POSSIBLE OFFER BY PI Industries LTD FOR Plant Health Care PLC

ACCESS TO THIS AREA OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS AREA OF THE WEBSITE. THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH PLANT HEALTH CARE PLC REGARDS AS UNDULY ONEROUS.

This website contains announcements, documents and other information ("Information") published by PI Industries Ltd (or any direct or indirect wholly owned subsidiary of PI Industries Ltd) (“Offeror”) and/or Plant Health Care plc (“Offeree”) in connection with the possible offer by the Offeror for the entire issued and to be issued share capital of the Offeree ("Offer”) which was the subject of an announcement made by the Offeror on 26 June 2024. The Information is being made available in good faith and for information purposes only and is subject to the terms and conditions set out below.

The Information contained in this website does not constitute an offer to sell or otherwise dispose of, or any invitation or solicitation of, any offer to purchase or subscribe for any securities pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

The Offer, if made, is expected to be made by means of a scheme document or offer document which will contain the full terms and conditions of the Offer, including details on how it may be accepted. Any decision made in relation to the Offer, if made, should be made solely on the basis of the information provided in any such document.

Please read this notice carefully—it applies to all persons who view the website to access Information and, depending on who you are and where you live, it may affect your rights. This notice and the Information contained in this website may be altered or updated from time to time, and should be read carefully each time you visit this website. The Information speaks only at the date of the relevant information reproduced on this website. The Offeror and the Offeree do not have, and do not accept, any responsibility or duty to update any such Information and reserve the right to add to, remove or amend any Information reproduced on this website at any time and at its absolute discretion.

Access to the website

You are attempting to enter the part of this website that is designated for the publication of documents and information in connection with the Offer. If you would like to view this part of the website, please read this notice carefully. This notice applies to all persons who view this part of the website and, depending on where you are located, may affect your rights or responsibilities. The Offeror and the Offeree reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit the site. In addition, the contents of this part of the website may be amended at any time, in whole or in part, at the sole discretion of the Offeror or the Offeree.

This part of the website contains electronic versions of materials relating to the Offer. The materials you are seeking to access are made available in good faith and for information purposes only and are subject to the terms and conditions set out below. The materials do not constitute an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Offer. Any person seeking to access this part of the website represents and warrants to the Offeror and the Offeree that they are doing so for information purposes only.

To allow you to view information about the Offer, you must read this notice and then click ‘I ACCEPT’. If you are unable to agree, you should click ‘I DECLINE’ and you will not be able to view information about the Offer.

Overseas jurisdictions

Viewing the materials you are seeking to access may be unlawful if you are resident or located in certain jurisdictions. In certain jurisdictions, only certain categories of persons may be allowed to view such materials. All persons resident or located outside of the UK who wish to view this part of the website must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction.

These materials are not directed at or intended to be accessible by persons resident in any jurisdiction if to do so would constitute a violation of the relevant laws or regulations of that jurisdiction. You should not download, mail, forward, distribute, send or share the information or documents contained on this part of the website to any person. In particular, you should not mail, forward, distribute or send the information or documents contained therein to any jurisdiction where it would be unlawful to do so.

This part of the website contains information that has been prepared for the purposes of complying with English law and the City Code on Takeovers and Mergers (“Code”) and the information disclosed may not be the same as that which would have been disclosed if this information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.

It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are in any doubt, you should not continue to seek to access this part of the website.

Additional US information

The Offer, if made, will relate to the securities of a company incorporated in England and Wales and is subject to UK procedural and disclosure requirements that are different from those of the United States of America (“US”). Any financial statements or other financial information included in this area of the website may have been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. It may be difficult for US holders of shares to enforce their rights and any claims they may have arising under the US federal securities laws in connection with the Offer, since each of the Offeree and the Offeror are located in a country other than the US, and some or all of their officers and directors may be residents of countries other than the US. US holders of shares may not be able to sue the Offeree and/or the Offeror or their respective officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel the Offeree, the Offeror and their respective affiliates to subject themselves to the jurisdiction or judgment of a US court.

Responsibility

In relation to any Offer-related materials accessible on this area of the website please note any statement of responsibility contained therein. The documents included in this part of the website issued or published by the Offeree speak only at the specified date of the relevant document and the Offeror ,the members of the Offeror’s group, the Offeree and the members of the Offeree’s group have, and accept, no responsibility or duty to update or revise such documents (other than to the extent such duty arises as a matter of law or regulation).

In relation to any announcements or other Offer-related materials issued or published by any third party, or which relate to any third party, that are accessible on this area of the website, the only responsibility accepted by the Offeror and its directors, and by the Offeree and its directors, is for the correctness and fairness of its reproduction.

Neither the directors of the Offeror or the Offeree, nor any affiliated companies of the Offeror or the Offeree, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this part of the website.

