AUDINATE GROUP LIMITED — Capital/Financing Update 2019

Jun 5, 2019

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6 June 2019

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Disclaimer and Important Notice

Summary Information

This presentation has been prepared by Audinate Group Limited ACN 618 616 916 (“Audinate” or the “Company”). It is intended only for those persons to whom it is delivered personally by or on behalf of Audinate. Specifically, this document is provided to you as a person who is either a holder of an Australian financial services licence or an authorised representative of such a licensee, or either a “professional investor” or “sophisticated investor” who is also a “wholesale investor” (as those terms are defined in section 709(11), 708(8) and 761A respectively of the Corporations Act 2001 (Cth) (“Corporations Act”)), to whom a prospectus is not required to be given under Chapter 6D of the Corporations Act. If you are not such a person, you are not entitled to receive this document, and you must promptly return all materials received from Audinate (including this document) without retaining any copies. By receiving this document you warrant that you are an investor within the scope of this paragraph and that you accept this document on the basis set out in this document.

This presentation contains information about the Company and its subsidiaries and is dated 6 June 2019. The information in this presentation does not purport to be complete or to provide all information that an investor should consider when making an investment decision. It should be read in conjunction with the Company’s other periodic and continuous disclosure announcements lodged with the Australian Securities Exchange which are available at asx.com.au (ASX code: AD8).

Not an Offer

This presentation is not a prospectus, disclosure document or offering document under Australian law (and will not be lodged with ASIC) or any other law. It is for information purposes only and is not an invitation or offer of securities for subscription, purchase or sale in any jurisdiction. No action has been taken to register the securities referred to in this presentation or otherwise to permit a public offering of securities in any jurisdiction outside Australia – please refer to the foreign selling restrictions on slides 19 and 20. In particular, this presentation and the information contained in it does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. This presentation may not be distributed or released in the United States. The shares offered in the Placement and Share Purchase Plan (New Shares) have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares may not be offered or sold, directly or indirectly, in the United States absent registration or in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable U.S. state securities laws. The release, publication or distribution of this presentation in jurisdictions outside Australia may be restricted by law. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

Disclosure

Not Financial Product Advice

This presentation is for information purposes only and is not a financial product nor investment advice (nor tax, accounting or legal advice) nor a recommendation to acquire shares. Neither this document nor anything contained in it forms the basis of any contract or commitment and no agreement to subscribe for securities will be entered into on the basis of this document. This document has been prepared without taking into account the objectives, financial situation or needs of individuals. Before making an investment decision prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs and seek legal and taxation advice appropriate to their jurisdiction. The Company is not licensed to provide, and this presentation does not constitute the provision of, financial product advice in respect of Audinate shares. Cooling off rights do not apply to the acquisition of Audinate shares. You should make your own decisions regarding the Capital Raising and whether to participate based upon your own inquiries and independent advice.

Effect of Rounding

A number of figures, amounts, percentages, estimates, calculations of value and fractions in this presentation are subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figures set out in this presentation.

Investment Risks

An investment in Audinate shares is subject to investment and other known and unknown risks, some of which are beyond the control of the Company. The Company does not guarantee any particular rate of return or the performance of the Company, nor does it guarantee the repayment of capital from the Company or any particular tax treatment. Readers should have regard to the risks outlined in the ‘Risks’ section of this presentation.

Neither the Company, nor its officers, directors, employees, agents, contractors, advisers or any other associated persons (collectively, “Associated Persons”) represents or warrants in any way, express or implied, that the information, opinions, conclusions or other information contained in this presentation, any of which may change without notice, is fair, accurate, complete, up to date or correct. To the maximum extent permitted by law, the Company and its Associated Persons each expressly disclaims and excludes all liability (including, without limitation, any liability arising from fault or negligence) that may arise from, or is connected to, this presentation, or the use of this presentation, or any other written or oral information provided by or on behalf of the Company.

The brokers and advisors have not been involved in the preparation of, and have not authorised, permitted or caused the issue, lodgement, submission, dispatch or provision of this presentation and do not make or purport to make any statement in this presentation and you acknowledge that there is no statement in this presentation which is based on any statement made by the brokers and advisors. You acknowledge and agree that none of the brokers and advisors and their affiliates, officers and employees, makes any representation or warranty as to the currency, accuracy, reliability or completeness of information and nor do they make any representations or warranties to you concerning the Capital Raising and whether you should participate. You should make your own decisions regarding the Capital Raising and whether to participate based upon your own inquiries and independent advice. The brokers and advisors and their affiliates, officers and employees, to the maximum extent permitted by law, expressly disclaim all liabilities in respect of, make no representation regarding, and take no responsibility for any part of this document or in relation to the Capital Raising.

