Forward-Looking Statements
This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. Generally, the words anticipate, estimate, expect, project, intend, plan, contemplate, predict,
forecast, likely, believe, target, will, could, would, should, potential, may and similar expressions or their negative, may, but
are not necessary to, identify forward-looking statements.
Such forward-looking statements, including those regarding the timing, consummation and
anticipated benefits of the transaction described herein, involve risks and uncertainties. Xylems and Evoquas experience and results may differ materially from the experience and results anticipated in such statements. The accuracy of
such statements is subject to a number of risks, uncertainties and assumptions including, but are not limited to, the following factors: the risk that the conditions to the closing of the transaction are not satisfied, including the risk that
required approvals of the transaction from the shareholders of Xylem or stockholders of Evoqua or from regulators are not obtained; litigation relating to the transaction; uncertainties as to the timing of the consummation of the transaction and the
ability of each party to consummate the transaction; risks that the proposed transaction disrupts the current plans or operations of Xylem or Evoqua; the ability of Xylem and Evoqua to retain and hire key personnel; competitive responses to the
proposed transaction; unexpected costs, charges or expenses resulting from the transaction; potential adverse reactions or changes to relationships with customers, suppliers, distributors and other business partners resulting from the announcement
or completion of the transaction; the combined companys ability to achieve the synergies expected from the transaction, as well as delays, challenges and expenses associated with integrating the combined companys existing businesses; the
impact of overall industry and general economic conditions, including inflation, interest rates and related monetary policy by governments in response to inflation; geopolitical events, including the war between Russia and Ukraine, and regulatory,
economic and other risks associated therewith; and continued uncertainty around the ongoing impacts of the COVID-19 pandemic, as well as broader macroeconomic conditions. Other factors that might cause such a
difference include those discussed in Xylems and Evoquas filings with the Securities and Exchange Commission (the SEC), which include their Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K, and in the definitive joint proxy statement/prospectus filed in connection with the proposed transaction. For more
information, see the section entitled Risk Factors and the forward-looking statements disclosure contained in Xylems and Evoquas Annual Reports on Form 10-K and in other filings. The
forward-looking statements included in this communication are made only as of the date hereof and, except as required by federal securities laws and rules and regulations of the SEC, Xylem and Evoqua undertake no obligation to publicly update or
revise any forward-looking statements, whether as a result of new information, future events or otherwise.