NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

1 September 2026

RECOMMENDED CASH ACQUISITION

of

Bodycote plc

by

Vulcan Alpha Bidco Limited

(a newly formed company indirectly wholly owned by funds and investment vehicles

managed or controlled by Veritas Capital Fund Management, L.L.C. ("Veritas"))

to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006

1.    Introduction

The boards of directors of Vulcan Alpha Bidco Limited ("BidCo") and Bodycote plc ("Bodycote") are pleased to announce that they have reached agreement on the terms and conditions of a recommended cash acquisition by BidCo for the entire issued and to be issued ordinary share capital of Bodycote (the "Acquisition").

2.    The Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out in Appendix 1 to this Announcement and the full terms and conditions to be set out in the Scheme Document, Bodycote Shareholders will be entitled to receive:

for each Bodycote Share:    940 pence (the "Offer Value")

comprising, for each Bodycote Share:

·          932.8 pence in cash (the "Cash Consideration"); and

·          the FY26 interim dividend of 7.2 pence per Bodycote Share, which Bodycote Shareholders are entitled to receive and retain without any reduction to the Cash Consideration.

The Cash Consideration represents a premium of approximately:

·          36.5 per cent. to the volume-weighted average price of 683.4 pence per Bodycote Share for the three-month period ended 21 May 2026 (being the undisturbed period prior to Bodycote's announcement on 22 May 2026 in relation to a possible offer for Bodycote following press speculation);

·          41.4 per cent. to the volume-weighted average price of 659.5 pence per Bodycote Share for the twelve-month period ended 21 May 2026 (being the undisturbed period prior to Bodycote's announcement on 22 May 2026 in relation to a possible offer for Bodycote following press speculation);

·          44.0 per cent. to the Closing Price of 647.8 pence per Bodycote Share on 7 July 2026 (being the last Business Day before Veritas submitted its initial proposal to Bodycote); and

·          24.3 per cent. to the Closing Price of 750.2 pence per Bodycote Share on 4 August 2026 (being the last Business Day before commencement of the Offer Period).

Including the Permitted Dividend, the Offer Value represents a premium of approximately:

·          37.5 per cent. to the volume-weighted average price of 683.4 pence per Bodycote Share for the three-month period ended 21 May 2026 (being the undisturbed period prior to Bodycote's announcement on 22 May 2026 in relation to a possible offer for Bodycote following press speculation);

·          42.5 per cent. to the volume-weighted average price of 659.5 pence per Bodycote Share for the twelve-month period ended 21 May 2026 (being the undisturbed period prior to Bodycote's announcement on 22 May 2026 in relation to a possible offer for Bodycote following press speculation);

·          45.1 per cent. to the Closing Price of 647.8 pence per Bodycote Share on 7 July 2026 (being the last Business Day before Veritas submitted its initial proposal to Bodycote); and

·          25.3 per cent. to the Closing Price of 750.2 pence per Bodycote Share on 4 August 2026 (being the last Business Day before commencement of the Offer Period).

The Cash Consideration implies a valuation for the entire issued, and to be issued, ordinary share capital of Bodycote of approximately £1,640 million on a fully diluted basis, and an enterprise value of approximately £1,840 million. The Offer Value implies a valuation for the entire issued, and to be issued, ordinary share capital of Bodycote of approximately £1,652 million on a fully diluted basis, and an enterprise value of approximately £1,852 million.

It is intended that the Acquisition will be implemented by means of a Court sanctioned scheme of arrangement under Part 26 of the Companies Act (or, if BidCo so elects, and subject to the consent of the Panel and the terms of the Co-operation Agreement, by way of a Takeover Offer).

Dividends

Bodycote Shareholders will continue to be entitled to retain the FY26 interim dividend of 7.2 pence per Bodycote Share which was declared on 28 July 2026 (the "Permitted Dividend") without any reduction in the Cash Consideration. The Permitted Dividend is expected to be paid on 5 November 2026 to Bodycote Shareholders on the register at close of business on 2 October 2026, and in any event will be paid by Bodycote to Bodycote Shareholders prior to the Effective Date.

If, on or after the date of this Announcement and prior to the Effective Date, any dividend, distribution and/or other return of value is declared, made or paid or becomes payable in respect of Bodycote Shares (other than the Permitted Dividend), BidCo reserves the right to reduce the Cash Consideration by up to the amount of any such dividend, other distribution and/or other return of value, except where the Bodycote Shares are or will be acquired pursuant to the Scheme (or, if applicable, Takeover Offer) on a basis which entitles BidCo to receive the dividend, distribution or other return of value and to retain it.

Any exercise by BidCo of its rights referred to in the above paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme. In such circumstances, any reference in this Announcement to the Cash Consideration shall be deemed to be a reference to the Cash Consideration as so reduced.

The aggregate amount of cash to which a Bodycote Shareholder will be entitled under the Scheme will be rounded down to the nearest penny.

3.    Background to and reasons for the Acquisition

Veritas believes that Bodycote represents an attractive opportunity to acquire a leading global provider of metal technology solutions, with differentiated technical capabilities, deep material science expertise, a global network and long-standing customer relationships across attractive end markets.

In evaluating the Acquisition, Veritas has been attracted not only by the quality of the Bodycote business, but also by the degree to which Bodycote aligns with Veritas' established history of investing in and partnering with highly technical engineering businesses across aerospace, defence and performance industrial technology markets. Veritas believes that this experience is directly relevant to Bodycote and its end markets and would be instrumental in supporting the continued development of the business.

Since 1992, Veritas has completed more than 145 acquisitions, of which 15 platform acquisitions have been made in the aerospace and defence sector alone, together with a further 39 add-on acquisitions, representing approximately $13 billion of transaction value. Veritas' aerospace and defence portfolio has provided directly relevant sector expertise and adjacencies to Bodycote, including Chromalloy (a global leader in aeroengine technology), StandardAero (a leading independent aeroengine maintenance, repair and overhaul provider), Frontgrade Technologies (a leader in mission-critical electronic components for defence and space), and Abaco Systems (ruggedised embedded computing for defence platforms). Veritas believes that this long-standing experience provides important industry knowledge, operating expertise and insight into the customers and end markets Bodycote serves, which would support Bodycote's continued development and strengthen its strategic relevance to its customers and ecosystem.

