Common use of Overseas jurisdictions Clause in Contracts

Overseas jurisdictions. The release, publication or distribution of this Announcement in, and the availability of the Acquisition to persons who are residents, citizens or nationals of, jurisdictions other than the United Kingdom may be restricted by laws and/or regulations of those jurisdictions. Therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person. In particular, the ability of Overseas Shareholders to vote their Codemasters Shares at the Court Meeting and/or the Codemasters General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their Codemasters Shares in respect of the Court Meeting and/or the Codemasters General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located. Copies of this Announcement, the Scheme Document, the accompanying Forms of Proxy and any other formal documentation relating to the Acquisition and the Scheme are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Unless otherwise permitted by applicable law and regulation, the Acquisition may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Acquisition may not be capable of acceptance by any such use, means, instrumentality or facilities.

Overseas jurisdictions. This Announcement has been prepared in accordance with, and for the purpose of complying with, the laws of England and Wales and the Takeover Code, and information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales. The release, publication or distribution of this Announcement in, and the availability of the Acquisition to persons who are residents, citizens in or nationals of, into certain jurisdictions other than the United Kingdom may be restricted by laws and/or regulations of those jurisdictions. Therefore law and therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about about, and observe any applicable requirements of their jurisdictions. The availability of the Acquisition to Brewin Dolphin Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictionjurisdictions. In particular, the ability of persons who are not resident in the United Kingdom to vote their Brewin Dolphin Shares with respect to the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable requirements restrictions may constitute a violation of the securities laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and or liability for the violation of such restrictions by any person. In particularFurther details in relation to Overseas Shareholders will be contained in the Scheme Document. Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the ability of Overseas Shareholders Acquisition will not be made available, in whole or in part, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote their Codemasters Shares at the Court Meeting and/or the Codemasters General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their Codemasters Shares in respect favour of the Court Meeting and/or the Codemasters General Meeting on their behalfAcquisition by any such use, may be affected by means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of the relevant jurisdiction in which they are locatedthat jurisdiction. Copies of this Announcement, the Scheme Document, the accompanying Forms of Proxy Announcement and any other formal documentation relating to the Acquisition and the Scheme are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it them in or into or from any Restricted Jurisdiction. Unless Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Acquisition Takeover Offer may not be made, made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Acquisition Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities. The Acquisition will be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the Listing Rules and the FCA.

Overseas jurisdictions. The release, publication or distribution of this Announcement in, and the availability of the Acquisition to persons who are residents, citizens or nationals of, announcement in jurisdictions other than the United Kingdom or the United States and the ability of Friends Life Shareholders who are not resident in the United Kingdom or the United States to participate in the Proposed Acquisition may be restricted affected by the laws and/or regulations of those relevant jurisdictions. Therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should or the United States or Friends Life Shareholders who are not resident in the United Kingdom or the United States will need to inform themselves about about, and observe observe, any applicable requirements in their jurisdictionlegal or regulatory requirements. Any failure to comply with the applicable requirements restrictions may constitute a violation of the securities laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved Further details in relation to overseas shareholders will be contained in the Scheme Document. The Proposed Acquisition disclaim any responsibility is not being, and liability for will not be, made available, directly or indirectly, in or into or by the violation use of such restrictions the mails of, or by any person. In particular, the ability other means or instrumentality of Overseas Shareholders to vote their Codemasters Shares at the Court Meeting and/or the Codemasters General Meetinginterstate or foreign commerce of, or to execute any facility of a national state or other securities exchange of any Restricted Jurisdiction, and deliver Forms of Proxy appointing another to no person may vote their Codemasters Shares in respect of the Court Meeting and/or the Codemasters General Meeting on their behalfProposed Acquisition by any such use, may be affected by the laws of the relevant jurisdiction in which they are locatedmeans, instrumentality or facility or from within any Restricted Jurisdiction. Copies Accordingly, copies of this Announcement, the Scheme Document, the accompanying Forms of Proxy announcement and any other formal documentation all documents relating to the Proposed Acquisition and the Scheme are not being, and must not be, directly or indirectly, mailed mailed, transmitted or otherwise forwarded, distributed or sent in or in, into or from any Restricted Jurisdiction and persons receiving such documents this announcement (including custodiansincluding, nominees without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail or otherwise forwardit in, distribute or send it in or into or from any Restricted Jurisdictionsuch jurisdiction. Unless otherwise permitted by applicable law and regulation, the Acquisition may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality Any person (including, but not limited towithout limitation, facsimileany agent, e-mail nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this announcement and/or the Scheme Document and/or any other electronic transmission, telex related document to a jurisdiction outside the United Kingdom or telephone) of interstate or foreign commerce the United States should inform themselves of, and observe, any applicable legal or regulatory requirements of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Acquisition may not be capable of acceptance by any such use, means, instrumentality or facilitiestheir jurisdiction.

