Takeover Offers

Companies Act 2006COMPANIES ACT 2006Financial Services and Markets Act 20002017-05-192017-05-182017-05-24TSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211, customer.services@tso.co.uk279007461938

NOTICE OF OFFER BY

CTI ENGINEERING CO. LIMITED

PURSUANT TO SECTION 978(1)(C) OF THE COMPANIES ACT 2006

RECOMMENDED MANDATORY CASH OFFER BY

CTI ENGINEERING CO. LIMITED (“CTI”)

FOR

WATERMAN GROUP PLC (“WATERMAN”)

Notice is hereby given, in accordance with section 978(1)(c) of the Companies Act 2006, that:

(1) by means of an offer document dated and posted on 18 May 2017 (the “Offer Document”), CTI made a recommended mandatory cash offer to acquire the entire issued and to be issued share capital of Waterman not already acquired or agreed to be acquired by CTI (the “Offer”); and

(2) a copy of the Offer Document relating to the Offer is available for inspection on the following websites: www.ctie.co.jp/engilsh/ and www.watermangroup.com.

The full terms and conditions of the Offer (including details of how the Offer may be accepted) are set out in the Offer Document and, in the case of Waterman Shareholders holding Waterman Shares in Certificated Form, the Form of Acceptance. Terms defined in the Offer Document have the same meaning in this notice.

The Waterman Directors have unanimously recommended that Waterman Shareholders accept the Offer. The Offer is 140 pence in cash for each Waterman Share. The Offer values the entire current issued share capital of Waterman at approximately £43 million.

This notice does not constitute, and must not be construed as, an offer. Waterman Shareholders who accept the Offer must rely only on the Offer Document and, in the case of Waterman Shareholders holding Waterman Shares in Certificated Form, the Form of Acceptance for all the terms and conditions of the Offer.

The Offer is not being made, directly or indirectly, in or into or by use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange, any Restricted Jurisdiction and the Offer cannot be accepted by any such use, means or instrumentality or otherwise from any Restricted Jurisdiction. Such means or instrumentalities include, but are not limited to, facsimile transmission, email, telex, telephone and internet. Accordingly, copies of the Offer Document, the Form of Acceptance and any related offer document(s) are not, and must not be, mailed or otherwise distributed or sent in or into any Restricted Jurisdiction including to Waterman Shareholders or persons with information rights or participants in Waterman Share Schemes with registered addresses in any Restricted Jurisdiction or to persons whom CTI knows to be agents, nominees, custodians or trustees holding Waterman Shares for such persons. Persons receiving such documents (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail them in, into or from any Restricted Jurisdiction or use any such mails or any such means, instrumentality or facility for any purpose, directly or indirectly, in connection with the Offer, and doing so may render invalid any related purported acceptance of the Offer. Persons wishing to accept the Offer must not use the mails of any Restricted Jurisdiction or any such means, instrumentality or facility for any purpose directly or indirectly related to acceptance of the Offer. The making of the Offer in, or to certain persons who are resident in, or citizens or nationals of, jurisdictions outside the United Kingdom or to agents, nominees, custodians or trustees for such persons, may be prohibited or affected by the laws of the relevant jurisdictions. Overseas Shareholders should inform themselves about, and observe, any applicable legal requirements.

Any Waterman Shareholder who is in any doubt as to what action he should take should immediately consult his stockbroker, bank manager, solicitor, accountant, fund manager or other independent financial adviser, authorised under the Financial Services and Markets Act 2000 if he is resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser in the relevant jurisdiction.

The Offer is made in respect of all Waterman Shares issued and to be issued, not already acquired or agreed to be acquired by CTI, including Waterman Shares held by persons to whom the Offer Document and Form of Acceptance are not 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 copies of the Offer Document and Form of Acceptance by contacting the Receiving Agent, Capita Asset Services on +44 (0)371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. – 5.30 p.m. Monday to Friday excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice.

The CTI Directors each accept responsibility for the information contained in this notice. To the best of the knowledge and belief of the CTI Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this notice is in accordance with the facts and does not omit anything likely to affect the import of such information.

CTI Engineering Co. Limited

19 May 2017