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DISCLAIMER – IMPORTANT
This Offer to Purchase is important and requires your immediate attention. You should consult your investment dealer,
stockbroker, bank manager, lawyer or other professional advisor. This Offer to Purchase has not been filed with or reviewed by any federal,
state or foreign securities commission or regulatory authority, nor has any such commission or authority passed upon the accuracy or adequacy
of this Offer to Purchase. Any representation to the contrary is unlawful and may be a criminal offense.
THIS OFFER TO PURCHASE CONTAINS
CERTAIN IMPORTANT INFORMATION THAT SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFERS.
Dover Corporation (“Dover,” the “Company,” “us” or “we”) hereby offers, on the terms (including the Acceptance Priority Levels) and subject to
the conditions set forth in the Tender Offer Documents, to purchase for cash, subject to the Tender Cap (as defined below), the Notes set
forth in the table on the front cover of this Offer to Purchase (collectively, the “Notes,” and, each, a “Series” of Notes) from each
registered holder (each, a “Holder” and collectively, the “Holders”) of such Notes. This Offer to Purchase relates to four separate offers,
one for each Series of Notes set forth in the table on the front cover of this Offer to Purchase (each, an “Offer,” and, collectively,
the “Offers”). The Offers are open to all registered Holders of the Notes using a “waterfall” methodology under which we will accept Notes in
the order of their respective Acceptance Priority Levels, subject to a $225,000,000 cap on the aggregate Total Consideration payable for Notes
purchased in the Offers that we will be obligated to pay (the “Tender Cap”). For the avoidance of doubt, the Tender Cap for Notes purchased in
the Offers shall exclude the Accrued Coupon Payment. We describe below the operation of this “waterfall” methodology with respect to each
series of Notes, which we refer to as the “Acceptance Priority Procedures.” Additionally, we may increase the amount of Notes accepted for
payment in the Offer by no more than 2% of the outstanding Notes of the applicable Series, as further described in the Acceptance Priority
Procedures set forth below, without amending or extending the Offer, and may also increase or decrease the percentage of the Notes accepted
for payment in the Offer (including by more than 2% of the outstanding Notes of the applicable Series) by a press release or other public
announcement that is widely disseminated by no later than 9:00 a.m. (New York City time), on the third business day before the scheduled
Expiration Date.
The Offers are not conditioned upon the tender of any aggregate minimum principal amount of Notes of any Series
(subject to minimum denomination requirements as set forth in “The Offers—Procedures for Tendering Notes—Minimum Tender Denomination”),
and none of the Offers is conditioned on the consummation of any of the other Offers. See “The Offers—Conditions to the Offers.”
This Offer to Purchase and related documents do not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any
Notes in any jurisdictions or in any circumstances in which such offer or solicitation is unlawful.
By clicking on the “I AGREE” button, I
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