Veritas' investment approach centres on partnering with management teams to support the growth and long-term success of the businesses in which it invests. Veritas intends to be a committed partner to Bodycote, leveraging its deep sector expertise, strong operational capabilities and financial resources to support the management team in accelerating the execution of Bodycote's strategy and sustainably improving the value of Bodycote for the benefit of its stakeholders over the long term.

As a private company under Veritas' ownership, Bodycote will benefit from enhanced flexibility and long-term perspective to support continued investment in the business and pursue targeted organic and inorganic growth opportunities.

4.    Background to and reasons for the recommendation

Bodycote today and its ongoing strategic transformation

Bodycote is the world's largest provider of heat treatment and specialist thermal processing services, operating a global network of approximately 130 facilities across 22 countries with a workforce of approximately 4,000 employees. Combining deep metallurgical expertise and advanced process technology, Bodycote provides mission-critical thermal processing services that enhance the performance, durability and reliability of metal components for customers across aerospace, automotive, energy and general industrial end markets.

Following a successful transition of the CEO role, Bodycote set out an update in December 2024 on its strategy and established its medium-term strategic plan to 2028. This strategic plan was designed to focus and enhance the group so that it is well positioned on the right processes and in the right end markets to enhance the growth and profitability of the group. To deliver this, the strategic plan was structured around three pillars: Optimise, Perform, Grow, and focused on creating an efficient plant footprint, implementing a group-wide operational programme to drive service quality and cost discipline, and to invest in structurally growing markets and Specialist Technologies. Bodycote also announced a new divisional structure around two platforms - Specialist Technologies and Precision Heat Treatment - and set out clear medium-term financial targets comprising:

·     Total revenue growth of mid-single digit per cent. per annum through the cycle;

·     Specialist Technologies increasing to 35-40 per cent. of Bodycote Group revenue by 2028;

·     Headline operating margins of greater than 20 per cent. by 2028;

·     Through-cycle operating cash conversion of 80-90 per cent.; and

·     Through-cycle Return on Capital Employed of 15-20 per cent.

Since December 2024, Bodycote has continued to deliver against the three strategic pillars with good progress set out in the announcement of Bodycote's H1 2026 results.

Optimise: Bodycote's business portfolio has been repositioned through the exit and consolidation of a number of automotive and general industrial focused sites through the Optimise programme. To-date, 27 out of the 31 sites that comprise the current Optimise programme have been exited, including the sale of 10 automotive-focused sites in France in 2025. Bodycote expects 29 out of 31 site exits to be complete by year-end 2026. Both the benefits from the programme and execution costs are on track, with an in-year profit benefit of approximately £4 million delivered in 2025 and a further £4 million incremental in-year benefit expected in 2026. Bodycote is confident in reaching at least £15 million of run-rate savings by mid-2027. Following the success of the programme to date and continued structural challenges in certain end markets, Bodycote is exploring an expansion of the programme.

Perform: Bodycote has initiated the roll-out of more advanced operational excellence tools, starting at four key "lighthouse sites" in North America and Europe, which have validated opportunities to improve efficiency, turnaround times and new product introduction lead time. Bodycote remains confident in delivering approximately 100 basis points of margin improvement from Perform by 2028.

Grow: Bodycote has enhanced its sales capability as well as investing in a number of strategic capital expenditure initiatives. These include Bodycote's first S³P facility in Asia and increased HIP capacity for Aerospace and Defence customers. In 2026 Bodycote also completed and integrated the acquisition of Spectrum Thermal Processing, an Aerospace and Defence-focused precision heat treatment business in North America.

Through this period of operational execution, Bodycote has been able to return value to shareholders through a combination of regular dividends and share buyback programmes. Since the commencement of the share buyback programme in March 2024, Bodycote has returned over £120 million to shareholders through share repurchases, while also maintaining its 38-year record of growing or maintaining the ordinary dividend with the recent interim dividend announcement for 2026 of 7.2 pence per share representing a 4.3 per cent. increase year-on-year. This reflects the Board's commitment to disciplined capital allocation and its confidence in Bodycote's future prospects.

Given the progress made in delivering the initiatives, the Board of Bodycote is confident in the ongoing execution of Bodycote's medium-term strategy. Bodycote continues to make progress towards delivery of the group's medium term financial targets with the majority of remaining improvements under Bodycote's control, including execution of the ongoing Optimise programme. At the same time, the Board is mindful of increasing structural challenges in certain Automotive and Industrial markets together with macro-economic uncertainties which create meaningful risk to delivery of Bodycote's medium term financial targets.

Background to proposals received from Veritas and CVC

Although the Board of Bodycote regularly considers all options to drive shareholder value, it has not solicited an offer for Bodycote. Following the announcement of the unsolicited approach by Apollo, on behalf of certain of its managed investment funds, on 22 May 2026, the Board received separate and unsolicited proposals from each of Veritas and CVC. The Bodycote Directors considered and assessed the proposals received from each party independently of each other, and of other alternatives.

The initial, separate proposals from Veritas and CVC were not at a level that the Board of Bodycote felt reflected an appropriate valuation of Bodycote and its future prospects. Both Veritas and CVC separately submitted a number of improved proposals. CVC ultimately independently submitted an improved proposal of 915 pence per Bodycote Share including the Permitted Dividend and Veritas ultimately independently submitted an improved proposal of 914 pence per Bodycote Share including the Permitted Dividend. The Board of Bodycote carefully and independently considered each of these significantly improved proposals and determined that each was at a level which the Board would be minded to recommend unanimously to shareholders should a firm intention to make an offer be announced on such financial terms. The Board of Bodycote separately granted access to confirmatory due diligence information to each of Veritas and CVC and initiated independent negotiations on the remaining terms of the Acquisition.

On 5 August 2026, following media speculation, Bodycote announced that the Board of Bodycote had received two separate conditional proposals from both Veritas and CVC. The Board also stated its focus on maximising value and delivering certainty to Bodycote Shareholders and Bodycote's broad stakeholder base. As such, the Board has worked separately on an expedited basis with both CVC and Veritas to announce a firm intention to make an offer pursuant to Rule 2.7 of the Takeover Code. On 31 August 2026, Veritas and BidCo submitted a further improved proposal to the Board of Bodycote and indicated that BidCo is in a position to announce a firm intention to make an offer at an Offer Value of 940 pence per Bodycote Share.

