Disclaimer

Recommended cash offer (the “Offer”) for StatPro Group Plc (“StatPro”) by Ceres Bidco Limited (“Bidco”)

THIS SECTION OF THE WEBSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY STATPRO AND/OR BIDCO RELATING TO THE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”). THE OFFER CANNOT BE VALIDLY ACCEPTED BY OFFEREE SHAREHOLDERS OR ANY OTHER PERSONS BY MEANS OF DOWNLOADING A COPY OF THE DOCUMENTS FROM THIS WEBSITE.

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.  IF YOU ARE NOT PERMITTED TO VIEW THE OFFER ON THIS WEBSITE, OR VIEWING THE OFFER WOULD RESULT IN A BREACH OF THOSE TERMS AND CONDITIONS, OR YOU ARE IN ANY DOUBT AS TO WHETHER YOU ARE PERMITTED TO VIEW THE OFFER, PLEASE EXIT THIS WEB PAGE.

Access to Information Relating to the Offer

Please read this notice carefully – it applies to all persons who view this part of the website and, depending upon who you are and where you live, it may affect your rights. This notice and the information contained herein may be altered or updated from time to time, and should be read carefully each time you visit this part of the website.

For regulatory reasons, we have to ensure you are aware of the appropriate regulations for the country which you are in.  To allow you to view the information relating to the Offer, you have to read the following notices and then click “AGREE”. If you are unable to agree, you should click “DECLINE” and you will not be able to view the information about the Offer.

Basis of Access to Information Relating to the Offer

The information relating to the Offer that can be accessed via this part of the website is being made available in good faith and for information purposes only and is subject to these terms and conditions. Any person seeking access to this part of the website represents and warrants to StatPro that they are doing so legally and for information purposes only. Making information relating to the Offer available in electronic format on this part of the website is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of the securities in any jurisdiction in contravention of applicable law.

StatPro shareholders should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned. If you are a StatPro shareholder you should take no action based on the information available on this part of the website. Any action required by StatPro shareholders in connection with the Offer will only be set out in documents sent to or made available to StatPro shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.

The information contained in this part of the StatPro website is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by StatPro or Bidco.

Overseas persons

The information contained herein is not for publication or distribution, directly or indirectly, in or into any jurisdiction where to do so would violate the law of that jurisdiction (a “Restricted Jurisdiction”), and the availability of the Offer to shareholders who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions.  Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable regulatory and legal requirements.

Unless otherwise determined by StatPro and Bidco or required by the Code, and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in or into a Restricted Jurisdiction where to do so would violate the securities laws in that jurisdiction and the Offer is not capable of acceptance from or within a Restricted Jurisdiction except pursuant to an applicable exemption.  The Offer may not be downloaded or accessed by any person either in whole or in part from or within a Restricted Jurisdiction or where to do so would or may constitute a breach of any applicable local laws or regulations.

IF YOU ARE NOT PERMITTED TO VIEW THE OFFER ON THIS WEBSITE, OR VIEWING THE OFFER WOULD RESULT IN A BREACH OF THE ABOVE, OR YOU ARE IN ANY DOUBT AS TO WHETHER YOU ARE PERMITTED TO VIEW THE OFFER, PLEASE EXIT THIS WEB PAGE.

Forward-looking statements

The information and documents in this section of the website may contain forward-looking statements regarding StatPro’s and/or Bidco’s financial position, business strategy, plans and objectives of management for future operations.  All statements other than statements of historical facts included in any document may be forward-looking statements.  Forward-looking statements also often use words such as “targets”, “plans”, “believes”, “expects”, “aims”, “intends”, “will”, “may”, “anticipates”, “estimates”, “projects”, “should” and words of similar meaning.  By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, and readers are cautioned not to place undue reliance on such statements.  The important factors that could cause StatPro’s  and/or Bidco’s actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others: risk involving Bidco’s ability to realise expected benefits associated with the Offer; the performance of competitors; the impact of legal or other proceedings; and general market and/or economic conditions.

These forward-looking statements speak only as of the date of the relevant document(s).  StatPro and Bidco expressly disclaim any obligation or undertaking to update or revise any forward-looking statement (except to the extent legally required).

Unless expressly stated otherwise, no statement contained or referred to in this section of the website is intended to be a profit forecast.

Responsibility

In relation to any document, announcement or information contained in this part of the website, the only responsibility accepted by the directors of StatPro is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.

Documents included in this part of the StatPro website speak only at the specified date of the relevant document. Subject to any continuing obligations under applicable law StatPro expressly disclaims any obligation to disseminate, after the date of the posting of information relating to the Offer on this part of the website, any updates or revisions to any statements in the Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.

None of the directors of StatPro or its affiliated companies have reviewed, and none of them shall have any responsibility for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.

If you are in any doubt about this part of the website, or what action you should take, you should immediately seek your own financial advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 (“FSMA”) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

THE INFORMATION RELATING TO THE OFFER THAT IS CONTAINED IN THIS PART OF THE WEBSITE MAY NOT BE DOWNLOADED BY, FORWARDED TO, TRANSMITTED TO, OR SHARED WITH 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 OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH STATPRO REGARDS AS UNDULY ONEROUS. ANY PERSON SEEKING ACCESS TO THIS PART OF THE WEBSITE REPRESENTS AND WARRANTS TO STATPRO THAT THEY ARE DOING SO LEGALLY AND FOR INFORMATION PURPOSES ONLY.

Governing Law

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

Confirmation of understanding and acceptance of disclaimer

I have read and understood the disclaimer and terms and conditions set out above.  I understand that it may affect my rights.  I agree to be bound by its terms.  I confirm that I am permitted to proceed to this part of the site.