Publication of Scheme Document

(a newly formed company indirectly wholly owned by funds and investment vehicles managed or controlled by Veritas Capital Fund Management, L.L.C. (“Veritas”))

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

PUBLICATION OF SCHEME DOCUMENT

On 1 September 2026, the boards of directors of Bodycote and BidCo announced that they had reached agreement on the terms of a recommended cash acquisition pursuant to which BidCo shall acquire the entire issued and to be issued ordinary share capital of Bodycote (the "Acquisition"). It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme").

Publication of the Scheme Document

Bodycote is pleased to announce that a circular in relation to the Scheme (the "Scheme Document") has been published today, setting out (among other things) a letter from the Chair of Bodycote, an explanatory statement pursuant to section 897 of the Companies Act 2006, the full terms and conditions of the Acquisition, an expected timetable of principal events, notices of the Court Meeting and the General Meeting and details of the actions to be taken by Bodycote Shareholders, together with the related Forms of Proxy for the Court Meeting and the General Meeting.

Hard copies of the Scheme Document (or, depending on Bodycote Shareholders' communication preferences, a letter or email giving details of the website where the Scheme Document may be accessed) and Forms of Proxy for the Court Meeting and the General Meeting will be sent to Bodycote Shareholders, and, for information only, to persons with information rights and participants in the Bodycote Share Plans.

Notices of the Court Meeting and General Meeting and action required

As described in the Scheme Document, in order to become Effective, the Scheme will require, among other things: (i) the approval of the Scheme at the Court Meeting by a majority in number of those Scheme Shareholders present and voting (and entitled to vote) in person or by proxy at the Court Meeting, representing 75 per cent. or more in value of the Scheme Shares voted by such Scheme Shareholders; (ii) that the requisite majority of Bodycote Shareholders approve the Special Resolution at the General Meeting; and (iii) the subsequent sanction of the Scheme by the Court. The Scheme is also subject to the satisfaction or waiver (where applicable) of the other Conditions and further terms that are set out in the Scheme Document.

Notices of the Court Meeting and the General Meeting, each of which will be held at Hilton London Paddington, 146 Praed Street, London, W2 1EE on 21 October 2026, are set out in the Scheme Document. The Court Meeting will start at 10.00 a.m. on that date, and the General Meeting will commence at 10.15 a.m. or as soon thereafter as the Court Meeting concludes or is adjourned.

Any changes to the arrangements for the Court Meeting and the General Meeting will be communicated to Bodycote Shareholders before the Meetings, through Bodycote's website at https://www.bodycote.com/investors/ and by announcement through a Regulatory Information Service.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of Scheme Shareholder opinion. Whether or not you intend to attend, speak and/or vote at the Court Meeting and the General Meeting, you are strongly encouraged to submit proxy appointments and instructions for the Court Meeting and the General Meeting as soon as possible, using any of the methods set out in the Scheme Document, to ensure your vote is recorded. Scheme Shareholders and Bodycote Shareholders are strongly encouraged to appoint "the Chair of the meeting" as their proxy.

Statement by CVC Advisers Limited (“CVC”)

The Bodycote Directors note the statement today by CVC that it does not intend to make a firm offer for Bodycote and that it is consequently bound by the restrictions under Rule 2.8 of the Code.

The Bodycote Board is now focused on delivering value and certainty to Bodycote Shareholders and Bodycote's broad stakeholder base through the completion of the Acquisition of Bodycote by Veritas and BidCo.

Recommendation

The Bodycote Directors, who have been so advised by Barclays, Goldman Sachs, and Perella Weinberg as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their advice to the Bodycote Directors, Barclays, Goldman Sachs, and Perella Weinberg have taken into account the commercial assessments of the Bodycote Directors. Perella Weinberg is providing independent financial advice to the Bodycote Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, the Bodycote Directors recommend unanimously that Bodycote Shareholders vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting, as the Bodycote Directors who hold Bodycote Shares have irrevocably undertaken to do (or procure to be done) in respect of their own holdings of Bodycote Shares.

Bodycote Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

Expected timetable of principal events

The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also attached as an Appendix to this announcement. Subject to obtaining the approval of the requisite majority of Scheme Shareholders at the Court Meeting, the requisite majority of Bodycote Shareholders at the General Meeting, the sanction of the Court and the satisfaction or, where applicable, the waiver of the other Conditions (as set out in the Scheme Document), the Scheme is expected to become effective in Q1 2027.

Before the Scheme becomes Effective, it is intended that applications will be made to (i) the FCA to cancel the listing of the Bodycote Shares on the Official List; and (ii) the London Stock Exchange to cancel the admission to trading in Bodycote Shares on the Main Market, in each case with effect from or shortly after the Effective Date. It is expected that the last day of dealings in Bodycote Shares on the Main Market of the London Stock Exchange will be the Business Day immediately prior to the Effective Date and no transfers will be registered after 6.00 p.m. (London time) on that date.

