Senior : Notice of AGM, including rules of the 2024 Long Term Incentive Plan

Notice of Annual

General Meeting

This document is important and requires your immediate attention

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant or other professional adviser.

If you have sold or otherwise transferred all of your shares, please pass this document together with the accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer, so that they can pass these documents to the person who now holds the shares.

Senior plc

(incorporated and registered in England and Wales under number 00282772)

Registered Office:

59/61 High Street

Rickmansworth Hertfordshire WD3 1RH United Kingdom

Chair's introduction

4 March 2024

Dear Shareholder

Annual General Meeting - Friday 26 April 2024

I am pleased to announce that the Annual General Meeting ("AGM") of Senior plc (the "Company") will be held at Senior plc, 59/61 High Street, Rickmansworth, Hertfordshire, WD3 1RH on Friday 26 April 2024 at 11.30 am. The formal Notice of Meeting appears on page 3 of this circular, together with an explanation of the main resolutions to be presented to the AGM. A separate proxy form for use at the AGM is enclosed with this circular.

Resolutions

You will be invited to consider and vote on the Resolutions set out in the Notice of Meeting. Resolutions 16 to 19 (inclusive) will be proposed as special resolutions; all other resolutions will be proposed as ordinary resolutions.

Whether or not you propose to attend the AGM, if you will be appointing a proxy or proxies please complete and submit a proxy form in accordance with the instructions printed on the enclosed form. The proxy form must be received not less than 48 hours before the time of the holding of the AGM.

Senior plc 2024 Long-Term Incentive Plan

The Company's existing long-term incentive arrangement for the Company's executive Directors and other selected senior management is the Senior plc 2014 Long-Term Incentive Plan (the "2014 LTIP"), under which no further awards may be made from

25 April 2024 (being the tenth anniversary of the date of its approval by shareholders).

The Remuneration Committee of the Board of Directors (the "Committee") has recently undertaken a review of the 2014 LTIP and concluded that shareholder authority should be sought for a replacement arrangement, the Senior plc 2024 Long-Term Incentive Plan (the "2024 LTIP").

The terms of the 2024 LTIP have been designed to materially continue with the existing position under the 2014 LTIP, but with appropriate changes to bring them into line with prevailing best practice expectations and with the terms of the Directors' Remuneration Policy.

A summary of the principal terms of the 2024 LTIP is set out in the Appendix to this Notice of AGM.

Inspection of documents

The following documents will be available for inspection at the Registered Office of the Company and the offices of Slaughter and May, One Bunhill Row, London EC1Y 8YY during normal business hours on any weekday (Saturdays, Sundays, English and Welsh public holidays excepted) from the date of this Notice until the time of the AGM:

• copies of the executive Directors' service contracts;
• copies of letters of appointment of the non-executive Directors; and
• a copy of the draft rules of the Senior plc 2024 Long-Term Incentive Plan.

All the above documents will also be on display at the venue of the AGM: Senior plc, 59/61 High Street, Rickmansworth, Hertfordshire, WD3 1RH, for at least 15 minutes prior to and during the AGM.

Recommendation

The Directors consider that all the resolutions to be put to the AGM are in the best interests of the Company and its shareholders as a whole. Your Board will be voting in favour of them and unanimously recommends that you do so as well.

Yours faithfully

Ian King

Chair

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Notice of Meeting

Notice is hereby given that the Annual General Meeting ("AGM") of the Company will be held at Senior plc, 59/61 High Street, Rickmansworth, Hertfordshire, WD3 1RH on Friday 26 April 2024 at

11.30 am for the transaction of the following business:

Ordinary business

1 Adoption of Annual Report & Accounts, including supplementary Reports and Financial Statements 2023 That the Reports of the Directors and the Auditor's Report, including supplementary Reports and Financial Statements, for the year ended 31 December 2023 be adopted.

2 Approval of Directors' Remuneration Report (other than the Directors' Remuneration Policy)

That the Directors' Remuneration Report, contained within the Directors' Report, be approved.

3 Approval of Directors' Remuneration Policy

That the Directors' Remuneration Policy contained within the Directors' Remuneration Report be approved.

