Common use of Scheme of Arrangement Clause in Contracts

Scheme of Arrangement. It is intended that the Acquisition will be effected by a court sanctioned scheme of arrangement between Charter and the Scheme Shareholders under Article 125 of the Companies (Jersey) Law 1991. The purpose of the Scheme is to provide for Bidco to become owner of the whole of the issued and to be issued share capital of Charter. Under the Scheme, the Acquisition is to be principally achieved by: Ø the cancellation of the Scheme Shares held by Scheme Shareholders in consideration for which Scheme Shareholders will receive consideration on the basis set out in paragraph 2 of this announcement (including, the issue of New Colfax Shares to Scheme Shareholders); Ø amendments to Charter's articles of association to ensure that any Charter Shares issued (other than to Bidco or any subsidiaries or nominees of Colfax) between approval of the Scheme at the Court Meeting and the Scheme Record Time will be subject to the Scheme and that any Charter Shares issued after the Scheme Record Time will automatically be acquired by Bidco; and Ø the issue of New Charter Shares to Bidco provided for in the Scheme that will result in Charter becoming an indirect, wholly-owned subsidiary of Colfax. The Acquisition will be subject to the Conditions and further terms and conditions referred to in Appendix 1 to this announcement and to be set out in the Scheme Document. To become effective, the Scheme requires the approval of the Charter Shareholders by the passing of a resolution at the Court Meeting. The resolution must be approved by a majority in number representing not less than three-fourths of the voting rights of the holders of the Charter Shares (or the relevant class or classes thereof, if applicable) present and voting, either in person or by proxy, at the Court Meeting. To become effective, the Scheme also requires the passing of a special resolution at the Charter General Meeting, requiring the approval of Charter Shareholders representing at least two thirds of the votes cast at the Charter General Meeting (either in person or by proxy). The Charter General Meeting will be held immediately after the Court Meeting. Following the Meetings, the Scheme must be sanctioned by the Court and the associated Capital Reduction must be confirmed by the Court. The Scheme will become effective in accordance with its terms on delivery of the Scheme Court Order, the Reduction Court Order and the minute of the Capital Reduction attached thereto to the Registrar of Companies, and, in relation to the Capital Reduction, the Reduction Court Order and attached minute being filed with and registered by the Registrar of Companies. Upon the Scheme becoming effective, it will be binding on all Charter Shareholders, irrespective of whether or not they attended or voted at the Meetings and the consideration due under the Acquisition will be despatched by Bidco to Scheme Shareholders no later than 14 days after the Effective Date. The Scheme will contain a provision for Bidco and Charter to jointly consent, on behalf of all persons concerned, to any modification of or addition to the Scheme or to any condition that the Court may approve or impose. Charter has been advised that the Court would be unlikely to approve any modification of, or addition to, or impose a condition to the Scheme which might be material to the interests of Scheme Shareholders unless Scheme Shareholders were informed of such modification, addition or condition. It would be a matter for the Court to decide, in its discretion, whether or not a further meeting of the Scheme Shareholders should be held in these circumstances. The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the Charter General Meeting and the expected timetable, and will specify the action to be taken by Scheme Shareholders. The Scheme will be governed by Jersey law. The Scheme will be subject to the applicable requirements of the City Code, the Panel, the London Stock Exchange and the UK Listing Authority. The bases and sources of certain information contained in this announcement are set out in Appendix 2. Certain terms used in this announcement are defined in Appendix 4.

