Court Sanction of Scheme of Arrangement

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 SUCH JURISDICTION.

THIS ANNOUNCEMENT IS DEEMED TO CONTAIN INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION NO 596/2014 (INCORPORATED INTO UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED BY VIRTUE OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

FOR IMMEDIATE RELEASE

27 February 2026

RECOMMENDED CASH ACQUISITIONofWalker Crips Group PLC("Walker Crips")byPhillipCapital UK LTD("PhillipCapital")

(an indirect wholly-owned subsidiary of Phillip Brokerage Pte Ltd)to be implemented by means of a court-sanctioned scheme of arrangementunder Part 26 of the Companies Act 2006

COURT SANCTION OF SCHEME OF ARRANGEMENT

EXTENSION OF WORKING CAPITAL FACILITY

Introduction

On 24 November 2025, the Independent Walker Crips Directors and the board of PhillipCapital announced that they had reached agreement on the terms and conditions of a recommended cash offer pursuant to which PhillipCapital will acquire the entire issued and to be issued ordinary share capital of Walker Crips. The Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), full details of which were sent, or made available, to Walker Crips shareholders in the circular dated 15 December 2025 ("Scheme Document").

On 15 January 2026, the Scheme was approved by the requisite majority of Scheme Shareholders at the Court Meeting and the Resolution(s) relating to the implementation of the Scheme was approved by the requisite majority of Walker Crips Shareholders at the General Meeting.

On 3 February 2026, the Company announced that the FCA had given written notice in accordance with section 189(4) or 189(7) of FSMA of its approval of the acquisition of control (within the meaning of section 181 of FSMA) of each Walker Crips Regulated Entity to PhillipCapital. Accordingly, Condition 3(A) set out in Part A of Part 3 of the Scheme Document, and all Conditions relating to the receipt of FCA regulatory approval have been satisfied.

Court Sanction of the Scheme

The Company announces that, at the Sanction Hearing held earlier today, the High Court of Justice in England and Wales sanctioned the Scheme under section 899 of the Companies Act.

The Scheme remains conditional on, and will become Effective upon, a copy of the Court Order being delivered to the Registrar of Companies, which is expected to occur on 3 March 2026. A further announcement will be made at that time.

The Company hereby confirms that the Scheme Record Time will be 6.00 p.m. on 2 March 2026. Scheme Shareholders whose names appear on Walker Crips' register of members at the Scheme Record Time will, upon the Scheme becoming Effective in accordance with its terms, be entitled to receive the consideration as provided for pursuant to the Scheme.

Commenting on the news, Sean Lam and Christian Dougal, Joint Group CEOs of Walker Crips said:"Today represents the start of a new chapter for Walker Crips. PhillipCapital has been a shareholder in the business for over three decades and this transaction represents their ongoing commitment to the group and our clients. With the backing of a global financial services group, we now have the stability and resources to continue to develop innovative and truly bespoke services for our clients."

Next Steps and Expected Timetable

The suspension of trading in Walker Crips Shares on the Main Market and the suspension of the listing of Walker Crips Shares on the Official List is expected to take effect from 7.30 a.m. on 3 March 2026.

The last day for dealings in, and for the registration of transfers of, and disablement in CREST of Walker Crips Shares will be 2 March 2026. No transfers of Walker Crips Shares will be registered after 6.00 p.m. on 2 March 2026.

It is expected that the cancellation of trading in Walker Crips Shares on the Main Market and the cancellation of the listing of Walker Crips Shares on the Official List will, in each case, take effect by no later than 8.00 a.m. on 4 March 2026, subject to the Scheme becoming Effective. On the Effective Date, share certificates in respect of Scheme Shares will cease to be valid documents.

Further Extension to the Working Capital Facility

On 24 November 2025, Walker Crips announced an extension to its £5 million Working Capital Loan Drawdown Facility (the "Working Capital Facility") so as to extend the deadline by which the Company either needed to repay all amounts owing under the Working Capital Facility (including accrued but unpaid interest) or initiate a rights issue to 28 February 2026 ("the "Repayment Date") (together the "Extension"). The Extension was conditional upon (i) the Meetings being held prior to 31 January 2026 and (ii) requisite majorities of Walker Crips Shareholders voting in favour of the Scheme at the Court Meeting and voting in favour of the Resolution(s) at the General Meeting. As detailed above, both of these conditions to the Extension have been satisfied.

Walker Crips and PhillipCapital have now agreed to further extend the Repayment Date to 31 December 2026 (the "Further Extension"). All other terms of the Working Capital Facility are unchanged.

As set out in the announcement issued by the Company on 15 January 2026, PhillipCapital and its connected parties hold 12,659,803 shares in the Company, equivalent to 29.73% per cent. of the Company's issued share capital. As a result of its shareholding in the Company, PhillipCapital is defined as a related party under the UK Listing Rules ("UKLRs") and the Further Extension constitutes a related party transaction under paragraph 8.2.1R of the UKLRs.

The Board (comprised for these purposes of all directors with the exception of Hua Min Lim and Linus Lim) confirms its view that the Further Extension is fair and reasonable as far as the shareholders of Walker Crips are concerned and that the Board has been so advised by Singer Capital Markets in its role as the Company's sponsor in connection with the Further Extension.

