IMPORTANT INFORMATION

POSSIBLE OFFER FOR AUCTION TECHNOLOGY GROUP PLC (“ATG”)

You are attempting to access an area of ATG’s website (the “Microsite”) that is designated for the publication of announcements, information and documents (together the “Information”) in connection with the possible offer to be made by Fitzwalter Capital Limited (“FWC”) for the entire issued and to be issued ordinary share capital of ATG not already owned by FWC (the “Possible Offer”). Any decision made or action required to be taken in relation to the Possible Offer should be made solely on the basis of the information provided in any definitive offer document or scheme document published in relation to the Possible Offer, which will contain the full terms and conditions of the Possible Offer.

The Information in the Microsite 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 would like to access the Microsite to view the Information, please read the entirety of this notice carefully before clicking “I agree” or “I disagree” below. If you are unable to agree, or unsure whether you are able to agree, you should click “I disagree”.

ACCESS TO THE MICROSITE MAY BE RESTRICTED UNDER THE SECURITIES LAWS OR REGULATIONS OF CERTAIN JURISDICTIONS. IN PARTICULAR, THE INFORMATION IN THE MICROSITE IS NOT DIRECTED AT, OR INTENDED TO BE ACCESSED BY, PERSONS RESIDENT, OR OTHERWISE LOCATED, IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH ATG REGARDS AS UNDULY ONEROUS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT, OR OTHERWISE LOCATED, IN SUCH JURISDICTION) BEFORE YOU MAY OBTAIN ACCESS TO THE MICROSITE.

Access to the Microsite

This notice applies to all persons who access the Microsite to view the Information and, depending on who you are and where you are located, may affect your rights or responsibilities. The Information in the Microsite does not constitute an offer to sell, or otherwise dispose of, or any invitation or solicitation of any offer to purchase or subscribe for, any securities or the solicitation of a vote or approval pursuant to the Possible Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

This notice, the Information in the Microsite, and the availability of the Information in the Microsite to persons resident in certain jurisdictions may be amended, removed or updated by ATG at any time in whole or in part at the sole discretion of ATG and accordingly this notice and the Information in the Microsite should be read carefully in full each time you wish to access the Microsite and view the Information.

The Information in the Microsite speaks only at the date of the relevant publication, document or announcement and ATG, has and accepts, no responsibility or duty to update any Information (other than to the extent such duty arises as a matter of law or regulation).

The Information in the Microsite 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 ATG.

IF YOU ARE PERMITTED TO ACCESS THE MICROSITE AND VIEW THE INFORMATION IN THE MICROSITE, YOU SHOULD NOT RELEASE, DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND, SHARE, TRANSMIT OR SHOW ANY OF THE INFORMATION IN THE MICROSITE (EITHER IN WHOLE OR IN PART, OR DIRECTLY OR INDIRECTLY) TO ANY OTHER PERSON. IN PARTICULAR, YOU SHOULD NOT RELEASE, DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND, SHARE OR OTHERWISE TRANSMIT THE INFORMATION CONTAINED THEREIN (EITHER IN WHOLE OR IN PART OR DIRECTLY OR INDIRECTLY) TO ANY PERSON RESIDENT OR LOCATED IN ANY JURISDICTION WHERE TO DO SO WOULD VIOLATE THE RELEVANT LAWS OR REGULATIONS IN THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT ON ANY REGISTRATION, FILING OR OTHER FORMALITY WHICH ATG REGARDS AS UNDULY ONEROUS.

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

Persons located outside the United Kingdom (the “UK”)

The Information in the Microsite is not directed at or intended to be accessible by persons resident or located in any jurisdiction if to do so would constitute a violation of the relevant laws or regulations of that jurisdiction or would result in a requirement to comply with any governmental or other consent on any registration, filing or other formality which ATG regards as unduly onerous.

