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Cautionary
Statement Cautionary Statements Regarding Forward-Looking Information This
communication contains certain statements relating to future events and our
intentions, beliefs, expectations and predictions for the future which are
forward-looking statements as that term is defined in the Private Securities
Litigation Reform Act of 1995. Words or phrases such as will likely result,
are expected to, will continue, is anticipated, we believe, we
expect, estimate, project, may, will, intend, plan, believe,
target, forecast (including the negative or variations thereof) or
similar terminology used in connection with any discussion of future plans,
actions or events generally identify forward-looking statements. These
forward-looking statements include, but are not limited to, statements
regarding benefits of the merger, integration plans and expected synergies,
the expected timing of completion of the merger, and anticipated future
financial and operating performance and results, including estimates for
growth. These statements are based on the current expectations of management
of Ecolab and Nalco, as applicable. There are a number of risks and
uncertainties that could cause actual results to differ materially from the
forward-looking statements included in this communication. These risks and
uncertainties include (i) the risk that the stockholders of Nalco may not
adopt the merger agreement, (ii) the risk that the stockholders of Ecolab may
not approve the issuance of Ecolab common stock to Nalco stockholders in the
merger, (iii) the risk that the companies may be unable to obtain regulatory
approvals required for the merger, or that required regulatory approvals may
delay the merger or result in the imposition of conditions that could have a
material adverse effect on the combined company or cause the companies to
abandon the merger, (iv) the risk that the conditions to the closing of the
merger may not be satisfied, (v) the risk that a material adverse change,
event or occurrence may affect Ecolab or Nalco prior to the closing of the
merger and may delay the merger or cause the companies to abandon the merger,
(vi) the risk that an unsolicited offer by another company to acquire shares
or assets of Ecolab or Nalco could interfere with or prevent the merger,
(vii) problems that may arise in successfully integrating the businesses of
the companies, which may result in the combined company not operating as
effectively and efficiently as expected, (viii) the possibility that the
merger may involve unexpected costs, unexpected liabilities or unexpected
delays, (ix) the risk that the credit ratings of the combined company or its
subsidiaries may be different from what the companies currently expect, (x)
the risk that the businesses of the companies may suffer as a result of
uncertainty surrounding the merger and (xi) the risk that disruptions from
the transaction will harm relationships with customers, employees and
suppliers. Other unknown or unpredictable factors could also have material
adverse effects on future results, performance or achievements of Ecolab,
Nalco and the combined company. For a further discussion of these and other
risks and uncertainties applicable to the respective businesses of Ecolab and
Nalco, see the Annual Reports on Form 10-K of Ecolab and Nalco for the fiscal
year ended December 31, 2010 and the companies other public filings with the
Securities and Exchange Commission (the SEC). These risks, as well as other
risks associated with the merger, are more fully discussed in the joint proxy
statement/prospectus included in the Registration Statement on Form S-4 that
Ecolab has filed with the SEC in connection with the merger, which was
declared effective by the SEC on October 28, 2011. On or about October 31,
2011, Nalco and Ecolab began mailing the definitive joint proxy
statement/prospectus to stockholders of record as of the close of business on
October 11, 2011. In light of these risks, uncertainties, assumptions and
factors, the forward-looking events discussed in this communication may not
occur. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
communication. Neither Ecolab nor Nalco undertakes, and each of them
expressly disclaims, any duty to update any forward-looking statement whether
as a result of new information, future events or changes in their respective
expectations, except as required by law. 2
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