Publication of Scheme Document Announcement

(a newly formed company indirectly owned by a consortium including: (i) funds managed or advised by Toscafund Asset Management LLP; (ii) funds managed or advised by THCP Advisory Limited; and (iii) funds managed or advised by Ares Management Limited)

to be implemented by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

PUBLICATION OF THE SCHEME DOCUMENT AND PROPOSED TOPCO ARTICLES

On 5 September 2026, the Spire Directors and Bidco Board announced that they had reached agreement on the terms of a recommended final[] cash offer, pursuant to which Bidco will acquire the entire issued and to be issued ordinary share capital of Spire that the Consortium does not already own (the “Acquisition”). The Acquisition is intended to be effected by means of a Court approved scheme of arrangement under Part 26 of the Companies Act 2006 (the “Scheme”).

The Spire Directors are pleased to announce that the scheme document containing the full terms and conditions of the Acquisition (the “Scheme Document”), has been published today by Spire. The Scheme Document contains, among other things, a letter from the Chair of Spire, an explanatory statement pursuant to section 897 of the Companies Act 2006, the Scheme, an expected timetable of principal events, notices of the Court Meeting and the General Meeting, together with the related Forms of Proxy, the Form of Election in relation to the Alternative Offer, and details of the actions to be taken by Spire Shareholders.

Copies of this announcement, the Scheme Document and related documentation will be made available, subject to certain restrictions relating to persons in, or resident in, Restricted Jurisdictions, on Spire’s website at www.investors.spirehealthcare.com and Bidco’s website at www.toscafund.com. The contents of Spire’s website and Bidco’s website are not incorporated into, and do not form part of, this announcement.

Hard copies of the Scheme Document (or, depending on the Spire Shareholders’ communication preferences, a letter or email giving details of the website where the Scheme Document may be accessed) and Forms of Proxy for the Court Meeting and the General Meeting and (in the case of any such Spire Shareholder that holds any Spire Shares in certificated form) a Form of Election are being sent to Spire Shareholders today, subject to restrictions relating to persons resident in or located in Restricted Jurisdictions.

* The financial terms of the Cash Offer and the Alternative Offer are final. Bidco may not revise the Cash Offer or the Alternative Offer other than in exceptional circumstances and only with the prior consent of the Panel. Bidco reserves the right to elect to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme, subject to obtaining the consent of the Panel and subject to the terms of the Co-operation Agreement.

Notices of the Court Meeting and General Meeting

As described in the Scheme Document, to become effective the Scheme will require, amongst other things, the approval of Scheme Shareholders at the Court Meeting, the passing of the Resolution by Spire Shareholders at the General Meeting and the subsequent sanction of the Court. The Scheme is also subject to the satisfaction or waiver of the Conditions and further terms that are set out in the Scheme Document.

Notices of the Court Meeting and the General Meeting, which will be held at 3 Dorset Rise, London, EC4Y 8EN on 30 October 2026 are set out in the Scheme Document. The Court Meeting will commence at 12.00 p.m. and the General Meeting at 12.15 p.m. (or as soon thereafter as the Court Meeting has concluded or been adjourned).

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 and reasonable representation of the opinion of Scheme Shareholders. Whether or not you intend to attend the Court Meeting and/or the General Meeting in person, please sign and return your Forms of Proxy, or deliver your voting instructions by one of the other methods mentioned in the Scheme Document, or if you hold your Spire Shares through the Equiniti Corporate Sponsored Nominee Service, by instructing the Equiniti Nominee in accordance with the Equiniti Nominee voting instruction, as soon as possible.

Spire Shareholders are strongly encouraged to appoint the Chair of the Court Meeting as their proxy to cast their proxy rather than any other named person. 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 Court Meeting.

