REG - Döhler Finance Mngt. Treatt PLC - Recommended cash acquisition of Treatt plc

TreattAnnouncement

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RNS Number : 3739C  Döhler Finance Management BV  29 April 2026

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 SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

29 April 2026

RECOMMENDED CASH ACQUISITION

OF

TREATT PLC ("Treatt" or the "Company")

BY

DÖHLER FINANCE MANAGEMENT B.V. ("Döhler")

(an indirect wholly-owned subsidiary of Döhler Group SE)

to be effected by means of a Scheme of Arrangement under

Part 26 of the Companies Act 2006

Summary

·          The boards of Döhler and Treatt are pleased to announce
that they have reached agreement on the terms of a recommended cash offer to
be made by Döhler to acquire the entire issued and to be issued ordinary
share capital of Treatt not already owned by Döhler (the "Acquisition").

·          Under the terms of the Acquisition, Treatt Shareholders
will be entitled to receive:

for each Treatt Share: 305 pence in cash

·          In addition, the Acquisition allows for the distribution
of the previously announced final dividend for the year ended 30 September
2025 of 3 pence per Treatt Share to be paid on 13 May 2026 to Treatt
Shareholders on the register as at the close of business on 7 April 2026 (the
"Final Dividend").

·          The terms of the Acquisition (excluding the Final
Dividend) value the entire issued and to be issued ordinary share capital of
Treatt at approximately £183 million and represent a premium of
approximately:

·           48 per cent. to the Closing Price of 206 pence per
Treatt Share on 28 April 2026 (being the last Business Day before the date of
this Announcement);

·           48 per cent. to the volume-weighted average price of
206 pence per Treatt Share for the one-month period ended 28 April 2026 (being
the last Business Day before the date of this Announcement);

·           47 per cent. to the volume-weighted average price of
208 pence per Treatt Share for the three-month period ended 28 April 2026
(being the last Business Day before the date of this Announcement); and

·           17 per cent. to Natara's original cash offer dated 8
September 2025 and 5 per cent. to Natara's increased "final" cash offer dated
6 October 2025.

·          The Döhler Group has a deep understanding of the Treatt
Group's business, having worked closely with the Treatt Group over many years
as a strategic supplier and customer, and these insights have allowed the
Döhler Group to develop a differentiated perspective on the Company. Whilst
the Döhler Group remains supportive of the strategy outlined by Treatt and
recognises the recent steps taken to stabilise the operating performance of
the Company, it believes that public markets are unlikely to provide the
necessary support to the Company to deliver its strategy due to the public
markets' focus on short-term performance. Döhler firmly believes that it
would be the right partner to unlock the full extent of the Treatt Group's
growth potential as its support and advanced distribution capabilities will
provide the Company with the platform and flexibility to accelerate the
execution of its long-term strategic agenda in a privately-owned setting.

·          The terms of Döhler's proposal represent an attractive
value in cash for Treatt Shareholders at a substantial premium to the current
share price, and at a time of considerable sector-wide disruption and ongoing
geopolitical and macroeconomic uncertainty. For the Treatt Group's business,
it would unlock opportunities which are not available to the Company in the
public markets, fuelled by an enhanced ability to invest in long-term growth,
and supported by the Döhler Group's scale and expertise to integrate
acquisitions, focus on investing in businesses, and ability to create a
leading global ingredients platform.

·          The Acquisition is expected to be effected by means of a
Court-sanctioned scheme of arrangement between Treatt and Scheme Shareholders
under Part 26 of the Companies Act, although Döhler reserves the right to
elect to implement the Acquisition by way of a Takeover Offer, subject to the
consent of the Panel (where necessary) and the terms of the Cooperation
Agreement.

·          If any dividend, distribution or other return of capital
is announced, declared, made or paid, or becomes payable, in respect of Treatt
Shares on or after the date of this Announcement and before the Effective Date
(other than the Final Dividend), Döhler reserves the right to reduce the
consideration payable in respect of each Treatt Share by the amount of all or
part of any such dividend or other distribution. If Döhler exercises this
right or makes such a reduction in respect of a dividend, distribution or
other return of capital that has not been paid, Treatt Shareholders will be
entitled to receive and retain that dividend, distribution or other return of
capital declared, made or paid.

Background to and reasons for the Acquisition

The Döhler Group has long admired the Treatt Group's business and its rich
heritage, and its experience in observing the Company as its largest
shareholder has reinforced its views on the quality of the business and its
strong people-first culture.

Döhler believes there is attractive industrial logic for a combination of the
Döhler Group and the Treatt Group and sees a clear opportunity to accelerate
Treatt Group's growth trajectory through focused investment and disciplined
execution.

Döhler believes that the Acquisition offers strategic and operational
benefits, including:

·          Highly complementary portfolios and geographic reach -
the Döhler Group and the Treatt Group operate in adjacent and complementary
segments of the natural ingredients and flavour value chain, creating a
stronger, more competitive and globally-integrated ingredients platform.

·          Ability to deliver a stronger customer proposition
supported by a strong U.S. footprint - the Acquisition combines the Treatt
Group's deep expertise in high‑performance natural extracts with the Döhler
Group's technology-driven ingredient systems and integrated solutions
capabilities, supported by the Treatt Group's strategically attractive U.S.
production footprint and the expected immediate cross‑selling opportunities
across new geographies and strategic accounts.

·          Enhanced innovation capabilities - the Enlarged Group
will create a differentiated innovation engine centred on unlocking customer
insights and championing emerging category trends.

·          Scaled global platform with strategic flexibility - the
Acquisition creates a larger, more resilient global platform better positioned
to navigate sector‑wide disruption.

·          Long-term investment horizon and people-led value
creation - the Acquisition allows the Treatt Group to benefit from the Döhler
Group's family‑owned, long‑term ownership model, providing stability and
sustained investment capacity.

For the reasons outlined above, Döhler firmly believes the Acquisition
provides significant benefits to Treatt and its stakeholders which would not
be available on a standalone basis.

Recommendation

·          On 19 January 2026, Treatt and Döhler entered into the
Relationship Agreement pursuant to which Döhler has the right to nominate one
candidate for appointment to the Treatt Board as a director. On 1 February
2026, Helga Moelschl was appointed to the Treatt Board by Döhler pursuant to
that right. The Treatt Board has, therefore, formed a committee of directors
comprising all members of the Treatt Board from time to time other than Helga
Moelschl (the "Independent Committee") to consider the Acquisition and
determine on behalf of the Treatt Board whether to recommend Scheme
Shareholders vote in favour of the Scheme (or accept the Takeover Offer, if
applicable).

·          The Independent Directors, who have been so advised by
Peel Hunt and Investec as to the financial terms of the Acquisition, consider
the terms of the Acquisition to be fair and reasonable. In providing advice to
the Independent Directors, Peel Hunt and Investec have taken into account the
commercial assessments of the Independent Directors. Peel Hunt and Investec
are providing independent financial advice to the Independent Directors for
the purposes of Rule 3 of the Code.

·          Accordingly, the Independent Directors intend to
recommend unanimously that Scheme Shareholders vote in favour of the Scheme at
the Court Meeting and Treatt Shareholders vote in favour of the Resolution(s)
at the General Meeting (or in the event that the Acquisition is implemented by
way of a Takeover Offer, that Treatt Shareholders accept or procure acceptance
of such Takeover Offer) as the Treatt Directors who hold Treatt Shares have
irrevocably undertaken to do in respect of their entire beneficial holdings of
Treatt Shares, amounting in aggregate to 22,201 Treatt Shares representing
approximately 0.04 per cent. of the issued ordinary share capital of Treatt as
at 28 April 2026 (being the last Business Day before the date of this
Announcement). Further details of these irrevocable undertakings, including
the circumstances in which they cease to be binding, are set out in
‎‎Appendix 3 to this Announcement.

Shareholder support

·          Döhler has also received non-binding letters of intent
from certain Treatt Shareholders who between them hold directly or indirectly,
in aggregate, 7,128,142 Treatt Shares representing approximately 12.0 per
cent. of the issued share capital of Treatt as at 28 April 2026 (being the
last Business Day before the date of this Announcement) each stating its
intention to vote (or procure a vote) in favour of the Scheme at the Court
Meeting and the Resolution(s) at the General Meeting in respect of its
holdings of Treatt Shares. Further details of these letters of intent are set
out in Appendix 3 to this Announcement.

Timetable and Conditions

·          The Acquisition will be subject to, among other things:
(i) the approval of the requisite majority of Scheme Shareholders at the Court
Meeting and the passing of the Resolution(s) at the General Meeting; (ii)
receipt of competition clearances in Austria, Ireland, the United Kingdom and
the United States; (iii) the sanction of the Scheme by the Court and a copy of
the Court Order being delivered to the Registrar of Companies; and (iv) the
Scheme becoming Effective no later than the Long Stop Date. The Acquisition
will also be subject to the other terms and Conditions set out in
‎‎Appendix 1 to this Announcement, and to the full terms and conditions
which will be set out in the Scheme Document.

·          The Acquisition will be put to Scheme Shareholders at the
Court Meeting and to the Treatt Shareholders at the General Meeting. To become
Effective, the Scheme must be approved by a majority in number of the Scheme
Shareholders present, entitled to vote and voting at the Court Meeting, either
in person or by proxy, representing at least 75 per cent. in value of the
Scheme Shares voted. In addition, the Resolution(s) must be passed by the
requisite majority or majorities at the General Meeting (expected to be held
immediately after the Court Meeting). Following the Court Meeting, the Scheme
must also be sanctioned by the Court. Finally, a copy of the Court Order must
be delivered to the Registrar of Companies, upon which the Scheme will become
Effective. The Scheme must become Effective by no later than the Long Stop
Date.

·          The Scheme Document will include full details of the
Scheme (including the expected timetable for the Acquisition), together with
notices of the Court Meeting and the General Meeting and the Forms of Proxy,
and will specify the actions to be taken by Treatt Shareholders. The Scheme
Document will be posted to Treatt Shareholders within 28 days of this
Announcement (unless a later date is agreed between Döhler, Treatt and the
Panel).

·          The Acquisition is expected to complete in Q3 2026,
subject to the satisfaction (or, where applicable, waiver) of the Conditions
set out in ‎‎Appendix 1 to this Announcement, and to the full terms and
conditions which will be set out in the Scheme Document.

·          Commenting on the Acquisition, Martin Tolksdorf, Chief
Marketing Officer of Döhler Group SE, said:

"The Döhler Group has long admired Treatt as a high‑quality business with a
rich heritage of product excellence, strong customer relationships and a
deep‑rooted culture of innovation. Having worked closely with Treatt over
many years as a strategic supplier and customer, we are excited at the
prospect of expanding our partnership with Treatt.

 

As a family-owned business founded over 185 years ago, the Döhler Group has a
long‑term approach to ownership, and we firmly believe that bringing Treatt
into the Döhler Group represents a natural and highly complementary evolution
of our partnership. By combining two businesses with closely aligned values,
technical expertise and customer‑led cultures, we can further expand our
product offering, build on our combined innovation capabilities and enhance
the end-to-end solutions we provide to customers globally.

 

The Döhler Group remains committed to driving sustainable and responsible
growth and we are excited at the opportunity provided by the Acquisition to
accelerate the execution of Treatt's strategic agenda."

·          Commenting on the Acquisition, Vijay Thakrar, Chair of
Treatt, said:

"The Board believes that the proposed acquisition by Döhler represents a
positive outcome for Treatt shareholders, providing the certainty of a cash
exit for shareholders at an attractive value. It also provides enhanced
long-term support for Treatt within a larger strategic platform with access to
significant resources.

Döhler would be a highly complementary owner for Treatt, offering the scale,
resources and global platform to support the business' development over time.
The combination of Treatt's technical expertise and innovation capabilities
with Döhler's established ingredients platforms and international
distribution network creates a strong foundation for future growth within an
ownership structure with family culture and long-term investment at its core.
Being part of the Döhler Group will provide significant development
opportunities for Treatt's employees and for Treatt to accelerate its new
product innovation to develop even more products for customers with access to
Döhler's deep ingredients expertise.

On behalf of the Board, I would like to acknowledge the contribution made by
colleagues across the Treatt Group to the development of the business to where
it is today and to thank them sincerely for their continued hard work,
dedication and commitment. We believe that becoming part of the Döhler Group
positions the business well for its next phase and will deliver a positive
outcome for shareholders, employees and customers alike."

This summary should be read in conjunction with, and is subject to, the full
text of this Announcement and its Appendices.

The Conditions to, and certain further terms of, the Acquisition are set out
in ‎‎Appendix 1 to this Announcement. The sources and bases for certain
financial information contained in this Announcement are set out in
‎‎Appendix 2. Details of irrevocable undertakings and letters of intent
received by Döhler are set out in ‎‎Appendix 3. The defined terms used in
this Announcement are set out in ‎‎Appendix 4.

Enquiries

 Döhler and Döhler Group SE
 Daniel Eickhorst     +49 6151 306 2414
 Dorothee Timmermann  +49 6151 306 4650

 BofA Securities (financial adviser to Döhler Group SE and Döhler)
 Ed Peel              +44 (0) 20 7628 1000
 Geoff Iles
 Marcus Olsson
 Matthias Konrad
 Sid Rishi
 Treatt
 Vijay Thakrar        +44 (0) 1284 702500
 Manprit Randhawa
 Peel Hunt (lead financial adviser, Rule 3 adviser and corporate broker to
 Treatt)
 George Sellar        +44 (0) 20 7418 8900
 Michael Nicholson
 Investec (joint financial adviser, Rule 3 adviser and corporate broker to
 Treatt)
 Oliver Cardigan      +44 (0) 20 7597 5970
 James Hopton
 MHP Group (financial communications adviser to Treatt)
 Tim Rowntree         + 44 (0) 7701 308 818
 Eleni Menikou        treatt@mhpgroup.com

Simmons & Simmons LLP is acting as legal adviser to Döhler Group SE and
Döhler. Ashurst LLP is acting as legal adviser to Treatt.

The person responsible for arranging the release of this Announcement on
behalf of Treatt is Nick Hartigan, General Counsel and Company Secretary.

Important notices relating to financial advisers

Bank of America Europe DAC, Amsterdam Branch, together with its affiliate,
Merrill Lynch International ("BofA Securities") is acting as financial adviser
exclusively for Döhler Group SE and Döhler and for no one else and will not
be responsible to anyone other than Döhler Group SE and Döhler for providing
the protections afforded to its clients or for providing advice in relation to
the matters referred to in this Announcement. Neither BofA Securities, nor any
of its 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 BofA Securities in
connection with this Announcement, any statement contained herein or
otherwise.

Peel Hunt, which is authorised and regulated by the FCA in the United Kingdom,
is acting exclusively as lead financial adviser and corporate broker to Treatt
and for no one else in connection with the Acquisition and/or any other matter
referred to in this Announcement and will not be responsible to anyone other
than Treatt for providing the protections afforded to its clients or for
providing advice in relation to the Acquisition, the contents of this
Announcement, or any other matter referred to in this Announcement. Neither
Peel Hunt nor any of its affiliates, nor any of Treatt's and such affiliates'
respective members, directors, officers, controlling persons or employees owes
or accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, consequential, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Peel Hunt in connection with
this Announcement any statement contained herein or otherwise.

Investec is authorised in the United Kingdom by the PRA and regulated in the
United Kingdom by the PRA and the FCA. Investec is acting exclusively as joint
financial adviser and corporate broker to Treatt and no one else in connection
with the Acquisition, the contents of this Announcement or any other matters
described in this Announcement. Investec will not regard any other person as
its client in relation to the Acquisition, the content of this Announcement or
any other matters described in this Announcement and none of Investec nor any
of its affiliates, branches or subsidiaries will be responsible to anyone
other than Treatt for providing the protections afforded to its clients or for
providing advice to any other person in relation to the Acquisition, the
content of this Announcement or any other matters referred to in this
Announcement. Neither Investec nor any of its subsidiaries, branches or
affiliates nor any of its and their respective directors, officers, employees,
representatives or agents owes or accepts any duty, liability or shall be held
responsible in any way whatsoever for any direct, indirect or consequential
losses (whether in contract, in tort, under statute or otherwise) arising from
the use of this Announcement or the contents of this Announcement or reliance
on the information contained herein, except to the extent this would be
prohibited by law or regulation. This Announcement has been issued by and is
the sole responsibility of Treatt. No representation or warranty, express or
implied, is or will be made as to, or in relation to, and no duty,
responsibility or liability (whether direct or indirect, consequential,
whether in contract, in tort, under statute or otherwise) is or will be
accepted by Investec or by any of its subsidiaries, branches or affiliates, or
any person acting on its or their respective behalf as to, or in relation to,
the accuracy or completeness of this Announcement or any other written or oral
information made available to or publicly available to any interested party or
its advisers, and any liability therefore is expressly disclaimed to the
fullest extent permissible by law.

Further information

This Announcement is for information purposes only and is not intended to, and
does not, constitute or form part of any offer or invitation to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of any securities
or the solicitation of any vote or approval in any jurisdiction pursuant to
the Acquisition or otherwise. The Acquisition will be made solely through the
Scheme Document (or, if the Acquisition is implemented by way of a Takeover
Offer, the Takeover Offer document), which, together with the accompanying
Forms of Proxy, will contain the full terms and conditions of the Acquisition,
including details of how to vote in respect of the Acquisition. Any decision
in respect of the Acquisition should be made only on the basis of the
information in the Scheme Document (or, if the Acquisition is implemented by
way of a Takeover Offer, the Takeover Offer document).

Treatt will prepare the Scheme Document to be distributed to Treatt
Shareholders. Treatt and Döhler urge Treatt Shareholders to read the Scheme
Document (or any other document by which the Acquisition is made) in full when
it becomes available because it will contain important information relating to
the Acquisition, including details of how to vote in respect of the Scheme.

The statements contained in this Announcement are made as at the date of this
Announcement, unless some other time is specified in relation to them, and
publication of this Announcement shall not give rise to any implication that
there has been no change in the facts set forth in this Announcement since
such date.

This Announcement does not constitute a prospectus or a prospectus equivalent
document.

This Announcement has been prepared for the purpose of complying with English
law, the UK Market Abuse Regulation and the Code and the information disclosed
may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws of jurisdictions
outside England.

The Acquisition will be subject to the applicable requirements of English law,
the Code, the Panel, the London Stock Exchange, the Court and the FCA.

