ANNOUNCEMENT OF THE SCHEME MEETINGS AND EXPLANATORY STATEMENT

SW (FINANCE) I PLC

Released 4 September 2025

SW (Finance) I PLC

4 September 2025

SWS Holdings Limited (the "Scheme Company") previously announced that a convening hearing in relation to a proposed scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") between the Scheme Company and each creditor under the Scheme (the "Scheme Creditors") would take place on 2 September 2025 at 10:30 a.m. (the "Convening Hearing").

The Convening Hearing was for an order granting the Scheme Company certain directions in relation to the Scheme, including permission to convene a number of meetings of the Scheme Creditors for the purposes of considering, and, if thought fit, approving the Scheme (the "Scheme Meetings").

Scheme Meetings

On 3 September 2025, the High Court of Justice of England and Wales has directed that four Scheme Meetings of the Scheme Company and each class of Scheme Creditors shall be convened on 30 September 2025 for the purpose of considering and, if thought fit, approving the Scheme.

The Scheme Meetings will be held by way of video conference using Zoom (or another similar platform) on 30 September 2025.

Explanatory Statement

Following the Convening Hearing, the Scheme Company has made available to the Scheme Creditors an explanatory statement in connection with the Scheme (the "Explanatory Statement") via the Scheme Website at https://deals.is.kroll.com/southernwater. The Explanatory Statement outlines the Scheme, its proposed effects and next steps for Scheme Creditors, including in relation to voting at the Scheme meetings and other key steps required to implement the Scheme.

The Scheme Company has instructed Joshua Dwyer and Noah Ojetola of Interpath to prepare independent expert reports that set out (i) the counterfactual scenario if the Scheme is not implemented (the "Comparator Report") and the (ii) business enterprise valuation of SWS Group Holdings Limited, the Scheme Company, Southern Water Services Limited, SW (Finance) I plc and SW (Finance) II Limited on an indicative basis, based on the assumption that the Scheme is not implemented (the "Valuation Report"). The Comparator Report and Valuation Report have been made available via the Scheme Website at https://deals.is.kroll.com/southernwater and are appended to the Explanatory Statement.

Scheme Creditors should contact the Information Agent at [email protected] with any questions on accessing the Explanatory Statement.

SCHEME CREDITORS ARE ENCOURAGED TO REVIEW THE EXPLANATORY STATEMENT, VALUATION REPORT AND COMPARATOR REPORT (COPIES OF WHICH ARE AVAILABLE AT HTTPS://DEALS.IS.KROLL.COM/SOUTHERNWATER) AND SEEK THEIR OWN LEGAL AND FINANCIAL ADVICE SHOULD THEY HAVE ANY QUERIES IN RELATION TO THEIR CONTENTS.

Background

The Scheme Company announced that it had secured an offer of equity support from a consortium led by funds managed by Macquarie Asset Management to support its AMP8 investment programme, comprising a legally binding equity commitment of £655 million (the "Initial AMP8 Equity Commitment") provided on the terms of an equity commitment letter ("ECL") and confirmation of intent to provide further equity commitments of up to a further £545 million - and with a minimum of £245 million - by December 2025. On 8 July 2025, the Scheme Company announced that it has entered into a lock-up agreement (the "LUA").

As at 4 September 2025, the LUA has been signed or acceded to by approximately 72 per cent. in aggregate by value of the Scheme Creditors.  

Financing creditors that are party to or accede to the LUA by the date specified in the LUA are entitled to a fee of £1,000 each. Scheme Creditors should contact the Lock-Up Agent at [email protected] with questions on how to accede to the LUA.

For further information, please contact Stuart Ledger (Group CFO) at:

Address:          Southern House, Yeoman Road, Worthing, BN13 3NX, United Kingdom

Tel:                  01903 272 611

Email:              [email protected]

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