Disclaimer

IMPORTANT NOTICE

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA (THE “UNITED STATES”) OR TO ANY PERSON RESIDENT OR LOCATED IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

IMPORTANT: You must read the following disclaimer before continuing: The following disclaimer applies to the attached tender offer memorandum (the “Tender Offer Memorandum”), whether received by e-mail, other form of electronic communication or otherwise, and you are therefore required to read this disclaimer carefully before accessing, reading or making any other use of the Tender Offer Memorandum. By accepting the e-mail or other communication through which the attached Tender Offer Memorandum is made available to you and by accessing the attached Tender Offer Memorandum, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from Nickel Industries Limited (formerly Nickel Mines Limited) (the “Offeror”), Merrill Lynch (Singapore) Pte. Ltd. and Morgan Stanley & Co. International plc (the “Dealer Managers”) or Morrow Sodali Limited (the “Information and Tender Agent”) as a result of such access. Capitalised terms used but not otherwise defined in this disclaimer shall have the meaning given to them in the Tender Offer Memorandum.

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 HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE U.S., EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.

NEITHER THE ATTACHED TENDER OFFER MEMORANDUM NOR ANY RELATED DOCUMENT HAS BEEN FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE ATTACHED TENDER OFFER MEMORANDUM OR ANY SUCH DOCUMENT BEEN FILED WITH OR REVIEWED BY ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY. NO AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THE ATTACHED TENDER OFFER MEMORANDUM OR ANY RELATED DOCUMENTS, AND IT IS UNLAWFUL AND A CRIMINAL OFFENCE TO MAKE ANY REPRESENTATION TO THE CONTRARY.

THE ATTACHED TENDER OFFER MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE TENDER OFFER MEMORANDUM IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

Confirmation of your representation: In order to be eligible to access, read or otherwise make use of the Tender Offer Memorandum or make an investment decision with respect to the Invitation (as defined below), you must be outside the United States and otherwise able to participate lawfully in the invitation by the Offeror to holders of its outstanding Regulation S 6.50% Notes due 2024 (ISIN: XS2325213689) (the “Notes”), to tender their Notes for purchase by the Offeror for cash (the “Invitation”) on the terms and subject to the conditions set out in the Tender Offer Memorandum, including the offer and distribution restrictions set out on pages 6 to 9 (the “Offer and Distribution Restrictions”). The Tender Offer Memorandum was sent at your request, and by accessing, reading or otherwise making use of the Tender Offer Memorandum you shall be deemed to have represented to the Offeror, the Dealer Managers and the Information and Tender Agent that:

1. 1. you are a holder of or are a custodian or intermediary acting on behalf of the beneficial owner of the Notes;
   2. the electronic mail address that you have given to the Offeror, the Dealer Managers and/or the Information and Tender Agent and to which the Tender Offer Memorandum has been delivered is not located in the United States, and to the extent you participate in the Invitation as described in the attached Tender Offer Memorandum, you will be doing so pursuant to Regulation S under the Securities Act;
   3. neither you nor any beneficial owner of the Notes nor any other person on whose behalf you are acting, either directly or indirectly, is located or resident in the United States;
   4. you have not sent and will not send any copy of the Tender Offer Memorandum and you have not used and will not use, directly or indirectly, the mails of, or a means of communication or other means or instrumentality of commerce or the facilities of a United States securities exchange in relation to the Invitation;
   5. you are otherwise a person to whom it is lawful to send the Tender Offer Memorandum or to make an invitation pursuant to the Invitation in accordance with applicable laws, including the Offer and Distribution Restrictions;
   6. you are not a person or entity (a) that is organised or resident in a country or territory which is the target of comprehensive country sanctions administered or enforced by any Sanctions Authority; (b) that is, or is directly or indirectly owned or controlled by a Person that is, described or designated in (i) the most current “Specially Designated Nationals and Blocked Persons” list (which as of the date hereof can be found at: https://www.treasury.gov/ofac/downloads/sdnlist.pdf) or (ii) the Foreign Sanctions Evaders List (which as of the date hereof can be found at: http://www.treasury.gov/ofac/downloads/fse/fselist.pdf) or (iii) the most current “Consolidated list of persons, groups and entities subject to EU financial sanctions; or (c) that is otherwise the subject of any sanctions administered or enforced by any Sanctions Authority, other than solely by virtue of their inclusion in: (i) the most current “Sectoral Sanctions Identifications” list (which as of the date hereof can be found at: https://www.treasury.gov/ofac/downloads/ssi/ssilist.pdf) (the “SSI List”), (ii) Annexes 3, 4, 5 and 6 of Council Regulation No. 833/2014, as amended by Council Regulation No. 960/2014 (the “EU Annexes”), or (iii) any other list maintained by a Sanctions Authority, with similar effect to the SSI List or the EU Annexes (whereby “Sanctions Authority” shall be (1) the United States government; (2) the United Nations; (3) the European Union (or any of its member state); (4) the United Kingdom; (5) Australia; (6) any other equivalent governmental or regulatory authority, institution or agency which administers economic, financial or trade sanctions; and (7) the respective governmental institutions and agencies of any of the foregoing including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the U.S. Department of Commerce and His Majesty’s Treasury) (“Sanctions Restricted Person”); and
   7. you consent to delivery of the Tender Offer Memorandum by electronic transmission.

