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Senior PLC — Proxy Solicitation & Information Statement 2026
Apr 30, 2026
4599_agm-r_2026-04-30_cf00cae5-1a57-45ac-8a0f-1d9e1408fe84.pdf
Proxy Solicitation & Information Statement
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Senior plc
Court Meeting
Attendance Card
senior
The Court Meeting of Senior plc ("Senior") will be held at 10:00 a.m. (London time) on 26 May 2026 at 59/61 High Street, Rickmansworth, Hertfordshire, WD3 1RH.
Please retain this Attendance Card as you will need the details below to attend the Court Meeting
Attendance at the Court Meeting
You are encouraged to complete and return the Form of Proxy that accompanies this Attendance Card even if you plan to attend the Court Meeting. Doing so will not prevent you from attending, speaking and voting in person at the Court Meeting but will ensure that your vote is counted if you are unable to attend.
If you plan to attend the Court Meeting, please sign this Attendance Card and bring it with you for production at the registration desk to authenticate your right to attend. You are advised to arrive at least 15 minutes prior to the start of the Court Meeting to allow time for registration.
Any changes to these arrangements will be communicated to Scheme Shareholders in advance of the Court Meeting, via Senior's website (https://www.seniorplc.com/) and by an announcement through a Regulatory Information Service.
Shareholder Reference Number
Signature of person attending
senior
By an order dated 29 April 2026 made in the matter of Senior plc (the "Company" or "Senior"), the Court has granted permission for a meeting of the Scheme Shareholders (as defined in the scheme document of the Company dated 30 April 2026 (the "Scheme Document")) to be convened for the purpose of considering and, if thought fit, approving (with or without modification) a scheme of arrangement pursuant to Part 26 of the Companies Act 2006 (the "Scheme") between the Company and the Scheme Shareholders (as defined in the Scheme Document), such court meeting to be held at 10:00 a.m. (London time) on 26 May 2026 at 59/61 High Street, Rickmansworth, Hertfordshire, WD3 1RH (the "Court Meeting").
Please read the Notice of Court Meeting in Part IX (Notice of Court Meeting) of the Scheme Document and the Notes on the reverse before completing this Form of Proxy in black ink.
Shareholder Reference Number
I/We hereby appoint the Chair of the Court Meeting (the "Chair"); or
[NB: Leave 'Name of proxy' box blank to appoint the Chair as your proxy. You are strongly advised to appoint the Chair as your proxy. Do not insert your own name. Leave 'Number of shares proxy appointed over' box blank to vote all of your shares.]
Name of proxy
Number of shares proxy appointed over
to be my/our proxy to exercise all or any of my/our rights to attend, speak and vote on my/our behalf at the Court Meeting of Senior, to be held at 10:00 a.m. on 26 May 2026 at 59/61 High Street, Rickmansworth, Hertfordshire, WD3 1RH and at any adjournment or postponement thereof. I/We appoint my/our proxy to vote in the manner indicated below (see Note 3).
Please indicate here with an 'X' if this Form of Proxy is one of multiple instructions being given (see Note 6).
If you wish to vote for the Scheme, sign in the box marked 'FOR', or if you wish to vote against the Scheme, sign in the box marked 'AGAINST'.
PLEASE SIGN IN ONLY ONE OF THE BOXES BELOW. THIS FORM MUST BE SIGNED IN ORDER TO BE VALID. IF YOU SIGN MORE THAN ONE BOX THIS FORM WILL BE INVALID (see Notes 13 and 15).
FOR the said Scheme SIGNATURE
AGAINST the said Scheme SIGNATURE
Date:
Please return this Form of Proxy to Equiniti Limited ("Equiniti") by post (using the enclosed reply-paid envelope (for postage within the UK)) (see Note 5). Alternatively, you can submit your proxy electronically through Equiniti's Shareview website (see Notes 10 and 12) or, if you are an institutional investor, through Proxymity (see Notes 11 and 12) or through CREST using the CREST electronic proxy appointment service (see Notes 7, 8 and 9). To be valid, your Form of Proxy needs to have been received by Equiniti no later than 10:00 a.m. on 21 May 2026 (see Notes 5, 8 and 12).