Overseas jurisdictions. This announcement has been prepared in accordance with and for the purpose of complying with English law, the Code, the AIM Rules, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules, and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England and Wales. The release, publication or distribution of this Announcement in, and the availability of the Acquisition to persons who are residents, citizens announcement in or nationals of, into certain jurisdictions other than the United Kingdom may be restricted by laws and/or regulations law and may affect the availability of those jurisdictionsthe Offer to persons who are not resident in the United Kingdom. Therefore any persons Persons who are not resident in the United Kingdom, or who are subject to the laws and regulations of any jurisdiction other than the United Kingdom Kingdom, should inform themselves about about, and observe any applicable requirements requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and should seek appropriate professional advice before taking any action. In particular, the ability of persons who are not resident in the United Kingdom to vote their jurisdictionAugean Shares at the Court Meeting or the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their Augean Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located. Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition Offer disclaim any responsibility and liability for the violation of such restrictions by any person. In particularUnless otherwise determined by Bidco or required by the Code, and permitted by applicable law and regulation, the ability Offer will not be made, directly or indirectly, in or into or by use of Overseas Shareholders to vote their Codemasters Shares at the Court Meeting and/or the Codemasters General Meetingmails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or to execute any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and deliver Forms the Offer will not be capable of Proxy appointing another to acceptance and no person may vote their Codemasters Shares in respect favour of the Court Meeting and/or the Codemasters General Meeting on their behalfOffer by any such use, may be affected by means, instrumentality or facility or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of the relevant jurisdiction in which they are locatedthat jurisdiction. Copies Accordingly, copies of this Announcement, the Scheme Document, the accompanying Forms of Proxy announcement and any other formal documentation relating to the Acquisition and the Scheme Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwardedforwarded or distributed in, distributed or sent in or into or from any a Restricted Jurisdiction and persons receiving this announcement and all such documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or them into or from any a Restricted Jurisdiction. Unless Doing so may render invalid any related purported vote in respect of the Offer. If the Offer is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Acquisition Takeover Offer may not be made, made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited towithout limitation, facsimile, e-mail telephonic or other electronic transmission, telex or telephoneelectronic) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any of, a Restricted Jurisdiction Jurisdiction, and the Acquisition Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

Overseas jurisdictions. The release, publication or distribution of this Announcement in, and the availability of the Acquisition to persons who are residents, citizens announcement in or nationals of, into jurisdictions other than the United Kingdom UK may be restricted by laws and/or regulations of those jurisdictions. Therefore law and therefore any persons who are subject to the laws and regulations law of any jurisdiction other than the United Kingdom UK should inform themselves about about, and observe observe, any applicable requirements legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their jurisdictionMeggitt Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable requirements restrictions may constitute a violation of the securities laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and or liability for the violation of such restrictions by any person. In particular, This announcement has been prepared for the ability purposes of Overseas Shareholders to vote their Codemasters Shares at complying with English law and the Court Meeting and/or Code and the Codemasters General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their Codemasters Shares information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in respect of the Court Meeting and/or the Codemasters General Meeting on their behalf, may be affected by accordance with the laws of the relevant jurisdiction in which they are locatedjurisdictions outside of England. Copies of this Announcement, the Scheme Document, the accompanying Forms of Proxy announcement and any other formal documentation relating to the Acquisition and the Scheme are will not being, be and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it them in or into or from any Restricted Jurisdiction. Unless If the Acquisition is implemented by way of Takeover Offer (unless otherwise permitted by applicable law and or regulation), the Acquisition Takeover Offer may not be made, directly or indirectly, in or into, into or by the use of the mails or any other means or instrumentality (including, but not limited towithout limitation, facsimile, e-mail email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Acquisition may Takeover Offer will not be capable of acceptance by any such use, means, instrumentality or facilitiesfacilities or from within any Restricted Jurisdiction. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

