Senior plc - Publication of Scheme Document

PUBLICATION OF SCHEME DOCUMENT

On 7 April 2026, the boards of directors of Senior 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 Senior (other than the Existing Tinicum Shares) (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 and posting of the Scheme Document

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

Hard copies of the Scheme Document (or, depending on Senior Shareholders' communication preferences, a letter or email giving details of the website where the Scheme Document may be accessed), together with the Forms of Proxy for the Court Meeting and the General Meeting, are being sent to Senior Shareholders. For information only, the Scheme Document will also be sent, or made available, to holders of options or awards under the Senior Share Plans and persons with information rights.

Action required

As further detailed in the Scheme Document, in order to become Effective, the Scheme will require, among other things, that the requisite majorities of: (i) Scheme Shareholders vote in favour of the Scheme at the Court Meeting; and (ii) Senior Shareholders vote in favour of the Resolution to be proposed at the General Meeting. The Scheme is also subject to the satisfaction or, where applicable, waiver of the Conditions and further terms that are set out in the Scheme Document.

Notices convening the Court Meeting and the General Meeting, both of which will be held at 59/61 High Street, Rickmansworth, Hertfordshire, WD3 1RH on 26 May 2026, are set out in the Scheme Document. The Court Meeting will start at 10:00 a.m. and the General Meeting 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/or the General Meeting will be communicated to Scheme Shareholders and Senior Shareholders before the relevant Meeting, including through Senior's website (https://www.seniorplc.com) 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. Therefore, whether or not you intend to attend the Court Meeting and/or the General Meeting, you are strongly encouraged to: (i) sign and return your Forms of Proxy by post; (ii) appoint a proxy electronically through Shareview or Proxymity (for institutional investors only); or (iii) transmit a proxy appointment and voting instruction online through the CREST electronic proxy appointment service, as soon as possible and, in any event, by no later than 10:00 a.m. on 21 May 2026 in respect of the Court Meeting and 10:15 a.m. on 21 May 2026 in respect of the General Meeting in accordance with the instructions set out in the Scheme Document and Forms of Proxy. Doing so will not prevent you from attending, speaking and voting in person at either Meeting, or any adjournment or postponement thereof, if you wish and are entitled to do so.

Scheme Shareholders and Senior Shareholders are also strongly encouraged to appoint the "Chair of the Meeting" as their proxy for each Meeting. This will ensure that your vote will be counted if you (or any other proxy you might otherwise appoint) are not able to attend the Meetings.

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 in the Appendix to this announcement. The Scheme remains conditional on the approval of the requisite majorities of Scheme Shareholders at the Court Meeting, the requisite majorities of Senior Shareholders at the General Meeting and the satisfaction or, where applicable, waiver of the other Conditions set out in the Scheme Document (including the sanction of the Court).

It is expected that the Scheme will become Effective by the end of Q1 2027. Senior will make further announcements through a Regulatory Information Service, with such announcements also being made available on Senior's website at https://www.seniorplc.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.

If the Scheme is sanctioned as outlined above, the last day of dealings in, and registration of transfers of, Senior Shares on the Main Market of the London Stock Exchange is expected to be the Business Day immediately prior to the Effective Date, and no transfers shall be registered after 6:00 p.m. on that date. It is intended that, subject to the Scheme becoming Effective, Senior shall make an application for the cancellation of trading of Senior Shares on the Main Market and for the cancellation of the listing of Senior Shares on the Official List, in each case to take effect on or shortly after the Effective Date.

Recommendation

The Senior Directors, who have been so advised by Lazard 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 Senior Directors, Lazard has taken into account the commercial assessments of the Senior Directors. Lazard is providing independent financial advice to the Senior Directors for the purposes of Rule 3 of the Takeover Code.

The Senior Directors consider that the terms of the Acquisition are in the best interests of Senior Shareholders as a whole. Accordingly, the Senior Directors recommend unanimously that Senior Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting, as the Senior Directors have irrevocably undertaken to do in respect of their own beneficial holdings of Senior Shares representing, in aggregate, approximately 0.6 per cent. of the ordinary share capital of Senior, and approximately 0.6 per cent. of the Scheme Shares, in each case in issue on the Latest Practicable Date.