Scheme of Arrangement. It is intended that the Acquisition will be effected by a court sanctioned scheme of arrangement between Charter and the Scheme Shareholders under Article 125 of the Companies (Jersey) Law 1991. The purpose of the Scheme is to provide for Bidco to become owner of the whole of the issued and to be issued share capital of Charter. Under the Scheme, the Acquisition is to be principally achieved by: Ø the cancellation of the Scheme Shares held by Scheme Shareholders in consideration for which Scheme Shareholders will receive consideration on the basis set out in paragraph 2 of this announcement (including, the issue of New Colfax Shares to Scheme Shareholders); Ø amendments to Charter's articles of association to ensure that any Charter Shares issued (other than to Bidco or any subsidiaries or nominees of Colfax) between approval of the Scheme at the Court Meeting and the Scheme Record Time will be subject to the Scheme and that any Charter Shares issued after the Scheme Record Time will automatically be acquired by Bidco; and Ø the issue of New Charter Shares to Bidco provided for in the Scheme that will result in Charter becoming an indirect, wholly-owned subsidiary of Colfax. The Acquisition will be subject to the Conditions and further terms and conditions referred to in Appendix 1 to this announcement and to be set out in the Scheme Document. To become effective, the Scheme requires the approval of the Charter Shareholders by the passing of a resolution at the Court Meeting. The resolution must be approved by a majority in number representing not less than three-fourths of the voting rights of the holders of the Charter Shares (or the relevant class or classes thereof, if applicable) present and voting, either in person or by proxy, at the Court Meeting. To become effective, the Scheme also requires the passing of a special resolution at the Charter General Meeting, requiring the approval of Charter Shareholders representing at least two thirds of the votes cast at the Charter General Meeting (either in person or by proxy). The Charter General Meeting will be held immediately after the Court Meeting. Following the Meetings, the Scheme must be sanctioned by the Court and the associated Capital Reduction must be confirmed by the Court. The Scheme will become effective in accordance with its terms on delivery of the Scheme Court Order, the Reduction Court Order and the minute of the Capital Reduction attached thereto to the Registrar of Companies, and, in relation to the Capital Reduction, the Reduction Court Order and attached minute being filed with and registered by the Registrar of Companies. Upon the Scheme becoming effective, it will be binding on all Charter Shareholders, irrespective of whether or not they attended or voted at the Meetings and the consideration due under the Acquisition will be despatched by Bidco to Scheme Shareholders no later than 14 days after the Effective Date. The Scheme will contain a provision for Bidco and Charter to jointly consent, on behalf of all persons concerned, to any modification of or addition to the Scheme or to any condition that the Court may approve or impose. Charter has been advised that the Court would be unlikely to approve any modification of, or addition to, or impose a condition to the Scheme which might be material to the interests of Scheme Shareholders unless Scheme Shareholders were informed of such modification, addition or condition. It would be a matter for the Court to decide, in its discretion, whether or not a further meeting of the Scheme Shareholders should be held in these circumstances. The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the Charter General Meeting and the expected timetable, and will specify the action to be taken by Scheme Shareholders. The Scheme will be governed by Jersey law. The Scheme will be subject to the applicable requirements of the City Code, the Panel, the London Stock Exchange and the UK Listing Authority. The bases and sources of certain information contained in this announcement are set out in Appendix 2. Certain terms used in this announcement are defined in Appendix 4. Irrevocable Undertakings Those members of the Board of Charter who hold beneficial interests in Charter Shares have irrevocably undertaken to vote in favour of the resolutions relating to the Acquisition at the Meetings (or, in the event that the Acquisition is implemented by way of a takeover offer, to accept the Offer) in respect of their own beneficial holdings which total 176,977 Charter Shares representing in aggregate approximately 0.1 per cent. of Charter’s issued share capital at the date of this announcement. These irrevocable undertakings will continue to be binding even if a competing offer is made for Charter which exceeds the value of the Acquisition and even if such higher offer is recommended for acceptance by the Board of Charter. Further details of these irrevocable undertakings are set out in Appendix 3.