Overseas jurisdictions. The release, publication or distribution of this Announcement in, and the availability of the Acquisition to persons who are residents, citizens or nationals of, in jurisdictions other than the United Kingdom may be restricted by the laws and/or regulations of those jurisdictions. Therefore any jurisdictions and therefore persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom into whose possession this Announcement comes should inform themselves about and observe any applicable requirements such restrictions. Further details in their jurisdictionrelation to Overseas Shareholders will be contained in the Scheme Document. Any failure to comply with the applicable requirements any such restrictions may constitute a violation of the securities laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition Offer disclaim any responsibility and or liability for the violation of such restrictions by any person. In particularUnless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the ability of Overseas Shareholders Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote their Codemasters Shares at the Court Meeting and/or the Codemasters General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their Codemasters Shares in respect favour of the Court Meeting and/or the Codemasters General Meeting on their behalf, may be affected Scheme by any means from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of the relevant jurisdiction in which they are locatedthat jurisdiction. Copies Accordingly, copies of this Announcement, the Scheme Document, the accompanying Forms of Proxy Announcement and any other formal documentation all documents relating to the Acquisition and the Scheme Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or in, into or from any a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving such this Announcement and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. The availability of the Offer to Scheme Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any Restricted Jurisdictionapplicable requirements. Unless otherwise permitted by applicable This Announcement has been prepared in connection with proposals in relation to a scheme of arrangement pursuant to and for the purpose of complying with English law and regulation, the Acquisition Takeover Code and information disclosed may not be made, directly or indirectly, the same as that which would have been disclosed if this Announcement had been prepared in or into, or by accordance with the use laws of mails or jurisdictions outside England. Nothing in this Announcement should be relied on for any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction purpose. The Scheme will be subject to English law and the Acquisition may not be capable jurisdiction of acceptance by any such usethe Court, meansand to the applicable requirements of the Takeover Code, instrumentality or facilitiesthe Panel, the London Stock Exchange (including the AIM Rules), the Financial Conduct Authority and the Registrar of Companies.

Overseas jurisdictions. This announcement has been prepared in accordance with, and for the purposes of complying with, English law, the Takeover Code, the Market Abuse Regulation and the Listing Rules, and information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England. The release, publication or distribution of this Announcement announcement in, and the availability of the Acquisition to persons who are residents, citizens into or nationals of, from jurisdictions other than the United Kingdom or Australia may be restricted by laws and/or regulations of those jurisdictions. Therefore law and therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom or Australia should inform themselves about about, and observe any applicable requirements. The availability of the Acquisition to Virgin Money Shareholders who are not resident in and citizens of the United Kingdom or resident in Australia may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizen. Persons who are not resident in the United Kingdom or Australia should inform themselves of, and observe any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom or Australia to vote their jurisdictionVirgin Money Shares or to execute and deliver CDI Voting Instruction Forms in respect of Virgin Money CDIs (as applicable) with respect to the Scheme at the Meetings, or to execute and deliver Forms of Proxy (or other proxy instructions) appointing another to vote at the Meetings on their behalf or CDI Voting Instruction Forms (or other voting instructions) issuing voting instructions in relation to the Meetings, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable requirements restrictions may constitute a violation of the securities laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and or liability for the violation of such restrictions by any person. In particularFurther details in relation to Overseas Shareholders will be contained in the Scheme Document. Unless otherwise determined by Nationwide or required by the Takeover Code, and permitted by applicable law and regulation, the ability of Overseas Shareholders Acquisition will not be made available, in whole or in part, directly or indirectly, in, into or from a Restricted Jurisdiction where to vote their Codemasters Shares at the Court Meeting and/or the Codemasters General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their Codemasters Shares in respect do so would constitute a violation of the Court Meeting and/or relevant laws or regulations of such jurisdiction and no person may vote in favour of the Codemasters General Meeting on their behalfAcquisition by any such use, may be affected by means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of the relevant jurisdiction in which they are locatedthat jurisdiction. Copies of this Announcement, the Scheme Document, the accompanying Forms of Proxy announcement and any other formal documentation relating to the Acquisition and the Scheme are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Unless Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Acquisition Takeover Offer may not be made, made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Acquisition Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities. The Acquisition will be subject to English law and the jurisdiction of the Court, and the applicable requirements of the Takeover Code, the Panel, the FCA, the London Stock Exchange (including pursuant to the Listing Rules) and the Registrar of Companies.

