Common use of Background to and reasons for the recommendation Clause in Contracts

Background to and reasons for the recommendation. Ultra Group launched its ONE Ultra strategy in January 2020 and its Focus; Fix; Grow transformation plan to: • Focus on the Ultra Group’s core strengths in the Maritime, Intelligence & Communications and Critical Detection & Control markets through executing a clear strategy; • Fix and standardise core processes around: Operating Model, Site Excellence, Operational and Functional Excellence, Procurement, Technology Enablement and creating a ONE Ultra culture; and • Grow value, accelerate growth and deliver exceptional outcomes for all Ultra’s stakeholders. The Focus; Fix; Grow transformation is proceeding well and ahead of expectations, with many workstreams now well into their execution phase. As the transformation has matured, the Ultra Board is increasingly certain of its ability to deliver major benefits to Ultra stakeholders. The transformation is expected to enhance operating performance and efficiency, improve programme execution and delivery and optimise costs. This will provide additional resources to build on and further strengthen Ultra’s strong technology base. In addition, through improving engineering efficiency, Ultra can increase capacity; while investing more in facilities, systems, branding and training improves Ultra’s ability to attract, develop and retain talented people. The Ultra Board expects this, together with an enhanced strategic sales capability, will drive further sustainable growth and value creation. Ultra’s results for the six-month period ended 2 July 2021 show the continued progress which is being made, with 14.3 per cent. organic order book growth, 25.4 per cent. organic underlying operating profit growth, return on invested capital of 21.3 per cent. and a strong balance sheet with only 0.65x net debt to EBITDA and 0.19x on a covenant basis, which excludes pension liabilities and lease liabilities. The Ultra Group’s strong financial performance is evidence of the benefits of Ultra’s strategic re-positioning as an agile player in long-term growth markets. The Ultra Group has a robust business model with excellent order visibility, high returns on invested capital and strong cash generation. This, combined with a strong technology base focused on addressing customers’ future needs and the enhanced potential from the Focus; Fix; Grow transformation plan, is driving expansion in Ultra’s £12 billion sales pipeline and further growth in its order book which, at £1.3 billion, is currently at a record level. As a result, the Ultra Board is very confident of Ultra’s future prospects as an independent listed company and its ability to deliver excellent and sustainable value for all stakeholders. The Ultra Board did not therefore solicit an offer from Cobham or indeed any third party. It immediately rejected Cobham’s unsolicited approach at £28.00 per Ultra Share and, whilst being cognisant of its fiduciary duties to all stakeholders, rejected a number of subsequent proposals. However, at a price of £35.00 per Ultra Share plus the Interim Dividend of 16.2 xxxxx per Ultra Share in cash, the Ultra Board noted the significant premium Cobham’s offer represented to the undisturbed share price and to the all-time highest Closing Price per Ultra Share prior to the commencement of the Offer Period. The Ultra Board, having reviewed in detail the Ultra Group’s strategic plans and financial projections, as well as comparative trading and transaction multiples, also recognised that an offer at this level would allow Ultra’s Shareholders to realise Ultra’s likely future value today, without corresponding execution risk. The Ultra Board therefore engaged in more detailed discussions with Cobham, which has committed to appropriate safeguards for the interests of Ultra’s broader stakeholders. In particular, the Ultra Directors note that: • the combination of Cobham and Ultra will create a defence electronics business of greater scale and bring together two businesses with complementary technology, design, engineering and manufacturing capabilities. Both Cobham and Ultra believe this will enable the delivery of a broader range of integrated, cost competitive and high performance solutions across a wider range of platforms, benefitting mutual customers and wider stakeholders; • the Acquisition represents an opportunity for Ultra Shareholders to realise their investment in Ultra in cash in the near term; • the Acquisition represents a premium of approximately: o 63.1 per cent. to the Closing Price of £21.56 per Ultra Share on 24 June 2021 (being the last business day before the commencement of the Offer Period);

