PENTAIR plc — M&A Activity 2012

Jul 20, 2012

Filed by Pentair, Inc.

pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

of the Securities Exchange Act of 1934

Subject Company: Pentair, Inc.

Registration Number: 333-181250

On July 20, 2012, Pentair, Inc. began to make the following available to all of its employees: (1) The New Pentair Story slide deck, (2) Integration & Standardization Team (IST) Planning Update and (3) video of Randall J. Hogan.

CORPORATE PENTAIR AND TYCO FLOW CONTROL MERGER THE NEW PENTAIR STORY FOR INTERNAL USE ONLY - DO NOT DISTRIBUTE EXTERNALLY CORPORATE July 2012

PENTAIR THE NEW PENTAIR STORY 2 2 THE NEW PENTAIR STORY AN EXCITING MOMENT FOR US “We are creating an even stronger company with the scale to capitalize on further growth opportunities and the ability to better serve our global customers...” – Randy Hogan, Chairman and CEO

PENTAIR THE NEW PENTAIR STORY THE NEW PENTAIR STORY 3 A HERITAGE OF SUCCESS

PENTAIR THE NEW PENTAIR STORY OUR VISION To be a diversified industrial growth company a global enterprise and responsible citizen known for operational excellence, innovation , top talent and growth through serving customers well PENTAIR THE NEW PENTAIR STORY 4

PENTAIR THE NEW PENTAIR STORY THE NEW PENTAIR STORY 5 CLEAR VISION, CONSISTENT STRATEGY We deliver on our priorities by • Investing in innovative technology and application expertise • Innovating around scarcity, energy efficiency and sustainability • Continuing to build scale in fast growth regions • Taking Pentair’s Integrated Management System (PIMS) to the next level THE NEW PENTAIR STORY 5 STRATEGIC PRIORITIES: Innovation Operating Excellence Global Growth

PENTAIR THE NEW PENTAIR STORY BOTH COMPANIES HAVE SIMILAR VALUES 6 THE NEW PENTAIR STORY Win Right. EXCELLENCE • Higher performance; rewards for results • Clear goals; engaged leadership ACCOUNTABILITY • Accountability TEAMWORK • Respect for the individual and the environment • Candor; pragmatic, open style • Speed INTEGRITY • Absolute integrity

PENTAIR THE NEW PENTAIR STORY BETTER TOGETHER THE NEW PENTAIR STORY 7 MORE GLOBAL, MORE DIVERSE, MORE OPPORTUNITIES POSITIONED TO LEAD IN FAST GROWTH MARKETS SOLUTIONS FOCUSED A Global Leader In Water Flow and Filtration Applications A Global Leader In Equipment Protection Solutions An Emerging Presence In Industrial Fluid Procession Solutions A Disciplined and Efficient Organization Financially Strong Building a Global Presence Strong Regional Leader In Water and Environmental Solutions A Global Leader In Industrial Heat Management Solutions A Global Leader In Industrial Valves and Controls A Disciplined and Efficient Organization Financially Strong Broad Global Reach

PENTAIR THE NEW PENTAIR STORY MORE GLOBAL, MORE DIVERSE, MORE OPPORTUNITIES 8 PENTAIR 8 THE NEW PENTAIR STORY 90+ SERVICE CENTERS 30,000 EMPLOYEES 100+ MANUFACTURING FACILITIES

PENTAIR THE NEW PENTAIR STORY POSITIONED TO LEAD IN FAST GROWTH MARKETS THE NEW PENTAIR STORY 9 4+ billion reaching middle class globally Increased needs and wants of developing countries Desire for a higher quality of life HAS CREATED NEW OPPORTUNITIES Together, we will be better able to serve a diverse set of customers Driving infrastructure, energy and water demands A GROWING POPULATION WITH INCREASING WEALTH

PENTAIR THE NEW PENTAIR STORY DELIVERED BY EIGHT GBU’S THE NEW PENTAIR STORY 10 Valves & Controls Flow Technologies Process Technologies Aquatic Systems Water & Environmental Systems Water Purification Technical Products Thermal Controls

