Disclaimer

Please read this notice carefully – it applies to all persons who view this webpage.

ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBPAGE BY OXFORD NANOPORE TECHNOLOGIES PLC (THE “COMPANY”) AND FOR INFORMATION PURPOSES ONLY.

THE MATERIALS CONTAINED ON THIS WEBPAGE ARE RESTRICTED AND ARE NOT DIRECTED AT OR TO BE ACCESSED BY, OR DISTRIBUTED OR DISSEMINATED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO PERSONS RESIDENT OR PHYSICALLY LOCATED IN THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE “UNITED STATES”), AUSTRALIA, CANADA, REPUBLIC OF SOUTH AFRICA, JAPAN OR IN ANY OTHER JURISDICTION WHERE THE RELEVANT ACTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS AND REGULATIONS OF SUCH JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION, FILING OR OTHER FORMALITY WHICH THE COMPANY REGARDS AS UNDULY ONEROUS (“RESTRICTED JURISDICTION”).

Basis of access

The materials contained on this webpage contain information in respect of the proposed placing of the Company (the “Placing”). The materials do not constitute an offer to sell or otherwise dispose of, or a solicitation of any offer to purchase or subscribe for, any securities of the Company (the “Securities”) in any jurisdiction where such offer or solicitation is unlawful.

Please note that this notice may be altered or updated from time to time. You should read it carefully in full each time you access this webpage.

The information contained on this webpage speaks only at the specified date of the relevant document or announcement reproduced on this webpage, and neither the Company nor any of its affiliated companies nor any adviser or financial institution has, or accepts, any responsibility or duty to update or revise any such information, document or announcement (other than to the extent such duty arises as a matter of law or regulation) and reserves the right to add to, remove or amend any information reproduced on this webpage at any time in whole or in part at its sole discretion.

Overseas persons

Viewing this information may be unlawful if you are resident or located in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of persons may be allowed to view such materials. All persons resident or physically located outside the United Kingdom who wish to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction.

The Securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), or with any securities regulatory authority of any state or other jurisdiction of the United States. The Securities may not be offered or sold, delivered or otherwise transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of the Securities in the United States. The materials contained on this webpage do not constitute an offer to sell or otherwise dispose of, or a solicitation of any offer to purchase or subscribe for, any Securities in the United States or in any jurisdiction where such offer or solicitation would be unlawful.

No prospectus has been filed with any securities commission or similar regulatory authority in Canada in connection with the offer and sale of the Securities. No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon this document or the merits of the Securities and any representation to the contrary is an offence. In Canada, the Securities may only be offered and sold on a private placement basis in the provinces of Alberta, British Columbia, Ontario and Quebec pursuant to an exemption from the requirement that the Company prepares and files a prospectus under applicable Canadian securities laws. Any resale of Securities acquired by a Canadian investor in the Placing must be made in accordance with applicable Canadian securities laws, which resale restrictions may under circumstances apply to resales of the Securities outside of Canada.

The materials contained on this webpage do not constitute, or purport to include the information required of, a disclosure document under Chapter 6D of the Corporations Act 2001 (Cth) (the "Corporations Act") or a product disclosure statement under Chapter 7 of the Corporations Act and will not be lodged with the Australian Securities and Investments Commission. No offer of Securities will be made in Australia except to a person who is: (i) either a "sophisticated investor" within the meaning of section 708(8) of the Corporations Act or a "professional investor" within the meaning of section 9 and section 708(11) of the Corporations Act; and (ii) a "wholesale client" for the purposes of section 761G of the Corporations Act (and related regulations) who has complied with all relevant requirements in this respect. No Securities may be offered for sale (or transferred, assigned or otherwise alienated) to investors in Australia for at least 12 months after their issue, except in circumstances where disclosure to investors is not required under Part 6D.2 of the Corporations Act.

