Recommended cash acquisition of Cobham plc AI Convoy Bidco...

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PART TWO OFTHIS DOCUMENT COMPRISES AN EXPLANATORY STATEMENT IN COMPLIANCE WITH SECTION 897OF THE COMPANIES ACT AND DETAILS OF A PROPOSED ACQUISITION WHICH, IF IMPLEMENTED,WILL RESULT IN THE CANCELLATION OF THE LISTING ON THE OFFICIAL LIST AND OFADMISSION TO TRADING OF COBHAM SHARES ON THE LONDON STOCK EXCHANGE’S MAINMARKET FOR LISTED SECURITIES.

If you are in any doubt as to the action you should take, you are recommended to seek your own financial adviceimmediately from your stockbroker, bank manager, accountant or other independent financial adviser authorisedunder the Financial Services and Markets Act 2000, if you are in the UK, or from another appropriatelyauthorised independent financial adviser, if you are taking advice in a territory outside the UK.

If you have sold or otherwise transferred all of your Cobham Shares, please send this document (but not anypersonalised accompanying documents) and any reply-paid envelope at once to the purchaser or transferee, or to thestockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser ortransferee. However, such documents should not be forwarded or transmitted in, into or from any jurisdiction where todo so would constitute a violation of the relevant laws of such jurisdiction. If you have sold or otherwise transferredpart only of your holding of Cobham Shares, please retain these documents and consult the stockbroker, bank or otheragent through whom the sale or transfer was effected. If you have recently purchased or otherwise been transferredCobham Shares in certificated form, notwithstanding receipt of this document and any accompanying documents fromthe transferor, you should contact Equiniti Limited on the telephone numbers set out below to obtain personalised Formsof Proxy.

The distribution of this document in or into jurisdictions other than the UK and US may be restricted by the laws orregulations of those jurisdictions and therefore persons into whose possession this document comes should informthemselves about, and observe, any such restrictions. Failure to comply with any such restrictions may constitute aviolation of the securities laws or regulations of any such jurisdiction.

Neither this document nor any of the accompanying documents do or are intended to constitute or form part of anyoffer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or thesolicitation 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.

Recommended cash acquisition of

Cobham plc

by

AI Convoy Bidco Limitedan indirect subsidiary of funds managed by

Advent International Corporation

to be effected by means of a scheme of arrangement ofCobham plc under Part 26 of the Companies Act 2006

This document, together with the accompanying Forms of Proxy, should be read as a whole. Your attention is drawn tothe letter from the Chairman of Cobham in Part One (Letter from the Chairman of Cobham) of this document, whichcontains the unanimous recommendation of the Cobham Directors that you vote in favour of the Scheme at the CourtMeeting and the Resolutions at the General Meeting. A letter from BofA Merrill Lynch, J.P. Morgan Cazenove andRothschild & Co explaining the Scheme appears in Part Two (Explanatory Statement) of this document and constitutesan explanatory statement in compliance with section 897 of the Companies Act.

Notices of the Court Meeting and the General Meeting of Cobham, each of which will be held at the offices of Allen &Overy LLP at One Bishops Square, London E1 6AD, on 16 September 2019, are set out on pages 69 to 76 of thisdocument. The Court Meeting will start at 10.30 a.m. on that date and the General Meeting at 10.45 a.m. or as soonthereafter as the Court Meeting is concluded or adjourned.

Action to be taken by Cobham Shareholders is set out on pages 8 to 10 of this document. Cobham Shareholdersare asked to complete and return the enclosed BLUE and WHITE Forms of Proxy in accordance with theinstructions printed thereon as soon as possible, but in any event so as to be received by Cobham’s registrar (asbelow), Equiniti Limited, no later than 48 hours before the relevant meeting (or adjourned meeting, whereapplicable), excluding any part of a day that is not a business day. Cobham Shareholders who hold CobhamShares in CREST may also appoint a proxy through the CREST electronic proxy appointment service byfollowing the instructions set out on pages 8 to 10 of this document. If the BLUE Form of Proxy for the CourtMeeting is not lodged by the relevant time, it may be handed to Cobham’s registrar, Equiniti Limited, on behalfof the Chairman of the Court Meeting, or to the Chairman of the Court Meeting, before the start of the CourtMeeting. However, in the case of the General Meeting, if the WHITE Form of Proxy is not lodged by therelevant time, and in accordance with the instructions on the Form of Proxy, it will be invalid.

If you have any questions about this document, the Court Meeting or the General Meeting, or how to complete theForms of Proxy, please call the shareholder helpline at Equiniti Limited on 0333 207 6534 (or +44 (0) 121 415 0855 ifcalling from outside the UK). Calls are charged at the standard geographic rate and will vary by provider. Calls to thisnumber from outside the UK will be charged at the applicable international rate. Lines are open from 8.30 a.m. to5.30 p.m., Monday to Friday, excluding public holidays in England and Wales. Please note that Equiniti Limited cannotprovide any financial, legal or tax advice, or advice on the Acquisition, and calls may be recorded and monitored forsecurity and training purposes.

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

Merrill Lynch International (BofA Merrill Lynch), which is authorised by the Prudential Regulation Authority andregulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK, is acting exclusivelyfor Cobham and for no one else in connection with the Acquisition and any other matters referred to in this document.BofA Merrill Lynch will not be responsible to anyone other than Cobham for providing the protections afforded toclients of BofA Merrill Lynch or for providing advice in connection with the Acquisition or any matter referred to inthis document.

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove (J.P. MorganCazenove), is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority andthe Prudential Regulation Authority in the UK. J.P. Morgan Cazenove is acting as financial adviser exclusively forCobham and no one else in connection with the Acquisition and any other matters referred to in this document, and willnot regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other thanCobham for providing the protections afforded to such financial advisory clients of J.P. Morgan Cazenove or forproviding advice in relation to the Acquisition or any matter referred to in this document.

N.M. Rothschild & Sons Limited (Rothschild & Co), which is authorised and regulated by the Financial ConductAuthority in the UK, is acting exclusively for Cobham and for no one else in connection with the Acquisition and anyother matters set out in this document. Rothschild & Co will not regard any other person as its client in relation to theAcquisition and any other matters set out in this document, and will not be responsible to anyone other than Cobhamfor providing the protections afforded to clients of Rothschild & Co or for providing advice in relation to theAcquisition or any other matter referred to in this document.

Goldman Sachs International (Goldman Sachs), which is authorised by the Prudential Regulation Authority andregulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK, is acting exclusivelyfor Bidco and Advent and no one else in connection with the Acquisition and any other matters set out in thisdocument. Goldman Sachs will not be responsible to anyone other than Bidco and Advent for providing the protectionsafforded to clients of Goldman Sachs or for providing advice in connection with the Acquisition or any other matterreferred to in this document.

Citigroup Global Markets Limited (Citigroup), which is authorised by the Prudential Regulation Authority and regulatedby the Financial Conduct Authority and the Prudential Regulation Authority in the UK, is acting exclusively as financialadviser to Bidco and Advent and no one else in connection with the Acquisition and any other matters set out in thisdocument. Citigroup shall not be responsible to anyone other than Bidco and Advent for providing the protectionsafforded to such financial advisory clients of Citigroup or for providing advice in connection with the Acquisition or anyother matter referred to in this document.

Credit Suisse International (Credit Suisse), which is authorised by the Prudential Regulation Authority and regulated bythe Financial Conduct Authority and the Prudential Regulation Authority in the UK, is acting as financial adviserexclusively for Bidco and Advent and no one else in connection with the Acquisition and any other matters set out inthis document. Credit Suisse will not be responsible to anyone other than Bidco and Advent for providing theprotections afforded to clients of Credit Suisse or for providing advice in connection with the Acquisition or any othermatter referred to in this document.

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IMPORTANT NOTICES

The release, publication or distribution of this document in or into certain jurisdictions other than the UKand US may be restricted by law and therefore any persons who are subject to the laws of any jurisdictionother than the UK or the US should inform themselves about, and observe, such restrictions. Any failure tocomply with the applicable restrictions may constitute a violation of the securities laws or regulations ofsuch jurisdiction. Neither this document nor any of the accompanying documents do or are intended toconstitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell orotherwise dispose of, any securities or the solicitation of any vote or approval pursuant to the Scheme orotherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful. This document hasbeen prepared for the purposes of complying with the laws of England and Wales, the Code and the ListingRules and the information disclosed may not be the same as that which would have been disclosed if thisdocument had been prepared in accordance with the laws of jurisdictions outside England and Wales.

This document does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribefor shares in any jurisdiction in which such offer or solicitation is unlawful.

Notice to US investors

The Acquisition relates to the shares of an English company and is being effected by means of a scheme ofarrangement under the laws of England and Wales. A transaction effected by means of a scheme ofarrangement is not subject to the proxy solicitation or tender offer rules under the US Securities ExchangeAct of 1934, as amended (the US Exchange Act). Accordingly, the Acquisition is subject to the disclosurerequirements, rules and practices applicable in the UK to schemes of arrangement, which differ from thedisclosure requirements, style and format of US proxy solicitation or tender offer rules. However, Bidcoreserves the right, subject to the prior consent of the Panel and in accordance with the Co-operationAgreement, to elect to implement the Acquisition by means of a Takeover Offer for the entire issued and tobe issued share capital of Cobham, as an alternative to the Scheme.