Overseas Shareholders

The release, publication or distribution of this Announcement in jurisdictions
other than the UK, and the availability of the Acquisition to Treatt
Shareholders who are not resident in the UK, may be restricted and therefore
any persons who are not resident in the UK or who are subject to the laws of
any jurisdiction other than the UK (including Restricted Jurisdictions) should
inform themselves about, and observe, any applicable legal or regulatory
requirements. In particular, the ability of persons who are not resident in
the UK or who are subject to the laws of another jurisdiction to participate
in the Acquisition or to vote their Treatt Shares in respect of the Scheme at
the Court Meeting, or to execute and deliver Forms of Proxy appointing another
to vote at the Court Meeting on their behalf may be affected by the laws of
the relevant jurisdictions in which they are located or to which they are
subject. Any failure to comply with applicable legal or regulatory
requirements of any jurisdiction may constitute a violation of securities laws
in that jurisdiction. To the fullest extent permitted by applicable law, the
companies and persons involved in the Acquisition disclaim any responsibility
or liability for the violation of such restrictions by any person.

Unless otherwise determined by Döhler or required by the Code, and permitted
by applicable law and regulation, the Acquisition shall not be made available,
directly or indirectly, in or into or from a Restricted Jurisdiction where to
do so would violate the laws in that jurisdiction and no person may vote in
favour of the Acquisition by any such use, means, instrumentality or form
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.

Accordingly, copies of this Announcement and any formal documentation relating
to the Acquisition are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or from any
Restricted Jurisdiction or any jurisdiction where to do so would constitute a
violation of the laws of such jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported vote in
respect of acceptance of the Acquisition.

Further details in relation to Treatt Shareholders in overseas jurisdictions
will be contained in the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the Takeover Offer document).

Additional information for U.S. investors

The Acquisition relates to an offer for the shares of a UK company and is
being made by means of a scheme of arrangement provided for under English
company law. The Acquisition, to be implemented by way of a scheme of
arrangement, is not subject to the tender offer rules or the proxy
solicitation rules under the United States Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Accordingly, the Acquisition is subject to the
disclosure and procedural requirements and practices applicable to a scheme of
arrangement involving a target company in the UK admitted to trading on the
Main Market of the London Stock Exchange, which differ from the disclosure and
procedural requirements of the U.S. tender offer and proxy solicitation rules.

The financial information with respect to Treatt included in this Announcement
and the Scheme Document has been or will have been prepared in accordance with
International Financial Reporting Standards ("IFRS") and thus may not be
comparable to the financial information of U.S. companies or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the U.S.

If in the future, Döhler exercises its right to implement the Acquisition by
way of a Takeover Offer and determines to extend the Takeover Offer into the
U.S., the Acquisition will be made in compliance with applicable U.S. laws and
regulations, including to the extent applicable Section 14(e) of the Exchange
Act and Regulation 14E thereunder. Such a Takeover Offer would be made in the
U.S. by Döhler and no one else.

In the event that the Acquisition is implemented by way of a Takeover Offer,
in accordance with normal United Kingdom practice and pursuant to Rule
14e-5(b) under the Exchange Act, Döhler or its nominees, or its brokers
(acting as agents), may from time to time make certain purchases of or
arrangements to purchase, shares or other securities of Treatt outside of the
U.S., other than pursuant to the Takeover Offer, until the date on which the
Takeover Offer becomes effective, lapses or is otherwise withdrawn. These
purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices and would comply with applicable
law, including the Exchange Act. Also, in such circumstances, in accordance
with Rule 14e-5(b) of the Exchange Act, BofA Securities will continue to act
as exempt principal trader in Treatt shares on the London Stock Exchange. Any
information about such purchases shall be disclosed as required in the UK,
will be reported to a Regulatory Information Service of the London Stock
Exchange and will be available on the London Stock Exchange website at
www.londonstockexchange.com.

The receipt of cash pursuant to the scheme by U.S. Shareholders (defined as
shareholders who are U.S. persons as defined in the U.S. Internal Revenue
Code) as consideration for the transfer of Treatt Shares pursuant to the
Scheme 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 Treatt Shareholder (including U.S. Shareholders) is urged to consult
their independent professional adviser immediately regarding the tax
consequences of the transaction applicable to him.

Neither the SEC nor any U.S. state securities commission has approved,
disapproved or passed judgment upon the fairness of the Acquisition or passed
upon the adequacy or accuracy of this Announcement. Any representation to the
contrary is a criminal offence in the U.S.

Some or all of Treatt's and Döhler's respective officers and directors reside
outside the U.S., and some or all of their respective assets are or may be
located in jurisdictions outside the U.S. Therefore, investors may have
difficulty effecting service of process within the U.S. upon those persons or
recovering against Treatt or Döhler or their respective officers or directors
on judgments of U.S. courts, including judgments based upon the civil
liability provisions of the U.S. federal securities laws. Further, it may be
difficult to compel a non-U.S. company and its affiliates to subject
themselves to a U.S. court's judgment. It may not be possible to sue Treatt,
Döhler or their respective officers or directors in a non-U.S. court for
violations of the U.S. securities laws.

Forward-looking statements

This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by Döhler and Treatt contain statements which are, or
may be deemed to be, "forward-looking statements". All statements, other than
statements of historical fact are, or may be deemed to be, forward-looking
statements. Forward-looking statements are prospective in nature and are not
based on historical facts, but rather on assumptions, expectations,
valuations, targets, estimates, forecasts and projections of Döhler and
Treatt about future events, and are therefore subject to risks and
uncertainties which could cause actual results, performance or events to
differ materially from those expressed or implied by the forward-looking
statements. The forward-looking statements contained in this Announcement
include statements relating to the expected effects of the Acquisition on the
Döhler Group, the Treatt Group and the Enlarged Group, the expected timing
and scope of the Acquisition and other statements other than historical facts.
Often, but not always, forward-looking statements can be identified by the use
of forward-looking words such as "plans", "expects", "budget", "targets",
"aims", "scheduled", "estimates", "forecast", "intends", "anticipates",
"seeks", "prospects", "potential", "possible", "assume" or "believes", or
variations of such words and phrases or statements that certain actions,
events or results "may", "could", "should", "would", "might" or "will" be
taken, occur or be achieved. Döhler and Treatt give no assurance that such
expectations will prove to be correct. By their nature, forward-looking
statements involve risks (known and unknown) and uncertainties (and other
factors that are in many cases beyond the control of Döhler and/or Treatt)
because they relate to events and depend on circumstances that may or may not
occur in the future.

There are a number of factors that could affect the future operations of the
Döhler Group, the Treatt Group and/or the Enlarged Group and that could cause
actual results and developments to differ materially from those expressed or
implied by such forward-looking statements. These factors include the
satisfaction (or, where permitted, waiver) of the Conditions, as well as
additional factors, such as: domestic and global business and economic
conditions; the impact of pandemics, asset prices; market-related risks such
as fluctuations in interest rates and exchange rates, industry trends,
competition, changes in government and regulation, changes in the policies and
actions of governments and/or regulatory authorities (including changes
related to capital and tax), changes in political and economic stability
(including exposures to terrorist activities, Eurozone instability, disruption
in business operations due to reorganisation activities, interest rate,
inflation, deflation and currency fluctuations), the timing impact and other
uncertainties of future or planned acquisitions or disposals or offers, the
inability of the Enlarged Group to realise successfully any anticipated
synergy benefits when the Acquisition is implemented (including changes to the
board and/or employee composition of the Enlarged Group), the inability of the
Döhler Group to integrate successfully the Treatt Group's operations and
programmes when the Acquisition is implemented, the Enlarged Group incurring
and/or experiencing unanticipated costs and/or delays (including IT system
failures, cyber-crime, fraud and pension scheme liabilities), or difficulties
relating to the Acquisition when the Acquisition is implemented. Other unknown
or unpredictable factors could affect future operations and/or cause actual
results to differ materially from those in the forward-looking statements.
Such forward-looking statements should therefore be construed in the light of
such factors.

Each forward-looking statement speaks only as of the date of this
Announcement. Neither the Döhler Group nor the Treatt Group, nor any of their
respective associates or directors, officers or advisers, provides any
representation, warranty, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in this
Announcement will actually occur. Forward-looking statements involve inherent
risks and uncertainties. All forward-looking statements contained in this
Announcement are expressly qualified in their entirety by the cautionary
statements contained or referred to in this section. Readers are cautioned not
to place undue reliance on these forward-looking statements. Other than in
accordance with their legal or regulatory obligations (including under the
Code, the UK Market Abuse Regulation and the DTRs), neither the Döhler Group
nor the Treatt Group is under or undertakes any obligation, and each of the
foregoing expressly disclaims any intention or obligation, to update or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise.

No profit forecasts or estimates

Nothing in this Announcement is intended, or is to be construed, as a profit
forecast or to be interpreted to mean that earnings or earnings per share for
Treatt for the current or future financial years, will necessarily match or
exceed the historical published earnings or earnings per share for Treatt.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 p.m. on the tenth business day following the commencement of
the Offer Period and, if appropriate, by no later than 3.30 p.m. on the tenth
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
per cent. 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 p.m. 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 Panel's website at
www.thetakeoverpanel.org.uk (http://www.thetakeoverpanel.org/) , 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
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.

Electronic Communications

Please be aware that addresses, electronic addresses and certain information
provided by Treatt Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Treatt may be provided
to Döhler during the Offer Period as required under section 4 of Appendix 4
to the Code.

Publication on a website and availability of hard copies

This Announcement and the documents required to be published pursuant to Rule
26 of the Code will be available, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, on Döhler's website at
www.doehler.com/en/news-media/cashoffer and on Treatt's website at
www.treatt.com/investor-relations promptly and in any event by no later than
12 noon on 30 April 2026. Neither the content of the websites referred to in
this Announcement nor the content of any website accessible from hyperlinks in
this Announcement is incorporated into, or forms part of this Announcement.

Treatt Shareholders may, subject to applicable securities laws, request a hard
copy of this Announcement (and any information incorporated into it by
reference to another source) by contacting Treatt's registrars, MUFG Corporate
Markets, during business hours on 0371 664 0300 within the United Kingdom or
on +44 (0) 371 664 0300 from overseas or by submitting a request in writing to
shareholderenquiries@cm.mpms.mufg.com or MUFG Corporate Markets, Central
Square, 29 Wellington Street, Leeds LS1 4DL, with an address to which the hard
copy may be sent. Treatt Shareholders may, subject to applicable securities
laws, also request that all future documents, Announcements and information to
be sent in relation to the Acquisition should be in hard copy form.

Rounding

Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Code, Treatt confirms that as at the date
of this Announcement, it has in issue and admitted to trading on the Main
Market of the London Stock Exchange 59,489,550 ordinary shares of 2 pence each
(excluding ordinary shares held in treasury). The International Securities
Identification Number (ISIN) of the ordinary shares is GB00BKS7YK08. Treatt's
Legal Entity Identifier is 213800G40JM9F7G9LG39.

General

If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under FSMA if you are
resident in the United Kingdom or, if not, from another appropriately
authorised independent financial adviser.

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 SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

29 April 2026

RECOMMENDED CASH ACQUISITION

OF

TREATT PLC ("Treatt" or the "Company")

BY

DÖHLER FINANCE MANAGEMENT B.V. ("Döhler")

(an indirect wholly-owned subsidiary of Döhler Group SE)

to be effected by means of a Scheme of Arrangement under

Part 26 of the Companies Act 2006

1.         Introduction

The boards of Döhler and Treatt are pleased to announce that they have
reached agreement on the terms of the Acquisition.

2.         The Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions
and certain further terms set out in ‎‎Appendix 1 to this Announcement,
and to the full terms and conditions which will be set out in the Scheme
Document, each Treatt Shareholder will be entitled to receive:

for each Treatt Share: 305 pence in cash

In addition, the Acquisition allows for the distribution of the previously
announced Final Dividend.

The terms of the Acquisition (excluding the Final Dividend) value the entire
issued and to be issued ordinary share capital of Treatt at approximately
£183 million and represent a premium of approximately:

·          48 per cent. to the Closing Price of 206 pence per Treatt
Share on 28 April 2026 (being the last Business Day before the date of this
Announcement);

·          48 per cent. to the volume-weighted average price of 206
pence per Treatt Share for the one-month period ended 28 April 2026 (being the
last Business Day before the date of this Announcement);

·          47 per cent. to the volume-weighted average price of 208
pence per Treatt Share for the three-month period ended 28 April 2026 (being
the last Business Day before the date of this Announcement); and

·          17 per cent. to Natara's original cash offer dated 8
September 2025 and 5 per cent. to Natara's increased "final" cash offer dated
6 October 2025.

The Döhler Group has a deep understanding of the Treatt Group's business,
having worked closely with the Treatt Group over many years as a strategic
supplier and customer, and these insights have allowed the Döhler Group to
develop a differentiated perspective on the Company. Whilst the Döhler Group
remains supportive of the strategy outlined by Treatt and recognises the
recent steps taken to stabilise the operating performance of the Company, it
believes that the public markets are unlikely to provide the necessary support
to the Company to deliver its strategy due to the public markets' focus on
short-term performance. Döhler firmly believes that it would be the right
partner to unlock the full extent of the Treatt Group's growth potential as
its support and advanced distribution capabilities will provide the Company
with the platform and flexibility to accelerate the execution of its strategic
agenda.

The terms of Döhler's proposal represent an attractive value in cash for
Treatt Shareholders at a substantial premium to the current share price, and
at a time of considerable sector-wide disruption and ongoing geopolitical and
macroeconomic uncertainty. For the Treatt Group's business, it would unlock
opportunities which are not available to the Company in the public markets,
fuelled by an enhanced ability to invest in long-term growth, and supported by
the Döhler Group's scale and expertise to integrate acquisitions, focus on
investing in businesses, and ability to create a leading global ingredients
platform.

If any dividend, distribution or other return of capital is announced,
declared, made or paid, or becomes payable, in respect of Treatt Shares on or
after the date of this Announcement and before the Effective Date (other than
the Final Dividend), Döhler reserves the right to reduce the consideration
payable in respect of each Treatt Share by the amount of all or part of any
such dividend, distribution or other return of capital. If Döhler exercises
this right or makes such a reduction in respect of a dividend, distribution or
other return of capital that has not been paid, Treatt Shareholders will be
entitled to receive and retain that dividend, distribution or other return of
capital.

The Acquisition is expected to be effected by means of a Court-sanctioned
scheme of arrangement between Treatt and Scheme Shareholders under Part 26 of
the Companies Act. However, Döhler reserves the right to elect to implement
the Acquisition by way of a Takeover Offer, subject to the consent of the
Panel (where necessary) and the terms of the Cooperation Agreement.

The Acquisition will be subject to the Conditions and certain further terms
set out in ‎‎Appendix 1 to this Announcement, and to the full terms and
conditions which will be set out in the Scheme Document, including, among
other things: (i) the approval of the requisite majority of Scheme
Shareholders at the Court Meeting and the passing of the Resolution(s) at the
General Meeting; (ii) receipt of competition clearances in Austria, Ireland,
the United Kingdom and the United States; (iii) the sanction of the Scheme by
the Court and a copy of the Court Order being delivered to the Registrar of
Companies; and (iv) the Scheme becoming Effective no later than the Long Stop
Date.

The Acquisition will be put to Scheme Shareholders at the Court Meeting and to
Treatt Shareholders at the General Meeting. To become Effective, the Scheme
must be approved by a majority in number of the Scheme Shareholders present,
entitled to vote, and voting at the Court Meeting, either in person or by
proxy, representing at least 75 per cent. in value of the Scheme Shares voted.
In addition, the Resolution(s) must be passed by the requisite majority or
majorities at the General Meeting (expected to be held immediately after the
Court Meeting). Following the Court Meeting, the Scheme must also be
sanctioned by the Court. Finally, a copy of the Court Order must be delivered
to the Registrar of Companies, upon which the Scheme will become Effective.
The Scheme must become Effective by no later than the Long Stop Date.

The Acquisition is expected to complete in Q3 2026, subject to the
satisfaction (or, where applicable, waiver) of the Conditions set out in
‎‎Appendix 1 to this Announcement, and to the full terms and conditions
which will be set out in the Scheme Document.

Except as otherwise specified in this Announcement and the Scheme Document,
Treatt Shares will be acquired by Döhler fully paid and free from all liens,
equitable interests, charges, encumbrances, rights of pre-emption and any
other third party rights or interests whatsoever and together with all rights
existing at the date of this Announcement or thereafter attaching thereto,
including (without limitation) the right to receive and retain, in full, all
dividends, distributions or other returns of capital (if any) declared, made
or paid (whether by way of reduction of share capital or share premium account
or otherwise) on or after the date of this Announcement in respect of Treatt
Shares.

3.         Background to and reasons for the Acquisition

The Döhler Group has long admired the Treatt Group's business and its rich
heritage, and its experience in observing the Company as its largest
shareholder has reinforced its views on the quality of the business and its
strong people-first culture.

Döhler believes there is attractive industrial logic for a combination of the
Döhler Group and the Treatt Group and sees a clear opportunity to accelerate
the Treatt Group's long-term growth trajectory through focused investment and
disciplined execution.

Highly complementary portfolios and geographic reach

·          The Döhler Group and the Treatt Group operate in
adjacent and complementary segments of the natural ingredients and flavour
value chain creating a stronger, more competitive and globally-integrated
ingredients platform.

·          The Acquisition represents a natural evolution of the
long-standing commercial relationship between the Döhler Group and the Treatt
Group. The Treatt Group's deep expertise in high-performance natural extracts
integrates seamlessly with the Döhler Group's technology-driven ingredient
systems and integrated solutions capabilities, allowing the Enlarged Group to
better serve customers across key markets, by offering more comprehensive
end-to-end solutions which reduce technical complexity and streamline customer
supply chains.

·          Importantly, the Treatt Group's U.S. production footprint
offers a strategically attractive presence in a key territory, ensuring
proximity to customers in the sector's most competitive segment. The Enlarged
Group is also expected to benefit from immediate cross‑selling opportunities
across new geographies and strategic accounts, accelerating market penetration
of the combined portfolio.

·          Döhler also sees the opportunity to leverage
best-in-class practices across both the Döhler Group and the Treatt Group to
drive continued efficiency improvements, and more efficient procurement, with
the benefits recycled to drive superior and sustainable long-term growth.

Enhanced innovation capabilities delivering a stronger customer proposition

·          The Döhler Group has a strong track record of leveraging
cutting-edge technology in processing natural raw materials. With an
integrated and entrepreneurial approach to innovation and value creation, with
innovations from more than 50 technologies, the Döhler Group's focus remains
on driving greater nutritional excellence.

