Augean : Scheme Document

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. 24.3(d)9I0

PART II (EXPLANATORY STATEMENT) OF THIS DOCUMENT COMPRISES AN EXPLANATORY STATEMENT IN COMPLIANCE WITH SECTION 897 OF THE COMPANIES ACT 2006. THIS DOCUMENT CONTAINS A PROPOSAL WHICH, IF IMPLEMENTED, WILL RESULT IN THE CANCELLATION OF THE ADMISSION OF AUGEAN SHARES TO TRADING ON AIM.

If you are in any doubt about the Offer or the contents of this document or what action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended), if you are resident in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser in the relevant jurisdiction.

If you have sold or otherwise transferred all of your Augean Shares, please send this document and the accompanying documents (other than documents or forms personalised to you) at once to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. However, these documents must not be forwarded, distributed or transmitted directly or indirectly (in whole or in part) in, into or from any jurisdiction where to do so would violate the laws of that jurisdiction. If you have sold or otherwise transferred only part of your holding of Augean Shares, you should retain these documents and contact the bank, stockbroker or other agent through whom the sale or transfer was effected. If you have recently purchased or otherwise acquired Augean Shares in certificated form, notwithstanding receipt of this document and any accompanying documents from the transferor, you should contact Augean's registrars, Computershare, on the telephone number set out on page 3 of this document to obtain personalised Forms of Proxy.

The release, publication or distribution of this document and/or the accompanying documents (in whole or in part) in jurisdictions other than the United Kingdom may be restricted by the laws or regulations of those jurisdictions and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. 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 law, Augean, MSIP and Bidco disclaim any responsibility or liability for the violation of such restrictions by such persons.

The CVRs and the Loan Notes, if any, issued to the CVR Holders in exchange for the CVRs to be issued pursuant to the Scheme, in each case, are expected to be issued in the United States in reliance upon the exemption from the registration requirements of the US Securities Act, provided by, in the case of the CVRs, Section 3(a)(10) thereof, and in the case of the Loan Notes, Section 3(a)(9) thereof.

Neither this document nor any of the accompanying documents is intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval pursuant to the Scheme or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful. This document is not a prospectus, a prospectus-equivalent document or an exempted document.

Recommended Offer

for

Augean Plc

by

Antwerp Management Limited

(a newly formed company indirectly owned by funds managed or advised by Morgan Stanley

Infrastructure Inc., an indirect subsidiary of Morgan Stanley)

to be effected by means of a Scheme of Arrangement under

Part 26 of the Companies Act 2006

This document (including any documents incorporated into it by reference) should be read as a whole and in conjunction with the accompanying Forms of Proxy.

Your attention is drawn to the letter from the Executive Chairman of Augean in Part I (Letter from the Executive Chairman of Augean) of this document, which contains the unanimous recommendation of the Augean Board that you vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting. A letter from Rothschild & Co explaining the Scheme appears in Part II (Explanatory Statement) of this document and constitutes an explanatory statement in compliance with section 897 of the Companies Act 2006.

Notices of the Court Meeting and the General Meeting, both of which will be held at the offices of Ashurst LLP, London Fruit

• Wool Exchange, 1 Duval Square, London, E1 6PW on 9 September 2021, are set out in Part IX (Notice of Court Meeting) and Part X (Notice of General Meeting) of this document respectively. The Court Meeting will start at 10:30 a.m. and the General Meeting at 10:45 a.m. (or as soon thereafter as the Court Meeting shall have been concluded or adjourned).

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The action to be taken by Augean Shareholders in relation to the Meetings is set out on pages 12 to 15 and in paragraph 15 of Part II (Explanatory Statement) of this document. It is very important that Augean Shareholders use their votes so that the Court can be satisfied that there is a fair and reasonable representation of their views. Augean Shareholders will receive a BLUE Form of Proxy for use in connection with the Court Meeting and a WHITE Form of Proxy for use in connection with the General Meeting.