PENTAIR THE NEW PENTAIR STORY IMMEDIATE OPPORTUNITIES TO WIN THE NEW PENTAIR STORY 11 CROSS-SELLING AND DISTRIBUTION OPPORTUNITIES ACROSS THE NEW PENTAIR Within Pentair and through our combined channels: Protective Enclosures, Thermal, Valves and Controls, Process Technologies, Water Purification, Flow Technologies, Water and Environmental Systems and Aquatic Systems EXPANDED SERVICE CAPABILITIES TO MORE FREQUENTLY ENGAGE WITH CUSTOMERS Tyco Flow Control’s 90+ service centers and 1,100+ service technicians provide the foundation for future growth and expanded service capabilities GREATER PRESENCE IN FAST GROWTH REGIONS Stronger global footprint and product offerings to better serve emerging markets TECHNOLOGY INNOVATION AND CUSTOMER REACH SYNERGIES Pentair’s filtration and flow technology with Tyco Flow Control’s global and customer reach Tyco Flow Control’s valves, controls and thermal technology with Pentair’s channel and customer reach

PENTAIR THE NEW PENTAIR STORY STRONGER IN THE FUTURE THE NEW PENTAIR STORY 12 Enhanced financial strength Strong balance sheet for growth Diverse businesses for less cyclical performance A dynamic new organization to foster innovation and collaboration Sophisticated systems Stronger, more global R&D model Increased opportunities for employees to learn and grow Tremendous global opportunities Commitment to your development

PENTAIR THE NEW PENTAIR STORY WHERE WE ARE IN THE JOURNEY PENTAIR AND TYCO FLOW CONTROL MERGER ANNOUNCED An estimated $8 billion global company with the resources, capabilities and financial strength to be leader in the market THE NEW PENTAIR STORY 13 Be Excited about the Future; Focus Your Current Commitments FOCUSED INTEGRATION PLANNING IS ALREADY UNDERWAY Already implemented a world-class integration process with a dedicated team focused on three key objectives: – Ensuring business continuity for Day One – Position the new Pentair for growth and operating efficiency – Implement PIMS and continue to improve processes MERGER ANTICIPATED TO CLOSE BY END OF SEPTEMBER 2012 Pending key approvals, New Pentair will be open for business by this fall!

PENTAIR THE NEW PENTAIR STORY WIN RIGHT! 14 This exciting combination creates opportunities for all of us we will begin to prepare while balancing our current commitments to our customers PENTAIR THE NEW PENTAIR STORY

