DISCLAIMER
IMPORTANT NOTICE INVITATION AND DISTRIBUTION RESTRICTIONS THE OFFER MEMORANDA ARE NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (the "United States") OR TO ANY U.S. PERSON (AS DEFINED BELOW).
IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the Invitation to offer Shares, Fractional Shares, the Participation Capital 1986, the Participation Capital 2006 or Participation Certificates 2008 for purchase against cash payment (the "Offer Memoranda") and you are therefore required to read this disclaimer page carefully before accessing, reading or making any other use of the Offer Memoranda. By accessing the Offer Memoranda, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from IPA Beteiligungs GmbH & Co KG ("IPA") or Citi bank, N.A., London Branch ("Citi") or VOLKSBANK WIEN AG ("VBW") as a result of such access. Capitalized terms used but not otherwise defined in this disclaimer shall have the meaning given to them in the Offer Memoranda.
THE OFFER MEMORANDA MAY NOT BE FORWARDED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THE OFFER MEMORANDA MAY ONLY BE DISTRIBUTED OUTSIDE THE UNITED STATES AND TO PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO SEND THE OFFER MEMORANDA AND, IN PARTICULAR, SHOULD NOT BE FORWARDED TO ANY U.S. PERSON OR ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THESE REQUIREMENTS MAY RESULT IN A VIOLATION OF APPLICABLE LAWS.
Confirmation of your representation: In order to be eligible to view the Offer Memoranda or make a decision on the acceptance of the Invitation (as defined in the Offer Memoranda), you must be outside the United States and otherwise able to participate lawfully in the Invitation by IPA to Holders of Participation Capital 1986, ISIN AT0000755665, Participation Capital 2006, ISIN AT0000A018V0, Shares of immigon portfolioabbau ag i.A., ISIN AT0000A0X6A4, Fractional Shares of immigon portfolioabbau ag i.A., ISIN AT0000A1FHX4 or perpetual non-cumulative participation capital certificates with ISIN XS0359924643 issued by Banque de Luxembourg (together the "Capital Instruments") to offer their Capital Instruments for purchase by IPA for cash (the "Invitation") on the terms and subject to the conditions set out in the Offer Memoranda, including the Invitation and Distribution Restrictions set out in the Offer Memoranda. The Offer Memoranda are provided at your request and by accessing the Offer Memoranda you shall be deemed to have represented to IPA, Citi and VBW that: (i) you are a Holder or a beneficial owner of Capital Instruments; (ii) you are a person to whom it is lawful to access the Offer Memoranda or to make the Invitation under all applicable laws, including the Invitation and Distribution Restrictions referred to above; (iii) you are not, and you are not acting for the account or benefit of, a U.S. Person (as defined in Regulation of the United States Securities Act of 1933, as amended); and (iv) you consent to access the Offer Memoranda by electronic transmission.
The Offer Memoranda are accessed by you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of IPA, Citi, VBW, or any person who controls, or any director, officer, employee, agent or affiliate of, any such person accepts any liability or responsibility whatsoever in this respect. Furthermore, you are reminded that the Offer Memoranda are provided to you on the basis that you are a person into whose possession the Offer Memoranda may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located, or resident and you may not, nor are you authorized to, deliver the Offer Memoranda to any other person. Any materials relating to the Invitation do not constitute, and may not be used in connection with, any form of invitation or solicitation in any place where such invitation or solicitations are not permitted by law. Restrictions: Nothing in this electronic transmission constitutes an offer to buy or the solicitation of an offer to sell securities in the United States or any other jurisdiction in which such offer or solicitation would be unlawful. The distribution of the Offer Memoranda in certain jurisdictions may be restricted by law. Persons into whose possession the Offer Memoranda comes are required by IPA, Citi or VBW to inform themselves about, and to observe, any such restrictions.
United States The Invitation 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 or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (each a "U.S. Person")). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet, and other forms of electronic communication. Accordingly, copies of the Offer Memoranda and any other documents or materials relating to the Invitation 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 a U.S. Person and the Capital Instruments cannot be offered in the Invitation by any such use, means, instrumentality or facility or from or within or by persons located or resident in the United States or by any U.S. Person. Any purported offer of Capital Instruments in the Invitation resulting directly or indirectly from a violation of these restrictions will be invalid and any purported offer of Capital Instruments made by a person located in the United States a U.S. Person, by any person acting for the account or benefit of a U.S. Person, or by any agent, fiduciary or other Financial Intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted. Each Holder of Capital Instruments participating in the Invitation will represent that it is not a U.S. Person located in the United States and is not participating in the Invitation from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in such Offer from the United States and who is not a U.S. Person. For the purposes of this and the above paragraph, "United States" means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.
United Kingdom The communication of the Offer Memoranda and any other documents or materials relating to the Invitation is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order")) or persons who are within Article 43 (2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.
France The Invitation is not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither the Offer Memoranda nor any other documents or materials relating to the Invitation have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code Monétaire et Financier, are eligible to participate in the Invitation. The Offer Memoranda and any other document or material relating to the Invitation have not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers. Neither the Offer Memoranda nor any other documents or materials relating to the Invitation have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority and, accordingly, the Invitation may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids, as amended or replaced from time to time. Accordingly, the Invitation may not be advertised and the Invitation will not be extended, and neither the Offer Memoranda nor any other documents or materials relating to the Invitation (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" within the meaning of Article 10 of the Belgian Law of 16 June 2006 on public offerings of investment instruments and the admission of investment instruments to trading on regulated markets (as amended from time to time).
None of the Invitation, the Offer Memoranda or any other documents or materials relating to the Invitation have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB"). The Invitation is being carried out in the Republic of Italy as exempted offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999. Holders, or beneficial owners of the Capital Instruments, can offer some or all of their Capital Instruments pursuant to the Invitation through authorized persons (such as investment firms, banks or Financial Intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority. Each Financial Intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Capital Instruments or the Invitation.