·          Combining the Treatt Group's depth in the natural
ingredients segment with the Döhler Group's formulation, ingredient systems
and multisensory capabilities, the Enlarged Group would create a
differentiated innovation engine centred on unlocking consumer insights and
championing emerging category trends.

Scaled global platform with strategic flexibility

·          The Acquisition will create scale advantages. The
diversified portfolio and the global footprint of the Enlarged Group would be
better positioned to navigate structural headwinds.

·          Döhler firmly believes the Acquisition provides
significant benefits to the Treatt Group and its stakeholders which would not
be available on a standalone basis. In particular, the Acquisition brings
together complementary businesses, accelerates innovation, and provides Treatt
with a scaled platform and access to the Döhler Group's significant resources
to navigate the ongoing sector-wide disruption.

Long-term investment horizon and people-led value creation

·          As a family‑owned business with over a 185-year
heritage and a multigenerational perspective, the Döhler Group offers a
stable ownership environment focused on long‑term value creation. This
approach provides the patience and capital necessary to support continued
strategic investment and operational improvement to drive responsible and
sustainable growth.

·          The Enlarged Group would also offer employees more
attractive long‑term career opportunities, including greater international
mobility and cross‑functional development across R&D, technical,
operational, commercial and business support functions within a global
organisation, supporting the development and retention of skilled talent.

4.         Recommendation

On 19 January 2026, Treatt and Döhler entered into the Relationship Agreement
pursuant to which Döhler has the right to nominate one candidate for
appointment to the Treatt Board as a director. On 1 February 2026, Helga
Moelschl was appointed to the Treatt Board by Döhler pursuant to that right.
The Treatt Board has, therefore, formed the Independent Committee to consider
the Acquisition and determine on behalf of the Treatt Board whether to
recommend Scheme Shareholders vote in favour of the Scheme (or accept the
Takeover Offer, if applicable).

The Independent Directors, who have been so advised by Peel Hunt and Investec
as to the financial terms of the Acquisition, consider the terms of the
Acquisition to be fair and reasonable. In providing advice to the Independent
Directors, Peel Hunt and Investec have taken into account the commercial
assessments of the Independent Directors. Peel Hunt and Investec are providing
independent financial advice to the Independent Directors for the purposes of
Rule 3 of the Code.

Accordingly, the Independent Directors intend to recommend unanimously that
Scheme Shareholders vote in favour of the Scheme at the Court Meeting and
Treatt Shareholders vote in favour of the Resolution(s) at the General Meeting
(or in the event that the Acquisition is implemented by way of a Takeover
Offer, that Treatt Shareholders accept or procure acceptance of such Takeover
Offer) as the Treatt Directors who hold Treatt Shares have irrevocably
undertaken to do in respect of their entire beneficial holdings of Treatt
Shares, amounting in aggregate to 22,201 Treatt Shares representing
approximately 0.04 per cent. of the issued ordinary share capital of Treatt as
at 28 April 2026 (being the last Business Day before the date of this
Announcement). Further details of these irrevocable undertakings are set out
at ‎‎Appendix 3 to this Announcement.

5.         Background to and reasons for the recommendation

On 8 September 2025, the Treatt Board announced a recommended cash offer from
Natara Global Limited ("Natara") for the entire issued and to be issued share
capital of Treatt to be implemented by way of a scheme of arrangement (the
"Natara Offer") at a price of 260 pence per Treatt Share, which Natara
increased to 290 pence per Treatt Share on 6 October 2025.

During the Natara Offer period, Döhler acquired interests in Treatt Shares,
which as at 28 April 2026, being the last Business Day before the date of this
Announcement, carry in aggregate approximately 27.9 per cent. of the voting
rights in Treatt. On 30 September 2025, Döhler announced that it was not
considering making an offer for Treatt. Pursuant to Rule 2.8 of the Code, that
announcement restricted Döhler from, among other actions, making an offer for
Treatt (subject to certain limited exceptions) for a period of six months
ending on 30 March 2026.

On 3 November 2025, the Company announced the results of the shareholder
meetings convened to consider the Natara Offer. As the relevant resolutions
did not receive the requisite support from Treatt Shareholders, the Natara
Offer lapsed on the same date.

The highest price paid by Döhler for an interest in Treatt Shares in the
12-month period prior to this Announcement was 305 pence, during which time,
as noted above, Döhler acquired more than 10 per cent. of Treatt's issued
share capital. Accordingly, pursuant to Rule 11 of the Code, and except as set
out in this Announcement or with the consent of the Panel, the minimum price
that must be offered by Döhler in respect of an offer for Treatt is 305 pence
per Treatt Share in cash. Under the terms of the Acquisition, Döhler's cash
offer exceeds this minimum requirement because in addition to 305 pence per
Treatt Share, eligible Treatt Shareholders will retain the previously
announced Final Dividend.

 

Since the lapsing of the Natara Offer, trading performance at Treatt has
stabilised; however, profits remain at subdued levels compared to recent years
and the Independent Committee believes that the business remains in the early
stages of its recovery, amid a challenging and uncertain geopolitical and
macroeconomic backdrop.

Whilst the Independent Committee continues to believe in the longer-term
opportunities available to the business, it considers that, in the near term,
the potential for a sustained and significant improvement in the operational
and financial performance of Treatt is likely to be limited, such that
material share price accretion in the foreseeable future is also likely to be
limited. The turnaround of the business is expected to take time and remains
subject to a number of uncertainties, reflecting both external and internal
factors, including:

·          subdued end-market conditions adversely affecting demand
for premium beverages;

·          the ongoing geopolitical events in the Middle East
putting further pressure on underlying input costs, raw materials, and on
consumer demand, in turn further delaying a recovery in consumer sentiment in
key regions for the Treatt Group, such as the U.S.;

·          volatility in citrus oil prices has created significant
uncertainty, making it challenging for a relatively small company like Treatt
to plan and operate with confidence in a global market with significantly
larger players; and

·          ongoing transition of key roles and positions within the
Treatt Group's business.

In addition, the Independent Committee believes that the market price of
Treatt Shares in the foreseeable future is unlikely to reflect the underlying
fundamental value of the business, given the illiquid trading characteristics
of Treatt Shares arising from Treatt's relatively small market capitalisation,
together with ongoing subdued investor sentiment towards smaller UK-quoted
companies.

The Independent Committee also considers that the level of cost, management
time and resource to maintain Treatt's stock market listing is
disproportionate to the size of the business and detracts from management's
ability to focus on fully delivering its operational and strategic priorities.

Against this background, and in assessing the proposal from Döhler, the
Independent Committee, in conjunction with its advisers, considered a wide
range of offer-related factors, including:

·          the opportunity for Treatt Shareholders to realise their
shareholdings, in cash, at an attractive value which represents a significant
premium to the undisturbed share price of 206 pence per Treatt Share on 28
April 2026 (being the last Business Day before the date of this Announcement);

·          the certainty provided by the Acquisition for Treatt
Shareholders when compared with the inherent risks and uncertainties
associated with the execution and delivery of Treatt's standalone strategy,
and the risk that the market price of Treatt Shares in the foreseeable future
may not accurately reflect delivery of that strategy;

·          the deliverability of Döhler's proposal when compared
with other potential strategic or transactional options available to the
Independent Committee, particularly taking into account Döhler's existing
shareholding in Treatt;

·          the attractiveness of Döhler as an owner of Treatt,
providing the business with a strong and larger platform from which to execute
its growth strategy within a more suitable ownership structure; and

·          Döhler's intentions for the business, in particular the
ability to invest for the longer-term, the potential career development
opportunities for the Treatt Group's management and employees and the expected
benefits to customers from combining the Treatt Group's existing innovation
and technical expertise with the Döhler Group's significant ingredients
platforms and global distribution networks.

Having taken these factors into account, the Independent Committee believes
that Döhler represents a highly attractive owner for Treatt and that being
part of the Döhler Group will be complementary to Treatt and help accelerate
its long-term growth strategy.

Accordingly, following careful consideration of the above factors, the
Independent Directors intend to recommend unanimously that Treatt Shareholders
vote, or procure voting, in favour of the Scheme at the Court Meeting and the
Resolution(s) to be proposed at the General Meeting (or in the event that the
Acquisition is implemented by way of a Takeover Offer, that Treatt
Shareholders accept or procure acceptance of such Takeover Offer).

6.         Information relating to Döhler and Döhler Group SE

Döhler

Döhler is a private limited liability company incorporated under the laws of
the Netherlands on 11 July 2017 and is the entity Döhler Group SE will use
for the purposes of the Acquisition. Döhler is a wholly-owned indirect
subsidiary of Döhler Group SE.

Döhler Group SE

Founded in 1838, Döhler Group SE is the ultimate holding company of the
Döhler Group. The Döhler Group is a global producer, marketer and provider
of technology-driven natural ingredients, ingredient systems and integrated
solutions for the global food, beverage and life science and nutrition
industry. Headquartered in Darmstadt, Germany, the Döhler Group has more than
50 production sites, 75 offices and application centres, allowing it to create
value for customers in over 160 countries. The Döhler Group has more than
10,000 dedicated employees, including 1,000 people in R&D, focused on
science, technology and innovation, who are committed to making its customers
successful.

The Döhler Group's value proposition is centred on sensory performance and
nutritional excellence. Döhler Group's comprehensive portfolio is derived
exclusively from natural raw materials, categorised into:

·          Natural Ingredients: High-value flavours, colours,
health-promoting and natural ingredients;

·          Ingredient Systems: Complex, multi-component compounds
and plant-based bases designed for seamless integration into manufacturing
processes; and

·          End-to-End Solutions: Holistic services encompassing
market intelligence, food safety microbiology, and sensory/consumer science.

7.         Information relating to Treatt

Treatt is a United Kingdom-headquartered global, independent manufacturer and
supplier of a diverse and sustainable portfolio of natural extracts and
ingredients for the flavour, fragrance, and multinational consumer product
industries, particularly in the beverage sector. Treatt was established in
1886, incorporated in 1981 and is listed on the London Stock Exchange. It has
well established research and manufacturing plants in the UK and U.S. Its
recently opened commercial and innovation facility in China enhances its
existing infrastructure and capabilities.

Treatt has built a diverse and sustainable portfolio of natural extracts and
ingredients, supplying to customers in more than ninety countries. Treatt's
diverse and strategically developed product portfolio, which includes
named-fruit natural extracts, bespoke blends, price-stable synthetics and
impactful aroma chemicals, enables it to support customers across a wide range
of applications and market segments. Renowned for its citrus expertise, Treatt
has built a global reputation of technical excellence, agility and service.
More recently, Treatt's expertise has extended into high-growth spaces such as
sugar reduction and tea, where its ability to solve complex formulation
challenges is driving demand for long-term global partnerships.

8.         Strategic plans and intentions with regard to Treatt and
the Enlarged Group

Prior to this Announcement, and consistent with market practice, the Döhler
Group was granted limited access to Treatt's senior management for the
purposes of confirmatory due diligence and to support its assessment of
potential synergies and integration.

Following completion of the Acquisition, Treatt will operate as a core pillar
of the Döhler Group, entrusted with the responsibility to lead its own
growth. While remaining strategically aligned with the broader goals of the
Enlarged Group, the Treatt Group will maintain its entrepreneurial agility,
empowered to make the pivotal decisions that drive its success. Döhler
believes that proximity to customers and partners is a key differentiator and
intends to empower Treatt's management by retaining localised decision-making,
whilst unlocking access to the Döhler Group's global footprint and sourcing
network, proprietary research and development capabilities and
well-established sales platform to accelerate the growth trajectory of the
Enlarged Group.

The Döhler Group will continue to review the Treatt Group's business and
develop its plan for the Enlarged Group following the Effective Date. This
will include a detailed assessment of the Enlarged Group's potential
commercial footprint, operating model and business functions, whilst
identifying duplicative and complementary roles across both organisations.

The Döhler Group expects that its review will be complete within 8 to 12
months following the Effective Date and that the implementation of its plan
resulting therefrom will take up to 18 months following the Effective Date.

Employees and management

The Döhler Group places long-term value creation at the heart of its mission,
prioritising the stability and growth of its employees. The Döhler Group
maintains a philosophy that sustained development is best achieved by
empowering its people to deliver excellence over the long-term. Furthermore,
the Döhler Group attaches great importance to the skills, experience and
expertise of the existing management team and employees of the Treatt Group
and recognises their significant contributions to the business to date.

The Döhler Group also values the importance of continuity, leadership
stability and local expertise, and would look to and intends to engage closely
with senior management of the Treatt Group following the Effective Date to
understand their medium-term and long-term ambitions, and to agree appropriate
incentivisation and retention structures, ensuring alignment with the Döhler
Group's strategic objectives. Döhler has not entered into, nor held
discussions regarding, any incentive arrangements with employees or management
of the Treatt Group before this Announcement. In addition, the Cooperation
Agreement contains provisions in respect of employee related matters,
including agreement by Döhler to offer employees of the Treatt Group minimum
severance benefits in specified circumstances following the Effective Date,
and the making of payments in lieu of notice to any non-executive director of
Treatt who resigns in connection with the Acquisition and is not retained by
the Döhler Group with effect from the Effective Date.

Döhler firmly believes that the integration of the Treatt Group into the
Döhler Group will provide employees of the Treatt Group with unrivalled
professional development opportunities on a global scale. By joining the
Döhler Group's expansive international platform, employees of the Treatt
Group will have access to:

·          Cross functional advancement: opportunities to develop
and progress across business units, including R&D, advanced technology
functions, business support teams and integrated supply chain management;

·          International mobility: exposure to the Döhler Group's
operational and commercial network, enabling career progression and
opportunities on a global scale; and

·          Talent investment: ongoing investment in learning and
development, technical excellence, and leveraging best practices across both
organisations to drive operational efficiencies.

Döhler's role will be that of a strategic partner, collaborating with the
management team of Treatt to ensure alignment on overarching commercial
objectives, whilst enabling the local team to make decisions quickly and
efficiently, without the often short-term focus of the public markets, aiming
to lead the Treatt Group's business toward sustainable, long-term value
creation.

Following the Effective Date, once Treatt ceases to be a company whose shares
are admitted to trading on the Main Market of the London Stock Exchange and
becomes part of the Döhler Group, as is customary, a limited number of listed
company-related and other central functions may be reduced to reflect Treatt's
new status. Döhler does not intend to make material headcount reductions in
the context of the Treatt Group and expects to limit the impact on the
employees currently fulfilling such roles. Reasonable efforts will be made to
mitigate involuntary headcount reductions, such as through natural attrition,
the consideration of vacant roles within the Enlarged Group, the redeployment
of affected employees, and the future growth of the Enlarged Group. Döhler
confirms that its intention is for any individuals impacted to be treated in a
manner consistent with the Döhler Group's high standards, culture and
practices.

In order to assist with the integration of Treatt Group into the Enlarged
Group and in the light of the recent leadership changes to the board of
Treatt, it is intended that Vijay Thakrar remain in his role as director and
Chair of the Treatt board for up to six months following the Effective Date,
on the same terms as his current appointment which Döhler do not expect to
change. It is intended that all other non-executive directors of Treatt will
resign with effect from the Effective Date and be paid in lieu of their
contractual notice periods. Döhler has indicated to Treatt that it intends to
ask Christine Sisler and Helga Moelschl to provide consultancy services to the
Enlarged Group in the future given their deep sector expertise, but there have
been no discussions in relation to any such arrangements or potential terms.

Döhler does not intend to make any material changes to the conditions of
employment or the balance of skills and functions of the employees and
management beyond the necessary changes to reflect the new status as a
non-listed Company.

The existing contractual and statutory rights, including pension rights, and
terms and conditions of employment of the Treatt Group's employees and its
subsidiaries will be fully safeguarded and observed in accordance with
applicable laws.

Research and development and fixed assets

The Döhler Group's strategy is to maximise the impact of the Treatt Group's
innovation engine by focusing research and development initiatives on the
areas in which the Treatt Group excels. Collecting shared technological
developments and progress around the Treatt Group's dedicated assets will
ensure these key resources remain the foundation for growth of the Enlarged
Group.

Following completion of the Acquisition, Döhler intends to leverage the
Treatt Group's best-in-class manufacturing footprint and technical
capabilities to accelerate the growth agenda of the Enlarged Group. The Treatt
Group's vertically integrated facilities, specialist processing capabilities
and scale manufacturing expertise provide a strong platform to serve global
customers with high‑quality, customised ingredient solutions and are central
to the Enlarged Group's value proposition.

Döhler recognises the importance of continued investment in innovation and
research and development and intends to support the Treatt Group's established
culture of product development, technical excellence and customer
collaboration. Döhler does not intend to make any material changes to the
Treatt Group's research and development activities, or to redeploy the Treatt
Group's fixed assets.

Headquarters, headquarters functions and locations of business

Following the Effective Date, Döhler intends that the headquarters and
headquarters functions of the Enlarged Group will continue to be based at the
Döhler Group's existing headquarters in Darmstadt, Germany.

Döhler expects to retain the Treatt Group's existing facility in Bury St
Edmunds as the primary hub of the Treatt Group's business within the UK.
Regarding Treatt's facility in Florida, Döhler intends to retain it as a key
hub for product development and manufacturing in the United States. Similarly,
Döhler expects to retain and grow Treatt's recently opened commercial and
innovation facility in Shanghai, China.

The Treatt Group's facilities represent key innovation and manufacturing hubs
that Döhler plans to connect with the Döhler Group's global ecosystem. This
combined reach is expected to best utilise the strengths of each location,
ensuring the expanded network is well positioned to meet global demand.

Technology and systems

Döhler intends to integrate the Treatt Group's systems into the Döhler
Group's advanced technology suite. This will bring key operational and
reporting capabilities onto a single sophisticated Enterprise Resource
Planning (ERP) and IT framework, which is expected to improve performance and
customer experience through better data visibility, more consistent processes
and controls, and faster, more informed decision-making.

Pension arrangements

The Treatt Group sponsors a defined benefit pension scheme in the UK. The most
recent actuarial valuation recorded that, as at 1 January 2026, the scheme was
in surplus on a technical provisions basis. Döhler understands that the
scheme was closed to: (i) new members in October 2001 and (ii) the future
accrual of benefits with effect from 31 December 2012. Döhler understands
that the scheme recently entered into a "buy in" arrangement with an insurance
company to enhance security for scheme members.