Overseas jurisdictions. This announcement has been prepared in accordance with, and for the purpose of complying with, the laws of England and Wales and the Takeover Code, and information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England. The release, publication or distribution of this Announcement in, and the availability of the Acquisition to persons who are residents, citizens announcement in or nationals of, into certain jurisdictions other than the United Kingdom may be restricted by laws and/or regulations of those jurisdictions. Therefore law and therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about about, and observe any applicable requirements of their jurisdictions. The availability of the Acquisition to Egdon Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictionjurisdictions. In particular, the ability of persons who are not resident in the United Kingdom to vote their Egdon Shares with respect to the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable requirements restrictions may constitute a violation of the securities laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and or liability for the violation of such restrictions by any person. In particularFurther details in relation to Overseas Shareholders will be contained in the Scheme Document. Unless otherwise determined by Petrichor or required by the Takeover Code, and permitted by applicable law and regulation, the ability of Overseas Shareholders Acquisition will not be made available, in whole or in part, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote their Codemasters Shares at the Court Meeting and/or the Codemasters General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their Codemasters Shares in respect favour of the Court Meeting and/or the Codemasters General Meeting on their behalfAcquisition by any such use, may be affected by means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of the relevant jurisdiction in which they are locatedthat jurisdiction. Copies of this Announcement, the Scheme Document, the accompanying Forms of Proxy announcement and any other formal documentation relating to the Acquisition and the Scheme are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it them in or into or from any Restricted Jurisdiction. Unless Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Acquisition Takeover Offer may not be made, made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Acquisition Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities. The Acquisition will be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the AIM Rules and the FCA. Notice to United States (“US”) investors in Egdon US holders of Egdon Shares should note that the Acquisition relates to the shares of an English company with a listing on AIM and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure and procedural requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules. The financial information included in this announcement and the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document) has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom and thus may not be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. However, if, in the future, Petrichor exercises the right to implement the Acquisition by way of a Takeover Offer and determines to extend the offer into the United States, the Takeover Offer will be made in compliance with applicable United States tender offer and securities laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. The receipt of cash pursuant to the Acquisition by a US holder of Egdon Shares as consideration for the transfer of its Scheme Shares pursuant to the Scheme 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. The US tax consequences of the Acquisition, if any, are not described herein. Each Egdon Shareholder is therefore urged to consult with legal, tax and financial advisers in connection with making a decision regarding the Acquisition. It may be difficult for US holders of Egdon Shares to enforce their rights and any claims arising out of US federal laws, since Egdon is located in a non-US jurisdiction, and some or all of its officers and directors may be residents of a non-US jurisdiction. US holders of Egdon Shares 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 judgement.

Overseas jurisdictions. The availability of the Acquisition to Sanne Shareholders who are not resident in and citizens of the UK or Jersey may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the UK or Jersey should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who are not resident in the UK or Jersey to vote their Sanne Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Further details in relation to overseas shareholders will be contained in the Scheme Document. The release, publication or distribution of this Announcement in, and the availability of the Acquisition to persons who are residents, citizens in or nationals of, into jurisdictions other than the United Kingdom UK or Jersey may be restricted by laws and/or regulations of those jurisdictions. Therefore law and therefore any persons who are subject to the laws and regulations law of any jurisdiction other than the United Kingdom UK or Jersey should inform themselves about of, and observe observe, any applicable requirements in their jurisdictionlegal or regulatory requirements. Any failure to comply with the applicable such requirements may constitute a violation of the securities laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and or liability for the violation of such restrictions by any person. In particularThis Announcement has been prepared for the purposes of complying with the UK Listing Rules, the ability of Overseas Shareholders to vote their Codemasters Shares at the Court Meeting and/or the Codemasters General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their Codemasters Shares in respect rules of the Court Meeting and/or London Stock Exchange and the Codemasters General Meeting on their behalf, Code and the information disclosed may not be affected by the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of the relevant jurisdiction in which they are located. Copies jurisdictions outside of this Announcement, the Scheme Document, the accompanying Forms of Proxy and any other formal documentation relating to the Acquisition and the Scheme are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Unless otherwise permitted by applicable law and regulation, the Acquisition may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Acquisition may not be capable of acceptance by any such use, means, instrumentality or facilitiesJersey.