Background to and reasons for the recommendation. Ultra Group launched Since its ONE Ultra strategy IPO in January 2020 2015, Sanne has firmly established its position as a leading provider of alternative asset and its Focus; Fix; Grow transformation plan to: • Focus on the Ultra Group’s core strengths corporate services globally, having expanded from nine to 23 locations, delivered 15 accretive acquisitions and grown assets under administration from approximately £43 billion to £500 billion, of which in the Maritime, Intelligence & Communications and Critical Detection & Control markets through executing a clear strategy; • Fix and standardise core processes around: Operating Model, Site Excellence, Operational and Functional Excellence, Procurement, Technology Enablement and creating a ONE Ultra culture; and • Grow value, accelerate growth and deliver exceptional outcomes for all Ultra’s stakeholders. The Focus; Fix; Grow transformation is proceeding well and ahead excess of expectations, with many workstreams now well into their execution phase. As the transformation has matured, the Ultra Board is increasingly certain of its ability £400 billion relates to deliver major benefits to Ultra stakeholders. The transformation is expected to enhance operating performance and efficiency, improve programme execution and delivery and optimise costsclosed ended assets under administration. This will provide additional resources to build on and further strengthen Ultra’s strong technology base. In addition, through improving engineering efficiency, Ultra can increase capacity; while investing more has driven a compound annual growth in facilities, systems, branding and training improves Ultra’s ability to attract, develop and retain talented people. The Ultra Board expects this, together with an enhanced strategic sales capability, will drive further sustainable growth and value creation. Ultra’s results for the six-month period ended 2 July 2021 show the continued progress which is being made, with 14.3 per cent. organic order book growth, 25.4 per cent. organic underlying operating profit growth, return on invested capital revenues of 21.3 c. 30 per cent. and has resulted in significant value creation for shareholders. During the last 18 months, Xxxxx has invested significantly in infrastructure, talent and capabilities, with a strong balance sheet with only 0.65x net debt to EBITDA and 0.19x particular focus on a covenant basistechnology. Despite the disruption caused by the COVID-19 pandemic, which excludes pension liabilities and lease liabilities. The Ultra Group’s strong financial performance is evidence of the benefits of Ultra’s strategic re-positioning as an agile player in long-term growth markets. The Ultra Sanne Group has a also delivered robust business model with excellent order visibility, high returns on invested capital and strong cash generation. This, combined with a strong technology base focused on addressing customers’ future needs and the enhanced potential from the Focus; Fix; Grow transformation plan, is driving expansion in Ultra’s £12 billion sales pipeline and further organic growth in its order book which, at £1.3 billion, is currently at a record level. As a result, the Ultra Board is very confident of Ultra’s future prospects as an independent listed company and its ability to deliver excellent and sustainable value for all stakeholders. The Ultra Board did not therefore solicit an offer from Cobham or indeed any third party. It immediately rejected Cobham’s unsolicited approach at £28.00 per Ultra Share and, whilst being cognisant of its fiduciary duties to all stakeholders, rejected that has been supplemented by a number of subsequent proposalscomplementary acquisitions, demonstrating the resilience of its business model. HoweverWhilst the Sanne Directors remain confident that Xxxxx’s existing strategy would deliver significant value over time for Sanne Shareholders, the Sanne Board believes that the Acquisition allows shareholders to capture this anticipated future value today, whilst eliminating the associated execution risk. The Acquisition also provides shareholders with the ability to monetise their holding in full, in cash, at a price of £35.00 per Ultra Share plus the Interim Dividend of 16.2 xxxxx per Ultra Share in cash, the Ultra Board noted the significant material premium Cobham’s offer represented to the undisturbed share price of 603 xxxxx and at a highly attractive multiple of EBITDA to enterprise value. As such, the Sanne Directors intend unanimously to recommend the Acquisition to Sanne Shareholders. In considering the recommendation of the Acquisition to Xxxxx’s Shareholders, the Sanne Board has given due consideration to Apex's intentions regarding the employees of Xxxxx, and in particular the intentions to make no material change in the balance of their skills and functions and to make no proposed redeployment of Sanne’s asset base. Whilst the all-time highest Closing Price per Ultra Share prior Sanne Board recognises that Apex expects some changes to certain operational and administrative roles may be required to reduce duplication between the commencement two businesses, it is pleased to note that Apex proposes to invest in the best people, training programmes and new technology and