Confidentiality

This document and the information in this document (“Confidential Information”) is strictly confidential. You must not copy, reproduce, quote or refer to the Confidential Information or give it to another person, in whole or in part, without the prior written consent of Audinate, which may be withheld in its absolute discretion.

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1H19 Results Presentation

Disclaimer and Important Notice

Acceptance

By attending an investor presentation or briefing, or accepting, accessing or reviewing this document you acknowledge and agree to the terms set out above and on the next page.

Past Performance

Past performance detailed in this presentation is given for illustrative purposes only and should not be relied upon as an indication of the Company’s views on its future financial performance or condition. Readers should note that past performance of the Company, including the historical trading price of the Company’s shares, cannot be relied upon as an indicator of (and provides no guidance as to) future performance, including the future trading price of the Company’s shares.

Future Performance

Past performance information provided in this document may not be a reliable indication of future performance. This document contains certain forward looking statements and comments about future events. Forward-looking statements involve known and unknown risks, significant uncertainties, assumptions, contingencies, and other factors, many of which are outside the control of Audinate, are subject to change without notice, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct, and which may cause the actual results or performance of Audinate to be materially different from any results or performance expressed or implied by such forward-looking statements. Such forwardlooking statements speak only as of the date of this document. Forward looking statements should not be relied on as an indication or guarantee of future performance. No representation, warranty or undertaking is made that any projection, forecast, assumption or estimate contained in this document should or will be achieved.

Financial Data

All financial information in this presentation is in Australian Dollars ($ or AUD) unless otherwise stated.

Investors should be aware that certain financial measures included in this presentation are ‘non-IFRS financial information’ under ASIC Regulatory Guide 230: ‘Disclosing non-IFRS financial information’ published by ASIC and and are not recognised under International Financial Reporting Standards (“IFRS”). The principal non-IFRS financial measure that is referred to in this presentation is EBITDA. EBITDA is earnings before interest, tax, depreciation and amortisation and significant items. Management uses EBITDA to evaluate the operating performance of the business and each operating segment prior to the impact of significant items, the non-cash impact of depreciation and amortisation and interest and tax charges, which are significantly impacted by the historical capital structure and historical capital structure and historical tax position of Audinate. Other non-IFRS financial measures that may be used in the presentation include gross margin and net operating free cash flow.

The Company believes the non-IFRS financial information provides useful information to users in measuring the financial performance and conditions of the Company. The non-IFRS financial information do not have a standardised meaning prescribed by IFRS. Therefore, the non-IFRS financial information is not a measure of financial performance, liquidity or value under the IFRS and may not be comparable to similarly titled measures presented by other entities, and should not be construed as an alternative to other financial measures determined in accordance with IFRS. Investors are cautioned, therefore, not to place undue reliance on any non-IFRS financial information included in this presentation.

Recipients must conduct their own independent investigation, evaluation and analysis of the matters and data set out in this document, and rely entirely on such investigation and analysis. Recipients must form their own opinion as to whether or not to enter into any arrangements with Audinate. Audinate disclaims any obligation or undertaking to disseminate any updates or revisions to any forward looking statements in this document to reflect any change in expectations in relation to any forward looking statements or any change in events, conditions or circumstances on which any such statement is based.

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1H19 Results Presentation

Section 1

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Capital Raising Summary

Audinate Group Limited (“Audinate” or “the Company”) is raising :

• A$20.0 million in a Placement to professional and sophisticated investors; and

Capital Raising

• Up to A$4.0 million in a Share Purchase Plan to all existing eligible shareholders

Audinate intends to utilise the proceeds of the Offer to:

• Expand global sales penetration

• Accelerate recent product initiatives

Use of Funds

• Develop next generation Dante platform

• Provide additional balance sheet strength and flexibility to support growth

The Offer Price of A$7.00 represents a:

• 5.9% discount to the last close of A$7.44[(1) ]

Pricing

• 6.3% discount to the 10-day VWAP of A$7.47[(1) ]

• (1) As at last close 4[th] June 2019. Source: IRESS

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1H19 Results Presentation

Placement and SPP details

Placement

• Unconditional Placement of approximately 2.86 million new ordinary fully paid shares (“New Shares”) at A$7.00 per security (“Offer Price”) to raise A$20.0 million (“the Offer”).