The materials contained on this webpage have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the materials contained on this webpage and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the SFA) pursuant to Section 274 of the SFA or (ii) to an accredited investor (as defined in Section 4A of the SFA) pursuant to and in accordance with the conditions specified in Section 275 of the SFA and (where applicable) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018.

Any reference to the “SFA” is a reference to the Securities and Futures Act 2001 of Singapore and a reference to any term as defined in the SFA or any provision in the SFA is a reference to that term or provision as modified or amended from time to time including by such of its subsidiary legislation as may be applicable at the relevant time.

The materials contained on this webpage are not a prospectus under the Companies (Winding up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) (the “CWUMPO”), and nor is it required to be authorised under section 103 of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (the “SFO”). The materials contained on this webpage have not been reviewed by any regulatory authority in Hong Kong and it has not been, and will not be, registered as a prospectus under the CWUMPO. No action has been taken in Hong Kong for the materials contained on this webpage to be authorised or registered or to permit the distribution of the materials contained on this webpage. Accordingly, no Securities have been or will be offered or sold in Hong Kong, by means of any document, other than (i) to “professional investors” (as defined in the SFO and rules made thereunder) or (ii) in other circumstances which do not result in the document being a “prospectus” as defined in the CWUMPO or which do not constitute an offer to the public within the meaning of the CWUMPO. No advertisement, invitation or document relating to the Securities has been or will be issued in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made thereunder.

It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements.

If you are not permitted, or if you are in any doubt as to whether you are permitted, to view the information, please exit this webpage by clicking on the “Decline” button at the bottom of this page.

Any person seeking access to this webpage represents and warrants to the Company that they are doing so for information purposes only. Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy Securities. Further, it does not constitute a recommendation by the Company or any other party to sell or buy Securities.

By choosing the “Accept” option, you represent that you have read and understood this notice and are able to give the confirmation and representations set out under the “Confirmation of understanding and acceptance of disclaimer” heading below, including the representation that you are not, and you are not acting on behalf of someone who is, resident or physically located in a Restricted Jurisdiction, and that the Company is lawfully entitled to make the content of any communication or document in relation to the Placing available to you under applicable securities laws. If you are not permitted to view the information on this webpage, or viewing the information would result in a breach of the above, or if you are unable to give any of the confirmations or representations, please exit this webpage and do not view the content of any communication or document in relation to the Placing.

Copies of the contents of this webpage (including documents posted thereon) are not being, and must not be, directly or indirectly, released, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in or into a Restricted Jurisdiction, and persons receiving such documents (including, without limitation, custodians, nominees and trustees) should observe these restrictions and must not, directly or indirectly, mail, transmit or otherwise forward, distribute or send any such documents in, into or from any such jurisdiction. The Company and its advisers do not assume any responsibility for any violation by any person of any of these restrictions.

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

Confirmation of understanding and acceptance of disclaimer

1. I certify that I have read and understand and agree to comply with all of the restrictions set forth above.
2. I certify that I am resident and physically present outside the Restricted Jurisdictions (which include, but are not limited to, the United States, Australia, Canada, the Republic of South Africa and Japan), and I am not acting on behalf of someone who is resident or physically present in any Restricted Jurisdiction.
3. I agree that I will not forward, transfer or distribute (by any means including by electronic transmission) any information contained on this webpage (either in whole or in part) to any person in any Restricted Jurisdiction.
4. I represent and warrant to the Company that I intend to access this webpage for information purposes only, that I have read and understood this notice and that I understand it may affect my rights or responsibilities.
5. I agree to be bound by the terms of this notice.

Acceptance of disclaimer

By clicking on the “Accept” option at the bottom of this page, you hereby acknowledge that you have read and understood the notice set out above, that you are able to give the confirmation and representations set out under the “Confirmation of understanding and acceptance of disclaimer” heading above, that you are permitted to proceed to the webpage and agree to be bound by its terms.

By clicking on the “Decline” button at the bottom of this page, you will not be able to proceed to the webpage.