Honeywell International Inc 19 December 2005 Not for release, publication or distribution in or into Australia, Canada, Japan or the United States or any other jurisdiction where it would be unlawful to do so FOR IMMEDIATE RELEASE December 19, 2005 RECOMMENDED CASH OFFER BY HONEYWELL FOR FIRST TECHNOLOGY ADDITIONAL IRREVOCABLE UNDERTAKING Further to the announcement ("Announcement") made this morning of the recommended cash offer to be made by UBS Investment Bank on behalf on Honeywell for First Technology, Honeywell announces that it has received an additional irrevocable undertaking to accept the Offer. The additional irrevocable undertaking is from UBS Global Asset Management (UK) Limited and relates to 4,731,274 First Technology Shares, representing approximately 6.3 per cent. of the issued share capital of First Technology ("UBS Irrevocable"). The UBS Irrevocable will cease to be binding if the Offer lapses or is withdrawn, if the Offer Document is not posted within 30 days of such undertaking or in the event of an announcement of a competing offer representing at least a 5 per cent. premium to the value of the Offer and which is not at least matched by Honeywell. Accordingly, aggregating the UBS Irrevocable with the other irrevocable undertakings to accept the Offer already obtained by Honeywell as disclosed in the Announcement, Honeywell has now received irrevocable undertakings to accept the Offer from the holders of a total of 30,033,409 First Technology Shares representing approximately 39.8 per cent. of First Technology's issued share capital. Details of all irrevocable undertakings to accept the Offer now obtained by Honeywell are set out in the appendix to this announcement. Defined terms in the Announcement have the same meanings when used in this announcement and in the attached appendix, save where the context otherwise requires. Enquiries Honeywell Tel: +32 2 728-2588 Elma Peters UBS Tel: +44 (0) 20 7567-8000 (Financial adviser and broker to Honeywell) Aidan Clegg Hugo Robinson Citigate Dewe Rogerson Tel: +44 (0) 20 7282-2920 (Public relations adviser to Honeywell) Sarah Gestestner UBS is acting for Honeywell in connection with the Offer and no one else and will not be responsible to anyone other than Honeywell for providing the protections afforded to customers of UBS or for providing advice in relation to the Offer. This announcement does not constitute an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to buy or subscribe for any securities pursuant to the Offer or otherwise. The Offer will be made solely by the Offer Document and the Form of Acceptance accompanying the Offer Document, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. The laws of the relevant jurisdictions may affect the availability of the Offer to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe, any applicable requirements. Any person (including nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Offer Document and the Form of Acceptance or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. The Offer will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, Australia, Canada, Japan or the United States, and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within Australia, Canada, Japan or the United States. Accordingly, copies of this announcement and formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed in or into or from Australia, Canada, Japan or the United States and persons receiving this announcement (including custodians, nominees and trustees) must not distribute or send it into or from Australia, Canada, Japan or the United States. Doing so may render invalid any related purported acceptance of the Offer. These press-related materials are not an extension of the Offer in the US. In the event that Honeywell extends the Offer in the US at some future time, it will do so in satisfaction of the procedural and filing requirements of the US securities laws at that time, to the extent applicable thereto. APPENDIX Irrevocable undertakings Honeywell has received irrevocable undertakings to accept the Offer from the following First Technology Shareholders: (a) the directors of First Technology, in respect of 333,215 First Technology Shares, in aggregate, representing approximately 0.4 per cent. of the issued share capital of First Technology; and (b) Aberforth Partners LLP, Artemis Investment Management Limited, Jupiter Asset Management Limited, Morley Fund Management Limited, Sterling Investment Group Limited and UBS Global Asset Management (UK) Limited in respect of 29,700,194 First Technology Shares, in aggregate, representing approximately 39.4 per cent. of the issued share capital of First Technology. The irrevocable undertakings provided by Bruce D Atkinson relating to 82,073 First Technology Shares, representing approximately 0.109 per cent. of the issued share capital of First Technology, Patrick Burgess relating to 7,500 First Technology Shares, representing approximately 0.010 per cent. of the issued share capital of First Technology, Oliver G Burns relating to 5,500 First Technology Shares, representing approximately 0.007 per cent. of the issued share capital of First Technology, Michael G Firth relating to 3,550 First Technology Shares, representing approximately 0.005 per cent. of the issued share capital of First Technology, Cody Z Slater relating to 15,000 First Technology Shares, representing approximately 0.020 per cent. of the issued share capital of First Technology, Dr Frederick J Westlake relating to 15,000 First Technology Shares, representing approximately 0.020 per cent. of the issued share capital of First Technology, Ralph R Whitney Jr. relating to 121,877 First Technology Shares, representing approximately 0.162 per cent. of the issued share capital of First Technology, and Jeff G Wood relating to 82,715 First Technology Shares, representing approximately 0.110 per cent. of the issued share capital of First Technology, First Technology will cease to be binding only if the Offer lapses or is withdrawn and will remain binding if a higher competing offer is made for First Technology. The irrevocable undertaking provided by Aberforth Partners LLP relating to 7,618,101 First Technology Shares, representing approximately 10.1 per cent. of the issued share capital of First Technology, will cease to be binding if the Offer Document is not posted within 28 days of this announcement or in the event of an announcement of a competing offer representing at least a 10 per cent. premium to the value of the Offer. The irrevocable undertaking provided by Morley Fund Management Limited relating to 7,480,957 First Technology Shares, representing approximately 9.9 per cent. of the issued share capital of First Technology, will cease to be binding if the Offer lapses or is withdrawn, if the Offer Document is not posted within 28 days of this announcement or in the event of an announcement of a competing offer representing at least a 5 per cent. premium to the value of the Offer. The irrevocable undertaking provided by Sterling Investment Group Limited relating to 3,496,708 First Technology Shares, representing approximately 4.6 per cent. of the issued share capital of First Technology, will cease to be binding if the Offer lapses or is withdrawn, if the Offer Document is not posted within 30 days of such undertaking or in the event of an announcement of a competing offer representing at least a 10 per cent. premium to the value of the Offer and which is not at least matched by Honeywell. The irrevocable undertakings provided by Artemis Investment Management Limited relating to 3,398,754 First Technology Shares, representing approximately 4.5 per cent. of the issued share capital of First Technology, and Jupiter Asset Management Limited relating to 2,974,400 First Technology shares, representing approximately 3.9 per cent. of the issued share capital of First Technology, will cease to be binding if the Offer lapses or is withdrawn, if the Offer Document is not posted within 30 days of the date of such undertakings or in the event of an announcement of a competing offer representing at least a 10 per cent. premium to the value of the Offer and which is not at least matched by Honeywell. The irrevocable undertaking provided by UBS Global Asset Management (UK) Limited will cease to be binding if the Offer lapses or is withdrawn, if the Offer Document is not posted within 30 days of such undertaking or in the event of an announcement of a competing offer representing at least a 5 per cent. premium to the value of the Offer and which is not at least matched by Honeywell. -END - This information is provided by RNS The company news service from the London Stock Exchange