Scheme of Arrangement. It is intended that the Acquisition Combination will be effected by means of a court Court-sanctioned scheme of arrangement between Charter Court and the Scheme Shareholders under Article 125 Part 26 of the Companies (Jersey) Law 1991Act. The purpose of the Scheme is to provide for Bidco OSB to become owner the holder of the whole of the entire issued and to be issued share capital of CharterCharter Court. Under the Scheme, the Acquisition This is to be principally achieved by: Ø by the cancellation transfer of the Scheme Shares held by Scheme Shareholders to OSB, in consideration for which the Scheme Shareholders will receive consideration on the basis set out in paragraph 2 of this announcement (including, the issue of New Colfax Shares to Scheme Shareholders); Ø amendments to Charter's articles of association to ensure that any Charter Shares issued (other than to Bidco or any subsidiaries or nominees of Colfax) between approval of the Scheme at the Court Meeting and the Scheme Record Time will be subject to the Scheme and that any Charter Shares issued after the Scheme Record Time will automatically be acquired by Bidco; and Ø the issue of New Charter Shares to Bidco provided for in the Scheme that will result in Charter becoming an indirect, wholly-owned subsidiary of Colfax. The Acquisition will be subject to the Conditions and further terms and conditions referred to in Appendix 1 to this announcement and to be set out in the Scheme DocumentConsideration. To become effective, the Scheme requires the approval of the Charter Shareholders by the passing of a resolution must be approved at the Court Meeting. The resolution must be approved Meeting by a majority in number representing not less than three-fourths at least 75 per cent. of the voting rights of the holders of Scheme Shares in issue as at the Charter Shares Voting Record Time (or the relevant class or classes thereof, if applicable) present and voting (and entitled to vote), either in person or by proxy, at such Court Meeting. The Scheme also requires the Charter Court Resolutions to be approved by at least 75 per cent. of the voting rights of Charter Court Shareholders present and voting, either in person or by proxy, at the Charter Court General Meeting and the OSB Resolutions being passed by the requisite majority of OSB Shareholders at the OSB General Meeting. To become effective, the Scheme also requires the passing of a special resolution at It is expected that the Charter General MeetingCourt Meetings shall be convened no later than 30 June 2019 (or such other date as may be agreed between Charter Court and OSB), requiring the approval of Charter Shareholders representing at least two thirds of the votes cast at with the Charter Court General Meeting (either in person or by proxy). The Charter General Meeting will being expected to be held immediately after the Court Meeting. Following the Charter Court Meetings, the Scheme must be shall not become effective unless the Scheme is sanctioned by the Court (with or without modification but subject to any modification being on terms reasonably acceptable to Charter Court and OSB) and the associated Capital Reduction must Scheme Court Order is delivered to the Registrar of Companies for registration. The Scheme is also subject to the Conditions and further terms set out in Appendix I to this Announcement and to the full terms and conditions that will be confirmed set out in the Scheme Document. The Scheme Document will include full details of the Scheme, together with an explanatory statement providing details of the Combination, and the notices convening the Court Meeting and the Charter Court General Meeting. The Scheme Document will also contain the expected timetable for the Combination, and will specify the necessary actions to be taken by Charter Court Shareholders. The Scheme Document is expected to be despatched to Charter Court Shareholders and, for information only, to persons with information rights and holders of options granted under the Charter Court Share Plans, in Q2 2019 (subject to agreement between Charter Court and OSB, and the availability of the Court to approve the Scheme Document for posting). The Scheme Document and Forms of Proxy will be made available to all Charter Court Shareholders at no charge to them. For the purposes of paragraph 3(a) of Appendix 7 to the City Code, the Panel has consented to an extension of the applicable date for posting, such that Charter Court may post the Scheme Document by 14 June 2019. Once the necessary approvals from Charter Court Shareholders and OSB Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived and the Scheme has been sanctioned by the Court. The , the Scheme will become effective in accordance with its terms on upon delivery of the Scheme Court Order, the Reduction Court Order and the minute of the Capital Reduction attached thereto to the Registrar of Companies, and, in relation to the Capital Reduction, the Reduction Court Order and attached minute being filed with and registered by the Registrar of CompaniesCompanies for registration. Upon the Scheme becoming effective, it will be binding on all Charter Court Shareholders, irrespective of whether or not they attended or voted at the Meetings Court Meeting or the Charter Court General Meeting (and the consideration due under the Acquisition will be despatched by Bidco to Scheme Shareholders no later than 14 days after the Effective Date. The Scheme will contain a provision for Bidco if they attended and Charter to jointly consent, on behalf of all persons concerned, to any modification of or addition to the Scheme or to any condition that the Court may approve or impose. Charter has been advised that the Court would be unlikely to approve any modification of, or addition to, or impose a condition to the Scheme which might be material to the interests of Scheme Shareholders unless Scheme Shareholders were informed of such modification, addition or condition. It would be a matter for the Court to decide, in its discretionvoted, whether or not a further meeting of they voted in favour). If the Scheme Shareholders should be held in these circumstances. The Scheme Document does not become effective on or before the Longstop Date, it will include full details of the Scheme, together with notices of the Court Meeting lapse and the Charter General Meeting and Combination will not proceed (unless the expected timetable, and will specify the action to be taken by Scheme ShareholdersPanel otherwise consents). The Scheme will be governed by Jersey lawEnglish law and will be subject to the jurisdiction of the Court. The Scheme will be subject to the applicable requirements of the City Code, the Panel, the London Stock Exchange and the UK Listing Authority. The bases and sources of certain information contained in this announcement are set out in Appendix 2. Certain terms used in this announcement are defined in Appendix 4FCA.

