Rejection of Sulzer Proposal

Bodycote International PLC 02 March 2007 NOT FOR RELEASE PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN For immediate release 2 March 2007 Bodycote International plc ('Bodycote' or the 'Group') Rejection of Sulzer AG ('Sulzer') proposal for Bodycote Bodycote notes the announcement today by Sulzer in relation to a possible cash offer for the Group at 325 pence per share and confirms that such a proposal has been received and rejected by the Board. The Chairman, Chief Executive and Group Finance Director of Bodycote met with the Chairman, Chief Executive and Chief Executive designate of Sulzer at their request on 12 February 2007 and received a letter detailing their initial proposal following that meeting. The Board of Bodycote, which is being advised by Lehman Brothers and Credit Suisse, has considered their latest proposal. The Board believes that the unsolicited, conditional and unwelcome proposal as announced significantly undervalues the Group and its prospects and therefore has been rejected. The Board firmly believes that the current strategy of the Group and the proven record of its management will result in continued delivery of growth and excellent returns to shareholders. The Board believes it has an attractive future as an independent company and will continue to focus on enhancing returns to its shareholders. The Board urges shareholders to take no action in respect of their shareholdings and not to sell their shares in the market. In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, Bodycote confirms that its current issued share capital comprises 322,170,735 ordinary shares of 10 pence each. The International Securities Identification Number for Bodycote's ordinary shares is GB0006895626 Enquiries: Bodycote International plc 01625 505 300 John Hubbard David Landless Lehman Brothers 0207 102 1000 Anthony Fry Stuart Upcraft Credit Suisse 0207 888 8888 Piers de Montfort Andrew Dench Financial Dynamics 020 7831 3113 Jon Simmons Andrew Dowler Lehman Brothers International (Europe), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as lead financial adviser and joint corporate broker to Bodycote and no one else in connection with the possible offer referred to in this announcement and will not be responsible to anyone other than Bodycote for providing the protections afforded to clients of Lehman Brothers International (Europe) nor for providing advice in relation to this announcement or any matter referred to herein. Credit Suisse Securities (Europe) Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser and joint corporate broker to Bodycote and no one else in connection with the possible offer referred to in this announcement and will not be responsible to anyone other than Bodycote for providing the protections afforded to clients of Credit Suisse Securities (Europe) Limited nor for providing advice in relation to this announcement or any matter referred to herein. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, ' interested' (directly or indirectly) in 1% or more of any class of 'relevant securities' of Bodycote, all 'dealings' in any 'relevant securities' of that company (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of Bodycote, they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant securities' of Bodycote by Sulzer or Bodycote, or by any of their respective ' associates', must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk. 'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, you should consult the Panel. . This information is provided by RNS The company news service from the London Stock Exchange

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