The dates and times given in the expected timetable are indicative only and are based on Bodycote's and BidCo's current expectations and are subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Bodycote Shareholders by announcement through the Regulatory Information Service of the London Stock Exchange, with such announcement being made available on Bodycote's website at https://www.bodycote.com/investors/ and BidCo's website at https://veritasdocument.com/. An update to the expected timetable is expected to be announced following receipt of the relevant regulatory approvals upon which the Acquisition is conditional.

Bodycote Share Plans

Participants in the Bodycote Share Plans will be contacted separately shortly regarding the effect of the Scheme on their rights under the Bodycote Share Plans and with the details of the arrangements applicable to them. A summary of the effect of the Scheme on outstanding awards and options under the Bodycote Share Plans is set out in the Scheme Document.

Shareholder Helpline

Herbert Smith Freehills Kramer LLP is acting as legal adviser to Bodycote.

Gibson, Dunn & Crutcher UK LLP is acting as legal adviser to Veritas and BidCo.

Dealing and Opening Position Disclosure Requirements

Requesting hard copy documents

Please note the Shareholder Helpline cannot provide advice on the merits of the Acquisition or the Scheme nor give any financial, investment, legal or tax advice.

APPENDIX: EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable is based on Bodycote's and BidCo's current expectations and is subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Bodycote Shareholders by announcement through the Regulatory Information Service of the London Stock Exchange, with such announcement being made available on Bodycote's website at https://www.bodycote.com/investors/ and BidCo's website at https://veritasdocument.com/. Unless otherwise stated, all times set out below are London times.

The following dates and times associated with the Scheme are subject to change and will depend on, among other things, the date on which: (i) the Conditions to the Scheme are satisfied or, if capable of waiver, waived; (ii) the Court sanctions the Scheme ; and (iii) the Court Order sanctioning the Scheme is delivered to the Registrar of Companies . Bodycote will give adequate notice of any changes to these dates and times, when known, by issuing an announcement through a Regulatory Information Service , with such announcement being made available on Bodycote's website at https://www.bodycote.com/investors/ and BidCo's website at https://veritasdocument.com/ . Further updates and changes to these times will be notified in the same way. See also note (1).

• The dates and times given are indicative only and are based on current expectations and are subject to change (including as a result of changes to the regulatory timetable).

References to times are to London, United Kingdom time unless otherwise stated. If any of the times and/or dates above change, the revised times and/or dates will be notified to Bodycote Shareholders by announcement through a Regulatory Information Service and, if required by the Panel, notice of the change(s) will be sent to Bodycote Shareholders and other persons with information rights.

Participants in the Bodycote Share Plans will be contacted separately to inform them of the effect of the Scheme on their rights under the Bodycote Share Plans, and with details of the arrangements applicable to them.

(2) It is requested that the BLUE Form of Proxy for the Court Meeting be lodged not later than 48 hours prior to the time appointed for the Court Meeting or, if the Court Meeting is adjourned or postponed, 48 hours prior to the time fixed for any adjourned or postponed Court Meeting (excluding any part of such 48-hour period falling on a day that is not a working day). If the BLUE Form of Proxy for the Court Meeting is not lodged by 10.00 a.m. on 19 October 2026, it may be: (i) scanned and emailed to Equiniti at the following email address: proxyvotes@equiniti.com; or (ii) presented in person to the Chair of the Court Meeting or to the Equiniti representative who will be present at the Court Meeting, any time prior to the commencement of the Court Meeting (or any adjournment or postponement thereof).

• In order to be valid, the YELLOW Form of Proxy for the General Meeting must be lodged not later than 10.15 a.m. on 19 October 2026 or, if the General Meeting is adjourned or postponed, 48 hours prior to the time fixed for the adjourned or postponed General Meeting (excluding any part of such 48-hour period falling on a day that is not a working day). The YELLOW Form of Proxy cannot be presented in person to the Chair of the Court Meeting or the Equiniti representative at the General Meeting and will be invalid if submitted after the deadline.
• If either the Court Meeting or the General Meeting is adjourned or postponed, the Voting Record Time for the relevant adjourned or postponed meeting will be 6:30 p.m. on the day which is two Business Days prior to the date of the adjourned or postponed Meeting.
• To commence at 10.15 a.m. or, if later, as soon thereafter as the Court Meeting concludes or is adjourned.
• This is the latest date by which the Scheme may become Effective. However, this date may be extended to such later date as (i) BidCo and Bodycote may agree; or (ii) (in a competitive situation) as BidCo may specify with the consent of the Panel, and in each case as the Court may allow (if so required).