4 Declaration of a Final 2023 Dividend

That the final dividend of 1.70 pence per share, as recommended by the Directors, be approved.

Resolutions 5 to 12

In compliance with the UK Corporate Governance Code, all Directors are offering themselves for election or re-election.

5 Election of Director - Joe Vorih

That Joe Vorih be elected as a Director of the Company.

6 Re-Election of Director - Ian King

That Ian King be re-elected as a Director of the Company.

7 Re-Election of Director - Susan Brennan

That Susan Brennan be re-elected as a Director of the Company.

8 Re-Election of Director - Bindi Foyle

That Bindi Foyle be re-elected as a Director of the Company.

9 Re-Election of Director - Barbara Jeremiah

That Barbara Jeremiah be re-elected as a Director of the Company.

10 Re-Election of Director - Rajiv Sharma

That Rajiv Sharma be re-elected as a Director of the Company.

11 Re-Election of Director - David Squires

That David Squires be re-elected as a Director of the Company.

12 Re-Election of Director - Mary Waldner

That Mary Waldner be re-elected as a Director of the Company.

13 Re-Appointment of Auditor

That KPMG LLP be re-appointed as Auditor of the Company until the conclusion of the next AGM.

14 Auditor's Remuneration

That the Directors be authorised to determine the remuneration of the Auditor.

Special business

15 Authority to allot equity securities

That the Board be generally and unconditionally authorised to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company:

1. up to a nominal amount of £13,980,000 (such amount to be reduced by the nominal amount allotted or granted under paragraph (b) below in excess of such sum); and
2. comprising equity securities (as defined in Section 560(1) of the Companies Act 2006) up to a nominal amount of £27,961,000 (such amount to be reduced by any allotments or grants made under paragraph (a) above) in connection with an offer by way of a rights issue:
3. 1. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
   2. to holders of other equity securities as required by the rights of those securities, or as the Board otherwise considers necessary,

and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter, such authorities to apply until the end of next year's Annual General Meeting (or, if earlier, until the close of business on 30 June 2025) but, in each case, during this period the Company may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Board may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.

1. Authority to disapply pre-emption rights (Special Resolution)
   That if Resolution 15 is passed, the Board be given power to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if Section

1. of the Companies Act 2006 did not apply to any such allotment or sale, such power to be limited:

1. to the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (b) of Resolution 15, by way of a rights issue only):
2. 1. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
   2. to holders of other equity securities, as required by the rights of those securities or, as the Board otherwise considers necessary,

and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

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Notice of Meeting continued

1. in the case of the authority granted under paragraph (a) of Resolution 16, and/or in the case of any sale of treasury shares for cash, to the allotment (otherwise than under paragraph
   (a) above) of equity securities or sale of treasury shares up to a nominal amount of £4,194,000;
2. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) or paragraph (b) of Resolution 16) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (b) above, such authority to be used only for the purposes of making a follow-on offer which the Board determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such power to apply until the end of next year's Annual General Meeting (or, if earlier, until the close of business on 30 June 2025 but, in each case, during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.

17 Authority to disapply pre-emption rights (acquisition or capital investment) (Special Resolution)

That, subject to the passing of Resolution 15, the Directors be authorised, in addition to any authority granted under Resolution 16, to allot equity securities (as defined in Section 560(1) of the Companies Act 2006) for cash under the authority given by Resolution 15 and/or to sell ordinary shares held by the Company as treasury shares for cash as if Section 561of the Act did not apply to any such allotment or sale, provided that such power be:

1. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £4,194,000 used only for the purposes of financing (or refinancing, if the authority is to be used within twelve months after the original transaction)
   a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-emption Rights most recently published by the Pre-Emption Group prior to the date of this notice; and
2. limited to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (a) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such power to apply until the end of next year's Annual General Meeting (or, if earlier, until the close of business on 30 June 2025 but, in each case, during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.

