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Results of Court Meeting and General Meeting

In brief · summary, not quotable

Court and General Meetings voted to approve recommended cash acquisition of Senior by Zeus UK Bidco.

  • Scheme Shares voted FOR 227,221,488
  • Scheme Shares voted FOR 99.80%
  • General Meeting votes FOR 218,952,646
  • General Meeting votes FOR 99.70%
Full announcement

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On 7 April 2026, the boards of Senior and BidCo announced that they had reached an 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"). The Acquisition is being implemented by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") and is subject to the terms and conditions set out in the circular in relation to the Scheme sent to Senior Shareholders dated 30 April 2026 (the "Scheme Document").

Results of Court Meeting and General Meeting

Senior is pleased to announce that, at the Court Meeting to consider and approve the Scheme and the General Meeting to consider and pass the Resolution held earlier today in connection with the Acquisition:

  • the requisite majority of Scheme Shareholders (either in person or by proxy) voted in favour of the resolution to approve the Scheme at the Court Meeting; and
  • the requisite majority of Senior Shareholders (either in person or by proxy) voted in favour of the Resolution to implement the Scheme, including (among other things) the amendments to the Senior Articles, at the General Meeting.

Details of the resolutions that were proposed and passed at the Meetings are set out in the notices of the Court Meeting and the General Meeting contained in the Scheme Document, which is available on the Company's website at https://www.seniorplc.com/investors/offer-for-the-company.aspx.

Voting results at the Court Meeting

Results of Court MeetingScheme Shares votedScheme Shareholders who voted **No. of Scheme Shares voted as a % of the Scheme Shares eligible to be voted at the Court Meeting *
Number%*Number%*
FOR227,221,48899.8024389.0154.18
AGAINST459,6790.203010.990.11
TOTAL227,681,167100.00269**100.0054.29

* Rounded to two decimal places.

Voting results of the General Meeting

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

ResolutionVotes FOR**Votes AGAINSTTotal votesVotes WITHHELD***
Number%*Number%*NumberNumber
Approval of the implementation of the Scheme, including amendments to the Senior Articles218,952,64699.70657,4070.30219,610,05313,877

* Rounded to two decimal places.

** Includes discretionary votes.

The total number of Senior Shares in issue at the Voting Record Time (6:30 p.m. (London time) on 21 May 2026) was 419,418,082, with no shares held in treasury. Consequently, the total number of voting rights in Senior at the Voting Record Time was 419,418,082.

A copy of the Resolution passed at the General Meeting will be submitted today to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Next steps and timetable

The outcome of today's Court Meeting and General Meeting means that Conditions 2(A) and 2(B) (as set out in Part III (Conditions to and further terms of the Acquisition and the Scheme) of the Scheme Document) have been satisfied. The Scheme remains subject to the satisfaction or (where applicable) waiver of the remaining Conditions and further terms set out in the Scheme Document, including the Court sanctioning the Scheme at the Sanction Hearing, which is expected to be held in or before Q1 2027.

The expected timetable of principal events for the implementation of the Scheme remains as set out on pages 14 to 15 (inclusive) of the Scheme Document. 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. If any of the dates and/or times in the expected timetable change, the revised dates and/or times will be notified by announcement through a Regulatory Information Service and by making such announcement available on Senior's website at https://www.seniorplc.com/.

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

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

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