STRICTLY PRIVATE AND CONFIDENTIAL

 

PRE-IPO PRIVATE PLACEMENT

This document has been prepared exclusively in connection with a proposed private placement of securities (the "Private Placement") of the Company in anticipation of its intended admission to trading on Euronext Access+ Brussels (the "Proposed Listing"). This document is strictly confidential and is being provided solely to the person to whom it is addressed.The contents of this document are proprietary and confidential and may not be reproduced, copied, disclosed, distributed, published or otherwise made available, directly or indirectly, in whole or in part, to any other person without the prior written consent of the Company.By accepting this document, the recipient agrees to be bound by the restrictions set out herein.

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QUALIFIED INVESTORS ONLY

This document is directed exclusively at persons who qualify as:* "Qualified Investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "EU Prospectus Regulation"), as amended;* professional clients or eligible counterparties within the meaning of Directive 2014/65/EU ("MiFID II"), as implemented in the relevant Member State;* or other persons to whom this document may lawfully be communicated pursuant to applicable securities laws and regulations.This document may not be acted upon or relied upon by retail investors or any person who is not legally entitled to receive it.The Company reserves the right to require any prospective investor to provide satisfactory evidence confirming its status as a Qualified Investor before accepting any subscription for securities.

 

NO PUBLIC OFFERING

 

This document does not constitute:* a prospectus within the meaning of the EU Prospectus Regulation;* a public offering document;* an admission document;* investment advice;* or an offer to sell or solicitation to purchase securities addressed to the public in Belgium or any other jurisdiction.No securities described herein are being offered to the public.The Private Placement is being conducted in reliance upon the exemptions provided under the EU Prospectus Regulation and all applicable Belgian securities laws and regulations governing private placements.Accordingly, no prospectus has been or will be submitted for approval to any competent supervisory authority, including the Belgian Financial Services and Markets Authority ("FSMA"), in connection with the Private Placement.Any subsequent admission of the Company's securities to trading on Euronext Access+ Brussels shall be subject to compliance with the applicable Euronext rules and regulatory requirements in force at that time.

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LAW RESTRICTIONS

 

This document may not be distributed in Europe or the USA  except to Qualified Investors and other persons falling within the applicable exemptions under applicable  financial legislation.The securities referred to herein may not be offered, sold or otherwise transferred, directly or indirectly, by way of a public offering unless all applicable requirements under  law, the EU Prospectus Regulation and any implementing legislation have been complied with.No person receiving this document may distribute or make it available to any other person in Europe or USA  or elsewhere in circumstances which would constitute a public offer of securities or otherwise require the publication or approval of a prospectus or equivalent offering document.

 

CONTROLLED CIRCULATION

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The circulation of this document is strictly controlled by the Company.This document has been delivered personally and confidentially to the recipient solely for the purpose of evaluating a potential investment in the Company. It may not be:* copied;* forwarded;* transmitted;* published;* disclosed;* reproduced;* quoted; or* otherwise distributed,whether electronically or otherwise, without the prior written consent of the Company.Recipients shall maintain the confidentiality of all information contained herein and shall use such information exclusively for evaluating a possible investment in the Company.Upon the Company's request, the recipient shall promptly return or permanently destroy this document and any copies thereof.

 

FOR INFORMATION PURPOSES ONLY

 

The information contained herein is preliminary in nature and has been prepared solely for discussion purposes. It does not purport to contain all information that a prospective investor may require in evaluating an investment opportunity.The Company reserves the right, without notice, to amend, supplement or withdraw any information contained herein and to terminate discussions concerning the proposed Private Placement at any time.No representation or warranty, whether express or implied, is made as to the accuracy, completeness or fairness of the information contained herein. Neither the Company nor any of its shareholders, directors, officers, employees, advisers or representatives accepts any liability whatsoever arising from the use of this document or any information contained herein.

 

INVESTMENT RISKS

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An investment in the Company's securities involves substantial risks, including the possible loss of the entire amount invested. Prospective investors should conduct their own independent investigations and analyses of the Company and are strongly encouraged to consult their own legal, tax, financial and accounting advisers before making any investment decision.No person has been authorised to provide information or make any representations other than those contained in documents expressly approved by the Company.

 

FORWARD-LOOKING STATEMENTS

 

This document may contain forward-looking statements relating to the Company's anticipated business activities, financial performance, market opportunities, proposed listing plans and future developments. Such statements are based upon current assumptions, expectations and estimates which involve known and unknown risks and uncertainties.Actual results may differ materially from those expressed or implied in such forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statement contained herein.

 

ACCEPTANCE OF RESTRICTIONS

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By accepting and retaining this document, the recipient:1. confirms that it is legally entitled to receive this document;2. confirms that it qualifies as a Qualified Investor or otherwise falls within an applicable exemption under relevant securities laws;3. agrees not to distribute or disclose this document to any third party;4. acknowledges that no public offering of securities is being made;5. understands that no prospectus has been approved or will be approved in connection with the Private Placement; and6. agrees to comply with all applicable securities laws and regulations in relation to the proposed investment.Any person who is not legally entitled to receive this document must immediately return or permanently destroy it and refrain from retaining, reproducing or disseminating any part thereof.