Recommendation

For the reasons set out in the Scheme Document, the Spire Directors, who have been so advised by Perella Weinberg, Rothschild & Co and J.P. Morgan Cazenove as to the financial terms of the Cash Offer, consider the terms of the Cash Offer to be fair and reasonable. In providing their advice to the Spire Directors, Perella Weinberg, Rothschild & Co and J.P. Morgan Cazenove have taken into account the commercial assessments of the Spire Directors. Perella Weinberg is providing independent financial advice to the Spire Directors for the purposes of Rule 3 of the Code.

The Spire Directors consider that the terms of the Cash Offer are in the best interests of Spire Shareholders as a whole. Accordingly, the Spire Directors unanimously recommend that the Scheme Shareholders vote in favour of the Scheme at the Court Meeting and Spire Shareholders vote in favour of the Resolution to be proposed at the General Meeting, as the Spire Directors who hold Spire Shares have irrevocably undertaken to do in respect of their own beneficial holdings of Spire Shares representing, in aggregate, approximately 0.4 per cent. of the issued ordinary share capital of Spire and approximately 0.5 per cent. of the Scheme Shares, in each case as at the Latest Practicable Date.

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

Bidco is also separately making the Alternative Offer which Eligible Scheme Shareholders may elect for in respect of some or all of their Scheme Shares as an alternative to the Cash Consideration. The Spire Directors have reviewed the terms of the Alternative Offer, but for the reason described in paragraph ‎16 of ‎Part I (Letter from the Chair of Spire Healthcare Group plc) of the Scheme Document, the Spire Directors are unable to form a view as to whether or not the terms of the Alternative Offer are fair and reasonable and accordingly are not making any recommendation to holders of Spire Shares in relation to the Alternative Offer. In reviewing the terms of the Alternative Offer proposed by Bidco, the Spire Directors and Perella Weinberg, Rothschild & Co and J.P. Morgan Cazenove have identified certain key disadvantages and advantages of electing for the Alternative Offer which are set out in further detail in paragraph ‎16 of ‎Part I (Letter from the Chair of Spire Healthcare Group plc) of the Scheme Document. Spire Shareholders are strongly encouraged to take into account such disadvantages and advantages, and the investment considerations and risk factors set out in paragraph ‎4 of ‎Part II (Explanatory Statement) of the Scheme Document, as well as their particular circumstances, when deciding whether to elect for the Alternative Offer in respect of some or all of their Spire Shares. Spire Shareholders are also strongly recommended to seek their own independent financial, tax and legal advice in light of their own particular circumstances and investment objectives before deciding whether to elect for the Alternative Offer. Spire Shareholders should also ascertain whether the acquiring or holding of any Alternative Offer Securities is permitted under and/or otherwise affected by the laws of the relevant jurisdiction in which they reside in considering whether Alternative Offer Securities are a suitable investment in light of their own particular circumstances and investment objectives. Any decision to elect for the Alternative Offer should be based on such independent financial, tax and legal advice, and full consideration of the Scheme Document, together with the Topco Shareholders’ Agreement and the Proposed Topco Articles.

Timetable

The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also attached as an Appendix to this announcement. Subject to obtaining the approval of Scheme Shareholders at the Court Meeting, the Spire Shareholders at the General Meeting and the Court, and the satisfaction or, where applicable, the waiver of the other Conditions (as set out in the Scheme Document), the Scheme is expected to become effective during the final quarter of 2026 or the first quarter of 2027.

If any of the key dates set out in the timetable change, Spire will give notice of this change by issuing an announcement through a Regulatory Information Service and by making such announcement available on Spire’s website at www.investors.spirehealthcare.com.

Information for participants in the Spire Share Schemes

Participants in the Spire Share Schemes will be contacted separately regarding the effect of the Scheme on their rights under the Spire Share Schemes (and, where applicable, appropriate proposals will be made to participants in the Spire Share Schemes pursuant to Rule 15 of the Code (“Rule 15 Proposals”)).

Revised Alternative Offer documentation

Certain amendments have been made to the Original Proposed Topco Articles. The Original Proposed Topco Articles provided that the Consortium Investors would agree the formula pursuant to which the Topco A3 Ordinary Shares would convert into Topco Deferred Shares. As that formula has now been agreed, certain amendments have been made to the Original Proposed Topco Articles to set out that formula in full in the Proposed Topco Articles.

