Osmosis Buyer Limited entered into a Share Purchase Agreement to acquire Carbon Luxembourg S.à R.l. from Primo Water Corporation (TSX:PRMW) on November 2, 2023. The transaction is valued at approximately $580 million. The payments made are so far as possible, be made by way of adjustment to the Consideration for the sale and purchase of the Shares. Any payments pursuant to this Agreement shall be made in full, without any set off, counterclaim, restriction or condition and without any deduction or withholding. Any payments pursuant to this Agreement shall be made by electronic transfer in immediately available cleared funds on the due date for payment. Confirmation that the amount due has been received by the transferee bank shall constitute a good discharge of the relevant payment obligation. The transaction is not subject to any financing condition. The transaction is subject to customary locked box adjustments. The obligations of Primo Water and the Osmosis Buyer to complete the sale and purchase of the Shares are in all respects conditional on the satisfaction of the following matters; the Reorganization having been completed in accordance with the Reorganization Plan and the Primo Water having delivered to the Osmosis Buyer in a written statement, prepared in good faith and duly executed by the Primo confirming that the Reorganization has been so completed; subject to satisfaction or waiver of certain conditions to closing including regulatory approvals, approval of the transaction by the Polish Office of Competition to be provided its approval, consent, clearance, permission, authorization or confirmation of no-jurisdiction in respect of the Transaction or any appropriate waiting periods having expired, lapsed or been terminated. The Primo Water Corporation and the Osmosis Buyer may at any time jointly waive in whole or in part and conditionally or unconditionally the Conditions by written agreement. If the Conditions are not satisfied or waived by 5.00 p.m. on the Long Stop Date each of the Purchaser or the Seller may, in its sole discretion, terminate this Agreement, and neither the Seller nor the Purchaser shall have any claim against the other under it, save for any claim arising from breach of any obligation contained in Clause 4.2 and/or under the Surviving Clauses. The transaction is expected to be completed by year end. BMO Capital Markets Corp. is acting as exclusive financial advisor and White & Case LLP is serving as legal advisors to Primo Water Corporation (TSX:PRMW), Freshfields Bruckhaus Deringer LLP acted as advisor to Osmosis.

Osmosis Buyer Limited completed the acquisition of Carbon Luxembourg S.à R.l. from Primo Water Corporation (TSX:PRMW) for approximately $580 million on December 29, 2023. The consideration was paid in all-cash transaction. The newly combined businesses in Europe will be led by Culligan EMEA Chief Executive Officer Jeremy Ben-David. Primo Water also announced that Robbert Rietbroek joined Primo Water as its Chief Executive Officer ("CEO") on January 1, 2024. Rietbroek was also appointed to serve as a director on Primo Water's Board of Directors. As part of commencement of Robbert Rietbroek?s service, the Company issued its previously announced inducement equity award to Mr. Rietbroek. The award was made pursuant to the Company?s previously disclosed offer letter agreement with Mr. Rietbroek, and as a material inducement to his joining Primo Water as CEO and a member of the Board. The Transaction excluded the Aimia Foods, United Kingdom, Portugal, and Israel businesses, but each of these will be sold across 2024. The inducement award is comprised of 232,558 restricted share units (?RSUs?) and is being made outside Primo Water?s existing equity incentive plans, but subject to the same terms and conditions as if granted under the Primo Water Corporation 2018 Equity Incentive Plan, as amended. Each RSU will entitle Mr. Rietbroek to receive one Primo Water common share for each RSU that vests.