Scheme of Arrangement. It is intended that the Acquisition Transaction will be effected implemented by means of a court Court-sanctioned scheme of arrangement between Charter City Pubs and the Scheme Shareholders under Article 125 Part 26 of the Companies Act 2006 (Jersey) Law 1991although Xxxxx’x reserves the right to implement the Transaction by means of an Offer, subject to the consent of the Panel and the terms of the Cooperation Agreement). The purpose of the Scheme is to provide for Bidco Xxxxx’x to become owner of the whole of the issued and to be issued ordinary share capital of CharterCity Pubs. Under the Scheme, the Acquisition Transaction is to be principally achieved by: Ø by the cancellation transfer of the Scheme Shares held by Scheme Shareholders to Young’s in consideration for which Scheme Shareholders will receive consideration the Consideration on the basis set out in paragraph 2 of this announcement (includingannouncement. The process involves, amongst other things, an application by City Pubs to the issue of New Colfax Shares Court to Scheme Shareholders); Ø amendments sanction the Scheme. The transfer to Charter's articles of association to ensure that any Charter Shares issued (other than to Bidco or any subsidiaries or nominees of Colfax) between approval Xxxxx’x of the Scheme at the Court Meeting and the Scheme Record Time will be subject to the Scheme and that any Charter City Pubs Shares issued after the Scheme Record Time will automatically be acquired by Bidco; and Ø the issue of New Charter Shares to Bidco provided for in the Scheme that will result in Charter City Pubs becoming an indirect, a wholly-owned subsidiary of ColfaxYoung’s. The Acquisition Transaction will be subject to the Conditions and further terms and conditions referred to in Appendix 1 to this announcement (and to be set out in the Scheme Document. To ) and will only become effectiveEffective if, among other things, the Scheme requires following events occur on or before the Long-Stop Date: • the approval of the Charter Shareholders by the passing of a resolution at the Court Meeting. The resolution must be approved Scheme being granted by a majority in number representing not less than three-fourths 75 per cent. in value of the voting rights of the holders of the Charter Shares Scheme Shareholders (or the relevant class or classes thereof, if applicable) who are present and votingvoting (and who are entitled to vote), either in person or by proxy, at the Court Meeting. To become effectiveMeeting and at any separate class meeting which may be required by the Court (or, the Scheme also requires the passing of in each case, at any adjournment, postponement or reconvention thereof); • a special resolution at implementing the Charter General Meeting, requiring Scheme being duly passed by the approval of Charter Shareholders representing at least two thirds requisite majority of the votes cast at the Charter General Meeting (either in person or by proxy). The Charter proxy at the General Meeting will be held immediately after or at any adjournment, postponement or reconvention thereof; • following the Court Meeting. Following Meetings and satisfaction and/or waiver (where applicable) of the Meetingsother Conditions, the Scheme must be being sanctioned by the Court (with or without modification, but subject to any modification being on terms acceptable to Young’s and City Pubs); and • following the associated Capital Reduction must be confirmed sanction of the Scheme by the Court. The Scheme will become effective in accordance with its terms on delivery , a copy of the Scheme Court Order, the Reduction Court Order and the minute of the Capital Reduction attached thereto being delivered to the Registrar of CompaniesCompanies for registration. The Transaction shall lapse if: • the Court Meeting and the General Meeting are not held on or before the twenty second (22nd) day after the expected date of such Meetings, andas set out in the Scheme Document in due course (or such later date as may be agreed between Xxxxx’x and City Pubs); • the Court Sanction