Offer Documents – Terms and Conditions

Documents in relation to the recommended cash offer for eg solutions plc by Verint WS Holdings Limited

Note: To view the documents please read the following Terms and Conditions, select ‘Yes, I agree’ and click on the button at the bottom of the page to continue.

Terms and Conditions

Offer for eg solutions plc by Verint WS Holding Limited

THIS PART OF THE WEBSITE RELATES TO THE PROPOSED OFFER FOR THE ENTIRE ISSUED SHARE CAPITAL OF EG SOLUTIONS PLC (“EG“) BY VERINT WS HOLDING LIMITED (“VERINT“) TO BE IMPLEMENTED BY WAY OF A SCHEME OF ARRANGEMENT PURSUANT TO SECTION 899 OF THE COMPANIES ACT 2006 (THE “OFFER“).

YOU ARE ATTEMPTING TO ENTER THE PART OF THE WEBSITE THAT EG HAS DESIGNATED FOR THE PUBLICATION OF DOCUMENTS AND INFORMATION IN CONNECTION WITH THE OFFER. ACCESS TO THIS AREA OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS 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 AREA OF THE WEBSITE. THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT, OR OTHERWISE 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 CONSENT OR OTHER FORMALITY WHICH EG REGARDS AS UNDULY ONEROUS.

PLEASE READ THE FOLLOWING DISCLAIMER, AND SIGNIFY YOUR APPROVAL OR DISAPPROVAL BY CLICKING ON THE APPROPRIATE BUTTON AT THE BOTTOM OF THE PAGE. INFORMATION RELATING TO THE OFFER IS BEING MADE AVAILABLE ON THIS PART OF THE WEBSITE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY AND IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

1. ACCESS TO INFORMATION RELATING TO THE OFFER

Please read this notice carefully; it applies to all persons who view this part of the website and, depending upon who you are and where you are located, it may affect your rights or responsibilities. This part of the website contains information relating to the Offer. Please note that, as the Offer progresses, the information contained on this part of the website as well as the terms of this disclaimer may be altered or updated. You should read the full text of this disclaimer each time you visit this part of the website. The contents of this area of the website may be amended at any time in whole or in part at the sole discretion of Verint.

For regulatory reasons, eg must ensure that persons seeking to access this part of the website are made aware of the appropriate regulations for the country which they are in. In order to view information relating to the Offer on this part of the website, you must read the following and then press “I agree” to confirm that you have read and understood this disclaimer.

2. OVERSEAS PERSONS

As a consequence of legal restrictions, the release, publication, viewing or distribution of the information contained in this part of the website may not be lawful in certain jurisdictions or to certain persons and may be restricted by law or regulation and therefore all persons viewing this part of the website, and into whose possession any information in this part of the website comes, must first satisfy themselves that they are either not subject to any applicable legal or regulatory restrictions that prohibit or restrict them from receiving information about the Offer or, if they are subject to any restrictions, should subsequently observe such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. If you are resident or located in any country that renders the accessing of this area of the website or parts thereof illegal, whether or not subject to making certain notifications or taking other action, you should not view this area of the website.

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 contained in this part of the website, or viewing the information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the information, please exit this webpage.

You should not forward, transmit or show the announcements, information or documents contained in this area of the website to any person. In particular, you should not forward or transmit the announcements, information or documents contained therein to any jurisdiction where it would be unlawful to do so.

3. BASIS OF ACCESS TO INFORMATION RELATING TO THE OFFER

The information relating to the Offer that can be accessed via this part of the website is being made available in good faith and for information purposes only and is subject to these terms and conditions. Any person seeking access to this part of the website represents and warrants to eg that they are doing so legally and for information purposes only. Making information relating to the Offer available in electronic format on this part of the website is not intended to, and does not, constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of the securities in any jurisdiction in contravention of applicable law.

If you are in doubt about the contents of this area of the website or the action you should take, you should seek advice from an independent financial adviser authorized and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority or, if you are located outside the United Kingdom, from an appropriately authorized independent financial adviser as to the suitability of any action. If you are an eg shareholder (or option holder) you should take no action based on the information available on this part of the website. Any action required by eg shareholders (or option holders) in connection with the Offer will only be set out in documents sent to or made available to eg shareholders (or option holders) and any decision made by such shareholders (or option holders) should be made solely and only on the basis of information provided in those documents.

The information contained in this part of the website is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by eg or Verint.

