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Results of Court Meeting and General Meeting

In brief · summary, not quotable

Court and General Meetings approved the recommended cash acquisition by Arlington Capital Partners-backed Bidco.

  • Court Meeting votes for Scheme 15,179,634 shares (79.17%)
  • Court Meeting votes against Scheme 3,993,383 shares (20.83%)
  • General Meeting votes for implementation 14,716,053 shares (78.64%)
  • General Meeting votes against implementation 3,997,729 shares (21.36%)
  • Total G&H Shares in issue 27,370,726
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(a newly formed company owned indirectly by Arlington Capital Partners VII, L.P. ("ACP"))

to be implemented by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

Results of Court Meeting and General Meeting

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 (the "Acquisition"). The Acquisition is to be implemented by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006. The scheme document in relation to the Scheme was published on 30 July 2026 (the "Scheme Document").

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.

Results of Court Meeting and General Meeting

G&H is pleased to announce that the Court Meeting to consider and approve the Scheme and the General Meeting to consider and pass the Resolution were each held earlier today in connection with the Acquisition and:

  • the requisite majority of Scheme Shareholders voted (either in person or by proxy) to approve the Scheme at the Court Meeting; and
  • the requisite majority of G&H Shareholders voted (either in person or by proxy) to approve the Resolution to implement the Scheme, including the amendment of G&H's articles of association, at the General Meeting.

Details of the resolutions passed are set out in the Notices of the Court Meeting and the General Meeting contained in Part IX and Part X, respectively, of the Scheme Document.

Voting results of the Court Meeting

The table below sets out the results of the poll conducted at the Court Meeting. Each Scheme Shareholder present (either in person or by proxy) was entitled to one vote per Scheme Share held at the Voting Record Time.

Number of Scheme Shareholders who voted**% of Scheme Shareholders who voted*Number of Scheme Shares voted% of Scheme Shares voted*Number of Scheme Shares voted as a % of the Scheme Shares eligible to be voted*
FOR14792.45%15,179,63479.17%55.46%
AGAINST2515.72%3,993,38320.83%14.59%
TOTAL159108.17%19,173,017100.00%70.05%

Notes:

* All percentages have been rounded to the nearest two decimal places.

**Where a Scheme Shareholder has cast some of its votes 'for' and some of its votes 'against' the resolution, such Scheme Shareholder has been counted as having voted both 'for' and 'against' the resolution for the purposes of determining the number of Scheme Shareholders who voted. Accordingly, the aggregate number of Scheme Shareholders voting 'for' and 'against' the resolution may exceed the total number of Scheme Shareholders voting.

Voting results of the General Meeting

The table below sets out the results of the poll conducted at the General Meeting. Each G&H Shareholder present (either in person or by proxy) was entitled to one vote per G&H Share held at the Voting Record Time.

ResolutionVotes FORVotes AGAINSTTotal votesVotes WITHHELD
Number of G&H Shares voted% of G&H Shares voted*Number of G&H Shares voted% of G&H Shares voted*Number of G&H Shares votedNumber of G&H Shares**
Approval of the implementation of the Scheme, including amendment of G&H's articles of association14,716,05378.64%3,997,72921.36%18,713,78284,932

Notes:

* All percentages have been rounded to the nearest two decimal places.

The total number of G&H Shares in issue at the Voting Record Time was 27,370,726. Consequently, the total number of voting rights in G&H at the Voting Record Time was 27,370,726.

Next steps and timetable

The outcome of today's Court Meeting and General Meeting means that Conditions 2.1 and 2.2 (as set out in Part A of Part III of the Scheme Document) have been satisfied. The Scheme remains subject to the sanction by the Court at the Court Hearing, which is expected to take place in the fourth quarter of 2026 and the satisfaction (or, where applicable, waiver) of certain other Conditions to the Scheme. Subject to satisfaction or, where applicable, waiver of the Conditions, the Scheme is expected to become Effective in the fourth quarter of 2026.

The expected timetable of principal events for the implementation of the Scheme remains as set out on pages 10 and 11 of the Scheme Document. These dates and times are indicative only and may be subject to change and will depend, among other things, on 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. If any of the dates and/or times 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.

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

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

Notices relating to financial advisers

Notice to US G&H Shareholders

Dealing and Opening Position Disclosure Requirements

Requesting hard copy documents

General

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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