Senior PLC — M&A Activity 2026

May 26, 2026

Company Number: 00282772

THE COMPANIES ACT 2006
COMPANY LIMITED BY SHARES

SPECIAL RESOLUTION
OF
SENIOR PLC
(the "Company")
Passed on 26 May 2026

At a General Meeting of the Company duly convened and held at 59/61 High Street, Rickmansworth, Hertfordshire, WD3 1RH on 26 May 2026 at 10:15 a.m. (London time), the following resolution was duly passed as a special resolution:

SPECIAL RESOLUTION

THAT:

(A) for the purpose of giving effect to the scheme of arrangement dated 30 April 2026 between the Company and the holders of Scheme Shares (as defined in said scheme of arrangement), a print of which has been produced to this meeting and for the purposes of identification has been signed by the Chair of this meeting, in its original form or with or subject to any modification, addition, or condition agreed by the Company and BidCo and approved or imposed by the Court (the "Scheme"), the directors of the Company (or a duly authorised committee thereof) be authorised to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect; and

(B) with effect from the passing of this resolution, the articles of association of the Company be and are hereby amended by the adoption and inclusion of the following new article 132:

"SCHEME OF ARRANGEMENT

Shares not subject to the Scheme of Arrangement

132.

In this article, references to the "Scheme" are to the scheme of arrangement dated 30 April 2026, between the Company and the Scheme Shareholders (as defined in the Scheme) under Part 26 of the Companies Act 2006 in its original form or with or subject to any modification, addition or condition approved or imposed by the High Court of Justice in England and Wales and agreed by the Company and Zeus UK Bidco Limited

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("BidCo") and (save as defined in this article) terms defined in the Scheme shall have the same meanings in this article.

Notwithstanding any other provision of these articles, if the Company issues or transfers out of treasury any shares (other than to BidCo, any parent undertaking of BidCo, any subsidiary of BidCo, or any nominee of BidCo (each a "BidCo Company")) at any time on or after the date of adoption of this article and prior to the Scheme Record Time, such shares shall be issued or transferred subject to the terms of the Scheme (and shall be Scheme Shares for the purposes of the Scheme) and the holder or holders of such shares shall be bound by the Scheme accordingly.

Notwithstanding any other provision of these articles and provided the Scheme has become effective, if any shares in the Company are issued or transferred out of treasury to any person (other than a BidCo Company or its nominee(s)) (a "New Member") at or after the Scheme Record Time (each a "Post-Scheme Share") they will be immediately transferred to BidCo (or such person as BidCo may direct) (the "Purchaser") in consideration of and conditional on the payment, by or on behalf of BidCo, to the New Member of an amount in cash for each Post-Scheme Share equal to the consideration to which a New Member would have been entitled pursuant to the Scheme becoming effective had such Post-Scheme Share been a Scheme Share, provided that any New Member may, prior to the issue or transfer of any Post-Scheme Shares to such New Member pursuant to the exercise of an option or satisfaction of an award under any of the Senior Share Plans, give not less than five Business Days' written notice to the Company in such manner as the directors shall prescribe of their intention to transfer legal and/or beneficial ownership of some or all of the Post-Scheme Shares to their spouse or civil partner. Any such New Member may, if such notice has been validly given, on such Post-Scheme Shares being issued or transferred to such New Member, immediately transfer to their spouse or civil partner legal and/or beneficial ownership of such Post-Scheme Shares, provided that such Post-Scheme Shares shall then be immediately transferred from that spouse or civil partner (including both legal and beneficial ownership thereof) to the Purchaser pursuant to this article as if the spouse or civil partner were a New Member. Where a transfer of Post-Scheme Shares to a New Member's spouse or civil partner takes place in accordance with this article, references to the "New Member" in this article shall be taken as referring to the spouse or civil partner of the New Member. If notice has been validly given pursuant to this article but the New Member does not immediately transfer to their spouse or civil partner the Post-Scheme Shares in respect of which notice was given, such Post-Scheme Shares shall be transferred directly to the Purchaser pursuant to this article and any consideration shall be payable to the New Member.

On any reorganisation of, or material alteration to, the share capital of the Company (including, without limitation, any subdivision and/or consolidation) carried out after the Effective Date, the value of the consideration per Post-Scheme Share to be paid under article 132(B) or 132(C) above shall be adjusted by the directors in such manner as the auditors of the Company or an investment bank selected by the Company may determine to be appropriate to reflect such reorganisation or alteration. References in this article to such shares shall, following such adjustment, be construed accordingly.

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To give effect to any transfer of Post-Scheme Shares required by this article, the Company may appoint any person as attorney and/or agent for the New Member to transfer the Post-Scheme Shares to the Purchaser and to do all such things and execute and deliver all such documents (whether as a deed or otherwise) as may, in the opinion of the attorney and/or agent, be necessary or desirable to vest such Post-Scheme Shares in the Purchaser and pending such vesting to exercise all such rights attaching to the Post-Scheme Shares as the Purchaser may direct. If an attorney and/or agent is so appointed, the New Member shall not thereafter (except to the extent that the attorney and/or agent fails to act in accordance with the directions of the Purchaser) be entitled to exercise any rights attaching to the Post-Scheme Shares unless so agreed by the Purchaser. The attorney and/or agent shall be empowered to execute and deliver as transferor a form or forms of transfer or other instrument(s) or instruction(s) of transfer (whether as a deed or otherwise) on behalf of the New Member in favour of the Purchaser and the Company may give good receipt for the consideration for the Post-Scheme Shares and may register the Purchaser as holder of the Post-Scheme Shares and issue to it certificates for the same. The Company shall not be obliged to issue a certificate to the New Member for the Post-Scheme Shares. Pending the registration of the Purchaser as the holder of any Post-Scheme Shares to be transferred pursuant to this article, BidCo shall be empowered to appoint a person nominated by the board to act as attorney on behalf of each holder of such share in accordance with such directions as BidCo may give in relation to any dealings with or disposal of such Post-Scheme Shares (or any interest therein), exercising any rights attached thereto or receiving any distribution or other benefit accruing or payable in respect thereof and the registered holder of such Post-Scheme Shares shall exercise all rights attaching thereto in accordance with the directions of BidCo but not otherwise.

Notwithstanding any other provision of these articles, neither the Company nor the board shall register the transfer of any shares effected between the Scheme Record Time and the Effective Date other than to the Purchaser pursuant to the Scheme.

If the Scheme shall not have become effective by the date referred to in paragraph 7.2 of the Scheme, this article shall cease to be of any effect."

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