4. FORWARD-LOOKING STATEMENTS

Certain of the documents contained in this part of the website, oral statements made regarding the Offer and other information published by Verint and/or eg may contain certain trends, expectations, forecasts, estimates, or other forward-looking information affecting or relating to eg or Verint or their respective industry, products or activities. Forward-looking statements speak only as to the date of this document and may be identified by the use of forward-looking terms such as “may,” “will,” “expects,” “believes,” “hopes,” “anticipates,” “aims,” “plans,” “estimates,” “projects,” “targets,” “intends,” “forecasts,” “outlook,” “impact,” “potential,” “confidence,” “improve,” “continue,” “optimistic,” “deliver,” “comfortable,” “trend”, and “seeks,” or the negative of such terms or other variations on such terms or comparable terminology. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. These statements are based on assumptions and assessments made by eg and/or Verint, as the case may be, in light of their experience and their perception of historical trends, current conditions, future developments and other factors that they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors that could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements are unknown. Many important factors could cause actual results to differ materially from those in the forward-looking statements including, without limitation, disruption of production or supplies, changes in market conditions, political events, pending or future claims or litigation, competitive factors, technology advances, actions of regulatory agencies, future exchange and interest rates and changes in laws, government regulations, labeling or product approvals or the application or interpretation thereof. Other risk factors are described herein and in Verint and eg’s other respective filings, including in Verint and eg’s annual reports and accounts for the year ended 31 January 2017. Many of these important factors are outside of Verint’s or, as the case may be, eg’s control. No assurances can be provided as to any result or the timing of any outcome regarding matters described herein or otherwise with respect to any regulatory action, administrative proceedings, government investigations, litigation, warning letters, cost reductions, business strategies, earnings or revenue trends or future financial results. Other potential risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements include, without limitation: (a) the receipt of approval of eg’s shareholders; (b) any regulatory approvals required for the transaction not being obtained on the terms expected or on the anticipated schedule; (c) the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the transaction; (d) the possibility that the parties may be unable to any achieve expected synergies and operating efficiencies in connection with the transaction within the expected time-frames or at all and to successfully integrate eg’s operations into those of Verint; (e) the integration of eg’s operations into those of Verint being more difficult, time-consuming or costly than expected; (f) operating costs, customer loss and business disruption, including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers, being greater than expected following the transaction; (g) the retention of certain key employees of eg being difficult; (h) changes in tax laws or interpretations that could increase tax liabilities, including, if the transaction is consummated; (i) the possibility that market demand will not develop for new technologies, products or applications or services, or business initiatives will take longer, cost more or produce lower benefits than anticipated; (j) the possibility that application of or compliance with laws, court rulings, certifications, regulations, regulatory actions, or other requirements or standards may delay, limit or prevent new product introductions, affect the production and marketing of existing products or services or otherwise affect performance, results, prospects or value; (k) the potential of international unrest, economic downturn or effects of currencies, tax assessments, adjustments or anticipated rates, benefit or retirement plan costs, or other regulatory compliance costs; (l) the possibility of reduced demand, or reductions in the rate of growth in demand, for products and services; (m) the possibility that anticipated growth, cost savings, new product acceptance, performance or approvals, or other results may not be achieved, or that transition, labor, competition, timing, execution, regulatory, governmental, or other issues or risks associated with Verint and eg’s respective businesses, industry or initiatives may adversely impact performance, results, prospects or value; (n) the possibility that anticipated financial results or benefits of recent acquisitions will not be realised or will be other than anticipated; and (o) the effects of contractions in credit availability, as well as the ability of Verint and eg’s respective customers and suppliers to adequately access the credit markets when needed.

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 investors are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of the relevant document. Neither eg nor Verint assume any obligation to update or correct the information contained in the relevant document (whether as a result of new information, future events or otherwise), except as required by applicable law.

Given the risks and uncertainties, undue reliance should not be placed on forward-looking statements as a prediction of actual results. Should one or more of the risks or uncertainties mentioned materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the relevant documents. eg, Verint and their affiliated companies assume no obligation to update or correct the information contained in the documents in this part of the website, whether as a result of new information, future events or otherwise, except to the extent legally required. The statements contained in the documents in this part of the website are made as at the date of such documents, unless some other time is specified in relation to them, and service of the relevant documents shall not give rise to any implication that there has been no change in the facts set out in such documents since such date(s).

5. NO PROFIT FORECAST

Save as otherwise expressly stated in any relevant information, no statement in this part of the website or the information contained herein is intended as a profit forecast or a profit estimate and no statement in this part of the website or the information contained herein should be interpreted to mean that the future earnings per Verint share for current or future financial years will necessarily match or exceed the historical published earnings per Verint share.

6. RESPONSIBILITY

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

Documents included in this part of the website speak only at the specified date of the relevant document. Subject to any continuing obligations under applicable law or the Takeover Code or any other relevant rules or regulations, eg expressly disclaims any obligation to disseminate, after the date of the posting of information relating to the Offer on this part of the website, any updates or revisions to any statements in the Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.

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

If you are in any doubt about the contents of this part of the website or the action you should take, you should seek your own financial advice from an independent financial adviser authorized under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorized independent financial adviser.

THE INFORMATION RELATING TO THE OFFER THAT IS CONTAINED IN THIS PART OF THE WEBSITE MAY NOT BE DOWNLOADED BY, FORWARDED TO, TRANSMITTED TO, OR SHARED WITH ANY PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH EG REGARDS AS UNDULY ONEROUS. ANY PERSON SEEKING ACCESS TO THIS PART OF THE WEBSITE REPRESENTS AND WARRANTS TO EG THAT HE OR SHE (1) IS NOT LOCATED OR RESIDENT IN A JURISDICTION THAT RENDERS ACCESSING THIS AREA OF THE WEBSITE OR PARTS THEREOF ILLEGAL AND (2) IS DOING SO LEGALLY AND FOR INFORMATION PURPOSES ONLY.

7. GOVERNING LAW

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

8. CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF DISCLAIMER

I have read and understood the disclaimer set out above. I undertake, represent and warrant to eg that I intend to access this part of the website for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights or responsibilities. I agree to be bound by its terms. I confirm that I am permitted to proceed to this part of the website and that I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of this part of the website or parts thereof illegal.

I agree that I will not forward, transmit, transfer, distribute (by any means including by electronic transmission) any documents included in this part of the website either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation.

To proceed, please confirm that you agree to the Terms and Conditions outlined above.

Yes, I agree to the Terms and Conditions outlined above