Overseas jurisdictions. The availability of the Acquisition to JLT Shareholders who are not resident in and citizens of the UK may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to Overseas Shareholders will be contained in the Scheme Document. The release, publication or distribution of this Announcement in, and the availability of the Acquisition to persons who are residents, citizens or nationals of, announcement in jurisdictions other than the United Kingdom may be restricted by laws and/or regulations of those jurisdictions. Therefore law and therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about about, and observe any applicable requirements in their jurisdictionrequirements. Any failure to comply with the applicable requirements restrictions may constitute a violation of the securities laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and or liability for the violation of such restrictions by any person. In particular, This announcement has been prepared for the ability purpose of Overseas Shareholders to vote their Codemasters Shares at complying with English law and the Court Meeting and/or City Code and the Codemasters General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their Codemasters Shares information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in respect of the Court Meeting and/or the Codemasters General Meeting on their behalf, may be affected by accordance with the laws of jurisdictions outside the relevant jurisdiction in which they are locatedUnited Kingdom. Copies of this Announcement, the Scheme Document, the accompanying Forms of Proxy announcement and any other formal documentation relating to the Acquisition and the Scheme are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Unless If the Acquisition is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Acquisition Offer may not be made, made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-e- mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Acquisition Offer may not be capable of acceptance by any such use, means, instrumentality or facilities. US holders of JLT Shares should note that the Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. An acquisition effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules. If, in the future, MMC BidCo exercises the right to implement the Acquisition by way of an Offer and determines to extend the Offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations. Financial information included in this announcement and the Scheme Documentation has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that 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 JLT Shares to enforce their rights and any claim arising out of the US federal laws, since MMC BidCo and JLT are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of JLT Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the 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 judgement. The receipt of cash pursuant to the Acquisition by US holders of JLT Shares as consideration for the transfer of its Scheme Shares pursuant to the Scheme 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 of JLT Shares is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.

Overseas jurisdictions. This announcement has been prepared in accordance with, and for the purpose of complying with, the laws of England and Wales and the Takeover Code, and information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England. The release, publication or distribution of this Announcement in, and the availability of the Acquisition to persons who are residents, citizens announcement in or nationals of, into certain jurisdictions other than the United Kingdom may be restricted by laws and/or regulations of those jurisdictions. Therefore law and therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about about, and observe any applicable requirements of their jurisdictions. The availability of the Acquisition to Egdon Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictionjurisdictions. In particular, the ability of persons who are not resident in the United Kingdom to vote their Egdon Shares with respect to the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable requirements restrictions may constitute a violation of the securities laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and or liability for the violation of such restrictions by any person. In particularFurther details in relation to Overseas Shareholders will be contained in the Scheme Document. Unless otherwise determined by Petrichor or required by the Takeover Code, and permitted by applicable law and regulation, the ability of Overseas Shareholders Acquisition will not be made available, in whole or in part, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote their Codemasters Shares at the Court Meeting and/or the Codemasters General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their Codemasters Shares in respect favour of the Court Meeting and/or the Codemasters General Meeting on their behalfAcquisition by any such use, may be affected by means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of the relevant jurisdiction in which they are locatedthat jurisdiction. Copies of this Announcement, the Scheme Document, the accompanying Forms of Proxy announcement and any other formal documentation relating to the Acquisition and the Scheme are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it them in or into or from any Restricted Jurisdiction. Unless Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Acquisition Takeover Offer may not be made, made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Acquisition Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.. The Acquisition will be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the AIM Rules and the FCA. Notice to the United States (“US”) investors in Egdon US holders of Egdon Shares should note that the Acquisition relates to the shares of an English company with a listing on AIM and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure and procedural requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules. The financial information included in this announcement and the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document) has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom and thus may not be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. However, if, in the future, Petrichor exercises the right to implement the Acquisition by way of a Takeover Offer and determines to extend the offer into the United States, the Takeover Offer will be made in compliance with applicable United States tender offer and securities laws and regulations including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. The receipt of cash pursuant to the Acquisition by a US holder of Egdon Shares as consideration for the transfer of its Scheme Shares pursuant to the Scheme 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. The US tax consequences of the Acquisition, if any, are not described herein. Each Egdon Shareholder is therefore urged to consult with legal, tax and financial advisers in connection with making a decision regarding the Acquisition. It may be difficult for US holders of Egdon Shares to enforce their rights and any claims arising out of US federal laws, since Egdon is located in a non-US jurisdiction, and some or all of its officers and directors may be residents of a non-US jurisdiction. US holders of Egdon Shares 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 judgement. To the extent permitted by applicable law, in accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, in the event it becomes applicable, Petrichor, certain affiliated companies and their nominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Egdon Shares outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn. Any such purchases by Petrichor or its affiliated companies will not be made at prices higher than the Cash Consideration provided in this

