Takeover Offers

COMPANIES ACT 2006Companies Act 20062019-01-232019-01-282019-02-25TSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211, customer.services@tso.co.uk319761162544

NOTICE OF CASH OFFER BY CONGRA S.À R.L. (“CONGRA”) FOR GLOBAL GRAPHICS PLC (REGISTERED NUMBER 10872426) (“GG”)

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

Notice is hereby given in accordance with section 978(1)(c)(ii) of the Companies Act 2006 that a mandatory cash offer (the “Offer”) has been made by Congra for the entire issued share capital of GG other than the Shares already held by Congra or its affiliates/concert parties (including Powergraph) (but excludes any Treasury Shares held by GG). Under the Offer, Shareholders are entitled to receive €4.25 in cash for each Share.

The prospectus, containing the terms of the Offer and the procedures for acceptance (the “Prospectus”) was dated, published and posted to Shareholders on 23 January 2019.

Terms defined in the Prospectus have the same meanings in this notice.

The Prospectus and Response Memorandum are available free of charge at the counters of the KBC Bank NV or by phone at +32 (0)78 15 21 53 (KBC Bank NV/SA), +32 (0) 800 92 020 (CBC Banque NV/SA) or +32 32 83 29 81 (Bolero by KBC Securities NV/SA). The Prospectus and Response Memorandum are available on the websites of KBC Securities NV in cooperation with KBC Bank NV:

https://www.kbcsecurities.com/prospectus-documents-overviews/prospectus-overview, https://www.kbc.be,

https://www.cbc.be and https://www.bolero.be and on the website of the Target:

https://www.globalgraphics.com/.

This notice is not intended to, and does not constitute or form part of, and must not be construed as any offer or solicitation of an offer to purchase or sell any securities (i) in any jurisdiction pursuant to the Takeover Bid or otherwise, where such offer or solicitation is unlawful or not authorised or (ii) to any person to whom it is unlawful to make such offer or solicitation. The Takeover Bid will be implemented solely pursuant to the terms of the Prospectus and the accompanying Acceptance Form, which contain the full terms and conditions of the Takeover Bid, including details of how to accept the Offer. Any decision in respect of, or other response to, the Takeover Bid should be made only on the basis of, and Shareholders who accept the Offer may rely only on, the information contained in the Prospectus and the Acceptance Form. Shareholders are advised to read the formal documentation in relation to the Takeover Bid carefully. In the event of doubt concerning the substance or meaning of information in such documentation Shareholders should consult a licensed adviser or professional specialised in providing advice on the sale and purchase of financial instruments.

GG is a public limited company incorporated in England and is listed on Euronext Brussels. The Takeover Bid will qualify for “Tier I” exemption from the tender offer rules included in Regulation 14E under the US Securities Exchange Act of 1934 and otherwise will be made in accordance with the requirements of the Belgian Takeover Laws and the UK Takeover Code. Accordingly, the Takeover Bid will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that may be different from those applicable under US domestic tender offer procedures and law.

The Prospectus has been prepared for the purposes of complying with Belgian law and regulation, and the information disclosed may not be the same as that which would have been disclosed if the Prospectus had been prepared in accordance with the laws and regulations of jurisdictions outside Belgium.

The Offer, which has been made by means of the Prospectus, will initially be open for acceptance until 4:00 p.m. CET (3:00 p.m. GMT) on 25 February 2019. Congra reserves the right (but shall not be obliged) at any time or from time to time to re-open the Offer after such time.

The Offer is made in respect of the entire issued share capital of GG other than the Shares already held by Congra or its affiliates/concert parties (including Powergraph) (but excludes any Treasury Shares held by GG). The Offer is, by means of this notice, being notified to all persons to whom the Prospectus may not be dispatched. Any such persons may obtain a copy of the Prospectus, the Response Memorandum and the relevant Acceptance Form at the counters of the KBC Bank NV or by phone at +32 (0)78 15 21 53 (KBC Bank NV/SA), +32 (0) 800 92 020 (CBC Banque NV/SA) or +32 32 83 29 81 (Bolero by KBC Securities NV/SA).