Capitalised terms in this announcement shall, unless otherwise defined, have the meanings set out in Part 8 (Definitions) of the Scheme Document.

Enquiries:

Addleshaw Goddard LLP is acting as legal adviser to PhillipCapital in respect of the Scheme. DWF Law LLP is acting as legal adviser to Walker Crips in respect of the Scheme.

Further information

This announcement is for information purposes only and is not intended to and does not constitute or form any part of any offer, invitation or the solicitation of an offer to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval of an offer to buy securities in any jurisdiction, pursuant to the Scheme or otherwise, nor shall there be any sale, issuance or transfer of securities in Walker Crips or PhillipCapital in any jurisdiction in contravention of applicable law. The Scheme will be made and implemented solely pursuant to the terms of the Scheme Document.

This announcement does not constitute a prospectus, prospectus equivalent document or an exempted document.

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, accountant or from an independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended). If you are resident in the United Kingdom or, if not, from an appropriately authorised independent financial adviser.

Disclaimers

Cavendish Capital Markets Limited ("Cavendish"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser to PhillipCapital and no one else in connection with the Acquisition and will not be responsible to anyone other than PhillipCapital for providing the protections afforded to clients of Cavendish nor for providing advice in connection with the Acquisition or any matter or arrangement referred to herein. Neither Cavendish nor any of its affiliates 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 Cavendish in connection with the Acquisition, any statement contained herein or otherwise.

Singer Capital Markets Advisory LLP ("Singer Capital Markets"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser and corporate broker exclusively for Walker Crips and for no one else in connection with the Acquisition and will not be responsible to anyone other than Walker Crips for providing the protections afforded to clients of Singer Capital Markets nor for providing advice in connection with the matters referred to herein. Neither Singer Capital Markets nor any of its affiliates 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 Singer Capital Markets in connection with this announcement, any statement contained herein, the Acquisition or otherwise.

Overseas Shareholders

The release, publication or distribution of this announcement in or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with such requirements 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. This announcement has been prepared in accordance with and for the purpose of complying with English law, the Takeover Code, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules and the UK Listing Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside of the UK.

The availability of the Acquisition to Walker Crips Shareholders who are not resident in and citizens of the UK may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions.. Any failure to comply with the applicable restrictions may constitute a violation of the securities law 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 PhillipCapital and/or Walker Crips or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, in whole or in part, directly or indirectly in, into, or from a Restricted Jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction and no person may vote in favour of the Acquisition by the use of any means or instrumentality, 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 any formal documentation relating to the Scheme and the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including, without limitation, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition.

Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements. Walker Crips Shareholders who are in any doubt about such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

Further details in relation to Overseas Shareholders are included in the Scheme Document.

Additional information for US investors

The Acquisition relates to the shares of an English company with a listing on the London Stock Exchange and is being made by means of a scheme of arrangement provided for under English company law. An acquisition effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the U.S. Securities Exchange Act of 1934 (the "U.S. Exchange Act"). Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of the U.S. tender offer and proxy solicitation rules. Neither the United States Securities and Exchange Commission, nor any securities commission of any state of the United States, has approved or disapproved any offer, or passed comment upon the adequacy or completeness of any of the information included in this announcement. The financial information included in the Scheme Document has been prepared in accordance with generally accepted accounting principles of the United Kingdom and thus may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

It may be difficult for U.S. holders of Walker Crips Shares to enforce their rights and any claim arising out of the U.S. federal laws in connection with the Acquisition, since PhillipCapital and Walker Crips are located in a non-U.S. jurisdiction, and some or all of their officers and directors may be residents of a non-U.S. jurisdiction. U.S. holders of Walker Crips Shares may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's jurisdiction or judgement.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act, PhillipCapital, its nominees, or their brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Walker Crips Shares outside of the U.S., other than pursuant to the Acquisition, until the date on which the Acquisition becomes Effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the U.S. Exchange Act. Any information about such purchases will be disclosed as required in the UK, will be reported to the Regulatory News Service of the London Stock Exchange and will be available on the London Stock Exchange website at www.londonstockexchange.com.

U.S. Walker Crips Shareholders should be aware that the Acquisition may have tax consequences in the U.S. and, that such consequences, if any, are not described herein. U.S. Walker Crips Shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding the Acquisition.

Publication on a website

In accordance with Rule 26.1 and Rule 26.2 of the Takeover Code, a copy of this announcement and and the documents required to be published under Rule 26 of the Takeover Code (including, without limitation, the Further Extension), will be made available free of charge (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on Phillip Brokerage's website at https://www.phillip.com.sg/offer/ and Walker Crips' website at https://www.wcgplc.co.uk/recommended-offer/, by no later than 12 noon (London time) on the Business Day following this announcement. The content of any website referred to in this announcement is not incorporated into and does not form part of this announcement.

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, Walker Crips Shareholders and persons with information rights may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by contacting Walker Crips' registrars, Neville Registrars by: (i) submitting a request in writing to Neville Registrars, Neville House, Steelpark Road, Halesowen, B62 8HD; or (ii) calling +44 (0) 121 585 1131. Calls are charged at the standard geographical rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Phone lines are open between 9.00 a.m. and 5.00 p.m. (London time), Monday to Friday (excluding public holidays in England and Wales). Please note that Neville Registrars cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

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. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Scheme should be sent in hard copy form.