PENTAIR THE NEW PENTAIR STORY FORWARD-LOOKING STATEMENTS Caution Concerning Forward-Looking Statements This communication may contain certain statements about Pentair, Inc. (“Pentair”), Tyco Flow Control International Ltd. (“Tyco Flow”) and Tyco International Ltd. (“Tyco”) that are “forward- looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. The forward-looking statements contained in this press release may include statements about the expected effects on Pentair, Tyco Flow and Tyco of the proposed merger of Pentair and Tyco Flow (the “Merger”), the anticipated timing and benefits of the Merger, Pentair’s and Tyco Flow’s anticipated standalone or combined financial results and all other statements in this document other than historical facts. Without limitation, any statements preceded or followed by or that include the words “targets”, “plans”, “believes”, “expects”, “intends”, “will”, “likely”, “may”, “anticipates”, “estimates”, “projects”, “should”, “would”, “expect”, “positioned”, “strategy”, “future” or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. These statements are based on the current expectations of the management of Pentair, Tyco Flow and Tyco (as the case may be) and are subject to uncertainty and changes in circumstances and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. In addition, these statements are based on a number of assumptions that are subject to change. Such risks, uncertainties and assumptions include: the satisfaction of the conditions to the Merger and other risks related to the completion of the Merger and actions related thereto; Pentair’s and Tyco’s ability to complete the Merger on anticipated terms and schedule, including the ability to obtain shareholder or regulatory approvals of the Merger and related transactions; risks relating to any unforeseen liabilities of Pentair or Tyco Flow; future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, losses and future prospects; business and management strategies and the expansion and growth of Pentair's or Tyco Flow’s operations; Pentair’s and Tyco Flow’s ability to integrate successfully after the Merger and achieve anticipated synergies; the effects of government regulation on Pentair’s or Tyco Flow’s businesses; the risk that disruptions from the transaction will harm Pentair’s or Tyco Flow’s business; Pentair’s, Tyco Flow’s and Tyco’s plans, objectives, expectations and intentions generally; and other factors detailed in Pentair’s and Tyco’s reports filed with the U.S. Securities and Exchange Commission (the “SEC”), including their Annual Reports on Form 10-K under the caption “Risk Factors”. Forward-looking statements included herein are made as of the date hereof, and none of Pentair, Tyco Flow or Tyco undertakes any obligation to update publicly such statements to reflect subsequent events or circumstances. Additional Information The Merger will be submitted to a vote of Pentair shareholders and the proposed distribution of Tyco Flow to Tyco shareholders (the “Distribution”) will be submitted to a vote of Tyco shareholders. On May 8, 2012, Tyco Flow filed with the SEC a registration statement on Form S-4 containing a preliminary proxy statement/prospectus regarding the Merger. On May 8, 2012, Tyco Flow filed with the SEC a registration statement on Form S-1 containing a preliminary prospectus and Tyco filed with the SEC a preliminary proxy statement regarding the Distribution. The preliminary proxy statement/prospectus regarding the Merger, the preliminary prospectus regarding the Distribution and the Tyco preliminary proxy statement are available free of charge on the SEC’s website at www.sec.gov. Pentair plans to file with the SEC and mail to its shareholders a definitive proxy statement regarding the Merger and Tyco plans to file with the SEC and mail to its shareholders a definitive proxy statement regarding the Distribution. Shareholders are urged to read the Form S-4 containing the preliminary proxy statement/prospectus, the Form S-1 containing the preliminary prospectus and the Tyco preliminary proxy statement, which are available now, and the Form S-4 containing the definitive proxy statement/prospectus regarding the Merger, the Form S-1 containing the definitive prospectus regarding the Distribution and the Tyco definitive proxy statement and any other relevant documents when they become available, because they will contain important information about Pentair, Tyco and Tyco Flow and the proposed transactions. The definitive proxy statement/prospectus relating to the Merger, the definitive prospectus relating to the Distribution, the Tyco definitive proxy statement and other documents relating to the proposed transaction (when they are available) can be obtained free of charge from the SEC's website at www.sec.gov. These documents (when they are available) can also be obtained free of charge from Pentair upon written request to Investor Relations Department, Pentair, Inc., 5500 Wayzata Blvd., Suite 800, Minneapolis, MN, 55416, or by calling (763) 545-1730 or from Tyco or Tyco Flow upon written request to Investor Relations Department, Tyco International Ltd., 9 Roszel Road, Princeton, NJ, 08540, or by calling (609) 720-4200. Participants in the Solicitation Pentair and Tyco and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the proposed transaction under the rules of the SEC. Information about the directors and executive officers of Pentair may be found in its Annual Report on Form 10-K for the year ended December 31, 2011 filed with the SEC on February 21, 2012, the definitive proxy statement relating to its 2012 annual meeting of shareholders filed with the SEC on March 9, 2012 and Tyco Flow’s registration statement on Form S-4 containing the preliminary proxy statement/prospectus relating to the Merger, which was filed with the SEC on May 8, 2012. Information about the directors and executive officers of Tyco may be found in its Annual Report on Form 10-K for the year ended September 30, 2011 filed with the SEC on November 16, 2011, the definitive proxy statement relating to its 2012 annual general meeting of shareholders filed with the SEC on January 13, 2012 and Tyco’s preliminary proxy statement, which was filed with the SEC on May 8, 2012. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of these participants will also be included in the definitive proxy statements when it becomes available.

MEMORANDUM

DATE:	June 1, 2012
TO:	Pentair and Tyco Flow Control Employees
FROM:	Todd Gleason, President – Integration & Standardization
SUBJECT:	Integration & Standardization Team (IST) Update

A little over a month ago, Chairman and CEO Randy Hogan announced the formation of the Integration & Standardization Team (IST) for the upcoming merger of the Pentair and Tyco Flow Control businesses. Since that announcement, a significant amount of progress has occurred. This is the first in a regular series of communications you will receive in order to keep you informed of the progress.

While certain integration activities began immediately, the bulk of the effort started a few weeks after the initial March 28 th announcement. Over the past six weeks we assembled the IST teams (see page 2), began initial planning activities and held a three day “IST Leadership Kick-off Event” in Minneapolis on May 16 th – 18 th . This kick-off event was attended by approximately 80 leaders from both companies as we sought to create awareness and alignment with respect to critical IST objectives – which are outlined below:

1) Day One Readiness: First and foremost we must make certain that on “Day One” our businesses are not disrupted. Business continuity is critical for our customers, our shareholders and of course for you – our employees.

