Publication of Scheme Document

(a newly incorporated company controlled by funds managed

and/or advised by Epiris GP III Limited and its affiliates)

for

GAMMA COMMUNICATIONS PLC

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Publication and posting of Scheme Document

Introduction

On 1 September 2026, the board of directors of Gamma Communications plc (“Gamma”) and the board of directors of Bradbury Bidco Limited (“Bidco”), a newly incorporated entity formed by funds managed and/or advised by Epiris GP III Limited for the purpose of making an offer for Gamma, announced they had reached agreement on the terms and conditions of a recommended cash offer to be made by Bidco for the entire issued, and to be issued, ordinary share capital of Gamma (the “Acquisition”).

It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

Capitalised terms used in this announcement (this “Announcement”), unless otherwise defined, have the meaning given to them in the Scheme Document (as defined below). All references to times in this Announcement are to London (United Kingdom) times unless stated otherwise.

Publication of Scheme Document

Gamma is pleased to announce that the scheme document setting out the full terms and conditions of the Acquisition (the “Scheme Document”) has now been published and that the Scheme Document together with the related Forms of Proxy will be sent to Gamma Shareholders and, for information only, to persons with information rights in Gamma and holders of options under the Gamma Share Plans. The Scheme Document sets out, amongst other things, a letter from the Chair of Gamma, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act 2006, an expected timetable of principal events, notice of the Shareholder Meetings and details of the actions to be taken by Gamma Shareholders. The Scheme Document will be made available free of charge on Gamma’s and Bidco’s websites at https://gammagroup.co/company/investors/disclaimer-content/ and https://www.epiris.co.uk/media/gamma-offer/ respectively.

A copy of the Scheme Document and the Forms of Proxy will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Notices of the Court Meeting and General Meeting

As described in the Scheme Document, to become Effective the Scheme will require, amongst other things: (i) the approval of a majority in number of Scheme Shareholders present and voting either in person or by proxy at the Court Meeting (or any adjournment thereof), representing not less than 75 per cent. in value of the Scheme Shares voted by such Scheme Shareholders; (ii) the passing of the Resolution by the requisite majority of Gamma Shareholders at the General Meeting (or any adjournment thereof); and (iii) the subsequent sanction of the Scheme by the Court. The Scheme is also subject to the satisfaction or waiver of the other Conditions and further terms that are set out in Part A of Part III of the Scheme Document.

Notices convening the Court Meeting and General Meeting for 8.30 a.m. and 8.45 a.m. respectively on 20 October 2026 (or, in the case of the General Meeting, as soon thereafter as the Court Meeting is concluded or adjourned), each to be held at the offices of Investec Bank plc at 30 Gresham Street, London, EC2V 7QP are set out in Parts IX and X of the Scheme Document.

Any changes to the arrangements for the Court Meeting and/or the General Meeting will be communicated to Scheme Shareholders and Gamma Shareholders before the relevant Shareholder Meetings, including through Gamma’s website https://gammagroup.co/company/investors/disclaimer-content/ and by announcement through a Regulatory Information Service.

Recommendation

The Gamma Directors, who have been so advised by Barclays and Q Advisors as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Gamma Directors, Barclays and Q Advisors have taken into account the commercial assessments of the Gamma Directors. Barclays is providing independent financial advice to the Gamma Directors for the purposes of Rule 3 of the Code.

Accordingly, the Gamma Directors recommend unanimously that the Gamma Shareholders vote or procure votes in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting (or, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, that Gamma Shareholders accept such offer), as the Gamma Directors who hold Gamma Shares (in a personal capacity or through a nominee) have irrevocably undertaken to do, or procure to be done, in respect of their own beneficial holdings (and their connected persons), amounting, in aggregate, to 114,824 Gamma Shares (representing, in aggregate, approximately 0.13 per cent. of the Gamma Shares (excluding treasury shares) in issue on 24 September 2026 (being the last Business Day prior to the publication of the Scheme Document), as well as for any Gamma Shares they may acquire pursuant to options and/or awards granted under the Gamma Share Plans prior to the Shareholder Meetings.

Further details of these irrevocable undertakings are set out in paragraph 8 of Part V of the Scheme Document.

Action to be taken by Gamma Shareholders

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 and reasonable representation of the opinion of the Scheme Shareholders. Scheme Shareholders and Gamma Shareholders are therefore strongly encouraged to complete, sign and return their Forms of Proxy (or appoint a proxy through the CREST electronic proxy appointment service) as soon as possible and, in any event, by no later than 8.30 a.m. on 16 October 2026 in the case of the Court Meeting and by no later than 8.45 a.m. on 16 October 2026 in the case of the General Meeting (or, in the case of any adjournment, not later than 48 hours (excluding non-Business Days) before the time fixed for the holding of the adjourned meeting).

