Important Notice

Offer (the Offer) for Good Energy Group plc (the Company) by Esyasoft Holding Ltd (Esyasoft)

THIS SECTION OF THE WEBSITE (THE MICRO-SITE) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION RELATING TO THE OFFER (TOGETHER, THE INFORMATION).  THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY.  THE AVAILABILITY OF THE INFORMATION IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

ACCESS TO THE MICRO-SITE MAY BE RESTRICTED UNDER THE SECURITIES LAWS OF CERTAIN JURISDICTIONS.  THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS AREA OF THE WEBSITE.

IN PARTICULAR, THE INFORMATION IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT, OR OTHERWISE LOCATED, IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

Basis of access to the Micro-Site

If you would like to review the Information contained in this Micro-Site, please read this notice carefully.  This notice applies to all persons who view the Micro-Site.  This notice may be amended or updated by the Company from time to time and accordingly it should be read carefully in full each time you wish to view the Micro-Site.  In addition, the contents of the Micro-Site, and its availability to persons resident in certain jurisdictions, may be amended at any time in whole or in part at the sole discretion of the Company.

To allow you to view the Information about the Offer, you must read this notice and then click “I Agree”. If you are unable to agree, you should click “I Disagree” and you will not be able to view information about the Offer.

Any person seeking access to the Micro-Site represents and warrants to the Company that they are doing so for information purposes only.  Making the Information available does not constitute an offer to sell or the solicitation of an offer to buy shares in the Company.  Further, it does not constitute a recommendation by the Company or any other party to sell or buy securities in the Company.

The Company’s shareholders should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned in connection with the Offer. Any shareholder action required in connection with the Offer will be set out in a scheme document which will contain the full terms and conditions of such offer, including details on how it may be accepted and any decision made by such shareholders should be made solely and only on the basis of information provided in any such document.

Overseas persons

Viewing the Information in jurisdictions other than the United Kingdom may be prohibited or restricted by applicable law and regulation.  In some jurisdictions, only certain categories of person are allowed to view the Information.  Any person resident outside the United Kingdom who wishes to view the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.

Copies of any documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, transmitted, distributed, sent or accessed in or into or from any jurisdiction where to do so may result in a significant risk of civil, regulatory or criminal exposure for Esyasoft or the Company (a Restricted Jurisdiction).  Persons receiving such documents (including, without limitation, custodians, nominees and trustees) should observe these restrictions and must not mail or otherwise forward, transmit, distribute or send them in or into or from any Restricted Jurisdiction.

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

If you are not permitted to download or view the Information, or if downloading or viewing the Information would result in a breach of the above, or if you are in any doubt as to whether you are permitted to download or view the Information, please exit this webpage by clicking on the “I disagree” box below.

Forward looking statements

The Information may contain “forward-looking statements” relating to the Company and Esyasoft and the business sectors in which they operate. Generally, the words will, may, should, continue, believes, expects, intends, anticipates, forecast, plan and project or similar expressions identify forward-looking statements.  Such statements reflect the relevant company’s current views with respect to future events and are subject to risks, assumptions and uncertainties that could cause the actual results to differ materially from those expressed or implied in the forward-looking statements.  Many of these risks, assumptions and uncertainties relate to factors that are beyond the companies’ abilities to control or estimate precisely, such as future market conditions, changes in general economic and business conditions, introduction of competing products and services, lack of acceptance of new products and services and the behaviour of other market participants. The Company cannot give any assurance that the forward-looking statements will prove to have been correct.  The reader should not, therefore, place undue reliance on these forward-looking statements, which speak only as of the date of the relevant document(s).  The Company does not undertake any obligation to update or revise publicly any of the forward-looking statements set out in the Information, whether as a result of new information, future events or otherwise, except to the extent legally required.

Responsibility

In relation to any Information, the only responsibility accepted by the directors of the Company is for the correctness of its reproduction, unless the responsibility statement in any relevant document expressly provides otherwise.

Neither the Company nor its affiliated companies have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.

If you are in any doubt about the contents of the Micro-Site or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.

The Company’s financial adviser, Canaccord Genuity Limited (Canaccord), authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company as Rule 3 adviser and no-one else in connection with the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Canaccord or for providing advice in relation to the Offer or any other matter referred to in the Information.

Neither Canaccord nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statue or otherwise) to any person who is not a client of Canaccord in connection with this information, any statement contained in this information or otherwise.

THE DOCUMENTS IN THE MICRO-SITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

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

Confirmation of understanding and acceptance of this notice

By clicking on “I agree” below, you:

• confirm that you have read, understood and agree to be bound by the terms of the notice set out above;
• warrant and represent that you are not a resident of, or otherwise located in any jurisdiction where accessing the Information would constitute a violation of the relevant laws or regulations of that jurisdiction (or acting on behalf of any person resident of or otherwise located in any such jurisdiction); and
• agree that you will not transmit or otherwise send (directly or indirectly) any Information to any person in any jurisdiction if to do so would breach any applicable law or regulation.

If you click I disagree below, we will be unable to provide you with access to the Information and you will be redirected to the Company’s homepage.with access to the Information and you will be redirected to the Company’s homepage.