Forward-looking statements

The information included in this part of the website may contain statements about the Offeror and the Offeree that are or may be forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate to historical or current facts. Forward-looking statements are based on current expectations and projections about future events and are therefore subject to known and unknown risks and uncertainties which could cause actual results, performance or events to differ materially from the future results, performance or events expressed or implied by the forward-looking statements. Forward-looking statements often, but not always, use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “will”, “may”, “should”, “would”, “could” or other words or terms of similar meaning or the negative thereof. Forward-looking statements include, but are not limited to, statements relating to the following: (a) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (b) business and management strategies of the Offeror and the Offeree and the expansion and growth of the Offeree.; (c) any potential synergies resulting from the Offer; and (d) the expected timing and scope of the Offer. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance and/or developments to differ materially from those expressed in or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. Neither the Offeror or the Offeree, nor any of their respective associates, directors, officers, employees or advisers, provide any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in the Information in this part of the website will actually occur. Undue reliance should not be placed on such forward-looking statements, which speak only as of the Information. All subsequent oral or written forward-looking statements attributable to the Offeror or the Offeree or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the Information. The Offeror and the Offeree assume no obligation to update publicly or revise forward-looking or other statements contained in the Information, whether as a result of new information, future events or otherwise, except to the extent legally required.

There are a number of factors which could cause actual results and developments to differ materially from those expressed or implied in forward-looking statements. The factors that could cause actual results to differ materially from those described in the forward-looking statements include, but are not limited to: the ability to complete the Offer; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions on the proposed terms of the Offer; changes in the global, political, economic, business and competitive environments and in market and regulatory forces; changes in future exchange and interest rates; changes in tax rates; future business combinations or dispositions; changes in general and economic business conditions; changes in the behaviour of other market participants; the anticipated benefits of the Offer not being realised as a result of changes in general economic and market conditions in the countries in which the Offeror or the Offeree operate; weak, volatile or illiquid capital and/or credit markets; changes in the degree of competition in the geographic and business areas in which the Offeror or the Offeree operate; and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward-looking statements. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors.

None of the Offeror or the Offeree and their respective members, directors, officers, employees, advisers and any person acting on their behalf provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this document will actually occur.

Basis of access to information relating to the Offer

The information relating to the Offer that can be accessed via this part of the Offeree website is being made available in good faith and for information purposes only and is subject to these terms and conditions. Any person seeking access to this part of the Offeree website represents and warrants to the Offeror and Offeree that they are doing so legally and for information purposes only. Making information relating to the Offer available in electronic format on this part of the Offeror website is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for 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 the securities in any jurisdiction in contravention of applicable law.

If you are an Offeror shareholder you should take no action based on the information available on this part of the website. Any action required by Offeror shareholders in connection with the Offer will only be set out in documents sent to or made available to Offeror shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.

No profit forecast

Save as otherwise expressly stated in any relevant information, no statement in any document contained in this part of the website is intended as a profit forecast or a profit estimate for any period and no statement in any document contained in this part of the website should be interpreted to mean that the earnings or earnings per share of the Offeree or any of its affiliates for current or future financial years will necessarily match or exceed the historical published earnings per share for the Offeree.

Other

Zeus Capital Limited ("Zeus”), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for the Offeror as financial adviser and no one else in connection with the Offer and will not be responsible to anyone other than the Offeree for providing the protections afforded to clients of Zeus, or for providing advice in relation to the Offer. Neither Zeus nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Zeus in connection with the Offer, any statement contained herein or otherwise.

Cavendish Limited (“Cavendish”), which is authorised and regulated in the United Kingdom by the FCA, is acting as Rule 3 adviser, joint financial adviser, nominated adviser and joint corporate broker to the Offeree and no one else in connection with the Offer and will not regard any other person as its client in relation to such matters and will not be responsible to anyone other than the Offeree for providing the protections afforded to clients of Cavendish, nor for providing advice in relation to the Offer. Neither Cavendish nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Cavendish in connection with the Offer, any statement contained herein or otherwise.

If you are in any doubt about the contents of this part of the website or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) or, if you are located outside the UK, from an appropriately authorised independent financial adviser.

This notice shall be governed by and construed in accordance with English law.

Confirmation of understanding and acceptance

By clicking on I ACCEPT below, you:

  • confirm that you have read and understood the notice set out above and agree to be bound by its terms
  • represent and warrant that you are not (nor do you act on behalf of someone who is) resident in any country that renders the accessing of the materials on this website or parts of it illegal
  • agree that you will not print, download, or otherwise seek to copy, mail, forward, distribute or send any of the materials on this part of the website to any other person at any time, and
  • represent and warrant to the Offeror and Offeree that you intend to access this part of the website for information purposes only

If you are not able to give these confirmations, you should click on I DECLINE below.

I Accept I Decline