Considerations in respect of the terms of the Acquisition by Veritas

The Board of Bodycote remains confident in its ability to deliver sustained value creation for shareholders. However, the Bodycote Directors believe that the Offer Value represents an attractive opportunity for Bodycote Shareholders to realise an immediate and certain cash value for their investment relative to the macro-economic and end market risks inherent in the execution of Bodycote's strategy over the medium to longer-term.

In considering the financial terms of the Acquisition and determining whether they reflect an appropriate valuation of Bodycote and its future prospects, the Board of Bodycote took into account a number of factors including that:

·     the Acquisition will provide an opportunity for Bodycote Shareholders to realise, in cash, immediate value from delivery of the standalone strategy on an accelerated basis;

·     the certainty of the Acquisition should be weighed against the inherent uncertainty of delivering future value in the business, in particular given ongoing geopolitical and macroeconomic uncertainty and continued weakness in a number of Bodycote's end markets, in particular automotive and industrial markets;

·     the Offer Value of 940 pence per Bodycote Share represents an attractive premium of 37.5 per cent. to the volume-weighted average price of 683.4 pence per Bodycote Share for the three-month period ended 21 May 2026 (being the undisturbed period prior to Bodycote's announcement on 22 May 2026 in relation to a possible offer for Bodycote following press speculation), and 42.5 per cent. to the volume-weighted average price in the twelve-month period ended 21 May 2026; and

·     the Offer Value currently represents the only firm and deliverable proposal available to the Board of Bodycote that is capable of announcement on a recommended basis under Rule 2.7 of the Takeover Code.

In addition to the financial terms, the Bodycote Directors have also taken into account Veritas' stated intentions for the business and all its stakeholders, including its employees and customers. The Bodycote Directors note that Veritas is a highly experienced investor with a long history of investing in industrial and services businesses globally.

Accordingly, following careful consideration of the financial terms of the Acquisition, and the above factors, the Bodycote Directors intend to unanimously recommend that Bodycote Shareholders vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting, as the Bodycote Directors who hold Bodycote Shares have irrevocably undertaken to do (or procure to be done) in respect of their own beneficial holdings.

The Board of Bodycote is focused on maximising value and delivering certainty to Bodycote Shareholders and Bodycote's broad stakeholder base.

5.    Unanimous recommendation

The Bodycote Directors, who have been so advised by Barclays, Goldman Sachs, and Gleacher Shacklock as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their advice to the Bodycote Directors, Barclays, Goldman Sachs, and Gleacher Shacklock have taken into account the commercial assessments of the Bodycote Directors. Gleacher Shacklock is providing independent financial advice to the Bodycote Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, the Bodycote Directors intend unanimously to recommend that Bodycote Shareholders vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting, as the Bodycote Directors who hold Bodycote Shares have irrevocably undertaken to do (or procure to be done) in respect of their own beneficial holdings comprising 252,480 Bodycote Shares representing approximately 0.15 per cent. of the issued share capital of Bodycote as at the Latest Practicable Date.

6.    Irrevocable undertakings

As described in paragraphs ‎4 and ‎5 above, BidCo has received irrevocable undertakings to vote (or, where applicable, procure voting) in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by a Takeover Offer, to accept or procure acceptance of such Takeover Offer) from all Bodycote Directors who hold Bodycote Shares, in respect of their own legal and/or beneficial holdings which are under their control.

Such irrevocable undertakings from Bodycote Directors relate to 252,480 Bodycote Shares (representing approximately 0.15 per cent. of the issued ordinary share capital of Bodycote as at the Latest Practicable Date), as well as any further Bodycote Shares of which they may become the legal or beneficial holder (whether as a result of the exercise of options or vesting of awards under the Bodycote Share Plans or otherwise).

Further details of these irrevocable undertakings, including the circumstances in which they cease to be binding, are set out in Appendix 3.

7.    Information on BidCo and Veritas

BidCo is a private limited company incorporated for the purposes of the Acquisition. BidCo is indirectly wholly-owned by funds and investment vehicles managed or controlled by Veritas. BidCo has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition and the financing arrangements referred to in paragraph ‎10.

Veritas is a New York-based private investment firm, founded in 1992, with a strong track record of supporting the growth and development of its portfolio companies through investment in their capabilities and the pursuit of organic and inorganic growth opportunities. Veritas invests in companies that provide specialist products, services and software, with a particular focus on complex, highly regulated sectors, including aerospace and defence, national security, infrastructure and other government-influenced markets.

As at 30 June 2026, Veritas had approximately $54 billion of assets under management.

8.    Information on Bodycote

Bodycote is the world's largest provider of heat treatment and specialist thermal processing. Using innovative combinations of heat, pressure and surface technologies, Bodycote enhances the performance of metals and alloys, making critical components stronger, more durable and more reliable. Bodycote has approximately 130 operational sites across 22 countries, with an average of 4,127 employees during financial year for 2025. Bodycote serves global customers across aerospace and defence, automotive, energy, industrial markets, and consumer, medical and other end markets.

Bodycote operates through two principal divisions: Specialist Technologies, which comprises advanced and highly differentiated processes including Hot Isostatic Pressing, Speciality Stainless Steel Processes and Surface Technology; and Precision Heat Treatment, which involves the controlled heating and cooling of metals to optimise mechanical, chemical and metallurgical properties for high-performance components.

For the full year ended 31 December 2025, Bodycote achieved total revenue of £727.1 million and adjusted EBITDA of £184.7 million.

Bodycote's performance in H1 2026 was in line with management's expectations. Please see further details on Bodycote's Interim Results Outlook Statement in Appendix 4.

9.    Intentions of BidCo

Strategic Plans and Intentions

BidCo's strategic plans for Bodycote and the Bodycote Group

As set out in paragraph ‎3 (Background to and reasons for the Acquisition), BidCo believes that the Acquisition represents an attractive opportunity to acquire a leading global provider of metal technology solutions, with differentiated technical capabilities, deep material science expertise, a global network, and long-standing customer relationships across attractive end markets. BidCo believes these characteristics, combined with Bodycote's structural exposure to long-cycle sectors such as aerospace and defence, provides a strong foundation for long-term value creation under private ownership.

