Recommended Cash Offer

Important Disclaimer

THIS PART OF THE WEBSITE RELATES TO, AMONGST OTHER MATTERS, THE RECOMMENDED CASH OFFER FOR BRADY PLC (“COMPANY” OR “BRADY”) BY HANOVER ACQUISITION LIMITED (“HANOVER BIDCO”) TO BE EFFECTED BY WAY OF A CONTRACTUAL OFFER (THE “OFFER”).

YOU ARE ATTEMPTING TO ENTER THE PART OF THE WEBSITE THAT BRADY HAS DESIGNATED FOR THE PUBLICATION OF DOCUMENTS AND INFORMATION IN CONNECTION WITH THE OFFER. PLEASE READ THE FOLLOWING DISCLAIMER. INFORMATION RELATING TO THE OFFER IS BEING MADE AVAILABLE ON THIS PART OF THE BRADY WEBSITE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY AND IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW. BY DOWNLOADING AND VIEWING DOCUMENTS ON THIS PAGE, IT WILL BE DEEMED THAT YOU HAVE READ AND UNDERSTOOD THIS DISCLAIMER.

ACCESS TO INFORMATION RELATING TO THE OFFER

Please read this notice carefully; it applies to all persons who view this part of the Brady website and, depending upon who you are and where you live, it may affect your rights or responsibilities. This part of the Brady website contains information relating to the Offer. Please note that, as the Offer progresses, the information contained on this part of the Brady website as well as the terms of this disclaimer may be altered or updated. You should read the full text of this disclaimer each time you visit this part of the Brady website.

For regulatory reasons, Brady must ensure that persons seeking to access this part of the Brady website are made aware of the appropriate regulations for the country which they are in. By viewing information relating to the Offer on this part of the Brady website, it will be deemed that you have read and understood this disclaimer.


OVERSEAS PERSONS

Viewing or distributing the information contained in this part of the Brady website may not be lawful in certain jurisdictions and may be restricted by law and therefore persons viewing this part of the website, and into whose possession any information in this part of the website comes, should inform themselves about, and observe, any applicable restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.

If you are not permitted to view the information contained in this part of the Brady website, or viewing the information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the information, please exit this webpage.

 

BASIS OF ACCESS TO INFORMATION RELATING TO THE OFFER

The information relating to the Offer that can be accessed via this part of the Brady 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 Brady website represents and warrants to Brady 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 Brady 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.

Brady shareholders should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned. If you are a Brady shareholder you should take no action based on the information available on this part of the website. Any action required by Brady shareholders in connection with the Offer will only be set out in documents sent to or made available to Brady shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.

The information contained in this part of the Brady website is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by Brady or Hanover BidCo.

FORWARD-LOOKING STATEMENTS

Some of the information contained in this part of the Brady website may include statements that are or may be deemed to be “forward-looking statements”. All statements other than statements of historical facts included in this part of the website may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words “targets”, “plans”, “goals”, “believes”, “expects”, “aims”, “intends”, “will”, “may”, “anticipates”, “estimates”, “projects”, “hopes”, “continues”, “would”, “could”, “should” or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; and (ii) business and management strategies and the expansion and growth of Brady’s operations.

These statements are prospective in nature and are not based on historical facts, but rather on the current expectations, assessments and assumptions of the management of Brady about future events and are naturally subject to uncertainty and changes in circumstances which could cause actual events to differ materially from the future events expected or implied by the forward-looking statements.

Such forward-looking statements include statements about the expected effects of the Offer on Brady, Hanover BidCo and the combined group, the expected timing and scope of the Offer, synergies, other strategic options and all other statements other than historical facts. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. These forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of Brady or Hanover BidCo. Neither Hanover BidCo nor Brady, nor any of their respective members, directors, officers, employees, advisers and any person acting on behalf of one or more of them assumes any obligation to update or correct the information contained in this part of the Brady website (whether as a result of new information, future events or otherwise) except as required by applicable law.

NOT A PROFIT FORECAST

Save as otherwise expressly stated in any relevant information, no statement in this part of the website or the information contained herein is intended as a profit forecast or a profit estimate and no statement in this part of the website or the information contained herein should be interpreted to mean that the future earnings per share of the combined group, Brady and/or Hanover BidCo for current or future financial years will necessarily match or exceed the historical published earnings per share of Brady.

RESPONSIBILITY

In relation to any document, announcement or information contained in this part of the Brady website, the only responsibility accepted by the directors of Brady is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.

Documents included in this part of the Brady website speak only at the specified date of the relevant document. Subject to any continuing obligations under applicable law Brady expressly disclaims any obligation to disseminate, after the date of the posting of information relating to the Offer on this part of the Brady website, any updates or revisions to any statements in the Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.

None of the directors of Brady or its affiliated companies have reviewed, and none of them shall have any responsibility for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.

If you are in any doubt about this part of the Brady website, or what action you should take, you should immediately seek your own financial advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 (“FSMA”) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

THE INFORMATION RELATING TO THE OFFER THAT IS CONTAINED IN THIS PART OF THE BRADY WEBSITE MAY NOT BE DOWNLOADED BY, FORWARDED TO, TRANSMITTED TO, OR SHARED WITH ANY PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH BRADY REGARDS AS UNDULY ONEROUS. ANY PERSON SEEKING ACCESS TO THIS PART OF BRADY’S WEBSITE REPRESENTS AND WARRANTS TO BRADY THAT THEY ARE DOING SO LEGALLY AND FOR INFORMATION PURPOSES ONLY.

GOVERNING LAW

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

CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF DISCLAIMER

By accessing documents contained on this website you are demonstrating you have read and understood the disclaimer set out above. You represent and warrant to Brady that you intend to access this part of the Brady website for information purposes only, that you have read and understood this notice and that you understand that it may affect your rights or responsibilities. You agree to be bound by its terms. You confirm that you are permitted to proceed to this part of the Brady website and that you are not (nor do you act on behalf of someone who is) resident in any country that renders the accessing of this part of the Brady website or parts thereof illegal.

You agree that you will not forward, transmit, transfer, distribute (by any means including by electronic transmission) any documents included in this part of the Brady website either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation.