Disclaimer

POSSIBLE CASH OFFER FOR IRON PLC (“IRON”) BY COPPER (“COPPER”) (THE “POSSIBLE OFFER")

ACCESS TO THIS WEBSITE (“MICROSITE”) 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 A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THIS MICROSITE. THIS MICROSITE IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH CONSENT OR OTHER FORMALITY WHICH IRON REGARDS AS UNDULY ONEROUS. THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND/OR INFORMATION PUBLISHED BY IRON AND/OR COPPER RELATING TO THE POSSIBLE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS. THE INFORMATION IS BEING MADE AVAILABLE ON THIS MICROSITE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

1. ACCESS TO THE OFFER

Please read this notice carefully – it applies to all persons who view this Microsite and, depending upon who you are and where you live, it may affect your rights. This Microsite contains information relating to the Possible Offer. Please note that, as the Possible Offer progresses, the information contained on this Microsite as well as the terms of this disclaimer may be altered or updated. You should read the full text of this disclaimer each time you visit this Microsite.

For regulatory reasons, Iron must ensure that persons seeking to access this Microsite are made aware of the appropriate regulations for the country which such person is in. To allow you to view details relating to the Possible Offer on this Microsite, you have to read the following in its entirety then click "I agree". If you are unable to agree, you must click "I disagree" and you will not be able to view any such details.

2. OVERSEAS JURISDICTIONS

Viewing the information contained in this Microsite may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view this information. Any person who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. If you are not permitted to view the information contained in this Microsite or viewing the information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the information, please exit this webpage by clicking on the "I disagree" box below.

YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND, SHARE OR SHOW THE ANNOUNCEMENTS, INFORMATION OR DOCUMENTS CONTAINED IN THIS MICROSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE ANNOUNCEMENTS, INFORMATION OR DOCUMENTS CONTAINED THEREIN TO ANY JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO.

3. NOTICE TO US INVESTORS

Iron shareholders resident in the United States should note that the Possible Offer relates to shares of a non-U.S. company and is subject to the disclosure and procedural requirements of the United Kingdom (which are different from those of the United States). Neither the US Securities and Exchange Commission, nor any securities commission of any state, territory or possession of the United States, has approved the Possible Offer, passed upon the fairness of the Possible Offer or passed upon the adequacy or accuracy of any information in this Microsite. Any representation to the contrary is a criminal offence in the United States.

Any financial statements or other financial information included in this Microsite or the Iron website has been prepared in accordance with non-US accounting standards and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

It may be difficult for US holders of shares to enforce their rights and any claims they may have arising under the US federal securities laws, since Iron is located in a non-US jurisdiction and some or all of its officers and directors may be residents of a non-US jurisdiction. Holders in the United States may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgment.

4. BASIS OF ACCESS TO INFORMATION RELATING TO THE OFFER

The information contained in this Microsite is not intended to, and does not, constitute or form any part of an offer to purchase, sell, subscribe for or exchange, or the solicitation of an offer to purchase, sell, subscribe for or exchange or an invitation to purchase, sell or subscribe for or exchange any securities, or the solicitation of any vote or approval in any jurisdiction pursuant to the information or the potential transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law or regulations. In particular, the information contained in this Microsite  is not an offer of securities for sale into the United States. Any person seeking access to this Microsite represents and warrants to Iron that they are doing so for informational purposes only.

Iron shareholders should seek advice from an appropriately authorised independent financial adviser as to the suitability of any action for the individual concerned. Any shareholder action required in connection with the Possible Offer will only be set out in documents sent to or made available to Iron shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.