BidCo's investment approach centres on partnering with management teams to unlock the full potential of the high-quality businesses in which it invests. Veritas has an established history of investing in, supporting and improving highly engineered aerospace and defence, and performance industrial technology companies and BidCo intends to apply this investment approach to Bodycote.

Prior to this Announcement and, consistent with market practice, BidCo has been granted access to Bodycote's senior management for the purposes of confirmatory due diligence. This has enabled BidCo to develop a preliminary strategy for Bodycote that is similar to Bodycote's current strategy. BidCo intends to support continued growth through increased strategic investment in the business, particularly within areas of the portfolio operating in growing end-markets. BidCo intends to build on Bodycote's heritage of performance, quality, and innovation by investing in customer relationships, customer performance, and leading technical capabilities. BidCo is also able to provide greater financial resources and access to long-term capital to support a more active M&A strategy going forward. Additionally, BidCo intends to support ongoing management actions to optimise Bodycote's global network and enhance the business' focus on mission critical end-markets through exiting non-core sites, in line with its existing Optimise strategy. Irrespective of potential future network evolution, BidCo intends for Bodycote to deliver exceptional performance to its loyal and valued customer base across each site within its global network.

Following completion of the Acquisition, BidCo intends to work with the Bodycote management team to undertake a detailed evaluation of Bodycote's strategy, business portfolio, investment priorities and business plan (the "Business Evaluation") to identify levers to enhance and accelerate its strategy.

The Business Evaluation will include a review of the automotive and general industrial precision heat treatment businesses to consider whether parts of these businesses may be considered non-core to the aerospace, defence, power, and performance industrial-focused businesses of Bodycote and potential candidates for divestment. Any decision would take into account the views of all key stakeholders. No specific action or set of actions has been identified or agreed as at the date of this Announcement.

BidCo intends to complete the Business Evaluation within approximately 12 months of the Effective Date. The Business Evaluation will involve discussions with key stakeholders, including works councils (if and to the extent required by applicable law), and an assessment of the strategy, capital requirements, performance and potential of each of Bodycote's businesses.

Employees and management

BidCo attaches great importance to the skills and experience of Bodycote's management and employees, recognising the contributions they have made to Bodycote's achievements to date and the crucial role they will play in its continuing success. BidCo is looking forward to working with Bodycote's management and employees to support the future development of Bodycote and to ensure that it continues to thrive as a private company.

Separate from Bodycote management, it is intended that, with effect from the Effective Date and upon Bodycote becoming a private company, the non-executive directors of Bodycote will resign from office.

BidCo does not intend to make any material reduction in the headcount of the Bodycote Group, or any material change to the conditions of employment of the employees and management of the Bodycote Group. Once Bodycote ceases to be a listed company, BidCo anticipates that a limited number of functions associated with Bodycote's status as a publicly listed company will no longer be required in their current form, which will not result in a material reduction in the employee headcount of Bodycote. However, if any disposal occurs following the Business Evaluation, this could involve changes to Bodycote's business activities, places of business, numbers of employees, and fixed asset base, and could change the balance of skills and functions of the remaining employees and management. Following the Effective Date, BidCo intends to fully safeguard the existing contractual and statutory employment rights, including pension rights, of Bodycote management and employees in accordance with applicable law.

Other than as described above, BidCo does not intend to make any material change in the balance of skills and functions of the Bodycote Group's management and employees.

Incentive arrangements

BidCo attaches great importance to the skills, experience and expertise of the existing management and employees of the Bodycote Group save to the extent required in connection with any disposal following the Business Evaluation. BidCo has not entered into, and has not discussed any form of, incentivisation arrangements with members of Bodycote's management. BidCo intends to discuss the adoption of appropriate incentivisation arrangements for the Bodycote management team following completion of the Acquisition.

Pensions

BidCo recognises the importance of upholding Bodycote's pension obligations and ensuring that its pension schemes are appropriately funded in accordance with statutory requirements and the schemes' own governing documents.

Bodycote operates a defined benefit scheme in the UK (the "UK DB Scheme") which was closed to future accrual of benefits in April 2019. BidCo understands that the benefits of all members of the UK DB Scheme were bought-in with Pension Insurance Corporation during February 2026. BidCo also understands that additional employer contributions will be required by Bodycote to fund the remainder of the project to buy out individual members' benefits and conclude the winding-up of the UK DB Scheme (the "UK DB Buy-out"). BidCo supports Bodycote's plan to implement the UK DB Buy-out.

Bodycote also operates a defined contribution pension scheme in the UK to satisfy its statutory auto-enrolment obligations. In addition, Bodycote participates in several other pension schemes across various jurisdictions, including in Germany, Italy, Sweden, Switzerland and the Netherlands. BidCo does not intend to make any changes to Bodycote's current contribution arrangements to, or the benefits or eligibility criteria for, any of these pension schemes.

Headquarters, locations, fixed assets, and research and development

BidCo has no intention to effect any change in the locations of Bodycote's places of business, or to redeploy the fixed assets of the Bodycote Group. BidCo also has no intention to change the location of Bodycote's headquarters or headquarters functions, other than in respect of Bodycote's listed-company-related functions which will no longer be required upon Bodycote ceasing to operate as a publicly listed company.

BidCo understands the importance of research and development to Bodycote and its customers. BidCo plans to maintain Bodycote's commitment to prioritise research and development with customers to advance innovative solutions in metal technology.

Trading facilities

Bodycote Shares are currently listed on the Official List and admitted to trading on the Main Market of the London Stock Exchange.

As set out in paragraph ‎14, subject to the Acquisition becoming Effective, it is intended that requests will be made to the FCA to cancel the listing of the Bodycote Shares on the Official List and to the London Stock Exchange to cancel trading in Bodycote Shares on the London Stock Exchange's main market for listed securities. Following completion of the Acquisition, BidCo intends to re-register Bodycote as a private company.

Post-offer undertakings

No statement in this paragraph ‎9 constitutes or is intended to become a post-offer undertaking under Rule 19.5 of the Takeover Code.