If Bidco were to elect to implement the Acquisition by means of a Takeover Offer, it shall be made incompliance with all applicable US laws and regulations, including Section 14(e) of the US Exchange Actand Regulation 14E thereunder.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco,certain affiliated companies and their nominees or brokers (acting as agents), may make certain purchases of,or arrangements to purchase, Cobham Shares outside such a Takeover Offer during the period in which sucha Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase were tobe made, they would be made outside the US and would comply with applicable law, including the USExchange Act and the Code. Such purchases or arrangements to purchase may occur either in the openmarket at prevailing prices or in private transactions at negotiated prices. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, each of Citigroup, Goldman Sachs and Credit Suisse will continue to act asan exempt principal trader in Cobham Shares on the London Stock Exchange. Any information about suchpurchases or arrangements to purchase, and the purchases and activities by exempt principal traders, will bedisclosed as required in the UK, will be reported to the Regulatory News Service of the London StockExchange and will be available on the London Stock Exchange website at www.londonstockexchange.com/prices-and-news/prices-news/home.html. This information will be publicly disclosed in the US to the extentthat such information is made public in the UK.

The information contained in this document has neither been approved nor disapproved by the SEC or anyUS state securities commission. Neither the SEC, nor any state securities commission, has passed upon thefairness or merits of the proposal described in, nor upon the accuracy or adequacy of the informationcontained in, this document. Any representation to the contrary is a criminal offence in the US.

The financial information included in this document has been prepared in accordance with accountingstandards applicable in the UK that may not be comparable to the financial statements of US companies. USgenerally accepted accounting principles differ in certain respects from IFRS used in the UK. None of thefinancial information in this document has been audited in accordance with auditing standards generallyaccepted in the US or the auditing standards of the Public Company Accounting Oversight Board (UnitedStates).

The receipt of cash pursuant to the Acquisition by a US Cobham Shareholder as consideration pursuant tothe terms of the Acquisition may be a taxable transaction for US federal income tax purposes and underapplicable US state and local, as well as foreign, and other, tax laws. Each Cobham Shareholder is urged to

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consult his or her independent professional adviser immediately regarding the tax consequences of theAcquisition applicable to him or her.

It may be difficult for US holders to enforce their rights and claims arising out of the US federal securitieslaws since Bidco and Cobham are located in countries other than the US, and some or all of their officersand directors may be residents of countries other than the US. US holders may not be able to sue a non-UScompany or its officers or directors in a non-US court for violations of US securities laws. Further, it maybe difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgment.

The statements contained in this document are made as at the date of this document, unless some other timeis specified in relation to them, and service of this document shall not give rise to any implication that therehas been no change in the facts set out in this document since such date. Nothing in this document shall bedeemed to be a forecast, projection or estimate of the future financial performance of Cobham, the CobhamGroup, Bidco or the Wider Bidco Group, except where otherwise stated.

Citibank, N.A., Deutsche Bank Trust Company Americas, JPMorgan Chase Bank, N.A. and The Bank ofNew York Mellon each manage an unsponsored ADR programme with respect to Cobham Shares. Cobhamis not party to these arrangements (or any other ADR programme).

Cobham ADR Holders should contact their depositary for information regarding the Scheme, and whetherand how they may participate in the Scheme, exercise voting rights and receive the Consideration. ThoseCobham ADR Holders who hold their Cobham ADRs indirectly should make any such request through thebank, broker, financial institution or other securities intermediary through which they hold their CobhamADRs. To participate in the Scheme as holders of Cobham Shares, Cobham ADR Holders should contacttheir depositary to determine how to surrender their Cobham ADRs for cancellation and withdraw theunderlying Cobham Shares, which may be subject to fees, costs and expenses payable by the Cobham ADRHolder.

Notice to shareholders in Hong Kong

The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You areadvised to exercise caution in relation to the Acquisition. If you are in any doubt about any of the contentsof this document, you should obtain independent professional advice.

Notice to shareholders in Switzerland

This document is not intended to constitute an offer or a solicitation to purchase or invest in the shares ofCobham. The shares of Cobham may not be publicly offered, sold or advertised, directly or indirectly, in,into or from Switzerland and will not be listed on the SIX Swiss Exchange (SIX) or on any other stockexchange, multilateral or organised trading facility in Switzerland. This document has been prepared withoutregard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Codeof Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the listing rules of SIXor the listing rules of any other stock exchange, multilateral or organised trading facility in Switzerland.Neither this document nor any other offering or marketing material relating to the shares of Cobham may bepublicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the offering, Cobham or theshares of Cobham have been or will be filed with or approved by any Swiss regulatory authority. Inparticular, this document will not be filed with, and the shares of Cobham will not be supervised by, theSwiss Financial Market Supervisory Authority, FINMA, and neither the issuer nor the shares of Cobhamhave been or will be authorised under the Swiss Federal Act on Collective Investment Schemes (CISA).The investor protection afforded to acquirers of interests in collective investment schemes under the CISAdoes not extend to holders of the shares of Cobham.

This document does not constitute investment advice. It may only be used by those persons to whom it hasbeen handed out in connection with the securities and may neither be copied nor directly or indirectlydistributed or made available to other persons.

Forward-looking statements

This document (including information incorporated by reference in this document), oral statements maderegarding the Acquisition, and other information published by Advent, Bidco or Cobham contain statementsabout Bidco and Cobham that are or may be deemed to be forward-looking statements. All statements otherthan statements of historical facts included in this document may be forward-looking statements. Withoutlimitation, any statements preceded or followed by or that include the words “targets”, “plans”, “believes”,

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“expects”, “aims”, “intends”, “will”, “may”, “anticipates”, “estimates”, “projects” or words or terms ofsimilar substance or the negative thereof, are forward-looking statements. Forward-looking statements includestatements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies,economic performance, indebtedness, financial condition, dividend policy, losses and future prospects;(ii) business and management strategies and the expansion and growth of Bidco’s or Cobham’s operationsand potential synergies resulting from the Acquisition; and (iii) the effects of government regulation onBidco’s or Cobham’s business.

Such forward-looking statements involve risks and uncertainties that could significantly affect expectedresults and are based on certain key assumptions. Many factors could cause actual results to differ materiallyfrom those projected or implied in any forward-looking statements, including: increased competition, the lossof or damage to one or more key customer relationships, changes to customer ordering patterns, delays inobtaining customer approvals for engineering or price level changes, the failure of one or more keysuppliers, the outcome of business or industry restructuring, the outcome of any litigation, changes ineconomic conditions, currency fluctuations, changes in interest and tax rates, changes in raw material orenergy market prices, changes in laws, regulations or regulatory policies, developments in legal or publicpolicy doctrines, technological developments, the failure to retain key management, or the timing andsuccess of future acquisition opportunities or major investment projects. Other unknown or unpredictablefactors could cause actual results to differ materially from those in the forward-looking statements. Suchforward-looking statements should therefore be construed in the light of such factors. Neither Bidco norCobham, nor any of their respective associates or directors, officers or advisers, provides any representation,assurance or guarantee that the occurrence of the events expressed or implied in any forward-lookingstatements in this document will actually occur. You are cautioned not to place undue reliance on theseforward-looking statements. Other than in accordance with their legal or regulatory obligations (includingunder the Listing Rules and the Disclosure Guidance and Transparency Rules of the FCA), neither Bidconor Cobham is under any obligation, and Bidco and Cobham expressly disclaim any intention or obligation,to update or revise any forward-looking statements, whether as a result of new information, future events orotherwise.

No profit forecasts or estimates

No statement in this document is intended to be a profit forecast or estimate for any period and nostatement in this document should be interpreted to mean that earnings or earnings per share for Cobhamfor the current or future financial years would necessarily match or exceed the historical published earningsor earnings per share for Cobham.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevantsecurities of an offeree company or of any securities exchange offeror (being any offeror other than anofferor in respect of which it has been announced that its offer is, or is likely to be, solely in cash) mustmake an Opening Position Disclosure following the commencement of the offer period and, if later,following the announcement in which any securities exchange offeror is first identified. An Opening PositionDisclosure must contain details of the person’s interests and short positions in, and rights to subscribe for,any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). AnOpening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than3.30 p.m. (London time) on the tenth business day following the commencement of the offer period and, ifappropriate, by no later than 3.30 p.m. (London time) on the tenth business day following theannouncement in which any securities exchange offeror is first identified. Relevant persons who deal in therelevant securities of the offeree company or of a securities exchange offeror before the deadline for makingan Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of anyclass of relevant securities of an offeree company or of any securities exchange offeror (being any offerorother than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely incash) must make a Dealing Disclosure if the person deals in any relevant securities of the offeree companyor of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concernedand of the person’s interests and short positions in, and rights to subscribe for, any relevant securities ofeach of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these detailshave previously been disclosed under Rule 8. A Dealing Disclosure by a person to whomRule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day followingthe date of the relevant dealing.

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If two or more persons act together pursuant to an agreement or understanding, whether formal or informal,to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror,they will be deemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures mustalso be made by the offeree company and by any offeror and Dealing Disclosures must also be made by theofferee company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening PositionDisclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel’swebsite at www.thetakeoverpanel.org.uk/, including details of the number of relevant securities in issue,when the offer period commenced and when any offeror was first identified. If you are in any doubt as towhether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you shouldcontact the Panel’s Market Surveillance Unit on +44 (0) 207 638 0129.