• New Shares issued under the Placement will rank pari passu with existing ordinary shares.

Share Purchase Plan

• Audinate will also offer all existing eligible investors the opportunity to subscribe for New Shares up to a maximum of 2,142 shares (A$15,000) per investor under a Share Purchase Plan (“SPP”) at the Offer Price.

• The SPP will be capped at A$4.0 million.

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Timetable

Indicative Placement timetable	Date
Settlement of New Shares issued under the Placement	Wednesday, 12 June 2019
Allotment and normal trading of New Shares issued under the Placement	Thursday, 13 June 2019
Indicative SPP timetable	Date
Record date for shareholders to participate in SPP	7.00pm (AEST) Wednesday, 5 June 2019
Dispatch SPP documents to eligible shareholders	Wednesday, 12 June 2019
Expected SPP offer opening date	9.00am (AEST) Thursday, 13 June 2019
Expected SPP offer closing date	5.00pm (AEST) Thursday, 4 July 2019
SPP allotment date	Wednesday, 10 July 2019
Expected quotation on the ASX and normal trading of New Shares under SPP commences	Thursday, 11 July 2019
SPP holding statements dispatched	Friday, 12 July 2019

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1H19 Results Presentation

Proposed Use of Funds

• Expand global sales penetration – accelerate sales, marketing and training footprint across new product

• 1 markets and geographies

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2
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Accelerate recent product initiatives – expand product range of Dante AVIO adapters and Dante AV and shorten time-frame for Dante software implementations; accelerate both localisation and internationalisation of core Dante product set

3

• Develop the next generation Dante platform – development of next generation Dante “IOT” software endpoints and continuation of the extension of the software platform beyond the Dante Domain manager

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4
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• Provide additional balance sheet strength and flexibility to support growth and solidify competitive advantage, including funding for potential strategic acquisitions

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1H19 Results Presentation

Section 2

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Audinate - Pioneering the future of AV

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World-leading supplier Growing network effect with of digital audio number of Dante-enabled networking for the products in market Professional AV industry 2,000

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Products

Audinate’s core technology, called Dante, distributes audio signals across computer networks

Dante comprises software and hardware that resides inside the audio products of Audinate’s Original Equipment Manufacturer (OEM) customers

Customers Audinate products OEM Products (OEM Brands)

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UK
Germany
USA Japan
China
Hong Kong
HQ
Sydney,
Australia
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Chips Modules
Cards Software
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Listed on the Australian Stock Exchange (ASX:AD8) in June 2017

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Competitive landscape – Networked Audio Products

Audinate is the clear global market leader compared to competing audio networking solution providers

Dante more than five times the adoption of its closest competitor

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Total products per protocol [[(1)]] 2,000
products
at 30.5.19
2000
1800
1639
1600
1400
1200
916
1000
800
618
600
[VALUE]
343
400
166
200 288
124 128
31
0
2013 2014 2015 2016 2017 2018
Dante Cobranet Ravenna Others AVB
Number of Products
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Total products per protocol[[(1)]]

1) RH Consulting, Networked Audio Products 2018 and Audinate company data

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Increasing OEM customer adoption: pipeline for growth

OEM customers

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228
218 221
212
205 202
194 193
176 179 179
158 158
146 142
131
106
92
8 9 9 11 13 14 15 15 15
1H15 2H15 1H16 2H16 1H17 2H17 1H18 2H18 1H19
Parent licensees OEMs shipping Dante enabled products OEMs developing first Dante product
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• OEM data regularly reviewed and updated – during 1H19, 31 new Dante licensees were added & 17 OEMs were removed from this table as no longer considered likely to bring a Dante product to market

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Audinate has grown to 228 OEM customers have
455 OEM customers announced products in
at 1H19 the market
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Built in revenue growth as new
OEM customers bring products
to market
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Note: per financial year

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Core business growth strategy

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Increase the number of OEMs adopting Dante

Increase market awareness of Dante products

Educate end users, system designers and integrators so that they install more Dante products in their AV systems – driving growth in chips/modules sales

Increase penetration of Dante throughout each OEM brand’s product portfolio

Encourage existing OEM customers to Dante-enable more of their product range – some manufacturers make many hundreds of products

