Statement Regarding Possible Offers for Bodycote

The Board of Bodycote plc (the "Board") notes the recent media speculation regarding a possible offer for the Company and confirms that it has received two separate conditional proposals regarding a possible cash offer for the entire share capital of Bodycote.

Possible Offer for Bodycote by CVC Advisers Limited ("CVC")

The Board confirms that it has received a conditional proposal from CVC regarding a possible cash offer for the entire issued and to be issued share capital of Bodycote (the "CVC Proposal"). Under the CVC Proposal, Bodycote shareholders would receive value of up to 915 pence per Bodycote share, comprising of a cash consideration of 907.8 pence, plus the interim dividend for the financial year ended 31 December 2026 of 7.2 pence (the "CVC Permitted Dividend"). The CVC Proposal follows earlier approaches from CVC to the Board regarding a possible cash offer for Bodycote.

The Board has carefully considered the CVC Proposal together with its advisers and concluded that the CVC Proposal is at a value that the Board would be minded to recommend unanimously to Bodycote shareholders, should a firm intention to make an offer pursuant to Rule 2.7 of the Code be announced on such financial terms, subject to the satisfactory resolution and agreement of the other terms of the offer and definitive transaction documentation. The Board is in discussions with CVC in relation to these terms and the Board has provided CVC with access to confirmatory due diligence.

The announcement of any intention to make an offer under Rule 2.7 of the Code in relation to the CVC Proposal is subject to satisfaction or waiver of a number of customary pre-conditions, including completion of satisfactory due diligence and agreement of definitive transaction documentation.

Section A of this announcement is being made with the consent of CVC.

For the purposes of Rule 2.5(a) of the Code, CVC reserves the right to:

• waive, in its absolute discretion, in whole or in part, any or all of the pre-conditions to the CVC Proposal;
• reduce the value of the CVC Proposal by the amount of any dividend, distribution and/or other return of capital or value (other than the CVC Permitted Dividend) which is announced, declared, made, paid or becomes payable by Bodycote after the date of this announcement;
• vary the form and/or mix of consideration described in this announcement and/or introduce other forms of consideration; or
• make an offer at any time at a lower value or on less favourable terms than the CVC Proposal: (a) with the agreement or recommendation of the Board of Bodycote; (b) if a third party announces a possible or firm intention to make an offer for Bodycote pursuant to Rule 2.7 of the Code, on less favourable terms than the CVC Proposal; or (c) following the announcement by Bodycote of a Rule 9 waiver transaction pursuant to Appendix 1 of the Code or a reverse takeover (as defined in the Code).

There can be no certainty that an offer will be made even if all of the pre-conditions are satisfied or waived.

• Possible Offer for Bodycote by Veritas Capital Fund IX, L.P. ("Veritas"), in its capacity as manager to affiliated funds

The Board also confirms that it has received a conditional proposal from Veritas regarding a possible cash offer for the entire issued and to be issued share capital of Bodycote (the "Veritas Proposal"). Under the Veritas Proposal, Bodycote shareholders would receive value of up to 914 pence per Bodycote share, comprising of a cash consideration of 906.8 pence, plus the interim dividend for the financial year ended 31 December 2026 of 7.2 pence (the "Veritas Permitted Dividend"). The Veritas Proposal follows a number of earlier approaches from Veritas to the Board regarding a possible cash offer for Bodycote.

The Board has carefully considered the Veritas Proposal together with its advisers and concluded that the Veritas Proposal is also at a value that the Board would be minded to recommend unanimously to Bodycote shareholders, should a firm intention to make an offer pursuant to Rule 2.7 of the Code be announced on such financial terms, subject to the satisfactory resolution and agreement of the other terms of the offer and definitive transaction documentation. The Board is in discussions with Veritas in relation to these terms and the Board has provided Veritas with access to confirmatory due diligence.

The announcement of any intention to make an offer under Rule 2.7 of the Code in relation to the Veritas Proposal is also subject to satisfaction or waiver of a number of customary pre-conditions, including completion of satisfactory due diligence and agreement of definitive transaction documentation.

Section B of this announcement is being made with the consent of Veritas.

For the purposes of Rule 2.5(a) of the Code, Veritas reserves the right to:

• waive, in its absolute discretion, in whole or in part, any or all of the pre-conditions to the Veritas Proposal;
• reduce the value of the Veritas Proposal by the amount of any dividend, distribution and/or other return of capital or value (other than the Veritas Permitted Dividend) which is announced, declared, made, paid or becomes payable by Bodycote after the date of this announcement;
• vary the form and/or mix of consideration described in this announcement and/or introduce other forms of consideration; or

(viii) make an offer at any time at a lower value or on less favourable terms than the Veritas Proposal: (a) with the agreement or recommendation of the Board of Bodycote; (b) if a third party announces a possible or firm intention to make an offer for Bodycote pursuant to Rule 2.7 of the Code, on less favourable terms than the Veritas Proposal; or (c) following the announcement by Bodycote of a Rule 9 waiver transaction pursuant to Appendix 1 of the Code or a reverse takeover (as defined in the Code).

There can be no certainty that an offer will be made even if all of the pre-conditions are satisfied or waived.

Next steps

The Board is focused on maximising value and delivering certainty to its shareholders and broad stakeholder base. The Board is working separately with CVC and Veritas on an expedited basis to announce with either party a firm intention to make an offer pursuant to Rule 2.7 of the Code.

A further announcement will be made when appropriate.

In accordance with Rule 2.6(a) of the Code, CVC and Veritas are required, by not later than 5.00 p.m. on 2 September 2026, either to announce a firm intention to make an offer for Bodycote in accordance with Rule 2.7 of the Code or announce that they do not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel on Takeovers and Mergers (the "Panel") in accordance with Rule 2.6(c) of the Code.

Barclays Bank PLC and Goldman Sachs International are acting as joint financial adviser to Bodycote. Herbert Smith Freehills Kramer LLP is acting as legal adviser to Bodycote.

Important Takeover Code notes

In accordance with Rule 2.4(c)(iii) of the Code, Veritas confirms that it is not aware of any dealings in Bodycote shares that would require it to offer a minimum level, or a particular form, of consideration under Rule 6 or Rule 11 of the Code. However, it has not been practicable for either CVC or Veritas to make enquiries of all persons acting in concert with it prior to the date of this announcement in order to confirm whether any details are required to be disclosed under Rule 2.4(c)(iii) of the Code. To the extent that any such details are identified following such enquiries, CVC and Veritas shall make an announcement disclosing such details as soon as practicable, and in any event by no later than the time it is required to make its Opening Position Disclosure under Rule 8.1 of the Code.

Rule 26.1 disclosure

Offer Period

Additional Information

Relevant securities in issue