IMPORTANT DISCLAIMER

Pursuant to an announcement dated 22 April 2025, DBAY Advisors Limited (“DBAY”) and Alan Sellers and Samantha Moss announced a possible offer for the entire issued and to be issued ordinary share capital of Anexo Group PLC (“Anexo”) (“Possible Offer”).

You are attempting to enter the microsite (“Microsite”) which is designated for the publication of electronic versions of materials relating to the Possible Offer.

ACCESS TO THIS 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 THE MICROSITE. THE 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 ANY OTHER FORMALITY (“RESTRICTED JURISDICTION”).

THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY DBAY, ALAN SELLERS AND SAMANTHA MOSS OR ANEXO RELATING TO THE POSSIBLE OFFER IN COMPLIANCE WITH THE UK CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

Please read this notice carefully - it applies to all persons who view the Microsite and, depending upon who you are and where you live, it may affect your rights. Please note that this notice and the Information may be altered or updated from time to time, and should be read in full each time you visit this part of the website. In addition, the contents of the Microsite may be amended at any time, in whole or in part, at our sole discretion.

Nothing on the Microsite, nor anything which can be downloaded from it, is intended to, and does not, constitute or form any part of an offer for sale or subscription or any solicitation for any offer to purchase or subscribe for any securities, or the solicitation of any votes attaching to securities which are the subject of the Possible Offer in any jurisdiction in which such offer or solicitation is unlawful.

Access to the Microsite

To allow you to view the Information, you must read this notice in its entirety and then click “CONFIRM”. If you are unable to confirm you must click “DECLINE”.

Restricted Jurisdictions

This Information is not directed at or intended to be accessible by persons resident in any Restricted Jurisdiction.

Viewing the Information you are seeking to access may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view the Information. Any persons outside the United Kingdom who wish to view the Information 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 about, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction.

If you are not a resident of or located in a restricted jurisdiction, you may access any communication or document in relation to the Possible Offer but you are responsible for first satisfying yourself as to the full observance of the laws and regulatory requirements of your jurisdiction. If you are not permitted to view any communication or document in relation to the Possible Offer by virtue of applicable laws or regulatory requirements, please exit this Microsite.

Basis of access

The Information is made available in good faith and does not constitute an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Possible Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

The Information has been prepared for the purposes of complying with English law and the Code and the Information may not be the same as that which would have been disclosed if this information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.

The Information speaks only at the date of the relevant document or announcement reproduced on the Microsite, and Anexo has, and accepts, no responsibility or duty to update any such information, document or announcement contained in the Information and reserves the right to add to, remove or amend any information reproduced on the Microsite at any time.

Similarly, copies of the contents of the following pages (including documents posted thereon) are not being, and must not be, released or otherwise forwarded, distributed or sent in or into a Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from a Restricted Jurisdiction.

If you are not permitted to view materials on this Microsite or are in any doubt as to whether you are permitted to view these materials, please exit this Microsite and seek independent advice. Neither Anexo nor any of its advisers assumes any responsibility for any violation by any person of any of these restrictions.

Responsibility

In relation to any of the Information, the only responsibility accepted by the directors of Anexo is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise. 

None of the directors (or partners or executives) of Anexo nor any of their affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this Microsite.

Forward-looking statements

This Microsite and the Information may contain certain forward-looking statements with respect to the financial condition, results of operations and businesses of Anexo.

All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of Anexo to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions, including as to future potential cost savings, synergies, earnings, cash flow, return on capital employed, production and prospects. These forward-looking statements are identified by their use of terms and phrases such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “goals”, “intend”, “may”, “objectives”, “outlook”, “plan”, “probably”, “project”, “risks”, “seek”, “should”, “target”, “will” and similar terms and phrases.

There are a number of factors that could affect the future operations of Anexo and could cause those results to differ materially from those expressed in the forward-looking statements included in the Microsite. These factors include, but are not limited to: (a) industry competition; (b) changes in trading conditions; (c) currency and interest rate fluctuations (d) pandemics; (e) market and regulatory forces and (f) changes in general economic, business and political conditions. All forward-looking statements contained in the Microsite are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.

Each forward-looking statement contained in this Microsite speaks only as at the specified date of the relevant document within which the statement is contained. Anexo does not undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this Microsite. Readers should not place undue reliance on any forward-looking statements. Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast or a quantified financial benefits statement (as such term is defined in the Code).

Important information for US investors

Neither the SEC nor any US state securities commission or any other US regulatory authority has approved or disapproved the Possible Offer, or passed comment upon the accuracy or otherwise of any of the information contained on the Microsite or passed judgement upon the fairness or the merits of the Possible Offer. The Possible Offer will be made in accordance with the requirements of the Code. Accordingly, the Possible Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments, that are different from those applicable under U.S. domestic tender offer procedures and law. Any financial statements or other financial information included in the Microsite may have been prepared in accordance with non-U.S. accounting standards that may not be comparable to the financial statements of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the U.S.

Other

If you are in any doubt about the contents of the Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.

Acceptance of Disclaimer

Viewers will confirm their understanding of the disclaimer by pressing “CONFIRM”.

Electronic versions of the Information are not directed at or accessible by persons resident in any Restricted Jurisdiction. Accordingly, you may only access the Microsite if you are able to provide the below confirmations. If you are resident or located in any Restricted Jurisdiction, you must click on the relevant box below in order to exit the Microsite.

Confirmation of understanding and acceptance

In order to view the Information on the Microsite, please click on the “CONFIRM” box below. By clicking on the “CONFIRM” box below, you are making the following confirmations:

(i) I have read and understood the notice set out above and agree to be bound by its terms.

(ii) I certify that I am a resident of or located in the United Kingdom or another jurisdiction into which the distribution of the Information on the Microsite does not constitute a violation of the relevant laws of such jurisdiction and I am not acting on behalf of someone who is resident or located in a Restricted Jurisdiction.

(iii) I agree that I will not copy, forward, transfer or distribute (by any means including by electronic transmission) any documents included in the Microsite either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation.

(iv) I represent and warrant to Anexo that I intend to access this Microsite for information purposes only.

If you are not able to give these confirmations, you should click on “DECLINE” below