DISCLAIMER – IMPORTANT
ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBPAGE BY CP ALL PUBLIC COMPANY LIMITED (THE “COMPANY”) IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY.
THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS LOCATED IN THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), JAPAN, MALAYSIA, THE PEOPLE’S REPUBLIC OF CHINA, INDIA, PHILIPPINES, SOUTH KOREA, NETHERLANDS, MYANMAR, ESTONIA, PAKISTAN, LAOS, TAIWAN, AUSTRALIA, CANADA OR INDONESIA (THE “RESTRICTED TERRITORIES”) OR ANY OTHER JURISDICTION WHERE ACCESSING OFFER-RELATED INFORMATION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
Please read this notice carefully — it applies to all persons who view this webpage. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site.
Basis of access
Access to electronic versions of these materials is being made available by the Company in good faith and for information purposes only. Any person seeking access to this webpage represents and warrants to the Company that they are doing so for information purposes only. Making information available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy any securities of Siam Makro Public Company Limited (“Makro”) (the “Securities”). Further, it does not constitute a recommendation by Makro or any other party to sell or buy the Securities.
Overseas Persons
Viewing the materials on this webpage may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view such materials. Any persons who wish to view these materials should satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.
In particular, unless otherwise determined by Makro and permitted by applicable law and regulation, the materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for the Securities by Makro or any other party made in the Restricted Territories or any other jurisdiction in which, or to any person to whom, such offers or sales are unlawful prior to registration or qualification under the securities laws of any such jurisdiction where such person resides or is currently located.
In particular, the Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered or sold in or into the United States except pursuant to an exemption from, or in transactions not subject to, the registration requirements of the U.S. Securities Act. The Securities will not be registered under or offered in compliance with applicable securities laws of any state, province, territory, county or jurisdiction of the United States or the other Restricted Territories. Accordingly, unless an exemption under the relevant securities law is applicable, the Securities may not be offered, sold, taken up, exercised, renounced, resold, delivered or distributed, directly or indirectly, in or into the United States or the other Restricted Territories or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction. There will be no public offering of the Securities in the United States.
If you are not permitted to view materials on this webpage or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.
Confirmation of understanding and acceptance of disclaimer
Electronic versions of these materials are not directed at or accessible by nor should they be made available to persons located in the Restricted Territories or in any other restricted jurisdiction.
By clicking on the “Agree” button, I represent and warrant that:
(i) I was the beneficial owner of ordinary shares or NVDRs of the Company, Makro or CharoenPokphand Foods Public Company Limited (“CPF”) as of 23 November 2021;
(ii) I am not located in or resident of the United States (including its territories and possessions, any State of the United States and the District of Columbia), Japan, Malaysia, the People’s Republic of China, India, Philippines, South Korea, Netherlands, Myanmar, Estonia, Pakistan, Laos, Taiwan, Australia, Indonesia or Canada (the “Restricted Territories”);
(iii) I am located in or resident of a jurisdiction in which (a) I may lawfully receive these materials by virtue of my status as a qualified institutional investor/professional investor (or equivalent eligible category of investors) in such jurisdiction and (b) the Company may lawfully provide access to me to these materials without any obligation to take any action whatsoever under any applicable laws or regulations of my jurisdiction (such as, without limitation, any filing, registration or notification under applicable securities law);
(iv) I am not a natural person;
(v) I am not accessing these materials on behalf of, or for the account or benefit of, any person located in or resident of the Restricted Territories or any other jurisdiction where such access is not legal under applicable laws and regulations;
(vi) if I am located in a Member State of the European Economic Area or the United Kingdom (each, a “Relevant State”), I am (a) a legal entity which is a “qualified investor” within the meaning of the law in that Relevant State which has implemented Article 2(1)(e) of Regulation (EU) 2017/1129 and (b) not acting on behalf of persons in any Relevant State other than qualified investors;
(vii) if I am located in the United Kingdom, I am (a) a person having professional experience in matters relating to investments falling within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (b) a person who is a high net worth body corporate, unincorporated association or partnership and the trustee of high value trusts, as described in Article 49(2)(a)-(d) of the Order;
(viii) if I am located in France, I am (a) a person providing investment services relating to portfolio management for the account of third parties (personnes fournissant le serviced’investissement de gestion de portefeuille pour compte de tiers), and/or (b) a qualified investor (investisseurs qualifiés), as defined in, and in accordance with, Articles L. 411-1, L. 411-2, D. 411-1 and D. 411-4 of the French Code monétaire et financier;
(ix) if I am located in Italy, I am a qualified investor (investitori qualificati), pursuant to Article 100 of Legislative Decree no. 58 of 24 February 1998 and Article 34-ter, paragraph 1, letter (b) of CONSOB regulation No. 11971 of 14 May 1999, all as amended;
(x) if I am located in Hong Kong, I am (a) a “professional investor” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the “SFO”) and any rules made under the SFO or (b) am accessing these materials in other circumstances which do not result in their being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong (the “C(WUMP)O”) or which do not constitute an offer to the public within the meaning of the C(WUMP)O;
(xi) if I am located in Singapore, I am an “institutional investor” as defined in Section 4A(1)(c) of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”) or a “relevant person” as defined in Section 275(2) of the SFA;
(xii) if I am located in Switzerland, I am a “professional client” within the meaning of Article 4 paragraph 3 of the Swiss Federal Act on Financial Services;
(xiii) if I am located in the Dubai International Financial Centre, (a) my accessing these materials constitutes an “Exempt Offer” in accordance with the Markets Rules Module of the rulebook of the Dubai Financial Services Authority (the “DFSA Rulebook”) and (b) I am a Professional Client within the criteria set out in Rule 2.3.3 of the Conduct of Business Module of the DFSA Rulebook; and
(xiv) if I am located in the United Arab Emirates, I am a “Qualified Investor” (excluding limb 1(b) of that definition) within the meaning of The Securities and Commodities Authority Chairman’s Decision No. (3/R.M.) of 2017 on the Regulation of Promotion and Introduction.
I further agree that I will not transmit or otherwise send any materials contained in this website to any person in the Restricted Territories or any other territory where to do so would breach any applicable law or regulation or would require any registration or licensing within such jurisdiction.
I further agree and acknowledge that Makro, together with the Company, Charoen Pokphand Holding Company Limited (“CPH”) and C.P. Merchandising Company Limited (“CPM”), in their capacity as shareholders of Makro reserve the right, in their absolute discretion, not to offer or allocate the Securities to any natural person who has a mailing address outside Thailand or any person who has a mailing address in the Restricted Territories or any person who is not qualified or cannot give a representation that it may lawfully be offered, subscribe for, obtain and/or receive shares of Makro in the jurisdiction in which it resides or is currently located or any persons if such offering or allocation of ordinary shares will or may result in the Company, Makro, CPM and CPH being in violation of foreign law or rules and regulations or having burdens or obligations to carry out any actions in addition to those required under relevant Thai laws or regulations in connection with the issuance and offering of the Securities, or may result in the offering of the Securities being in non-compliance with the rules, methods or conditions prescribed for the offering or allocation of shares.
I have read and understood the disclaimers, representations, warranties, agreements and undertakings set out above. I understand that they may affect my rights. I agree to be bound by their terms. By clicking on the “Agree” button, I confirm the foregoing and that I am permitted to proceed to electronic versions of these materials. By clicking on the “Disagree” button, I acknowledge that I am not permitted to proceed to electronic versions of these materials and will return to the homepage.
