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IMPORTANT NOTICE
IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the consent solicitation statement (the “Consent Solicitation Statement”) that is attached, whether received by email or other electronic communication, and you are therefore advised to read this disclaimer page carefully before reading, accessing or making any other use of the Consent Solicitation Statement. In reading, accessing or making any other use of the Consent Solicitation Statement, 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 us, the Solicitation Agents or D.F. King Ltd. (the “Information and Tabulation Agent”) as a result of such access.
The Consent Solicitation Statement should not be forwarded or distributed to another person and should not be reproduced in any manner whatsoever, except that you may deliver it to any purchaser or transferee to whom you have sold or otherwise transferred all or some of your holdings of the Notes, or to any stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee, provided that the Consent Solicitation Statement may lawfully be delivered to that person under the laws of the jurisdiction where that person is located. Any other forwarding, distribution or reproduction of the Consent Solicitation Statement, in whole or in part, is unauthorized. Failure to comply with this direction may result in a violation of applicable laws and/or regulations.
Confirmation of your representation: You have been sent the Consent Solicitation Statement on the basis that you have confirmed to the Solicitation Agents (as defined in the Consent Solicitation Statement) or the Information and Tabulation Agent, being the sender of the Consent Solicitation Statement, that: (i) you are a holder or beneficial owner of, or a custodian or intermediary acting on behalf of a beneficial owner of, Boots Group Finco L.P.’s and The Boots Group Luxco S.à r.l.’s (together, the “Co-Issuers”) €650,000,000 aggregate principal amount of 5.375% Senior Secured Notes due 2032 (the “EUR Notes”) and/or £375,000,000 aggregate principal amount of 7.375% Senior Secured Notes due 2032 (the “GBP Notes” and, together with the EUR Notes, the “Notes”); (ii) you will not pass the Consent Solicitation Statement to third parties or otherwise make it publicly available, except as permitted above; (iii) you are not a person to whom it is unlawful to send the Consent Solicitation Statement or to solicit consents under applicable laws and/or regulations; (iv) you are not a Sanctions Restricted Person (as defined in the Consent Solicitation Statement); and (v) you consent to delivery by electronic transmission.
The Consent Solicitation Statement has been sent to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during transmission. Although the Co-Issuers and the Solicitation Agents have taken reasonable steps to prevent alteration or corruption of the Consent Solicitation Statement during electronic delivery, none of the Co-Issuers, Oak UK Bidco Limited, Wittington Investments, Limited, Fairfax Financial Holdings Limited, the Trustee, the Solicitation Agents or the Information and Tabulation Agent, nor any of their respective subsidiaries or affiliates, nor any person who controls, or is a director, officer, employee or agent of, any of them, accepts any liability or responsibility whatsoever for any difference between the Consent Solicitation Statement distributed to you in electronic format and the version available to you on request from the Information and Tabulation Agent or the Solicitation Agents at the address specified at the end of the Consent Solicitation Statement. You are responsible for protecting against viruses and other destructive items. You receive this electronic transmission at your own risk, and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.
None of the Oak UK Bidco Limited, Wittington Investments, Limited, Fairfax Financial Holdings Limited, Trustee, the Solicitation Agents or the Information and Tabulation Agent makes any representation or warranty as to the accuracy, adequacy, validity, correctness or completeness of the Consent Solicitation Statement or any other documents proposed in connection with it.
You are reminded that the Consent Solicitation Statement has been delivered to you on the basis that you are a person into whose possession it may lawfully be delivered under the laws of the jurisdiction in which you are resident and/or located, and you may not, and are not authorized to, deliver it to any other person except as permitted above.
Restrictions: Nothing in this electronic transmission constitutes an offer to sell, an offer to buy, a solicitation of an offer to sell or buy, or a tender or exchange offer for, any securities, including the Notes, in the United States or any other jurisdiction. The communication of the Consent Solicitation Statement and any other documents or materials relating to the Consents (as defined in the Consent Solicitation Statement) is not being made by, 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 (the “FSMA”). Accordingly, the Consent Solicitation Statement is not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of the Consent Solicitation Statement as a financial promotion is being made to, and is directed only at: (a) persons in the United Kingdom falling within the definition of Investment Professionals (in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”)) or within Article 43 of the Order, or other persons to whom it may lawfully be communicated in accordance with the Order; or (b) persons outside the United Kingdom (all such persons together being “relevant persons”). The Consent Solicitation Statement is available only to relevant persons, the transactions it describes will be available only to or engaged in only with relevant persons, and it must not be relied or acted on by anyone who is not a relevant person.
THE DISTRIBUTION OF THE CONSENT SOLICITATION STATEMENT AND THE PAYMENT OF THE CONSENT FEE IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAWS AND/OR REGULATIONS. THE CO-ISSUERS, THE TRUSTEE, THE SOLICITATION AGENTS AND THE INFORMATION AND TABULATION AGENT REQUIRE PERSONS INTO WHOSE POSSESSION THE CONSENT SOLICITATION STATEMENT COMES TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF, AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL OR PURCHASE SECURITIES IN ANY JURISDICTION.
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT ABOUT ITS CONTENTS OR THE ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN FINANCIAL, LEGAL AND TAX ADVICE IMMEDIATELY FROM YOUR STOCKBROKER, BANK MANAGER, ACCOUNTANT, TAX ADVISOR, LEGAL ADVISOR OR OTHER INDEPENDENT FINANCIAL ADVISOR.