Rounding

Certain figures included in this document have been subjected to rounding adjustments. Accordingly, figuresshown for the same category presented in different tables may vary slightly and figures shown as totals incertain tables may not be an arithmetic aggregation of the figures that precede them.

Publication on website and availability of hard copies

A copy of this document will be made available subject to certain restrictions relating to persons resident inRestricted Jurisdictions on Cobham’s website at www.cobhaminvestors.com by no later than 12.00 noon onthe business day following the date of this document. For the avoidance of doubt, the contents of thiswebsite are not incorporated into and do not form part of this document.

You may request a hard copy of this document by contacting the shareholder helpline at Equiniti Limitedon 0333 207 6534 (or +44 (0) 121 415 0855 if calling from outside the UK). Calls are charged at thestandard geographic rate and will vary by provider. Calls from outside the UK will be charged at theapplicable international rate. Lines are open from 8.30 a.m. to 5.30 p.m., Monday to Friday, excludingpublic holidays in England and Wales. Please note that Equiniti Limited cannot provide any financial, legalor tax advice, or advice on the Acquisition, and calls may be recorded and monitored for security andtraining purposes. You may also request that all future documents, announcements and information to besent to you in relation to the Acquisition should be in hard copy form.

Electronic communications

Please be aware that addresses, electronic addresses and certain information provided by CobhamShareholders, persons with information rights and other relevant persons for the receipt of communicationsfrom Cobham may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4of the Code.

This document is dated 21 August 2019.

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TABLE OF CONTENTS

Page

ACTION TO BE TAKEN........................................................................................................................ 8

EXPECTED TIMETABLE OF PRINCIPAL EVENTS.......................................................................... 11

PART ONE LETTER FROM THE CHAIRMAN OF COBHAM ............................................... 12

PART TWO EXPLANATORY STATEMENT ................................................................................ 17

PART THREE CONDITIONS TO AND FURTHER TERMS OF THE SCHEME AND THEACQUISITION............................................................................................................ 33

PART FOUR THE SCHEME OF ARRANGEMENT ..................................................................... 42

PART FIVE FINANCIAL INFORMATION................................................................................... 48

PART SIX ADDITIONAL INFORMATION................................................................................ 49

PART SEVEN DEFINITIONS............................................................................................................. 63

PART EIGHT NOTICE OF COURT MEETING.............................................................................. 69

PART NINE NOTICE OF GENERAL MEETING......................................................................... 71

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ACTION TO BE TAKEN

For the reasons set out in this document, the Cobham Board unanimously recommends that CobhamShareholders vote in favour of the Scheme at the Court Meeting, and that the Cobham Shareholdersand the Cobham Preference Shareholders vote in favour of the Resolutions to be proposed at theGeneral Meeting, as all of the Cobham Directors have irrevocably undertaken to do in respect of theirown legal and/or beneficial holdings of Cobham Shares, and that you take the action described below.

1. The documents

Please check that you have received the following:

* a BLUE Form of Proxy for use in respect of the Court Meeting on 16 September 2019;

* a WHITE Form of Proxy for use in respect of the General Meeting on 16 September 2019; and

* a pre-paid envelope for use in the UK only for the return of the BLUE Form of Proxy and theWHITE Form of Proxy.

If you are a Cobham Shareholder and you have not received all of these documents, please contact theshareholder helpline on the number indicated below.

Cobham Preference Shareholders who do not hold Cobham Shares are not entitled to attend and vote at theCourt Meeting, but Cobham Preference Shareholders whose names appear on the register of members ofCobham at the Voting Record Time are entitled to attend and vote at the General Meeting. Accordingly,Cobham Preference Shareholders should have received a WHITE Form of Proxy for use in respect of theGeneral Meeting. All references in paragraph 2 below to “Cobham Shareholders” and “Cobham Shares” inrelation to the General Meeting and the WHITE Form of Proxy (but not the Court Meeting and the BLUEForm of Proxy) apply equally to Cobham Preference Shareholders and Cobham Preference Shares.

2. Voting at the Court Meeting and the General Meeting

The Scheme will require approval at a meeting of Cobham Shareholders convened with the permission ofthe Court to be held at the offices of Allen & Overy LLP at One Bishops Square, London E1 6AD at10.30 a.m. on 16 September 2019. Implementation of the Scheme will also require approval of the SchemeResolution relating to the Acquisition to be proposed at the General Meeting. The General Meeting will beheld at the same place as the Court Meeting, at 10.45 a.m. (or as soon thereafter as the Court Meeting shallhave concluded or been adjourned). Notices of the Court Meeting and the General Meeting are set out inPart Eight (Notice of Court Meeting) and Part Nine (Notice of General Meeting) of this document,respectively.

Cobham Shareholders entitled to attend and vote at the Meetings (and Cobham Preference Shareholdersentitled to attend and vote at the General Meeting) are entitled to appoint a proxy to exercise all or any oftheir rights to attend, speak and vote at the Court Meeting and/or General Meeting (as applicable). A proxyneed not be a Cobham Shareholder.

It is important that, for the Court Meeting in particular, as many votes as possible are cast, so thatthe Court may be satisfied that there is a fair representation of the opinion of Cobham Shareholders.Whether or not you intend to attend the Court Meeting and/or the General Meeting, please sign andreturn your Forms of Proxy, or deliver your voting instructions by one of the other methodsmentioned below, as soon as possible.

Completion and return of a Form of Proxy, or the appointment of a proxy electronically using CREST (orany other procedure described below), will not prevent you from attending, speaking and voting in person ateither the Court Meeting or the General Meeting, or any adjournment of either Meeting, if you wish and areentitled to do so.

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2.1 Sending Forms of Proxy by post or by hand

Please complete and sign the Forms of Proxy in accordance with the instructions printed on them and returnthem, either (i) by post or (ii) during normal business hours only, by hand, to Equiniti Limited, at AspectHouse, Spencer Road, Lancing, West Sussex BN99 6DA, so as to be received as soon as possible and inany event no later than the relevant time set out below:

BLUE Forms of Proxy for the Court Meeting 10.30 a.m. on 12 September 2019

WHITE Forms of Proxy for the General Meeting 10.45 a.m. on 12 September 2019

or, if in either case the Meeting is adjourned, the relevant Form of Proxy should be received no later than48 hours (excluding any part of a day that is not a business day) before the time fixed for the adjournedMeeting.

If the BLUE Form of Proxy for the Court Meeting is not returned by such time, it may be handed to arepresentative of Equiniti Limited, on behalf of the Chairman of the Court Meeting, or to the Chairman ofthe Court Meeting, before the start of that Meeting and will still be valid. However, in the case of theGeneral Meeting, the WHITE Form of Proxy must be received by Equiniti Limited by the time mentionedabove, or it will be invalid.

Cobham Shareholders are entitled to appoint a proxy in respect of some or all of their Cobham Shares andmay also appoint more than one proxy, provided that each proxy is appointed to exercise the rights attachedto a different share or shares held by such holder. Cobham Shareholders who wish to appoint more than oneproxy in respect of their holding of Cobham Shares should contact Equiniti Limited for further Forms ofProxy.

2.2 Online appointment of proxies

As an alternative to completing and returning the printed Forms of Proxy, proxies may be appointedelectronically by logging on to the following website: www.sharevote.co.uk and following the instructionsthere. For an electronic proxy appointment to be valid, the appointment must be received by EquinitiLimited no later than 10.30 a.m. on 12 September 2019 for the Court Meeting and 10.45 a.m. on12 September 2019 for the General Meeting or, if in either case the Meeting is adjourned, no later than48 hours (excluding any part of a day that is not a business day) before the time fixed for the adjournedMeeting.

In the case of the Court Meeting only, if you have not appointed a proxy electronically by such time, youmay complete the BLUE Form of Proxy and hand it to a representative of Equiniti Limited, on behalf ofthe Chairman of the Court Meeting, or to the Chairman of the Court Meeting, before the start of the CourtMeeting.

2.3 Electronic appointment of proxies through CREST

If you hold Cobham Shares in uncertificated form through CREST and wish to appoint a proxy or proxiesfor the Meetings (or any adjourned Meeting) by using the CREST electronic proxy appointment service, youmay do so by using the procedures described in the CREST Manual. CREST personal members or otherCREST sponsored members, and those CREST members who have appointed any voting service provider(s)should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriateaction on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriateCREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with thespecifications of Euroclear and must contain the information required for such instructions as described inthe CREST Manual. The message (regardless of whether it constitutes the appointment of a proxy or anamendment to the instructions given to a previously appointed proxy) must, in order to be valid, betransmitted so as to be received by Equiniti Limited by 10.30 a.m. on 12 September 2019 in respect of theCourt Meeting and 10.45 a.m. on 12 September 2019 in respect of the General Meeting or, if in either casethe Meeting is adjourned, the relevant Form of Proxy should be received not less than 48 hours (excludingany part of a day that is not a business day) before the time fixed for the Court Meeting or GeneralMeeting (or adjourned meeting), as applicable. For this purpose, the time of receipt will be taken to be thetime (as determined by the timestamp applied to the message by the CREST Applications Host) from whichEquiniti Limited is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.After this time any change of instructions to proxies appointed through CREST should be communicated tothe appointee through other means.