Döhler fully appreciates the importance of the defined benefit pension scheme
and does not intend to make any change to the benefits provided by the scheme,
nor to the employer contributions into the scheme. Döhler does not intend to
re-open the defined benefit pension scheme to new members or to future
accrual.

Döhler intends to take steps to ensure that the defined benefit pension
scheme will not be detrimentally affected by the Acquisition.

Döhler recognises the importance of working closely with the scheme's
trustees and its advisers to ensure that scheme members' benefits continue to
be secured appropriately. Döhler looks forward to engaging constructively
with the Chair of the scheme's trustees in respect of the Acquisition.

Trading facilities

Treatt Shares are currently admitted to the Official List and admitted to
trading on the Main Market of the London Stock Exchange.

It is intended that requests will be made to the FCA to cancel admission of
the Treatt Shares to the Official List and to the London Stock Exchange to
cancel admission to trading in Treatt Shares on the Main Market, in each case
conditional on the Acquisition becoming Effective. Following the Acquisition,
Döhler intends to re-register Treatt as a private company.

No post-offer undertakings

None of the statements in this paragraph ‎8 is a "post-offer undertaking"
for the purposes of Rule 19.5 of the Code.

9.         Irrevocable undertakings and letters of intent

Döhler has received irrevocable undertakings to vote in favour (or procure a
vote in favour) of the Scheme at the Court Meeting and the Resolution(s) at
the General Meeting from those Treatt Directors who hold Treatt Shares in
respect of their own beneficial shareholdings, totalling 22,201 Treatt Shares
representing approximately 0.04 per cent. of the issued ordinary share capital
of Treatt as at 28 April 2026, being the last Business Day before the date of
this Announcement.

Döhler has also received non-binding letters of intent from Schroder
Investment Management Limited, Rockwood Strategic plc (as managed by Rockwood
Asset Management, a trading name of Harwood Private Capital LLP), Highclere
International Investors, J O Hambro Capital Management Limited and Lord Lee of
Trafford who between them hold directly or indirectly, in aggregate, 7,128,142
Treatt Shares representing approximately 12.0 per cent. of the issued share
capital of Treatt as at 28 April 2026 (being the last Business Day before the
date of this Announcement) stating its intention to vote (or procure a vote)
in favour of the Scheme at the Court Meeting and the Resolution(s) at the
General Meeting in respect of its holdings of Treatt Shares.

Döhler has therefore received irrevocable undertakings and letters of intent
in respect of a total of 7,150,343 Treatt Shares representing, in aggregate,
approximately 12.0 per cent. of the issued ordinary share capital of Treatt as
at 28 April 2026, being the last Business Day before the date of this
Announcement.

Further details of these irrevocable undertakings, including the circumstances
in which they cease to be binding, and letters of intent are set out in
‎‎Appendix 3 to this Announcement.

10.       Financing of the Acquisition

The consideration payable under the Acquisition will be funded from existing
cash resources available to the Döhler Group that have been transferred to
Döhler pursuant to an intra-group loan between Döhler and Döhler GmbH. The
proceeds from the intra-group loan have been deposited into an escrow account.

BofA Securities, as financial adviser to Döhler, is satisfied that sufficient
resources are available to Döhler to satisfy in full the consideration
payable pursuant to the terms of the Acquisition.

Further information on the financing of the Acquisition will be set out in the
Scheme Document.

11.       Acquisition-related arrangements

Confidentiality Agreement

Döhler Group SE and Treatt entered into the Confidentiality Agreement on 5
April 2026 pursuant to which Döhler Group SE has undertaken to: (i) keep
certain information relating to, inter alia, the Acquisition and Treatt
confidential and not to disclose it to third parties (other than to certain
permitted parties) unless required by law or regulations; and (ii) use the
confidential information only in connection with the Acquisition.

The confidentiality obligations under the Confidentiality Agreement shall
terminate on the earlier of: (i) two years from the date of the
Confidentiality Agreement, and (ii) the date of completion of the Acquisition.
The Confidentiality Agreement also contains customary non-solicit and
standstill provisions, each applicable for 12 months, in each case subject to
customary carve-outs. The standstill provisions ceased to apply upon the
release of this Announcement.

Clean Team Agreement

Döhler Group SE and Treatt entered into a clean team agreement on 10 April
2026 (the "Clean Team Agreement"), which sets out, among other things, how
confidential information that is competitively sensitive can be disclosed,
used or shared between Döhler Group SE's clean team individuals and/or
external advisers retained by Döhler Group SE and Treatt's clean team
individuals and/or external advisers retained by Treatt.

Confidentiality and Joint Defence Agreement

Treatt, Döhler Group SE and their respective external legal counsels have
entered into a joint defence agreement dated 21 April 2026 (the
"Confidentiality and Joint Defence Agreement"), the purpose of which is to
ensure that the exchange and/or disclosure of certain commercially sensitive
materials relating to the parties takes place only between their respective
external legal counsels and external experts, and does not diminish in any way
the confidentiality of such materials and does not result in a waiver of
privilege, attorney work product doctrine, right or immunity that might
otherwise be available.

Cooperation Agreement

Döhler, Döhler Group SE and Treatt have entered into a cooperation agreement
dated 29 April 2026 (the "Cooperation Agreement"), pursuant to which: (i)
Döhler and Döhler Group SE have agreed to use all reasonable efforts, and
procure that the Döhler Group uses all reasonable efforts, to ensure that the
Regulatory Conditions are satisfied as soon as practicable and, in any event,
in sufficient time to enable the Effective Date to occur on or before the Long
Stop Date; and (ii) Döhler, Döhler Group SE and Treatt have agreed to
certain undertakings to co-operate and provide each other with information,
assistance and access in relation to the regulatory clearances and
authorisations necessary to satisfy the Regulatory Conditions to this
Announcement.

The Cooperation Agreement will terminate if: (i) Döhler, Döhler Group SE and
Treatt so agree in writing at any time prior to the Effective Date; (ii) the
Acquisition, with the permission of the Panel, is withdrawn or lapses in
accordance with its terms (other than in certain limited circumstances) on or
before the Long Stop Date; (iii) an offer by a third party for all or a
majority of the issued and to be issued share capital of Treatt or all or a
majority of its business and assets completes, becomes effective or is
declared or becomes unconditional; or (iv) unless otherwise agreed by Döhler,
Döhler Group SE and Treatt in writing or required by the Panel, the Effective
Date has not occurred on or before the Long Stop Date.

Döhler also has the right to terminate the Cooperation Agreement upon written
notice to Treatt if (other than in certain limited circumstances) any of the
following occurs (each being a "Treatt Board Adverse Recommendation Change"):
(i) the Independent Directors withdraw, adversely modify or adversely qualify
their unanimous, unqualified and unconditional recommendation to Treatt
Shareholders to vote in favour of the Scheme at the Court Meeting and the
Resolution(s) to be proposed at the General Meeting (or, if Döhler elects to
proceed with a Takeover Offer, to accept such Takeover Offer) or makes an
announcement that it intends to do so; (ii) such recommendation is not
included in the Scheme Document or (if different) the document convening the
General Meeting, when published; (iii) Treatt makes an announcement prior to
publishing the Scheme Document or (if different) the document convening the
General Meeting that: (A) the Independent Directors no longer intend
unanimously to recommend the Acquisition or intend to adversely modify or
qualify their recommendation; (B) it shall not convene the Court Meeting or
General Meeting; or (C) it intends not to post the Scheme Document or (if
different) the document convening the General Meeting, in each case without
the consent of Döhler; (iv) a third party makes an announcement pursuant to
Rule 2.7 of the Code in respect of an offer for all or part of the issued and
to be issued share capital of Treatt which is recommended unanimously by the
Independent Directors; or (v) after the Scheme has been approved by Treatt
Shareholders at the Court Meeting and the General Meeting, the Independent
Directors announce that Treatt shall not convene the Sanction Hearing and/or
implement the Scheme (other than: (A) in connection with an announcement of a
revised offer by Döhler for Treatt; (B) where Döhler elects to proceed with
a Takeover Offer; or (C) because a Condition has become incapable of
fulfilment or satisfaction and Döhler has stated that it will not waive such
a Condition).

Either Döhler, Döhler Group SE or Treatt may terminate the Cooperation
Agreement by written notice if, where Döhler has not elected, in accordance
with the Cooperation Agreement, to implement the Acquisition by way of a
Takeover Offer instead of the Scheme: (i) the Court Meeting and/or the General
Meeting is not held on or before the 22nd day after the expected date of the
Court Meeting to be set out in the Scheme Document (or such later date as (A)
may be agreed by Döhler, Döhler Group SE and Treatt, or (B) in a competitive
situation, as may be specified by Döhler with the consent of the Panel (and,
in each case, if required, with the approval of the Court, if such approval is
required)); (ii) the Scheme and/or the Resolution(s) are not approved by the
requisite majority of Treatt Shareholders at the Court Meeting and/or the
General Meeting; or (iii) the Scheme is not sanctioned at the Sanction
Hearing.

The Cooperation Agreement also records Döhler, Döhler Group SE and Treatt's
intentions as at the date of the Cooperation Agreement to implement the
Acquisition by way of the Scheme, subject to Döhler having the right to
implement the Acquisition by way of a Takeover Offer (with the consent of the
Panel) if (i) Treatt provides its prior written consent, (ii) a third party
announces a firm intention to make an offer for Treatt, or (iii) a Treatt
Board Adverse Recommendation Change occurs. Döhler, Döhler Group SE and
Treatt have agreed to certain customary provisions if the Scheme should switch
to a Takeover Offer with the prior written agreement of Treatt.

The Cooperation Agreement also contains provisions that shall apply in respect
of directors' and officers' insurance, employee related matters (including
agreement by Döhler to offer employees of the Treatt Group minimum severance
benefits in specified circumstances following the Effective Date, and an
acknowledgement by Döhler of Treatt's intention to make payments in lieu of
notice to any non-executive director of Treatt who resigns in connection with
the Acquisition) and the Treatt Share Plans.

Treatt Share Plans

Participants in the Treatt Share Plans shall be contacted regarding the effect
of the Acquisition on their rights under the Treatt Share Plans and
appropriate proposals will be made to such participants in due course. Details
of these proposals will be set out in the Scheme Document.

12.       Structure of and Conditions to the Acquisition

It is intended that the Acquisition will be implemented by means of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.
However, Döhler reserves the right to elect to implement the Acquisition by
way of a Takeover Offer, subject to the consent of the Panel (where necessary)
and the terms of the Cooperation Agreement. The purpose of the Scheme is to
provide for Döhler to become the owner of the entire issued and to be issued
ordinary share capital of Treatt. This is to be achieved by the transfer of
Treatt Shares to Döhler, in consideration for which Scheme Shareholders who
are on the register of members of Treatt at the Scheme Record Time will
receive cash in respect of their Treatt Shares on the basis described in
paragraph ‎‎2 of this Announcement.

On the Scheme becoming Effective: (i) it will be binding on all Scheme
Shareholders, irrespective of whether or not they attended or voted at the
Court Meeting and the General Meeting (and if they attended and voted, whether
or not they voted in favour); and (ii) share certificates in respect of Scheme
Shares will cease to be of value and should be destroyed and entitlements to
Scheme Shares held within the CREST system will be cancelled. The
consideration payable under the Scheme will be despatched to Scheme
Shareholders by Döhler no later than 14 days after the Effective Date.

Any Treatt Shares issued before the Scheme Record Time will be subject to the
terms of the Scheme. The Resolution(s), which are to be proposed at the
General Meeting, will, among other matters, provide that Treatt's articles of
association be amended to incorporate provisions requiring any Treatt Shares
issued after the Scheme Record Time (other than to Döhler or its nominee(s))
to be automatically transferred to Döhler on the same terms as the
Acquisition (other than terms as to timings and formalities). The provisions
of Treatt's articles of association (as amended) will avoid any person (other
than Döhler or its nominee(s)) holding Treatt Shares after the Effective
Date.

The Acquisition will be subject to the Conditions and certain further terms
set out in ‎‎Appendix 1 to this Announcement, and to the full terms and
conditions which will be set out in the Scheme Document, including, among
other things:

·          the approval of the requisite majority of Scheme
Shareholders at the Court Meeting;

·          the passing of the Resolution(s) at the General Meeting;

·          the receipt of competition clearances in Austria,
Ireland, the United Kingdom and the United States;

·          the sanction of the Scheme by the Court and a copy of the
Court Order being delivered to the Registrar of Companies;

·          the Scheme becoming Effective no later than the Long Stop
Date.

The Scheme Document will include full details of the Scheme (including the
expected timetable for the Acquisition), together with notices of the Court
Meeting and General Meeting and the Forms of Proxy, and will specify the
actions to be taken by Treatt Shareholders. The Scheme Document will be posted
to Treatt Shareholders within 28 days of this Announcement (unless a later
date is agreed between Döhler, Treatt and the Panel).

Subject to the satisfaction or waiver of all relevant conditions, including
the Conditions and certain further terms set out in ‎‎Appendix 1 to this
Announcement, and the full terms and conditions which will be set out in the
Scheme Document, and subject to the approval and availability of the Court, it
is expected that the Scheme will become Effective in Q3 2026.

The Scheme will be governed by English law and will be subject to the
jurisdiction of the Court. The Scheme will be subject to the applicable
requirements of the Code, the Panel, the London Stock Exchange, the Court and
the FCA.

Cancellation of admission to trading and re-registration as a private company

It is intended that the last day for dealings in, and registration of
transfers of, Treatt Shares will be the Business Day following the date of the
Sanction Hearing, and no transfers will be registered after 6.00 p.m. on that
date. It is further intended that applications will be made to the London
Stock Exchange to cancel the admission to trading of the Treatt Shares on the
Main Market of the London Stock Exchange, and to the FCA to cancel the
admission of Treatt Shares on the Official List, in each case with effect from
or shortly following the Effective Date.

On or shortly after the Effective Date, entitlements to Treatt Shares held
within the CREST system will be cancelled and share certificates in respect of
Treatt Shares will cease to be valid.

It is also intended that, following the Effective Date, Treatt will be
re-registered as a private limited company.

13.       Interests in Treatt Shares

As at 28 April 2026, being the last Business Day before the date of this
Announcement, Döhler had the following interests in Treatt Shares:

 Name     Number of Treatt Shares  Percentage of Treatt Shares in issue
 Döhler   16,616,021               27.9%

 

As at 27 April 2026, being the last practicable date before the date of this
Announcement, persons acting in concert (within the meaning of the Code) with
Döhler had the following interests in Treatt Shares:

 Name                         Number of Treatt Shares  Percentage of Treatt Shares in issue
 Bank of America, N.A.        5,443                    0.01%
 Merrill Lynch International  40,929                   0.07%

 

Except for the irrevocable undertakings and letters of intent referred to in
paragraph ‎9 of this Announcement and ‎Appendix 3 to this Announcement and
save as disclosed above, as at the close of business on 27 April 2026 (being
the last practicable date before the date of this Announcement), neither
Döhler, nor any of the Döhler Directors, nor any member of the Döhler
Group, nor, so far as the Döhler Directors are aware, any person acting in
concert with Döhler for the purposes of the Acquisition, has:

·          any interest in, or right to subscribe for, any relevant
securities of Treatt;

·          any short position in (whether conditional or absolute
and whether in the money or otherwise), including any short position under a
derivative, any agreement to sell or any delivery obligation or right to
require another person to purchase or take delivery of any relevant securities
of Treatt;

·          procured an irrevocable commitment or letter of intent to
accept the terms of the Acquisition in respect of relevant securities of
Treatt; or

·          borrowed or lent, or entered into any financial
collateral arrangements in respect of, any relevant securities of Treatt; or

·          entered into any Dealing Arrangement in respect of any
relevant securities of Treatt.

It has not been possible for Döhler to make enquiries of all of its concert
parties in advance of the release of this Announcement. Therefore, if Döhler
becomes aware, following the making of such enquires, that any of its concert
parties have any such interests in relevant securities of Treatt, all relevant
details in respect of Döhler's concert parties will be included in Döhler's
Opening Position Disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on
Rule 8 of the Code.

14.       Overseas Shareholders

The availability of the Acquisition and the distribution of this Announcement
to Treatt Shareholders who are not resident in the United Kingdom may be
affected by the laws of the relevant jurisdiction in which they are located.
Such persons should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction. Treatt Shareholders who are in
any doubt regarding such matters should consult an appropriate independent
professional adviser in the relevant jurisdiction without delay.

This Announcement does not constitute an offer for sale of any securities or
an offer or an invitation to purchase any securities. Treatt Shareholders are
advised to read carefully the Scheme Document and related Forms of Proxy once
these have been despatched.

Documents available on website

Copies of the following documents will be available promptly on Döhler's and
Treatt's websites at www.doehler.com/en/news-media/cashoffer and
www.treatt.com/investor-relations, respectively, subject to certain
restrictions relating to persons residing in Restricted Jurisdictions, until
the end of the Offer Period:

·          this Announcement;

·          the irrevocable undertakings and letters of intent
described in ‎‎Appendix 3 to this Announcement;

·          the Confidentiality Agreement;

·          the Clean Team Agreement;

·          the Confidentiality and Joint Defence Agreement;

·          the Cooperation Agreement;

·          consent letters from each of BofA Securities, Peel Hunt
and Investec; and

·          the intra-group loan agreement referred to in paragraph
‎10.

Neither the content of the websites referred to in this Announcement nor the
content of any website accessible from hyperlinks is incorporated into, or
forms part of, this Announcement.

15.       Reserving the right to proceed by way of a Takeover Offer

Subject to obtaining the consent of the Panel and where permitted pursuant to
the terms of the Cooperation Agreement (while the Cooperation Agreement is
continuing), Döhler reserves the right to elect to implement the Acquisition
by way of a Takeover Offer as an alternative to the Scheme. In such event, the
Acquisition will be implemented on the same terms and conditions, so far as
applicable, as those which would apply to the Scheme, subject to appropriate
amendments to reflect the change in method of effecting the Acquisition,
including (without limitation) the inclusion of an acceptance condition set at
90 per cent. of Treatt Shares to which the Takeover Offer relates (or such
lesser percentage as may be determined by Döhler after consultation with the
Panel (if necessary), or as may be required under the terms of the Cooperation
Agreement, being in any case more than 50 per cent. of the voting rights
normally exercisable at a general meeting of Treatt).