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

Details in relation to the action to be taken by Gamma Shareholders are set out in paragraph 14 of Part I of the Scheme Document.

Expected timetable of principal events

The Scheme Document contains an expected timetable of principal events in relation to the Scheme, which is also set out below. It is expected that the Scheme will become Effective during the first half of 2027, subject to the prior satisfaction or (where applicable) waiver of the Conditions.

All dates and times are based on Bidco’s and Gamma’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 Scheme Shareholders and Gamma Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on Gamma’s website at https://gammagroup.co/company/investors/disclaimer-content/ and on Bidco’s website at https://www.epiris.co.uk/media/gamma-offer/.

Prior to the Scheme becoming Effective, Gamma will make an application to the FCA for the cancellation of the listing of the Gamma Shares on the Equity Shares (Commercial Companies) category of the Official List and to the London Stock Exchange for the cancellation of the admission to trading on the Main Market to take effect from the first Business Day after the Effective Date, and no transfers shall be registered after 6.00 p.m. on the last Business Day prior to the Effective Date.

Certain of the following dates are indicative only and subject to change (please see note (5) below):

1 The PINK Form of Proxy for the Court Meeting should be received by MUFG Corporate Markets before 8.30 a.m. (London time) on 16 October 2026, or, if the Court Meeting is adjourned, not later than 48 hours (excluding non-Business Days) before the time fixed for the holding of the adjourned meeting. PINK Forms of Proxy not so received may be handed to the Chair of the Court Meeting or a representative of MUFG Corporate Markets before the commencement of the poll at the Court Meeting.

2 The WHITE Form of Proxy for the General Meeting should be received by MUFG Corporate Markets before 8.45 a.m. (London time) on 16 October 2026 in order for it to be valid, or, if the General Meeting is adjourned, not later than 48 hours (excluding non-working days) before the time fixed for the holding of the adjourned meeting. The WHITE Form of Proxy cannot be handed to a representative of MUFG or the Chair of the General Meeting at the General Meeting.

3 If a Shareholder Meeting is adjourned, only those Scheme Shareholders (in the case of the Court Meeting) and Gamma Shareholders (in the case of the General Meeting) on the register of members of Gamma) at 6.00 p.m. (London time) on the day which is two days (excluding non-working days) before the adjourned meeting will be entitled to attend and vote.

4 To commence at the time fixed or, as soon as the Court Meeting has concluded or been adjourned.

5 These times and dates are indicative only and will depend on, amongst other things, the dates upon which (i) the Conditions are satisfied or (where applicable) waived, (ii) the Court sanctions the Scheme, and (iii) the Court Order sanctioning the Scheme is delivered to the Registrar of Companies. Gamma will give adequate notice of the date and time of the Sanction Hearing, once known, by issuing an announcement through a Regulatory Information Service. If the expected date of the Sanction Hearing is changed, Gamma will give adequate notice of the change by issuing an updated announcement through a Regulatory Information Service.

6 This is the last date by which the Scheme must be implemented unless Bidco and Gamma, with the prior consent of the Panel and, if required, the approval of the Court, agree in writing a later date.

Gamma Share Plans

Participants in the Gamma Share Plans will be contacted separately regarding the effect of the Scheme on their options and/or awards under the Gamma Share Plans and details of the proposals applicable to them, pursuant to Rule 15 of the Code. Details of these proposals will be set out in separate letters to be sent to participants in the Gamma Share Plans at the same time as this Announcement, the forms of which will be made available on Gamma’s website at https://gammagroup.co/company/investors/disclaimer-content/ and on Bidco’s website at https://www.epiris.co.uk/media/gamma-offer/.

Additional information for Gamma Shareholders

Latham & Watkins (London) LLP is acting as legal adviser to Bidco and Epiris in connection with the Acquisition. Bird & Bird LLP is acting as legal adviser to Gamma in connection with the Acquisition.

Please read carefully the Scheme Document (and the information incorporated by reference into the Scheme Document), in particular the explanatory statement from Barclays and Q Advisors set out in Part II of the Scheme Document, the full terms of the Scheme set out in Part VI of the Scheme Document and the notices of the Shareholder Meetings set out in Parts IX and X of the Scheme Document. You should read the whole of the Scheme Document and the accompanying Forms of Proxy and not rely solely on the information contained in this Announcement and the explanatory statement.

Requesting hard copies

General

The Acquisition is subject to English law, the jurisdiction of the Court, and the applicable requirements of the Code, the Panel, the London Stock Exchange, the FCA, the UK Listing Rules and the Registrar of Companies.