Publication and posting of Scheme Document

a newly formed company owned indirectly by Arlington Capital Partners VII, L.P.

to be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006

Publication and posting of Scheme Document

On 16 July 2026, the boards of directors of Greenlight Bidco Limited ("Bidco") and Gooch & Housego PLC ("G&H") announced that they had reached agreement on the terms and conditions of a recommended cash acquisition by Bidco of the entire issued, and to be issued, ordinary share capital of G&H. 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.

G&H is pleased to announce that a circular in relation to the Scheme (the "Scheme Document") has today been published and sent to G&H Shareholders and, for information only, to persons with information rights and G&H LTIP Award Holders. The Scheme Document contains, among other things, a letter from the Chairman of G&H, 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, notices of the Court Meeting and the General Meeting and details of the actions to be taken by G&H Shareholders.

Forms of Proxy for the Court Meeting and the General Meeting have also been published and sent today to G&H Shareholders who hold G&H Shares in certificated form.

Subject to certain restrictions relating to persons resident in Restricted Jurisdictions, the Scheme Document and related documentation will also be made available free of charge on G&H's website at www.gandh.com and on Bidco's website at www.displaydocuments.co.uk by no later than 12 noon on the Business Day following publication of the Scheme Document and will remain available until the end of the Offer Period.

Capitalised terms used but not defined in this announcement have the meanings given to them in the Scheme Document. All references to times in this announcement are to London time unless otherwise stated.

Action required

As further detailed in the Scheme Document, in order to become Effective, the Scheme requires, among other things:

• approval by the requisite majority of Scheme Shareholders at the Court Meeting;
• approval by the requisite majority of G&H Shareholders of the Resolution to be proposed at the General Meeting;
• satisfaction or, where applicable, waiver of the Conditions set out in the Scheme Document; and
• sanction of the Scheme by the Court and delivery of a copy of the Scheme Court Order to the Registrar of Companies.

The Court Meeting and the General Meeting will be held at the offices of Burges Salmon LLP at 6 New St Square, London, EC4A 3BF on 26 August 2026. The Court Meeting will start at 10.00 a.m. and the General Meeting will start at 10.30 a.m., or as soon thereafter as the Court Meeting has concluded or been adjourned. Notices of the Court Meeting and the General Meeting are set out in the Scheme Document.

Forms of Proxy for use at the Court Meeting and the General Meeting are enclosed with the Scheme Document. G&H Shareholders are encouraged to appoint the Chair of the relevant meeting as their proxy and to submit their Forms of Proxy, electronic or online proxy appointments or CREST proxy instructions as soon as possible and, in any event, by no later than the relevant time set out below:

• BLUE Forms of Proxy for use at the Court Meeting: 10.00 a.m. on 24 August 2026
• WHITE Forms of Proxy for use at the General Meeting: 10.30 a.m. on 24 August 2026,

or, if either meeting is adjourned, by no later than 48 hours(excluding any non-working days) before the time fixed for the adjourned meeting.

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 opinion of the Scheme Shareholders. You are therefore strongly encouraged to complete and return both of your Forms of Proxy (or deliver your voting instructions by one of the other methods set out in the section titled "Action to be taken" in the Scheme Document) as soon as possible. Doing so will not prevent you from attending, speaking and voting in person at either the Court Meeting and/or the General Meeting if you wish and are entitled to do so.

Recommendation

The G&H Directors, who have been so advised by Investec Bank plc and Rothschild & Co as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their advice, Investec Bank plc and Rothschild & Co have taken into account the commercial assessments of the G&H Directors. Investec Bank plc and Rothschild & Co are providing independent financial advice to the G&H Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, the G&H Directors recommend unanimously that G&H Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting, as the G&H Directors who are interested in G&H Shares have irrevocably undertaken to do (or procure to be done) in respect of their own (and, where applicable, their close relatives') beneficial holdings of G&H Shares.

G&H Shareholders should read the Scheme Document carefully and in full before making any decision in respect of the Scheme.

Expected timetable

The Scheme Document contains the expected timetable of principal events relating to the Scheme which is also reproduced in the appendix to this announcement. The Scheme remains conditional on the approval of the requisite majority of Scheme Shareholders at the Court Meeting and the requisite majority of G&H Shareholders at the General Meeting and the satisfaction (or, where applicable, waiver) of the other Conditions (including the sanction of the Scheme by the Court).

Subject to satisfaction or, where applicable, waiver of the Conditions, the Scheme is expected to become Effective in the fourth quarter of 2026.

If any of the key dates and/or times set out in the expected timetable change, G&H will give notice of such change(s) to G&H Shareholders by issuing an announcement through a Regulatory Information Service and by making such announcement available on G&H's website at www.gandh.com and on Bidco's website at www.displaydocuments.co.uk.

If the Scheme becomes Effective on the basis of the expected timing outlined above, the last day for dealings in, and registration of transfers of, G&H Shares on AIM is expected to be the Business Day immediately prior to the Effective Date and dealings in G&H Shares will be suspended by 7:30 a.m. on the following Business Day. It is intended that, prior to the Scheme becoming Effective, an application will be made by G&H to the London Stock Exchange to cancel trading in G&H Shares on AIM with effect shortly after the Effective Date.