16.       General

The Acquisition will be subject to the Conditions and certain further terms
set out in ‎‎Appendix 1 to this Announcement, and to the full terms and
conditions which will be set out in the Scheme Document. The Scheme Document
will be despatched to Treatt Shareholders within 28 days of the date of this
Announcement (unless a later date is agreed between Döhler, Treatt and the
Panel).

In deciding whether or not to vote or procure votes to approve the Scheme at
the Court Meeting or to vote or procure votes in favour of the Resolution(s)
at the General Meeting in respect of their Treatt Shares, Treatt Shareholders
should rely on the information contained, and follow the procedures described,
in the Scheme Document.

BofA Securities, Peel Hunt and Investec have each given and not withdrawn
their consent to the inclusion in this Announcement of the references to their
respective names in the form and context in which they appear.

The sources and bases for certain financial information contained in this
Announcement are set out in ‎‎Appendix 2 to this Announcement. Details of
the irrevocable undertakings and letters of intent received by Döhler are set
out in ‎‎Appendix 3. The defined terms used in this Announcement are set
out in ‎‎Appendix 4.

Enquiries

 Döhler and Döhler Group SE
 Daniel Eickhorst     +49 6151 306 2414
 Dorothee Timmermann  +49 6151 306 4650
 BofA Securities (financial adviser to Döhler Group SE and Döhler)
 Ed Peel              +44 (0) 20 7628 1000
 Geoff Iles
 Marcus Olsson
 Matthias Konrad
 Sid Rishi
 Treatt
 Vijay Thakrar        +44 (0) 1284 702500
 Manprit Randhawa
 Peel Hunt (lead financial adviser, Rule 3 adviser and corporate broker to
 Treatt)
 George Sellar        +44 (0) 20 7418 8900
 Michael Nicholson
 Investec (joint financial adviser, Rule 3 adviser and corporate broker to
 Treatt)
 Oliver Cardigan      +44 (0) 20 7597 5970
 James Hopton
 MHP Group (financial communications adviser to Treatt)
 Tim Rowntree         + 44 (0) 7701 308 818
 Eleni Menikou        treatt@mhpgroup.com

Simmons & Simmons LLP is acting as legal adviser to Döhler Group SE and
Döhler. Ashurst LLP is acting as legal adviser to Treatt.

The person responsible for arranging the release of this Announcement on
behalf of Treatt is Nick Hartigan, General Counsel and Company Secretary.

Important notices relating to financial advisers

Bank of America Europe DAC, Amsterdam Branch, together with its affiliate,
Merrill Lynch International ("BofA Securities") is acting as financial adviser
exclusively for Döhler Group SE and Döhler and for no one else and will not
be responsible to anyone other than Döhler Group SE and Döhler for providing
the protections afforded to its clients or for providing advice in relation to
the matters referred to in this Announcement. Neither BofA Securities, nor any
of its 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 BofA Securities in
connection with this Announcement, any statement contained herein or
otherwise.

Peel Hunt, which is authorised and regulated by the FCA in the United Kingdom,
is acting exclusively as lead financial adviser and corporate broker to Treatt
and for no one else in connection with the Acquisition and/or any other matter
referred to in this Announcement and will not be responsible to anyone other
than Treatt for providing the protections afforded to its clients or for
providing advice in relation to the Acquisition, the contents of this
Announcement, or any other matter referred to in this Announcement. Neither
Peel Hunt nor any of its affiliates, nor any of Treatt's and such affiliates'
respective members, directors, officers, controlling persons or employees owes
or accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, consequential, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Peel Hunt in connection with
this Announcement any statement contained herein or otherwise.

Investec is authorised in the United Kingdom by the PRA and regulated in the
United Kingdom by the PRA and the FCA. Investec is acting exclusively as joint
financial adviser and corporate broker to Treatt and no one else in connection
with the Acquisition, the contents of this Announcement or any other matters
described in this Announcement. Investec will not regard any other person as
its client in relation to the Acquisition, the content of this Announcement or
any other matters described in this Announcement and none of Investec nor any
of its affiliates, branches or subsidiaries will be responsible to anyone
other than Treatt for providing the protections afforded to its clients or for
providing advice to any other person in relation to the Acquisition, the
content of this Announcement or any other matters referred to in this
Announcement. Neither Investec nor any of its subsidiaries, branches or
affiliates nor any of its and their respective directors, officers, employees,
representatives or agents owes or accepts any duty, liability or shall be held
responsible in any way whatsoever for any direct, indirect or consequential
losses (whether in contract, in tort, under statute or otherwise) arising from
the use of this Announcement or the contents of this Announcement or reliance
on the information contained herein, except to the extent this would be
prohibited by law or regulation. This Announcement has been issued by and is
the sole responsibility of Treatt. No representation or warranty, express or
implied, is or will be made as to, or in relation to, and no duty,
responsibility or liability (whether direct or indirect, consequential,
whether in contract, in tort, under statute or otherwise) is or will be
accepted by Investec or by any of its subsidiaries, branches or affiliates, or
any person acting on its or their respective behalf as to, or in relation to,
the accuracy or completeness of this Announcement or any other written or oral
information made available to or publicly available to any interested party or
its advisers, and any liability therefore is expressly disclaimed to the
fullest extent permissible by law.

Further information

This Announcement is for information purposes only and is not intended to, and
does not, constitute or form part of any offer or invitation to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of any securities
or the solicitation of any vote or approval in any jurisdiction pursuant to
the Acquisition or otherwise. The Acquisition will be made solely through the
Scheme Document (or, if the Acquisition is implemented by way of a Takeover
Offer, the Takeover Offer document), which, together with the accompanying
Forms of Proxy, will contain the full terms and conditions of the Acquisition,
including details of how to vote in respect of the Acquisition. Any decision
in respect of the Acquisition should be made only on the basis of the
information in the Scheme Document (or, if the Acquisition is implemented by
way of a Takeover Offer, the Takeover Offer document).

Treatt will prepare the Scheme Document to be distributed to Treatt
Shareholders. Treatt and Döhler urge Treatt Shareholders to read the Scheme
Document (or any other document by which the Acquisition is made) in full when
it becomes available because it will contain important information relating to
the Acquisition, including details of how to vote in respect of the Scheme.

The statements contained in this Announcement are made as at the date of this
Announcement, unless some other time is specified in relation to them, and
publication of this Announcement shall not give rise to any implication that
there has been no change in the facts set forth in this Announcement since
such date.

This Announcement does not constitute a prospectus or a prospectus equivalent
document.

This Announcement has been prepared for the purpose of complying with English
law, the UK Market Abuse Regulation and the Code and the information disclosed
may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws of jurisdictions
outside England.

The Acquisition will be subject to the applicable requirements of English law,
the Code, the Panel, the London Stock Exchange, the Court and the FCA.

Overseas Shareholders

The release, publication or distribution of this Announcement in jurisdictions
other than the UK, and the availability of the Acquisition to Treatt
Shareholders who are not resident in the UK, may be restricted and therefore
any persons who are not resident in the UK or who are subject to the laws of
any jurisdiction other than the UK (including Restricted Jurisdictions) should
inform themselves about, and observe, any applicable legal or regulatory
requirements. In particular, the ability of persons who are not resident in
the UK or who are subject to the laws of another jurisdiction to participate
in the Acquisition or to vote their Treatt Shares in respect of the Scheme at
the Court Meeting, or to execute and deliver Forms of Proxy appointing another
to vote at the Court Meeting on their behalf may be affected by the laws of
the relevant jurisdictions in which they are located or to which they are
subject. Any failure to comply with applicable legal or regulatory
requirements of any jurisdiction may constitute a violation of securities laws
in that jurisdiction. To the fullest extent permitted by applicable law, the
companies and persons involved in the Acquisition disclaim any responsibility
or liability for the violation of such restrictions by any person.

Unless otherwise determined by Döhler or required by the Code, and permitted
by applicable law and regulation, the Acquisition shall not be made available,
directly or indirectly, in or into or from a Restricted Jurisdiction where to
do so would violate the laws in that jurisdiction and no person may vote in
favour of the Acquisition by any such use, means, instrumentality or form
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.

Accordingly, copies of this Announcement and any formal documentation relating
to the Acquisition are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or from any
Restricted Jurisdiction or any jurisdiction where to do so would constitute a
violation of the laws of such jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported vote in
respect of acceptance of the Acquisition.

Further details in relation to Treatt Shareholders in overseas jurisdictions
will be contained in the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the Takeover Offer document).

Additional information for U.S. investors

The Acquisition relates to an offer for the shares of a UK company and is
being made by means of a scheme of arrangement provided for under English
company law. The Acquisition, to be implemented by way of a scheme of
arrangement, is not subject to the tender offer rules or the proxy
solicitation rules under the Exchange Act. Accordingly, the Acquisition is
subject to the disclosure and procedural requirements and practices applicable
to a scheme of arrangement involving a target company in the UK admitted to
trading on the Main Market of the London Stock Exchange, which differ from the
disclosure and procedural requirements of the U.S. tender offer and proxy
solicitation rules.

The financial information with respect to Treatt included in this Announcement
and the Scheme Document has been or will have been prepared in accordance with
International Financial Reporting Standards ("IFRS") and thus may not be
comparable to the financial information of U.S. companies or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the U.S.

If in the future, Döhler exercises its right to implement the Acquisition by
way of a Takeover Offer and determines to extend the Takeover Offer into the
U.S., the Acquisition will be made in compliance with applicable U.S. laws and
regulations, including to the extent applicable Section 14(e) of the Exchange
Act and Regulation 14E thereunder. Such a Takeover Offer would be made in the
U.S. by Döhler and no one else.

In the event that the Acquisition is implemented by way of a Takeover Offer,
in accordance with normal United Kingdom practice and pursuant to Rule
14e-5(b) under the Exchange Act, Döhler or its nominees, or its brokers
(acting as agents), may from time to time make certain purchases of or
arrangements to purchase, shares or other securities of Treatt outside of the
U.S., other than pursuant to the Takeover Offer, until the date on which the
Takeover Offer becomes effective, lapses or is otherwise withdrawn. These
purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices and would comply with applicable
law, including the Exchange Act. Also, in such circumstances, in accordance
with Rule 14e-5(b) of the Exchange Act, BofA Securities will continue to act
as exempt principal trader in Treatt shares on the London Stock Exchange. Any
information about such purchases shall be disclosed as required in the UK,
will be reported to a Regulatory Information Service of the London Stock
Exchange and will be available on the London Stock Exchange website at
www.londonstockexchange.com.

The receipt of cash pursuant to the scheme by U.S. Shareholders (defined as
shareholders who are U.S. persons as defined in the U.S. Internal Revenue
Code) as consideration for the transfer of Treatt Shares pursuant to the
Scheme 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 Treatt Shareholder (including U.S. Shareholders) is urged to consult
their independent professional adviser immediately regarding the tax
consequences of the transaction applicable to him.

Neither the SEC nor any U.S. state securities commission has approved,
disapproved or passed judgment upon the fairness of the Acquisition or passed
upon the adequacy or accuracy of this Announcement. Any representation to the
contrary is a criminal offence in the U.S.

Some or all of Treatt's and Döhler's respective officers and directors reside
outside the U.S., and some or all of their respective assets are or may be
located in jurisdictions outside the U.S. Therefore, investors may have
difficulty effecting service of process within the U.S. upon those persons or
recovering against Treatt or Döhler or their respective officers or directors
on judgments of U.S. courts, including judgments based upon the civil
liability provisions of the U.S. federal securities laws. Further, it may be
difficult to compel a non-U.S. company and its affiliates to subject
themselves to a U.S. court's judgment. It may not be possible to sue Treatt,
Döhler or their respective officers or directors in a non-U.S. court for
violations of the U.S. securities laws.

Forward-looking statements

This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by Döhler and Treatt contain statements which are, or
may be deemed to be, "forward-looking statements". All statements, other than
statements of historical fact are, or may be deemed to be, forward-looking
statements. Forward-looking statements are prospective in nature and are not
based on historical facts, but rather on assumptions, expectations,
valuations, targets, estimates, forecasts and projections of Döhler and
Treatt about future events, and are therefore subject to risks and
uncertainties which could cause actual results, performance or events to
differ materially from those expressed or implied by the forward-looking
statements. The forward-looking statements contained in this Announcement
include statements relating to the expected effects of the Acquisition on the
Döhler Group, the Treatt Group and the Enlarged Group, the expected timing
and scope of the Acquisition and other statements other than historical facts.
Often, but not always, forward-looking statements can be identified by the use
of forward-looking words such as "plans", "expects", "budget", "targets",
"aims", "scheduled", "estimates", "forecast", "intends", "anticipates",
"seeks", "prospects", "potential", "possible", "assume" or "believes", or
variations of such words and phrases or statements that certain actions,
events or results "may", "could", "should", "would", "might" or "will" be
taken, occur or be achieved. Döhler and Treatt give no assurance that such
expectations will prove to be correct. By their nature, forward-looking
statements involve risks (known and unknown) and uncertainties (and other
factors that are in many cases beyond the control of Döhler and/or Treatt)
because they relate to events and depend on circumstances that may or may not
occur in the future.

There are a number of factors that could affect the future operations of the
Döhler Group, the Treatt Group and/or the Enlarged Group and that could cause
actual results and developments to differ materially from those expressed or
implied by such forward-looking statements. These factors include the
satisfaction (or, where permitted, waiver) of the Conditions, as well as
additional factors, such as: domestic and global business and economic
conditions; the impact of pandemics, asset prices; market-related risks such
as fluctuations in interest rates and exchange rates, industry trends,
competition, changes in government and regulation, changes in the policies and
actions of governments and/or regulatory authorities (including changes
related to capital and tax), changes in political and economic stability
(including exposures to terrorist activities, Eurozone instability, disruption
in business operations due to reorganisation activities, interest rate,
inflation, deflation and currency fluctuations), the timing impact and other
uncertainties of future or planned acquisitions or disposals or offers, the
inability of the Enlarged Group to realise successfully any anticipated
synergy benefits when the Acquisition is implemented (including changes to the
board and/or employee composition of the Enlarged Group), the inability of the
Döhler Group to integrate successfully the Treatt Group's operations and
programmes when the Acquisition is implemented, the Enlarged Group incurring
and/or experiencing unanticipated costs and/or delays (including IT system
failures, cyber-crime, fraud and pension scheme liabilities), or difficulties
relating to the Acquisition when the Acquisition is implemented. Other unknown
or unpredictable factors could affect future operations and/or cause actual
results to differ materially from those in the forward-looking statements.
Such forward-looking statements should therefore be construed in the light of
such factors.

Each forward-looking statement speaks only as of the date of this
Announcement. Neither the Döhler Group nor the Treatt Group, nor any of their
respective associates or directors, officers or advisers, provides any
representation, warranty, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in this
Announcement will actually occur. Forward-looking statements involve inherent
risks and uncertainties. All forward-looking statements contained in this
Announcement are expressly qualified in their entirety by the cautionary
statements contained or referred to in this section. Readers are cautioned not
to place undue reliance on these forward-looking statements. Other than in
accordance with their legal or regulatory obligations (including under the
Code, the UK Market Abuse Regulation and the DTRs), neither the Döhler Group
nor the Treatt Group is under or undertakes any obligation, and each of the
foregoing expressly disclaims any intention or obligation, to update or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise.

No profit forecasts or estimates

Nothing in this Announcement is intended, or is to be construed, as a profit
forecast or to be interpreted to mean that earnings or earnings per share for
Treatt for the current or future financial years, will necessarily match or
exceed the historical published earnings or earnings per share for Treatt.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 p.m. on the tenth business day following the commencement of
the Offer Period and, if appropriate, by no later than 3.30 p.m. on the tenth
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
per cent. 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 p.m. 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 Panel's website at
www.thetakeoverpanel.org.uk (http://www.thetakeoverpanel.org/) , 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
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.

Electronic Communications

Please be aware that addresses, electronic addresses and certain information
provided by Treatt Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Treatt may be provided
to Döhler during the Offer Period as required under section 4 of Appendix 4
to the Code.

Publication on a website and availability of hard copies

This Announcement and the documents required to be published pursuant to Rule
26 of the Code will be available, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, on Döhler's website at
www.doehler.com/en/news-media/cashoffer and on Treatt's website at
www.treatt.com/investor-relations promptly and in any event by no later than
12 noon on 30 April 2026. Neither the content of the websites referred to in
this Announcement nor the content of any website accessible from hyperlinks in
this Announcement is incorporated into, or forms part of this Announcement.

Treatt Shareholders may, subject to applicable securities laws, request a hard
copy of this Announcement (and any information incorporated into it by
reference to another source) by contacting Treatt's registrars, MUFG Corporate
Markets, during business hours on 0371 664 0300 within the United Kingdom or
on +44 (0) 371 664 0300 from overseas or by submitting a request in writing to
shareholderenquiries@cm.mpms.mufg.com or MUFG Corporate Markets, Central
Square, 29 Wellington Street, Leeds LS1 4DL, with an address to which the hard
copy may be sent. Treatt Shareholders may, subject to applicable securities
laws, also request that all future documents, Announcements and information to
be sent in relation to the Acquisition should be in hard copy form.

Rounding

Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Code, Treatt confirms that as at the date
of this Announcement, it has in issue and admitted to trading on the Main
Market of the London Stock Exchange 59,489,550 ordinary shares of 2 pence each
(excluding ordinary shares held in treasury). The International Securities
Identification Number (ISIN) of the ordinary shares is GB00BKS7YK08. Treatt's
Legal Entity Identifier is 213800G40JM9F7G9LG39.

General

If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under FSMA if you are
resident in the United Kingdom or, if not, from another appropriately
authorised independent financial adviser.

Appendix 1

CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE ACQUISITION

The Acquisition will be subject to the terms and conditions set out in this
‎‎Appendix 1 and in the Scheme Document.

Part 1

1.         Conditions to the Acquisition

The Acquisition will be conditional on the Scheme becoming unconditional and
becoming Effective, subject to the Code, by no later than 11.59 p.m. (London
time) on the Long Stop Date.

