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Disclaimer
This presentation (the Presen entat ation) has been prepared by Webstep ASA (Webst step ep or the Compan any) with assistance from Arctic Securities AS, Sparebank 1 Markets AS and Sparebank 1 SR-Bank ASA, Markets (jointly, the Manage gers) solely for information purposes in connection with the contemplated initial public offering (the Offer ering), as further described herein and as described in the prospectus prepared for the Offering dated 25 September 2017 (the Prospe pect ctus us). This Presentation has not been independently verified, nor has it been verified by any of the Managers. The Presentation has been furnished to you solely for your information and may not be copied or passed on, in whole or in part, or its contents reproduced, disclosed, published, distributed to or used by any other person without the prior consent of Webstep. The contents of this Presentation are not to be construed as financial, legal, business, investment, tax or other professional advice. Each prospective investor should consult with its own financial, legal, business, tax and/or other adviser as to financial, legal, business and/or tax aspects of a purchase of the shares offered in the Offering. By receiving this Presentation, you acknowledge that you will be solely responsible for your own assessment of the market and the market position of the Company and that you will conduct your own analysis and are solely responsible for forming your own opinion of the potential future performance of the Company’s business. In making an investment decision, investors must rely on their own examination of the Company, including the merits and risks involved. The Presentation does not constitute or form part of, and should not be construed as, an offer to sell or issue, or the solicitation of an offer to buy or acquire, securities of Webstep or any of its affiliates, or an inducement to enter into investment activity in the United States or in any other jurisdiction in which such offer, solicitation, inducement or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction. No part of the Presentation, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. This Presen entat ation
- n does not include
de all infor
- rmat
ation
- n relevan
vant for a poten ential invest stor
- r in the Offer
ering
- ng. A decisi
sion n to purch chase ase shares s in the Offer ering ng, if any, should d be made solely y on the basis of infor
- rmat
ation n contai aine ned d in the Prospe pect ctus, us, includ uding ng the risk k factor
- rs.
- s. No represe
esent ntat ation, n, warran anty, y, or under ertaki aking ng, express ess or implied, d, is made to, and no reliance nce should d be placed d on, any informat ation
- n, includ
uding ng project ection
- ns,
s, estimat ates, es, targe gets s and
- pinion
- ns,
s, contai aine ned d herei ein, n, and no liability y whatso soeve ever is accept pted d as to any error
- rs,
s, omissi sion
- ns
s or misst stat atem emen ents s contai aine ned herein, n, and, accor
- rdi
ding ngly, y, neithe her the Compan any y nor the Manage gers, s, nor any of their affiliat ates es or their respe pect ctive ve membe bers, s, direct ctor
- rs,
s, officer cers, s, represe esent ntat atives, ves, employee yees s or advisor sors, accept pt any liability y whatsoe soever ver arising ng direct ectly y or indirect ctly y from
- m the use of this Presen
entat ation, n, or its conten ents s or otherwise se arisi sing ng in connect ection
- n therew
ewith.
- h. All informat
ation
- n in this Presen
sentat ation
- n is subject
ect to verificat cation
- n, correct
ection
- n,
compl plet etion n and change ge withou
- ut notice.
- ce. In giving
g this s Presen entat ation
- n, neithe
her the Compan any y nor the Manage gers s or their respect ective ve affi ffiliat ates es or agent nts s undertake ke any obligat ation
- n to provi
vide de the recipi pien ent with access ss to any addition
- nal infor
- rmat
ation n or to updat ate this Presen entat ation n or any infor
- rmat
ation
- n or to correct
ect any inaccur curaci acies es in any such infor
- rmat
ation. n. Factual statements, statistical data, information regarding actual and proposed issues, views expressed, and projections, forecasts or statements relating to various matters referred to in this Presentation may change. Certain statements contained in this Presentation constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and can be identified by the use of forward-looking terminology, including the words "anticipate", "believe", "intend", "estimate", "expect", "will", "may", "should" and words of similar meaning. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. Accordingly, no assurance is given that such forward-looking statements will prove to have been correct and no representation or warranty is given as to the completeness or accuracy of any forward-looking statement contained in these materials or the accuracy of any of the underlying
- assumptions. Nothing contained herein shall constitute any representation or warranty as to the future performance of the Company, any financial instrument, credit, currency rate or other market or economic measure. Information about past performance given in these
materials is given for illustrative purposes only and should not be relied upon as, and is not, an indication of future performance. Neither the Company nor any of its affiliates accepts or will accept any responsibility, duty of care, liability or obligations for providing any recipient with access to additional information, for updating, modifying or otherwise revising these materials or any of their contents (including, without limitation, any estimate or forecast of future financial performance), for correcting any inaccuracy in these materials or their contents (or any other written information or oral information provided in connection therewith) which may become apparent, or for notifying any recipient or any other person of any such inaccuracy. The securities of the Company have not been and will not be registered under the US Securities Act of 1933 (the Secur urities es Act), or with any securities regulatory authority of any state or jurisdiction of the United States and may not be offered, sold, resold, pledged, delivered, distributed or transferred, directly or indirectly, into or within the United States unless registered under the Securities Act or pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act or in compliance with any applicable securities laws of any state or jurisdiction of the United States. There will be no public offering of the securities of the Company in the United States. In any member state of the European Economic Area (the EEA EEA) that has implemented Directive 2003/71/EC (such directive and amendments thereto, including Directive 2010/73/EU, together with any applicable implementing measures in the relevant home member state, the EU EU Prospe pect ctus s Direct ctive ve), this Presentation is only addressed to and directed at Qualified Investors in that member state within the meaning of the EU Prospectus Directive, or to investors in such other circumstances in which no obligation arises for the Company or any
- f the Managers to publish a prospectus or a supplement to a prospectus under the EU Prospectus Directive in relation to the Offering. This Presentation is not a prospectus for the purpose of the EU Prospective Directive and does not contain the same level of information
as a prospectus. This Presentation is being distributed in the United Kingdom solely to, and directed solely at, Qualified Investors who (i) have professional experience, knowledge and expertise in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 of the United Kingdom, as amended, (ii) are high net-worth entities and other persons falling within Article 49(1) of the Financial Promotion Order or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 of the United Kingdom, as amended (“FSMA”), in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as Relevan ant Person
- ns). This Presentation is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this
Presentation relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This Presentation does not constitute a prospectus for the purposes of Section 85(1) of FSMA. The securities referred to herein have not been and will not be registered under the applicable securities laws of Canada, Australia or Japan and, subject to certain exceptions, may not be offered or sold within Canada, Australia or Japan or to any national, resident or citizen of Canada, Australia or Japan, subject to certain exceptions. Neither this Presentation nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into the United States, Canada, Australia or Japan. Any failure to comply with this restriction may constitute a violation of United States, Canadian, Australian or Japanese securities laws. The Presentation is also not for publication, release or distribution in any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction nor should it be taken or transmitted into such jurisdiction and persons into whose possession this Presentation comes should inform themselves about and observe any such relevant laws. Each of the Managers is acting only for the Company and will not be responsible to anyone other than the Company for providing the protections afforded to clients of such Manager or for providing advice in relation to any potential offering of securities of the Company. This Presentation speaks only as of its date. Neither the delivery of this document nor any further discussions with any of the recipients shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since such date. By reading the Presentation slides or by otherwise receiving this Presentation or the information contained herein, you agree to be bound by the foregoing limitations. This Presentation shall be governed by Norwegian law. Any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of the Norwegian courts with Oslo City Court as legal venue.