Please sign and return this Form of Proxy whether or not you plan to attend the Court Meeting.
Sterling Financial Print
178091
Notes to Form of Proxy
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All capitalised but undefined terms in the Form of Proxy and these Notes shall have the same meaning as set out in the scheme document made available to the shareholders on or around 30 April 2026 (the "Scheme Document"). Full details of the resolution to be proposed at the Court Meeting, together with explanatory notes, are set out in the Notice of Court Meeting contained in Part IX (Notice of Court Meeting) of the Scheme Document. Before completing this Form of Proxy, please also read the section entitled "Action to be Taken" set out in the opening pages of the Scheme Document. You can access the Scheme Document at https://www.seniorplc.com/. Any Scheme Shareholder holding shares through a nominee, trustee or custodian should contact the nominee, trustee or custodian as soon as possible, as the method of voting and the deadlines for such Scheme Shareholders to appoint proxies may be different from those set out in the Form of Proxy and these Notes.
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The Court has appointed Ian King, or failing him, any other director of the Company (each with a business address of 59/61 High Street, Rickmansworth, Hertfordshire, WD3 1RH) to act as Chair of the Court Meeting and has directed the Chair to report the result thereof to the Court.
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Every Scheme Shareholder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his or her proxy to exercise all or any of his or her rights to attend, speak, submit questions and, on a poll, to vote on their behalf at the Court Meeting. Scheme Shareholders are strongly encouraged to submit proxy appointments and instructions for the Court Meeting as soon as possible, using any of the applicable methods (by post, electronically through Shareview or (if you are an institutional investor) Proxymity, or electronically through CREST) set out below. Scheme Shareholders are also strongly encouraged to appoint "the Chair of the Court Meeting" as their proxy. If you wish to appoint a person other than the Chair, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Unless otherwise instructed, a person appointed as proxy will exercise his or her discretion as to any business other than the resolution to approve the Scheme (including amendments to the Scheme and any procedural business, including any resolution to adjourn) which may come before the Court Meeting.
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Entitlement to attend, speak and vote at the Court Meeting or any adjournment or postponement thereof and the number of votes which may be cast at the Court Meeting will be determined by reference to the register of members of Senior at 6:30 p.m. (London time) on 21 May 2026 or, if the Court Meeting is adjourned or postponed, 6:30 p.m. (London time) on the date which is two Business Days before the date fixed for the adjourned or postponed meeting. Changes to the register of members after the relevant time shall be disregarded in determining the rights of any person to attend, speak and vote at the Court Meeting.
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It is requested that this Form of Proxy (together with any power of attorney or other authority, if any, under which it is signed, or a duly certified copy thereof) be returned to Senior's Registrar, Equiniti, by post to 'Equiniti Limited, Highdown House, Yeoman Way, Worthing, West Sussex, BN99 6DA', so as to be received as soon as possible and in any event no later than 10:00 a.m. on 21 May 2026 (or, in the case of an adjournment or postponement of the Court Meeting, 48 hours (excluding any such 48 hour period falling on a non-Business Day) before the time appointed for the adjourned or postponed meeting). If this Form of Proxy is not received by such time, it may be: (i) scanned and emailed to Equiniti at the following email address: [email protected]; 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).
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To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the shareholder helpline using the details set out in Note 18 below, or you may photocopy this Form of Proxy. Please indicate in the box next to the proxy holder's name (see reverse) the number of Scheme Shares in relation to which they are authorised to act as your proxy. If left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement. Please also indicate by marking the box provided (see reverse) if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope. Where two or more valid but differing Forms of Proxy are delivered for use at the Court Meeting in respect of the same Scheme Share(s), the one which has been delivered last (regardless of when it was signed or by what means it was delivered) shall be treated as replacing and revoking the other(s) which have been delivered in respect of such Scheme Share(s). If it cannot be determined which Form of Proxy was delivered last, none of the forms shall be treated as valid.
