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IMPORTANT DISCLAIMER

Recommended Cash Offer for the entire issued and to be issued share capital of Playtech plc ("Playtech") by Aristocrat (UK) Holdings Limited ("Aristocrat") (the "Offer")

Please read this notice carefully - it applies to all persons who view this webpage and, depending on who you are and where you live, it may affect your rights. Please note that this notice and the information contained in it may be altered or updated from time to time in whole or in part at the sole discretion of Playtech, and should be read in full each time you visit the website.

Access to the materials contained in this section of Playtech’s website (the "Microsite") may be restricted under securities laws or regulations in 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 the Microsite. If you are unable, or have any doubt whether you are able to provide the necessary confirmations you should press 'DECLINE' and you will not be able to view information about the Offer.

Disclaimer

THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT OR LOCATED IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION, FILING OR OTHER FORMALITY THAT PLAYTECH CONSIDERS TO BE UNDULY ONEROUS (EACH A "RESTRICTED JURISDICTION"). AND, UNLESS OTHERWISE DETERMINED BY PLAYTECH AND PERMITTED BY APPLICABLE LAWS AND REGULATIONS, IT IS NOT INTENDED THAT THESE MATERIALS BE ACCESSIBLE BY PERSONS RESIDENT OR LOCATED IN ANY RESTRICTED JURISDICTION.

THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION PUBLISHED BY ARISTOCRAT AND PLAYTECH RELATING TO THE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT.

ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THE MICROSITE BY PLAYTECH IN GOOD FAITH, FOR INFORMATION PURPOSES ONLY AND SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

THE OFFER CANNOT BE VALIDLY ACCEPTED OR VOTED ON BY ANY PERSONS BY MEANS OF DOWNLOADING A COPY OF ANY OF THE INFORMATION FROM THE MICROSITE.

Basis of access

The materials contained in the Microsite are made available in good faith. Nothing contained on the Microsite, or anything which can be downloaded from it, is intended to, and does not, constitute or form any part of an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities, or the solicitation of any vote or approval, pursuant to the Offer or otherwise in any Restricted Jurisdiction. The Offer would be made solely by means of an offer or scheme document which would contain the full terms of the Offer, including details of how it may be accepted. Any decision made in relation to such Offer should be made solely and only on the basis of the information provided in any such document.

Responsibility

The information contained on the Microsite speaks only at the date of the relevant document or announcement reproduced on the Microsite, and neither Playtech nor any of its affiliated companies has or accepts responsibility or duty to update any such information, document or announcement. Playtech reserves the right to add to, remove or amend any information reproduced on the Microsite at any time.

In relation to any document, announcement or information contained on the Microsite, the only responsibility accepted by the directors of Playtech is for the correctness and fairness of its reproduction or presentation, unless a responsibility statement in any relevant document expressly provides otherwise.

None of Playtech, its directors or any of its affiliated companies have reviewed, and none of them is or shall be responsible for or accepts any liability in respect of any information contained on any other website that may be linked to the Microsite by a third party.

If you are in any doubt about the contents of the Microsite 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 (as amended) or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser

Overseas Persons

Viewing the materials you seek to access may not be lawful if you are resident in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view such materials.

Any person outside the United Kingdom who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of and observe any legal or regulatory requirements applicable in their jurisdiction. Any failure to comply with restrictions may constitute a violation of the securities laws of any such jurisdiction.

IT IS YOUR RESPONSIBILITY TO SATISFY YOURSELF AS TO THE FULL OBSERVANCE OF ANY RELEVANT LAWS AND REGULATORY REQUIREMENTS. IF YOU ARE NOT PERMITTED TO VIEW MATERIALS ON THE MICROSITE OR ANY COMMUNICAITON OR DOCUMENT IN RELATION TO THE OFFER BY VIRTUE OF APPLICABLE LAWS OR REGULATORY REQUIREMENTS, PLEASE EXIT THE MICROSITE IMMEDIATELY. SHOULD YOU BE IN ANY DOUBT ABOUT WHETHER YOU ARE PERMITTED TO VIEW MATERIALS ON THE MICROSITE, YOU SHOULD NOT ACCESS THE MICROSITE AND YOU SHOULD TAKE LEGAL ADVICE.

Copies of the materials on the Microsite are not being, and must not be, released or otherwise forwarded, published, distributed or sent, in whole or in part, directly or indirectly, in or into the United States (the U.S.) or any other Restricted Jurisdiction, or to US persons ("US Persons") as defined in Regulation S of the U.S. Securities Act of 1933 (the "Securities Act"), and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them into or from a Restricted Jurisdiction. You should not forward, transmit or show the announcements, information or documents contained on the Microsite. In particular, you should not forward or transmit the announcements, information or documents contained therein to any Restricted Jurisdiction.

