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 CONSENT OR OTHER FORMALITY WHICH ABB AND BIDCO (AS DEFINED BELOW) REGARD AS UNDULY ONEROUS (“A RESTRICTED JURISDICTION”).
You are attempting to enter the area of this website that is designated for the publication of documents and information in connection with the offer (the “Offer”) by ABB Ltd. (“ABB”), through its indirect wholly-owned subsidiary, Automation Holding UK Limited (“Bidco”), for Rotork PLC (“Rotork”) to be implemented by means of a court-sanctioned scheme of arrangement. The information contained in this website is made available in good faith and for information purposes only and is subject to the terms and conditions set out below. In particular, 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 full terms and conditions of the Offer will be set out in the formal Scheme Document. In deciding whether or not to vote in favour of the Offer, shareholders of Rotork should rely only on the information contained and procedures described in the formal Scheme Document.
Terms defined in the announcement of the Offer dated 16 July 2026 shall have the same meaning when used in this notice.
Access to the Website
If you would like to view this area of the website, please read this notice and disclaimer carefully. This notice applies to all persons who view the information contained in this area of the website and, depending on where you are located, may affect your rights or responsibilities. ABB and Bidco reserve the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this area of the website. In addition, the contents of this area of the website may be amended at any time in whole or in part at the sole discretion of ABB and Bidco.
Overseas Persons
The information contained in this area of the website is not directed at or intended to be accessible by persons resident in any Restricted Jurisdiction.
As a consequence of legal restrictions, the release, publication or distribution of information contained on this area of the website in certain jurisdictions or to certain persons may be restricted or unlawful. All persons resident or located outside the United Kingdom and the United States who wish to view the information contained in this area of the website must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. If you are resident or located in a country that renders the accessing of this area of the website or parts thereof illegal, whether or not subject to making certain notifications or taking other action, you should not view this area of the website.
It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are not permitted to view the information on this area of the website or are in any doubt as to whether you are permitted to do so, you should not continue to seek to access this area of the website.
YOU SHOULD NOT DOWNLOAD, FORWARD, DISTRIBUTE, TRANSMIT OR SHOW THE ANNOUNCEMENTS, INFORMATION OR DOCUMENTS CONTAINED IN THIS AREA OF THE WEBSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT FORWARD, DISTRIBUTE OR TRANSMIT THE ANNOUNCEMENTS, INFORMATION OR DOCUMENTS CONTAINED THEREIN TO ANY RESTRICTED JURISDICTION.
Notice to US investors
The Offer is being made to acquire the securities of an English company by means of a scheme of arrangement provided for under English law. A transaction implemented by means of a scheme of arrangement is not subject to the tender offer rules of the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “US Exchange Act”). Accordingly, the Offer is subject to disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of US tender offer rules. Also, the financial information included in this section of the website has been prepared in accordance with UK-adopted International Accounting 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. If ABB or Bidco exercises its right in the future to implement the Offer by way of a takeover offer, that offer will be made in compliance with the applicable US laws and regulations.
It may be difficult for US holders of Rotork shares to enforce their rights and claims arising out of the US federal securities laws, since ABB, Bidco and Rotork are located in a country other than the United States, and some or all of their officers and directors may be residents of a country other than the United States. US holders of Rotork shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of 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 the UK Takeover Code, normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act, Barclays and its affiliates will continue to act as exempt principal traders in Rotork securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.
Forward Looking Statements
This area of the website contains “forward-looking statements”. These statements are based on the current expectations of the management of ABB and Bidco and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained in this area of the website include statements relating to the expected effects of the Offer on Rotork, the expected timing and scope of the Offer, and other statements other than historical facts.
Forward-looking statements include statements typically containing words such as “will”, “may”, “should”, “believe”, “intends”, “expects”, “anticipates”, “targets”, “estimates” and words of similar import. Although ABB and Bidco believe that the expectations reflected in such forward-looking statements are reasonable, ABB and Bidco can give no assurance that such expectations will prove to be correct. 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. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward looking statements. These factors include the satisfaction (or waiver, as applicable) of the Conditions to the Offer, as well as additional factors, such as: changes in the UK or global, political, economic, social, legal, business and competitive environments, in global trade policies, and in market and regulatory forces; the loss of or damage to one or more key customer relationships; changes to customer ordering patterns; disruptions and inefficiencies in their supply chains; changes in future inflation, deflation, exchange and interest rates and fluctuations in component and product prices; changes in tax and social security (including national insurance) rates; future business combinations, capital expenditures, acquisitions or dispositions; changes in general and economic business conditions; changes in the behaviour of other market participants; labour disputes and shortages; outcome of pending or future litigation proceedings; the failure to maintain effective internal control over financial reporting or effective disclosure controls and procedures, the inability to remediate one or more material weaknesses, or the discovery of additional material weaknesses, in the internal control over financial reporting; other business, technical and/or operational risks and challenges; the objectives of management for future operations; failure to comply with environmental and health and safety laws and regulations; timing of receipt of, or failure to comply with, necessary notices, concessions, permits and approvals; weak, volatile or illiquid capital and/or credit markets; any public health crises, pandemics or epidemics and repercussions thereof; changes to the boards of ABB and/or Rotork and/or the composition of their respective workforces; safety and technology risks; exposures to IT system failures, cyber-crime, fraud and pension scheme liabilities; risks relating to environmental matters such as climate change; changes to law and/or the policies and practices of regulatory and governmental bodies; heightening of geopolitical tensions and any repercussions thereof; and changes in economic conditions both in the UK and worldwide. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements.
Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Neither ABB nor Bidco nor any of their affiliated companies undertakes any obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.
Responsibility
In relation to any document, announcement or information contained in this area of the website, the only responsibility accepted by the directors and officers of ABB and Bidco (the “Responsible Persons”) is for the correctness and fairness of its reproduction or presentation, unless the responsibility statement in any relevant document expressly provides otherwise.
None of the Responsible Persons, ABB, Bidco or their affiliated companies have reviewed and none of them is responsible 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.
The documents included in this area of the website speak only at the specified date of the relevant document and neither ABB nor Bidco nor any of their affiliated companies has or accepts any responsibility or duty to update such documents (other than to the extent such duty arises as a matter of law).
If you are in any doubt about the contents of this area 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 United Kingdom, from an appropriately authorised independent financial adviser.
This notice shall be governed by, and interpreted in accordance with, English law.
Confirmation of Understanding and Acceptance of Disclaimer
- • I certify that I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of this area of the website or parts thereof illegal.
- • I agree that I will not print, download, or otherwise seek to forward, transfer or distribute (by any means including by electronic transmission) any documents included in this area of the website either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation.
- • I represent and warrant to ABB and Bidco that I intend to access this area of the website for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights or responsibilities.
- • I agree to be bound by the terms of this notice.