5. FORWARD-LOOKING STATEMENTS

Some of the information contained in this Microsite may include statements that are or may be deemed to be "forward-looking statements". These statements are prospective in nature and are not based on historical facts, but rather on assumptions, expectations, valuations, targets, estimates, forecasts and projections of Iron and Copper about future events and are therefore subject to uncertainty and changes in circumstances which could cause actual results, performances, or events to differ materially from the future events expected or implied by the forward-looking statements. The forward-looking statements contained in this Microsite include statements about the expected effects of the Possible Offer on: Iron and its subsidiary undertakings from time to time ("Iron Group"); Copper and its subsidiary undertakings from time to time ("Copper Group"); and the enlarged group following the Possible Offer comprising the Iron Group and the Copper Group ("Enlarged Group"), the expected timing and scope of the Possible Offer, synergies, other strategic options and all other statements in this Microsite other than historical facts. Forward-looking statements may (but will not always) include, without limitation, statements typically containing words such as "plans", "aims", "intends", "expects", "anticipates", "believes", "estimates", "will", "may", "budget", "forecasts" and "should" and words of similar import. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. These forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of Copper or Iron. There are several factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Possible Offer, as well as additional factors, such as: domestic and global business and economic conditions; asset prices; market related risks such as fluctuations in interest rates and exchange rates, industry trends, competition, changes in government and regulation, changes in the policies and actions of governments and/or regulatory authorities (including changes related to capital and tax), changes in political and economic stability (including exposures to terrorist activities, the UK's exit from the EU (including any changes to the UK currency), Eurozone instability), the presence, transmission, threat or fear of a novel coronavirus, including the coronavirus disease (COVID19) or any evolution thereof, and/or any mandatory or advisory restriction issued, or action ordered, by any public authority, regulatory body or government in connection therewith including any federal, state, local or foreign regulation, rule, statute or law, disruption in business operations due to reorganisation activities, interest rate, inflation, the timing impact and other uncertainties of future or planned acquisitions or disposals or offers, the inability of the Enlarged Group to realise successfully any anticipated synergy benefits when the Possible Offer is implemented (including changes to the board and/or employee composition of the Enlarged Group), the inability of the Copper Group to integrate successfully the Iron Group's operations and programmes if the Possible Offer is implemented, the Enlarged Group incurring and/or experiencing unanticipated costs and/or delays (including IT system failures, cyber-crime, fraud and pension scheme liabilities), or difficulties relating to the Possible Offer if the Possible Offer is implemented. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Investors should not place undue reliance on any forward-looking statements and neither Copper nor Iron, nor any of their respective advisers, associates, directors or officers undertakes any obligation to update publicly, expressly disclaim or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required or provides any representation, assurance or guarantee that the occurrence of events expressed or implied in any forward-looking statement contained in this Microsite will actually occur.

6. NO PROFIT FORECAST

Save as otherwise expressly stated in any relevant Information, no statement in any document contained in this Microsite is intended as a profit forecast or a profit estimate for any period and no statement in any document contained in this Microsite should be interpreted to mean that the earnings or earnings per share of Iron or any of its affiliates for current or future financial years will necessarily match or exceed the historical published earnings per share for Iron.

7. RESPONSIBILITY

The directors of Iron only accept responsibility for the correctness and fairness of the reproduction or presentation of the information relating to the Possible Offer on this Microsite unless the responsibility statement in any relevant document expressly provides otherwise. No other liability, express or implied, is accepted by any such person for the content of such information, save that nothing shall exclude the liability of a person for their fraud or fraudulent misrepresentation.

Subject to any continuing obligations under applicable law, the City Code on Takeovers and Mergers or any relevant listing rules, each of Iron and Copper expressly disclaims any obligation to disseminate, after the date of the posting of information relating to the Possible Offer on this Microsite, any updates or revisions to any statements in the Possible Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.

If you are in any doubt about the contents of this Microsite or the action you should take, you should seek your own financial advice from an independent advisor authorised under the Financial Services and Markets Act 2000 (as amended), or if you are outside the UK from an appropriately authorised financial advisor.

THE INFORMATION RELATING TO THE POSSIBLE OFFER THAT IS CONTAINED IN THIS MICROSITE MAY NOT BE DOWNLOADED BY ANY PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.

This notice shall be governed by, and interpreted in accordance with, English law.

8. CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF DISCLAIMER.

• I have read and understood the disclaimer set out above and agree to be bound by its terms.


• I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of the materials on this Microsite or parts of it illegal.


• I will not print, download or otherwise seek to copy, mail, forward, distribute or send (by any means including by electronic transmission) any of the materials on this Microsite either in whole or in part to any other person at any time.


• I represent and warrant to Iron that I intend to access this Microsite for information only, that I have read and understood the notice set out above and that I understand that it may affect my rights or responsibilities.

If you are unable to give these confirmations you should click on "I disagree" below.