Update on Bidco's Financing Arrangements

On 1 September 2026, the boards of directors of Bodycote and BidCo announced (the "Rule 2.7 Announcement") 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 2006 (the “Scheme”). On 28 September 2026, Bodycote published a circular in relation to the Scheme (the "Scheme Document").

On 21 October 2026, Bodycote announced that at a Court Meeting and General Meeting held on that date, all shareholder resolutions relating to the Acquisition were approved by the requisite majorities.

Amendment and restatement of Equity Commitment Letter

As stated in the Scheme Document and Rule 2.7 Announcement, in connection with the equity financing of the Acquisition, The Veritas Capital Fund IX, L.P. (together with certain investment vehicles managed or controlled by Veritas, the “Equity Investor”) entered into an equity commitment letter with BidCo, dated 1 September 2026 (the “Original ECL”) pursuant to which, among other things, the Equity Investor agreed to provide equity financing to BidCo of up to $1,511,097,145.51 to finance the cash consideration payable under the Acquisition.

On 30 October 2026 BidCo and the Equity Investor entered into an amended and restated equity commitment letter pursuant to which the parties agreed to amend and restate the Original ECL (the “Amended and Restated ECL”).

Pursuant to the Amended and Restated ECL, the total Commitment (as defined in the Amended and Restated ECL) was amended from $1,511,097,145.51 to $1,293,976,000.00. This amendment and restatement was undertaken following the execution by BidCo of a transaction contingent foreign exchange hedge agreement in respect of the cash consideration payable under the Acquisition.

Amendment and restatement of the Financing Documents

As stated in the Scheme Document and Rule 2.7 Announcement, in connection with the debt financing of the Acquisition, Vulcan Alpha Midco 2 Ltd entered into a debt commitment letter on 1 September 2026 with Bank of America, N.A., London Branch, Deutsche Bank AG, London Branch, UBS AG London Branch, Citibank, N.A., London Branch and Citicorp North America, Inc. (together, the “Original Interim Lenders”) pursuant to which, among other things, the Original Interim Lenders agreed to make available the debt facilities under the Interim Facilities Agreement (the “Original Commitment Letter”).

On 1 September 2026, the Original Interim Lenders also entered into a fee letter, a syndication letter and a conditions precedent status letter (together with the Original Commitment Letter and the Interim Facilities Agreement, the “Original Financing Documents”).

On 30 October 2026, Barclays Bank PLC and HSBC Bank plc (together, the “New Interim Lenders”) agreed to become mandated lead arrangers and interim lenders under the Interim Facilities Agreement, in addition to the Original Interim Lenders, by way of an amendment and restatement of the Interim Facilities Agreement. Accordingly, on 30 October 2026, the Interim Facilities Agreement, the Original Commitment Letter and the other Original Financing Documents were amended and restated to cater for the participation of the New Interim Lenders (together, the “Amended and Restated Financing Documents”).

Copies of the Amended and Restated ECL, the Amended and Restated Financing Documents and this announcement are available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on BidCo's website at https://veritasdocument.com/. The content of the website referred to in this announcement is not incorporated into, and does not form part of, this announcement.

Gibson, Dunn & Crutcher UK LLP and Milbank LLP (regulatory) are acting as legal advisers to Veritas and BidCo.

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