NOTICE TO RESIDENTS OF THE UNITED KINGDOM

This draft document, its contents and any related communication and/or accompanying materials (together, this “Document”) relates to Naviger Capital I L.P. (the "Fund") that has not been established. The proposed Fund is or will be an unregulated collective investment scheme which has not been authorised or recognised by the UK Financial Conduct Authority (the "FCA") for the purposes of the UK Financial Services and Markets Act 2000, as amended ("FSMA"). Nor has the proposed Fund been notified to the FCA for marketing in or into the UK.

The promotion of the proposed Fund and the distribution of this Document in the UK is accordingly restricted by Sections 21, 238 and 240 of FSMA, respectively, and this Document is not available for general distribution in, from or into the United Kingdom. When distributed in, from or into the United Kingdom, this Document is only intended for the following persons: (1) persons domiciled or with a registered office in the United Kingdom who fall within any one or more of the following categories (each such person, a "UK Eligible Person"): (i) persons who are per se or elective professional clients (as defined in Annex II to the Markets in Financial Instruments Directive 2014/65/EU): (ii) investment professionals within the meaning of Article 19 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "FP Order") and Article 14 of the UK Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001, as amended (the "CIS Order"); (iii) persons in the business of disseminating information within the meaning of Article 47 of the FP Order and Article 20 of the CIS Order; (iv) certified high net worth individuals within the meaning of Article 48 of the FP Order and Article 21 of the CIS Order; (v) high net worth bodies corporate, unincorporated associations or partnerships and the trustees of high value trusts within the meaning of Article 49 of the FP Order and Article 22 of the CIS Order; (vi) certified sophisticated investors within the meaning of Article 50 of the FP Order and Article 23 of the CIS Order; (vii) self-certified sophisticated investors within the meaning of Article 50A of the FP Order and Article 23A of the CIS Order; (viii) settlors, trustees and personal representatives within the meaning of Article 53 of the FP Order and Article 25 of the CIS Order; and (ix) any other persons to whom this Document may lawfully be communicated under other applicable provisions of the FP Order; (2) persons outside the European Economic Area receiving this Document electronically (subject to any laws or regulations applicable to such persons permitting or restricting the distribution or receipt of this Document); and (3) persons outside the United Kingdom receiving this Document non-electronically (subject to any laws or regulations applicable to such persons permitting or restricting the distribution or receipt of this Document).

Each recipient of this Document that is domiciled or with a registered office in the United Kingdom, by accepting and not immediately returning this Document, represents and warrants that it, he or she is a UK Eligible Person.
No person falling outside the above categories should act or rely on this Document or otherwise treat it as constituting a promotion to him, her or it. Other persons distributing this Document in, from or into the United Kingdom must satisfy themselves that it is lawful to do so. The above categories may be modified in the future without notice. This Document is for informational purposes only and is not and is not intended to be an offer.

NOTICE TO RESIDENTS OF THE ABU DHABI GLOBAL MARKET

This draft document, its contents and any related communication and/or accompanying materials (together, this “Document”) relates to Naviger Capital I L.P. (the "Fund") that has not been established and is for informational purposes only. This Document, and the information contained herein, does not (and is not intended to) constitute or form part of any offer to issue or sell, or any solicitation of any offer to subscribe or purchase, interests in the proposed Fund in the Abu Dhabi Global Market (the "ADGM") and accordingly should not be construed as such.

This Document is provided within the context of, and constitutes, an "exempt communication" in the ADGM. Accordingly, this Document is intended for distribution only to persons inside the ADGM being “Authorised Persons” or “Recognised Bodies” pursuant to Paragraph 4(1) of Schedule 2 to the Financial Services and Market Regulations 2015 (Consolidation Version), as amended from time to time (the "FSMR"). This Document is for use of the named addressee only who has confirmed that it is an “Authorised Person” or “Recognised Body” within the meaning of the rules of the Financial Services Regulatory Authority of the ADGM (the "FSRA"), and this Document should not be given or shown to any other person (other than employees, agents or consultants engaged by such addressee in connection with the addressee's consideration thereof). To avoid doubt, this Document may also be distributed to any other persons to whom it may lawfully be communicated under, and in accordance with, other applicable provisions of Paragraph 4 of Schedule 2 to the FSMR.

The FSRA accepts no responsibility for reviewing or verifying this Document or any other documents in connection with the proposed Fund. Accordingly, the FSRA has not approved this Document or any other associated documents nor taken any steps to verify the information set out in this Document and has no responsibility for it.
The proposed Fund (and interests therein) to which this Document relates may be illiquid and/or subject to restrictions on re-sale. Recipients of this Document should conduct their own due diligence on the proposed Fund. This Document is preliminary, non-binding and potentially subject to change. It is qualified in its entirety by reference to, amongst other things, a definitive and final limited partnership agreement in respect of the proposed Fund.

If you do not understand the contents of this Document, you should consult an authorised financial adviser.

NOTICE TO RESIDENTS OF THE DUBAI INTERNATIONAL FINANCIAL CENTRE

This draft document, its contents and any related communication and/or accompanying materials (together, this “Document”) relates to Naviger Capital I L.P. (the "Fund") that has not been established and is for informational purposes only. The proposed Fund is not expected to be subject to any form of regulation or approval by the Dubai International Financial Centre (the "DIFC") or the Dubai Financial Services Authority of the DIFC (the "DFSA"), and would be "Foreign Fund" (as defined in the DFSA Handbook). None of the proposed Fund, interests therein and this Document have been approved, registered, recognised or licensed by the DIFC or the DFSA.

This Document, and the information contained herein, does not (and is not intended to) constitute or form part of any offer to issue or sell, or any solicitation of any offer to subscribe or purchase, interests in the proposed Fund in the DIFC and accordingly should not be construed as such.

Neither the DFSA nor the DIFC has any responsibility for reviewing or verifying this Document or any other documents in connection with the proposed Fund. Accordingly, neither the DFSA nor the DIFC has approved this Document or any other associated documents nor taken any steps to verify the information set out in this Document, and neither have responsibility for it.

This Document is intended only for persons being a "deemed Professional Client" (as defined in Rule 2.3.4 of the Conduct of Business Module of the DFSA Handbook) and must not, therefore, be provided to, or relied on by, any other type of person. By accepting and not immediately returning this Document, each recipient of this Document in the DIFC represents and warrants that it is a "deemed Professional Client".

The proposed Fund (and interests therein) to which this Document relates may be illiquid and/or subject to restrictions on re-sale. Recipients of this Document should conduct their own due diligence on the proposed Fund. This Document is preliminary, non-binding and potentially subject to change. It is qualified in its entirety by reference to, amongst other things, a definitive and final limited partnership agreement in respect of the proposed Fund.

If you do not understand the contents of this Document, you should consult an authorised financial adviser.

• I ACCEPT