmark (Vilomark Oy Ab), Tero Ojanperä (Rando Labs Oy), Ilkka Paananen (Illusian Oy), Risto Virkkala (Tech Consulting Group TCG Oy) as well as 3NP’s management Tuomo Vähäpassi (TSOEH Oy) and Carl Bruun (Seabee Invest Oy) (the “B-Shareholders” and each separately, a “B-Shareholder”). The B-Shareholders have invested capital in 3NP and are to support the Combined Company by making their extensive experience and networks in financing and developing growth companies available to it, as separately agreed from time to time, for the benefit of the Combined Company. The B-Shareholders hold a total of 2,500,000 series B shares, of which 629,250 are pending cancellation. The total number of series B shares will be 1,870,750 after completion of such cancellation. The series B shares entitle the holder to convert them into series A shares if certain price limits for series A shares are met. Furthermore, 3NP has issued 2,120,183 warrants to 3NP’s B-Shareholders, each warrant entitling its holder to subscribe for one series A share for a subscription price of EUR 12.00 per share. The B-Shareholders, including 3NP’s management, have committed to customary restrictions, subject to certain exceptions, on transferring, without the prior written consent of the Sole Global Coordinator, the Shares and any options or other special rights entitling to the Shares. These restrictions are not limited to Shares, options or other special rights held by a B-Shareholder on the date of the relevant lock-up undertaking, but cover any and all such securities that the relevant B-Shareholder may hold during the applicable lock-up period. These transfer restrictions will remain in force for 24 months after the Closing.

In connection with the Combination, the Sellers have committed to customary restrictions, subject to certain exceptions, on transferring, without the prior written consent of the Sole Global Coordinator, the 25,737,145 new series A shares in 3NP received as consideration in connection with the Combination, the option rights received in replacement of Steady Energy’s option rights (the “Consideration Options”) and any series A shares in 3NP subscribed for upon exercise of the Consideration Options, or any securities convertible into or exercisable or exchangeable for such securities. These transfer restrictions will remain in force for 36 months from the Closing with respect to the Steady Energy Founders, and for 180 days with respect to the rest of the Sellers. In connection with the Closing, 3NP will purchase existing shares in Steady Energy from the Steady Energy Founders for an aggregate number of shares that corresponds to EUR 850,000 per Steady Energy Founder. The lock-up restrictions shall not prohibit each of the Steady Energy Founders from selling series A shares in the Combined Company on the First North for a total gross consideration of up to EUR 750,000 after (x) the completion of the Listing and (y) the date on which Steady Energy has signed and publicly announced its first commercial binding agreement pursuant to which it has been appointed as the exclusive or first-priority provider of a reactor or HaaS delivery, provided that such agreement is subject only to a final investment decision or a final heat purchase agreement before becoming fully effective.

As a result of the Offering, the number of the Shares may increase preliminarily to a maximum of 35,124,228 Shares, assuming that all of the Offer Shares offered in the Offering are subscribed for in full and that 33,333 Bonus Shares are issued.

Prior to the Listing, the Shares have not been subject to trading on a regulated market or multilateral trading facility. 3NP has submitted a listing application to Nasdaq Helsinki for listing of the Listing Shares on the First North operated by Nasdaq Helsinki. Series B shares are not applied for admission to public trading. Trading in the Listing Shares is expected to commence on the First North on 2 October 2026 or as soon as reasonably possible thereafter.

Publication of the Company Description

3NP and Steady Energy have submitted the Company Description related to the Offering for Nasdaq Helsinki’s review. Nasdaq Helsinki has completed its review today on 18 September 2026. The Company Description will be available on or about 18 September 2026 on the website of 3NP at www.3north.fi/en, on the website of Steady Energy at investors.steadyenergy.com/en/ipo and on the website of Nordea Bank Abp (“Nordea”) at www.nordea.com/fi/steadyenergy. The Finnish language company description will be available on or about 18 September 2026 on the website of 3NP at www.3north.fi, on the website of Steady Energy at investors.steadyenergy.com/fi/ipo and on the website of Nordea at www.nordea.com/fi/steadyenergy.

Advisers and subscription places

Nordea is acting as 3NP’s financial advisor and as the sole global coordinator and sole bookrunner in relation to the Offering and as the receiving agent in relation to the Private Placement. Nordea acts as a subscription place for its own clients in the Offering. In addition, 3NP has appointed Nordnet Bank AB to act as the subscription place in the Offering. Borenius Attorneys Ltd is acting as legal advisor of 3NP in relation to the Transactions. Krogerus Attorneys Ltd is acting as legal advisor of 3NP’s financial advisor. Roschier, Attorneys Ltd. is acting as legal advisor of Steady Energy in relation to the Combination. Burson Finland Oy is acting as communications advisor to Steady Energy and 3NP. Aktia Alexander Corporate Finance Oy will act as the Combined Company’s certified advisor.

Company presentation event

3NP and Steady Energy will host a company presentation (in Finnish) on 21 September 2026 at 6:00 p.m. EEST. The event can be followed live via https://steadyenergy.events.inderes.com/yhtioesittely.

