Renishaw Regulatory News (RSW)

Renishaw plc

Shareholdings update

Renishaw plc ("Renishaw" or the "Company") announces that the families of the Company's founders, the late Sir David McMurtry and current Non-executive Director, John Deer, have established a joint family holding company, Deltam Holdings Limited ("Deltam"), to hold 50.25% of the issued share capital of Renishaw.

Establishing Deltam facilitates a generational transfer of the business within the families, reaffirming their commitment to Renishaw and their intention to be long term shareholders in the Company.

The Company has been informed that the families have entered into arrangements to govern the operation of Deltam that, amongst other things, are intended to replicate as closely as possible the terms of the voting arrangement announced on 21 October 2025, which has been terminated as part of this process.

As such, the Deer family representatives on the Deltam board of directors can require all of the Renishaw shares held by Deltam to be voted against a special resolution of the Company and the McMurtry family representatives on the Deltam board of directors can require all of the Renishaw shares held by Deltam to be voted in favour of an ordinary resolution of the Company. In other circumstances, if the Deltam board of directors cannot agree on how to vote the Renishaw shares held by Deltam, then the Deltam board shall cast the votes as it sees fit. This may include casting some votes in favour and some votes against the relevant resolution.

The Renishaw shares held by Deltam at the date of this announcement are primarily made up of those Renishaw shares previously held by the trustees of the will trust established for the benefit of Lady Teresa McMurtry (the "Trustees") (the "David McMurtry Will Trust"), details of which were announced on 21 October 2025, and certain shares previously held by (i) John Deer in his own name (ii) John Deer and Eileen Deer held jointly, and (iii) a bare trust established for the benefit of Philip Deer (the "Deer Parties"). Each of these transferors received shares in Deltam in exchange for the shares that they held in Renishaw.

In addition, certain members of the McMurtry and Deer families have retained personal holdings of Renishaw shares representing, in aggregate, 2.64% of the issued shares and these shares are not subject to the above arrangements.

The Company has been informed that following the acquisition of Renishaw shares by Deltam, the Trustees gifted the shares in Deltam held by the David McMurtry Will Trust into discretionary trusts established for the benefit of Richard McMurtry, Ben McMurtry and Yvette Pridmore in substantially equal proportions. The trustees of these discretionary trusts are the same individuals who are Trustees of the David McMurtry Will Trust. The Deltam governance and voting arrangements described above apply following these transfers.

As at the date of this announcement, the discretionary trusts established for the benefit of Richard McMurtry, Ben McMurtry and Yvette Pridmore have a 72.12% interest in Deltam and the Deer Parties 27.88% in aggregate.

The UK Panel on Takeovers and Mergers (the "Panel") has been consulted in relation to the transactions in Renishaw shares outlined above and has confirmed to the families, with the agreement of the Company, that members of the families and Deltam will be presumed to be acting in concert (the "Concert Party") for the purposes of the City Code on Takeovers and Mergers (the "Code"). It has also been confirmed that, with the agreement of the Company, Deltam is not obliged to make a mandatory offer under Rule 9.1 of the Code having acquired the Renishaw shares described above. For so long as Deltam continues to hold shares carrying more than 50% of the voting rights of Renishaw, further acquisitions of Renishaw shares by Deltam will not carry any consequences under Rule 9.1 of the Code. Acquisitions of Renishaw shares by any other member of the Concert Party will be subject to Note 4 on Rule 9.1 of the Code.

Kasim Hussain

Group General Counsel & Company Secretary

26 November 2025