that it has no plans to undertake any material restructurings or change in the locations of Sanne’s places of business. The Sanne Board is also pleased to note Apex’s confirmation that, following the completion of the Offer Period. The Ultra Board, having reviewed in detail the Ultra Group’s strategic plans and financial projections, as well as comparative trading and transaction multiples, also recognised that an offer at this level would allow Ultra’s Shareholders to realise Ultra’s likely future value today, without corresponding execution risk. The Ultra Board therefore engaged in more detailed discussions with Cobham, which has committed to appropriate safeguards for the interests of Ultra’s broader stakeholders. In particularAcquisition, the Ultra Directors note that: • existing contractual and statutory employment rights, including in relation to pensions, of all Sanne employees will be fully safeguarded in accordance with applicable laws and that it anticipates that the combination total number of Cobham and Ultra employees will create a defence electronics business of greater scale and bring together two businesses with complementary technology, design, engineering and manufacturing capabilities. Both Cobham and Ultra believe this will enable not vary materially across the delivery of a broader range of integrated, cost competitive and high performance solutions across a wider range of platforms, benefitting mutual customers and wider stakeholders; • the Acquisition represents an opportunity for Ultra Shareholders to realise their investment in Ultra in cash in the near term; • the Acquisition represents a premium of approximately: o 63.1 per cent. to the Closing Price of £21.56 per Ultra Share on 24 June 2021 (being the last business day before the commencement of the Offer Period);Sanne Group.

Background to and reasons for the recommendation. Ultra Group launched its ONE Ultra Meggitt is one of the world’s leading aerospace, defence and selected energy market businesses, with a unique portfolio of technologies, products and capabilities that underpin strong market positions. In recent years, management has been successfully delivering a strategy in January 2020 that has fundamentally improved Meggitt’s competitive position and its Focus; Fix; Grow transformation plan to: • Focus on standing with customers, transitioning the Ultra Group’s business from a conglomerate holding company to a focused and strategically cohesive business through a programme of non-core strengths disposals and targeted partnerships and acquisitions. Meggitt has continued to increase its exposure to attractive and growing markets where it has strong competitive positions through its investment in the Maritime, Intelligence & Communications differentiated technology and Critical Detection & Control markets through executing a clear strategy; • Fix and standardise core processes around: Operating Model, Site Excellence, Operational and Functional Excellence, Procurement, Technology Enablement and creating a ONE Ultra culture; and • Grow value, accelerate growth and deliver exceptional outcomes for all Ultra’s stakeholderscapabilities. The Focus; Fix; Grow transformation is proceeding well company’s strategy to develop best-in-class products and ahead of expectationstechnologies for aerospace and defence markets, with many workstreams now well into their execution phase. As the transformation has maturedvery high requirements for product safety, the Ultra Board is increasingly certain of its ability to deliver major benefits to Ultra stakeholders. The transformation is expected to enhance operating performance and efficiencyreliability, improve has resulted in strong sole-source, life-of-programme execution and delivery and optimise costs. This will provide additional resources to build positions on and further strengthen Ultra’s strong technology basegrowing aerospace platforms. In additionturn, through improving engineering efficiency, Ultra can this has delivered an increase capacity; while investing more in facilities, systems, branding and training improves Ultra’s ability to attract, develop and retain talented people. The Ultra Board expects this, together with an enhanced strategic sales capability, will drive further sustainable growth and value creation. Ultra’s results for the six-month period ended 2 July 2021 show the continued progress which is being made, with 14.3 of approximately 70 per cent. organic order book growth, 25.4 per centin shipset content on average on the latest generation of platforms. organic underlying operating profit growth, return on invested capital of 21.3 per cent. and a This strong balance sheet with only 0.65x net debt position in original equipment underpins Meggitt’s presence in the aftermarket which has enabled Meggitt to EBITDA and 0.19x on a covenant basis, which excludes pension liabilities and lease liabilities. The Ultra Group’s strong financial performance is evidence of the benefits of Ultra’s strategic