Documents relating to Wegener Offer

Proposed offer by Mecom Group Plc for all of the issued and outstanding share capital of Koninklijke Wegener N.V.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA, ITALY, JAPAN OR THE UNITED STATES

Important notice – please read carefully

Access to this section of the website may be restricted under securities laws in certain jurisdictions. This notice requires you to confirm certain matters (including that you are not resident in such jurisdiction) before you may obtain access to the information and documents in this section of the website. The information and documents in this section of the website are not directed at or accessible by persons resident in Australia, Canada, Italy, Japan or the United States or any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction.

This section of the website contains information and documents published by Mecom Group Plc (Mecom) relating to the offer by Mecom for all of the issued and outstanding share capital in Koninklijke Wegener N.V. (Wegener) (the Offer). This notice applies to all persons who view this section of the website and, depending on the location of the relevant person, may affect their rights and/or responsibilities. If you wish to view this section of the website, please read this notice carefully.

The information and documents relating to the Offer set out in this section of the website are being made available for information purposes only and are subject to the terms and conditions set out below. The terms and conditions of the Offer are set out in the offer memorandum relating to the Offer (the Offer Memorandum). Persons considering the Offer should only rely on the information contained in the Offer Memorandum and the prospectus issued by Mecom in connection with the Offer (the Prospectus).

The documents set out in this section of the website speak only at the date of the relevant document and Mecom has, and accepts, no responsibility or duty to update any such document. Mecom reserves the right to add to, remove or amend any information or document set out in this section of the website at any time and at its sole discretion.

The distribution of the Offer Memorandum into a jurisdiction other than the Netherlands and the Prospectus into a jurisdiction other than the Netherlands and the United Kingdom may be restricted by law and therefore persons into whose possession such documents come should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdictions.

None of the documents set out in this section of the website shall, whether individually or taken together, constitute an offer to sell or the solicitation of an offer to acquire shares in any jurisdiction in which such an offer or solicitation is unlawful. It is the responsibility of persons accessing this section of the website to satisfy themselves as to the full observance of any relevant laws and regulatory requirements. If you are in any doubt as to a potential violation, you should not access this section of the website. Neither Mecom nor any of its advisers assume any responsibility for any violation by any person of any of these restrictions.

The Offer is not being made in, and the shares in Wegener will not be accepted for purchase from or on behalf of any persons in, any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or which would require any registration, approval or filing with any regulatory authority not expressly contemplated by the terms of the Offer Memorandum (the Restricted Jurisdictions). In particular, and without limitation, the Offer is not being made, directly or indirectly, in or into Australia, Canada, Italy, Japan or the United States, whether by use of any means or instrumentality of interstate or foreign commerce or any facility of a national securities exchange (including, without limitation, electronic mail, post, facsimile transmission, telex and telephone), or otherwise, and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within Australia, Canada, Italy, Japan or the United States. Accordingly, copies of information and/or documents from this section of the website are not being, and must not be, mailed or otherwise forwarded, distributed or sent in or into or from the Restricted Jurisdictions and persons receiving such information and/or documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them into or from the Restricted Jurisdictions. Any persons (including, without limitation, custodians, nominees and trustees) who would or otherwise intend to, or may have a contractual or other legal obligation to, forward the Offer Memorandum, Prospectus and/or any other document relating to the Offer to any Restricted Jurisdiction should seek appropriate advice before taking any action.

Save as set out in the Offer Memorandum and the Prospectus, Mecom is not responsible for any information in this section of the website. Mecom is not responsible for any website which persons accessing this section of the website may visit on leaving this website, neither has Mecom reviewed nor is it responsible for, nor does it accept any liability in respect of, any information on any other website that may be linked to this website by a third party.
US securities restrictions

The securities to be issued in connection with the Offer have not been and will not be registered under the US Securities Act of 1933, as amended (the US Securities Act), nor under any laws of any state of the United States, and may not be offered, sold, resold, or delivered, directly or indirectly, in or into the United States, except pursuant to an exemption from the registration requirements of the US Securities Act and the applicable state securities laws. None of the documents set out in this section of the website constitute an offer to sell or the solicitation of an offer to buy any securities in the United States or in any other jurisdiction in which such an offer or solicitation would be unlawful.

The Mecom shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the shares or the accuracy or adequacy of the document. Any representation to the contrary is a criminal offence in the United States. Except as otherwise provided for therein, neither the Offer Memorandum nor the Prospectus constitutes an offer to sell, or the solicitation of an offer to acquire, any securities from any shareholder with a registered address in, or who is resident or located in, the United States.

Acceptance

If you are in any doubt about the contents of this section of the website or the action you should take, you should seek your own advice from an appropriately authorised independent financial adviser.

By clicking on [I AGREE] below, you:

confirm that you have read this notice and understand its terms, including that it may affect your rights and/or responsibilities, and agree to be bound by its term;
confirm that you are permitted under all applicable laws to proceed and view the information and documents set out in this section of the website, and that you will not forward, transmit or show such information or documents to any person;
confirm that you are not (nor do you act on behalf of someone who is) located or resident in a Restricted Jurisdiction; and
represent and warrant to Mecom that you intend to access this section of the website for information purposes only and in good faith.