Scheme approval

The Scheme will be subject to the following conditions:

(A)     (i)       its approval by a majority in number representing
not less than 75 per cent. in value of the Scheme Shareholders who are on the
register of members of Treatt at the Voting Record Time (or the relevant class
or classes thereof, if applicable), in each case present, entitled to vote and
voting, either in person or by proxy, at the Court Meeting or at any separate
class meeting which may be required by the Court (as applicable) or at any
adjournment of any such meeting; and

(ii)      the Court Meeting and any separate class meeting which may be
required by the Court (or any adjournment of any such meeting) being held on
or before the 22nd day after the expected date of the Court Meeting to be set
out in the Scheme Document in due course (or such later date (a) as Döhler
and Treatt may agree or (b) (in a competitive situation) as may be specified
by Döhler with the consent of the Panel, and, in each case that, if so
required, the Court may allow);

(B)     (i)       the Resolution(s) being duly passed by the
requisite majority or majorities at the General Meeting; and

(ii)      the General Meeting being held on or before the 22nd day after
the expected date of the General Meeting to be set out in the Scheme Document
in due course (or such later date as: (a) Döhler and Treatt may agree; or (b)
(in a competitive situation) may be specified by Döhler with the consent of
the Panel, and, in each case that, if so required, the Court may allow); and

(C)     (i)       the sanction of the Scheme by the Court with or
without modification (but subject to any such modification being acceptable to
Döhler and Treatt) and the delivery of a copy of the Court Order to the
Registrar of Companies; and

(ii)      the Sanction Hearing being held on or before the 22nd day after
the expected date of the Sanction Hearing as first announced by Treatt through
a Regulatory Information Service (or such later date as: (a) as Döhler and
Treatt may agree; or (b) (in a competitive situation) as may be specified by
Döhler with the consent of the Panel and, in each case that, if so required,
the Court may allow).

In addition, Döhler and Treatt have agreed that, subject as stated in
‎‎Part 2 of this ‎Appendix 1 and to the requirements of the Panel, the
Acquisition will be conditional on the following Conditions and, accordingly,
the necessary actions to make the Scheme Effective will not be taken unless
the following Conditions (as amended if appropriate) have been satisfied or,
where relevant, waived:

Official authorisations, regulatory clearances and Third Party clearances

Antitrust Conditions

Austria

(D)        insofar as the Acquisition constitutes, or is deemed to
constitute, a notifiable acquisition under the Austrian Cartel Act
(Kartellgesetz) (the "ACA"), either:

(1)      the Austrian Federal Competition Authority (Bundeswettbewerbsbehörde) and Austrian Federal Cartel Prosecutor (Bundeskartellanwalt) having formally waived their right to apply for detailed examination pursuant to Sec. 11 ACA of the Acquisition which is subject to notification pursuant to Sec. 7 et seq ACA, or having not so applied, within the statutory four-week period or prolonged six-week period for their detailed examination; or
(2)      if the Austrian Cartel Court (the "ACC") or Austrian Cartel Supreme Court (the "ACSC") has issued a final decision declaring that the Acquisition is compatible with the applicable merger control provision of Sec. 7 et seq ACA; or
(3)      if the ACC or the ACSC (as applicable) has issued a final decision terminating the examination proceedings under Sec. 12 or Sec. 14 ACA in relation to the Acquisition, such decision having the statutory effect that the Acquisition is deemed to be compatible with the applicable merger control provisions of Sec. 7 et seq ACA;

Ireland

(E)        insofar as the Acquisition is subject to a filing
requirement under Part 3 of the Irish Competition Act 2002 (as amended) (the
"ICA"), either:

(1)      the Irish Competition and Consumer Protection Commission issues a clearance determination pursuant to Sections 21 or 22 of the ICA that the Acquisition may be put into effect, either unconditionally or subject to conditions that are reasonably acceptable to Döhler; or
(2)      any applicable waiting period under Sections 19, 21 or 22 of the ICA having expired without such a clearance determination having been issued, such that the Acquisition may be put into effect without breaching Section 19 of the ICA;

United Kingdom

(F)        either:

(1)      following submission of a briefing paper to the Competition and
Markets Authority ("CMA") in relation to the Acquisition and the submission of
any subsequent responses to any questions by the CMA's merger intelligence
committee, as at the date on which all other Conditions are satisfied or
waived, the CMA's position as most recently communicated to the parties being
that it has no further questions in respect of the Acquisition or any matter
arising from or related to the transaction documents (or words to equivalent
effect) and, the CMA has not: (i) requested submission of a notice in the
prescribed form as contemplated by Section 96 of the Enterprise Act 2002 (the
"EA"), or (ii) given notice or any other indication to either party that it is
commencing or considering commencing an investigation to enable it to
determine whether to make a reference under Section 33 of the EA (a "Phase 1
Investigation"), or (iii) indicated that the statutory review reference under
Section 34ZA of the EA has begun, or (iv) requested documents or attendance by
witnesses under Section 109 of the EA, which may indicate it is considering
commencing the aforementioned review period in respect of the Acquisition or
any matter arising from or related to the transaction documents; or

(2)      the CMA having confirmed on terms which are reasonably
satisfactory to Döhler that the Acquisition or any matter arising from or
related to the transaction documents will not be subject to a Phase 2
reference pursuant to Section 33 of the EA or on any other statutory basis (a
"Phase 2 CMA Reference"), such decision being either unconditional or
conditional on the CMA's acceptance of undertakings in lieu under Section 73
of the EA that are reasonably acceptable to Döhler (or the applicable time
period for the CMA to issue a decision having expired without it having done
so and without it having made a Phase 2 CMA Reference);

United States

(G)        insofar as the Acquisition constitutes, or is deemed to
constitute, a notifiable acquisition under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and the rules and regulations
promulgated thereunder, and any successor to such statute, rules, or
regulations (the "HSR Act"), the waiting period applicable to the consummation
of the Acquisition under the HSR Act having expired or been terminated
(whether unconditionally or subject to conditions, commitments, or
undertakings that are reasonably satisfactory to Döhler), and any agreement
between Döhler and/or Treatt and the U.S. Federal Trade Commission and/or the
U.S. Department of Justice pursuant to which Döhler and/or Treatt has agreed
not to consummate the Acquisition for any period of time (such agreement being
on terms reasonably satisfactory to Döhler) is no longer in effect;

General Third Party approvals

(H)        the waiver (or non-exercise within any applicable time
limits) by any Relevant Authority or any other body or person whatsoever in
any jurisdiction (each a "Third Party") of any termination right, right of
pre-emption, first refusal or similar right (which is material in the context
of the Wider Treatt Group taken as a whole or in the context of the
Acquisition) arising as a result of or in connection with the Acquisition
including, without limitation, its implementation and financing or the
proposed direct or indirect acquisition of any shares or other securities in,
or control or management of, Treatt by Döhler or any member of the Wider
Döhler Group;

(I)         other than in relation to the approvals referred to in
Conditions ‎‎3(A) to ‎3(D) (Official authorisations, regulatory
clearances and Third Party clearances) (inclusive) above, all necessary
filings or applications having been made in connection with the Acquisition
and all statutory or regulatory obligations in any jurisdiction having been
complied with in connection with the Acquisition or the acquisition by any
member of the Wider Döhler Group of any shares or other securities in, or
control of, Treatt and all authorisations, orders, grants, recognitions,
determinations, confirmations, consents, licences, clearances, permissions,
exemptions and approvals reasonably deemed necessary or appropriate by Döhler
or any member of the Wider Döhler Group for or in respect of the Acquisition
including without limitation, its implementation and financing or the proposed
direct or indirect acquisition of any shares or other securities in, or
control of, Treatt or any member of the Wider Treatt Group by any member of
the Wider Döhler Group having been obtained in terms and in a form
satisfactory to Döhler from all appropriate Third Parties or persons with
whom any member of the Wider Treatt Group has entered into contractual
arrangements and all such authorisations, orders, grants, recognitions,
determinations, confirmations, consents, licences, clearances, permissions,
exemptions and approvals deemed necessary or appropriate to carry on the
business of any member of the Wider Treatt Group which are material in the
context of the Döhler Group or the Treatt Group as a whole or for or in
respect of the Acquisition, including (without limitation) its implementation
or financing remaining in full force and effect and all filings necessary for
such purpose having been made and there being no notice or intimation of any
intention to revoke or not to renew any of the same at the time at which the
Acquisition becomes otherwise unconditional and all necessary statutory or
regulatory obligations in any jurisdiction having been complied with;

(J)        other than in relation to the approvals referred to in
Conditions ‎3(A) to ‎‎(D) (Official authorisations, regulatory
clearances and Third Party clearances) (inclusive) above, no Third Party
having given notice of a decision to take, institute, implement or threaten
any action, proceeding, suit, investigation, enquiry or reference (and, in
each case, not having withdrawn the same), or having enacted, made or proposed
any statute, regulation, decision or order, or change to published practice or
having taken any other steps, and there not continuing to be outstanding any
statute, regulation, decision or order, which in each case would or might
reasonably be expected to:

(1)      require, prevent or delay the divestiture, or materially alter
the terms envisaged for any proposed divestiture by any member of the Wider
Döhler Group or any member of the Wider Treatt Group of all or any portion of
their respective businesses, assets or property or impose any limitation on
the ability of any of them to conduct their respective businesses (or any of
them) or to own, control or manage any of their respective assets or
properties or any part thereof which, in any such case, is material in the
context of the Wider Döhler Group or the Wider Treatt Group in either case
taken as a whole or in the context of the Acquisition;

(2)      require, prevent or delay, or alter the terms envisaged for, any
proposed divestiture by any member of the Wider Döhler Group of any shares or
other securities in Treatt;

(3)      impose any material limitation on, or result in a delay in, the
ability of any member of the Wider Döhler Group directly or indirectly to
acquire or to hold or to exercise effectively, directly or indirectly, all or
any rights of ownership in respect of shares or loans or securities
convertible into shares or any other securities (or the equivalent) in any
member of the Wider Treatt Group or the Wider Döhler Group or to exercise
voting or management control over any such member;

(4)      materially adversely limit the ability of any member of the
Wider Döhler Group or of the Wider Treatt Group to conduct, integrate or
co-ordinate its business, or any part of it, with the businesses or any part
of the businesses of any member of the Wider Döhler Group or of the Wider
Treatt Group;

(5)      otherwise adversely affect the business, assets, profits or
prospects of any member of the Wider Döhler Group or of any member of the
Wider Treatt Group to an extent which is material in the context of the Wider
Döhler Group or the Wider Treatt Group in either case taken as a whole or in
the context of the Acquisition;

(6)      make the Acquisition or its implementation or the acquisition or
proposed acquisition by Döhler or any member of the Wider Döhler Group of
any shares or other securities in, or control of, Treatt void, illegal, and/or
unenforceable under the laws of any jurisdiction, or otherwise, directly or
indirectly, restrain, restrict, prohibit, delay or otherwise interfere with
the same, or impose additional conditions or obligations with respect thereto;

(7)      require (save as envisaged in the Acquisition or sections 974 to
991 (inclusive) of the Companies Act) any member of the Wider Döhler Group or
the Wider Treatt Group to offer to acquire any shares or other securities (or
the equivalent) or interest in any member of the Wider Treatt Group or the
Wider Döhler Group owned by any Third Party;

(8)      impose any limitation on or result in any delay in the ability
of any member of the Wider Döhler Group to integrate or co-ordinate its
business, or any part of it, with the businesses or any part of the businesses
of any other member of the Wider Treatt Group which is adverse to and material
in the context of the Wider Treatt Group or the Wider Döhler Group, each
taken as a whole, or in the context of the Acquisition; or

(9)      result in any member of the Wider Treatt Group ceasing to be
able to carry on business under any name under which it presently does so,

and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could institute, implement or
threaten any action, proceeding, suit, investigation, enquiry or reference or
any other step under the laws of any jurisdiction in respect of the
Acquisition or the acquisition or proposed acquisition of any Treatt Shares
having expired, lapsed or been terminated;

Certain matters arising as a result of any arrangement, agreement etc.

save as Disclosed, there being no provision of any agreement, arrangement,
licence, permit or other instrument to which any member of the Wider Treatt
Group is a party or by or to which any such member or any of its assets are or
may be bound, entitled or subject, or any circumstance which, in each case as
a consequence of the Acquisition or the proposed acquisition of any shares or
other securities (or equivalent) in Treatt or because of a change in the
control or management of Treatt or otherwise, could or might result in any of
the following to an extent which is or would be material and adverse in the
context of the Wider Treatt Group taken as a whole or in the context of the
Acquisition:

(K)        any monies borrowed by or any other indebtedness or
liabilities (actual or contingent) of, or grant available to any such member,
being or becoming repayable or capable of being declared repayable immediately
or earlier than their or its stated maturity date or repayment date or the
ability of any such member to borrow monies or incur any indebtedness being
withdrawn or inhibited or being capable of becoming or being withdrawn or
inhibited;

(L)        any such agreement, arrangement, licence, permit or
instrument or the rights, liabilities, obligations or interests of any such
member thereunder being terminated or adversely modified or affected or any
obligation or liability arising or any adverse action being taken or arising
thereunder;

(M)       any assets or interests of any such member being or failing to
be disposed of or charged or ceasing to be available to any such member or any
right arising under which any such asset or interest could be required to be
disposed of or charged or could cease to be available to any such member
otherwise than in the ordinary course of business;

(N)        the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property, assets
or interest of any such member or any such mortgage, charge or other security
interest (whenever arising or having arisen) becoming enforceable;

(O)        the rights, liabilities, obligations or interests of any
such member in, or the business of any such member with, any person, firm,
company or body (or any arrangement or arrangements relating to any such
interest or business) being terminated, adversely modified or affected;

(P)        the value of any such member or its financial or trading
position or prospects being prejudiced or adversely affected;

(Q)        any such member ceasing to be able to carry on business
under any name under which it presently does so;

(R)        the creation or acceleration of any liability, actual or
contingent, by any such member (including any material tax liability or any
obligation to obtain or acquire any material authorisation, order, grant,
recognition, determination, confirmation, consent, licence, clearance,
permission, exemption, approval, notice, waiver, concession, agreement or
exemption from any Third Party or any person) other than trade creditors or
other liabilities incurred in the ordinary course of business or in connection
with the Acquisition; or

(S)        any requirement on any such member to acquire, subscribe,
pay up or repay any shares or other securities (or the equivalent),

and no event having occurred which, under any provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
Wider Treatt Group is a party or by or to which any such member or any of its
assets may be bound, entitled or subject, would or might reasonably be
expected to result in any of the events or circumstances as are referred to in
paragraphs ‎‎(A) to ‎‎(I) of this Condition ‎‎4 (Certain matters
arising as a result of any arrangement, agreement etc.);

2.         Certain events occurring since Last Accounts Date

save as Disclosed, no member of the Wider Treatt Group having, since the Last
Accounts Date:

(A)        save as between Treatt and wholly owned subsidiaries of
Treatt or for Treatt Shares issued under or pursuant to the exercise of
options and vesting of awards granted under the Treatt Share Plans in the
ordinary course, issued or agreed to issue, authorised or proposed the issue
of additional shares of any class;

(B)        save as between Treatt and wholly owned subsidiaries of
Treatt for the grant of options and awards and other rights under the Scheme
Shares in the ordinary course, issued, or agreed to issue, authorised or
proposed the issue of securities convertible into shares of any class or
rights, warrants or options to subscribe for, or acquire, any such shares or
convertible securities;

(C)        other than to another member of the Wider Treatt Group, sold
(or agreed to transfer or sell) any shares held in treasury;

(D)        save for the Final Dividend, other than to another member of
the Treatt Group, before completion of the Acquisition, recommended, declared,
paid or made or proposed to recommend, declare, pay or make any bonus issue,
dividend or other distribution whether payable in cash or otherwise or made
any bonus issue;

(E)        save for intra-Treatt Group transactions, authorised,
implemented or announced any merger or demerger with any body corporate or
acquired or disposed of or transferred, mortgaged or charged or created any
security interest over any assets or any right, title or interest in any asset
(including shares and trade investments) or authorised or proposed or
announced any intention to propose any merger, demerger, acquisition or
disposal, transfer, mortgage, charge or security interest, in each case, other
than in the ordinary course of business and, in each case, to the extent which
is material in the context of the Wider Treatt Group taken as a whole or in
the context of the Acquisition;

(F)        save for intra-Treatt Group transactions, made or authorised
or proposed or announced an intention to propose any material change in its
loan capital (material in the context of the Wider Treatt Group taken as a
whole or in the context of the Acquisition);

(G)        issued, authorised or proposed the issue of, or made any
change in or to, any debentures or (save for intra-Treatt Group transactions
or save in the ordinary course of business), incurred or increased any
indebtedness or become subject to any liability (actual or contingent);

(H)        purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, save in respect of the matters mentioned in paragraph ‎‎(A) or
‎‎(B) of this Condition ‎5 (Certain events occurring since Last Accounts
Date) above, made any other change to any part of its share capital, in each
case, to the extent which is material in the context of the Wider Treatt Group
taken as a whole or in the context of the Acquisition;

(I)         except for intra-Treatt Group transactions, implemented,
or authorised, proposed or announced its intention to implement, any
reconstruction, merger, demerger, amalgamation, scheme, commitment or other
transaction or arrangement otherwise than in the ordinary course of business;

(J)        been unable or deemed unable, or admitted in writing that it
is unable, to pay its debts as they fall due or having stopped or suspended
(or threatened to stop or suspend) payment of its debts generally or ceased or
threatened to cease carrying on all or a substantial part of its business;

(K)        (other than in respect of a member which is dormant and was
solvent at the relevant time) taken any corporate action or steps or had any
legal proceedings started or threatened against it in relation to the
suspension of payments, a moratorium of any indebtedness, its winding-up
(voluntary or otherwise), dissolution or reorganisation or for the appointment
of a receiver, administrative receiver, administrator, manager, trustee or
similar officer of all or any of its assets or revenues or any analogous
proceedings in any jurisdiction or appointed any analogous person in any
jurisdiction or had any such person appointed;

(L)        commenced negotiations with any of its creditors or taken
any step with a view to rescheduling or restructuring any of its indebtedness
or entered into a composition, compromise, assignment or arrangement with any
of its creditors whether by way of a voluntary arrangement, scheme of
arrangement, deed of compromise or otherwise;

(M)       waived, settled or compromised any claim (otherwise than in
the ordinary course of business), which is material in the context of the
Wider Treatt Group taken as a whole or in the context of the Acquisition;

(N)        entered into, varied or authorised any material agreement,
transaction, arrangement or commitment (whether in respect of capital
expenditure or otherwise) which:

(1)      is of a long-term, onerous or unusual nature or magnitude or which is reasonably likely to involve an obligation of such nature or magnitude (save in the ordinary course of business); or
(2)      is likely to restrict the business of any member of the Wider Treatt Group other than of a nature and to an extent which is normal in the context of the business concerned,

and, in either case, which is or would reasonably be expected to be material
and adverse in the context of the Wider Treatt Group taken as a whole or in
the context of the Acquisition;