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Scheme Shareholders who hold their shares in uncertificated form through CREST who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual (which can be viewed at www.euroclear.com).
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In order for a proxy appointment or instruction made using the CREST service to be valid, the CREST Proxy Instruction must be properly authenticated in accordance with the specifications of Euroclear and must contain the information required for such instructions as described in the CREST Manual. The message (regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy) must, in order to be valid, be transmitted so as to be received by the issuer's agent (CREST Participant ID R419) no later than 10:00 a.m. (London time) on 21 May 2026 or, in the case of an adjournment or postponement of the Court Meeting, no later than 48 hours (excluding any such 48 hour period falling on a non-Business Day) before the time appointed for the adjourned or postponed meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which Equiniti is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. If the CREST proxy appointment or instruction is not received by this time, this Form of Proxy may be: (i) scanned and emailed to Equiniti at the following email address: [email protected]; 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).
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CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed any voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. For further information on the logistics of submitting messages in CREST, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. Senior may treat as invalid a CREST Proxy Instruction in the circumstances set out in the CREST Regulations.
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As an alternative to completing and returning the printed Forms of Proxy, proxies may be appointed electronically by going to Equiniti's Shareview website, www.shareview.co.uk, and logging into your Shareview Portfolio. If you have not yet registered for a Shareview Portfolio, you may do so by going to www.shareview.co.uk and entering the requested information. It is important that you register for a Shareview Portfolio in sufficient time to complete the registration and authentication process. Once you have logged into your Shareview Portfolio, click "View" on the "My Investments" page and then follow the link to vote and the on-screen instructions.
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If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by Senior and approved by the Registrar. For further information regarding Proxymity, please visit www.proxymity.io. Before you can appoint a proxy via this process, you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them, and they will govern the electronic appointment of your proxy.
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For an electronic proxy appointment (via Shareview or Proxymity) to be valid, the appointment must be received no later than 48 hours (excluding any such 48 hour period falling on a non-Business Day) before the Court Meeting (or in the case of any adjournment or postponement, no later than 48 hours (excluding any such 48 hour period falling on a non-Business Day) before the time and date set for the adjourned or postponed Court Meeting). If you have not appointed a proxy electronically by this time, this Form of Proxy may be: (i) scanned and emailed to Equiniti at the following email address: [email protected]; 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).
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Any alterations made to this Form of Proxy should be initialled.
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The completion and return of this Form of Proxy (or transmission of a proxy appointment electronically through Shareview or (in the case of institutional investors) Proxymity, or electronically through CREST) will not prevent you from attending, speaking and voting in person at the Court Meeting if you are entitled to and wish to do so.
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In the case of joint holders of Scheme Shares, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s). For this purpose, seniority will be determined by the order in which the names stand in the register of members of Senior in respect of the relevant joint holding.
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As an alternative to appointing a proxy, any holder of Scheme Shares which is a corporation may appoint one or more corporate representatives who may exercise on its behalf all its powers as a member, provided that if two or more corporate representatives purport to vote in respect of the same shares, if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way, and in other cases the power is treated as not exercised.
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You may not use any electronic address provided either in the Notice of Court Meeting in Part IX (Notice of Court Meeting) of the Scheme Document or in any related documents (including this Form of Proxy) to communicate with Senior for any reason other than those expressly stated.
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If you have any questions about the Scheme Document or the Court Meeting, or are in any doubt as to how to complete this Form of Proxy or to submit your proxies electronically, 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 from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones. Please note that calls may be monitored or recorded and Equiniti cannot provide advice on the merits of the Scheme nor give any financial, legal or tax advice.