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CREST members and, where applicable, their CREST sponsors or voting service providers should note thatEuroclear does not make available special procedures in CREST for any particular messages. Normal systemtimings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is theresponsibility of the CREST member concerned to take (or, if the CREST member is a CREST personalmember or sponsored member or has appointed any voting service provider(s), to procure that his or herCREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that amessage is transmitted by means of the CREST system by any particular time. CREST members and, whereapplicable, their CREST sponsors or voting service providers are referred, in particular, to those sections ofthe CREST Manual concerning practical limitations of the CREST system and timings.

Cobham may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation35(5)(a) of the CREST Regulations.

3. Shareholder helpline

If you have any questions about this document, the Court Meeting or the General Meeting or how tocomplete the Forms of Proxy or to appoint a proxy online or electronically through the CRESTelectronic proxy appointment service, please call Equiniti Limited on 0333 207 6534 (or +44 (0) 121415 0855 if calling from outside the UK). Calls are charged at the standard geographic rate and willvary by provider. Calls from outside the UK will be charged at the applicable international rate. Linesare open from 8.30 a.m. to 5.30 p.m., Monday to Friday, excluding public holidays in England andWales. Please note that Equiniti Limited cannot provide any financial, legal or tax advice, or adviceon the Acquisition, and calls may be recorded and monitored for security and training purposes.

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS

All references in this document to times are to London time unless otherwise stated.

Event Expected time/date

Latest time for lodging Forms of Proxy for the:

Court Meeting (BLUE Form of Proxy) 10.30 a.m. on 12 September 2019(1)

General Meeting (WHITE Form of Proxy) 10.45 a.m. on 12 September 2019(2)

Voting Record Time 6.30 p.m. on 12 September 2019(3)

Court Meeting 10.30 a.m. on 16 September 2019

General Meeting 10.45 a.m.(4) on 16 September 2019

The following dates are indicative only and are based on Cobham’s and Bidco’s current expectations andmay be subject to change (including as a result of changes to the regulatory timetable); please seenote (5) below. Cobham will give adequate notice of these dates and times, when known, by issuing anannouncement through a Regulatory Information Service, with such announcement being made availableat Cobham’s website at www.cobhaminvestors.com.

Court Hearing A date expected to be no later than 14 daysafter the satisfaction or waiver of

Conditions 2(a) to 2(f) (inclusive), which isexpected to be before the end of 2019 (D)(6)

Last day of dealings in, and for registration of transfers of, anddisablement of CREST for, Cobham Shares

D + 1 business day

Scheme Record Time 6.30 p.m. on D + 1 business day

Suspension of listing of, and dealings in, Cobham Shares 7.30 a.m. on D + 2 business days

Effective Date of the Scheme(7) D + 2 business days

De-listing of Cobham Shares By 8.00 a.m. on D + 3 business days

Despatch of cheques and crediting of CREST for Considerationdue under the Scheme

By 14 days after the Effective Date

Long Stop Date 30 April 2020(8)

—————Notes:(1) It is requested that BLUE Forms of Proxy for the Court Meeting be lodged no later than 48 hours (excluding any part of a day that is not a

business day) before the time appointed for the Court Meeting or, in the case of an adjourned meeting, 48 hours (excluding any part of aday that is not a business day) before the time appointed for the adjourned Court Meeting. BLUE Forms of Proxy not so lodged may behanded to Equiniti Limited on behalf of the Chairman of the Court Meeting, or to the Chairman of the Court Meeting, before the start of theCourt Meeting.

(2) WHITE Forms of Proxy for the General Meeting must be lodged no later than 48 hours (excluding any part of a day that is not a businessday) before the time appointed for the General Meeting or, in the case of an adjourned meeting, 48 hours (excluding any part of a day that isnot a business day) before the time appointed for the adjourned General Meeting.

(3) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned meeting will be6.30 p.m. on the day which is two days (excluding any part of a day that is not a business day) before the date of the adjourned meeting.

(4) Or as soon after 10.45 a.m. as the Court Meeting shall have concluded or been adjourned.(5) These dates are indicative only and will depend, among other things, on the date upon which: (i) the Conditions are satisfied or (if capable

of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order is delivered to the Registrar of Companies.(6) The Court Hearing is expected to be held no later than 14 days after the satisfaction, or, where applicable, waiver of Conditions 2(a) to

2(f) (inclusive), as set out in Part Three (Conditions to and further terms of the Scheme and the Acquisition) of this document.(7) The Scheme will become effective pursuant to its terms upon the Court Order being delivered to the Registrar of Companies.(8) This is the latest date by which the Scheme may become effective unless Bidco and Cobham agree (and the Panel and, if required, the Court

permit) a later date.

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PART ONE

LETTER FROM THE CHAIRMAN OF COBHAM

Directors:Jamie Pike (Chairman)David Lockwood (Chief Executive Officer)David Mellors (Chief Financial Officer)John McAdam (Senior Independent Non-Executive Director)Alison Wood (Independent Non-Executive Director)René Médori (Independent Non-Executive Director)Norton Schwartz (Independent Non-Executive Director)Marion Blakey (Independent Non-Executive Director)

Registered office:Brook RoadWimborne

DorsetBH21 2BJEngland

Incorporated in England and Wales withregistered number 30470

21 August 2019

To Cobham Shareholders and Cobham Preference Shareholders and, for information only, to persons withinformation rights and participants in the Cobham Share Plans

Dear Sir/Madam,

RECOMMENDED CASH ACQUISITION OF COBHAM PLCBY AI CONVOY BIDCO LIMITED

1. Introduction

On 25 July 2019 the Cobham Board and the Bidco Board announced that they had agreed the terms of arecommended cash offer pursuant to which Bidco will acquire the entire issued and to be issued ordinaryshare capital of Cobham.

I am writing to you to set out the background to the Acquisition and the reasons why the CobhamDirectors consider the terms of the Acquisition to be fair and reasonable and are unanimouslyrecommending that you vote in favour of the Acquisition. I draw your attention to the letter from BofAMerrill Lynch, J.P. Morgan Cazenove and Rothschild & Co set out in Part Two (Explanatory Statement) ofthis document which gives details about the Acquisition and to the additional information set out in Part Six(Additional Information) of this document.

In order to approve the terms of the Acquisition, Cobham Shareholders will need to vote in favour of theScheme at the Court Meeting, and the Cobham Shareholders and Cobham Preference Shareholders will needto vote in favour of the Scheme Resolution at the General Meeting, to be held on 16 September 2019 atthe offices of Allen & Overy LLP at One Bishops Square, London E1 6AD. Details of the actions you areasked to take are set out on pages 8 to 10 and paragraph 19 of Part Two (Explanatory Statement) of thisdocument. The recommendation of the Cobham Directors is set out in paragraph 13 of this letter.

2. Summary of the terms of the Acquisition

The Acquisition will be implemented by way of a court-sanctioned scheme of arrangement between Cobhamand the Cobham Shareholders under Part 26 of the Companies Act.

Under the terms of the Acquisition, which will be subject to the terms and conditions set out in Part Three(Conditions to and further terms of the Scheme and the Acquisition) of this document, Scheme Shareholdersat the Scheme Record Time will receive:

for each Cobham Share 165 pence in cash

The terms of the Acquisition value the entire existing issued and to be issued ordinary share capital ofCobham at approximately £4.0 billion and the price represents a premium of approximately:

* 34.4 per cent. to the closing price per Cobham Share of 123 pence on 24 July 2019 (being the lastbusiness day before the commencement of the Offer Period);

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* 45.8 per cent. to the volume-weighted average share price per Cobham Share of 113 pence for theone-month period ended 24 July 2019 (being the last business day before the commencement of theOffer Period); and

* 50.3 per cent. to the volume-weighted average share price per Cobham Share of 110 pence for thethree-month period ended 24 July 2019 (being the last business day before the commencement of theOffer Period).

On 25 July 2019, Cobham announced the Interim Dividend of 0.4 pence per Cobham Share payable on8 November 2019 to Cobham Shareholders on the register of members of Cobham on the Interim DividendRecord Date. If the Interim Dividend Record Date occurs before the Effective Date, the Consideration shallbe reduced by the amount of the Interim Dividend.

Except for the Interim Dividend, if any dividend, distribution or other return of capital is authorised,declared, made or paid in respect of Cobham Shares on or after 25 July 2019 and before the Effective Date,Bidco has reserved the right to reduce the Consideration by the amount of all or part of any such dividend,distribution or other return of capital, except where the Cobham Shares are or will be acquired pursuant tothe Scheme on a basis which entitles Bidco to receive the dividend, distribution or other return of capitaland retain it.

The Acquisition is subject to the Conditions and certain further terms set out, respectively, in Part A andPart B of Part Three (Conditions to and further terms of the Scheme and the Acquisition) of this document,including the receipt of the relevant clearances from the competition and regulatory authorities, in particularanti-trust clearances in the US and the EU and foreign investment and regulatory approvals in the UK,Australia, France, and Finland. Subject to these clearances being obtained, the expected transaction timetableis set out on page 11 of this document. Bidco and Cobham are working with all relevant stakeholders tosatisfy the competition and regulatory Conditions as soon as practicable.