2) Cost & Growth Synergies: Our goal is to achieve significant cost and growth synergies by 2015. A large portion of the expected savings should result from combining corporate structures and securing tax synergies. After the merger, we will also drive sourcing redundancy and productivity savings in every function. Additionally, as we combine the two companies, we will evaluate potential revenue growth opportunities that should result from things like increased business scale and cross-selling opportunities.

3) Standardization: Last but not least, we will be driving standardization across the combined organization using the Pentair Integrated Management System (PIMS) as a foundation. We will discuss PIMS in more detail in future communications. That said, as we plan standardization activities we also look forward to bolstering PIMS with some of Tyco Flow Control’s leading processes. And, for business processes not incorporated in PIMS, we will be looking for the “best practices” across both companies to ensure those are being adopted quickly.

To manage our pursuit of these objectives, we assembled a team of talented business leaders and incorporated a strong governance model, as follows:

• Steering Committee: Provides oversight and ultimate governance of the integration and standardization efforts. The steering committee comprises executive leadership from Pentair and Tyco Flow Control.

• Randy Hogan, Pentair Chairman and CEO

• Mike Schrock, Pentair President and COO

• John Stauch, Pentair Executive Vice President & CFO

• Fred Koury, Pentair, Senior Vice President, Human Resources

• Angela Lageson, Pentair Senior Vice President, General Counsel and Secretary

• Patrick Decker, Tyco Flow Control President

• IST Program Management: Provides key leadership of IST resources and activities, ensuring we stay within budget and driving performance toward our objectives.

• Todd Gleason, Pentair President of Integration & Standardization

• Lee Amram, Tyco Vice President, Mergers & Acquisitions and IST Liaison

• Lexy Wikenheiser, Pentair Vice President, IST Finance

• JoAnn Malz, Pentair Director, IST Program Management

• Eric Dettmer, Pentair Vice President, IST Human Resources

• Marybeth Thorsgaard, Pentair Vice President of Communications

• IST Key Functional Leadership: Drives activities specific to key functional areas and leads the “sub-functions” within each. Each Pentair functional lead has a counterpart at Tyco Flow Control.

Function	Pentair Functional Lead
Finance	Tony Sellers
Accounting	Randy Wacker
IT	Paul Samadani
Legal	Jason Stokes
Human Resources	Eric Dettmer
Ops, Sourcing & Facilities	Tom Pettit
Tax	Julie Flaherty
Treasury	Terri Scherber
Risk Management	Tom Gratz
Growth	Jerome Pedretti
Communications	Marybeth Thorsgaard
Engineering	Phil Rolchigo

In all there are approximately 50 people that are (or will be) heavily involved in key IST processes. You may be wondering “what role do I play in this process?” At times, you may be asked to assist or participate in integration and standardization activities. If you are, we would appreciate you helping to champion this effort by cooperating with the request or work that is needed. Please keep in mind, however, that actual integration will not begin until after closing, and prior to closing Pentair and Tyco Flow Control must continue to operate as separate businesses and to compete independently of the other.

We look forward to providing regular, timely updates so that you understand how the merger activities impact your businesses and functions.

Thank you for your support.

