RECOMMENDED CASH AND SHARE COMBINATION OF DOWLAIS GROUP PLC ("DOWLAIS") WITH AMERICAN AXLE & MANUFACTURING HOLDINGS, INC. ("AAM")

Core Viewpoint - The expiration of the waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act marks a positive development for the proposed combination of Dowlais and AAM, with expectations for the deal to close in the fourth quarter of 2025, pending other regulatory approvals [1][2]. Group 1: Combination Details - The expiration of the waiting period under the HSR Act satisfies one of the conditions necessary for closing the combination [2]. - The combination is anticipated to close in the fourth quarter of 2025, subject to the fulfillment of remaining conditions outlined in the Rule 2.7 announcement [2]. Group 2: Advisory and Legal Support - Allen Overy Shearman Sterling LLP is serving as the legal adviser to AAM, while Slaughter and May is advising Dowlais [4]. - Cravath, Swaine & Moore LLP is acting as U.S. legal adviser to Dowlais, and Rothschild & Co is exclusively advising Dowlais [4][8]. Group 3: Shareholder Communication - Dowlais will prepare a Scheme Document to be distributed to its shareholders, urging them to read it in full for important information regarding the combination [12]. - The announcement is intended for informational purposes and does not constitute an offer or invitation to purchase securities [11][30].