10.  Financing of the Acquisition

The Cash Consideration payable by BidCo to Bodycote Shareholders will be financed by a combination of: (i) equity financing provided by investment funds managed by Veritas, and (ii) committed debt financing provided under the Interim Facilities Agreement.

Lazard, in its capacity as the sole financial adviser to BidCo, is satisfied that sufficient resources are available to BidCo to enable it to satisfy in full the Cash Consideration payable to Bodycote Shareholders under the terms of the Acquisition.

Prior to the Effective Date, BidCo may put in place alternative financing arrangements to reduce or replace the amount of cash consideration to be funded through the facilities provided under the Interim Facilities Agreement. In this respect, BidCo has commitments from Bank of America, N.A., London Branch, Deutsche Bank AG, London Branch, UBS AG London Branch, Citibank, N.A., London Branch and Citicorp North America, Inc. for long term third-party debt which it expects to be finalised on or prior to the Effective Date, a portion of which would be used to reduce or replace the amount of the cash consideration to be funded through the facilities provided under the Interim Facilities Agreement. In such circumstances, it would be necessary for Lazard, in its capacity as the sole financial adviser to BidCo, to be satisfied that sufficient resources were available to BidCo to satisfy in full the cash consideration payable to Bodycote Shareholders under the terms of the Acquisition.

Further information on the financing of the Acquisition will be set out in the Scheme Document.

11.  Bodycote Share Plans

Participants in the Bodycote Share Plans will be contacted regarding the effect of the Acquisition on their awards under the Bodycote Share Plans and appropriate proposals will be made to such participants in due course where required.

Details of the impact of the Acquisition on each of the Bodycote Share Plans and any proposals will be set out in the Scheme Document or, as the case may be, the Offer Document, and in separate letters to be sent to participants in the Bodycote Share Plans.

12.  Offer-related arrangements

Confidentiality Agreement

On 2 June 2026, Veritas and Bodycote entered into a confidentiality agreement in relation to the Acquisition (the "Confidentiality Agreement"), pursuant to which, amongst other things, Veritas gave undertakings to keep confidential certain information relating to Bodycote and/or to the Acquisition.

The Confidentiality Agreement also contains undertakings from Veritas that, for a period of 12 months from the date of the Confidentiality Agreement, Veritas shall not (and shall procure that its affiliates that have received confidential information in connection with the Acquisition will not) (i) solicit or entice away certain senior employees of Bodycote with whom Veritas or its affiliates first had contact in connection with the Acquisition or about whom confidential information was made available to Veritas in connection with the Acquisition or (ii) initiate or engage in discussions regarding the Acquisition with suppliers and customers of Bodycote or its affiliates without Bodycote's prior written consent (in each case, subject to customary carve-outs).

Veritas has also agreed to customary standstill arrangements that restricted Veritas' ability, amongst other things, to acquire interests in Bodycote Shares. However, these standstill restrictions ceased to apply upon release of this Announcement.

Co-operation Agreement

On the date of this Announcement, BidCo and Bodycote entered into a co-operation agreement in relation to the Acquisition (the "Co-operation Agreement"), pursuant to which, amongst other things: (i) BidCo has agreed to use all reasonable efforts as required by Rule 13.2 of the Takeover Code to obtain the regulatory clearances and approvals necessary to satisfy the Conditions ‎3‎(a) to ‎3‎(m) (inclusive) in ‎Part A of Appendix 1 to this Announcement; (ii) Bodycote and BidCo have agreed to provide each other with information and assistance in relation to the filings, submissions and notifications to be made in relation to such regulatory clearances and approvals; (iii) BidCo has agreed to provide Bodycote with certain information, assistance and access required for the preparation of the Scheme Document; (iv) BidCo agreed to certain undertakings if it implements the Acquisition as a Takeover Offer; and (v) Bodycote and BidCo agreed to certain provisions with respect to the Bodycote Share Plans and other employee-related matters.

The Co-operation Agreement may be terminated in certain circumstances, including:

·     if such termination is agreed in writing between BidCo and Bodycote;

·     upon written notice from BidCo to Bodycote, if the Bodycote Directors change their unanimous recommendation of the Acquisition or if a competing proposal completes, becomes effective or is declared or becomes unconditional;

·     upon written notice from Bodycote to BidCo on the expiry of 10 Business Days following an announcement by Bodycote that the Bodycote Directors have withdrawn their unanimous board recommendation without BidCo's prior consent, unless prior to the expiry of such period, Bodycote has notified BidCo in writing that it reconfirms its unanimous recommendation of the Acquisition;

·     upon the Effective Date; or

·     if the Acquisition (whether implemented by way of the Scheme or Takeover Offer, as the case may be) is withdrawn, lapses or terminates on or prior to the Long Stop Date, except where such withdrawal, lapse or termination (i) is as a result BidCo's switch to a Takeover Offer or (ii) is to be followed, within 5 Business Days (or such other date as agreed in writing between BidCo and Bodycote), by an announcement under Rule 2.7 of the Takeover Code by BidCo (or any person acting in concert with it) to implement the Acquisition by a different offer or scheme, at a cash price per Bodycote Share no less than that stated in this Announcement, unless otherwise agreed in writing between BidCo and Bodycote.

The foregoing summary of the Co-operation Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the text of the Co-operation Agreement, which is available for inspection as described in paragraph ‎17 below.

13.  Structure of and Conditions to the Acquisition

It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement between Bodycote and Scheme Shareholders under Part 26 of the Companies Act (although BidCo reserves the right to effect the Acquisition by way of a Takeover Offer, subject to the consent of the Panel and the terms of the Co-operation Agreement). The purpose of the Scheme is to provide for BidCo to become the holder of the entire issued and to be issued ordinary share capital of Bodycote.

The Acquisition is subject to the Conditions and certain further terms referred to in Appendix 1 to this Announcement and to the full terms and conditions to be set out in the Scheme Document. In particular, the Scheme will only become Effective if, among other things, the following events occur on or before the Long Stop Date:

·     a resolution to approve the Scheme is passed by a majority in number of the Scheme Shareholders (or relevant classes thereof) present and voting (and entitled to vote) at the Court Meeting, and any separate class meeting(s) which may be required by the Court, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares voted by those Scheme Shareholders (or relevant classes thereof);

·     the Resolutions required to facilitate the implementation of the Scheme being duly passed by Bodycote Shareholders at the General Meeting representing at least 75 per cent. of the votes validly cast on such Resolutions, either in person or by proxy;

·     following the Court Meeting and the General Meeting, the Scheme is sanctioned by the Court (without modification, or with modification on terms agreed by BidCo and Bodycote);

·     following such sanction by the Court, a copy of the Court Order is delivered to the Registrar of Companies; and

·     certain competition and regulatory approvals as detailed in Appendix 1 to this Announcement are obtained (or waived, as applicable).