While it is currently anticipated that the Court Meeting and the General Meeting will be held at the offices of Ashurst LLP, London Fruit & Wool Exchange, 1 Duval Square, London, E1 6PW in a COVID-19 secure manner, it is possible that the evolving COVID-19 pandemic and Government restrictions and guidance in relation to any developments may mean that this is not possible. In light of the uncertainty surrounding the COVID-19 restrictions that may be in place as at the date of Meetings, and in order to protect the health and safety of all stakeholders, the Scheme Shareholders, Augean Shareholders and other attendees (including any duly appointed proxies and/or corporate representatives) are strongly encouraged not to attend the Court Meeting or the General Meeting in person, save for the Chair and anyone else nominated by the Chair in order to establish a quorum or to facilitate the proceedings of the Meetings. Augean remains firmly committed to encouraging shareholder engagement on the business of the Court Meeting and the General Meeting. As such, Augean Shareholders (and any of their duly appointed proxies and/or corporate representatives) will be able to access and follow the business of the relevant meeting remotely via the Virtual Meeting Platform (as explained further below). Whilst Scheme Shareholders (and their duly appointed proxies) can remotely attend and vote at the Court Meeting (even if a proxy appointment is submitted in advance), Augean Shareholders (and their duly appointed proxies) will not be permitted to vote remotely via the Virtual Meeting Platform at the General Meeting (as described below). Accordingly, Augean Shareholders (and their duly appointed proxies) should be aware that, even if they access and follow the business of the General Meeting remotely via the Virtual Meeting Platform, the only means by which they can vote on the business of the General Meeting is in person, by appointing the Chair of the General Meeting as proxy in accordance with the procedures set out in this document or appointing another person as proxy in accordance with the procedures set out in this document to attend the General Meeting in person on their behalf.

Whether or not you intend to be present at the Meetings in person or, in the case of the Court Meeting only, to attend remotely via the Virtual Meeting Platform, please complete and sign each of the Forms of Proxy (or appoint a proxy electronically) in accordance with the instructions printed on them and return them to Augean's Registrar, Computershare Investor Services PLC , as soon as possible and, in any event, so as to be received by Computershare by 10:30 a.m. on 7 September 2021 in respect of the Court Meeting and 10:45 a.m. on 7 September 2021 in respect of the General Meeting. If the BLUE Form of Proxy for the Court Meeting is not returned by the specified time, it may be handed to representatives of Computershare, on behalf of the Chair of the Court Meeting or the Chair of the Court Meeting before the start of that meeting and it will still be valid. Augean Shareholders who hold Augean Shares in CREST may also appoint a proxy through the CREST electronic proxy appointment service by following the instructions set out on pages 13 and 14 of this document. In the case of the General Meeting, however, unless the WHITE Form of Proxy is returned by the time mentioned in the instructions printed on it, it will be invalid. The completion and return of a Form of Proxy will not prevent Augean Shareholders from attending, voting and speaking in person at either the Court Meeting or the General Meeting, or any adjournment thereof, or, in the case of the Court Meeting only, from attending, voting and speaking remotely via the Virtual Meeting Platform, if you so wish and are so entitled.

At the Court Meeting, voting will be by poll and each Scheme Shareholder present in person, remotely via the Virtual Meeting Platform, or by proxy will be entitled to one vote for each Scheme Share held as at the Voting Record Time. The approval required at the Court Meeting is a majority in number representing not less than 75 per cent. in value of those Scheme Shareholders present and voting in person, remotely or by proxy.

At the General Meeting, voting on the Resolution will be by poll and each Augean Shareholder present in person or by proxy will be entitled to one vote for each Augean Share held as at the Voting Record Time. The approval required for the Resolution to be passed is at least 75 per cent. of the votes cast on the Resolution in person or by proxy.

Instructions for accessing the Virtual Meeting Platform

Scheme Shareholders and Augean Shareholders (together with their respectively duly appointed proxies and/or corporate representatives) will be given the opportunity to: (i) in the case of the Court Meeting, access, follow the business of, attend, submit questions and/or objections remotely in writing via the Virtual Meeting Platform, or orally by telephone, and vote at the Court Meeting remotely via the Virtual Meeting Platform; and (ii) in the case of the General Meeting, access, follow the business of, submit questions remotely in writing via the Virtual Meeting Platform or orally by telephone but not raise objections or vote at the General Meeting (as a result of constraints in the Articles).

Scheme Shareholders and Augean Shareholders can access the Virtual Meeting Platform using a web browser, on any PC or PC equivalent or smartphone device. The web browser must be compatible with the latest browser versions of Chrome, Firefox, Edge and Safari. In order to access or engage with the business of the Meetings, as detailed above, using this method, please go to https://web.lumiagm.com/.

