Rule 2.7 Announcement of a Recommended Acquisition

IMPORTANT DISCLAIMER

Recommended offer (the "Offer") by Cafe BidCo Limited ("BidCo"), an entity to be indirectly owned by funds advised and/or managed by Pollen Street Capital Limited ("Pollen Street Capital") and funds advised and/or managed by DBAY Advisors Limited ("DBAY"), for Proactis Holdings Plc ("Proactis")

ACCESS TO THIS AREA OF THE WEBSITE ("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 THIS MICROSITE. THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS RESIDENT 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 CONSENT OR OTHER FORMALITY WHICH BIDCO REGARDS AS UNDULY ONEROUS (A "RESTRICTED JURISDICTION").

THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE "INFORMATION") PUBLISHED BY BIDCO AND/OR PROACTIS RELATING TO THE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

Access to the Information

If you would like to view the Information contained in this Microsite, please read this notice carefully. This notice applies to all persons who view the Information contained in this Microsite and, depending on where you are located, may affect your rights or responsibilities. BidCo reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this Microsite. In addition, the contents of this Microsite may be amended at any time, in whole or in part, at the sole discretion of BidCo.

To allow you to view information about the Offer, you must read this notice and then click "I ACCEPT". If you are unable to agree, you should click "I DECLINE" and you will not be able to view information about the Offer.

The Information contained in this Microsite does not constitute an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful. The Offer would be made solely by means of an offer or scheme of arrangement, the full terms and conditions of which, including details on how it may be accepted, will be set out in an offer or scheme document (as appropriate). Any decision made in relation to the Offer should be made solely and only on the basis of the information provided in any such document.

NO OFFER (IF MADE) CAN BE VALIDLY ACCEPTED BY PROACTIS SHAREHOLDERS OR ANY OTHER PERSON BY MEANS OF DOWNLOADING A COPY OF ANY OF THE INFORMATION FROM THIS WEBSITE. PROACTIS SHAREHOLDERS SHOULD SEEK ADVICE FROM AN INDEPENDENT FINANCIAL ADVISER AS TO THE SUITABILITY OF ANY ACTION FOR THE INDIVIDUAL CONCERNED.

Overseas jurisdictions

This Information is not directed at or intended to be accessible by persons resident in any Restricted Jurisdiction.

Viewing the Information you are seeking to access may be restricted under securities laws in certain jurisdictions. All persons resident outside of the United Kingdom (the "UK") who wish to view the Information contained in this Microsite must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction.

YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED THEREIN TO ANY RESTRICTED JURISDICTION.

This Microsite contains Information that has been prepared for the purposes of complying with English law 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.

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 the Information on this Microsite, or are in any doubt as to whether you are permitted to view the Information, please exit this Microsite.

Additional U.S. information

The Offer relates to the securities of a UK company and is subject to UK procedural and disclosure requirements that are different from those of the United States. Any financial statements or other financial information included in this Microsite may have been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. It may be difficult for US holders of shares to enforce their rights and any claims they may have arising under the US federal securities laws in connection with the Offer, since BidCo and Proactis are located in a country other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US holders of shares may not be able to sue BidCo and Proactis or their respective officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel BidCo and Proactis and their respective affiliates to subject themselves to the jurisdiction or judgment of a US court.

Any securities to be issued by BidCo or Cafe TopCo Limited as consideration in the Offer (the "Offer Securities") have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the laws of any state of other jurisdiction of the United States, and may only be offered, sold or resold in the United States in reliance on an exemption from the registration requirements of the US Securities Act.

The Offer may be implemented by way of a scheme of arrangement provided for under English company law (a "Scheme"). A transaction effected by means of a Scheme is not subject to the tender offer rules under the US Securities Exchange Act of 1934, as amended (the "US Exchange Act"), and the offer of securities of BidCo or Cafe TopCo Limited as consideration is exempt from the registration requirements of the US Securities Act of 1933, as amended (the "US Securities Act"). If the Offer is effected by way of a Scheme, any Offer Securities would be expected to be issued to shareholders of Proactis in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. In addition, Offer Securities will not be registered under any US state securities laws and may only be issued to persons resident in a state pursuant to an exemption from the registration requirements of the securities law of such state.

Alternatively, the Offer may be implemented by way of a takeover offer. If BidCo exercises its right to implement the Offer by way of a takeover offer, it is expected that such offer will be made in compliance with all applicable US tender offer and securities laws and regulations, including the exemptions therefrom.

Forward-Looking Statements

This Microsite and the Information contained in it may contain certain forward-looking statements with respect to the financial condition, results of operations and businesses of BidCo, Pollen Street Capital, DBAY and its/their affiliates (the "Bidder Group") and Proactis and its subsidiaries and subsidiary undertakings (the "Proactis Group") and certain plans and objectives of BidCo with respect thereto.

All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management's current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of Proactis and members of the Proactis Group and/or BidCo and members of the Bidder Group to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions, including as to future potential cost savings, synergies, earnings, cash flow, return on capital employed, production and prospects. These forward-looking statements are identified by their use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "goals", "intend", "may", "objectives", "outlook", "plan", "probably", "project", "risks", "seek", "should", "target", "will" and similar terms and phrases.

There are a number of factors which could cause actual results to differ materially from those expressed or implied in the forward-looking statements included in this Microsite. These factors include, but are not limited to: changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rate and future business combinations or dispositions.

All forward-looking statements contained in this Microsite are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as at the specified date of the relevant document within which the statement is contained. None of BidCo, the Bidder Group, Proactis or the Proactis Group undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this Microsite.

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

Responsibility

In relation to any Offer-related materials accessible on this Microsite please note any statement of responsibility contained therein.

The documents included in this Microsite issued or published by BidCo speak only at the specified date of the relevant document and BidCo has, and accepts, no responsibility or duty to update or revise such documents.

In relation to any such announcements or other Offer-related materials issued or published by Proactis, or which relate to Proactis and the Proactis Group, that are accessible on this website, the only responsibility accepted by BidCo and its directors is for the correctness and fairness of its reproduction.

Neither the directors of BidCo nor the directors of any member of the Bidder Group, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this Microsite.

Other

If you are in any doubt about the contents of this 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 UK, from an appropriately authorised independent financial adviser.

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

Confirmation of understanding and acceptance

  • I have read and understood the notice set out above and I agree to be bound by its terms.
  • I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of the materials on this website or parts of it illegal.
  • I will not print, download, or otherwise seek to copy, mail, forward, distribute or send any of the materials on this Microsite to any other person at any time.
  • I represent and warrant to BidCo that I intend to access this Microsite for information purposes only.

If you are not able to give these confirmations, you should click on I DECLINE below.