Further information about the Acquisition is provided in Part Two (Explanatory Statement) of this document.

3. Background to and reasons for the Acquisition

Bidco believes that Cobham’s technological excellence, product innovation and trusted partner status withmany of its customers have established it as a market leader in its defence, aerospace and space markets.Bidco is cognisant of the importance of Cobham’s capabilities and know-how to its specialist markets andhighly values the strong relationships that Cobham has built with stakeholders and governments.

Bidco believes that Cobham has high-quality businesses with exciting growth and development prospectsand that Cobham represents an attractive opportunity to invest in an engineering leader with well-establishedand well-reputed businesses.

Bidco is confident in the overall prospects of Cobham’s businesses and the sectors in which they operateand is excited to partner with Cobham to continue to develop its customer offering and to grow the valueof the business in the longer term. Bidco intends to support Cobham by leveraging its expertise andexperience of investing in global industrial and engineering companies.

4. Background to and reasons for recommending the Acquisition

Following a challenging 2016, the Cobham Board embarked on a multi-year turnaround led by a newlyappointed CEO and CFO, supported by a reinvigorated Cobham Board, and by the broader managementteam, which has benefited from a number of new appointments since the start of 2017.

Having strengthened Cobham’s balance sheet through a £512 million (before expenses) rights issue inMay 2017, the new management team has established a number of priorities including the resolution ofcertain onerous contracts and other legacy issues, bringing more focus to the portfolio of businesses, furtherstrengthening the balance sheet and improving operational performance and culture change. The CobhamBoard is pleased with the substantial progress made and the improvement to many of its operational andfinancial metrics.

Cobham’s balance sheet remains strong as at 30 June 2019. This in part reflects Cobham’s 2017 rights issuebut has also been achieved through self-help, with an on-going focus on cash generation.

Cobham has also become a more focused provider of differentiated technologies and know-how to itsdefence, aerospace and space markets following the divestment of the AvComm and Wireless test andmeasurement businesses in March 2018. Furthermore, Cobham announced on 25 July 2019 that it had

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commenced a strategic review of the Australian operations of the Aviation Services Sector to decide howbest to optimise value in the interests of Cobham and its stakeholders.

In addition, there has been significant progress in resolving legacy issues. Most notably, in February 2019,in respect of the US KC-46 tanker programme, Cobham settled all disputed matters to the date of thesettlement agreement, settled the damages assertions and rebased the schedule for qualification andproduction of Wing Aerial Refuelling Pods (WARP) and production of the Centerline Drogue System(CDS). The CDS is now in full rate production and WARP qualification is making progress, consistent withcompletion around the middle of 2020. In addition, in May 2019, Cobham announced it had reached anagreement with the UK tax authorities, settling a significant, long-running tax dispute, connected with theavailability of interest deductions on one of the Cobham Group’s internal financing structures.

Cobham’s interim results to 30 June 2019 provide evidence that management actions have deliveredimproving financial results, with organic revenue growth, an underlying operating profit increase andunderlying operating cash flow ahead of expectations, although there is more to do and risks remain.Cobham has continued to focus on achieving its medium-term operational and financial targets.

While Cobham has a clear strategy and has made progress with its turnaround, the Cobham Directorsbelieve that the Acquisition recognises the quality of Cobham’s businesses and its prospects. Furthermore,the Cobham Directors note that:

* the Acquisition represents an opportunity for Cobham Shareholders to realise their investment inCobham in cash in the near term;

* the Acquisition represents a premium of approximately 50.3 per cent. to the volume-weighted averageprice of 110 pence per Cobham Share for the three-month period ended 24 July 2019 (being the lastbusiness day before the commencement of the Offer Period); and

* as a leading global private equity firm, Advent provides an experienced partner for Cobham’scustomers, employees and other stakeholders.

5. Irrevocable undertakings and letter of intent

Bidco has received irrevocable undertakings to vote (or procure the voting) in favour of the Scheme at theCourt Meeting and the Resolutions at the General Meeting (or, in the event that the Acquisition isimplemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) from eachCobham Director holding Cobham Shares, in respect of 1,059,173 Cobham Shares, representing in aggregateapproximately 0.04 per cent. of the ordinary share capital of Cobham in issue at close of business on theLatest Practicable Date.

Bidco has also received a letter of intent from Artemis Investment Management LLP to vote in favour ofthe Scheme at the Court Meeting and the Scheme Resolution at the General Meeting in respect of121,761,285 Cobham Shares, representing, in aggregate, approximately 5.09 per cent. of Cobham’s issuedordinary share capital at close of business on the Latest Practicable Date.

In aggregate, therefore, Bidco has received irrevocable undertakings or a letter of intent in respect of122,820,458 Cobham Shares, representing approximately 5.14 per cent. of the share capital of Cobham inissue at close of business on the Latest Practicable Date.

Further details of these irrevocable undertakings and the letter of intent are set out in paragraph 6 ofPart Six (Additional Information) of this document.

6. Cobham Share Plans

The impact of the Scheme in relation to awards outstanding under the Cobham Share Plans is summarisedin paragraph 9 of Part Two (Explanatory Statement) of this document. Participants in the Cobham SharePlans will be contacted regarding the effect of the Acquisition on their rights under the Cobham Share Plansand, where required, appropriate proposals will be made to such participants in due course.

7. Cobham trading update

On 25 July 2019, Cobham announced the interim results of the Cobham Group for the six-month periodended 30 June 2019. A copy of that announcement is available on the Cobham website atwww.cobhaminvestors.com. The interim results announcement includes the following statements on theoutlook for the Cobham Group:

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“The overall strong first half results includes variations in Sector performance. Mission Systems deliveredanother strong performance with an improving result from Communications and Connectivity. AdvancedElectronic Solutions delivered organic revenue growth, but continued operational challenges adverselyaffected profitability. Actions are in place to address this. The KC-46 tanker settlement and resolution of theUK tax dispute have significantly reduced the Group’s risk profile, while the financial position remainsstrong.

The Board’s expectations for 2019 remain unchanged, although free cash flow in the year should be betterthan previously expected, following the first half outperformance. The Board has confidence that thenecessary actions to drive operational performance are in place across the Group, which will underpinexpectations beyond this and into the longer term.”

8. Dividends



9. UK taxation

Your attention is drawn to paragraph 16 of Part Two (Explanatory Statement) of this document headed “UKtaxation”. Although this document contains a general guide only to certain tax-related information, if youare in any doubt about your own tax position or you are subject to taxation in any jurisdiction other thanthe UK, you should consult an appropriately qualified independent professional adviser immediately.

10. Overseas Shareholders

Overseas Shareholders should refer to paragraph 17 of Part Two (Explanatory Statement) of this document.

11. Action to be taken by Cobham Shareholders

Details of the approvals being sought at the Court Meeting and the General Meeting and the action to betaken by Cobham Shareholders in respect of the Acquisition (and Cobham Preference Shareholders inrespect of the General Meeting) are set out in paragraphs 11 and 19 of Part Two (Explanatory Statement)and pages 8 to 10 of this document.

Details relating to the settlement of the Consideration are included in paragraph 15 of Part Two(Explanatory Statement) of this document.

12. Further information

Your attention is drawn to the Explanatory Statement set out in Part Two (Explanatory Statement) of thisdocument, the full terms of the Scheme set out in Part Four (The Scheme of Arrangement), the additionalinformation set out in Part Six (Additional Information) and the notices of the Meetings set out inPart Eight (Notice of Court Meeting) and Part Nine (Notice of General Meeting) of this document. Youshould read the whole of this document and the accompanying Forms of Proxy and not rely solely onthe information contained in this letter or the Explanatory Statement.

A copy of this document (and all information incorporated into this document by reference to anothersource) and the Forms of Proxy are and will be available, subject to certain restrictions relating to RestrictedJurisdictions, for inspection on Cobham’s website at www.cobhaminvestors.com.

13. Recommendation

The Cobham Directors, who have been so advised by BofA Merrill Lynch, J.P. Morgan Cazenove andRothschild & Co as to the financial terms of the Acquisition, consider the terms of the Acquisition tobe fair and reasonable. In providing their financial advice to the Cobham Directors, each of BofA

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Merrill Lynch, J.P. Morgan Cazenove and Rothschild & Co has taken into account the commercialassessments of the Cobham Directors. BofA Merrill Lynch and Rothschild & Co are providingindependent financial advice to the Cobham Directors for the purposes of Rule 3 of the Code.

Accordingly, the Cobham Directors believe that the Acquisition is in the best interests of CobhamShareholders and recommend unanimously that Cobham Shareholders vote in favour of the Scheme atthe Court Meeting and that Cobham Shareholders and Cobham Preference Shareholders vote infavour of the Resolutions at the General Meeting, as all of the Cobham Directors have irrevocablyundertaken to do in respect of their own legal and/or beneficial holdings of 1,059,173 Cobham Shares,representing, in aggregate, approximately 0.04 per cent. of Cobham’s issued ordinary share capital asat close of business on the Latest Practicable Date.