Continue to sign new OEM partner brands and help them to get Dante enabled products to market

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Growth Drivers

Robust core audio networking business

• Market leadership position in digital audio networking

• 2,000 products shipping from 228 manufacturers, and growing

• Strong pipeline of Dante from 212 manufacturers yet to ship first product

• Continued conversion from analogue connected systems to digital

• Expansion of Dante core networking offerings including software based solutions

• Plenty of runway for growth – management estimate digital penetration is 7-8%

New products to more than double addressable market to AUD $1bn

• Dante AVIO Adapters – connect legacy equipment to Dante

• Dante System Management software

• Dante AV Video solution

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Section 3
Other
15 Capital Raising Presentation
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Risks

This Section describes some of the potential material risks associated with Audinate’s business, the industry in which Audinate operates and the risks associated with an investment in Shares. Audinate is subject to a number of risks, both specific to the Company’s business activities and of a general nature, which may either individually or in combination adversely impact Audinate’s future operating and financial performance, investment returns and the value of Audinate’s Shares. The occurrence or consequences of some of the risks described here are partially or completely outside of Audinate’s control, or the control of Audinate’s Directors and Management.

This Section does not purport to list every risk that may be associated with Audinate’s business or the industry in which Audinate operates, or an investment in Shares, now or in the future and there is no guarantee or assurance that the risks will not change or that other risks or matters that may adversely affect Audinate will not emerge. Any of these risks, or any other risks or other matters, may emerge and may have a material adverse effect on the business and its financial position and performance.

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Risks

General Risks

Share Price and Volume Fluctuations

Audinate, as a publicly listed company on the ASX, is subject to general market risks applicable to all securities listed on a stock exchange. This may result in fluctuations in the share price that are not explained by the performance of Audinate. The price at which shares are quoted on the ASX may increase or decrease due to a number of factors, some of which may not relate directly or indirectly to Audinate’s performance or prospects. These factors may cause the shares to trade at prices below the Capital Raising price. There is no assurance that the price of the shares will increase, even if Audinate’s earnings increase.

Some of the factors which may affect the price of Audinate shares include:

• fluctuations in the domestic and international markets for listed stocks;

Specific Risks

Launch of new products

The development schedule for new products may take longer than forecast, delaying the development of new revenue streams. New third party technologies could prove more advanced and be developed in less time than Audinate’s new products. In addition, Audinate expects that over time software revenue will contribute a greater proportion of Audinate’s total revenue. There is a risk that Audinate’s software and services may not be well received by its customers or Audinate may not be able to generate sufficient adoption of its software by end users .

Tariffs and duties

• general economic conditions, including interest rates, inflation rates, exchange rates, commodity and oil prices or changes to government;

• fiscal, monetary or regulatory policies, legislation or regulation;

• inclusion in or removal from market indices;

• the nature of the markets in which Audinate operates;

• general operational and business risks;

• variations in sector performance, which can lead to investors exiting one sector to prefer another; and

• initiatives by other sector participants which may lead to investors switching from one stock to another.

The introduction of new or increased trading tariffs, import or export duties or other trade restrictions may affect Audinate’s competitiveness in, and limit its access to, particular markets. In particular, if the United States government extends the scope of tariffs on the importation of goods from China into the United States, this could result in margin pressure for Audinate and decreased demand in the United States for OEM products manufactured in China.

Sell-down by Existing Shareholders

There is a risk that existing substantial shareholders may seek to sell-down their shareholding in Audinate. A significant sale of shares or a perception that a sell-down may occur could adversely affect the price of Audinate shares.

Deterioration of general economic conditions may also affect Audinate’s business operations, and the consequent returns from an investment in shares.

General Economic and Financial Market Conditions

The operating and financial performance of Audinate is influenced by a variety of general domestic and global economic and business conditions that are outside the control of Audinate. There is a risk that prolonged deterioration in general economic conditions may negatively impact the demand for Audinate’s products and negatively impact Audinate’s financial performance, financial position, cash flows, dividends, growth prospects and share price.

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Risks

Specific Risks (continued)

Competition risk

Audinate competes against other audio networking companies. Some of Audinate’s existing and potential competitors may have significantly more resources than Audinate does and this may enable them to increase their market share. In addition, Audinate’s OEM customers may also decide to develop their own networking technology solutions in-house or Audinate may fail to anticipate and respond to changing opportunities, technology, standards or customer requirements as quickly as competitors. If any of these risks arise, Audinate may compete less effectively against Audinate’s competitors and it could reduce Audinate’s market share and ability to secure existing or new business which would have an adverse impact on Audinate’s operating and financial performance.

