Statement Regarding Possible Offer

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO UNDERTAKE ANY TRANSACTION WHETHER UNDER RULE 2.7 OF THE TAKEOVER CODE OR OTHERWISE AND THERE CAN BE NO CERTAINTY THAT ANY TRANSACTION WILL PROCEED.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

18 May 2017

Berendsen plc

Statement regarding possible offer

Further to the announcement on 18 May 2017 by Elis SA ("Elis"), the Board of Berendsen plc ("Berendsen" or the "Company") confirms that it has, together with its advisers, carefully reviewed the preliminary and conditional proposal made by Elis on 16 May 2017 (the "Revised Proposal").

The Board of Berendsen unanimously concluded that the Revised Proposal very significantly undervalues Berendsen and its prospects. Berendsen does not see the basis for any further discussions with Elis.

On 28 April 2017, Berendsen received an unsolicited and conditional proposal from Elis (the "Initial Proposal"). The Initial Proposal was £4.40 in cash and 0.411 new Elis shares for each Berendsen share. Based on the price of €18.95 per Elis share as at 11 am (GMT) on 28 April 2017 and an exchange rate of GBP/EUR of 1.18, the Initial Proposal represented a value of £11.00 per Berendsen share (comprising 40% in cash and 60% in new Elis shares). Based on the closing price of €20.31 per Elis share as at 15 May 2017, being the last business day prior to receipt of the Revised Proposal by Berendsen, and an exchange rate of GBP/EUR of 1.18, the Initial Proposal represented a value of £11.49 per Berendsen share (comprising 38% in cash and 62% in new Elis shares). This proposal was rejected by the Board of Berendsen.

On 16 May 2017, Berendsen received a further conditional proposal from Elis (the "Revised Proposal"). The Revised Proposal was £4.40 in cash and 0.426 new Elis shares for each Berendsen share. Based on the closing price of Elis shares of €19.99 on 17 May 2017, and an exchange rate of GBP/EUR of 1.16, the Revised Proposal represented a value of £11.73 per Berendsen share (comprising 37.5% in cash and 62.5% in new Elis shares). Based on the closing price of Elis shares of €19.99 the Revised Proposal represents a premium of 36% to the closing price of Berendsen shares on 17 May 2017.

Berendsen presented its strategy in March 2017 and the Board is highly confident that the delivery of this strategy will generate significant future shareholder value. The Company has already begun to see some of the expected benefits from the implementation of the strategy.

The Board believes that Berendsen is a business built on strong fundamentals, as it is well-positioned in attractive markets, has a proven track record of growth above GDP, and has a solid balance sheet. Berendsen is currently investing £450 million of capital in its operations to a) capture demand in Europe and b) to replace plant and machinery in the UK in order to create a market leading capability in this market. As previously stated, Berendsen is targeting a pre-tax return of at least 15% on the £300 million of strategic capital to be invested on conversion of existing plants and building of new plants.

The Board believes Elis is making an opportunistic attempt to acquire Berendsen whilst it is implementing its capital investment programme, without reflecting the value upside inherent in this strategy. The Board believes this value should accrue fully to Berendsen shareholders alone.

Iain Ferguson, Chairman of Berendsen, said: "This preliminary and conditional proposal very significantly undervalues Berendsen, is highly opportunistic and does not reflect the inherent value of our business. As an independent company, the entire value of delivery on Berendsen's strategy will accrue to our shareholders; under Elis's proposal that value upside will be materially diluted. The proposed combination would result in substantial risk: it increases execution risk against the existing strategy and introduces material integration risk. Berendsen has a strong team to deliver against our strategy, so we strongly advise that shareholders take no action."

As required by the Code, Berendsen confirms that this announcement has not been made with the agreement of Elis. There can be no certainty that any offer will be made.

In accordance with Rule 2.6(a) of the Code, Elis is required, by not later than 5.00 p.m. on 15 June, to either announce a firm intention to make an offer for Berendsen in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

Enquiries:

Important notices

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on Berendsen's website at www.berendsen.com. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

This communication is not intended to and does not constitute an offer to buy or the solicitation of an offer to subscribe for or sell or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction. The release, publication or distribution of this communication in whole or in part, directly or indirectly, in, into or from certain jurisdictions may be restricted by law and therefore persons in such jurisdictions should inform themselves about and observe such restrictions.

Credit Suisse International ("Credit Suisse"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting as financial adviser exclusively for Berendsen and no one else in connection with the matters set out in this Announcement and will not be responsible to any person other than Berendsen for providing the protections afforded to clients of Credit Suisse, nor for providing advice in relation to the content of this announcement or any matter referred to herein. Neither Credit Suisse nor any of its subsidiaries, branches or 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 Credit Suisse in connection with this announcement, any statement contained herein or otherwise.

J.P. Morgan Limited, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised and regulated by the Financial Conduct Authority in the UK. J.P. Morgan Cazenove is acting exclusively as financial adviser to Berendsen and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than Berendsen for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, or for providing advice in relation to the contents of this announcement or any other matter referred to herein.

HSBC Bank plc, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority, is acting as financial adviser to Berendsen and for no one else in connection with contents of this announcement and will not be responsible to anyone other than Berendsen for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or any other matters referred to in this announcement.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Takeover Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.