Angebotsbeschränkungen
Das in diesem Angebotsprospekt beschriebene Angebot wird weder direkt noch indirekt in Ländern oder Jurisdiktionen gemacht, in denen das Angebot widerrechtlich wäre oder gegen anwendbare Gesetze oder Vorschriften verstossen würde oder in denen die Anbieterin verpflichtet wäre, die Bedingungen und Bestimmungen des Angebots in irgendeiner Weise zu ändern oder anzupassen oder ein zusätzliches Gesuch bei staatlichen, regulatorischen oder anderen Behörden einzureichen oder zusätzliche Handlungen vorzunehmen. Es ist nicht beabsichtigt, das Angebot auf ein solches Land oder eine solche Jurisdiktion zu erstrecken. Alle Dokumente, die im Zusammenhang mit dem Angebot stehen, dürfen weder in solchen Ländern oder Jurisdiktionen verbreitet, noch in solchen Länder oder Jurisdiktionen versandt werden und dürfen von niemandem zur Werbung für Verkäufe oder Käufe von Beteiligungspapieren von Zwahlen et Mayr S.A. ("ZM") in solchen Ländern oder Jurisdiktionen verwendet werden.

Die Aktionäre von ZM sind angehalten, den Angebotsprospekt und alle anderen Angebotsunterlagen sorgfältig zu prüfen.

Gemäss Schweizer Recht können Inhaberaktien der ZM mit einem Nennwert von CHF 200.00 (je eine "ZM Inhaberaktie", alle zusammen "ZM Inhaberaktien"), die im Rahmen des Angebots angedient wurden, ausser unter gewissen Umständen, namentlich wenn ein konkurrierendes Angebot für die ZM Inhaberaktien lanciert wird, grundsätzlich nicht mehr zurückgezogen werden,

United States of America - Notice to U.S. Holders
Shareholders of ZM in the United States of America (the "United States" or "U.S.") are advised that the bearer shares of ZM with a nominal value of CHF 200.00 each (each a "ZM Bearer Share", all together "ZM Bearer Shares") are not listed on a U.S. securities exchange and that ZM is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder.

The Offer described in the Offer Prospectus is being made for all publicly held ZM Bearer Shares of ZM, a Swiss company, and is subject to Swiss disclosure and procedural requirements, which are different from those of the United States.

The Offer is being made in the US pursuant to Section 14(e) of, and Regulation 14E under, the U.S. Securities Exchange Act, subject to the exemptions provided by Rule 14d-1 under the U.S. Exchange Act for a tier I tender offer (the "Tier I Exemption") and any other exemptions from such requirements granted by the SEC, and otherwise in accordance with the requirements of Swiss law. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and laws. Holders of the ZM Bearer Shares resident in the U.S. (each a "U.S. Holder") are urged to consult with their own legal, financial and tax advisors (including with respect to Swiss law) regarding the Offer.

U.S. Holders should be aware that the Offer Prospectus and any Offer documents have been or will be prepared in accordance with the requirements of the Swiss Takeover Board ("TOB") and Swiss disclosure requirements, format and style, all of which differ from those generally applicable in the U.S. ZM's financial statements and all ZM financial information included in the Offer Prospectus and any Offer documents have been or will have been prepared in accordance with Swiss GAAP FER as adopted by Switzerland and that may not be comparable to the financial statements or other financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the U.S.

The receipt of cash pursuant to the Offer by a U.S. holder of ZM Bearer Shares may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other tax laws. Each U.S. Holder is urged to consult with independent legal, tax and financial advisors in connection with making a decision regarding the Offer, including, without limitation, to consider the tax consequences associated with such holder's acceptance of the Offer.

According to the laws of Switzerland, ZM Bearer Shares tendered into the Offer may generally not be withdrawn after they are tendered except under certain circumstances, in particular in case a competing offer for ZM Bearer Shares is launched.

As permitted under the Tier I Exemption, the settlement of the Offer is based on the applicable Swiss law provisions, which differ from the settlement procedures customary in the United States, particularly as regards to the time when payment of the consideration is rendered. The Offer, which is subject to Swiss law, is being made to U.S. Holders in accordance with the applicable U.S. securities laws, and applicable exemptions thereunder, in particular the Tier I Exemption. To the extent the Offer is subject to U.S. securities laws, those laws only apply to U.S. Holders of ZM Bearer Shares and will not give rise to claims on the part of any other person. U.S. Holders should consider that the Offer Price for the Offer is being paid in CHF and that no adjustment will be made based on changes in the exchange rate.