Hearing is not held on or before the twenty second (22nd) day after the expected date of such hearing, as set out in relation to the Capital Reduction, Scheme Document in due course (or such later date as may be agreed between Young’s and City Pubs); or • the Reduction Court Order and attached minute being filed with and registered by Scheme does not become effective on or before the Registrar of CompaniesLong-Stop Date. Upon the Scheme becoming effective, Effective: (i) it will be binding on all Charter Scheme Shareholders, irrespective of whether or not they attended or voted at the Meetings Court Meeting and/or General Meeting (and, if they attended and voted, whether or not they voted in favour); and (ii) the consideration due under Consideration for the Acquisition transfer of the Scheme Shares to Young’s will be despatched by Bidco to Scheme Shareholders settled no later than 14 fourteen (14) days after the Effective Date. In addition, share certificates in respect of the City Pubs Shares will cease to be valid and entitlements to City Pubs Shares held within CREST will be cancelled. Any City Pubs 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 City Pubs Articles be amended to incorporate provisions requiring any City Pubs Shares issued after the Scheme will contain Record Time (other than to Young’s and/or its nominees) to be automatically transferred to Young’s either (i) if the City Pubs Share is issued pursuant to the exercise of an option granted in 2022 under the City Pubs CSOP, for cash consideration per City Pubs Share equal to the value of the Consideration (with the value of a provision Young’s Share for Bidco and Charter these purposes being determined at the latest practicable date prior to jointly consentthe publication of the proposal to the holders of such options under Rule 15 of the Code) or (ii) otherwise, on behalf the same terms as the Transaction (other than terms as to timings and formalities). These provisions of all persons concerned, to the City Pubs Articles (as amended) will avoid any modification of or addition to person (other than Young’s and/or its nominees) holding City Pubs Shares after the Effective Date. It is expected that the Scheme or to any condition that Document containing further information about the Court may approve or impose. Charter has been advised that Transaction, the Court would be unlikely to approve any modification of, or addition to, or impose a condition to the Scheme which might be material to the interests of Scheme Shareholders unless Scheme Shareholders were informed of such modification, addition or condition. It would be a matter expected timetable for the Court to decide, in its discretion, whether or not a further meeting implementation of the Scheme Shareholders should be held in these circumstances. The Scheme Document will include full details of the Scheme, together with and notices of the Court Meeting and General Meeting, together with the Charter General Meeting Forms of Proxy, will be published as soon as possible and, in any event, within 28 days of the date of this announcement (unless otherwise agreed between Young’s and City Pubs with the consent of the Panel). The Transaction will lapse if the Scheme does not become Effective by the Long-Stop Date (or such later date as Young’s and City Pubs may agree, with the consent of the Panel and as the Court may approve, if such approval is required). Subject, among other things, to the satisfaction or (where applicable) waiver of the Conditions, it is expected timetable, and that the Scheme will specify become Effective during the action to be taken by Scheme Shareholdersfirst quarter of 2024. The Scheme will be governed by Jersey English law. The Scheme will be subject to the applicable requirements of the City Code, the Panel, the London Stock Exchange (including pursuant to the AIM Rules) and the UK Listing Authority. The bases and sources of certain information contained in this announcement are set out in Appendix 2. Certain terms used in this announcement are defined in Appendix 4Companies Act 2006.