IPO of DIP Holding PLC

The information (the “Materials”) contained in this section of the website of [ListCo] (“the Company”) is not intended for, and must not be accessed by, or distributed or disseminated, directly or indirectly, in whole or in part, to any person in the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, the “United States”), Canada, Australia, South Africa, Japan, or in any jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction.

The Materials do not constitute or form a part of any offer to sell, or a solicitation of an offer to purchase, any shares or other securities of the Company referred to on this website (the “Securities”) in the United States, Canada, Australia, South Africa or Japan or in any jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction. The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended, or under any applicable securities laws of any state, province, territory, county or jurisdiction of the United States, Canada, Australia, South Africa or Japan. Accordingly, unless an exemption under relevant securities laws is applicable, the Securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the United States, Canada, Australia, South Africa or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction. There will be no public offer of Securities in the United States.

In member states of the European Economic Area (the “EEA”), these Materials are only being distributed to, and are only directed at, “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (“EU Qualified Investors”).

In the United Kingdom (“U.K.”), these Materials are only being distributed to, and are only directed at, “qualified investors” within the meaning of Schedule 1, Paragraph 15 of the Public Offers and Admission to Trading Regulations 2024 and who are also; (i) investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”); or (ii) high net worth companies or other persons falling within Article 49(2)(a) to (d) of the Order; or (iii) persons to whom it may otherwise lawfully be communicated (all such persons being referred to as “Relevant Persons”).

Any investment activity to which the information contained in this section of the website of the Company relates will only be available to, and will only be engaged with, EU Qualified Investors and Relevant Persons. Persons in member states of the EEA who are not EU Qualified Investors and in the U.K. who are not Relevant Persons should not act or rely on the information contained in this section of the website of the Company.

In the United Arab Emirates (the “UAE”) (excluding the Abu Dhabi Global Market “ADGM” and the Dubai International Financial Centre “DIFC”) these Materials are only distributed to, and are only directed at, persons who have been invited to access the Materials by an authorising entity that is licensed by the UAE Capital Market Authority to promote financial products in the UAE (a “UAE Selling Agent”). To the extent you have not been invited to view the Materials by a UAE Selling Agent, you must be a “professional investor” within the meaning of Chairman of the UAE CMA Board of Directors Decision No. 13/Chairman of 2021, as amended from time to time (the “UAE CMA Regulations”) or have approached a bank that is not a UAE Selling Agent in connection with the offering on a reverse solicitation basis in accordance with the UAE CMA Regulations (a “Professional Investor”).

In the ADGM, these Materials are only distributed to, and are only directed at, “Authorised Persons” or “Recognised Bodies” (as such terms are defined in the ADGM’s Financial Services and Markets Regulations 2015 (as amended) (“FSMR”)) or persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 18 of the FSMR) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (“ADGM Relevant Persons”). The Materials must not be acted on or relied on by persons who are not ADGM Relevant Persons. Any investment or investment activity to which these Materials relate is available only to ADGM Relevant Persons and will be engaged in only with ADGM Relevant Persons.

In the DIFC, these Materials are only distributed to, and are only directed at, persons who meet the ‘deemed’ to be “Professional Clients” criteria set out in Rule 2.3.4 of the Dubai Financial Services Authority (“DFSA”) Conduct of Business Module and who are not natural persons. The Materials must not be acted on or relied on by persons who are not ‘deemed’ to be “Professional Clients”. Any investment or investment activity to which these Materials relate is available only to ‘deemed’ to be “Professional Clients” and will be engaged in only with ‘deemed’ to be “Professional Clients”.

In the Kingdom of Saudi Arabia (the “KSA”), the Materials may not be distributed except to such persons as are permitted under the Rules on the Offer of Securities and Continuing Obligations issued by the Capital Market Authority of the KSA pursuant to a resolution of its board number 3-123-2017 dated 27 December 2017, as amended (the “OSCO Rules”).

If you are not permitted to view Materials on this website or are in any doubt as to whether you are permitted to view these Materials, please exit this webpage. These Materials must not be released or otherwise forwarded, distributed or sent in or into the United States, Canada, Australia, South Africa, Japan or any jurisdiction in which such offers or sales are unlawful. Persons viewing or receiving such documents or other Materials (including custodians, nominees and trustees) must not distribute or send them in, into or from the United States, Canada, Australia, South Africa or Japan.

By clicking on the link below to view the information contained in this section of the website of the Company, you represent and warrant that:

(i) you are neither resident in, nor currently located in, the United States, Canada, Australia, South Africa, Japan or any other jurisdiction where the distribution of the information contained in this section of the website of the Company is prohibited or restricted;
(ii) if you are a resident or physically present in a member state of the EEA, you are an EU Qualified Investor and if you are in the U.K., you are a Relevant Person;
(iii) if you are a resident or physically present in the United Arab Emirates (other than ADGM and DIFC), you have received an invitation from a UAE Selling Agent or you are a Professional Investor;
(iv) if you are a resident or physically present in the ADGM, you are an ADGM Relevant Person;
(v) if you are a resident or physically present in the DIFC, you are ‘deemed’ to be a “Professional Client” (as defined below);
(vi) if you are a resident or physically present in the KSA, you are a person to whom the Materials may distributed under the OSCO Rules;
(vii) you will not transmit or otherwise send any information contained in this section of the website of the Company to any person resident in, or located in, the United States, Canada, Australia, South Africa or Japan or in any jurisdiction where distribution of the information contained in this section of the website of the Company is prohibited or restricted; and
(viii) you have read, understood and agree to comply with the above information, and you understand that it may affect your rights and agree to be bound by its terms. You confirm that you are permitted to proceed to electronic versions of the Materials.

