IMPORTANT NOTICE IMPORTANT: You must read the following disclaimer before continuing. This electronic transmission applies to the attached document, which has been prepared in connectionwith the proposed rights issue (the "Rights Issue") of new ordinary shares in Hyve Group plc (the "Company") and the proposed admission of the shares to the Official List of the Financial Conduct Authority ("FCA") and to trading on the Main Market of the London Stock Exchange ("Admission"). You areadvised to read this disclaimer carefully before reading, accessing or making any other use of the attached document. In accessing the attached document, you agree to and represent and warrant that you will be bound by the following terms and conditions, including any modifications to them each time you receive any information from the Company, Numis Securities Limited ("Numis"), Barclays Bank PLC ("Barclays") or HSBC Bank plc ("HSBC") as a result of such access. You acknowledge that the delivery of this electronic transmission and the attached document is confidential and intended for you only and you agree you will not forward, reproduce or publish this electronic transmission or the attached document to any other person. The attached document is not a prospectus for the purposes of the Prospectus Rules issued by the FCA. Accordingly, the attached document has not been pre-approved by or filed with the FCA. The information in the attached document, which is in draft form and is incomplete, is subject to updating, completion, revision, further verification and amendment. Neither the Company, Numis, HSBC, Barclays or their affiliates or their respective representatives are under any obligation to keep current the information contained in the attached document. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES IN THE COMPANY (THE "SECURITIES") HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER US JURISDICTION, AND SECURITIES DESCRIBED IN THIS DOCUMENT MAY NOT BE OFFERED SOLD, TAKEN UP, EXERCISED, RESOLD, RENOUNCED, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFER OF SECURITIES IN THE UNITED STATES. THE ATTACHED DOCUMENT IS ONLY ADDRESSED TO AND DIRECTED (I) AT PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION (REGULATION (EU) 2017/1129 ("REGULATION") ("QUALIFIED INVESTORS"); (II) TO FEWER THAN 150 NATURAL OR LEGAL PERSONS (OTHER THAN QUALIFIED INVESTORS AS DEFINED IN THE PROSPECTUS REGULATION) IN SUCH RELEVANT MEMBER STATE; OR (III) IN ANY OTHER CIRCUMSTANCES FALLING WITHIN ARTICLE 1(4) OF THE PROSPECTUS DIRECTIVE. IN THE UNITED KINGDOM, THIS DOCUMENT IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") AND QUALIFIED INVESTORS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER; AND (II) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS COMMUNICATION IS BEING DIRECTED ONLY AT RELEVANT PERSONS AND ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS COMMUNICATION RELATES WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THE ATTACHED DOCUMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. THE ATTACHED DOCUMENT MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER AND, IN PARTICULAR, MAY NOT BE FORWARDED TO ANY US ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES. The attached document has been made available to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently neither the Company, Numis, Barclays or HSBC or any of their respective members, directors, officers or employees, agents and advisers accepts any liability or responsibility whatsoever in respect of any difference between the document distributed to you in electronic format and the hard copy version. Please ensure that your copy is complete. If you received this document by e-mail, you should not reply by e-mail to this document. Any reply e-mail communications, including those you generate by using the “reply” function on your e-mail software, will be ignored or rejected. You are reminded that you have accessed the attached document on the basis that you are a person into whose possession this document may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorised to deliver this document, electronically or otherwise, to any other person. Confirmation of Your Representation: By accepting the electronic delivery of the attached document you are deemed to have represented to the Company, Numis, Barclays and HSBC that (i) you understand and agree to the terms set out herein; (ii) you will not transmit the attached document (or any copy of it or part thereof) or disclose, whether orally or in writing, in part or in whole, any of its contents to any other person; (iii) you acknowledge that you will make your own assessment regarding any credit, investment, legal, taxation or other economic considerations with respect to your decision to subscribe or purchase any of the Securities in the Company; (iv) either (a) you and any customers you represent are Qualified Institutional Buyers ("QIBs") (within the meaning of Rule 144A under the Securities Act), or (b) you are located outside the United States and you are purchasing the securities being offered in an offshore transaction (within the meaning of Regulation S under the Securities Act) and the electronic mail address that you gave us and to which this email has been delivered is not located in the United States; (v) if you are in the UK or the EEA, you are a Qualified Investor and/or a relevant person (as applicable), and/or a relevant person who is acting on behalf of, relevant persons in the UK or the EEA; (vi) if you are outside the United States, the EEA and the UK (and the electronic mail addresses that you gave us and to which this document has been delivered are not located in such jurisdictions) you are a person into whose possession this document may lawfully be delivered in accordance with the laws of the jurisdiction in which you are located; (vii) you are acting on behalf of, or you are an institutional investor that is eligible to receive this document; and (viii) you consent to delivery of this document and any amendments or supplements thereto by electronic transmission. This document does not constitute an offer to sell or issue, or the solicitation of an offer to purchase or subscribe for, any securities to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful and, in particular, is not for distribution in or into Australia, Canada, Japan, South Africa, New Zealand or the United States. The Securities have not been, and will not be, registered under the US Securities Act of 1933, or under the securities legislation of any state of the United States. In Canada, no prospectus has been or will be filed with any securities commission or similar authority in respect of the Securities. No such securities commission or similar authority in Canada has reviewed or in any way passed upon the merits of the Rights Issue and any representation to the contrary is an offence; no document in relation to the Rights Issue 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 the Rights Issue. Accordingly, subject to limited exceptions, the Securities may not, directly or indirectly, be offered or sold within the United States, Canada, Australia, South Africa, New Zealand or Japan or offered or sold to any resident, national or citizen of the United States, Canada, Australia, South Africa, New Zealand or Japan. The information contained in the attached document is confidential and may constitute inside information for the purposes of the Criminal Justice Act 1993 ("CJA") and the EU Market Abuse Regulation (2014/596/EU) ("MAR"). You should not use this information as a basis for your behaviour in relation to any financial instruments (as defined in MAR) in the Company until such time as the information is publicly announced, as to do so could amount to market abuse for the purposes of MAR. Numis which is authorised and regulated in the United Kingdom by the FCA, and Barclays and HSBC which are authorised by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the PRA and the FCA, are acting for the Company and no one else in relation to the Rights Issue and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Numis, Barclays and HSBC or for providing advice in relation to any matter contained in this document or any matter or arrangement referred to in it.