Publication of the Scheme Document

(a newly incorporated company established by Luke Johnson and Ian Livingstone (the "Consortium"))

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Publication of the Scheme Document

On 10 December 2025, the boards of directors of Inspecs Group plc ("Inspecs" or the "Company") and Bidco 1125 Limited ("Bidco"), a newly formed company established by the Consortium, announced that they had reached agreement on the terms of a recommended cash acquisition by Bidco of the entire issued and to be issued share capital of the Company (the "Acquisition"), for cash consideration of 84 pence per Inspecs share with a securities alternative. It is intended that the Acquisition will be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), although Bidco reserves the right to elect to implement the Acquisition by way of a Takeover Offer (subject to the consent of the Panel).

Inspecs and Bidco are pleased to announce that a circular relating to the Scheme (the "Scheme Document") has now been published. The Scheme Document sets out, among other things, 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 Meetings, an estimate of the value of each Consideration Share and 83.99 pence in par value of Consideration Loan Notes for the purposes of Rule 24.11 of the Takeover Code, and details of the actions to be taken by Inspecs Shareholders.

The Scheme Document, together with the related Forms of Proxy and (where relevant) the Form of Election for the Alternative Offer are today being sent to Inspecs Shareholders and, for information only, being made available to participants in the Inspecs Share Schemes.

Copies of this Announcement and the Scheme Document will be made available free of charge on the Inspecs and Risk Capital websites (www.inspecs.com/investor-relations and www.riskcapitalpartners.co.uk).

Notices of the Court Meeting and General Meeting

As further detailed in the Scheme Document, to become Effective, the Scheme will require, amongst other things, that the requisite majorities of:

• Voting Scheme Shareholders vote in favour of the Scheme at the Court Meeting; and
• Inspecs Shareholders vote in favour of the Resolution at the General Meeting.

The Scheme is also subject to the satisfaction of the conditions relating to the National Security and Investment Act 2021, the satisfaction or (where applicable) the waiver of the other Conditions set out in full in Part III of the Scheme Document and the sanction of the Court.

Notices convening the Court Meeting and the General Meeting for 10.00 a.m. and 10.15 a.m. respectively on 9 February 2026 (or, in the case of the General Meeting, as soon thereafter as the Court Meeting has concluded or been adjourned), each to be held at the offices of Macfarlanes LLP at 20 Cursitor Street, London, EC4A 1LT, are set out in Part XV and Part XVI of the Scheme Document.

Action to be taken by Inspecs 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 representation of opinion of Voting Scheme Shareholders. Therefore, Voting Scheme Shareholders are strongly encouraged to complete, sign and return their Forms of Proxy in accordance with the instructions thereon, or to appoint a proxy through CREST, online or electronically, as soon as possible.

Inspecs 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 Inspecs Shareholders is set out on pages 1 to 6 and in paragraph 16 of Part II (Explanatory Statement) of the Scheme Document.

Expected timetable of principal events

The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also set out in the Appendix to this Announcement. Subject to obtaining the approval of the requisite majorities of Voting Scheme Shareholders at the Court Meeting, the requisite majority of Inspecs Shareholders voting at the General Meeting, the sanction of the Court, the satisfaction of the conditions relating to the National Security and Investment Act 2021, and the satisfaction or, where applicable, waiver, of the other Conditions (as set out in the Scheme Document), the Scheme is expected to become Effective in the first quarter of 2026.

If any of the key dates set out in the timetable change, Inspecs will give notice of this change by issuing an announcement through a Regulatory Information Service and by making such announcement available on the Inspecs website at www.inspecs.com/investor-relations.

Shareholder helpline

Fladgate LLP is providing legal advice to Bidco and the Consortium and Macfarlanes LLP is providing legal advice to Inspecs.

Disclaimers

Dealing and Opening Position Disclosure Requirements

Requesting hard copy documents

General

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

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following dates are indicative only and are subject to change (5)

Notes:

• It is requested that BLUE Forms of Proxy for the Court Meeting be lodged no later than 48 hours (excluding any part of such 48-hour period that is not a Business Day) before the time and date set for the Court Meeting or, if the Court Meeting is adjourned, no later than 48 hours before the time fixed for such adjourned Court Meeting (excluding any part of such 48-hour period that is not a Business Day). However, BLUE Forms of Proxy not so lodged may be handed to the chair of the Court Meeting or a representative of Equiniti before the taking of the poll at the Court Meeting.
• WHITE Forms of Proxy for the General Meeting must be lodged no later than 48 hours before the time and date set for the holding of the General Meeting in order to be valid or, if the General Meeting is adjourned, no later than 48 hours before the time fixed for such adjourned General Meeting (excluding any part of such 48-hour period that is not a Business Day). WHITE Forms of Proxy for the General Meeting not lodged by this time will be invalid.
• If either of the Meetings are adjourned, the Voting Record Time for the relevant adjourned meeting will be 6.30 p.m. on the date falling two Business Days before the date set for the relevant adjourned meeting.
• These dates and times are indicative only and will depend, among other things, on the date on which: (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) a copy of the Scheme Court Order is delivered to the Registrar of Companies for registration.
• The Election Return Time will be announced by Bidco and/or Inspecs at the same time as the announcement of the date of the Sanction Hearing, via a Regulatory Information Service, as soon as reasonably practicable once the date of the Sanction Hearing has been established. The Election Withdrawal Deadline shall be the later of (i) the Election Return Time and (ii) such other time as Bidco and Inspecs may agree.
• Following sanction of the Scheme by the Court, the Scheme will become Effective in accordance with its terms upon a copy of the Scheme Court Order being delivered to the Registrar of Companies for registration. This is presently expected to occur two Business Days following the date of the Sanction Hearing, subject to satisfaction or (where capable of waiver) waiver of the Conditions.
• This is the latest date by which the Scheme may become Effective unless Inspecs and Bidco agree, and (if required) the Court and the Panel allow.
• All references in this document to times are to times in London (unless otherwise stated).
• All times and dates are indicative only and are based on the current expectations of Inspecs and Bidco and may be subject to change. Inspecs will give notice of any change(s) to the above times and dates by issuing an announcement through a Regulatory Information Service and, if required by the Panel, posting notice of the change(s) to Inspecs Shareholders and persons with information rights. Copies of any such announcements will be made available on the Inspecs website at www.inspecs.com/investor-relations.