It may be difficult for U.S. Holders to enforce their rights and any claim arising out of U.S. federal securities laws, since ZM and the Offeror are each located in a non-U.S. jurisdiction, and some or all of their officers and directors may be residents of a non-U.S. jurisdiction. U.S. Holders may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. and its affiliates to subject themselves to a U.S. court's judgment.

The Offeror and any of its affiliates and any advisor, broker or financial institution acting as an agent or for the account or benefit of the Offeror may, subject to applicable Swiss and U.S. securities laws, rules and regulations and pursuant to exemptive relief granted by the SEC from Rule 14e-5 under the U.S. Exchange Act, make certain purchases of, or arrangements to purchase, shares of ZM from shareholders of ZM who are willing to sell their ZM Bearer Shares outside the Offer from time to time, including purchases in the open market at prevailing prices or in private transactions at negotiated prices. The Offeror will disclose promptly any information regarding such purchases of shares of ZM in Switzerland and the United States through the electronic media, if and to the extent required under applicable laws, rules and regulations in Switzerland.

Neither the SEC nor any U.S. state securities commission has (i) approved or disapproved of the Offer, (ii) passed upon the merits or fairness of the Offer or (iii) passed upon the adequacy, accuracy or completeness of the disclosure in relation to the Offer. Any representation to the contrary is a criminal offence in the U.S.

United Kingdom
The communication about the Offer is not being made by, and has not been approved by, an "authorized person" for the purposes of Section 21 of the Financial Services and Markets Act 2000 ("FSMA"), as amended. The offer documents in connection with the Offer are not for distribution to persons whose place of residence, seat or usual place of residence is in the United Kingdom ("U.K."). In the U.K., this communication and any other documents relating to this Offer is/will be directed only at persons (i) who have professional experience in matters relating to investments falling within article 19(5) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 in the United Kingdom (as amended, the "Order"), (ii) falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). No communication in respect of this Offer must be acted on or relied on by persons whose place of residence, seat or usual place of residence is in the United Kingdom and who are not Relevant Persons. This Offer, any investment or investment activity to which this communication relates is/will be available only in the United Kingdom to Relevant Persons and will be engaged in only with Relevant Persons.

Australia, Canada, Japan and South Africa
This Offer is not being made or addressed to shareholders of ZM whose place of residence, seat or habitual abode is in Australia, Canada, Japan or South Africa, and such shareholders may not accept this Offer. The Offer Prospectus and any and all materials related thereto should not be sent in or into Australia, Canada, Japan or South Africa, (including by use of, or by any means or instrumentality, for example, e-mail, post, facsimile transmission, telephone or internet, of interstate or foreign commerce, or any facilities of a national securities exchange), and the Offer Prospectus cannot be accepted directly or indirectly or by any such use, means, or instrumentality, in or from within Australia, Canada, Japan or South Africa. Accordingly, copies of the Offer Prospectus and any related materials are not being, and must not be, mailed, forwarded, transmitted or otherwise distributed or sent in or into or from Australia, Canada, Japan or South Africa, or, in their capacities as such, to custodians, trustees, agents or nominees holding ZM Shares for Australian, Canadian, Japanese or South African persons, and persons receiving any such documents (including custodians, nominees and trustees) must not distribute, forward, mail, transmit or send them in, into or from Australia, Canada, Japan or South Africa. Any person accepting the Offer Prospectus shall be deemed to represent to the Offeror such person’s compliance with these restrictions and any purported acceptance of the Offer that is a direct or indirect consequence of a breach or violation of these restrictions shall be null and void. ZM shareholders wishing to accept the Offer must not use the mailing system of Australia, Canada, Japan or South Africa for any purpose directly or indirectly related to the acceptance of the Offer. Envelopes containing acceptances must not be post marked in Australia, Canada, Japan or South Africa. When completing the acceptance, shareholders wishing to accept the Offer must provide an address that is not located in Australia, Canada, Japan or South Africa. Shareholders will be deemed to have declined the Offer if they (i) submit an envelope postmarked in Australia, Canada, Japan or South Africa or (ii) provide an address located in Australia, Canada, Japan or South Africa. Shareholders will be deemed to have declined the Offer if they do not make the representations and warranties set out in the acceptance.

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