Disclaimer

The following restricted pages of the website contain information in respect of a contemplated transaction by of Xior Student Housing NV (the “Company”). Nothing on this website (or any website to which this website has been hypertext linked) constitutes an invitation or offer to acquire any securities of the Company or any of its subsidiaries. THE INFORMATION IN THE FOLLOWING PAGES IS NOT INTENDED FOR, AND IS NOT TO BE MADE AVAILABLE TO, ANY PERSON THAT IS RESIDING, DOMICILED OR PHYSICALLY PRESENT IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA.

The following information may only be consulted by investors that may have access to such information as allowed under the applicable regulations. The reproduction of these electronic versions (i) on another website or at any other virtual or physical location, or (ii) in a printed form or on any other carrier for the purpose of distributing these documents, in any manner whatsoever, is strictly forbidden.

The information is made available for information purposes only and is not in any manner intended to constitute (nor will there be) a public offering or invitation to proceed to an acquisition of, or subscription to, any of the Company’s securities in, or towards residents, inhabitants, or citizens of, the United States of America, Australia, Canada, Japan, South Africa, Switzerland, the United Kingdom or any other jurisdiction where such offering or solicitation is not permitted without registration, exemption from registration or qualification under the applicable legislation of the relevant jurisdiction, or does not meet the required conditions under the applicable legislation of the relevant jurisdiction.

The information contained on this website and in the following information does not constitute an offer of securities for sale in the United States of America, Australia, Canada, Japan, South Africa, Switzerland, the United Kingdom or any other jurisdiction in which such offers or sales are unlawful. The Company’s securities have not been, nor will be, registered under the US Securities Act of 1933, as amended (the “Securities Act”), or with any other securities regulatory authority of any state or other jurisdiction in the United States of America. The Company’s securities may not be offered or sold in the United States of America without prior registration under the Securities Act, or unless the transaction is exempt from, or not subject to, the registration requirements of the Securities Act and any applicable state securities laws. There will be no public offer of securities in the United States of America.

None of the information, or any copy thereof, may, directly or indirectly, be taken or sent to, or distributed in, the United States of America, Australia, Canada, Japan, South Africa or any other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.

In the United Kingdom, the following information is directed only at (i) persons 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”), (ii) high net worth entities, etc. falling within Article 49(2)(a) to (d) of the Order, and (iii) any other person to whom it may otherwise lawfully be communicated) (all “Relevant Persons”). Any investment activity to which the following information relates will only be available to and will only be engaged in with, Relevant Persons. No person who is not a Relevant Person may act or rely on the following information or any of its contents.

In general, any person who would like to receive access to the following information must verify in advance that such access does not constitute a breach of any applicable law or regulations. The Company cannot be held liable should these restrictions be breached by any person.

In Switzerland, the following information is directed only at persons that qualify as “professional clients” in accordance with Article 4 iuncto 36 of the Swiss Financial Services Act (“Finanzdienstleistungsgesetz”) of 15 June 2018, as amended (“FinSA”). Any investment activity to which the following information relates will only be available to and will only be engaged in with, professional clients. Any person who is not a professional client should not act or rely on the following information or any of its contents.The distribution of the following information in other jurisdictions may be restricted by law and persons who receive the following information should inform themselves about, and observe, any such restrictions.

Non-compliance with these provisions may constitute a breach of the applicable legislation in the United States of America, Australia, Canada, Japan, South Africa, Switzerland, the United Kingdom or any other applicable jurisdiction. The dissemination of information contained in the following information or on the Company’s website in jurisdictions other than Belgium may be subject to legal restrictions and persons who become aware of and/or receive such information must inform themselves about any applicable legal restrictions and must comply with such restrictions.

In general, any person who would like to receive access to the following information must verify in advance that such access does not constitute a breach of any applicable law or regulations.

The information contained in the following information should not be construed to constitute any form of advice or recommendation, including but not limited to investment, tax, legal or other advice.

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1. you confirm and certify that you have read, understand and will comply with, the warnings and restrictions stated above; and
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• (i) you are a person located in Belgium;
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• (iii) you do not live in, or are a resident of Switzerland (except in connection with a possible private placement, for purposes of which you are a “professional client” in accordance with Article 4 iuncto 36 of the Swiss Financial Services Act (“Finanzdienstleistungsgesetz”) of 15 June 2018, as amended);
• (iv) you do not live in, or are a resident of the United Kingdom (except in connection with a possible private placement, for purposes of which you are (i) a person with 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”), (ii) a high net worth entity, etc. falling within Article 49(2)(a) to (d) of the Order, or (iii) any other person to whom the information may otherwise lawfully be communicated);
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