Industry Standardisation

There is currently a minimal level of industry standardisation across the AV industry. There is a risk that future industry standardisation across the AV industry could disrupt and adversely affect Audinate’s business. If Audinate does not continue to innovate, such standardisation has the potential to commoditise Audinate’s products and could result in reduced margins and have an adverse effect on Audinate’s operations and financial performance.

Protection of intellectual property

The value of Audinate’s products is dependent on Audinate’s ability to protect intellectual property, including business processes and know-how, copyrights and trademarks. There is a risk that Audinate may be unable to detect the unauthorised use of its intellectual property rights in all instances. Further, actions Audinate takes to protect its intellectual property may be costly, and may not be adequate or enforceable and thus may not prevent the misappropriation of its intellectual property and proprietary information. Audinate’s failure to protect its intellectual property rights could have an adverse impact on Audinate’s operations and financial performance.

Ability to attract and retain key personnel

The Group’s continued success depends on being able to hire and retain highly skilled and experienced employees in the technical and development teams. Failure to do so may adversely affect Audinate’s ability to develop products or implement its business strategies, which may adversely affect its future financial performance.

Supply chain disruption risk

Audinate sells chips and printed circuit board modules which incorporate its software. These devices are manufactured or supplied by third parties. A disruption to supply of these components or the manufacturing of these devices could have a material adverse effect on the Company’s ability to generate revenue while the disruption or delays remain in place. If the disruptions were prolonged and another third party supplier or manufacturer could not be sourced, this could have a material adverse effect on Audinate’s ability to continue to grow the business.

Failure to retain existing customers and attract new customers

The success of Audinate’s business relies on the ability to retain existing customers, attract new business from existing customers as well as attract new customers. If customers do not continue to use Audinate’s products and increase their usage over time, and if new customers do not choose to use Audinate’s products, the growth in Audinate’s revenue may slow, or Audinate’s revenue may decline, which will have an adverse impact on Audinate’s operating and financial performance.

Failure to realise benefits from product development costs

Developing technology is expensive and the investment in the development of these product offerings often involves an extended period of time to achieve a return on investment. Audinate may not, however receive significant revenues from these investments for several years, or may not realise such benefits at all.

Reliance on key customers

A significant proportion of Audinate’s revenue is currently derived from Audinate’s largest customer, Yamaha Corporation. If Audinate’s relationship with Yamaha or any of its other major customers deteriorates, or should any of these major customers default or terminate their agreements with Audinate, or merely not order products from Audinate, then Audinate’s business and financial condition could be adversely impacted.

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Foreign Selling Restrictions

This document does not constitute an offer of New Shares in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the New Shares may not be offered or sold, in any country outside Australia except to the extent permitted below.

Hong Kong

WARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been taken in Hong Kong to authorise or register this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the New Shares have not been and will not be offered or sold in Hong Kong other than to "professional investors" (as defined in the SFO and any rules made under that ordinance).

No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors. No person allotted New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities.

The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.

New Zealand

This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the "FMC Act"). The New Shares are not being offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) other than to a person who:

• is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;

• meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;

• is large within the meaning of clause 39 of Schedule 1 of the FMC Act;

• is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or

• is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.

Singapore

This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.

This document has been given to you on the basis that you are (i) an existing holder of the Company’s shares, (ii) an "institutional investor" (as defined in the SFA) or (iii) an "accredited investor" (as defined in the SFA). In the event that you are not an investor falling within any of the categories set out above, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.

Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

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Foreign Selling Restrictions

United Kingdom

Neither this document nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been published or is intended to be published in respect of the New Shares.

This document is issued on a confidential basis to "qualified investors" (within the meaning of section 86(7) of the FSMA) in the United Kingdom, and the New Shares may not be offered or sold in the United Kingdom by means of this document, any accompanying letter or any other document, except in circumstances which do not require the publication of a prospectus pursuant to section 86(1) of the FSMA. This document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.

Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the New Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of the FSMA does not apply to the Company.

In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 ("FPO"), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together "relevant persons"). The investments to which this document relates are available only to, and any offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

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Thank you

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