As a consequence of legal restrictions, the release, publication or distribution of Information in the Microsite in certain jurisdictions or to certain persons may be restricted or unlawful. It is the responsibility of any person who wishes to access the Microsite, and into whose possession any Information in the Microsite comes, who is resident or located outside of the UK to inform themselves about, and fully observe, any applicable legal or regulatory requirements and restrictions applicable in their jurisdiction. Any failure to comply with such requirements and restrictions may constitute a violation of the securities laws of such jurisdiction and ATG and its advisers do not assume any responsibility for any violation by any person of any of these requirements or restrictions. Therefore, if you are, or have any doubt as to whether you are, resident or located in a jurisdiction that renders the accessing of the Microsite or parts thereof illegal, whether or not subject to the making of certain notifications or taking of any other action, you should not continue to seek to access the Microsite and should exit this webpage immediately without accessing any of the Information in the Microsite by clicking on the “I disagree” button below.

Additional notice relevant for the United States (the “US”)

ATG shareholders ordinarily resident in the US or with a registered addresses in the US (and any custodian, nominee or trustee holding ATG shares for persons in the US or with a registered addresses in the US) (together the “US Holders”) should note in particular that:

the Possible Offer relates to the securities of an English company with a listing on the London Stock Exchange and is subject to UK procedural and disclosure requirements and practices that are different from those of the US;
none of the securities referred to in the Microsite or in the Information in the Microsite have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the US or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the Information in the Microsite;
none of the securities referred to in the Microsite or in the Information in the Microsite have been or will be registered under the US Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any state or other jurisdiction of the US and may not be offered or sold, directly or indirectly, in or into the US or to US persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the US;
the payment and settlement procedure with respect to the Possible Offer would comply with the relevant UK rules, which differ from payment and settlement procedures in the US, particularly with regard to the date of payment of consideration;
the receipt of consideration for the transfer of a US Holder’s ATG shares pursuant to the Possible Offer may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each US Holder is urged to consult his or her independent professional adviser immediately regarding the tax consequences of the Possible Offer applicable to him or her;
it may be difficult for US Holders to effect service of process, enforce their rights and initiate any claims they may have arising under US federal securities laws in connection with the Possible Offer since ATG and FWC are located in a country other than the US and some or all of their officers and directors may be residents of countries other than the US, and some or all of their assets may be located in jurisdictions other than the US. US Holders may not be able to sue ATG and FWC or their respective officers or directors in a non-US court for violations of US securities laws and it may be difficult to compel ATG and FWC and their respective affiliates to subject themselves to the jurisdiction or judgment of a US court; and
financial statements or other financial information included in the Microsite may have been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.

Forward-looking statements

Some of the Information in the Microsite (including information included or incorporated by reference) may include statements, other than statements of historical facts, that are or may be deemed to be “forward-looking statements”. Without limitation, any statements preceded or followed by or that include the words “target”, “aims”, “estimates”, “will”, “may”, “should”, “goals”, “hopes”, “continue”, “believes”, “expects”, “intends”, “anticipates”, “forecasts”, “plans” and “projects” or similar words or expressions of similar substance, or the negative thereof, identify forward-looking statements. Forward-looking statements include statements relating to FWC’s and/or ATG’s future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects, business and management strategies.

By their nature, these forward-looking statements are prospective and are not based on historical facts, but rather on the current expectations, assessments and assumptions of the management of FWC and/or ATG about future events and are therefore subject to risks, assumptions and uncertainties that could cause the actual results to differ materially from those expressed or implied in the forward-looking statements. Many of these risks, assumptions and uncertainties relate to factors that are beyond FWC’s and/or ATG’s ability to control or estimate precisely, such as: (i) future market conditions; (ii) changes in political, economic and business conditions; and (iii) the introduction of competing products and services or the behaviour of other market participants and/or customers. None of ATG or its members, directors, officers, employees, advisers, affiliated companies or any person acting on its behalf provides any representation, assurance or guarantee that the events expressed or implied in any forward-looking statements will prove to be correct or will actually occur. Given these risks and uncertainties, you should not, therefore, place undue reliance on these forward-looking statements, which speak only as of the date of this notice, as a prediction of actual results.

ATG and its respective members, directors, officers, employees, advisers and any person acting on behalf of one or more of them expressly disclaims any intention or obligation to update or revise any of the forward-looking statements set out in the Information in the Microsite, whether as a result of new information, future events or otherwise, except to the extent required by legal or regulatory obligation.