(O)        entered into any contract, commitment, arrangement or
agreement otherwise than in the ordinary course of business or passed any
resolution or made any offer (which remains open for acceptance) with respect
to or announced any intention to, or proposed to, effect any of the
transactions, matters or events referred to in this Condition ‎5 (Certain
events occurring since Last Accounts Date);

(P)        made any material alteration to its constitutional
documents;

(Q)        made or agreed or consented to any change to:

(1)      the terms of the trust deeds constituting the pension scheme(s) established by any member of the Wider Treatt Group for its directors or employees or their dependents, including the R C Treatt & Co Limited Pension & Assurance Scheme;
(2)      the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions which are payable thereunder;
(3)      the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or
(4)      the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued or made,

in each case, which has an effect that is material in the context of the Wider
Treatt Group taken as a whole or in the context of the Acquisition;

(R)        proposed, agreed to provide or modified the terms of any of
the Treatt Share Plans or other benefit constituting a material change
relating to the employment or termination of employment of a material category
of persons employed by the Wider Treatt Group or which constitutes a material
change to the terms or conditions of employment of any director or senior
employee of the Wider Treatt Group, save as agreed by the Panel (if required)
and by Döhler, or entered into or changed the terms of any contract with any
director or senior executive;

(S)        other than with the consent of Döhler, taken (or agreed or
proposed to take) any action which requires, or would require, the consent of
the Panel or the approval of Treatt Shareholders in a general meeting in
accordance with, or as contemplated by, Rule 21.1 of the Code; or

(T)        entered into or varied in a material way the terms of, any
contract, agreement or arrangement with any of the directors or senior
executives of any member of the Wider Treatt Group;

3.         No adverse change, litigation or regulatory enquiry

save as Disclosed, since the Last Accounts Date:

(A)        no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or prospects or
operational performance of any member of the Wider Treatt Group which, in any
such case, is material in the context of the Wider Treatt Group taken as a
whole or in the context of the Acquisition and no circumstances have arisen
which would or might reasonably be expected to result in such adverse change
or deterioration;

(B)        no litigation, arbitration proceedings, prosecution or other
legal proceedings to which any member of the Wider Treatt Group is or may
become a party (whether as a plaintiff, defendant or otherwise) and no
enquiry, review or investigation by, or complaint or reference to, any Third
Party or other investigative body against or in respect of any member of the
Wider Treatt Group having been instituted, announced, implemented or
threatened by or against or remaining outstanding in respect of any member of
the Wider Treatt Group which in any such case has had or might reasonably be
expected to have an adverse effect on the Wider Treatt Group taken as a whole
or in the context of the Acquisition;

(C)        no contingent or other liability of any member of the Wider
Treatt Group having arisen or become apparent to Döhler or increased which
has had or might reasonably be expected to have an adverse effect on the Wider
Treatt Group, taken as a whole or in the context of the Acquisition;

(D)        no enquiry or investigation by, or complaint or reference
to, any Third Party having been threatened, announced, implemented, instituted
by or remaining outstanding against or in respect of any member by or the
Wider Treatt Group which in any case is material in the context of the Wider
Treatt Group taken as a whole;

(E)        no member of the Wider Treatt Group having conducted its
business in breach of any applicable laws and regulations which in any case is
material in the context of the Wider Treatt Group taken as a whole or in the
context of the Acquisition; and

(F)        no steps having been taken which are likely to result in the
withdrawal, cancellation, termination or modification of any licence or permit
held by any member of the Wider Treatt Group which is necessary for the proper
carrying on of its business and the withdrawal, cancellation, termination or
modification of which has had, or would reasonably be expected to have, an
adverse effect which is material in the context of the Wider Treatt Group
taken as a whole or in the context of the Acquisition;

4.         No discovery of certain matters

(A)        save as Disclosed, Döhler not having discovered:

(1)      that any financial, business or other information concerning the
Wider Treatt Group as contained in the information publicly disclosed at any
time by or on behalf of any member of the Wider Treatt Group is materially
misleading, contains a material misrepresentation of fact or omits to state a
fact necessary to make that information not misleading and which was not
subsequently corrected before the date of this Announcement by disclosure
either publicly or otherwise to Döhler or its professional advisers, in each
case, to the extent which is material in the context of the Wider Treatt Group
taken as a whole or in the context of the Acquisition;

(2)      that any member of the Wider Treatt Group or partnership,
company or other entity in which any member of the Wider Treatt Group has a
significant economic interest and which is not a subsidiary undertaking of
Treatt, is subject to any liability (actual or contingent) which is not
disclosed in the annual report and accounts of Treatt for the Last Accounts
Date, in each case, to the extent which is material in the context of the
Wider Treatt Group taken as a whole or in the context of the Acquisition; or

(3)      any information which affects the import of any information
disclosed at any time by or on behalf of any member of the Wider Treatt Group
and which is material in the context of the Wider Treatt Group taken as a
whole or in the context of the Acquisition;

(B)        save as Disclosed, Döhler not having discovered that:

(1)      any past or present member of the Wider Treatt Group has failed
to comply with any and/or all applicable legislation or regulation, of any
jurisdiction with regard to the use, treatment, handling, storage, carriage,
disposal, spillage, release, discharge, leak or emission of any waste or
hazardous substance or any substance likely to impair the environment or harm
human health or animal health or otherwise relating to environmental matters
or the health and safety of humans, or that there has otherwise been any such
use, treatment, handling, storage, carriage, disposal, spillage, release,
discharge, leak or emission (whether or not the same constituted a
non-compliance by any person with any such legislation or regulations, and
wherever the same may have taken place) any of which storage, carriage,
disposal, spillage, release, discharge, leak or emission would be likely to
give rise to any liability (actual or contingent) or cost on the part of any
member of the Wider Treatt Group and which is material in the context of the
Wider Treatt Group taken as a whole or in the context of the Acquisition;

(2)      there is, or is likely to be, for any reason whatsoever, any
liability (actual or contingent) of any past or present member of the Wider
Treatt Group to make good, remediate, repair, reinstate or clean up any
property or any controlled waters now or previously owned, occupied, operated
or made use of or controlled by any such past or present member of the Wider
Treatt Group (or on its behalf) or by any person for which a member of the
Wider Treatt Group is or has been responsible, or in which any such member may
have or previously have had or be deemed to have had an interest, under any
environmental legislation, regulation, notice, circular or order of any Third
Party and which is material in the context of the Wider Treatt Group taken as
a whole or in the context of the Acquisition;

(3)      circumstances exist (whether as a result of the making of the
Acquisition or otherwise) which would be reasonably likely to lead to any
Third Party instituting, or whereby any member of the Wider Döhler Group or
any present or past member of the Wider Treatt Group would be likely to be
required to institute, an environmental audit or take any other steps which
would in any such case be reasonably likely to result in any liability
(whether actual or contingent) to improve, modify existing or install new
plant, machinery or equipment or carry out changes in the processes currently
carried out or make good, remediate, repair, re-instate or clean up any land
or other asset currently or previously owned, occupied or made use of by any
past or present member of the Wider Treatt Group (or on its behalf) or by any
person for which a member of the Wider Treatt Group is or has been
responsible, or in which any such member may have or previously have had or be
deemed to have had an interest which is material in the context of the Wider
Treatt Group taken as a whole or in the context of the Acquisition; or

(4)      circumstances exist whereby a person or class of persons would
be likely to have any claim or claims in respect of any product or process of
manufacture or materials used therein currently or previously manufactured,
sold or carried out by any past or present member of the Wider Treatt Group
which claim or claims would be likely, materially and adversely, to affect any
member of the Wider Treatt Group and which is material in the context of the
Wider Treatt Group taken as a whole or in the context of the Acquisition; and

5.         Anti-corruption, economic sanctions, criminal property and
money laundering

save as Disclosed, Döhler not having discovered that:

(A)        (i) any past or present member, director, officer or
employee of the Wider Treatt Group is or has at any time engaged in any
activity, practice or conduct which would constitute an offence under the
Bribery Act 2010, the U.S. Foreign Corrupt Practices Act of 1977 or any other
applicable anti-corruption or anti-bribery law, rule or regulation or any
other applicable law, rule or regulation concerning improper payments or
kickbacks; or (ii) any person that performs or has performed services for or
on behalf of the Wider Treatt Group is or has at any time engaged in any
activity, practice or conduct in connection with the performance of such
services which would constitute an offence under the Bribery Act 2010, the
U.S. Foreign Corrupt Practices Act of 1977 or any other applicable
anti-corruption or anti-bribery law, rule or regulation or any other
applicable law, rule or regulation concerning improper payments or kickbacks;

(B)        any asset of any member of the Wider Treatt Group
constitutes criminal property as defined by section 340(3) of the Proceeds of
Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds
of crime under any other applicable law, rule or regulation concerning money
laundering or proceeds of crime or any member of the Wider Treatt Group is
found to have engaged in activities constituting money laundering under any
applicable law, rule or regulation concerning money laundering;

(C)        any past or present member, director, officer or employee of
the Treatt Group, or any other person for whom any such person may be liable
or responsible, is or has engaged in any conduct which would violate
applicable economic sanctions or dealt with, made any investments in, made any
funds or assets available to or received any funds or assets from:

(1)      any government, entity or individual in respect of which U.S.,
UK or European Union persons, or persons operating in those territories, are
prohibited from engaging in activities or doing business, or from receiving or
making available funds or economic resources, by U.S., UK or European Union
laws or regulations, including the economic sanctions administered by the
United States Office of Foreign Assets Control, or HMRC; or

(2)      any government, entity or individual targeted by any of the
economic sanctions of the United Nations, the U.S., the UK or the European
Union or any of its member states, save that this shall not apply if and to
the extent that it is or would be unenforceable by reason of breach of any
applicable Blocking Law;

(D)        any past or present member, director, officer or employee of
the Wider Treatt Group, or any other person for whom any such person may be
liable or responsible:

(1)      has engaged in conduct which would violate any relevant
anti-terrorism laws, rules, or regulations, including but not limited to the
U.S. Anti-Terrorism Act;

(2)      has engaged in conduct which would violate any relevant
anti-boycott law, rule or regulation or any applicable export controls,
including but not limited to the Export Administration Regulations
administered and enforced by the U.S. Department of Commerce or the
International Traffic in Arms Regulations administered and enforced by the
U.S. Department of State;

(3)      has engaged in conduct which would violate any relevant laws,
rules, or regulations concerning human rights, including but not limited to
any law, rule or regulation concerning false imprisonment, torture or other
cruel and unusual punishment, or child labour; or

(4)      is debarred or otherwise rendered ineligible to bid for or to
perform contracts for or with any Relevant Authority or found to have violated
any applicable law, rule or regulation concerning government contracting or
public procurement; or

(E)        any member of the Wider Treatt Group is or has been engaged
in any transaction which would cause Döhler to be in breach of any law or
regulation upon its acquisition of Treatt, including but not limited to the
economic sanctions of the United States Office of Foreign Assets Control, or
HMRC or any other Relevant Authority.

Part 2

Waiver and invocation of the Conditions

1.         Subject to the requirements of the Panel in accordance with
the Code, Döhler reserves the right in its sole discretion to waive, in whole
or in part, all or any of the Conditions in ‎‎Part 1 of this
‎‎Appendix 1, except for Conditions ‎‎1 (Conditions to the
Acquisition), ‎2(A)(ii), ‎‎2(B) and ‎‎2(C)(i) (Scheme approval),
which cannot be waived. The deadlines in any of Conditions ‎‎2(A)(ii),
‎‎2(B)(ii) and ‎‎2(C)(ii) (Scheme approval) may be extended to such
later date as Döhler may determine (with the Panel's consent and approval of
the Court, if such consent and/or approval is required). If any of Conditions
‎1 (Conditions to the Acquisition), ‎‎2(A)(ii), ‎‎2(B)(ii) and
‎‎2(C)(ii) (Scheme approval) is not satisfied by the relevant deadline
specified in the relevant Condition, Döhler shall make an announcement by
8.00 a.m. on the Business Day following such deadline confirming whether,
subject to paragraph ‎‎3 below, it has invoked the relevant Condition,
waived the relevant deadline or extended the relevant deadline.

2.         Conditions ‎‎2(A)(i) and ‎2(B)(i) (Scheme approval)
and ‎‎3 (Official authorisations, regulatory clearances and Third Party
clearances) to ‎‎8 (Anti-corruption, economic sanctions, criminal property
and money laundering) (inclusive) must be fulfilled, determined by Döhler to
remain fulfilled or (if capable of waiver) waived, by no later than 11.59 p.m.
on the day before the Sanction Hearing. Döhler shall be under no obligation
to waive (if capable of waiver), to determine to be or remain satisfied or to
treat as satisfied any of Conditions 3 (Official authorisations, regulatory
clearances and Third Party clearances) to 8 (Anti-corruption, economic
sanctions, criminal property and money laundering) (inclusive) by a date or
time earlier than the latest date and time specified above for the fulfilment
of the relevant Condition notwithstanding that the other Conditions may at
such earlier date have been waived or fulfilled and that there are at such
earlier date no circumstances indicating that any of such Conditions may not
be capable of fulfilment.

3.         Subject to paragraph ‎‎4 below, under Rule 13.5(a) of
the Code, Döhler may only invoke a Condition so as to cause the Acquisition
not to proceed, to lapse or to be withdrawn with the consent of the Panel. The
Panel will normally only give its consent if the circumstances which give rise
to the right to invoke the Condition are of material significance to Döhler
in the context of the Acquisition. This will be judged by reference to the
facts of each case at the time that the relevant circumstances arise.

4.         Each of Conditions ‎‎1 (Conditions to the Acquisition)
and ‎2 (Scheme approval) (and any Takeover Offer acceptance condition
adopted on the basis specified in ‎‎Part 3 of this ‎‎Appendix 1) will
not be subject to Rule 13.5(a) of the Code.

5.         Any Condition that is subject to Rule 13.5(a) of the Code
may be waived by Döhler.

6.         The Acquisition will not become Effective unless the
Conditions have been fulfilled or (to the extent capable of waiver) waived or,
where appropriate, have been determined by Döhler to be or remain satisfied
by no later than the Long Stop Date.

7.         Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other Condition.

Part 3

Implementation by way of Takeover Offer

Subject to obtaining the consent of the Panel and where permitted pursuant to
the terms of the Cooperation Agreement (while the Cooperation Agreement is
continuing), Döhler reserves the right to elect to implement the Acquisition
by way of a Takeover Offer as an alternative to the Scheme. In such event,
such Takeover Offer will be implemented on the same terms and conditions, so
far as applicable, as those which would apply to the Scheme subject to
appropriate amendments to reflect the change in method of effecting the
Takeover Offer, including (without limitation), with the consent of the Panel,
the inclusion of an acceptance condition set at 90 per cent. of Treatt Shares
to which the Takeover Offer relates, (or such lesser percentage as may be
determined by Döhler after consultation with the Panel (if necessary), or as
may be required under the terms of the Cooperation Agreement), being in any
case more than 50 per cent. of the voting rights normally exercisable at a
general meeting of Treatt.

Part 4

Certain further terms of the Acquisition

1.         If Döhler is required by the Panel to make an offer for
Treatt Shares under a mandatory offer for Treatt under Rule 9 of the Code,
Döhler may make such alterations to the above Conditions as are necessary to
comply with Rule 9 of the Code.

2.         The availability of the Acquisition to persons not resident
in the UK may be affected by the laws of the relevant jurisdiction. Persons
who are not resident in the UK should inform themselves about, and observe,
any applicable requirements. Treatt Shareholders who are in any doubt about
such matters should consult an appropriate independent professional adviser in
the relevant jurisdiction without delay and observe any applicable
requirements. Further details in relation to Overseas Shareholders will be
contained in the Scheme Document.

3.         Treatt Shares will be acquired by Döhler fully paid and
free from all liens, equitable interests, charges, encumbrances, rights of
pre-emption and any other third party rights or interests whatsoever and
together with all rights existing at the date of this Announcement or
thereafter attaching or accruing thereto, including (without limitation) the
right to receive and retain, in full, all dividends and other distributions
(if any) declared, made or paid or any other return of capital (whether by way
of reduction of share capital, repurchase or redemption or otherwise), if any
declared, made or paid on or after the date of this Announcement in respect of
Treatt Shares (other than the Final Dividend and any subsequent dividend to
which the Treatt Shareholders will be entitled under paragraph ‎4 of this
Part below).

4.         If any dividend, distribution or other return of capital is
announced, declared, made, payable or paid in respect of Treatt Shares on or
after the date of this Announcement and before the Effective Date (other than
the Final Dividend), Döhler reserves the right to reduce the consideration
payable in respect of each Treatt Share by the amount of all or part of any
such dividend, distribution or other return of capital, in which case any
reference in this Announcement to the consideration payable under the terms of
the Acquisition will be deemed to be a reference to the consideration as so
reduced. If Döhler exercises this right or makes such a reduction in respect
of a dividend, distribution or other return of capital, Treatt Shareholders
will be entitled to receive and retain that dividend, distribution or other
return of capital. Any exercise by Döhler of its rights referred to in this
paragraph ‎‎4 shall be the subject of an announcement and, for the
avoidance of doubt, shall not be regarded as constituting any revision or
variation of the Acquisition.

5.         This Announcement and any rights or liabilities arising
hereunder, the Acquisition, the Scheme and the Forms of Proxy will be governed
by the laws of England and Wales and be subject to the jurisdiction of the
courts of England and Wales. The Acquisition will also be subject to the
Conditions and certain further terms set out in this Announcement, and the
full terms and conditions which will be set out in the Scheme Document, and
such further terms as may be required to comply with the UK Listing Rules and
the provisions of the Code. The Acquisition and the Scheme will comply with
the applicable requirements of the Code, the Panel, the London Stock Exchange,
the Court and the FCA. This Announcement does not constitute, or form part of,
an offer or invitation to purchase Treatt Shares or any other securities.

Appendix 2

SOURCES AND BASES OF INFORMATION

Unless otherwise stated in this Announcement:

1.         As at close of business on 28 April 2026 (being the last
Business Day before the date of this Announcement) Treatt had 59,489,550
ordinary shares in issue (excluding 1,793,543 ordinary shares held by Treatt
in treasury), of which 16,616,021 are owned by Döhler.