Additional U.S. information

The Offer is being made to acquire the securities of an Isle of Man company by means of a scheme of arrangement provided for under the laws of Isle of Man. A transaction implemented by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the U.S. Securities Exchange Act of 1934 (the "US Exchange Act"). Accordingly, the Offer is subject to disclosure requirements and practices applicable in the Isle of Man and the United Kingdom to schemes of arrangement which differ from the disclosure requirements of U.S. tender offer and proxy solicitation rules. The financial statements or other financial information included in this Microsite have been prepared in accordance with International Financial Reporting Standards that may not be comparable to the financial statements of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the U.S. If Aristocrat exercises its right in the future to implement the Offer by way of a takeover offer, that offer will be made in compliance with the applicable U.S. laws and regulations.

It may be difficult for U.S. holders of shares to enforce their rights and any claims they may have arising under the U.S. federal securities laws in connection with the Offer and U.S. holders of shares may not be able to sue Playtech, Aristocrat or their respective officers or directors in a non-U.S. court for violations of the U.S. securities laws, since Playtech and Aristocrat are located in a country other than the U.S. and some or all of their officers and directors may be residents of countries other than the U.S. Further, it may be difficult to compel Playtech, Aristocrat or their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.

In the event that the Offer is implemented by way of a takeover offer, in accordance with, and to the extent permitted by, the Code, in accordance with normal Isle of Man and UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Aristocrat or its nominees, or its brokers (acting as agents), may purchase or arrange to purchase Playtech shares outside the United States, otherwise than under any offer or scheme related to the Offer, such as in open market or privately negotiated purchases, during the period in which the Offer remains open for acceptance. Any information about such purchases will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service of the Financial Services Authority and will be available on the London Stock Exchange website, www.londonstockexchange.com. To the extent that such information is required to be publicly disclosed in the Isle of Man and/or the United Kingdom in accordance with applicable regulatory requirements, this information will, as applicable, also be publicly disclosed in the U.S.

Any securities referred to in the Information have not been and will not be registered under the Securities Act, or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in or into the United States or to US Persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

No offer will be made, directly or indirectly, in or into, a Restricted Jurisdiction and no offer will be capable of acceptance from or within a Restricted Jurisdiction except pursuant to an applicable exemption. The Information may not be downloaded or accessed by any person either in whole or in part from or within a Restricted Jurisdiction or where to do so may constitute a breach of any applicable local laws or regulations.

Forward-looking statements

The materials on the Microsite (including information incorporated by reference) may contain statements that are deemed to be "forward looking statements" in connection with the Offer and Aristocrat’s or Playtech’s financial condition, results of operations, business plans and objectives of management for future operations. Such statements are prospective in nature and are naturally subject to uncertainty and changes in circumstances. All statements other than historical statements of facts may be forward-looking statements. Statements containing the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or "considers" or other similar words may be forward-looking statements.

These forward-looking statements are based on numerous assumptions and assessments made in light of Aristocrat’s and Playtech’s (as applicable) experience and perception of historical trends, current conditions, business strategies, operating environment, future developments and other factors considered appropriate. The factors described in the context of such forward-looking statements in the Microsite could cause Aristocrat’s plans with respect to Playtech, Playtech or Aristocrat’s actual results, performance or achievements or industry results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading the Microsite are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of the relevant document or announcement reproduced on the Microsite. Playtech expressly disclaims any obligation or undertaking to update or revise any forward-looking statements as a result of subsequent events or developments, except as required by law.

Unless expressly stated otherwise, no statement contained or referred to in the Microsite is intended to be a profit forecast.

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

Confirmation of understanding and acceptance of disclaimer

By clicking on AGREE below:

  • You certify that you are not (nor do you act on behalf of someone who is) resident in any country that renders the accessing of the Microsite or parts thereof illegal.
  • You agree that you will not forward, transfer or distribute (by any means including by electronic transmission) any documents or information included in the Microsite either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable laws or regulations.
  • You represent and warrant to Playtech that you intend to access the Microsite for information purposes only.
  • You have read and understood the notice set out above, you understand that it may affect your rights and/or responsibilities and you agree to be bound by the terms of this notice.

If you are not able to give these confirmations, we cannot provide you with the materials on this Microsite and you should click on DECLINE below.