Yours faithfully,

Jamie PikeChairmanCobham plc

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PART TWO

EXPLANATORY STATEMENT(in compliance with section 897 of the Companies Act)

Merrill Lynch International2 King Edward StreetLondonEC1A 1HQ

J.P. Morgan Securities plc25 Bank StreetCanary WharfLondonE14 5JP

Rothschild & CoNew Court, St Swithin’s LaneLondonEC4N 8AL

21 August 2019

To Cobham Shareholders and, for information only, to Cobham Preference Shareholders, persons withinformation rights and participants in the Cobham Share Plans

Dear Sir/Madam,

RECOMMENDED CASH ACQUISITION OF COBHAM PLCBY AI CONVOY BIDCO LIMITED

1. Introduction

On 25 July 2019, the Cobham Board and the Bidco Board announced that they had reached agreement onthe terms of a recommended cash offer by Bidco for the entire issued and to be issued ordinary sharecapital of Cobham, which is to be effected by means of a Court-sanctioned scheme of arrangement underPart 26 of the Companies Act.

Your attention is drawn to the letter from the Chairman of Cobham set out in Part One (Letter fromthe Chairman of Cobham) of this document, which forms part of this Explanatory Statement. Thatletter contains, among other things: (a) information on the background to and reasons for theAcquisition; and (b) the unanimous recommendation by the Cobham Directors to CobhamShareholders to vote in favour of the proposed Scheme at the Court Meeting, and to CobhamShareholders and Cobham Preference Shareholders to vote in favour of the Resolutions at the GeneralMeeting.

The Cobham Directors have been advised by BofA Merrill Lynch, J.P. Morgan Cazenove and Rothschild &Co as to the financial terms of the Acquisition. BofA Merrill Lynch, J.P. Morgan Cazenove andRothschild & Co have been authorised by the Cobham Board to write to you to set out the terms of theAcquisition and to provide you with other relevant information.

This Explanatory Statement contains a summary of the provisions of the Scheme. The terms of the Schemeare set out in full in Part Four (The Scheme of Arrangement) of this document. Your attention is also drawnto the other parts of this document, which are deemed to form part of this Explanatory Statement, includingPart One (Letter from the Chairman of Cobham), the Conditions and certain further terms set out inPart Three (Conditions to and further terms of the Scheme and the Acquisition), and the additionalinformation set out in Part Six (Additional Information) of this document.

2. Summary of the terms of the Acquisition

Under the terms of the Acquisition, which is subject to the satisfaction (or, where applicable, waiver) of theConditions and to the further terms set out in Part Three (Conditions to and further terms of the Schemeand the Acquisition) of this document, Scheme Shareholders at the Scheme Record Time will receive:

for each Cobham Share 165 pence in cash

The Acquisition values the entire existing issued and to be issued ordinary share capital of Cobham atapproximately £4.0 billion and the price represents a premium of approximately:

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* 34.4 per cent. to the closing price per Cobham Share of 123 pence on 24 July 2019 (being the lastbusiness day before the commencement of the Offer Period);

* 45.8 per cent. to the volume-weighted average share price per Cobham Share of 113 pence for theone-month period ended 24 July 2019 (being the last business day before the commencement of theOffer Period); and

* 50.3 per cent. to the volume-weighted average share price per Cobham Share of 110 pence for thethree-month period ended 24 July 2019 (being the last business day before the commencement of theOffer Period).

3. Dividends



4. Information on Cobham

Cobham is a public limited company registered in England and Wales with registered number 30470. TheCobham Shares are listed on the Official List of the London Stock Exchange.

Cobham offers an innovative range of products and services to solve challenging problems in defence,aerospace and space markets with an emphasis on keeping people alive and assets safe in harsh or remoteenvironments. Cobham employs around 10,000 people and has customers and partners in over 100 countries.It has specialist capabilities and know-how in: wireless; audio; video and data communications, includingsatellite communications; defence electronics; air-to-air refuelling; aviation services; life support and missionequipment markets.

Cobham operates across four sectors, each with differentiated capabilities and many leading marketpositions:

* Communications and Connectivity – provides critical and innovative technology to enable resilientconnection for complex, harsh, hazardous and regulated environments, in air and space, on land and atsea, and under the ground. Everywhere, at any time and in the most demanding environments, to berelied on to keep safe connections around the world;

* Mission Systems – provides proven and trusted solutions in air-to-air refuelling, life support andweapons carriage. A leading global supplier of critical control solutions, helping customers increase thesafety and mission capabilities of personnel and equipment in extreme environments;

* Advanced Electronic Solutions – provides critical solutions for communications on land, at sea, and inthe air and space, by moving data through off-the-shelf and customised products including radiofrequency, microwave and high reliability microelectronics, antenna subsystems and motion controlsolutions; and

* Aviation Services – delivers aviation services for military and civil customers worldwide throughtraining, special mission flight operations, outsourced commercial aviation and aircraft engineering.

Cobham’s primary operating locations are in the US, the UK and continental Europe, and Cobham also hassatellite locations and sales offices across the world, which provide Cobham with a presence in certain otherattractive markets. In addition, Cobham’s Aviation Services Sector operates from airport bases in Australia,the UK and elsewhere in the world.

For the financial year ended 31 December 2018, Cobham’s revenue was £1,863.3 million.

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5. Information on Advent

Founded in 1984, Advent is one of the largest and most experienced global private equity investors. Thefirm has invested in over 345 private equity transactions in 41 countries and as of 31 March 2019 it hadUS$36 billion in assets under management. With offices on four continents, Advent has established aglobally integrated team of over 195 investment professionals across North America, Europe, Latin Americaand Asia. The firm focuses on investments in five core sectors, including business and financial services;healthcare; industrial; retail, consumer and leisure; and technology, media and telecom. After 35 yearsdedicated to international investing, Advent remains committed to partnering with management teams todeliver sustained revenue and earnings growth for its portfolio companies.

Advent has a strong track record of investing in high-quality industrial and engineering companies. Itsextensive global footprint and operational improvements experience make it a strong owner with thecapability to drive continued improvement and growth of the businesses. In addition, Advent has assembleda team of external operating partners, operations advisers and former senior executives with deep sector andfunctional expertise who complement Advent’s investment experience. As such, Advent is uniquelypositioned to acquire Cobham and help further develop its businesses.

6. Information on Bidco

Bidco is a newly incorporated indirect subsidiary of funds managed by Advent, formed for the purpose ofimplementing the Acquisition. Bidco has not traded since its date of incorporation, nor has it entered intoany obligations other than in connection with the Acquisition and the financing of the Acquisition asdescribed in paragraph 7 below.

7. Bidco’s intentions with regards to the business, employees, research and development, locations andpensions schemes

Bidco believes that Cobham has a number of high-quality businesses with exciting growth and developmentprospects and that Cobham represents an attractive opportunity to invest in an engineering leader with well-established and well-reputed businesses. Bidco believes that Cobham’s strengths include: (i) technologicalexcellence, (ii) product innovation, and (iii) its trusted partner status with a number of its customers. Bidcois confident in the overall prospects of Cobham’s businesses and the sectors in which they operate and isexcited to partner with the Cobham management team to develop the quality of its customer offering and togrow the value of the businesses in the longer term.

However, Bidco believes that in order to maximise its future potential, Cobham will be better suited to aprivate company environment. This would allow Cobham’s on-going focus on the performance and strengthof its businesses and the strategy to refocus its portfolio to be implemented more effectively, withappropriate support, capital and assistance from Bidco. Cobham will also be free from the requirement tomeet the public equity market’s reporting requirements, expectations, and the costs, constraints anddistractions associated with being a listed company, allowing Bidco to focus on improving the long-termstrategic value of Cobham’s businesses for the benefit of customers, suppliers and employees. Under itsownership, Bidco expects Cobham to be able to attract further opportunities in the large and attractive USmarket, in which Cobham already has a significant presence, for the potential benefit of all Cobham’sstakeholders. Bidco intends to ensure it is a good custodian of Cobham’s assets and that its businessesflourish under Bidco’s ownership.

Prior to the Rule 2.7 Announcement, consistent with market practice, Bidco was granted access to Cobham’ssenior management for the purposes of confirmatory due diligence. However, because of the constraints of apublic offer process, Bidco has not yet had access to sufficiently detailed information at a sector, businessunit or platform level to formulate detailed plans or intentions regarding the impact of the Acquisition onthe Cobham Group and its portfolio of important assets.

Therefore, following the Effective Date, Bidco intends to work with Cobham’s management to undertake adetailed evaluation of the Cobham Group. Bidco expects that this evaluation will be completed withinapproximately three to six months from the Effective Date. The evaluation will include:

* a review of the short- and long-term objectives, strategy, capital requirements, performance andpotential of each of Cobham’s businesses;

* engaging with the key stakeholders of each business;

* an analysis of progress on Cobham’s key products and programmes;

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* considering how best to position the business to compete for greater market share; and

* the level of overlap between each of the businesses, including whether any of the business segmentsor parts of business segments are less synergistic with the rest of the Cobham Group or might havebetter prospects outside the Cobham Group (either on a standalone basis or as part of another group)which could lead to disposals of parts of the businesses within the segments or potentially wholebusiness segments. Any such decisions would only be taken in light of the views of key stakeholdersincluding key government and other customers and would be subject to the suitability of any potentialbuyers and the satisfaction of applicable regulatory approvals and conditions.