18 Authority to purchase the Company's own shares (Special Resolution)

That the Company be generally and unconditionally authorised for the purposes of Section 701 of the Companies Act 2006 to make one or more market purchases (within the meaning of Section 693(4) of that Act) of ordinary shares of 10p each in the capital of the Company on such terms and in such manner as the Directors may from time to time determine provided that:

1. the maximum number of ordinary shares to be purchased is 41,940,000;
2. the minimum price which may be paid for each ordinary share (exclusive of expenses) is 10p;
3. the maximum price which may be paid for each ordinary share is the highest of:
4. 1. an amount equal to 105% of the average market value of an ordinary share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such ordinary share is contracted to be purchased; and
   2. the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out;
5. this authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2025 (or, if earlier, on
   30 June 2025) but during this period the Company may agree to purchase ordinary shares where the purchase of the ordinary shares will or may be completed or executed wholly or partly after the expiry of such authority and may make a purchase of ordinary shares pursuant to any such agreement as if the authority had not ended.

19 14-day notice period for General Meetings (Special Resolution)

That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.

Ordinary business

20 Senior plc 2024 Long-Term Incentive Plan That:

1. the rules of the Senior plc 2024 Long-Term Incentive Plan in the form produced to the meeting and initialled by the Chair of the meeting for the purposes of identification (the "2024 LTIP"), the principal terms of which are summarised in the Appendix to this Notice of Meeting, be and are hereby approved and the Directors of the Company be and are hereby authorised to adopt the 2024 LTIP and do all acts and things which they may, in their absolute discretion, consider necessary or expedient to give effect to the 2024 LTIP; and
2. the Directors of the Company be and are hereby authorised to adopt further plans based on the 2024 LTIP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further plans are treated as counting against the limits on individual or overall participation in the 2024 LTIP.

Explanatory notes on all the business to be considered at this year's AGM appear on pages 5 to 10 of this document.

Yours faithfully

By order of the Board

Andrew Bodenham

Group Company Secretary

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Explanatory notes on the resolutions

The notes on the following pages give an explanation of the proposed resolutions

Resolutions 1 to 15 inclusive and Resolution 20 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 16 to 19 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

Only those Members registered on the Register of Members of the Company as at 6.30 pm on Wednesday 24 April 2024 (or in the event of any adjournment, on the date which is two working days before the time of the adjourned meeting) shall be entitled to attend and vote at the AGM in respect of the number of shares registered in their name at that time. Changes to entries on the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.

Any Member entitled to attend and vote at the AGM will be entitled to appoint a proxy to attend and to vote in his/her place. Instructions on how to appoint a proxy can be found on pages 14 and 15. A proxy need not be a Member of the Company. Completion and return of a proxy form will not however preclude a Member from attending and voting at the AGM if otherwise eligible.

Resolution 1 Adoption of the Annual Report & Accounts, including supplementary Reports and the Financial Statements 2023.

Resolution 2 Approval of the Directors' Remuneration Report (other than the Directors' Remuneration Policy)

The Directors are required to prepare an annual report detailing the remuneration of the Directors and a statement by the Chair of the Remuneration Committee (together the "Directors' Remuneration Report"). The Company is required to seek shareholders' approval in respect of the contents of this report on an annual basis. The vote is an advisory one.

The Directors' Remuneration Report is set out on pages 106 to 127 of the Annual Report & Accounts 2023.

Resolution 3 Approval of Directors' Remuneration Policy

The Directors' Remuneration Policy (the "Policy") was last approved by shareholders at the AGM in 2021. In line with the relevant legal requirements, the Company is required to seek shareholder approval for a new Policy at this year's AGM. The vote is a binding one.

