Tender Offer

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING, BUT NOT LIMITED TO, PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE UNITED STATES) OR TO ANY U.S. PERSON OR IN OR INTO ANY OTHER JURISDICTION OR TO ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

Atlas Copco AB announces Tender Offer for its €500,000,000 0.625 per cent. Notes due 30 August 2026

24 March 2025. Atlas Copco AB (the Company) announces today its invitation to holders of the outstanding €500,000,000 0.625 per cent. Notes due 30 August 2026 (ISIN: XS1482736185) (the Notes), issued by the Company, to tender their Notes for purchase by the Company, for cash subject to satisfaction or waiver of the New Financing Condition (as defined below) and the other conditions described in the Tender Offer Memorandum (as defined below) (such invitation the Offer). The Offer is being made on the terms and subject to the conditions contained in the tender offer memorandum dated 24 March 2025 (the Tender Offer Memorandum) prepared by the Company, and is subject to the offer and distribution restrictions set out below and as more fully described in the Tender Offer Memorandum.

Copies of the Tender Offer Memorandum are (subject to the offer and distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Summary of the Offer

A summary of certain of the terms of the Offer appear below:

Rationale for the Offer

The Offer is being made (subject to the New Financing Condition) as part of the Company's ongoing prudent management of its liabilities to enable it to proactively manage its refinancing requirements.

Purchase Price and Accrued Interest

The Company will, on the Settlement Date, pay for Notes validly tendered and accepted for purchase by the Company pursuant to the Offer, a cash purchase price for such Notes (expressed as a percentage) (the Purchase Price) to be determined at or around 12.00 p.m. (CEST) on 31 March 2025 (the Pricing Time) (subject to the right of the Company to amend such time and date in its sole discretion and without prior notice to Noteholders) in the manner further described in the Tender Offer Memorandum by reference to the Purchase Yield, which shall equal the sum of (i) the Purchase Spread specified in the table on page 1 of this announcement; and (ii) the Interpolated Mid-Swap Rate.

The Purchase Price will be determined in accordance with market convention and expressed as a percentage of the nominal amount of Notes accepted for purchase pursuant to the Offer (rounded to the nearest 0.001 per cent., with 0.0005 per cent. rounded upwards) and is intended to reflect a yield to the Maturity Date on the Settlement Date based on the Purchase Yield.

Specifically, the Purchase Price will equal (a) the value of all remaining payments of principal and interest on the Notes up to and including the Maturity Date, discounted to the Settlement Date at a discount rate equal to the Purchase Yield, minus (b) any Accrued Interest for the Notes.

The Company will also pay an Accrued Interest Payment in respect of Notes accepted for purchase pursuant to the Offer.

Final Acceptance Amount and Scaling

The Company proposes that (subject to satisfaction or waiver of the New Financing Condition) the aggregate nominal amount of Notes (if any) which it will accept for purchase pursuant to the Offer will be an amount of up to €250,000,000 (the Maximum Acceptance Amount), although the Company reserves the right, in its sole and absolute discretion, to accept significantly more or significantly less than (or none of) the Maximum Acceptance Amount for purchase pursuant to the Offer (the final nominal amount accepted for purchase pursuant to the Offer being the Final Acceptance Amount).

If the Company decides to accept any validly tendered Notes for purchase pursuant to the Offer and the aggregate nominal amount of Notes validly tendered for purchase is greater than the Final Acceptance Amount, the Company intends in its sole and absolute discretion to accept such Notes for purchase on a pro rata basis such that the aggregate nominal amount of Notes accepted for purchase pursuant to the Offer is no greater than the Final Acceptance Amount. See "Further Information and Terms and Conditions - Scaling of Tenders" in the Tender Offer Memorandum.

New Financing Condition

Atlas Copco Finance DAC (the Issuer), a subsidiary of the Company announced on 24 March 2025 its intention to issue a new series of euro-denominated fixed rate notes (the New Notes) guaranteed by the Company pursuant to their U.S.$.6,000,000,000 Euro Medium Term Note Programme (the Programme) subject to market conditions, the proceeds of which will be used, in whole or in part, to finance the Offer. Whether the Company will accept for purchase Notes validly tendered in the Offer is subject (unless such condition is waived by the Company in its sole and absolute discretion), without limitation, to the successful completion (in the sole determination of the Company) of the issue of the New Notes (the New Financing Condition).

Even if the New Financing Condition is satisfied (or waived), the Company is not under any obligation to accept for purchase any Notes validly tendered pursuant to the Offer. The acceptance for purchase by the Company of Notes validly tendered pursuant to the Offer is at the sole and absolute discretion of the Company and tenders may be rejected by the Company for any reason.

Any investment decision to purchase any New Notes should be made solely on the basis of the information contained in (i) the base prospectus dated 21 March 2025 (the Base Prospectus) prepared in connection with the Programme; and (ii) the final terms to be prepared in connection with the New Notes (the Final Terms), and no reliance is to be placed on any representations other than those contained in the Base Prospectus.