The Tender Offer Memorandum has been made available to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Offeror, the Dealer Managers, Citicorp International Limited (the “Trustee”) or the Information and Tender Agent or any person who controls, or is a director, officer, employee, agent or affiliate of, any such person accepts any liability or responsibility whatsoever in respect of any difference in the Tender Offer Memorandum distributed to you in electronic format.

You are also reminded that the attached Tender Offer Memorandum has been made available to you at your request on the basis that you are a person into whose possession the attached Tender Offer Memorandum may lawfully be made available in accordance with the laws of the jurisdiction in which you are resident and/or located and that you are not authorised to deliver the attached Tender Offer Memorandum to any other person. If the attached Tender Offer Memorandum is delivered to you but you are not the named addressee to which the attached Tender Offer Memorandum is intended for delivery, please notify the sender immediately and destroy the attached Tender Offer Memorandum. The Tender Offer Memorandum should not be distributed, published or reproduced (in whole or in part) or disclosed to any other persons and is, and its contents are, confidential.

The Tender Offer Memorandum contains important information which should be read carefully before any decision is made with respect to the Invitation. If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender such Notes pursuant to the Invitation.

Any materials relating to the Invitation do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law. If a jurisdiction requires that the Invitation be made or arranged by a licensed broker or dealer and the Dealer Managers or any of their affiliates are such a licensed broker or dealer in that jurisdiction, such invitation shall be deemed to be made by the Dealer Managers or such affiliates, as the case may be, on behalf of the Offeror in such jurisdiction.

The Tender Offer Memorandum has been issued by the Offeror and is being distributed only to existing Noteholders. The attached Tender Offer Memorandum may only be communicated to persons in the United Kingdom in circumstances where Section 21(1) of the Financial Services and Markets Act 2000, as amended, does not apply.

Restrictions: Nothing in this electronic transmission constitutes an offer of securities for sale in the United States or in any other jurisdiction in which such offer or solicitation would be unlawful. The Invitation is subject to applicable laws, including the Offer and Distribution Restrictions.

The Invitation is subject to uncertainty and risks. None of the Offeror, the Dealer Managers or the Information and Tender Agent makes any recommendation as to whether Noteholders should tender their Notes for purchase by the Offeror for cash pursuant to the Invitation.

Before making a decision whether to tender Notes for purchase for cash pursuant to the Invitation, Noteholders should carefully consider all of the information in the attached Tender Offer Memorandum and, in particular, the risks described under “Risk Factors and Other Considerations”.

The distribution of the Tender Offer Memorandum in certain jurisdictions may be restricted by law. In addition, the Tender Offer Memorandum is not to be distributed in or into the United States. See “Offer and Distribution Restrictions” in the Tender Offer Memorandum. Persons into whose possession the Tender Offer Memorandum comes are required by the Offeror, the Dealer Managers and the Information and Tender Agent to inform themselves about, and to observe, any such restrictions.