Notice is hereby given in accordance with section 978(1)(c)(ii) of the Companies Act 2006 that a cash offer has been made by Visa to acquire the whole of the issued and to be issued ordinary share capital of Earthport (the “Offer”). Under the Offer, Earthport Shareholders are entitled to receive 37 pence in cash for each Earthport Share.

The offer document, containing the terms of the Offer and the procedures for acceptance (the “Offer Document”) was dated, published and posted to Earthport Shareholders on 11 February 2019.

Terms defined in the Offer Document have the same meanings in this notice.

The Offer Document may be inspected, and copies thereof may be obtained, during normal office hours at the offices of the Receiving Agent, Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. The Offer Document may also be viewed on Visa’s website at https://investor.visa.com.

This notice is not intended to, and does not constitute or form part of, and must not be construed as any offer or invitation, or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities of Earthport in any jurisdiction in contravention of applicable law. The Offer will be implemented solely pursuant to the terms of the Offer Document and the accompanying Form of Acceptance, which contain the full terms and conditions of the Offer, including details of how to accept the Offer. Any decision in respect of, or other response to, the Offer should be made only on the basis of, and Earthport Shareholders who accept the Offer may rely only on, the information contained in the Offer Document and the Form of Acceptance. Earthport Shareholders are advised to read the formal documentation in relation to the Offer carefully.

The release, publication or distribution of the Offer Document in or into certain jurisdictions other than the UK may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable legal and regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

The Offer is being made for the securities of a UK company and is subject to UK disclosure requirements, which are different from those of the United States. The financial information included in the Offer Document has been prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The Offer is being made in the United States pursuant to the applicable US rules in relation to cross-border tender offers and otherwise in accordance with the requirements of the Code. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.

None of the securities referred to in this document, the Offer or this document have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States.

The receipt of cash pursuant to the Offer by a US Earthport Shareholder will likely be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each holder of Earthport Shares is urged to consult his or her independent professional advisor immediately regarding the tax consequences of acceptance of the Offer.

It may be difficult for US Earthport Shareholders to enforce their rights and any claim arising out of the US federal securities laws, since Earthport is located in a country other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US Earthport Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgement.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Visa or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Earthport Shares outside the United States, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. Any such purchases would be made at prices not higher than the price in the Offer, unless the price of the Offer is increased accordingly. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, Goldman Sachs International and its respective affiliates may continue to act as a connected exempt principal trader in Earthport Shares on AIM. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website, www.londonstockexchange.com.

The Offer Document has been prepared for the purposes of complying with English law and the Code and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England. The statements contained in the Offer Document are not to be construed as legal, business, financial or tax advice.

Any Earthport Shareholder who is in any doubt about the Offer or the contents of the Offer Document or the action he/she should take, is recommended to seek immediately his/her own personal independent financial, legal and tax advice from his/her stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if he/she is resident in the UK or, if not, from another appropriately authorised independent financial adviser in the relevant jurisdiction.

The Offer, which has been made by means of the Offer Document, will initially be open for acceptance until 1.00 p.m. (London time) on 12 March 2019. Visa reserves the right (but shall not be obliged, other than as may be required by the Code or the applicable US tender offer rules) at any time or from time to time to extend the Offer after such time.

The Offer is made in respect of the whole of the issued and to be issued ordinary share capital of Earthport, including Earthport Shares held by persons to whom the Offer Document is not being dispatched. The Offer is, by means of this notice, being notified to all persons to whom the Offer Document may not be dispatched. Any such persons may obtain a copy of the Offer Document and the relevant Form of Acceptance by contacting the Receiving Agent, Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, or by telephoning the Receiving Agent between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday (excluding English and Welsh public holidays) on 0333 207 6563 from within the UK or (if calling from outside the UK) +44 121 415 0878.