The Scheme shall lapse if:

·     the Court Meeting and the General Meeting are not held on or before the 22nd day after the expected date of the Court Meeting and the General Meeting to be set out in the Scheme Document (or such later date, if any, as (i) BidCo and Bodycote may agree or (ii) (in a competitive situation) as may be specified by BidCo with the consent of the Panel, and in each case that, if so required, the Court may allow);

·     the Sanction Hearing is not held by the 22nd day after the expected date of such hearing to be set out in the Scheme Document in due course (or such later date, if any as (i) BidCo and Bodycote may agree or (ii) (in a competitive situation) as may be specified by BidCo with the consent of the Panel, and in each case that, if so required, the Court may allow); or

·     the Scheme does not become Effective by no later than 11.59 p.m. on the Long Stop Date,

provided, however, that the deadlines for the timing of the Court Meeting, the General Meeting and the Sanction Hearing as set out above may be waived by BidCo.

Upon the Scheme becoming Effective: (i) it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour of the resolutions proposed at those meetings); (ii) entitlements to Bodycote Shares held within the CREST system will be cancelled and such entitlements rematerialised; and (iii) share certificates in respect of Bodycote Shares will cease to be valid.

The Cash Consideration payable under the Scheme will be dispatched to Bodycote Shareholders no later than 14 days after the Effective Date.

Any Bodycote Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. The Resolutions to be proposed at the General Meeting will, amongst other matters, provide that the Bodycote Articles be amended to incorporate provisions requiring any Bodycote Shares issued after the Scheme Record Time (other than to BidCo and/or its nominees) to be automatically transferred to BidCo and consideration to be paid to the original recipient of the Bodycote Shares so issued, on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of the Bodycote Articles (as amended) will avoid any person (other than BidCo and its nominees) holding shares in the capital of Bodycote after the Effective Date.

The Scheme will be governed by the laws of England and Wales and will be subject to the jurisdiction of the courts of England and Wales. The Scheme will be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the UK Listing Rules, the FCA and the Registrar of Companies.

The Scheme Document will set out further details of the Scheme, including expected times and dates for each of the Court Meeting, the General Meeting and the Sanction Hearing, together with notices of the Meetings and with the associated Forms of Proxy. The Scheme Document will be despatched to Bodycote Shareholders within 28 days of this Announcement (or such later time as Bodycote, BidCo and the Panel may agree). The Court Meeting and the General Meeting will be held as soon as practicable thereafter.

14.  Cancellation of listing of Bodycote Shares

Before the Scheme becoming Effective, it is intended that applications will be made to: (i) the London Stock Exchange to cancel the admission to trading in Bodycote Shares on the Main Market, and (ii) to the FCA to cancel the listing of the Bodycote Shares on the Official List, in each case with effect from or shortly following the Effective Date. The last day of dealings in, and registration of transfers of, Bodycote Shares on the London Stock Exchange is expected to be the Business Day immediately prior to the Effective Date.

Upon the Scheme becoming Effective, Bodycote will become a wholly-owned subsidiary of BidCo and share certificates in respect of Bodycote Shares will cease to be valid and entitlements to Bodycote Shares held within the CREST system will be cancelled.

It is also intended that, following the Effective Date, Bodycote will be re-registered as a private limited company under the relevant provisions of the Companies Act.

15.  Disclosure of interests in Bodycote securities

Except for the irrevocable undertakings referred to in paragraph ‎6 above, as at the Latest Practicable Date, neither BidCo, nor any director of BidCo, nor, so far as BidCo is aware, any person acting in concert (within the meaning of the Takeover Code) with BidCo for the purposes of the Acquisition had:

·     any interest in or right to subscribe for any relevant securities of Bodycote;

·     any short positions in respect of relevant securities of Bodycote (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any such securities;

·     borrowed or lent any relevant securities of Bodycote (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code) or entered into any financial collateral arrangements relating to such securities, save for any borrowed relevant securities of Bodycote which had been either on-lent or sold; and/or

·     entered into any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Takeover Code in relation to any relevant securities of Bodycote.

"interests in securities" for these purposes and within the meaning of the Takeover Code arise, in summary, when a person has long economic exposure, whether absolute or conditional, to changes in the price of securities (and a person who only has a short position in securities is not treated as interested in those securities). Notwithstanding the above, a person will be treated as having an 'interest' by virtue of the ownership, voting rights or control of securities, or by virtue of any agreement to purchase, option in respect of, or derivative referenced to, securities.

16.  Consents

Each of Lazard, Goldman Sachs, Barclays, Gleacher Shacklock and Jefferies has given and not withdrawn its written consent to the publication of this Announcement with the inclusion of the references to its name in the form and context in which they appear.

17.  Documents available on website

Copies of the following documents will be available promptly via a link on Bodycote's website at www.bodycote.com/investors and BidCo's website at https://veritasdocument.com/, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, and in any event by no later than noon on the Business Day following the date of this Announcement until the end of the Acquisition:

·     this Announcement;

·     the irrevocable undertakings referred to in paragraph ‎6 above and summarised in Appendix 3 to this Announcement;

·     the Confidentiality Agreement referred to in paragraph ‎12 above;

·     the Co-operation Agreement referred to in paragraph ‎12 above;

·     the documents relating to the financing of the Acquisition, including the Interim Facilities Agreement; and

·     the written consent letter from each of Lazard, Goldman Sachs, Barclays, Gleacher Shacklock and Jefferies as referred to in paragraph ‎16 above.

18.  General

BidCo reserves the right, with the consent of the Panel, and subject to the terms of the Co-operation Agreement, to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, if BidCo so decides, on such other terms being no less favourable (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Appendix 1.