re-positioning as an agile player in secure attractive long-term annuity revenue streams. In combination with its strong aerospace and defence positions, Meggitt has a highly attractive aero-derived Energy business with strong growth marketsopportunities in renewables and low carbon applications. The Ultra Group has a robust business model benefits of Meggitt’s strategy were increasingly clear prior to COVID-19, with excellent order visibilityMeggitt recording seven consecutive quarters of revenue growth, high returns on invested capital achieving record operating profit and strong cash generationgeneration in FY 2019, and creating significant value for shareholders. ThisWith the onset of COVID-19 in early 2020, combined management took quick and decisive action in the face of unprecedented challenges in the aerospace sector, resulting in significant cash savings and positioning the business to remain competitive in that environment. Meggitt successfully delivered £450m of in-year cash savings, generated positive free cash flow and reduced net debt in FY 2020. Meggitt also continued to progress key strategic initiatives including the sale of its Training Systems business, investment in the Ansty Park campus, and the acceleration of Meggitt’s existing sustainability strategy. As such, Meggitt remains strongly positioned, with a strong technology base focused on addressing customers’ future needs and compelling standalone strategy which the enhanced potential from the Focus; Fix; Grow transformation plan, is driving expansion in Ultra’s £12 billion sales pipeline and further growth in its order book which, at £1.3 billion, is currently at a record level. As a result, the Ultra Meggitt Board is very confident of Ultra’s future prospects as an independent listed company and its ability to believes would deliver excellent and sustainable attractive value for all stakeholdersMeggitt Shareholders over the long term as Meggitt’s key markets, particularly commercial aerospace, recover. The Ultra At the same time, however, there remains significant uncertainty as to the precise timing and speed of that recovery. In that context, although the Meggitt Board did not therefore solicit an offer for Meggitt, and several earlier, lower proposals from Cobham or indeed any third partyParker were rejected, the Meggitt Board believes that the Acquisition substantially accelerates and de-risks the delivery of that value. It immediately rejected Cobham’s unsolicited approach at £28.00 per Ultra Share andIn considering the financial terms of the Acquisition and determining whether they reflect an appropriate valuation of Meggitt and its future prospects, whilst being cognisant of its fiduciary duties to all stakeholders, rejected the Meggitt Board has taken into account a number of subsequent proposals. However, at a price of £35.00 per Ultra Share plus the Interim Dividend of 16.2 xxxxx per Ultra Share in cash, the Ultra Board noted the significant premium Cobham’s offer represented to the undisturbed share price and to the all-time highest Closing Price per Ultra Share prior to the commencement of the Offer Period. The Ultra Board, having reviewed in detail the Ultra Group’s strategic plans and financial projections, as well as comparative trading and transaction multiples, also recognised that an offer at this level would allow Ultra’s Shareholders to realise Ultra’s likely future value today, without corresponding execution risk. The Ultra Board therefore engaged in more detailed discussions with Cobham, which has committed to appropriate safeguards for the interests of Ultra’s broader stakeholders. In particular, the Ultra Directors note factors including that: • the combination terms of Cobham the Acquisition represent an immediate and Ultra will create a defence electronics business significant premium to the current share price, reflective of greater scale and bring together two businesses the significant value inherent in the Meggitt Group, whilst also providing Meggitt Shareholders with complementary technology, design, engineering and manufacturing capabilities. Both Cobham and Ultra believe this will enable the delivery certainty of a broader range of integrated, cost competitive and high performance solutions across a wider range of platforms, benefitting mutual customers and wider stakeholdersvalue in cash; • the Acquisition represents an opportunity for Ultra Shareholders to realise their investment in Ultra in cash in the near term; • terms of the Acquisition represents represent a premium of approximately: o 63.1 approximately 70.5 per cent. to the Closing Price of £21.56 469.1 xxxxx per Ultra Meggitt Share on 24 June 2021 (being 30 July 2021, the last business day before this announcement; • the commencement terms of the Offer Period);Acquisition represent a premium of approximately 73.8 per cent. to the volume weighted average Closing Price of 460.2 xxxxx per Meggitt Share for the six-month period ended on 30 July 2021, the last business day before