Allocation of the New Notes

The Issuer will, in connection with the allocation of the proposed issue of New Notes by or on behalf of the Issuer, consider among other factors whether or not the relevant Noteholder seeking an allocation of the New Notes has validly tendered, or indicated a firm intention to the Company or any Dealer Manager to tender, their Notes pursuant to the Offer, and, if so, the aggregate nominal amount of the Notes validly tendered or intended to be tendered by such Noteholder (subject to such Noteholder making a separate application for the subscription of the New Notes to the joint lead managers of the issue of the New Notes). When considering allocation of the New Notes, the Issuer may give preference to those Noteholders who, prior to such allocation, have validly tendered or indicated their firm intention to the Company or to any Dealer Manager to tender their Notes pursuant to the Offer and subscribe for New Notes. Any such preference in the allocation of the New Notes will be applicable up to the aggregate nominal amount of Notes tendered or firmly indicated to be tendered by such Noteholder pursuant to the Offer. However, the Issuer is not obliged to allocate the New Notes to a Noteholder who has validly tendered or indicated a firm intention to tender its Notes for purchase pursuant to the Offer. Any allocation of the New Notes, while being considered by the Issuer as set out above, will be made in accordance with customary new issue allocation processes and procedures and, if New Notes are allocated, the nominal amount thereof may be less or more than the nominal amount of Notes tendered by such Noteholder and accepted by the Company pursuant to the Offer. In the event that a Noteholder validly tenders Notes for purchase pursuant to the Offer, such Notes will remain subject to such tender and the conditions of the Offer as set out in the Tender Offer Memorandum irrespective of whether that Noteholder receives all, part or none of any allocation of New Notes for which it has applied.

A Noteholder wishing for its Tender Instruction or its intention to tender Notes to be taken into account in the allocation process for the New Notes should contact a Dealer Manager (in its capacity as a joint lead manager of the issue of the New Notes) in accordance with the standard new issue procedure of such Dealer Manager, or by contacting the Dealer Managers using the contact details below. The pricing of the New Notes is expected to take place prior to the Expiration Deadline and, as such, Noteholders are advised to contact any of the Dealer Managers as soon as possible, and prior to the allocation of the New Notes in order for this to be taken into account as part of the New Notes allocation process.

Tender Instructions

In order to participate in, and be eligible to receive the Purchase Consideration and the Accrued Interest Payment pursuant to, the Offer, Noteholders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 5.00 p.m. (CET) on 28 March 2025 (the Expiration Deadline). Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer by the deadlines specified in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission and withdrawal of Tender Instructions will be earlier than the relevant deadlines specified in the Tender Offer Memorandum.

Tender Instructions must be submitted in respect of a minimum nominal amount of Notes of no less than €100,000, being the minimum denomination of the Notes, and may be submitted in integral multiples of €1,000 thereafter.

Announcement of Results and Pricing

The Company intends to announce, as soon as reasonably practicable following the Expiration Deadline and prior to the Pricing Time, the aggregate nominal amount of Notes validly tendered pursuant to the Offer, together with a non-binding indication of the level at which it expects to set the Final Acceptance Amount and indicative details of any pro rata scaling applicable to valid tenders of Notes that will be applied in the event that the Company decides to accept (subject to satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date) for purchase valid tenders of Notes pursuant to the Offer.

If the Offer is not extended or amended by the Company, the results of the Offer are expected to be announced as soon as reasonably practicable after the Pricing Time. The Company will announce its decision of whether it will accept (subject to satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date) valid tenders of Notes pursuant to the Offer and, if so accepted: (i) the Final Acceptance Amount; (ii) the Purchase Yield; (iii) the Interpolated Mid-Swap Rate; (iv) the Purchase Price; (v) details of any pro rata scaling including the Scaling Factor; (vi) the Accrued Interest (expressed as a percentage of the nominal amount of the Notes); and (vii) the nominal amount of Notes that will remain outstanding after the Settlement Date. See "Further Information and Terms and Conditions - Announcements" in the Tender Offer Memorandum.

Indicative Timetable for the Offer

The Company may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate the Offer at any time (subject to applicable law and as provided in the Tender Offer Memorandum) and the above times and dates are subject to the right of the Company to so extend, re-open, amend, waive any condition of or terminate the Offer.

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer by the deadlines set out above. The deadlines set by any such intermediary and each Clearing System for the submission or withdrawal of Tender Instructions will be earlier than the relevant deadlines set out above and in the Tender Offer Memorandum.

Unless stated otherwise, announcements in connection with the Offer will be made (i) by publication on the website of the London Stock Exchange (https://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html) and (ii) by the delivery of notices to the Clearing Systems for communication to Direct Participants. Such announcements may also be made on the relevant Informa IGM Insider Screen and/or by the issue of a press release to a Notifying News Service. Copies of all such announcements, press releases and notices can also be obtained upon request from the Tender Agent, the contact details for which are below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Tender Agent for the relevant announcements during the course of the Offer. In addition, Noteholders may contact any of the Dealer Managers for information using the contact details below.

