These materials do not constitute an offer or a solicitation in any jurisdiction in which such offer or
solicitation is unlawful. An offer will not be made in, nor will sales be accepted in, any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction. However, NewCo may, in its sole
discretion, take such action as it may deem necessary to extend any offer in any such jurisdiction.
Participants in the Solicitation
The Company, Kensington, NewCo, and their respective directors, executive officers and other members of their management and employees, under
SEC rules, may be deemed to be participants in the solicitation of proxies of Kensingtons shareholders in connection with the Proposed Business Combination. Investors and security holders may obtain more detailed information regarding the
names, affiliations and interests of Kensingtons directors and executive officers in Kensingtons Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with
the SEC on April 3, 2023, and regarding the names, affiliations and interests of the Companys directors and executive officers in the Companys Annual Report on Form 20-F for the fiscal year
ended December 31, 2021, which was filed with the SEC on April 27, 2022. Other information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of Kensingtons shareholders in
connection with the Proposed Business Combination and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC
regarding the transaction when they become available. Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents using the
sources indicated above.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
These materials contain certain forward-looking statements within the meaning of the U.S. federal securities laws. These forward-looking statements
generally are identified by the words believe, target, project, expect, anticipate, estimate, intend, positioned, strategy,
outlook, future, opportunity, plan, potential, predict, may, should, could, will, would, will be,
will continue, will likely result, and similar expressions. Such statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are based on managements belief or
interpretation of information currently available. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and
uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in these materials, including, but not limited to: (i) the risk that the Proposed Business Combination may not be completed in
a timely manner or at all, which may adversely affect the price of the Companys and Kensingtons securities, (ii) the risk that the Proposed Business Combination may not be completed by Kensingtons business combination deadline
and the potential failure to obtain an extension of the business combination deadline if sought by Kensington, (iii) the failure to satisfy the conditions to the consummation of the Proposed Business Combination, including, but not limited to,
the adoption of the business combination agreement by the shareholders of the Company and Kensington, and the receipt of certain governmental and regulatory approvals, (iv) the occurrence of any event, change or other circumstance that could
give rise to the termination of the business combination agreement, (iv) the effect of the announcement or pendency of the Proposed Business Combination on the Companys business relationships, performance, and business generally,
(vi) the outcome of any legal proceedings that may be instituted against the Company, Kensington or NewCo related to the business combination agreement or the Proposed Business Combination, (v) the ability to maintain the listing of
Kensingtons securities on the New York Stock Exchange and the Companys securities on the Nasdaq Stock Market LLC, (vi) the price of Kensingtons, the Companys and post-combination NewCos securities may be volatile
due to a variety of factors, including changes in the competitive and highly regulated industries in which the Company operates, variations in performance across competitors, changes in laws and regulations affecting the Company business and changes
in the combined capital structure, and (vii) the risk that the post-combination companys securities will not be approved for listing on the NASDAQ Stock Market LLC or if approved, maintain the listing. The foregoing list of factors is not
exhaustive. You should carefully consider
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