The new Policy is set out in full on pages 111 to 117 of the Annual Report & Accounts 2023. While the new Policy is similar in shape and structure to that approved in 2021, a number of changes are proposed to ensure ongoing relevance for the next three-year period, as explained further below:

1. Annual bonus plan. The maximum bonus opportunity under the new Policy has increased from 125% to 150% of basic salary for both executive Directors. This enhanced incentive recognises that the executive Directors have proved themselves to be highly capable leaders of a company that has made a strong recovery over the post-pandemic period. A maximum bonus of 150% is more closely aligned with standard market practice at relevant UK comparators and is considered to be suitably competitive. The higher bonus opportunity will be matched with appropriately stretching performance targets. The deferral mechanism in the bonus plan - requiring one-third of any bonus to be paid in deferred shares - remains unchanged.
2. LTIP. The maximum grant level for LTIP awards is set at 200% of basic salary for both executive Directors. The limit under the Policy approved in 2021 is 150% of salary (or 200% in exceptional circumstances). The higher level will provide an appropriate level of upside reward potential for the current stage of the recovery of the business and for the outstanding levels of performance which are required to hit maximum vesting levels under the different LTIP performance measures. All vested awards will continue to be subject to a two-yearpost-vesting holding period. The new individual limit is also set out in the formal LTIP rules, for which separate shareholder approval is being sought at the AGM (see Resolution 20).
3. Post-employmentshareholding requirements. The current post-employmentshareholding requirement for the executive Directors applies for two years following cessation at the lower of (1) 80% of the in-employmentshareholding guideline in place prior to cessation, and (2) the actual shareholding held at the time of cessation. Under the new Policy, the first part of this provision has changed so that it now relates to 100% of the in-employmentguideline, which is consistent with the general preference of investors. We have also clarified that this post-employmentrequirement excludes shares purchased by the executive Directors from their own resources or shares retained at vesting rather than being sold to cover tax liabilities (i.e. where the executive Director elects to pay the tax themselves).

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Explanatory notes on the resolutions continued

Further information on the background to these Policy changes is set out in the Annual Statement from the Chair of the Remuneration Committee on page 106 in the Annual Report & Accounts 2023.

If approved, the new Policy will formally take effect from the date of the AGM but we will apply it in practice from the start of the financial year on 1 January 2024. Payments (including loss of office payments) cannot be made to Directors if they are not consistent with the terms of the approved Policy. Any payments outside of the framework of the Policy can only be made once shareholders have approved an amendment to the Policy.

Resolutions 4 Declaration of a Final 2023 Dividend as recommended by the Directors

If shareholders approve the recommended final dividend of 1.70 pence per share, this will be paid on 31 May 2024 to all ordinary shareholders who were on the Register of Members on 3 May 2024.

Resolutions 5 to 12

In compliance with the UK Corporate Governance Code, all Directors are offering themselves for election or re-election.

Each Director seeking re-election underwent an annual performance evaluation by other members of the Board with the exception of Joe Vorih who was appointed to the Board on 1 January 2024. Having given regard to the diversity of Directors' skills, business acumen and experience, the Board remained satisfied that all Directors contributed effectively to the running of the Company and have demonstrated commitment to the role. The Board recommends that it is in the interests of the Company that Joe Vorih be elected, and Ian King, Susan Brennan, Bindi Foyle, Barbara Jeremiah, Rajiv Sharma, David Squires and Mary Waldner be re-elected, so that they may continue in their roles as Directors.

Resolution 5 Election of Director - Joe Vorih

Joe Vorih joined the Board on 1 January 2024. Joe was previously the President of HBK, a division of and key platform business within Spectris plc. Prior to that, he worked for Clarcor Corporation, a NYSE listed business delivering filtration solutions; Stanadyne Corporation, a private-equity owned global fuel injection maker; and Danaher Corporation, also a US listed global business in industrial, test and medical equipment. Joe was also a Board Director of Muth Mirror Systems, a specialised automotive supplier.

Joe is the Group Chief Executive Officer of Genuit plc, a leading provider of sustainable water, climate and ventilation products and systems. He is also a partner in Rocky Neck Partners, LLC. The Board considers Joe independent.

Skills, Experience and Specific Contribution to the Company's Long-Term Success

Joe brings broad international engineering expertise in the automotive, aerospace and industrial sectors where Senior operates. His experience in integrating businesses and managing businesses through transition and lean transformation - in both public and private equity environments - will enable him to make valuable contributions to the Board.