If the Acquisition is implemented as a Takeover Offer, upon sufficient acceptances being received in respect of such Takeover Offer, BidCo intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act so as to compulsorily acquire the remaining Bodycote Shares in respect of which the Takeover Offer has not been accepted.

The Acquisition will be on the terms and subject to the Conditions set out in Appendix 1 to this Announcement, and the full terms and conditions will be set out in the Scheme Document. The bases and sources of certain information contained in this Announcement are set out in Appendix 2 to this Announcement. A summary of the irrevocable undertakings given in relation to the Acquisition is contained in Appendix 3 to this Announcement. Appendix 4 contains a confirmation from the Bodycote Directors in respect of Bodycote's Interim Results Outlook Statement. Certain terms and expressions used in this Announcement are defined in Appendix 5 to this Announcement.

The Scheme Document will be despatched to Bodycote Shareholders within 28 days of this Announcement (or such later time as Bodycote, BidCo and the Panel may agree). The Court Meeting and the General Meeting will be held as soon as practicable thereafter. In deciding whether or not to vote or procure votes to approve the Scheme at the Court Meeting or to vote or procure votes in favour of the Resolutions relating to the Scheme at the General Meeting in respect of their Bodycote Shares, Bodycote Shareholders should rely on the information contained, and follow the procedures described, in the Scheme Document.

Enquiries:

Gibson, Dunn & Crutcher UK LLP is acting as legal adviser to Veritas and BidCo.

Herbert Smith Freehills Kramer LLP is acting as legal adviser to Bodycote.

Inside information

This announcement contains inside information as defined in the UK version of the Market Abuse Regulation (EU) No.596/2014, which is part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement via a Regulatory Information Service, such inside information will be considered to be in the public domain. The person responsible for arranging the release of this announcement on behalf of Bodycote is Alison Broughton.

Disclaimers

Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the UK by the Financial Conduct Authority ("FCA"), is acting exclusively as financial adviser to Veritas and BidCo and no one else in connection with the Acquisition and will not be responsible to anyone other than BidCo and Veritas for providing the protections afforded to clients of Lazard nor for providing advice in relation to the Acquisition or any other matters referred to in this Announcement. Neither Lazard nor any of its affiliates (nor any of their respective directors, officers, employees or agents), owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with the Acquisition, this Announcement, any statement contained herein or otherwise.

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the PRA and regulated in the UK by the FCA and the PRA, is acting exclusively as lead financial adviser to Bodycote and for no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than Bodycote for providing the protections afforded to clients of Barclays, nor for providing advice in relation to the matters referred to in this Announcement. In accordance with the Takeover Code, normal United Kingdom market practice and Rule 14e-5(b) of the U.S. Securities Exchange Act of 1934, as amended, Barclays and its affiliates will continue to act as exempt principal trader in Bodycote securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Takeover Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

Goldman Sachs International ("Goldman Sachs"), which is authorised by the Prudential Regulation Authority ("PRA") and regulated by the FCA and the PRA in the UK, is acting exclusively as lead financial adviser to Bodycote and for no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than Bodycote for providing the protections afforded to clients of Goldman Sachs, or for providing advice in relation to the matters referred to in this Announcement.

Jefferies International Limited ("Jefferies"), which is authorised and regulated by the FCA in the UK, is acting exclusively as financial adviser and corporate broker to Bodycote and no one else in connection with the matters described in this Announcement and will not regard any other person as its client in relation to the matters in this Announcement and will not be responsible to anyone other than Bodycote for providing the protections afforded to clients of Jefferies nor for providing advice in relation to any matter referred to in this Announcement. Neither Jefferies nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this Announcement, any statement contained herein or otherwise.

Gleacher Shacklock LLP ("Gleacher Shacklock"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to Bodycote and for no one else in connection with the matters described in this Announcement and will not be responsible to anyone other than Bodycote for providing the protections afforded to clients of Gleacher Shacklock nor for providing advice in connection with any matter referred to herein. Neither Gleacher Shacklock nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person other than Bodycote in connection with this Announcement, any statement contained herein, the Acquisition or otherwise.

Further information

This Announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or inducement to sell or an invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or a solicitation of an offer to buy any securities, any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any purchase, sale, issuance or exchange of securities or such solicitation in any jurisdiction in which such offer, solicitation, sale, issuance or exchange is unlawful. This Announcement does not constitute a prospectus, prospectus equivalent document or an exempted document.

The Acquisition will be made solely by means of the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document), which, together with Forms of Proxy, will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document).

This Announcement has been prepared in connection with proposals in relation to a scheme of arrangement pursuant to and for the purpose of complying with English law and the Takeover Code and information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside England. Nothing in this Announcement should be relied on for any other purpose.

Bodycote will prepare the Scheme Document to be distributed to Bodycote Shareholders. Bodycote and Veritas urge Bodycote Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Acquisition.

Overseas jurisdictions

This Announcement has been prepared in accordance with and for the purpose of complying with the laws of England and Wales, the Takeover Code, the UK Listing Rules, the Market Abuse Regulation (EU) No. 596/2014 (which is part of UK law by virtue of the European Union (Withdrawal) Act 2018) and the Disclosure Guidance and Transparency Rules. Information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales.

The release, publication or distribution of this Announcement in or into certain jurisdictions other than the UK may be restricted by law and therefore any persons into whose possession this Announcement comes should inform themselves of, and observe, such restrictions. Further details in relation to Overseas Shareholders will be contained in the Scheme Document. In particular, the ability of persons who are not resident in the UK to vote their Scheme Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by BidCo or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such means from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition.

If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in, into or from, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.

The availability of the Acquisition to Bodycote Shareholders who are not resident in the UK may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the UK should inform themselves of, and observe, any applicable requirements. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

The Acquisition shall be subject to English law, the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the FCA, the UK Listing Rules and the Registrar of Companies.

Additional information for US investors in Bodycote

Bodycote Shareholders in the United States ("US Shareholders") should note that the Acquisition relates to the shares of an English company with a listing on the Main Market of the London Stock Exchange and is proposed to be effected by means of a scheme of arrangement under English law. This Announcement, the Scheme Document and certain other documents relating to the Acquisition have been or will be prepared in accordance with English law, the Takeover Code and UK disclosure requirements, format and style, all of which differ from those in the United States.