Shareholder helpline

If you have any questions in relation to this announcement, the Meetings, or the completion and return of the Forms of Proxy or the Form of Election, please telephone Equiniti between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday (except UK public holidays) on +44 (0) 371 384 2899 (please use the country code if calling from outside the UK). For deaf and speech impaired shareholders, Equiniti welcomes calls via Relay UK. Please see www.relayuk.bt.com for more information. Calls to the Shareholder Helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The Shareholder Helpline cannot provide advice on the merits of the Acquisition nor give any financial, legal or tax advice.

[1] The acquisition of Gleacher Shacklock LLP by Perella Weinberg Partners completed on 1 September 2026.

Spire Shareholders should be aware that the transaction contemplated herein may have tax consequences and that such consequences, if any, are not described herein. Spire Shareholders are urged to consult with appropriate legal, tax and financial advisers in connection with the consequences of the Acquisition (including the Alternative Offer) on them. It is intended that the Bidco Rollover Securities, Midco Rollover Securities and Midco 1 Rollover Securities constitute non-qualifying corporate bonds for holders of such securities who are UK tax resident individuals.

Requesting hard copies

Appendix

Expected timetable of principal events

All times shown are London times unless otherwise stated. All dates and times are based on Spire’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 Spire Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on Spire’s website at www.investors.spirehealthcare.com and Bidco’s website at www.toscafund.com.

Latest time for receipt of online voting instructions by any Spire Shareholder holding through the Equiniti Corporate Sponsored Nominee Service, for:

The following dates are indicative only and subject to change; please see note (5) below

Notes:

The BLUE Form of Proxy for the Court Meeting, if not received by the time stated above (or, if the Court Meeting is adjourned, 48 hours (excluding non-Business Days) before the adjourned Court Meeting), may be handed to a representative of Equiniti, on behalf of the Chair of the Court Meeting, or to the Chair of the Court Meeting, or scanned and emailed to Equiniti at proxyvotes@equiniti.com, before the start of the Court Meeting. Please see “Action to be taken” on pages 10 to 16 of the Scheme Document.

The WHITE Form of Proxy must be received no later than 12.15 p.m. (London time) on 28 October 2026 (or, if the General Meeting is adjourned, 48 hours (excluding non-Business Days) before the time fixed for the adjourned Meeting). The WHITE Form of Proxy cannot be handed to the Chair of the General Meeting or Equiniti or otherwise emailed and will be invalid if submitted after the deadline. Please see “Action to be taken” on pages 10 to 16 of the Scheme Document.

If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6.30 p.m. on the date which is two days (excluding non-Business Days) before the date set for such adjourned Meeting.

To commence at 12.15 p.m. or as soon thereafter as the Court Meeting shall have concluded or adjourned.

These times and dates are indicative only, based on current expectations, and will depend on, among other things, the dates upon which: (i) the Conditions are satisfied or (where applicable) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order sanctioning the Scheme is delivered to the Registrar of Companies. If the expected date of the Court Hearing is changed, Spire will give adequate notice of the changes to the dates/times set out above by issuing an announcement through a Regulatory Information Service.

The Election Return Time will be 1.00 p.m. on the Business Day prior to the date of the Court Hearing (which remains to be set but is currently expected to take place in the fourth quarter of 2026 or the first quarter of 2027). Once the date of the Court Hearing is set, Spire will announce the Election Return Time via a Regulatory Information Service (with such announcement being made available on Spire’s website at www.investors.spirehealthcare.com) and an appropriate event will be set up by Euroclear in CREST. It will be possible for TTE Instructions to be sent to Euroclear from such time onwards until the Election Return Time.

The latest date by which the Scheme must be implemented may be extended by agreement between Spire and Bidco with the prior consent of the Panel and (if required) the approval of the Court.