this announcement; and • the terms of the Acquisition imply an IFRS Enterprise Value multiple of approximately 24.5x 2020 IFRS EBITDA for Meggitt. In addition to the financial terms of the Acquisition, the Meggitt Board has carefully considered: • the interests of its wider stakeholders and accordingly held extensive discussions with Parker in relation to the commitments Parker would be willing to offer in order to appropriately safeguard these interests as part of the Acquisition. The Meggitt Board has therefore taken due account of Xxxxxx’x agreement to offer HM Government a number of legally binding commitments, as further detailed in paragraph 9 below; • the alignment of Parker and Meggitt’s respective business models and long-term outlook to support customers, as well as the investment required to develop next generation programmes and the benefits the enhanced scale of the Combined Group would bring to a broader and more diversified customer base globally; • Meggitt’s cultural compatibility with Parker, which shares Meggitt’s core values of high performance teamwork, integrity and excellence, in addition to Xxxxxx’x long history of operating within the UK and other geographies in which Meggitt has a presence; and • the legally binding Memorandum of Understanding that Parker and Meggitt have entered into with the trustee of the Meggitt UK DB Pension Plan. Accordingly, following careful consideration of both the financial terms of the Acquisition and Xxxxxx’x plans for the Meggitt business under Xxxxxx’x ownership, the Meggitt Board intends to recommend unanimously the Acquisition to Meggitt Shareholders.

Background to and reasons for the recommendation. Ultra Since its demerger from esure Group launched its ONE Ultra strategy plc in January 2020 2016, GoCo Group has successfully developed from a UK price comparison website, into a technology-led business operating multiple leading brands focused on innovation and its Focus; Fix; Grow transformation plan to: • Focus on disruption with the Ultra common mission to help consumers save time and money, sustainably. As demonstrated by GoCo Group’s core strengths recent trading update, GoCo Group continues to deliver strong growth across the business, and in particular the Maritime, Intelligence & Communications number of AutoSave live customers has rapidly increased as demand for and Critical Detection & Control markets through executing a clear strategy; • Fix and standardise core processes around: Operating Model, Site Excellence, Operational and Functional Excellence, Procurement, Technology Enablement and creating a ONE Ultra culture; and • Grow value, accelerate growth and deliver exceptional outcomes for all Ultra’s stakeholdersawareness of the proposition continues to grow. The Focus; Fix; Grow transformation is proceeding well Independent GoCo Group Directors are confident that GoCo Group's existing strategy would deliver significant value for GoCo Group Shareholders if GoCo Group remained an independent company and ahead of expectationscontinued to execute its strategy successfully, with many workstreams now well into their execution phase. As the transformation has matured, the Ultra Board is increasingly certain of its ability to deliver major benefits to Ultra stakeholders. The transformation is expected to enhance operating performance and efficiency, improve programme execution and delivery and optimise costs. This will provide additional resources to build on and further strengthen Ultra’s strong technology base. In addition, through improving engineering efficiency, Ultra can increase capacity; while investing more in facilities, systems, branding and training improves Ultra’s ability to attract, develop and retain talented people. The Ultra Board expects this, together with an enhanced strategic sales capability, will drive further sustainable significant growth and value creation. Ultra’s results potential for the six-month period ended 2 July 2021 show AutoSave business in particular, by expanding the continued progress which is being made, with 14.3 per cent. organic order book growth, 25.4 per cent. organic underlying operating profit growth, return on invested capital of 21.3 per cent. and a strong balance sheet with only 0.65x net debt to EBITDA and 0.19x on a covenant basis, which excludes pension liabilities and lease liabilities. The Ultra Group’s strong financial performance is evidence size of the benefits of Ultra’s strategic re-positioning as an agile player in long-term growth markets. The Ultra Group has a robust business model with excellent order visibility, high returns on invested capital and strong cash generation. This, combined with a strong technology base focused on addressing customers’ future needs and the enhanced potential from the Focus; Fix; Grow transformation plan, is driving expansion in Ultra’s £12 billion sales pipeline and further growth in its order book which, at £1.3 billion, is currently at a record level. As a result, the Ultra Board