The information (the “Materials”) contained in this section of the website of [ListCo] (“the Company”) is not intended for, and must not be accessed by, or distributed or disseminated, directly or indirectly, in whole or in part, to any person in the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, the “United States”), Canada, Australia, South Africa, Japan, or in any jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction.

The Materials do not constitute or form a part of any offer to sell, or a solicitation of an offer to purchase, any shares or other securities of the Company referred to on this website (the “Securities”) in the United States, Canada, Australia, South Africa or Japan or in any jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction. The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended, or under any applicable securities laws of any state, province, territory, county or jurisdiction of the United States, Canada, Australia, South Africa or Japan. Accordingly, unless an exemption under relevant securities laws is applicable, the Securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the United States, Canada, Australia, South Africa or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction. There will be no public offer of Securities in the United States.

In member states of the European Economic Area (the “EEA”), these Materials are only being distributed to, and are only directed at, “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (“EU Qualified Investors”).

In the United Kingdom (“U.K.”), these Materials are only being distributed to, and are only directed at, “qualified investors” within the meaning of Schedule 1, Paragraph 15 of the Public Offers and Admission to Trading Regulations 2024 and who are also; (i) investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”); or (ii) high net worth companies or other persons falling within Article 49(2)(a) to (d) of the Order; or (iii) persons to whom it may otherwise lawfully be communicated (all such persons being referred to as “Relevant Persons”).

Any investment activity to which the information contained in this section of the website of the Company relates will only be available to, and will only be engaged with, EU Qualified Investors and Relevant Persons. Persons in member states of the EEA who are not EU Qualified Investors and in the U.K. who are not Relevant Persons should not act or rely on the information contained in this section of the website of the Company.

In the United Arab Emirates (the “UAE”) (excluding the Abu Dhabi Global Market “ADGM” and the Dubai International Financial Centre “DIFC”) these Materials are only distributed to, and are only directed at, persons who have been invited to access the Materials by an authorising entity that is licensed by the UAE Capital Market Authority to promote financial products in the UAE (a “UAE Selling Agent”). To the extent you have not been invited to view the Materials by a UAE Selling Agent, you must be a “professional investor” within the meaning of Chairman of the UAE CMA Board of Directors Decision No. 13/Chairman of 2021, as amended from time to time (the “UAE CMA Regulations”) or have approached a bank that is not a UAE Selling Agent in connection with the offering on a reverse solicitation basis in accordance with the UAE CMA Regulations (a “Professional Investor”).

In the ADGM, these Materials are only distributed to, and are only directed at, “Authorised Persons” or “Recognised Bodies” (as such terms are defined in the ADGM’s Financial Services and Markets Regulations 2015 (as amended) (“FSMR”)) or persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 18 of the FSMR) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (“ADGM Relevant Persons”). The Materials must not be acted on or relied on by persons who are not ADGM Relevant Persons. Any investment or investment activity to which these Materials relate is available only to ADGM Relevant Persons and will be engaged in only with ADGM Relevant Persons.

In the DIFC, these Materials are only distributed to, and are only directed at, persons who meet the ‘deemed’ to be “Professional Clients” criteria set out in Rule 2.3.4 of the Dubai Financial Services Authority (“DFSA”) Conduct of Business Module and who are not natural persons. The Materials must not be acted on or relied on by persons who are not ‘deemed’ to be “Professional Clients”. Any investment or investment activity to which these Materials relate is available only to ‘deemed’ to be “Professional Clients” and will be engaged in only with ‘deemed’ to be “Professional Clients”.

In the Kingdom of Saudi Arabia (the “KSA”), the Materials may not be distributed except to such persons as are permitted under the Rules on the Offer of Securities and Continuing Obligations issued by the Capital Market Authority of the KSA pursuant to a resolution of its board number 3-123-2017 dated 27 December 2017, as amended (the “OSCO Rules”).

If you are not permitted to view Materials on this website or are in any doubt as to whether you are permitted to view these Materials, please exit this webpage. These Materials must not be released or otherwise forwarded, distributed or sent in or into the United States, Canada, Australia, South Africa, Japan or any jurisdiction in which such offers or sales are unlawful. Persons viewing or receiving such documents or other Materials (including custodians, nominees and trustees) must not distribute or send them in, into or from the United States, Canada, Australia, South Africa or Japan.

By clicking on the link below to view the information contained in this section of the website of the Company, you represent and warrant that:

(i) you are neither resident in, nor currently located in, the United States, Canada, Australia, South Africa, Japan or any other jurisdiction where the distribution of the information contained in this section of the website of the Company is prohibited or restricted;
(ii) if you are a resident or physically present in a member state of the EEA, you are an EU Qualified Investor and if you are in the U.K., you are a Relevant Person;
(iii) if you are a resident or physically present in the United Arab Emirates (other than ADGM and DIFC), you have received an invitation from a UAE Selling Agent or you are a Professional Investor;
(iv) if you are a resident or physically present in the ADGM, you are an ADGM Relevant Person;
(v) if you are a resident or physically present in the DIFC, you are ‘deemed’ to be a “Professional Client” (as defined below);
(vi) if you are a resident or physically present in the KSA, you are a person to whom the Materials may distributed under the OSCO Rules;
(vii) you will not transmit or otherwise send any information contained in this section of the website of the Company to any person resident in, or located in, the United States, Canada, Australia, South Africa or Japan or in any jurisdiction where distribution of the information contained in this section of the website of the Company is prohibited or restricted; and
(viii) you have read, understood and agree to comply with the above information, and you understand that it may affect your rights and agree to be bound by its terms. You confirm that you are permitted to proceed to electronic versions of the Materials.