Resolution 6 Re-election of Director - Ian King

Ian King joined the Board on 13 November 2017 as a non-executive Director and became Chair in April 2018. For more than 40 years Ian has held many senior management and directorship roles, including finance, executive management, customer support and strategic planning. Ian joined Marconi in 1976 and held a number of roles with them. He was Chief Executive of Alenia Marconi when Marconi and British Aerospace merged in 1999 to form BAE Systems plc. He then became Group Strategy and Planning Director of BAE Systems; Ian was its Chief Executive from 2008 until his retirement in June 2017. He was also the senior independent director of Rotork plc until June 2014. The Board considered Ian King to be independent upon appointment as Chair.

Ian is the Senior Independent Director of Schroders plc, having been appointed to its Board on 1 January 2017, the lead non-executive director of the Department for Transport, a non-executive director of High Speed Two (HS2) Limited, and is a senior adviser at Gleacher Shacklock LLP.

Skills, Experience and Specific Contribution to the Company's Long-Term Success

Ian has had a distinguished executive career spanning more than 40 years in the defence sector. He has a wealth of experience in many senior management and directorship roles, including finance, executive management, customer support and strategic planning.

Ian leads the Board in defining the strategy of the Group and driving the Company's vision to produce sustainable growth in operating profit, cash flow and shareholder value. Ian has relevant direct experience in Aerospace, a key element of Senior's strategy.

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Resolution 7 Re-election of Director - Susan Brennan

Susan Brennan joined the Board on 1 January 2016. Susan has more than 30 years of manufacturing experience, including commercial vehicle electric battery, fuel cell, automotive vehicle, powertrain, and component assembly. Susan has dedicated her career to improving American manufacturing. In her time as a manufacturing practitioner, she has always been a strong proponent of sustainability.

From August 2021 to October 2022, Susan was the President and Chief Executive Officer of Romeo Power, Inc., leading Romeo's mission of advancing and commercialising high-density battery technology for heavy-duty commercial vehicles. In the past, she has served as Chief Operations Officer of Bloom Energy and in a variety of leadership roles for major automakers, including Nissan and Ford.

Susan led Nissan's launch of the all-electric Nissan Leaf in Smyrna, Tennessee and led the transformation of the facility to a sustainable future. She has created and supported organisations that encourage young women to pursue careers in STEM as a pathway for future generations of technological research, development and manufacturing in the United States and the globe. She is the founder and a board member of the Southern Automotive Women's Forum and is an adviser to many other women's empowerment groups.

Susan is currently the Chief Executive Officer and a board member of 5E Advanced Materials, Inc., a company positioned to become a vertically integrated global leader in BORON + advanced materials with a focus on enabling decarbonisation as well as critical, high value applications within electric transportation, clean energy, food and domestic security. Susan was appointed to this role with effect from 24 April 2023. The Board considers Susan independent.

Skills, Experience and Specific Contribution to the Company's Long-Term Success

Susan brings valuable manufacturing experience to the Board, especially in areas of key technological advances. Her operational and executive experience, particularly in automotive and component assembly, means she is well placed to understand issues at both operational and strategic levels.

Resolution 8 Re-election of Director - Bindi Foyle

Bindi Foyle joined the Board as an executive Director in May 2017 and became Group Finance Director on 1 July 2017. Bindi joined Senior as Group Financial Controller in January 2006, a role she held until July 2014 when she became responsible for the Group's Investor Relations activities. Prior to her appointment as an executive Director, Bindi was Director of Investor Relations and Corporate Communications for the Group. Prior to joining Senior, Bindi held senior finance roles at Amersham plc and GE, having previously worked with BDO Stoy Hayward.

Bindi is a non-executive director of Avon Protection plc and is the Chair of its Audit Committee.

Skills, Experience and Specific Contribution to the Company's Long-Term Success

Bindi's experience of financial control and investor relations and communications means that she is ideally placed to implement the strategy and policies approved by the Board. Since joining the Group in 2006, she has gained extensive knowledge of the running of all the Group's operations and is instrumental in managing the Group's finances and assisting the Group Chief Executive Officer in the management of the Executive team.