Overseas jurisdictions. The release, publication or distribution of this Announcement in, and the availability of the Acquisition to persons who are residents, citizens announcement in or nationals of, into jurisdictions other than the United Kingdom UK may be restricted by laws and/or regulations of those jurisdictions. Therefore law and therefore any persons who are subject to the laws and regulations law of any jurisdiction other than the United Kingdom UK should inform themselves about about, and observe observe, any applicable requirements legal or regulatory requirements. In particular the ability of persons who are not resident in the United Kingdom, to vote their jurisdictionMeggitt Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable requirements restrictions may constitute a violation of the securities laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and or liability for the violation of such restrictions by any person. In particular, This announcement has been prepared for the ability purposes of Overseas Shareholders to vote their Codemasters Shares at complying with English law and the Court Meeting and/or Code and the Codemasters General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their Codemasters Shares information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in respect of the Court Meeting and/or the Codemasters General Meeting on their behalf, may be affected by accordance with the laws of the relevant jurisdiction in which they are locatedjurisdictions outside of England. Copies of this Announcement, the Scheme Document, the accompanying Forms of Proxy announcement and any other formal documentation relating to the Acquisition and the Scheme are will not being, be and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it them in or into or from any Restricted Jurisdiction. Unless If the Acquisition is implemented by way of Takeover Offer (unless otherwise permitted by applicable law and or regulation), the Acquisition Takeover Offer may not be made, directly or indirectly, in or into, into or by the use of the mails or any other means or instrumentality (including, but not limited towithout limitation, facsimile, e-mail email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Acquisition may Takeover Offer will not be capable of acceptance by any such use, means, instrumentality or facilitiesfacilities or from within any Restricted Jurisdiction. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

Overseas jurisdictions. The availability of the Acquisition to Aggreko Shareholders who are not resident in and citizens of the UK may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who are not resident in the UK to vote their Aggreko Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Further details in relation to overseas shareholders will be contained in the Scheme Document. The release, publication or distribution of this Announcement in, and the availability of the Acquisition to persons who are residents, citizens in or nationals of, into jurisdictions other than the United Kingdom UK may be restricted by laws and/or regulations of those jurisdictions. Therefore law and therefore any persons who are subject to the laws and regulations law of any jurisdiction other than the United Kingdom UK should inform themselves about of, and observe observe, any applicable requirements in their jurisdictionlegal or regulatory requirements. Any failure to comply with the applicable such requirements may constitute a violation of the securities laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and or liability for the violation of such restrictions by any person. In particularThis Announcement has been prepared for the purposes of complying with English and Scots law, the ability of Overseas Shareholders to vote their Codemasters Shares at UK Listing Rules, the Court Meeting and/or the Codemasters General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their Codemasters Shares in respect rules of the Court Meeting and/or London Stock Exchange and the Codemasters General Meeting on their behalf, Code and the information disclosed may not be affected by the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside of the relevant jurisdiction in which they are locatedUK. Copies of this Announcement, Announcement and the Scheme Document, the accompanying Forms of Proxy and any other formal documentation relating to the Acquisition Scheme and the Scheme are Acquisition will not being, be and must not be, directly or indirectly, mailed mailed, transmitted or otherwise forwarded, distributed or sent in or in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction, and persons receiving such documents (including including, without limitation, agents, custodians, nominees and trustees) must not not, directly or indirectly, mail or otherwise forward, distribute or send it them in or into or from any Restricted Jurisdictionsuch jurisdiction. Unless If the Acquisition is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Acquisition Offer may not be made, made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Acquisition Offer may not be capable of acceptance by any such use, means, instrumentality or facilities. US Holders US Holders should note that the Acquisition relates to the securities of a Scottish company, is subject to UK disclosure requirements and practices (which are different from those of the US) and is proposed to be implemented by means of a scheme of arrangement under Scottish law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Exchange Act of 1934. Accordingly, the Acquisition and the Scheme will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this Announcement and the Scheme Document has been or will have been prepared in accordance with IFRS, and thus 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 US. However, if, in the future, Bidco were to exercise its right to implement the Acquisition of the Aggreko Shares by way of an Offer, such Offer will be made in compliance with applicable US tender offer and securities laws and regulations. The receipt of cash pursuant to the Acquisition by a US Holder as consideration for the transfer of its Scheme Shares pursuant to the Scheme 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 Aggreko Shareholder is urged to consult with legal, tax and financial advisers in connection with making a decision regarding this transaction. It may be difficult for US Holders to enforce their rights and claims arising out of the US federal securities laws, since Bidco and Aggreko are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US Holders may not be able to xxx 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 judgement. To the extent permitted by applicable law, in accordance with normal UK market practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco or its nominees, or their brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Aggreko Shares outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices.