A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements of and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements of the United States tender offer and proxy solicitation rules. If, in the future, BidCo exercises the right to implement the Acquisition by way of a Takeover Offer and determines to extend the offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations, including, to the extent applicable, the relevant rules under section 14(e) of the US Exchange Act and regulation 14E thereunder and in accordance with the Takeover Code.

Bodycote's financial statements, and all financial information that is included in this Announcement, the Scheme Document or any other documents relating to the Acquisition, have been or will be prepared in accordance with IFRS and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles.

The receipt of cash pursuant to the Acquisition by a US Shareholder as consideration for the transfer of its Bodycote Shares pursuant to the Scheme may be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Bodycote Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them.

It may be difficult for US Shareholders to enforce their rights and claims arising out of the US federal securities laws in connection with the Acquisition, since BidCo and Bodycote are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

In accordance with the Takeover Code, normal UK practice and consistent with Rule 14e-5(b) of the US Exchange Act, (to the extent applicable) BidCo, certain affiliated companies and their nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, shares in Bodycote outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Exchange Act. Any information about such purchases or arrangements to purchase will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Neither the United States Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Acquisition, passed upon the merits or fairness of the Acquisition or passed any opinion upon the accuracy, adequacy or completeness of this Announcement (nor will it do so in respect of the Scheme Document). Any representation to the contrary is a criminal offence in the United States.

Forward-looking statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by BidCo, Veritas, Bodycote, any member of the Wider BidCo Group or any member of the Wider Bodycote Group may contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this Announcement include statements relating to the expected effects of the Acquisition on BidCo, Veritas, Bodycote, any member of the Wider BidCo Group or any member of the Wider Bodycote Group (including their future prospects, developments and strategies), the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "prepares", "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects", "synergy", "strategy", "scheduled", "goal", "estimates", "forecasts", "intends", "cost-saving", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved.

Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of BidCo's, Veritas', Bodycote's, any member of the Wider BidCo Group's or any member of the Wider Bodycote Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on BidCo's, Veritas', Bodycote's, any member of the Wider BidCo Group's or any member of the Wider Bodycote Group's business.

Although BidCo and Bodycote believe that the expectations reflected in such forward-looking statements are reasonable, BidCo, Veritas, Bodycote, the Wider BidCo Group and the Wider Bodycote Group can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.

These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; changes in the global political, economic, business and competitive environments and in market and regulatory forces; changes in future exchange and interest rates; changes in tax rates; future business combinations or disposals; changes in general economic and business conditions; changes in the behaviour of other market participants; the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which BidCo, Veritas, Bodycote, the Wider BidCo Group and/or the Wider Bodycote Group operate; weak, volatile or illiquid capital and/or credit markets; changes in the degree of competition in the geographic and business areas in which BidCo, Veritas, Bodycote, the Wider BidCo Group and/or the Wider Bodycote Group operate; and changes in laws or in supervisory expectations or requirements.

Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward-looking statements. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors.

Neither BidCo, Veritas, Bodycote, the Wider BidCo Group nor the Wider Bodycote Group, nor any of their respective associates or directors, officers or advisers, provide any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur. Given these risks and uncertainties, potential investors are cautioned not to place any reliance on these forward-looking statements.

The forward-looking statements speak only at the date of this Announcement. All subsequent oral or written forward-looking statements attributable to any member of the BidCo Group or the Bodycote Group, or any of their respective associates, directors, officers, employees or advisers are expressly qualified in their entirety by the cautionary statements above.

Other than in accordance with their legal or regulatory obligations, neither BidCo, Veritas, Bodycote, the Wider BidCo Group nor the Wider Bodycote Group is under any obligation, and each such person expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

No profit forecasts, estimates or quantified benefits statements

Except for the Interim Results Outlook Statement, no statement in this Announcement, or incorporated by reference in this Announcement, is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Bodycote for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Bodycote.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Publication on website

A copy of this Announcement and the documents required to be published pursuant to Rule 26.1 of the Takeover Code will be available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Bodycote's website at www.bodycote.com/investors and BidCo's website at https://veritasdocument.com/ by no later than 12.00 p.m. on the Business Day following this Announcement. For the avoidance of doubt, neither the content of Bodycote's website nor BidCo's website is incorporated into, or forms part of, this Announcement.

Right to receive documents in hard copy form

Any person entitled to receive a copy of documents, announcements and information relating to the Acquisition is entitled to receive such documents in hard copy form free of charge. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. A person may request that all future documents, announcements and information in relation to the Acquisition are sent to them in hard copy form.

In accordance with Rule 30.3 of the Takeover Code, Bodycote Shareholders, persons with information rights and participants in Bodycote Share Plans may request a hard copy of this announcement by: (i) telephoning Equiniti Limited on 0333 207 5951 (for UK calls) or +44 (0) 333 207 5951 (for calls outside the UK). Lines will be open from 8.30 a.m. to 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales); or (ii) submitting a request in writing to Equiniti Limited, Highdown House, Yeoman Way, Worthing, West Sussex BN99 6DA, United Kingdom. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes.

Please note the Shareholder Helpline cannot provide advice on the merits of the Acquisition or the Scheme nor give any financial, investment, legal or tax advice.

Information relating to Bodycote Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Bodycote Shareholders, persons with information rights and other relevant persons for the receipt of communications from Bodycote may be provided to BidCo and Veritas during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Switching

BidCo reserves the right to elect, with the consent of the Panel, and subject to the terms of the Co-operation Agreement, to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, if BidCo so decides, on such other terms being no less favourable (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Appendix 1 to this Announcement.

Upon sufficient acceptances being received in respect of such Takeover Offer, BidCo intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act so as to acquire compulsorily the remaining Bodycote Shares in respect of which the Takeover Offer has not been accepted.

General

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

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under FSMA if you are resident in the UK or, if not, from another appropriate authorised independent financial adviser.

Rule 2.9

In accordance with Rule 2.9 of the Takeover Code, Bodycote confirms that as at the Latest Practicable Date, it has in issue 170,187,993 ordinary shares, each with one voting right and a value of 17 ³/₁₁ pence. Bodycote holds no ordinary shares in treasury. The International Securities Identification Number (ISIN) for Bodycote is GB00B3FLWH99 and the LEI is 213800V93QFW53NB7Y29.