Once you have accessed https://web.lumiagm.com/ from your web browser, you will be asked to enter the Lumi Meeting ID which is 189-384-012. You will then be prompted to enter your Shareholder Reference Number ("SRN") and PIN number.

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Your SRN, including any zeros, and your PIN number can be found printed on your Form of Proxy. Access to the Court Meeting via the website will be available from 10:00 a.m. on 9 September 2021, as further detailed below. If you are unable to access your SRN and PIN, please call Computershare between 8.30 a.m. and 5.30 p.m. Monday to Friday (except UK public holidays) on 0370 889 3205 from within the UK or [phone] if calling from outside the UK. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the UK will be charged at the applicable international rate. Please note that calls may be monitored or recorded and Computershare cannot provide advice on the merits of the Offer or the Scheme or give any financial, legal or tax advice.

Scheme Shareholders and Augean Shareholders are strongly encouraged to appoint the Chair of the relevant Meeting as their proxy. If you wish to appoint a person other than the Chair of the Court Meeting as your proxy and for them to attend the Court Meeting remotely please submit your proxy appointment in the usual way and then contact Computershare on 0370 889 3205 from within the UK or [phone] if calling from outside the UK in order to obtain their unique SRN and PIN (which you can then pass on to your duly appointed proxy). This should be done as soon as possible and at least 48 hours (excluding any part of such 48 hour period falling on a non-working day) before the Court Meeting.

Access to the Court Meeting will be available from 10:00 a.m. on 9 September 2021, although the voting functionality will not be enabled until the Chair of the Court Meeting declares the poll open. Scheme Shareholders (and their duly appointed proxies and/or corporate representatives) will be permitted to submit questions (remotely in writing via the Virtual Meeting Platform or orally by telephone) to the Augean Directors during the course of the Court Meeting.

The General Meeting will commence at 10:45 a.m. or as soon thereafter as the Court Meeting shall have been concluded or adjourned. As with the Court Meeting, Augean Shareholders (and their duly appointed proxies and/or corporate representatives) will be permitted to submit questions (remotely in writing via the Virtual Meeting Platform or orally by telephone) to the Augean Directors during the course of the General Meeting.

During the Court Meeting and the General Meeting, you must ensure you are connected to the internet at all times in order to access, follow the business of, submit questions, at the Meetings, and, in the case of the Court Meeting only, vote and raise objections, when the Chair of the Court Meeting commences polling. Therefore, it is your responsibility to ensure connectivity for the duration of the Meetings. The Virtual Meeting Guide contains further information on accessing and engaging with the business of the Meetings remotely via the Virtual Meeting Platform and is available on Augean's website at https://www.augeanplc.com/offer/.

The COVID-19 situation is constantly evolving, and the UK Government may change current restrictions or implement further measures relating to the holding of shareholder meetings during the affected period. Any changes to the arrangements for the Court Meeting and the General Meeting will be communicated to Scheme Shareholders and Augean Shareholders before the Meetings through Augean's website at https://www.augeanplc.com/offer/ and by announcement through a Regulatory Information Service.

If you have any questions about this document, the Court Meeting, the General Meeting or on the completion and return of the Forms of Proxy, please call the Shareholder Helpline between 8:30 a.m. and 5:30 p.m. Monday to Friday (except UK public holidays) on 0370 889 3205 from within the UK or [phone] if calling from outside the UK. Please note that calls may be monitored or recorded and the Shareholder Helpline cannot provide financial, legal or tax advice or advice on the merits of the Offer or give any financial, legal or tax advice.

Questions at the Meetings

Scheme Shareholders and Augean Shareholders can submit questions on the business of the relevant Meeting in advance by email to [e-mail] with the subject line "Court Meeting 2021 Questions"/"General Meeting 2021 Questions" (as relevant), provided that such emails must be received no later than 48 hours (excluding any part of such 48 hour period falling on a non-working day) before the time fixed for the relevant Meeting or any adjournment thereof. In addition, for both the Court Meeting and the General Meeting, Scheme Shareholders and Augean Shareholders (and any of their respectively duly appointed proxies and/or corporate representatives) may also submit questions at the relevant Meetings remotely in writing via the Virtual Meeting Platform or orally by telephone. The Virtual Meeting Guide contains further information on accessing and engaging with the business of the Meetings remotely via the Virtual Meeting Platform and is available on Augean's website at https://www.augeanplc.com/offer/.