C AUTION C ONCERNING F ORWARD -L OOKING S TATEMENTS

T HIS COMMUNICATION MAY CONTAIN CERTAIN STATEMENTS ABOUT P ENTAIR , I NC . (“P ENTAIR ”), T YCO F LOW C ONTROL I NTERNATIONAL L TD . (“T YCO F LOW ”) AND T YCO I NTERNATIONAL L TD . (“T YCO ”) THAT ARE “ FORWARD - LOOKING STATEMENTS ” WITHIN THE MEANING OF THE U.S. P RIVATE S ECURITIES L ITIGATION R EFORM A CT OF 1995. T HE FORWARD - LOOKING STATEMENTS CONTAINED IN THIS PRESS RELEASE MAY INCLUDE STATEMENTS ABOUT THE EXPECTED EFFECTS ON P ENTAIR , T YCO F LOW AND T YCO OF THE PROPOSED MERGER OF P ENTAIR AND T YCO F LOW ( THE “M ERGER ”), THE ANTICIPATED TIMING AND BENEFITS OF THE M ERGER , P ENTAIR ’ S AND T YCO F LOW ’ S ANTICIPATED STANDALONE OR COMBINED FINANCIAL RESULTS AND ALL OTHER STATEMENTS IN THIS DOCUMENT OTHER THAN HISTORICAL FACTS . W ITHOUT LIMITATION , ANY STATEMENTS PRECEDED OR FOLLOWED BY OR THAT INCLUDE THE WORDS “ TARGETS ”, “ PLANS ”, “ BELIEVES ”, “ EXPECTS ”, “ INTENDS ”, “ WILL ”, “ LIKELY ”, “ MAY ”, “ ANTICIPATES ”, “ ESTIMATES ”, “ PROJECTS ”, “ SHOULD ”, “ WOULD ”, “ EXPECT ”, “ POSITIONED ”, “ STRATEGY ”, “ FUTURE ” OR WORDS , PHRASES OR TERMS OF SIMILAR SUBSTANCE OR THE NEGATIVE THEREOF , ARE FORWARD - LOOKING STATEMENTS . T HESE STATEMENTS ARE BASED ON THE CURRENT EXPECTATIONS OF THE MANAGEMENT OF P ENTAIR , T YCO F LOW AND T YCO ( AS THE CASE MAY BE ) AND ARE SUBJECT TO UNCERTAINTY AND CHANGES IN CIRCUMSTANCES AND INVOLVE RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED IN SUCH FORWARD - LOOKING STATEMENTS . I N ADDITION , THESE STATEMENTS ARE BASED ON A NUMBER OF ASSUMPTIONS THAT ARE SUBJECT TO CHANGE . S UCH RISKS , UNCERTAINTIES AND ASSUMPTIONS INCLUDE : THE SATISFACTION OF THE CONDITIONS TO THE M ERGER AND OTHER RISKS RELATED TO THE COMPLETION OF THE M ERGER AND ACTIONS RELATED THERETO ; P ENTAIR ’ S AND T YCO ’ S ABILITY TO COMPLETE THE M ERGER ON ANTICIPATED TERMS AND SCHEDULE , INCLUDING THE ABILITY TO OBTAIN SHAREHOLDER OR REGULATORY APPROVALS OF THE M ERGER AND RELATED TRANSACTIONS ; RISKS RELATING TO ANY UNFORESEEN LIABILITIES OF P ENTAIR OR T YCO F LOW ; FUTURE CAPITAL EXPENDITURES , EXPENSES , REVENUES , EARNINGS , SYNERGIES , ECONOMIC PERFORMANCE , INDEBTEDNESS , FINANCIAL CONDITION , LOSSES AND FUTURE PROSPECTS ; BUSINESS AND MANAGEMENT STRATEGIES AND THE EXPANSION AND GROWTH OF P ENTAIR ’ S OR T YCO F LOW ’ S OPERATIONS ; P ENTAIR ’ S AND T YCO F LOW ’ S ABILITY TO INTEGRATE SUCCESSFULLY AFTER THE M ERGER AND ACHIEVE ANTICIPATED SYNERGIES ; THE EFFECTS OF GOVERNMENT REGULATION ON P ENTAIR ’ S OR T YCO F LOW ’ S BUSINESSES ; THE RISK THAT DISRUPTIONS FROM THE TRANSACTION WILL HARM P ENTAIR ’ S OR T YCO F LOW ’ S BUSINESS ; P ENTAIR ’ S , T YCO F LOW ’ S AND T YCO ’ S PLANS , OBJECTIVES , EXPECTATIONS AND INTENTIONS GENERALLY ; AND OTHER FACTORS DETAILED IN P ENTAIR ’ S AND T YCO ’ S REPORTS FILED WITH THE U.S. S ECURITIES AND E XCHANGE C OMMISSION ( THE “SEC”), INCLUDING THEIR A NNUAL R EPORTS ON F ORM 10-K UNDER THE CAPTION “R ISK F ACTORS ”. F ORWARD - LOOKING STATEMENTS INCLUDED HEREIN ARE MADE AS

OF THE DATE HEREOF , AND NONE OF P ENTAIR , T YCO F LOW OR T YCO UNDERTAKES ANY OBLIGATION TO UPDATE PUBLICLY SUCH STATEMENTS TO REFLECT SUBSEQUENT EVENTS OR CIRCUMSTANCES .