Any reference to the entire issued and to be issued ordinary share capital of
Treatt is based on:

(A)        59,489,550 Treatt Shares referred to in paragraph 1 above;
and

(B)        up to 372,313 Treatt Shares which may be issued on or after
the date of this Announcement following: (i) the exercise of in the money
options under the Treatt Share Plans (other than the Treatt LTIPs); or (ii)
the satisfaction of awards made under the Treatt LTIPs to the extent permitted
by the terms of the Cooperation Agreement. This figure assumes that all of the
22,324 Treatt Shares held by the employee benefit trust as at close of
business on 28 April 2026 (being the last Business Day before the date of this
Announcement) are applied to satisfy the exercise or vesting of such options
and awards.

The volume-weighted average prices of a Treatt Share are derived from data
provided by Bloomberg.

Unless otherwise stated, all prices for Treatt Shares have been derived from
data provided by Bloomberg and represent Closing Prices on the relevant
date(s).

Unless otherwise stated, the balance sheet and income statement financial
information relating to Treatt is extracted from the Annual Report and
Financial Statements of Treatt for the year ended 30 September 2025.

Certain figures included in this Announcement have been subject to rounding
adjustments.

 

 

Appendix 3

DETAILS OF IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT

Treatt Directors

The following Treatt Directors have given irrevocable undertakings in respect
of their own beneficial holdings of Treatt Shares (or those Treatt Shares over
which they have control) to vote (or procure a vote) in favour of the
resolution(s) relating to the Acquisition at the Court Meeting and General
Meeting or, in the event that the Acquisition is implemented by way of a
Takeover Offer, to accept (or procure the acceptance of) such Takeover Offer:

 Name           Total Number of Treatt Shares  Percentage of issued ordinary share capital (%)
 Vijay Thakrar  10,760                         0.02%
 Sangita Shah   11,441                         0.02%

 

The obligations of the Treatt Directors under the irrevocable undertakings
given by them shall lapse and cease to have effect on and from the earlier of
the following occurrences:

(A)        immediately if Döhler publicly announces, with the consent
of the Panel, that it does not intend to proceed with the Acquisition;

(B)        immediately if the Scheme (or Takeover Offer, as applicable)
is withdrawn with the consent of the Panel or lapses in accordance with its
terms, save where the Scheme is withdrawn or lapses as a result of Döhler
exercising its right to implement the Acquisition by way of Takeover Offer (or
vice-versa);

(C)        immediately on the date on which any competing offer for the
entire issued and to be issued share capital of Treatt becomes or is declared
wholly unconditional (if implemented by way of a takeover offer) or, if
proceeding by way of a scheme of arrangement, becomes effective; or

(D)        the Scheme has not become Effective before 11.59 p.m. on the
Long Stop Date.

These irrevocable undertakings remain binding in the event a competing offer
is made for Treatt. These irrevocable undertakings also extend to any shares
acquired by the Treatt Directors as a result of the vesting of awards or the
exercise of options under the Treatt Share Plans.

Letters of Intent

The following Treatt Shareholders have given non-binding letters of intent in
respect of their own beneficial holdings of Treatt Shares (or those Treatt
Shares over which they have control) to vote (or procure a vote) in favour of
the resolution(s) relating to the Acquisition at the Court Meeting and General
Meeting or, in the event that the Acquisition is implemented by way of a
Takeover Offer, to accept (or procure the acceptance of) such Takeover Offer:

 Name                                                                        Total Number of Treatt Shares  Percentage of issued ordinary share capital (%)
 Schroder Investment Management Limited                                      2,895,208                      4.9%
 Rockwood Strategic plc (as managed by Rockwood Asset Management, a trading  2,500,000                      4.2%
 name of Harwood Private Capital LLP)
 Highclere International Investors                                           857,934                        1.4%
 J O Hambro Capital Management Limited                                       850,000                        1.4%
 Lord Lee of Trafford                                                        25,000                         0.0%

 

Appendix 4

DEFINITIONS

The following definitions apply throughout this Announcement unless the
context otherwise requires:

 "Acquisition"                                  the proposed acquisition by Döhler of the entire issued and to be issued
                                                ordinary share capital of Treatt not already owned by Döhler on the terms and
                                                subject to the conditions set out in this Announcement, to be implemented by
                                                means of the Scheme, (or should Döhler so elect under the circumstances
                                                described in this Announcement, by means of a Takeover Offer), and where the
                                                context requires, any subsequent revision, variation, extension or renewal
                                                thereof
 "Announcement"                                 this announcement
 "Blocking Law"                                 (i) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996,
                                                as amended from time to time (or any law or regulation implementing such
                                                regulation in any member state of the European Union); or (ii) any provision
                                                of Council Regulation (EC) No 2271/1996 of 22 November 1996, as amended from
                                                time to time, as it forms part of domestic law of the United Kingdom by virtue
                                                of the European Union (Withdrawal) Act 2018
 "BofA Securities"                              Bank of America Europe DAC, Amsterdam Branch, together with its affiliate,
                                                Merrill Lynch International
 "Business Day"                                 a day, not being a public holiday, Saturday or Sunday, on which banks in
                                                London are open for normal business
 "Clean Team Agreement"                         the clean team agreement dated 10 April 2026 between Döhler Group SE and
                                                Treatt, as described in paragraph ‎11 of this Announcement
 "Closing Price"                                the closing price of a Treatt Share as derived from Bloomberg on any
                                                particular date
 "Code"                                         the City Code on Takeovers and Mergers issued by the Panel, as amended from
                                                time to time
 "Companies Act"                                the Companies Act 2006, as amended from time to time
 "Conditions"                                   the conditions of the Acquisition, as set out in ‎‎Part 1 of ‎Appendix 1
                                                to this Announcement and which will be set out in the Scheme Document
 "Confidentiality Agreement"                    the confidentiality agreement dated 5 April 2026 between Döhler Group SE and
                                                Treatt, as described in paragraph ‎11 of this Announcement
 "Confidentiality and Joint Defence Agreement"  the confidentiality and joint defence agreement dated 21 April 2026 between
                                                Döhler Group SE, Simmons & Simmons LLP, Treatt and Ashurst LLP, as
                                                described in paragraph ‎11 of this Announcement
 "Cooperation Agreement"                        the cooperation agreement dated 29 April 2026 between Döhler, Döhler Group
                                                SE and Treatt as described in paragraph ‎11 of this Announcement
 "Court"                                        the High Court of Justice of England and Wales
 "Court Meeting"                                the meeting or meetings of Treatt Shareholders to be convened by an order of
                                                the Court pursuant to section 896 of the Companies Act, notice of which will
                                                be set out in the Scheme Document, for the purposes of considering, and if
                                                thought fit, approving the Scheme (with or without amendment) and any
                                                adjournment, postponement or reconvention thereof
 "Court Order"                                  the order of the Court sanctioning the Scheme under section 899 of the
                                                Companies Act
 "Dealing Arrangement"                          an arrangement of the kind referred to in Note 11(a) in the definition of
                                                acting in concert in the Code
 "Dealing Disclosure"                           an announcement pursuant to Rule 8 of the Code containing details of dealings
                                                in relevant securities of a party to an Acquisition
 "Disclosed"                                    the information which has been fairly disclosed by or on behalf of Treatt: (a)
                                                in writing before the date of this Announcement to Döhler or Döhler's
                                                professional advisers (in their capacity as such in relation to the
                                                Acquisition); (b) in the Annual Report and Financial Statements of Treatt for
                                                the year ended 30 September 2025; (c) in this Announcement; or (d) in any
                                                other announcement made by Treatt via a Regulatory Information Service before
                                                the date of this Announcement
 "Döhler"                                       Döhler Finance Management B.V., a company incorporated in the Netherlands
                                                with registered number 69165009
 "Döhler Directors"                             the directors of Döhler as at the date of this Announcement or, where the
                                                context so requires, the directors of Döhler from time to time
 "Döhler Group"                                 Döhler Group SE and its subsidiary undertakings from time to time
 "Döhler Group SE"                              Döhler Group SE, a company incorporated in Germany with registered number HRB
                                                95005
 "DTRs"                                         the Disclosure Guidance and Transparency Rules of the FCA under FSMA and
                                                contained in the FCA's publication of the same name, as amended from time to
                                                time
 "Effective"                                    in the context of the Acquisition: (a) if the Acquisition is implemented by
                                                way of the Scheme, the Scheme having become effective pursuant to its terms;
                                                or (b) if the Acquisition is implemented by way of the Takeover Offer, the
                                                Takeover Offer having been declared or having become unconditional in
                                                accordance with the requirements of the Code
 "Effective Date"                               the date on which the Acquisition becomes Effective
 "Enlarged Group"                               the enlarged group following the Acquisition comprising the Döhler Group and
                                                the Treatt Group
 "Eurozone"                                     the member states of the European Union that have adopted the euro as their
                                                common currency and sole legal tender
 "Exchange Act"                                 the U.S. Securities Exchange Act of 1934, as amended from time to time, and
                                                the rules and regulations promulgated thereunder
 "Excluded Shares"                              any Treatt Shares:

                                                (i)      beneficially owned by Döhler Group SE or any other member of
                                                the Döhler Group; or

                                                (ii)      held by Treatt in treasury
 "FCA"                                          the Financial Conduct Authority or its successor from time to time
 "Final Dividend"                               the final dividend for the year ended 30 September 2025 of 3 pence per Treatt
                                                Share announced on 20 January 2026, to be paid on 13 May 2026 to Treatt
                                                Shareholders on the register as at the close of business on 7 April 2026
 "Forms of Proxy"                               the forms of proxy in connection with each of the Court Meeting and the
                                                General Meeting, which shall accompany the Scheme Document
 "FSMA"                                         the Financial Services and Markets Act 2000, as amended from time to time
 "General Meeting"                              the general meeting of Treatt Shareholders to be convened for the purpose of
                                                considering and, if thought fit, approving, the Resolution(s), notice of which
                                                shall be contained in the Scheme Document and any adjournment, postponement or
                                                reconvention thereof
 "HMRC"                                         HM Revenue and Customs
 "Independent Committee"                        the committee comprising the Independent Directors
 "Independent Directors"                        Manprit Randhawa, Sangita Shah, Shaun Smith, Christine Sisler, and Vijay
                                                Thakrar
 "Investec"                                     Investec Bank plc
 "Last Accounts Date"                           30 September 2025
 "London Stock Exchange"                        the London Stock Exchange plc or its successor
 "Long Stop Date"                               31 December 2026 or such later date (if any) as Döhler and Treatt may agree,
                                                with the consent of the Panel, and the Court may allow
 "Natara"                                       Natara Global Limited
 "Natara Offer"                                 as announced by the Treatt Board on 8 September 2025, a recommended cash offer
                                                from Natara for the entire issued and to be issued share capital of Treatt to
                                                be implemented by way of a scheme of arrangement
 "Offer Period"                                 the offer period (as defined by the Code) relating to Treatt, which commenced
                                                on the date of this Announcement
 "Opening Position Disclosure"                  an announcement pursuant to Rule 8 of the Code containing details on interests
                                                or short positions in, or rights to subscribe for, any relevant securities of
                                                a party to an Acquisition
 "Overseas Shareholders"                        shareholders who are resident in, ordinarily resident in, or citizens of,
                                                jurisdictions outside the United Kingdom
 "Panel"                                        the Panel on Takeovers and Mergers
 "Peel Hunt"                                    Peel Hunt LLP
 "PRA"                                          Prudential Regulation Authority
 "Registrar of Companies"                       the Registrar of Companies in England and Wales
 "Regulatory Conditions"                        the Conditions set out in paragraphs ‎3(A) to ‎3(D) of ‎Part 1 of
                                                ‎Appendix 1 to this Announcement
 "Regulatory Information Service"               any information service authorised from time to time by the FCA for the
                                                purpose of disseminating regulatory announcements
 "Relationship Agreement"                       the relationship agreement dated 19 January 2026 entered into between Treatt
                                                and Döhler
 "Relevant Authority"                           any central bank, ministry, governmental, quasi-governmental, supranational
                                                (including the European Union), statutory, regulatory or investigative body,
                                                authority or tribunal (including any national or supranational antitrust,
                                                competition or merger control authority, any sectoral ministry or regulator
                                                and any foreign investment review body), national, state, municipal or local
                                                government (including any subdivision, court, tribunal, administrative agency
                                                or commission or other authority thereof), any entity owned or controlled by
                                                them, any private body exercising any regulatory, taxing, importing or other
                                                authority, any trade agency, association, institution or professional or
                                                environmental body in any jurisdiction
 "relevant securities"                          shall be construed in accordance with the Code
 "Resolution(s)"                                the resolution(s) proposed to be passed at the General Meeting in connection
                                                with the implementation of the Scheme
 "Restricted Jurisdiction(s)"                   any jurisdiction where local laws or regulations may result in a significant
                                                risk of civil, regulatory or criminal exposure if information concerning the
                                                Acquisition is sent or made available to Treatt Shareholders in that
                                                jurisdiction
 "Sanction Hearing"                             the hearing of the Court at which Treatt will seek an order sanctioning the
                                                Scheme pursuant to Part 26 of the Companies Act
 "Scheme"                                       the proposed scheme of arrangement under Part 26 of the Companies Act between
                                                Treatt and the holders of the Scheme Shares in connection with the
                                                Acquisition, with or subject to any modification, addition or condition
                                                approved or imposed by the Court and agreed by Treatt and Döhler
 "Scheme Document"                              the document to be sent to Treatt Shareholders and persons with information
                                                rights containing, among other things, the Scheme, the full terms and
                                                conditions of the Scheme, notices of the Court Meeting and General Meeting and
                                                the Forms of Proxy
 "Scheme Record Time"                           the time and date to be specified in the Scheme Document, expected to be 6.00
                                                p.m. on the Business Day immediately after the Sanction Hearing
 "Scheme Shareholders"                          holders of Scheme Shares
 "Scheme Shares"                                Treatt Shares:

                                                (i)      in issue as at the date of the Scheme Document and which remain
                                                in issue at the Scheme Record Time;

                                                (ii)      (if any) issued after the date of the Scheme Document and
                                                before the Voting Record Time and which remain in issue at the Scheme Record
                                                Time; and

                                                (iii)     (if any) issued on or after the Voting Record Time and before
                                                the Scheme Record Time, either on terms that the original or any subsequent
                                                holders thereof shall be bound by the Scheme or in respect of which the
                                                holders thereof shall have agreed in writing to be bound by the Scheme, and
                                                which remain in issue at the Scheme Record Time,

                                                but in each case other than the Excluded Shares
 "SEC"                                          the United States Securities and Exchange Commission
 "Significant Interest"                         in relation to an undertaking, a direct or indirect interest of 20 per cent.
                                                or more of: (a) the total voting rights conferred by the equity share capital
                                                (as defined in section 548 of the Companies Act) of such undertaking; or (b)
                                                the relevant partnership interest
 "Takeover Offer"                               if (with the consent of the Panel), Döhler elects to effect the Acquisition
                                                by way of a takeover offer (as defined in Chapter 3 of Part 28 of the
                                                Companies Act), the offer to be made by or on behalf of Döhler to acquire the
                                                entire issued and to be issued ordinary share capital of Treatt not already
                                                owned by Döhler on the terms and subject to the conditions to be set out in
                                                the related offer document and, where the context permits, any subsequent
                                                revision, variation, extension or renewal of such takeover offer
 "Third Party"                                  has the meaning given in Condition ‎3(E) (Official authorisations,
                                                regulatory clearances and Third Party clearances) in ‎Appendix 1 to this
                                                Announcement
 "Treatt" or "the Company"                      Treatt PLC, a company incorporated in England and Wales with registered number
                                                01568937
 "Treatt Directors" or "Treatt Board"           the directors of Treatt as at the date of this Announcement or, where the
                                                context so requires, the directors of Treatt from time to time
 "Treatt Group"                                 Treatt and its subsidiary undertakings from time to time
 "Treatt LTIPs"                                 the 2014 Long Term Incentive Plan approved by Treatt Shareholders on 24
                                                February 2014, the 2019 Long Term Incentive Plan approved by Treatt
                                                Shareholders on 25 January 2019 and the 2024 Long Term Incentive Plan approved
                                                by Treatt Shareholders on 25 January 2024;
 "Treatt Share Plans"                           the: (a) 2014 Long Term Incentive Plan approved by shareholders on 24 February
                                                2014, (b) the 2019 Long Term Incentive Plan approved by shareholders on 25
                                                January 2019, (c) the 2024 Long Term Incentive Plan approved by shareholders
                                                on 25 January 2024, (d) the 2015 Save as You Earn Share Option Scheme approved
                                                by shareholders on 30 January 2015, (e) the 2015 U.S. Employee Stock Purchase
                                                Plan approved by the Treatt Board on 27 November 2014, (f) the Share Incentive
                                                Plan approved by shareholders on 24 February 2014, and (g) the Deferred Share
                                                Bonus Scheme approved by shareholders on 28 January 2022, each as amended from
                                                time to time
 "Treatt Shareholders"                          holders of Treatt Shares
 "Treatt Shares"                                the ordinary shares of 2 pence each in the capital of Treatt
 "UK" or "United Kingdom"                       United Kingdom of Great Britain and Northern Ireland
 "UK Listing Rules"                             the listing rules made under FSMA by the FCA and contained in the FCA's
                                                publication of the same name, as amended from time to time
 "UK Market Abuse Regulation"                   the Market Abuse Regulation (EU) No 596/2014 as it forms part of the laws of
                                                the United Kingdom from time to time
 "U.S." or "United States"                      the United States of America, its territories and possessions, any state of
                                                the United States and the District of Columbia
 "Voting Record Time"                           the time and date to be specified in the Scheme Document by reference to which
                                                entitlement to vote on the Scheme will be determined
 "Wider Döhler Group"                           the Döhler Group and associated undertakings and any other body corporate,
                                                partnership, joint venture or person in which the Döhler Group and all such
                                                undertakings (aggregating their interests) have a Significant Interest
                                                (excluding, for the avoidance of doubt, any member of the Wider Treatt Group)
 "Wider Treatt Group"                           the Treatt Group and associated undertakings and any other body corporate,
                                                partnership, joint venture or person in which Treatt and all such undertakings
                                                (aggregating their interests) have a Significant Interest
 "£" or "pence"                                 the lawful currency of the United Kingdom from time to time

 

In this Announcement: (a) "subsidiary", "subsidiary undertaking",
"undertaking" and "associated undertaking" have the respective meanings given
to them in the Companies Act; and (b) all times are London times, unless
otherwise stated.

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