Further announcements in respect of the timetable will be made as appropriate.

Shareholder helpline

Please note that MUFG Corporate Markets cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. If requested, copies of the Forms of Proxy will be provided free of charge.

Burges Salmon LLP is acting as legal adviser to G&H.

Kirkland & Ellis International LLP is acting as legal adviser to Bidco and ACP.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

All times shown are London times. All dates and times, other than those relating to the Court Meeting and the General Meeting, are based on G&H'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 G&H Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on G&H's website at www.gandh.com and on Bidco's website at www.displaydocuments.co.uk.

The following dates are indicative only and subject to change (1)

Notes:

(1) The dates and times are indicative only and are based on current expectations and may be subject to change and will depend on, among other things, the date on which the Conditions to the Scheme are satisfied or, if capable of waiver, waived, the date on which the Court sanctions the Scheme and the Scheme Court Order sanctioning the Scheme is delivered to the Registrar of Companies. 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 G&H Shareholders by announcement through a Regulatory Information Service (with such announcement being made available on G&H's website at www.gandh.com and Bidco's website at www.displaydocuments.co.uk) and, if required by the Panel, notice of the change(s) will be sent to G&H Shareholders and other persons with information rights. G&H LTIP Award Holders will be contacted separately to inform them of the effect of the Scheme on their rights under the G&H LTIP, including details of any dates and times relevant to them.

• The BLUE Form of Proxy for the Court Meeting should be received by MUFG Corporate Markets by no later than 10:00 a.m. on 24 August 2026 or, if the Court Meeting is adjourned, no later than 48 hours (excluding any non-working days) before the time fixed for the holding of the adjourned Court Meeting. If the BLUE Form of Proxy for the Court Meeting is not returned by such time, it may be handed to a representative of MUFG Corporate Markets, on behalf of the Chair of the Court Meeting, or to the Chair of the Court Meeting, before the start of the Court Meeting.
• The WHITE Form of Proxy for the General Meeting should be received by MUFG Corporate Markets by no later than 10:30 a.m. on 24 August 2026 or, if the General Meeting is adjourned, no later than 48 hours (excluding any non-working days) before the time fixed for the holding of the adjourned General Meeting. The WHITE Form of Proxy cannot be handed to the Chair of the General Meeting or MUFG Corporate Markets and will be invalid if submitted after the deadline.
• If either or both of the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6:00 p.m. on the date falling two days (excluding non-working days) before the date set for such adjourned Meeting.
• To commence at 10:30 a.m. or as soon thereafter as the Court Meeting shall have concluded or is adjourned.
• The Scheme shall become Effective in accordance with its terms as soon as a copy of the Scheme Court Order has been delivered to the Registrar of Companies. G&H expects that, subject to satisfaction (or, where applicable, waiver) of the Conditions, the Scheme will become Effective in the fourth quarter of 2026.
• The latest time and date by which the Scheme must become Effective. However, the Long Stop Date may be extended to such later date as (i) Bidco and G&H may agree; or (ii) (in a competitive situation) as may be specified by Bidco with the consent of the Panel, and in each case that, if so required, the Court may allow.

* All dates by reference to "D" will be to the date falling the number of indicated Business Days immediately after date D, as indicated above.

Notices relating to financial advisors

J.P. Morgan Securities PLC, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the PRA and the FCA. J.P. Morgan Cazenove is acting as financial adviser exclusively for ACP and Bidco and no one else in connection with the Acquisition and the matters set out in this announcement. J.P. Morgan Cazenove will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than ACP and Bidco for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to any matter referred to herein.

Notice to US G&H Shareholders

The Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Securities Exchange Act of 1934 (the "US Exchange Act"). Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this announcement has been prepared in accordance with generally accepted accounting principles of the UK and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, ACP or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, G&H Shares outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition becomes Effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, J.P. Morgan Cazenove will continue to act as an exempt principal trader in G&H Shares on the London Stock Exchange. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website, www.londonstockexchange.com.

US G&H Shareholders also should be aware that the transaction contemplated herein may have tax consequences in the US and, that such consequences, if any, are not described herein. US G&H Shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding this transaction.

Dealing and Opening Position Disclosure Requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

Requesting hard copy documents

General

Bidco reserves the right to elect, with the consent of the Panel (where necessary) and subject to the terms of the Cooperation Agreement for such time as it is continuing, to implement the Acquisition by way of an Offer as an alternative to the Scheme.

If the Acquisition is effected by way of an Offer, and such an Offer becomes or is declared unconditional and sufficient acceptances are received, Bidco has agreed under the Cooperation Agreement to apply the provisions of Chapter 3 of Part 28 of the Companies Act 2006 so as to acquire compulsorily any outstanding G&H Shares to which such Offer relates.

Investors should be aware that Bidco may purchase G&H Shares otherwise than under any Offer or the Scheme, including pursuant to privately negotiated purchases.