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

Senior Share Plans

Joint letters from Senior and BidCo are being sent today to participants in the Senior Share Plans regarding the effect of the Acquisition on their rights under the Senior Share Plans and the arrangements applicable to them and, where required, setting out an appropriate proposal pursuant to Rule 15 of the Takeover Code (the "Share Plan Notices"). The Share Plan Notices will be made available on Senior's website at https://www.seniorplc.com/ and on BidCo's websites at https://www.tinicum.com/ and https://publishdocuments.co.uk/.

Additional information for Senior Shareholders

If you have any questions about this announcement, the Scheme Document, the Court Meeting or the General Meeting or are in any doubt as to how to complete the Form(s) of Proxy or to submit your proxies electronically through Shareview or Proxymity (for institutional investors only) or through CREST, please contact Equiniti by calling the shareholder helpline on +44 (0)371 384 2136. The shareholder helpline will be available from 8:30 a.m. to 5:30 p.m. Monday to Friday (except public holidays in England and Wales). Calls to the shareholder helpline from outside of the UK will be charged at applicable international rates. Different charges may apply to calls made from mobile telephones, and calls may be recorded and monitored for security and training purposes. Please note that Equiniti cannot provide advice on the merits of the Scheme, nor give financial, tax, investment or legal advice.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable is based on Senior's and BidCo's current expected dates for the implementation of the Scheme and is subject to change (including as a result of changes to the regulatory timetable). If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Senior Shareholders by announcement through the Regulatory Information Service of the London Stock Exchange, with such announcement being made available on Senior's website at https://www.seniorplc.com/. All times shown are London, United Kingdom times.

The following dates and times associated with the Scheme are indicative only and subject to change(1).

(1) The dates and times shown 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, and the date on which the Court sanctions the Scheme. References to times are to London, United Kingdom times. If any of the dates and/or times change, the revised dates and/or times will be notified to Senior Shareholders by announcement through the Regulatory Information Service on the London Stock Exchange, with such announcement being made available on Senior's website at https://www.seniorplc.com/. Participants in the Senior Share Plans will be contacted separately regarding the effect of the Scheme on their rights under the Senior Share Plans and with the details of the arrangements applicable to them.

(2) It is requested that the BLUE Form of Proxy for the Court Meeting be received no later than 10:00 a.m. on 21 May 2026 or, if the Court Meeting is adjourned or postponed, not later than 48 hours before the time fixed for the holding of the adjourned or postponed Court Meeting (excluding any such 48 hour period falling on a non-Business Day). If the BLUE Form of Proxy is not returned by the specified time, 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 received no later than 10:15 a.m. on 21 May 2026 or, if the General Meeting is adjourned or postponed, not later than 48 hours before the time fixed for the holding of the adjourned or postponed General Meeting (excluding any such 48 hour period falling on a non-Business Day).
• 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 days (excluding non-Business Days) before the date set for such adjourned or postponed Meeting.
• Scheme Shareholders who are on the Register at this time are entitled to receive Cash Consideration under the Scheme.
• The Scheme shall become Effective as soon as a copy of the Court Order has been delivered to the Registrar of Companies. This is expected to occur following the Scheme Record Time and prior to the cancellation of trading in Senior Shares. The events which are stated as occurring on subsequent dates are conditional on the Effective Date and operate by reference to that date.
• This is the latest date by which the Scheme may become Effective. However, the Long Stop Date may be extended to such later date (i) as may be agreed by BidCo and Senior or, in a competitive situation, as BidCo may specify with the Panel's consent; or (ii) as the Panel may direct under the Note on Section 3 of Appendix 7 of the Takeover Code, and in each case as the Court may approve (if such approval is required).

* All dates by reference to "D+1", "D+2" and "D+3" will be to the date falling the number of indicated Business Days immediately after the actual date, which is "D", as indicated above.

Disclaimers

No person has been authorised to give any information or make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied upon as having been authorised by Senior, the Senior Directors, BidCo, the BidCo Directors or by Barclays, Lazard, Jefferies, BMO, Deutsche Numis or any other person involved in the Acquisition. Neither the publication of this announcement nor holding the Meetings or the Sanction Hearing, or filing the Court Order shall, under any circumstances, create any implication that there has been no change in the affairs of the Wider Senior Group or the Wider BidCo Group since the date of this announcement or that the information in, or incorporated into, this announcement is correct as at any time subsequent to its date.

General