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

Responsibility

In relation to any Possible Offer related Information in the Microsite please note any statement of responsibility contained therein.

The Information in the Microsite issued or published by ATG speaks only at the specified date of the relevant announcement or document and neither ATG, nor any affiliated companies, have or accept any responsibility or duty to update such Information (other than to the extent required by legal or regulatory obligation).

In relation to any Information in the Microsite issued or published by any third party, or which relate to any third party, the only responsibility accepted by ATG and its directors is for the correctness and fairness of its reproduction or presentation, unless the responsibility statement in any relevant document expressly provides otherwise.

Neither the directors of ATG, nor any affiliated companies, have reviewed and no such person is or shall be responsible for, or accepts any liability in respect of, any information on any other website that may be linked to or form part of this website by a third party.

Other

If you are in any doubt about the contents of the Microsite or the action you should take, you should immediately 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 UK, from an appropriately authorised independent financial adviser.

Merrill Lynch International ("BofA Securities"), which is authorised by the Prudential Regulatory Authority and regulated by the Financial Conduct Authority and the Prudential Regulatory Authority in the United Kingdom, is acting exclusively for ATG and for no one else in connection with the Possible Offer and will not be responsible to anyone other than ATG for providing the protections afforded to its clients or for providing advice in relation to the Information in the Microsite.

Deutsche Bank AG is a stock corporation (Aktiengesellschaft) incorporated under the laws of the Federal Republic of Germany with its principal office in Frankfurt am Main. It is registered with the local district court (Amtsgericht) in Frankfurt am Main under No HRB 30000 and licensed to carry on banking business and to provide financial services. The London branch of Deutsche Bank AG is registered as a branch office in the register of companies for England and Wales at Companies House (branch registration number BR000005) with its registered branch office address and principal place of business at 21, Moorfields, London EC2Y 9DB. Deutsche Bank AG is subject to supervision by the European Central Bank (ECB), Sonnemannstrasse 22, 60314 Frankfurt am Main, Germany, and the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht or BaFin), Graurheindorfer Strasse 108, 53117 Bonn and Marie-Curie-Strasse 24-28, 60439 Frankfurt am Main, Germany. With respect to activities undertaken in the United Kingdom, Deutsche Bank AG is authorised by the Prudential Regulation Authority. It is subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority. Details about the extent of Deutsche Bank AG’s authorisation and regulation by the Prudential Regulation Authority are available from Deutsche Bank AG on request. Deutsche Bank AG, acting through its London branch (which is trading for these purposes as Deutsche Numis) (“Deutsche Numis”) is acting exclusively for ATG and no other person in connection with the matters referred to in this Microsite and will not be responsible to any person other than ATG for providing the protections offered to clients of Deutsche Numis nor for providing advice in relation to the Information in the Microsite. Neither Deutsche Numis nor any of its affiliates (nor any of their respective directors, officers, employees or agents), owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Deutsche Numis in connection with this Microsite, any statement contained herein or otherwise.

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

Confirmation of understanding and acceptance of this notice

By clicking on “I agree” below, you:

confirm that you have read, understood and agree to be bound by the terms of the notice set out above and that you understand that accessing the Microsite may affect your rights or responsibilities;
warrant and represent to ATG that you intend to access the Microsite for information purposes only;
warrant and represent to ATG that you are a resident of or located in the UK or another jurisdiction into which the distribution of the Information in the Microsite does not constitute a violation of the relevant laws of such jurisdiction;
warrant and represent to ATG that you are not a resident of, or otherwise located in any jurisdiction where accessing the Microsite would constitute a violation of the relevant laws or regulations of that jurisdiction (or acting on behalf of any person resident of or otherwise located in any such jurisdiction); and
agree that you will not forward, mail, send, transfer or otherwise distribute (by any means, including electronic transmission) any Information in the Microsite, either in whole or in part, to any other person, particularly if to do so would breach any applicable law or regulation.

If you click “I disagree” below, we will be unable to provide you with access to the Microsite and the Information contained therein, and you will be redirected to the homepage.

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