Overseas jurisdictions. The release, publication or distribution of this Announcement in, and the availability of the Acquisition to persons who are residents, citizens announcement in or nationals of, into jurisdictions other than Canada, the United States, the United Kingdom and Jersey may be restricted by laws and/or regulations of those jurisdictions. Therefore law and therefore any persons who are subject to the laws and regulations law of any jurisdiction other than Canada, the United States, the United Kingdom and Jersey should inform themselves about about, and observe observe, any applicable requirements legal or regulatory requirements. In particular the ability of persons who are not citizens of and resident in Canada, the United States, the United Kingdom or Jersey, to vote their jurisdictionRandgold Shares with respect to the Scheme at the Jersey Court Meeting, or to appoint another person as proxy to vote at the Jersey Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Any failure to comply with the applicable requirements restrictions may constitute a violation of the securities laws and/or regulations of any such jurisdiction. Relevant clearances have not been, and will not be, obtained from the securities commission or similar regulatory authority of any province or territory of Canada. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition Merger disclaim any responsibility and or liability for the violation of such restrictions by any person. In particularThis announcement has been prepared for the purposes of complying with applicable English law, Jersey law, certain applicable securities laws in Canada and the United States, the ability of Overseas Shareholders to vote their Codemasters Shares at Listing Rules, the Court Meeting and/or the Codemasters General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their Codemasters Shares in respect rules of the Court Meeting and/or London Stock Exchange and the Codemasters General Meeting on their behalf, Code and the information disclosed may not be affected by the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of the relevant jurisdiction in which they are locatedUK and Jersey. Copies of this Announcement, the Scheme Document, the accompanying Forms of Proxy announcement and any other formal documentation relating to the Acquisition and the Scheme are Merger will not being, be and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it them in or into or from any Restricted Jurisdiction. Unless Doing so may render invalid any related purported vote in respect of the Merger. If the Merger is implemented by way of Takeover Offer (unless otherwise permitted by applicable law and or regulation), the Acquisition Takeover Offer may not be made, directly or indirectly, in or into, into or by the use of the mails or any other means or instrumentality (including, but not limited towithout limitation, facsimile, e-mail email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Acquisition may Takeover Offer will not be capable of acceptance by any such use, means, instrumentality or facilitiesfacilities or from within any Restricted Jurisdiction. Further details in relation to Overseas Shareholders will be contained in the Scheme Document and Randgold Shareholders are advised to read carefully the Scheme Document and related Forms of Proxy once these have been mailed.

Overseas jurisdictions. The availability of the Acquisition to Sanne Shareholders who are not resident in and citizens of the UK or Jersey may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the UK or Jersey should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who are not resident in the UK or Jersey to vote their Sanne Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Further details in relation to overseas shareholders will be contained in the Scheme Document. The release, publication or distribution of this Announcement in, and the availability of the Acquisition to persons who are residents, citizens in or nationals of, into jurisdictions other than the United Kingdom UK or Jersey may be restricted by laws and/or regulations of those jurisdictions. Therefore law and therefore any persons who are subject to the laws and regulations law of any jurisdiction other than the United Kingdom UK or Jersey should inform themselves about of, and observe observe, any applicable requirements in their jurisdictionlegal or regulatory requirements. Any failure to comply with the applicable such requirements may constitute a violation of the securities laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and or liability for the violation of such restrictions by any person. In particularThis Announcement has been prepared for the purposes of complying with the UK Listing Rules, the ability of Overseas Shareholders to vote their Codemasters Shares at the Court Meeting and/or the Codemasters General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their Codemasters Shares in respect rules of the Court Meeting and/or London Stock Exchange and the Codemasters General Meeting on their behalf, Code and the information disclosed may not be affected by the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside of the relevant jurisdiction in which they are locatedUK and Jersey. Copies of this Announcement, Announcement and the Scheme Document, the accompanying Forms of Proxy and any other formal documentation relating to the Acquisition Scheme and the Scheme are Acquisition will not being, be and must not be, directly or indirectly, mailed mailed, transmitted or otherwise forwarded, distributed or sent in or in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction, and persons receiving such documents (including including, without limitation, agents, custodians, nominees and trustees) must not not, directly or indirectly, mail or otherwise forward, distribute or send it them in or into or from any Restricted Jurisdictionsuch jurisdiction. Unless If the Acquisition is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Acquisition Offer may not be made, made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Acquisition Offer may not be capable of acceptance by any such use, means, instrumentality or facilities. The Offer will be subject to Jersey law and the applicable requirements of the Court, the Code, the Panel, the London Stock Exchange and the FCA. US Holders US Holders should note that the Acquisition relates to the securities of a Jersey company and is proposed to be implemented by means of a scheme of arrangement under the laws of Jersey. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition and the Scheme will be subject to the disclosure requirements and practices applicable to a scheme of arrangement involving a target company in Jersey listed on the London Stock Exchange, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this Announcement and the Scheme Document has been or will have been prepared in accordance with IFRS, and thus 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 US. However, if, in the future, Apex were to exercise its right to implement the Acquisition of the Sanne Shares by way of an Offer, such Offer will be made in compliance with applicable US tender offer and securities laws and regulations. The receipt of cash pursuant to the Acquisition by a US Holder as consideration for the transfer of its Scheme Shares pursuant to the Scheme 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 Sanne Shareholder is urged to consult with legal, tax and financial advisers in connection with making a decision regarding this transaction. It may be difficult for US Holders to enforce their rights and claims arising out of the US federal securities laws, since Apex and Sanne are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US Holders 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 judgement. Neither the SEC nor any US state securities commission has approved or disproved or passed judgment upon the fairness or the merits of the Acquisition or determined if this Announcement is adequate, accurate or complete. To the extent permitted by applicable law, in accordance with normal UK market practice and pursuant to the US Exchange Act, Apex or its nominees, or their brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Sanne Shares outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Forward-looking statements This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by Apex and Sanne contain statements which are, or may be deemed to be, “forward-looking statements”. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Apex and Sanne about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