Resolution 9 Re-election of Director - Barbara Jeremiah

Barbara Jeremiah was appointed to the Board on 1 January 2022. Barbara is a US citizen and has over 30 years' experience with Alcoa Inc, in a number of positions, including Executive Vice President, Corporate Development and Chairman's Counsel. She was formerly Chairwoman of Boart Longyear Limited and a non-executive director of Premier Oil plc and Russel Metals Inc. Barbara was most recently

1. non-executivedirector and Remuneration Committee Chair of Aggreko plc from March 2017 to August 2021. Upon the retirement of Celia Baxter following the conclusion of the 2023 AGM, Barbara was appointed the Chair of the Remuneration Committee and the Senior Independent non-executive Director. The Board considers Barbara Jeremiah independent.

Barbara was appointed a non-executive Director of Johnson Matthey Plc with effect from 1 July 2023. She was also appointed Senior Independent Director of Johnson Matthey Plc following the conclusion of their AGM on 20 July 2023. Chair of The Weir Group PLC since April 2022, having been appointed a non-executive director of that company in August 2017.

Skills, Experience and Specific Contribution to the Company's Long-Term Success

Barbara's extensive experience in a number of Senior's key markets as an executive and non-executive Director complements those of the existing members of the Board.

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Explanatory notes on the resolutions continued

Resolution 10 Re-election of Director - Rajiv Sharma

Rajiv Sharma was appointed to the Board on 1 January 2019. Rajiv has been the Group Chief Executive of Coats Group plc since January 2017, having served as an executive director since March 2015. Coats is a leading industrial thread manufacturer with a business spanning 50 countries, including North America and Europe and with a growing presence in Asia.

Rajiv has nearly 30 years' experience which includes commercial, operations, M&A, strategy, digital and general management. Rajiv joined Coats Group plc in November 2010 as Global CEO Industrial and was responsible for developing and executing a growth strategy. He has lived and worked in the US, Europe and Asia and has multi-industry global experience. He has managed complex businesses with blue-chip companies. The majority of his career has been dedicated to growing or turning around businesses and he has been on the board of joint ventures. During his career, Rajiv has held senior roles in various companies including Honeywell, GE and Shell. The Board considers Rajiv Sharma independent.

Skills, Experience and Specific Contribution to the Company's Long-Term Success

Rajiv has had a long career running and growing multinational companies across the world, particularly in South East Asia. His background in mechanical engineering means that he brings operational and technical understanding to the Board's discussions. His experience of developing and executing growth strategy makes his contribution to delivering the Company's long-term success an important one.

Resolution 11 Re-election of Director - David Squires

Joined the Board on 1 May 2015 and appointed Group Chief Executive Officer on 1 June 2015. David started his career in the oil industry working for Shell; however, most of his working life has been spent in the Aerospace Industry, initially with Hughes Aircraft Company (now Raytheon), then GEC-Marconi/BAE Systems, Eaton Corporation, and Cobham plc, before joining Senior plc. Prior to joining Senior plc, David was Chief Operating Officer of Cobham plc.

Skills, Experience and Specific Contribution to the Company's Long-Term Success

A graduate in business management, Fellow of the Chartered Institute of Purchasing and Supply and Fellow of the Royal Aeronautical Society. David has held senior posts in operations and supply chain, business development, programme management and general management.

David has a long-established career in manufacturing, for the most part having specialised in the aerospace sector. He brings extensive knowledge of the aerospace industry and broad international experience, as well as understanding of procurement and business development to the Board. David has been the guiding force in driving the Group's vision and operating in a safe and ethical manner.

Resolution 12 Re-election of Director - Mary Waldner

Mary Waldner joined the Board on 1 December 2021. Mary held a number of senior roles within the aerospace and automotive sectors at British Airways and General Motors. At Ultra Electronics, Mary gained experience of working within the defence, security and energy markets. She was previously the Group Finance Director of Ultra Electronics Holdings plc, the Director of Group Finance at QinetiQ Group plc and Group Financial Controller of 3i Group plc. Upon the retirement of Giles Kerr and Celia Baxter following the conclusion of the 2023 AGM, Mary was appointed the Chair of the Audit Committee and the Director designated to engage with the Group's employees. The Board considers Mary Waldner independent.

