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Exchange Offer

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The information contained in the following pages is restricted and is not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction or the rules of any exchange or other organized trading venue.

The information and documents contained on this website are addressed to, and intended solely for, persons registered in book-entry form as beneficially entitled to global depositary receipts (the "GDRs") representing ordinary shares of par value US$0.00023647 each in the share capital of Noventiq Holdings plc (the "Company") who are: (a) not resident in, incorporated in, established in, or citizens of, any of the Restricted Territories (as defined below) or Russia which, with respect to individuals, includes citizens of Russia who have a second citizenship outside Russia; and (b) not subject to the UK, EU, US or the United Nations Security Council sanctions (the "Eligible Holders").

THE INFORMATION AND DOCUMENTS CONTAINED ON THIS WEBSITE SHOULD NOT BE MAILED, DISTRIBUTED, SENT, FORWARDED TO OR TRANSMITTED IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY JURISDICTION WHICH WOULD BREACH ANY APPLICABLE LAW OR REGULATION (THE "RESTRICTED TERRITORIES").

THE OFFER TO EXCHANGE CERTAIN GDRS REPRESENTING ORDINARY SHARES IN THE COMPANY IN CONSIDERATION FOR NEWLY ISSUED ORDINARY SHARES IN THE COMPANY (THE "EXCHANGE OFFER") IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN ANY RESTRICTED TERRITORY AND THE DOCUMENTS CONTAINED ON THIS WEBSITE MAY NOT BE DISTRIBUTED OR SENT IN OR INTO OR FROM ANY RESTRICTED TERRITORY AND DOING SO MAY RENDER INVALID ANY PURPORTED EXCHANGE. THE DOCUMENTS CONTAINED ON THIS WEBSITE HAVE NOT BEEN, AND WILL NOT BE, REVIEWED OR APPROVED BY ANY SECURITIES COMMISSION OR ANY OTHER AUTHORITY OR REGULATORY BODY. NONE OF THE DOCUMENTS CONTAINED ON THIS WEBSIDE IS A PROSPECTUS AND CAN BE RELIED ON FOR ANY INVESTMENT CONTRACT OR DECISION.

THE EXCHANGE OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, TO PERSONS INCORPORATED OR ESTABLISHED IN, OR CITIZENS OF, RUSSIA INCLUDING, WITH RESPECT TO INDIVIDUALS, THOSE CITIZENS OF RUSSIA WITH A SECOND CITIZENSHIP ELSEWHERE.

THE INFORMATION CONTAINED ON THIS WEBSITE IS NOT AN EXTENSION INTO THE UNITED STATES OF THE EXCHANGE OFFER AND IS NOT AN OFFER TO SELL SECURITIES OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN THE UNITED STATES.

NOTICE TO US HOLDERS: THE EXCHANGE OFFER IS NOT BEING MADE, AND WILL NOT BE MADE, DIRECTLY OR INDIRECTLY IN OR INTO, OR BY USE OF THE MAILS OF, OR BY ANY MEANS OR INSTRUMENTALITY OF INTERSTATE OR FOREIGN COMMERCE OF OR OF ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, THE UNITED STATES. THIS INCLUDES, BUT IS NOT LIMITED TO, FACSIMILE TRANSMISSION, ELECTRONIC MAIL, TELEX, TELEPHONE, THE INTERNET AND OTHER FORMS OF ELECTRONIC COMMUNICATION. THE ELIGIBLE GDRS MAY NOT BE TENDERED IN THE EXCHANGE OFFER BY ANY SUCH USE, MEANS, INSTRUMENTALITY OR FACILITY FROM OR WITHIN THE UNITED STATES OR BY PERSONS LOCATED OR RESIDENT IN THE UNITED STATES. ACCORDINGLY, COPIES OF THE DOCUMENTS CONTAINED ON THIS WEBSITE ARE NOT BEING, AND MUST NOT BE, DIRECTLY OR INDIRECTLY, MAILED OR OTHERWISE TRANSMITTED, DISTRIBUTED OR FORWARDED (INCLUDING, WITHOUT LIMITATION, BY CUSTODIANS, NOMINEES OR TRUSTEES) IN OR INTO THE UNITED STATES OR TO ANY US PERSONS OR ANY PERSONS LOCATED OR RESIDENT IN THE UNITED STATES. ANY PURPORTED TENDER OF ELIGLBE GDRS UNDER THE EXCHANGE OFFER RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID AND ANY PURPORTED TENDER OF ELIGIBLE GDRS UNDER THE EXCHANGE OFFER MADE BY A PERSON LOCATED IN THE UNITED STATES OR ANY AGENT, FIDUCIARY OR OTHER INTERMEDIARY ACTING ON A NONDISCRETIONARY BASIS FOR A PRINCIPAL GIVING INSTRUCTIONS FROM WITHIN THE UNITED STATES WILL BE INVALID AND WILL NOT BE ACCEPTED. EACH ELIGIBLE HOLDER PARTICIPATING IN THE EXCHANGE OFFER WILL REPRESENT THAT IT IS NOT A US PERSON, IT IS NOT LOCATED IN THE UNITED STATES AND IT IS NOT PARTICIPATING IN THE EXCHANGE OFFER FROM THE UNITED STATES OR IT IS ACTING ON A NONDISCRETIONARY BASIS FOR A PRINCIPAL THAT IS NOT A US PERSON, THAT IS LOCATED OUTSIDE THE UNITED STATES AND THAT IS NOT GIVING AN ORDER TO PARTICIPATE IN THE EXCHANGE OFFER FROM THE UNITED STATES.

By pressing the "YES, I CERTIFY" button below you are certifying that you are the Eligible Holder or its authorized representative or agent. You are also certifying that you have read and understood the disclaimer above and that you are a person who is otherwise permitted under applicable law and regulation to receive information of the kind contained on this website and participate in the Exchange Offer.

If you are not the Eligible Holder or its authorized representative or agent, or you cannot provide the above certification please press the "NO, I CANNOT CERTIFY" button.