NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES OF AMERICA, THE UNITED KINGDOM OF GREAT BRITAIN, CANADA, AUSTRALIA AND JAPAN
Advertisement pursuant to Regulation (EU) 2017/1129 ("Prospectus Regulation") and Delegated Regulation (EU) 2019/979, each as amended
The information and the documents (together the "Information") contained on this website and all of its subsequently linked sub-pages (together the "Website") are advertisement, in particular within the meaning of Article 22 of the Prospectus Regulation, and do not constitute an offer to sell or a solicitation of an offer to purchase securities of PORR AG (the "Issuer") and may not be construed in this sense.
The Information contained on this Website is only addressed to and directed at such persons in the Member States of the European Economic Area ("EEA"), which are "Qualified Investors" within the meaning of Article 2(e) of the Prospectus Regulation, and may not be distributed to other persons, in particular not to "U.S. Persons" as defined in Regulation S under the United States Securities Act of 1933 (the "Securities Act") or persons resident in the United States of America ("United States"), the United Kingdom of Great Britain and Northern Ireland ("UK"), Canada, Australia or Japan. Any person in the EEA who is not a Qualified Investor must not act on the basis of or otherwise rely on Information contained on this Website. This Information is not being distributed to, and must not be passed on to, the general public in the UK. In the UK, this Information is only being distributed to and is only directed at qualified investors within the meaning of the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 who are (i) persons 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 "Financial Promotion Order") and (ii) persons falling within Article 49(2)(a) to (d) ('high net worth companies', etc.) of the Financial Promotion Order, or (iii) persons to whom it can otherwise lawfully be distributed.
The Information may not be viewed by or distributed to unauthorized persons because the securities ("Securities" or "Notes") listed on this Website are only directed at certain Qualified Investors and are only offered to them. In addition to the offering to these Qualified Investors, there will be no offer of Securities of the Issuer (and no such offer is being made or intended), including but not limited to persons acting for or on behalf of U.S. Persons (as defined above) or such other persons resident in the United States, UK, Canada, Australia or Japan, or to persons to whom securities may not be offered or sold. Furthermore, the invitation to tender offers for repurchase of securities is also exclusively addressed to Qualified Investors.
In several other jurisdictions, the purchase or sale of Notes on which Information is made available on this Website, may also be prohibited in general or for certain persons and therefore may only be possible for certain investors. The same may also apply to the distribution and dissemination of Information on these Notes. It is the responsibility of each user of this Website to inform himself/herself about the restrictions applying to him/her and to comply with these restrictions. Failure to comply with these restrictions may constitute a violation of the applicable securities laws. Each offer and sale of Securities has been conducted exclusively as a private placement to Qualified Investors, in particular qualified institutional investors, in compliance with all applicable securities laws.
In particular, the Information contained on this Website may not be distributed to and disseminated in publications with general circulation in the United States. The Securities listed on the following pages have not been and are not registered under the Securities Act and may not be offered or sold to a U.S. Person (as defined above) without prior registration pursuant to the provisions of the Securities Act or without an exemption from the registration requirements under the Securities Act.
All content on this Website (including all Information) constitutes neither an offer to sell, buy or subscribe for any Notes of the Issuer nor a solicitation of an offer to buy any of the Notes and shall not be construed in this sense. In addition, the contents of this Website or parts thereof may not be used as a basis for a binding contract of any kind or is used as reliable in this context.
The Issuer does not assume any liability that the Notes described on this Website are suitable as investment for all investors. Therefore, the Information on this Website does not constitute a recommendation of the Issuer to subscribe or otherwise acquire any of the Issuer's Notes.
It is to be noted that the securities prospectus (once available) accessible on the following page is NOT a prospectus for a public offer of Securities of the Issuer within the meaning of a public offer requiring a prospectus (prospektpflichtiges Angebot) pursuant to the Prospectus Regulation. This was created solely for the purposes of admission of the Notes to trading on the Official Market (Amtlicher Handel) of the Vienna Stock Exchange, a regulated market of the Vienna Stock Exchange ("Listing Prospectus"). In any event, the approval of the Listing Prospectus by the Austrian Financial Market Authority (Finanzmarktaufsichtsbehörde) should not be understood as an endorsement of the Issuer's Notes. The Issuer is not required to update the information contained in the Listing Prospectus in the future so that the information contained in the Listing Prospectus is no longer up to date at the time of its publication.
In order to access the following pages of the Website, you have to confirm and/or agree that
- you have read and understood the explanations above and you consent to comply with the restrictions contained therein,
- you are a Qualified Investor (as defined above),
- you are no U.S. Person (as defined by Regulation S) and that neither your domicile nor residence is in the USA, UK, Canada, Australia or Japan, and that you do not act on behalf of such persons or for other persons who are not authorised to get access to this Information either, but that you are permitted to receive such Information pursuant to the applicable regulations,
- you will not disclose any Information contained on the Website to U.S. persons or any other person who resides in the USA, the UK, Canada, Australia or Japan.
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