Mary is Chief Financial Officer of Lloyd's Register, the global professional services company specialising in engineering and technology for the maritime industry. She is also a non-executive director and Chair of the Audit and Risk Committee of Oxford Instruments plc, a provider of high technology products and services to the world's leading industrial manufacturers and scientific research institutes.

Skills, Experience and Specific Contribution to the Company's Long-Term Success

Mary's background and experience in finance and in the engineering sector complements the current Board membership and is invaluable in Senior's continued development.

Resolution 13 Re-appointment of KPMG LLP as Auditor of the Company

On 21 April 2017, KPMG LLP was appointed as the Group's external Auditor for the financial year commencing 1 January 2017. The Audit Committee has concluded that it is satisfied with the effectiveness of the external Auditor; as a consequence, the Board recommends that KPMG be re-appointed as Auditor in 2024.

Resolutions 14 Authority to determine the Auditor's Remuneration

Following best practice, this resolution seeks authority for the Audit Committee to determine the Auditor's remuneration.

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Resolution 15 Authority to allot equity securities

Paragraph (a) of this resolution would give the Directors the authority to allot ordinary shares or grant rights to subscribe for or convert any securities into ordinary shares up to an aggregate nominal amount equal to £13,980,000 (representing 139,800,000 ordinary shares of 10p each).

This amount represents approximately one-third of the issued ordinary share capital of the Company as at 23 February 2024, the latest practicable date prior to publication of this Notice.

In line with guidance issued by The Investment Association, paragraph (b) of this resolution would give the Directors authority to allot ordinary shares or grant rights to subscribe for or convert any securities into ordinary shares in connection with a rights issue in favour of ordinary shareholders up to an aggregate nominal amount equal to £27,961,000 (representing 279,610,000 ordinary shares), as reduced by the nominal amount of any shares issued under paragraph (a) of this resolution. This amount (before any reduction) represents approximately two-thirds of the issued ordinary share capital of the Company as at 23 February 2024, the latest practicable date prior to publication of this Notice.

The authorities sought under paragraphs (a) and (b) of this resolution will expire at the earlier of 30 June 2025 (the last date by which the Company must hold an Annual General Meeting in 2025) or the conclusion of the Annual General Meeting of the Company held

in 2025.

The Directors have no present intention to exercise either of the authorities sought under this resolution, except, under paragraph (a), to satisfy options under the Company's share option plans.

If they do exercise the authorities, the Directors intend to follow ABI recommendations concerning their use (including as regards to the Directors standing for re-election in certain cases).

As at the date of this Notice, no shares are held by the Company in treasury.

Special resolutions

Resolutions 16 to 19 will be proposed as special resolutions, which require a 75% majority of the votes to be cast in favour.

Resolutions 16 - 17 Disapplication of pre-emption rights

Resolutions 16 and 17 are to approve the disapplication of preemption rights. The passing of these resolutions would allow the Directors to allot shares for cash and/or sell treasury shares without first having to offer such shares to existing shareholders in proportion to their existing holdings.

The authority under Resolution 16 would be limited to: (a) allotments or sales in connection with pre-emptive offers and offers to holders of other equity securities if required by the rights of those shares or as the Board considers necessary; (b) allotments or sales (otherwise than pursuant to (a) above) up to an aggregate nominal amount of £4,194,000 (representing 41,940,000 ordinary shares of 10p each) which represents approximately 10% of the Company's issued ordinary share capital as at 23 February 2024, (being the latest practicable date prior to the publication of this Notice); and (c allotments or sales (otherwise than under paragraphs (a) and (b) above) up to an aggregate nominal amount of £838,800, which represents approximately 2% of the Company's issued ordinary share capital as at 23 February 2024, (being the latest practicable date prior to the publication of this Notice) to be used only for the purposes of making a follow-on offer to retail investors or existing investors not allocated shares in the offer.