Overseas jurisdictions. The availability of the Acquisition to Sanne Shareholders who are not resident in and citizens of the UK or Jersey may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the UK or Jersey should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who are not resident in the UK or Jersey to vote their Sanne Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Further details in relation to overseas shareholders will be contained in the Scheme Document. The release, publication or distribution of this Announcement in, and the availability of the Acquisition to persons who are residents, citizens in or nationals of, into jurisdictions other than the United Kingdom UK or Jersey may be restricted by laws and/or regulations of those jurisdictions. Therefore law and therefore any persons who are subject to the laws and regulations law of any jurisdiction other than the United Kingdom UK or Jersey should inform themselves about of, and observe observe, any applicable requirements in their jurisdictionlegal or regulatory requirements. Any failure to comply with the applicable such requirements may constitute a violation of the securities laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and or liability for the violation of such restrictions by any person. In particularThis Announcement has been prepared for the purposes of complying with the UK Listing Rules, the ability of Overseas Shareholders to vote their Codemasters Shares at the Court Meeting and/or the Codemasters General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their Codemasters Shares in respect rules of the Court Meeting and/or London Stock Exchange and the Codemasters General Meeting on their behalf, Code and the information disclosed may not be affected by the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of the relevant jurisdiction in which they are locatedjurisdictions outside of Jersey. Copies of this Announcement, Announcement and the Scheme Document, the accompanying Forms of Proxy and any other formal documentation relating to the Acquisition Scheme and the Scheme are Acquisition will not being, be and must not be, directly or indirectly, mailed mailed, transmitted or otherwise forwarded, distributed or sent in or in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction, and persons receiving such documents (including including, without limitation, agents, custodians, nominees and trustees) must not not, directly or indirectly, mail or otherwise forward, distribute or send it them in or into or from any Restricted Jurisdictionsuch jurisdiction. Unless If the Acquisition is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Acquisition Offer may not be made, made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Acquisition Offer may not be capable of acceptance by any such use, means, instrumentality or facilities. US Holders US Holders should note that the Acquisition relates to the securities of a Jersey company and is proposed to be implemented by means of a scheme of arrangement under the laws of Jersey. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Exchange Act of 1934. Accordingly, the Acquisition and the Scheme will be subject to the disclosure requirements and practices applicable to a a scheme of arrangement involving a target company in Jersey listed on the London Stock Exchange, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this Announcement and the Scheme Document has been or will have been prepared in accordance with IFRS, and thus 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 US. However, if, in the future, Apex were to exercise its right to implement the Acquisition of the Sanne Shares by way of an Offer, such Offer will be made in compliance with applicable US tender offer and securities laws and regulations. The receipt of cash pursuant to the Acquisition by a US Holder as consideration for the transfer of its Scheme Shares pursuant to the Scheme 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 Sanne Shareholder is urged to consult with legal, tax and financial advisers in connection with making a decision regarding this transaction. It may be difficult for US Holders to enforce their rights and claims arising out of the US federal securities laws, since Apex and Sanne are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US Holders 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 judgement. To the extent permitted by applicable law, in accordance with normal UK market practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Apex or its nominees, or their brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Sanne Shares outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Forward-looking statements This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by Apex and Sanne contain statements which are, or may be deemed to be, “forward-looking statements”. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Apex and Sanne about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.