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DISCLAIMER
PRESENTATION AND ITS CONTENTS ARE CONFIDENTIAL AND ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION WHERE SUCH DISTRIBUTION IS UNLAWFUL. THIS PRESENTATION IS NOT AN OFFER OR INVITATION TO BUY OR SELL SECURITIES IN ANY JURISDICTION. For the purposes of this notice, "presentation" means this document, any oral presentation, any question and answer session and any written or oral material discussed or distributed during the presentation. By attending a meeting where this presentation is given or by otherwise viewing this presentation, you agree to be bound by the following terms and conditions. This presentation has been prepared and issued by and is the sole responsibility of FNG N.V. (the "Company") and is confidential and only for use at the presentation to connected analysts in connection with the proposed public offering. It may not be copied, distributed, reproduce directly or indirectly, in whole or in part, or disclosed by any recipient, to any other person (whether within or outside such person's organization or firm) or published in whole or in part, for any purpose or under any circumstances. This presentation includes market, economic and industry data, which the Company obtained or extrapolated from industry publications and surveys, customer feedback and reports provided by various statistics providers and market research organizations. In addition, certain statistics, information relating to the Company’s business and markets (market sizes, market shares, market positions) and other industry data in this presentation are based on services provided by several third party sources (collectively, the "Company Market Study"). Certain of the market, economic and industry data contained in this presentation comes from the Company’s own internal research and estimates based on the knowledge and experience of the Company’s management in the markets in which the Company operates. While the Company reasonably believes that such information is reasonable and reliable, they, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to change. Accordingly, undue reliance should not be placed on the market, economic and industry data contained in this presentation. The presentation has not been independently verified and no representation or warranty, express or implied, is made or given by or on behalf of the Company, and/or any of ING Belgium SA/NV and Belfius Bank NV (together, the "Banks") or any of their respective directors, officers, employees, agents, affiliates, advisors or any person acting on their behalf, as to, and no reliance should be placed on, the accuracy, completeness or fairness of the information or opinions contained in this presentation and no responsibility or liability is assumed by any such persons for any such information or opinions or for any errors or
- missions. All information presented or contained in this presentation is subject to verification, correction, completion and change without notice. In giving this presentation, none of the Company, and/or any of the
Banks or any of their respective directors, officers, employees, agents, affiliates, advisors or any person acting on their behalf, undertakes any obligation to amend, correct or update this presentation or to provide the recipient with access to any additional information that may arise in connection with it. None of the Company, and/or any of the Banks or any of their respective directors, officers, employees, agents, affiliates, advisors or any person acting on their behalf, shall have any liability whatsoever (in negligence or otherwise) for any loss whatsoever arising from any use of this presentation, or otherwise arising in connection with this presentation. This presentation is not intended for potential investors and does not constitute or form part of, and should not be construed as, any offer, invitation or recommendation to purchase, sell or subscribe for any securities in any jurisdiction and neither the issue of the information nor anything contained herein shall form the basis of or be relied upon in connection with, or act as an inducement to enter into, any investment
- activity. This presentation does not purport to contain all of the information that may be required to evaluate any investment in the Company or any of its securities and should not be relied upon to form the basis of,
- r be relied on in connection with, any contract or commitment or investment decision whatsoever. Any investment decision should be made solely on the basis of a final prospectus to be issued by the Company.
Prospective investors are required to make their own independent investigations and appraisals of the business and financial condition of the Company before taking any investment decision. This presentation is only directed at persons in member states of the European Economic Area ("EEA") who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) ("Qualified Investors"). In addition, in the United Kingdom, this presentation is addressed to and directed only at, Qualified Investors who are (i) 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, as amended (the "Order"), (ii) persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom this presentation may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This presentation must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the EEA other than the United Kingdom, by persons who are not Qualified Investors. Any investment or investment activity to which this presentation relates is available only to relevant persons in the United Kingdom and Qualified Investors in any member state of the EEA other than the United Kingdom, and will be engaged in only with such persons. This presentation and the information contained herein is not intended for publication or distribution in, and does not constitute an offer of securities in, the United States (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act")), Canada, Australia, Japan or any other jurisdiction where such distribution or offer is unlawful. The securities of the Company have not been and will not be registered under the Securities Act or with the securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold in the United States except pursuant to an exemption from, or in a transactions not subject to, the registration requirements of the Securities Act. This presentation does not constitute a prospectus within the meaning of the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht) or the Belgian Prospectus Law (Wet op de openbare aanbieding van beleggingsinstrumenten en de toelating van beleggingsinstrumenten tot de verhandeling op een gereglementeerde markt) and does not constitute an offer to acquire securities. Any offer to acquire securities will be made, and any investor should make his investment, solely on the basis of information that will be contained in the prospectus to be made generally available in Belgium [and the Netherlands] in connection with such offering. When made generally available in Belgium [and the Netherlands], copies of the prospectus may be obtained at no cost from the Company or through the website of the Company. Statements in the document, including those regarding the possible or assumed future or other performance of the Company or its industry or other trend projections, constitute forward-looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors because they relate to events and depend on circumstances that will occur in the future whether or not outside the control of the Company. Such factors may cause actual results, performance or developments to differ materially from those expressed or implied by such forward-looking statements. Accordingly, there can be no assurance that such forward-looking statements will prove to be correct. Some of the information is still in draft form and will only be finalised, if legally verifiable, at the time of the final prospectus. Moreover, the Banks, the Company and their respective affiliates, officers, employees and agents do not undertake any obligation to review, update or confirm expectations or estimates or to release any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of the presentation. You should not place undue reliance on forward-looking statements. This document includes certain non-IFRS financial measures. These measures may not be comparable to similarly-titled measures used by other companies, and are not measures of financial performance.