is very confident of Ultra’s future prospects as an independent listed company and its ability to deliver excellent and sustainable value for all stakeholders. The Ultra Board did not therefore solicit an offer from Cobham or indeed any third party. It immediately rejected Cobham’s unsolicited approach at £28.00 per Ultra Share and, whilst being cognisant of its fiduciary duties to all stakeholders, rejected a number of subsequent proposalsswitching market. However, at they also believe that the terms of the Combination acknowledge the quality of GoCo Group’s businesses and the strength of its future prospects, and the form of consideration enables GoCo Group Shareholders to benefit from future success of the Combined Group. The Independent GoCo Group Directors believe that the Combination will result in enhanced value for GoCo Group Shareholders, reflecting a price combination of £35.00 per Ultra Share plus the Interim Dividend of 16.2 xxxxx per Ultra Share in cashagreed exchange ratio, the Ultra Board noted the significant premium Cobham’s offer represented to the undisturbed share price and to the all-time highest Closing Price per Ultra Share prior to the commencement synergy potential of the Offer PeriodCombination and the growth prospects of the Combined Group. The Ultra Board, having reviewed in detail the Ultra Group’s strategic plans and financial projections, as well as comparative trading and transaction multiples, also recognised that an offer at this level would allow Ultra’s Shareholders to realise Ultra’s likely future value today, without corresponding execution risk. The Ultra Board therefore engaged in more detailed discussions with Cobham, which has committed to appropriate safeguards for the interests of Ultra’s broader stakeholders. In particular, the Ultra Independent GoCo Group Directors note that: • the combination Combination provides an opportunity for GoCo Group Shareholders to crystallise part of Cobham and Ultra will create a defence electronics business the value of greater scale and bring together two businesses with complementary technologytheir holdings in cash, design, engineering and manufacturing capabilities. Both Cobham and Ultra believe this will enable as well as benefit from the delivery upside growth potential of a broader range the Combined Group through the receipt of integrated, cost competitive and high performance solutions across a wider range of platforms, benefitting mutual customers and wider stakeholdersNew Future Shares; • the Acquisition represents an opportunity for Ultra Shareholders to realise their investment in Ultra in cash in the near term; • the Acquisition represents Combination is priced at a premium of approximately: o 63.1 per cent. 23.6% to the Closing Price closing price of £21.56 per Ultra a GoCo Group Share on 24 June 2021 November 2020 (being the last business day before Business Day prior to this announcement) and 32.1% to the commencement Three Month VWAP per GoCo Group Share; • Future has today announced that it expects recurring run-rate cost synergies of approximately £10 million, the Combination to be immediately earnings per share accretive and materially earnings per share accretive in the first full year post the Combination becoming Effective (including expected recurring run-rate cost synergies)7 and delivery of ROIC ahead of Future’s weighted-average cost of capital (including expected recurring run-rate cost synergies) in the third full year following the Combination becoming Effective; • the Combination reflects the value created by GoCo Group's strategy to date and the future value that the strategy is expected to create going forward; and • the Combination is expected to deliver a number of strategic benefits to GoCo Group's business, including the opportunity to benefit from being a key element of a leading global specialist media and intent platform, leading to the subsequent growth in its addressable market and expected lower customer acquisition costs. As such the Independent GoCo Group Directors intend to recommend unanimously the Combination to GoCo Group Shareholders. In considering the recommendation of the Offer Period);Combination to GoCo Group Shareholders, the Independent GoCo Group Directors have given due consideration to Future’s intentions for the business, management and employees. Furthermore, the Independent GoCo Group Directors welcome Future’s intention that, following completion of the Combination, the existing contractual and statutory employment rights, including pension rights, of the management and employees of GoCo Group and its subsidiaries will be fully safeguarded in accordance with applicable law. Xxxxxx Xxxx-Xxxxxx has not participated in the appraisal of the Combination by the Independent GoCo Group Directors or the decision of the Independent GoCo Group Directors to recommend the Combination to GoCo Group Shareholders, as a result of the conflict of interests arising from her position as Chief Executive Officer of Future.