Important dates

The Company Description available	on or about 18 September 2026
Subscription period of the Offering commences	21 September 2026 at 10:00 a.m. (Finnish time)
Subscription period of the Offering ends on or about	29 September 2026 at 4:00 p.m. (Finnish time)
The Closing (provided that the conditions for the Closing are fulfilled)	30 September 2026
Announcement of the final results of the Offering on or about	30 September 2026
Subscription period for the series A shares to be subscribed for with the Investor Options commences	on or about 1 October 2026
Offer Shares issued in the Offering and Bonus Shares registered in the investors’ book-entry accounts on or about	by 2 October 2026
Series A shares issued in the Private Placement are ready to be delivered against payment through Euroclear Nordics Ltd on or about	by 2 October 2026
Trading in the Listing Shares on the First North commences	on or about 2 October 2026

Further inquiries

Steady Energy’s CEO Tommi Nyman, tel. +358 50 360 7823

3NP’s CEO Tuomo Vähäpassi, tel. +358 40 736 0676

About Steady Energy

Steady Energy is a Finnish nuclear technology company developing a new generation of small modular reactors (SMRs) especially suited for district heating. Its LDR-50 reactor is designed to provide cities and utilities with a reliable, scalable and low-carbon alternative to combustion-based heat production. The reactor concept is based on proven light-water reactor technology, combined with a simplified design focused exclusively on producing heat. Steady Energy aims to make nuclear energy more cost-effective to deploy and to establish its technology as a scalable solution for decarbonising district heating globally. Steady Energy was founded in 2023 as a spin-off from the Technical Research Centre of Finland VTT and has approximately 75 full-time employees.

About 3NP

3NP is an investment company whose purpose is to bring together technology investors, entrepreneurs and executives, identify and analyse technology companies as potential combination partners, combine with one such company, and support the combined company in its growth and value creation.

Important information

The information contained in this release is not for 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.

The information contained in this release does not constitute an offer of securities for sale in the United States. The securities referred to herein may not 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. 3North Partners Plc (“3NP” or the “Company”) does not intend to register any securities in the United States or to offer securities to the public in the United States. Any offering of securities by the Company in the United States may only be made pursuant to an exemption from registration under the U.S. Securities Act of 1933, as amended.

The issue, offer, exercise and/or sale of securities are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company or Nordea Bank Abp (the “Sole Global Coordinator”), assumes no responsibility in the event there is a violation by any person of such restrictions.

The information contained in this release shall not constitute an offer to sell or a solicitation of an offer to purchase or subscribe for, nor shall there be any sale of, the securities referred to in this release 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 release refers, unless they do so on the basis of the information contained in the Company Description published by the Company.

The Company has not authorized any offer to the public of securities in the United Kingdom or in any Member State of the European Economic Area other than Finland. In the United Kingdom, public offers of relevant securities are prohibited under the Public Offers and Admissions to Trading Regulations 2024 (SI 2024/105) (the “POATRs”) unless an exemption set out in Schedule 1 to the POATRs applies. 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 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, and in the United Kingdom only to persons who are qualified investors within the meaning of Schedule 1 to the POATRs or in other circumstances where an exemption under the POATRs applies. For the purposes of this paragraph, the expression an “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 release is directed only at (i) persons who are outside the United Kingdom or (ii) persons who 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”) and (iii) 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 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.

Full terms and conditions for the contemplated initial public offering will be included in the company description that will be prepared by 3NP and Steady Energy Oy (“Steady Energy”) (together, the “Combined Company”) in connection with the contemplated initial public offering. The company description and its Finnish translation will be made available on the website of 3NP at www.3north.fi/en, on the website of Steady Energy at investors.steadyenergy.com/en/ipo and on the website of Nordea at www.nordea.com/fi/steadyenergy.

Any offer to subscribe for the securities referred to in this release will be made by means of a company description that will be published by 3NP following a review by the Nasdaq Helsinki Ltd. The company description contains detailed information about the Combined Company and its management as well as its financial information. This release is an advertisement and not a prospectus for the purpose of the Prospectus Regulation. Investors should not acquire any securities referred to in this release except on the basis of information contained in the company description.

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 Combined Company’s competitive strengths and weaknesses, plans or goals relating to financial position, future operations and development, the Combined Company’s 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, investments, the contemplated initial public offering and listing, future cash flow generation, operating profit margin, financial position and liquidity. 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, many of which in turn are based on assumptions. By their very nature, 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 in this release speak only as at the date of this release. Save as required by law, the Combined Company does not intend, and does not assume any obligation, to update or correct any forward-looking statement contained in this release.

The Sole Global Coordinator is acting exclusively for 3NP and for no-one else in connection with any transaction mentioned in this release and will not regard any other person (whether or not a recipient of this release) as a client in relation to any such transaction and will not be responsible to any other person for providing the protections afforded to its clients, or for advising any such person on the contents of this release or in connection with any transaction referred to in this release.

The contents of this release have been prepared by, and are the sole responsibility of, 3NP and Steady Energy. Neither the Sole Global Coordinator or any of its 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 release or any other information relating to the Combined Company, its subsidiaries or associated companies (or whether any information has been omitted from this release), 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.

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 the 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 Offer Shares and the Bonus Shares have been subject to a product approval process, which has determined that the Offer Shares and the Bonus 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 “Positive Target Market Assessment”); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II. Distributors should note that: the price of the Offer Shares and the Bonus Shares may decline and investors could lose all or part of their investment; the Offer Shares and the Bonus Shares offer no guaranteed income and no capital protection; and an investment in the Offer Shares and the Bonus Shares is compatible only with investors who do not need a guaranteed income or capital protection and 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. Conversely, an investment in the Offer Shares and the Bonus Shares is not compatible with investors looking for full capital protection or full repayment of the amount invested or having no risk tolerance, or investors requiring a fully guaranteed income or fully predictable return profile (the “Negative Target Market” and, together with the Positive Target Market, the “Target Market Assessment”). The Target Market Assessment is without prejudice to the requirements in any contractual, legal or regulatory selling restrictions in relation to the Offering.

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, obtain, or take any other action concerning the Offer Shares and the Bonus Shares. Each distributor is responsible for its own Target Market Assessment in respect of the Offer Shares and the Bonus Shares and determining the appropriate distribution channels.