Bidco understands that Cobham has commenced a strategic review of the Australian operations of itsAviation Services Sector. The purpose of the review is for Cobham to decide how best to optimise value inthe interests of Cobham and its stakeholders. Bidco is supportive of the review.

Bidco also intends to invest in Cobham to further enhance product offerings and hence growth and marketpositions.

R&D, skills and functions and fixed assets

Bidco understands the importance of Cobham’s production sites and R&D and intends to maintaininvestment in this area. Bidco does not expect any material change in the balance of skills and functions ofthe employees and management of the Cobham Group and Bidco has no intentions to redeploy the fixedassets of the Cobham Group. However, if there are any divestments following the strategic review referredto above, this could involve changes to Cobham’s business activities, places of business, numbers ofemployees and fixed asset base and could change the balance of the skills and functions of the remainingemployees and management.

Corporate headquarters

Bidco intends to maintain headquarters in the UK and in the US as currently set up. However, a number ofcorporate and support functions, including PLC-related functions, will potentially not be needed and Bidcoexpects that this could result in a reduction of approximately one per cent. of Cobham Group’s globalheadcount. Bidco has not yet developed proposals as to how any such headcount reductions will beimplemented and any individuals impacted will be treated in a manner consistent with Cobham’s highstandards, culture and practices.

With effect from the Effective Date, the non-executive directors of Cobham intend to resign as directors ofCobham.

Existing rights and pensions

Cobham operates and participates in three defined benefit pension schemes in the UK, the largest of whichis the Cobham Pension Plan (the CPP). The CPP is 95 per cent. funded on a “technical provisions”statutory basis. During the last valuation (as at 31 March 2018) it was agreed that Cobham would contribute£6 million per annum to the CPP until 2024, plus running expenses. The CPP is closed to new membersand to future accrual. Bidco does not intend to reopen the scheme. As at 31 March 2019, it had a total of5,254 members, 2,305 of which were deferred and 2,949 of which were pensioners. Bidco intends to workconstructively with the trustees of the CPP.

The other defined benefit pension schemes in the UK, the Cobham Executive Pension Plan (the CEPP) andthe FR Aviation Services Limited Retirement Benefits Plan are also closed to new members and futureaccrual. Bidco does not intend to reopen the schemes. As at 31 March 2019, the CEPP had 37 membersand the FR Aviation Services Limited Retirement Benefits Plan had 103 members. Both schemes are fundedat 100 per cent. on a “technical provisions” statutory basis. Cobham is not currently required to pay anycontributions into these plans, although it does meet the running expenses. Bidco does not intend to changethis.

Cobham also has pension plans in the US, France and Norway and operates a number of definedcontribution plans. Cobham contributions to these overseas schemes over a year amount to approximately£21 million. Bidco does not intend to make any changes to the current contribution arrangements for theseoverseas pension plans.

Bidco has given assurances to the Cobham Board that the existing rights and terms and conditions ofemployment, including pension obligations, of the management and employees of Cobham and itssubsidiaries will be fully safeguarded in accordance with applicable law.

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Management incentivisation arrangements

Following the Effective Date, Bidco intends to review the management, governance and incentive structureof Cobham. Bidco has not entered into, and has not had discussions on proposals to enter into, any form ofincentivisation arrangements with members of Cobham’s management, but may put in place incentivearrangements for certain members of the Cobham management team following completion.

Trading facilities

Cobham is currently listed on the Official List and a request will be made to the London Stock Exchange tocancel trading in Cobham Shares and Cobham Preference Shares and de-list Cobham from the Official List.Bidco also intends to re-register Cobham as a private company. Details relating to the de-listing of theCobham Shares and Cobham Preference Shares are included in paragraph 14 of this Part Two (ExplanatoryStatement).

No statements in this paragraph 7 constitute “post-offer undertakings” for the purposes of Rule 19.5 of theCode. Separately, Bidco is in discussions with the UK Government regarding the potential for Bidco toprovide legally binding undertakings in connection with the Acquisition. Bidco will provide an update onsuch discussions via an announcement in due course.

Views of the Cobham Directors

In considering the recommendation of the Acquisition to the Cobham Shareholders, the Cobham Directorshave given due consideration to Bidco’s intentions, as stated above, for the business, directors, management,employees, R&D, locations and pensions schemes of Cobham.

However, in light of Bidco’s intention to carry out an evaluation of the Cobham Group and Bidco’sstatement that it has not yet formulated detailed plans or intentions regarding the impact of the Acquisitionon the Cobham Group and its portfolio of important assets, the Cobham Directors are unable to express amore detailed opinion on Bidco’s intentions for the business, directors, management, employees, R&D,locations and pensions schemes of Cobham other than the statements made below.

The Cobham Directors welcome Bidco’s assurances that the existing rights and terms and conditions ofemployment, including pension obligations, of the management and employees of Cobham and itssubsidiaries will be fully safeguarded in accordance with applicable law. The Cobham Directors alsowelcome Bidco’s statement that it intends to work constructively with the trustees of the Cobham PensionPlan.

Whilst the Cobham Directors believe that Cobham has a strong future as an independent listed company,they are supportive of Bidco’s stated focus on improving the long-term strategic value of Cobham’sbusinesses for the benefit of customers, suppliers and employees. The Cobham Directors also viewfavourably Bidco’s expectation that it will be able to attract further opportunities in the large and attractiveUS market, in which Cobham already has a significant presence, for the potential benefit of all Cobham’sstakeholders and its assurances that it intends to be a good custodian of Cobham’s assets with its businessesflourishing under Bidco’s ownership.

In particular, the Cobham Directors welcome Bidco’s recognition that Cobham has a number of high-qualitybusinesses with exciting growth and development prospects and Bidco’s statement that it understands theimportance of Cobham’s production sites and R&D and intends to maintain investment in this area. TheCobham Directors also welcome Bidco’s intention to maintain headquarters in the UK and in the US ascurrently set up.

However, the Cobham Directors note that once Cobham ceases to be a listed company a number ofcorporate and support functions, including PLC-related functions, will potentially not be needed and Bidcoexpects that this could result in a reduction of Cobham Group’s global headcount. Whilst this is regrettable,the Cobham Directors welcome the confirmation from Bidco that any such headcount reductions will beimplemented and any individuals impacted will be treated in a manner consistent with Cobham’s highstandards, culture and practices.

The Cobham Directors note the statements made by Bidco regarding the potential for disposals of parts ofCobham’s businesses within the segments, or potentially disposals of whole business segments, following thecompletion of Bidco’s detailed evaluation of the Cobham Group. The Cobham Directors welcome Bidco’sstatement that any such decisions would only be taken in light of the views of key stakeholders includingkey government and other customers.

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8. Financing

The Consideration payable by Bidco to Scheme Shareholders pursuant to the Acquisition will be fundedthrough a combination of equity and debt financing.

The equity is to be drawn from funds managed by Advent and funds managed by GSO Capital PartnersLP., Blackstone Tactical Opportunities Advisors L.L.C. and other managers affiliated with The BlackstoneGroup Inc. Funds managed by GSO Capital Partners LP., Blackstone Tactical Opportunities Advisors L.L.C.and other managers affiliated with The Blackstone Group Inc. will subscribe alongside funds managed byAdvent for minority indirect interests in Bidco on or around the Effective Date. Other potential investorsmay take indirect minority interests in Bidco during the Offer Period or once the Acquisition completes.

The remaining funding is to be provided under an Interim Facilities Agreement with the Interim Lenders. Itis intended that the Interim Facilities Agreement will be amended and restated shortly after the date of thisdocument, pursuant to which certain additional parties will become Interim Lenders.

Further details on the Interim Facilities Agreement and the Equity Commitment Letter are set out inparagraph 8.2 of Part Six (Additional Information) of this document.

Citigroup and Goldman Sachs are satisfied that sufficient resources are available to satisfy in full the cashconsideration payable to Cobham Shareholders under the terms of the Acquisition.

9. Cobham Share Plans

Participants in the Cobham Share Plans will receive a separate communication explaining the effect of theScheme on their share awards and the choices available to them, including details of any appropriateproposals being made. A summary is set out below.

General

All Cobham Shares issued or transferred on the vesting of share awards under the Cobham Share Plansbefore the Scheme Record Time will be subject to the terms of the Scheme and will constitute SchemeShares.

The Scheme will not extend to any Cobham Shares issued after the Scheme Record Time. However, as partof the Scheme Resolution to be proposed at the General Meeting, it is proposed that the Cobham Articlesbe amended to provide that if the Scheme becomes effective, any Cobham Shares issued after the SchemeRecord Time will be transferred automatically to Bidco (or such person as Bidco directs) in considerationfor payment of an amount equal to the amount which would have been payable in respect of such CobhamShares had they been Scheme Shares.

LTIP

Awards held by participants in the LTIP will vest and options held by participants in the LTIP that are notalready exercisable will become exercisable on the sanction of the Scheme at the Court Hearing to theextent determined by the Cobham Remuneration Committee in accordance with the terms of the LTIP, withany options remaining exercisable for up to six months following such sanction (or any shorter periodwhere an option otherwise lapses in accordance with its terms).

DBSP

All Cobham Shares held on behalf of participants under the DBSP will be released on the sanction of theScheme at the Court Hearing in accordance with the terms of the DBSP.