A DDITIONAL I NFORMATION

T HE M ERGER WILL BE SUBMITTED TO A VOTE OF P ENTAIR SHAREHOLDERS AND THE PROPOSED DISTRIBUTION OF T YCO F LOW TO T YCO SHAREHOLDERS ( THE “D ISTRIBUTION ”) WILL BE SUBMITTED TO A VOTE OF T YCO SHAREHOLDERS . O N M AY 8, 2012, T YCO F LOW FILED WITH THE SEC A REGISTRATION STATEMENT ON F ORM S-4, CONTAINING A PRELIMINARY PROXY STATEMENT / PROSPECTUS REGARDING THE M ERGER . O N M AY 8, 2012, T YCO F LOW FILED WITH THE SEC A REGISTRATION STATEMENT ON F ORM S-1, CONTAINING A PRELIMINARY PROSPECTUS AND T YCO FILED WITH THE SEC A PRELIMINARY PROXY STATEMENT , REGARDING THE D ISTRIBUTION . T HE PRELIMINARY PROXY STATEMENT / PROSPECTUS REGARDING THE M ERGER , THE PRELIMINARY PROSPECTUS REGARDING THE D ISTRIBUTION AND THE T YCO PRELIMINARY PROXY STATEMENT ARE AVAILABLE FREE OF CHARGE ON THE SEC’ S WEBSITE AT WWW . SEC . GOV . P ENTAIR PLANS TO FILE WITH THE SEC AND MAIL TO ITS SHAREHOLDERS A DEFINITIVE PROXY STATEMENT REGARDING THE M ERGER AND T YCO PLANS TO FILE WITH THE SEC AND MAIL TO ITS SHAREHOLDERS A DEFINITIVE PROXY STATEMENT REGARDING THE D ISTRIBUTION . S HAREHOLDERS ARE URGED TO READ THE F ORM S-4 CONTAINING THE PRELIMINARY PROXY STATEMENT / PROSPECTUS , THE F ORM S-1 CONTAINING THE PRELIMINARY PROSPECTUS AND THE T YCO PRELIMINARY PROXY STATEMENT , WHICH ARE AVAILABLE NOW , AND THE F ORM S-4 CONTAINING THE DEFINITIVE PROXY STATEMENT / PROSPECTUS REGARDING THE M ERGER , THE F ORM S-1 CONTAINING THE DEFINITIVE PROSPECTUS REGARDING THE D ISTRIBUTION AND THE T YCO DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE , BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT P ENTAIR , T YCO AND T YCO F LOW AND THE PROPOSED TRANSACTIONS . T HE DEFINITIVE PROXY STATEMENT / PROSPECTUS RELATING TO THE M ERGER , THE DEFINITIVE PROSPECTUS RELATING TO THE D ISTRIBUTION , THE T YCO DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATING TO THE PROPOSED TRANSACTION ( WHEN THEY ARE AVAILABLE ) CAN BE OBTAINED FREE OF CHARGE FROM THE SEC’ S WEBSITE AT WWW . SEC . GOV . T HESE DOCUMENTS ( WHEN THEY ARE AVAILABLE ) CAN ALSO BE OBTAINED FREE OF CHARGE FROM P ENTAIR UPON WRITTEN REQUEST TO I NVESTOR R ELATIONS D EPARTMENT , P ENTAIR , I NC ., 5500 W AYZATA B LVD ., S UITE 800, M INNEAPOLIS , MN, 55416, OR BY CALLING (763) 545-1730 OR FROM T YCO OR T YCO F LOW UPON WRITTEN REQUEST TO I NVESTOR R ELATIONS D EPARTMENT , T YCO I NTERNATIONAL L TD ., 9 R OSZEL R OAD , P RINCETON , NJ, 08540, OR BY CALLING (609) 720-4200.