Noteholders are advised to read carefully the Tender Offer Memorandum for full details of and information on the procedures for participating in the Offer.

Citigroup Global Markets Europe AG and Skandinaviska Enskilda Banken AB (publ) are acting as Dealer Managers for the Offer and Citibank, N.A., London Branch is acting as Tender Agent.

Questions and requests for assistance in connection with the Offer may be directed to the Dealer Managers.

Questions and requests for assistance in connection with the delivery of Tender Instructions may be directed to the Tender Agent.

This announcement is released by the Company and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Daniel Althoff, Vice President: Investor Relations and Kenneth Lagerborg, Group Treasurer at the Company on 24 March 2025.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer. If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Notes pursuant to the Offer. None of the Company, the Dealer Managers or the Tender Agent (or their respective directors, employees, advisers or affiliates) makes any recommendation as to whether Noteholders should tender Notes pursuant to the Offer or is providing Noteholders with any legal, business, tax or other advice in this announcement or the Tender Offer Memorandum.

The New Notes are not being, and will not be, offered or sold in the United States. Nothing in this announcement or the Tender Offer Memorandum constitutes an offer to sell or the solicitation of an offer to buy the New Notes in the United States or any other jurisdiction. 

No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of securities.

Compliance information for the New Notes:

MiFID II product governance - The target market for the New Notes for the purposes of Directive 2014/65/EU (as amended, MiFID II) is eligible counterparties and professional clients only (all distribution channels), each as defined in MiFID II, and all channels for distribution of the New Notes to eligible counterparties and professional clients are appropriate.

UK MiFIR product governance - The target market for the New Notes is eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook), and professional clients only (all distribution channels), as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA) (UK MiFIR).

The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (EEA). For these purposes, a "retail investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of MiFID II; (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering or selling the New Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, a "retail investor" means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law of the United Kingdom by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the FSMA) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of UK MiFIR; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law of the United Kingdom by virtue of the EUWA (the UK PRIIPs Regulation) for offering or selling the New Notes or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.

No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of securities.

OFFER AND DISTRIBUTION RESTRICTIONS

The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. Neither this announcement nor the Tender Offer Memorandum constitutes (i) an offer to buy or a solicitation of an offer to sell the Notes (and tenders of Notes in the Offer will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful or (ii) an offer to sell or the solicitation of an offer to buy securities in the United States or any other jurisdiction. In those jurisdictions where the securities, blue sky or other laws require an offer to be made by a licensed broker or dealer and any of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Company in such jurisdiction.

United States. The Offer is not being made, and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (each a U.S. Person)). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Notes may not be tendered in the Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to a U.S. Person and the Notes cannot be tendered in the Offer by any such use, means, instrumentality or facility or from or within or by persons located or resident in the United States or by a U.S. Person. Any purported tender of Notes in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States, a U.S. Person, or by any person acting for the account or benefit of, a person located in the United States or a U.S. Person or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Neither this announcement nor the Tender Offer Memorandum is an offer to buy or sell, or a solicitation of an offer to sell or buy, any Notes or other securities in the United States or to U.S. Persons. Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the United States Securities Act of 1933, as amended (the Securities Act). The New Notes and the guarantee of the New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and the New Notes may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. Persons.

Each Noteholder participating in the Offer will represent that it is not located in the United States and is not participating in the Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Offer from the United States. For the purposes of this and the above two paragraphs, United States means the United States of America, its territories and possessions (including, but not limited to, Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

Italy. None of the Offer, this announcement, the Tender Offer Memorandum or any other document or materials relating to the Offer have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. The Offer is being carried out in the Republic of Italy (Italy) as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.

Accordingly, Noteholders or beneficial owners of the Notes that are resident and/or located in Italy can tender Notes for purchase pursuant to the Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with any other applicable laws and regulations and with any requirements imposed by CONSOB and any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Offer.

United Kingdom. The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, this announcement, the Tender Offer Memorandum and such documents and/or materials are not being distributed to, and must not be passed on to, persons in the United Kingdom other than (i) to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Financial Promotion Order)), (ii) to those persons who are within Article 43 of the Financial Promotion Order, or (iii) to any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

France. The Offer is not being made, directly or indirectly, to the public in the Republic of France (France). This announcement, the Tender Offer Memorandum and any other document or material relating to the Offer may be distributed in France only to qualified investors (investisseurs qualifiés) as defined in Article 2(e) of Regulation (EU) 2017/1129 and in accordance with Articles L.411-1 and L.411-2 of the French Code monétaire et financier and only qualified investors (investisseurs qualifiés) are eligible to participate in the Offer. Neither this announcement, the Tender Offer Memorandum, nor any other such offering material has been or will be submitted for clearance to nor approved by the Autorité des marchés financiers.