Resolution 17 would give the Directors authority to (i) allot a further 10% of the issued ordinary share capital of the Company as at 23 February 2024, (being the latest practicable date prior to the publication of this Notice) for the purposes of financing a transaction which the Directors determine to be an acquisition or other capital investment contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice (the "Statement of Principles") and (ii) allot or sell shares (otherwise than under paragraph (i)) up to an aggregate nominal amount of £838,800, which represents approximately 2% of the Company's issued ordinary share capital as at 23 February 2024, (being the latest practicable date prior to the publication of this Notice) to be used only for the purposes of making a follow-on offer to retail investors or existing investors not allocated shares in the offer.

The disapplication authorities under Resolutions 16 and 17 are in line with guidance set out in the Statement of Principles. The Statement of Principles allow a board to allot shares for cash otherwise than in connection with a pre-emptive offer (i) up to 10% of a company's issued share capital for use on an unrestricted basis, (ii) up to a further 10% of a company's issued share capital for use in connection with an acquisition or specified capital investment announced either contemporaneously with the issue, or which has taken place in the preceding twelve-month period and is disclosed in the announcement of the issue and (iii) in the case of both (i) or (ii), up to an additional 2% in connection with a follow-on offer to retail investors or existing investors not allocated shares in the offer.

The authority will expire at the earlier of 30 June 2025 (the last date by which the Company must hold an Annual General Meeting in 2025) or the conclusion of the Annual General Meeting of the Company held in 2025.

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Explanatory notes on the resolutions continued

Resolutions 18 Authority to purchase the Company's own shares

This resolution seeks authority for the Company to make market purchases of its own shares for cancellation, or to be held in treasury, up to a maximum of 41,940,000 shares representing approximately 10% of the issued ordinary share capital. The minimum price, exclusive of expenses, which may be paid for an ordinary share, is 10p. The maximum price, exclusive of expenses, which may be paid for an ordinary share is the highest of (i) an amount equal to 5% above the average market value for an ordinary share for the five business days immediately preceding the date of the purchase and

1. the higher of the price of the last independent trade and the
   highest current independent bid on the trading venues where the purchase is carried out. The Directors have no present intention of exercising the authority to make market purchases and the seeking of this authority should not be taken to imply that shares will be purchased. The Directors will exercise this authority only when they consider such purchase to be in the best interests of the Company, and of its shareholders generally, and could be expected to result in an increase in the earnings per share of the Company.

Shares purchased by the Company pursuant to this authority may be held in treasury or may be cancelled. The Directors will consider holding any ordinary shares the Company may purchase as treasury shares.

The Directors believe that it is in the best interests of shareholders that the Company should have the flexibility to make market purchases of its own shares. Options to subscribe for 18,080,099 equity shares in the Company are outstanding on 23 February 2024, representing 4.31% of the issued share capital at the time.

If the existing authority given at the 2023 Annual General Meeting and the authority now being sought by Resolution 18 were to be fully used, these would represent 5.39% of the Company's ordinary issued share capital.

The authority will expire at the earlier of 30 June 2025 (the last date by which the Company must hold an Annual General Meeting in 2025) or the conclusion of the Annual General Meeting of the Company to be held in 2025.

Resolution 19 Notice period for general meetings

Members may give approval to shorten the notice period required for general meetings (other than Annual General Meetings) from

21 clear days to 14 clear days. At the Annual General Meeting of the Company held on 21 April 2023 shareholders approved the reduction of the notice period for general meetings (other than Annual General Meetings) to 14 clear days' notice.

In order to preserve this reduction, Resolution 19 seeks to renew this approval this year.

The approval will be effective until the Company's next Annual General Meeting, when it is intended that a similar resolution will be proposed.

In order to be able to call a general meeting on fewer than 21 clear days' notice in accordance with the Companies Act 2006, the Company must make a means of electronic voting available to all shareholders for that meeting. The shorter notice period would not be used as a matter of routine for such meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole.

It is intended that the authority granted by Resolutions 16 to 19 will be renewed annually.

Resolution 20 Senior plc 2024 Long-Term Incentive Plan

Please refer to the Appendix to this Notice of AGM contained within this circular for full details about the 2024 Long-Term Incentive Plan.

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