P ARTICIPANTS IN THE S OLICITATION

P ENTAIR AND T YCO AND CERTAIN OF THEIR RESPECTIVE DIRECTORS AND EXECUTIVE OFFICERS MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FROM SHAREHOLDERS IN CONNECTION WITH THE PROPOSED TRANSACTION UNDER THE RULES OF THE SEC. I NFORMATION ABOUT THE DIRECTORS AND EXECUTIVE OFFICERS OF

P ENTAIR MAY BE FOUND IN ITS A NNUAL R EPORT ON F ORM 10-K FOR THE YEAR ENDED D ECEMBER 31, 2011 FILED WITH THE SEC ON F EBRUARY 21, 2012, THE DEFINITIVE PROXY STATEMENT RELATING TO ITS 2012 ANNUAL MEETING OF SHAREHOLDERS FILED WITH THE SEC ON M ARCH 9, 2012 AND T YCO F LOW ’ S REGISTRATION STATEMENT ON F ORM S-4 CONTAINING THE PRELIMINARY PROXY STATEMENT / PROSPECTUS RELATING TO THE M ERGER , WHICH WAS FILED WITH THE SEC ON M AY 8, 2012. I NFORMATION ABOUT THE DIRECTORS AND EXECUTIVE OFFICERS OF T YCO MAY BE FOUND IN ITS A NNUAL R EPORT ON F ORM 10-K FOR THE YEAR ENDED S EPTEMBER 30, 2011 FILED WITH THE SEC ON N OVEMBER 16, 2011, THE DEFINITIVE PROXY STATEMENT RELATING TO ITS 2012 ANNUAL GENERAL MEETING OF SHAREHOLDERS FILED WITH THE SEC ON J ANUARY 13, 2012 AND T YCO ’ S PRELIMINARY PROXY STATEMENT , WHICH WAS FILED WITH THE SEC ON M AY 8, 2012. T HESE DOCUMENTS CAN BE OBTAINED FREE OF CHARGE FROM THE SOURCES INDICATED ABOVE . A DDITIONAL INFORMATION REGARDING THE INTERESTS OF THESE PARTICIPANTS WILL ALSO BE INCLUDED IN THE DEFINITIVE PROXY STATEMENTS WHEN IT BECOMES AVAILABLE .

Transcript of Randy Hogan Video to Employees on July 20, 2012

This is truly an exciting time for all of us at Pentair. With the pending merger of Tyco Flow Control, we will be creating an even stronger company with the scale to capitalize on further growth opportunities and the ability to better serve our global customers.

I know many of you have questions. Our goal is to provide consistent, clear and updated communication to you on a regular basis. In order to do that in real time, we have launched a new microsite called “Merger Me” which will house all current information about the merger and integration process.

This site, which can be accessed off of The Well’s home page, will contain a regularly updated list of frequently asked questions with a feedback loop. It also will feature:

• Information about what’s changing and, importantly, what’s not changing with respect to policies, procedures and how we run our company.

• Also, it will contain tools to help you stay up to date on the planned merger and the exciting opportunities ahead.

I’m asking you to take advantage of the information available here and learn about the exciting opportunity ahead for us and how you can play a role in that. I also encourage you to use the feedback feature on the site to let us know what type of additional information would be helpful, along with any specific questions you may have. We are committed to providing you with the information you need. The site is dynamic and will be updated whenever there is new information to share.

I am confident about our strategy, the power of combining these two companies, and how together, we’ll be strong from the start and even stronger in the future. Check it out. There’s lots to be excited about.

Thank you and win right.