Subject to time limitations, the Chair of the Meetings will ensure that relevant matters relating to the formal business of the relevant Meeting are addressed in the relevant Meeting. Where multiple Augean Shareholders submit questions of a similar nature or theme, the questions will all be read aloud to the relevant Court Meeting or General Meeting for transparency but only one response may be provided to prevent repetition of responses on the same theme.

Certain terms used in this document are defined in Part VIII (Definitions) of this document.

Rothschild & Co, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser to Augean and for no one else in connection with the matters set out in this document and will not regard any other person as its client in relation to the matters referred to in this document and will not be responsible to anyone other than Augean for providing the protections afforded to clients of Rothschild & Co nor for providing advice in connection with any matter referred to herein. Neither Rothschild & Co nor any of its subsidiaries, branches or affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or

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indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with this document, any statement contained herein, the Offer or otherwise.

Singer Capital Markets Advisory LLP, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as Nominated Adviser and Broker for Augean and for no one else in connection with the matters set out in this document and will not regard any other person as its client in relation to the matters referred to in this document and will not be responsible to anyone other than Augean for providing the protections afforded to its clients, nor for providing advice in relation to the content of this document or any other matter referred to herein. Neither Singer Capital Markets nor any of its subsidiaries, branches or 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 document, any statement contained herein or otherwise.

Greenhill, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Bidco and MSIP and for no one else in connection with the matters referred to in this document and will not be responsible to anyone other than Bidco and MSIP for providing the protections afforded to clients of Greenhill, nor for providing advice in relation to the matters referred to in this document.

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IMPORTANT NOTICES

This document and the accompanying documents are for information purposes only and are not intended to and do not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for , sell or otherwise dispose of any securities, or a solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities of Augean in any jurisdiction in contravention of applicable law. The Offer will be implemented solely pursuant to the terms of this document (or, if the Offer is implemented by way of a Takeover Offer, the Offer Document), which contains the full terms and conditions of the Offer, including details of how to vote in respect of the Offer. Any vote in respect of, or other response to, the Offer should be made only on the basis of the information contained in this document (or, if the Offer is implemented by way of a Takeover Offer, the Offer Document).

The CVRs and the Loan Notes, if any, issued to the CVR Holders in exchange for the CVRs to be issued pursuant to the Scheme, in each case, are expected to be issued in the United States in reliance upon the exemption from the registration requirements of the US Securities Act, provided by, in the case of the CVRs, Section 3(a)(10) thereof, and in the case of the Loan Notes, Section 3(a)(9) thereof.

This document has been prepared in accordance with English law and the Takeover Code and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England. The statements contained in this document are not to be construed as legal, business, financial or tax advice. If you are in any doubt about the contents of this document, you should consult your own legal adviser, financial adviser or tax adviser for legal, business, financial or tax advice.

The statements contained in this document are made as at the date of this document, unless some other time is specified in relation to them, and service of this document shall not give rise to any implication that there has been no change in the facts set out in this document since such date. Nothing contained in this document shall be deemed to be a forecast, projection or estimate of the future financial performance of Augean except where otherwise expressly stated. Neither Augean nor Bidco intends, or undertakes any obligation, to update information contained in this document, except as required by applicable law, the Takeover Code or other regulation.

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

No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representations must not be relied upon as having been authorised by Augean, the Augean Directors, Bidco, the Bidco Directors, MSIP, the MSIP Responsible Persons or by Rothschild & Co or Greenhill & Co or any other person involved in the Offer. Neither the delivery of this document nor holding the Meetings, the Scheme Court Hearing, or filing the Court Order shall, under any circumstances, create any implication that there has been no change in the affairs of the Augean Group or the Bidco Group since the date of this document or that the information in, or incorporated into, this document is correct as at any time subsequent to its date.

If the Scheme is approved at the Meetings, an application will be made to the London Stock Exchange for the cancellation of admission to trading of Augean Shares on AIM, to take effect shortly after the Effective Date.

Overseas jurisdictions

The release, publication or distribution of this document, directly or indirectly, in or into or from jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves about, and observe, any applicable legal or regulatory requirements of their jurisdictions.

The availability of the Offer (including the CVRs and Loan Notes to be issued under the Offer) to Augean Shareholders who are not resident in and citizens of the UK may be affected by the laws of the relevant

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