Scheme of Arrangement

DISCLAIMER – IMPORTANT

Before accessing this section of the website you must confirm you meet the below criteria and are happy to proceed based on the information provided. If you are not able to make this confirmation you must not proceed any further and should decline to accept these terms.

EXCEPT FOR CERTAIN LIMITED EXCEPTIONS, THE INFORMATION AVAILABLE ON THIS SECTION OF THE WEBSITE INCLUDING THE CIRCULAR TO SHAREHOLDERS OF MJ GLEESON PLC AND THE PROSPECTUS RELATING TO MJ GLEESON PLC AND ITS SHARES (COLLECTIVELY, THE “INFORMATION”) IS NOT DIRECTED, SUBJECT TO LIMITED EXCEPTIONS, AT OR ACCESSIBLE BY PERSONS IN THE UNITED STATES, OR PERSONS RESIDENT OR LOCATED IN AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE THE EXTENSION OF AVAILABILITY OF THE INFORMATION TO WHICH YOU ARE SEEKING ACCESS WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

The information contained within this website is issued by MJ Gleeson PLC or M J Gleeson Group PLC (as applicable) in good faith and is provided for information purposes only. Nothing herein is intended to be construed as an offer or invitation to sell or issue, or a solicitation of an offer to purchase or subscribe for any security.

Nothing on this website is directed at any person outside of the United Kingdom except under circumstances which result in compliance with applicable laws and regulations.  Persons should inform themselves about and observe such restrictions before accessing this website. The contents of this section of the website are not to be construed as legal, business or tax advice. You should consult your own independent legal, financial or tax adviser for legal, financial or tax advice.

The MJ Gleeson PLC shares have not been and will not be registered under the US Securities Act 1933, as amended (the “Securities Act”) or under any applicable securities laws of any state, province, territory, county or jurisdiction of the United States, Australia, Canada or Japan.  Accordingly, unless an exemption under relevant securities laws is applicable, any such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the United States, Australia, Canada, Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction.

Except for certain limited exceptions, the Information must not be, released or otherwise forwarded, distributed or sent in or into the United States, Australia, Canada, Japan or any jurisdiction in which such offers or sales are unlawful.  Persons receiving the Information (including custodians, nominees and trustees) must not distribute or send them in, into or from the United States, Australia, Canada or Japan.

The relevant clearances have not been, and will not be, obtained from the Securities Commission of any province or territory of Canada; no prospectus in relation to the admission of the MJ Gleeson shares to the premium listing segment of the Official List in accordance with the Listing Rules and the admission of the MJ Gleeson shares to trading on the London Stock Exchange’s main market for listed securities in accordance with the Admission and Disclosure Standards (“Admission”) has been, or will be, lodged with, or registered by The Australian Securities and Investments Commission; and no registration statement has been, or will be, filed with the Japanese Ministry of Finance in relation to Admission of the MJ Gleeson shares. Accordingly, subject to certain exceptions, the MJ Gleeson shares may not, directly or indirectly, be offered or sold within Canada, Australia or Japan or offered or sold to a resident of Canada, Australia or Japan.

No representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of the information, opinions and conclusions contained in the Information. To the maximum extent permitted by law, MJ Gleeson PLC and M J Gleeson Group PLC and their respective affiliates, officers, directors, employees and agents, disclaim any liability (including, without limitation, any liability arising from fault or negligence) as to the accuracy or completeness or use of, nor any liability to update, the documents and the information contained on this website.

These terms and conditions are governed and interpreted pursuant to the laws of England and Wales.

I have read and understood the disclaimer set out above.  I understand that it may affect my rights and I agree to be bound by its terms.  I confirm that I am permitted to proceed to the Information.

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