Caution Concerning Forward-Looking Statements

This communication may contain certain statements about Pentair, Inc. (“Pentair”), Tyco Flow Control International Ltd. (“Tyco Flow”) and Tyco International Ltd. (“Tyco”) that are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. The forward-looking statements contained in this press release may include statements about the expected effects on Pentair, Tyco Flow and Tyco of the proposed merger of Pentair and Tyco Flow (the “Merger”), the anticipated timing and benefits of the Merger, Pentair’s and Tyco Flow’s anticipated standalone or combined financial results and all other statements in this document other than historical facts. Without limitation, any statements preceded or followed by or that include the words “targets”, “plans”, “believes”, “expects”, “intends”, “will”, “likely”, “may”, “anticipates”, “estimates”, “projects”, “should”, “would”, “expect”, “positioned”, “strategy”, “future” or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. These statements are based on the current expectations of the management of Pentair, Tyco Flow and Tyco (as the case may be) and are subject to uncertainty and changes in circumstances and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. In addition, these statements are based on a number of assumptions that are subject to change. Such risks, uncertainties and assumptions include: the satisfaction of the conditions to the Merger and other risks related to the completion of the Merger and actions related thereto; Pentair’s and Tyco’s ability to complete the Merger on anticipated terms and schedule, including the ability to obtain shareholder or regulatory approvals of the Merger and related transactions; risks relating to any unforeseen liabilities of Pentair or Tyco Flow; future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, losses and future prospects; business and management strategies and the expansion and growth of Pentair’s or Tyco Flow’s operations; Pentair’s and Tyco Flow’s ability to integrate successfully after the Merger and achieve anticipated synergies; the effects of government regulation on Pentair’s or Tyco Flow’s businesses; the risk that disruptions from the transaction will harm Pentair’s or Tyco Flow’s business; Pentair’s, Tyco Flow’s and Tyco’s plans, objectives, expectations and intentions generally; and other factors detailed in Pentair’s and Tyco’s reports filed with the U.S. Securities and Exchange Commission (the “SEC”), including their Annual Reports on Form 10-K under the caption “Risk Factors”. Forward-looking statements included herein are made as of the date hereof, and none of Pentair, Tyco Flow or Tyco undertakes any obligation to update publicly such statements to reflect subsequent events or circumstances.

Additional Information

The Merger will be submitted to a vote of Pentair shareholders and the proposed distribution of Tyco Flow to Tyco shareholders (the “Distribution”) will be submitted to a vote of Tyco shareholders. On May 8, 2012, Tyco Flow filed with the SEC a registration statement on Form S-4, as subsequently amended, containing a preliminary proxy statement/prospectus regarding the Merger. On May 8, 2012, Tyco Flow filed with the SEC a registration statement on Form S-1, as subsequently amended, containing a preliminary prospectus and Tyco filed with the SEC a preliminary proxy statement, as subsequently amended, regarding the Distribution. The preliminary proxy statement/prospectus regarding the Merger, the preliminary prospectus regarding the Distribution and the Tyco preliminary proxy statement are available free of charge on the SEC’s website at www.sec.gov. Pentair plans to file with the SEC and mail to its shareholders a definitive proxy statement regarding the Merger and Tyco plans to file with the SEC and mail to its shareholders a definitive proxy statement regarding the Distribution. Shareholders are urged to read the Form S-4 containing the preliminary proxy statement/prospectus, the Form S-1 containing the preliminary prospectus and the Tyco preliminary proxy statement, which are available now, and the Form S-4 containing the definitive proxy statement/prospectus regarding the Merger, the Form S-1 containing the definitive prospectus regarding the Distribution and the Tyco definitive proxy statement and any other relevant documents when they become available, because they will contain important information about Pentair, Tyco and Tyco Flow and the proposed transactions. The definitive proxy statement/prospectus relating to the Merger, the definitive prospectus relating to the Distribution, the Tyco definitive proxy statement and other documents relating to the proposed transaction (when they are available) can be obtained free of charge from the SEC’s website at www.sec.gov. These documents (when they are available) can also be obtained free of charge from Pentair upon written request to Investor Relations Department, Pentair, Inc., 5500 Wayzata Blvd., Suite 800, Minneapolis, MN, 55416,

or by calling (763) 545-1730 or from Tyco or Tyco Flow upon written request to Investor Relations Department, Tyco International Ltd., 9 Roszel Road, Princeton, NJ, 08540, or by calling (609) 720-4200.

Participants in the Solicitation

Pentair and Tyco and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the proposed transaction under the rules of the SEC. Information about the directors and executive officers of Pentair may be found in its Annual Report on Form 10-K for the year ended December 31, 2011 filed with the SEC on February 21, 2012, the definitive proxy statement relating to its 2012 annual meeting of shareholders filed with the SEC on March 9, 2012 and Tyco Flow’s registration statement on Form S-4 containing the preliminary proxy statement/prospectus relating to the Merger, which was filed with the SEC on May 8, 2012, as subsequently amended. Information about the directors and executive officers of Tyco may be found in its Annual Report on Form 10-K for the year ended September 30, 2011 filed with the SEC on November 16, 2011, the definitive proxy statement relating to its 2012 annual general meeting of shareholders filed with the SEC on January 13, 2012 and Tyco’s preliminary proxy statement, which was filed with the SEC on May 8, 2012, as subsequently amended. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of these participants will also be included in the definitive proxy statements when it becomes available.