SRS

Options held by participants in the SRS will become exercisable on the sanction of the Scheme at the CourtHearing to the extent of the participants’ accrued savings and interest (if any) under the linked savingsarrangements at the date of exercise, with options remaining exercisable for up to 20 days from the date ofthe Court sanction.

ESOS

Options held by participants in the ESOS will be exercisable within one month following notification fromthe Company of the sanction of the Scheme at the Court Hearing (or any shorter period where an optionotherwise lapses in accordance with its terms), with notification to be given on the date of such sanctionand will then lapse to the extent unexercised.

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SIP

Cobham Shares held in the SIP trust on behalf of participants in the SIP and any unallocated CobhamShares held in the SIP trust will participate in the Scheme on the same terms as all other CobhamShareholders.

10. Cobham Directors and the effects of the Scheme on their interests

Details of the interests of the Cobham Directors in the share capital of Cobham, and options and awards inrespect of such share capital, are set out in paragraph 5 of Part Six (Additional Information) of thisdocument. Cobham Shares held by the Cobham Directors will be subject to the Scheme. Particulars of theservice contracts (including termination provisions) and letters of appointment of the Cobham Directors areset out in paragraph 7 of Part Six (Additional Information) of this document.

Bidco has received irrevocable undertakings to vote (or procure the voting) in favour of the Scheme at theCourt Meeting and the Resolutions at the General Meeting (or, in the event that the Acquisition isimplemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) from eachCobham Director holding Cobham Shares, in respect of 1,059,173 Cobham Shares, representing in aggregateapproximately 0.04 per cent. of the ordinary share capital of Cobham in issue at close of business on theLatest Practicable Date.

Further details of these irrevocable undertakings are set out in paragraph 6 of Part Six (AdditionalInformation) of this document.

Save as set out above, the effect of the Scheme on the interests of the Cobham Directors does not differfrom the effect of the Scheme on the like interests of other persons.

11. Description of the Scheme and the Meetings

11.1 The Scheme

The Acquisition is to be implemented by means of a Court-sanctioned scheme of arrangement betweenCobham and the Scheme Shareholders who are on the register of members at the Scheme Record Time,under Part 26 of the Companies Act. The procedure requires approval by Scheme Shareholders at the CourtMeeting and approval of the Scheme Resolution at the General Meeting, and sanction of the Scheme by theCourt. The Scheme is set out in full in Part Four (The Scheme of Arrangement) of this document.

The purpose of the Scheme is to provide for Bidco to become the holder of the entire issued and to beissued ordinary share capital of Cobham. This is to be achieved by transferring the Scheme Shares held byScheme Shareholders to Bidco, in consideration for which Bidco will pay the Consideration on the basis setout in this Part Two (Explanatory Statement).

11.2 The Meetings

Before the Court’s sanction can be sought for the Scheme, the Scheme requires approval by the passing ofa resolution at the Court Meeting. The resolution must be approved by a majority in number of the SchemeShareholders present and voting, either in person or by proxy, representing not less than 75 per cent. invalue of the Scheme Shares voted by such Scheme Shareholders. In addition, the Scheme Resolution mustbe passed at the General Meeting to authorise the Cobham Directors to implement the Scheme and dealwith certain ancillary matters (which requires the approval of Cobham Shareholders and Cobham PreferenceShareholders present and voting representing at least 75 per cent. of the votes cast at the General Meeting(either in person or by proxy)). The General Meeting will be held immediately after the Court Meeting.Notices of the Court Meeting and the General Meeting are set out in Part Eight (Notice of Court Meeting)and Part Nine (Notice of General Meeting) of this document, respectively.

Save as set out below, all holders of Cobham Shares (and in the case of the General Meeting only, CobhamPreference Shares) whose names appear on the register of members of Cobham at the Voting Record Time,or, if any such Meeting is adjourned, on the register of members at 6.30 p.m. on the date which is twodays (excluding any part of a day that is not a business day) before the date set for such adjournedmeeting, will be entitled to attend and vote at the Court Meeting and the General Meeting, in respect of theCobham Shares registered in their name at the relevant time.

The Court Meeting and the General Meeting will be held at the offices of Allen & Overy LLP at OneBishops Square, London E1 6AD.

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Information about the procedures for appointing proxies and giving voting instructions in relation to theMeetings is set out in paragraph 19 of this Part Two (Explanatory Statement) and on pages 8 to 10 of thisdocument.

(a) The Court Meeting

The Court Meeting has been convened with the permission of the Court for 10.30 a.m. on16 September 2019 for Scheme Shareholders to consider and, if thought fit, approve the Scheme.

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

It is important that, for the Court Meeting in particular, as many votes as possible are cast, so that theCourt may be satisfied that there is a fair representation of opinion of the Scheme Shareholders. You aretherefore strongly advised to sign and return your Forms of Proxy or to appoint a proxy through CREST orthrough the www.sharevote.co.uk service for both the Court Meeting and the General Meeting as soon aspossible. Doing so will not prevent you from attending, voting and speaking at the Meetings or anyadjournment of either Meeting, if you so wish and are so entitled.

Due to the length of time anticipated to be required to calculate the results of the poll, the result of the voteat the Court Meeting will be announced by Cobham via a Regulatory Information Service as soon aspracticable after the Court Meeting.

You will find the notice of the Court Meeting in Part Eight (Notice of Court Meeting) of this document.

(b) The General Meeting

The General Meeting has been convened for 10.45 a.m. on 16 September 2019, or as soon after that timeas the Court Meeting has concluded or been adjourned, for Cobham Shareholders and Cobham PreferenceShareholders to consider and, if thought fit, pass the Scheme Resolution and the Re-registration Resolution.

The Scheme Resolution is proposed to approve:

(i) giving the Cobham Board the authority to take all necessary action to carry the Scheme into effect;and

(ii) amending the Cobham Articles as described in paragraph 11.4 below.

The Re-registration Resolution is proposed to approve, subject to and conditional upon the Schemebecoming effective, the re-registration of Cobham as a private company with the name “Cobham Limited”.The Scheme Resolution is not conditional on the passing of the Re-registration Resolution.

At the General Meeting, voting on the Resolutions will be by poll and each Cobham Shareholder andCobham Preference Shareholder present in person or by proxy and entitled to vote will have one vote forevery £1 in nominal value of the Cobham Shares or Cobham Preference Shares (as the case may be) ofwhich they are the holder. The approval required for each of the Resolutions to be passed is at least 75 percent. of the votes cast on that Resolution (in person or by proxy).

Due to the length of time anticipated to be required to calculate the results of the poll, the result of the voteat the General Meeting will be announced by Cobham via a Regulatory Information Service as soon aspracticable after the General Meeting.

You will find the notice of the General Meeting in Part Nine (Notice of General Meeting) of this document.

11.3 The Court Hearing

Under the Companies Act, the Scheme requires the sanction of the Court. The hearing by the Court tosanction the Scheme is currently expected to be held before the end of 2019 subject to the prior satisfaction(or, where applicable, waiver) of the other Conditions set out in Part Three (Conditions to and further termsof the Scheme and the Acquisition) of this document, including the receipt of the relevant clearances fromthe competition and regulatory authorities, in particular anti-trust clearances in the US and the EU andforeign investment and regulatory approvals in the UK, Australia, France and Finland. Cobham will giveadequate notice of the date and time of the Court Hearing, once known, by issuing an announcementthrough a Regulatory Information Service.

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The Court Hearing will be held at The Royal Courts of Justice, The Rolls Buildings, Fetter Lane,London, EC4A 1NL. Scheme Shareholders are entitled to attend and be heard at the Court Hearing tosupport or oppose the sanction of the Scheme, should they wish to do so, in person or through legaladvisers.

Following sanction of the Scheme by the Court, the Scheme will become effective in accordance with itsterms upon a copy of the Court Order being delivered to the Registrar of Companies.

Upon the Scheme becoming effective, it will be binding on all Scheme Shareholders, irrespective ofwhether or not they attended or voted in favour of, or against, or abstained from voting on, theScheme at the Court Meeting or the Resolutions at the General Meeting.

The Scheme shall lapse if:

* the Court Meeting and the General Meeting are not held by 8 October 2019 (or such later date asmay be agreed between Bidco and Cobham);

* the Court Hearing is not held by the 22nd day after the expected date of such hearing, which isexpected to be no later than 14 days following the satisfaction (or where applicable, waiver) ofConditions 2(a) to 2(f) (inclusive) (or such later date as may be agreed between Bidco and Cobham);or

* the Scheme does not become effective by the Long Stop Date,

provided however that the deadlines for the timing of the Court Meeting, the General Meeting and theCourt Hearing as set out above may be waived by Bidco, and the deadline for the Scheme to becomeeffective may be extended by agreement between Cobham and Bidco.

11.4 Amendment of the Cobham Articles

Currently, Cobham Shares issued after the Scheme Record Time will not be subject to the Scheme.Accordingly, it is proposed, as part of the Scheme Resolution, to amend the Cobham Articles to ensure thatany Cobham Shares issued under the Cobham Share Plans or otherwise between the Voting Record Timeand the Scheme Record Time will be subject to the Scheme. It is also proposed to amend the CobhamArticles, subject to the Scheme becoming effective, so that any Cobham Shares issued to any person otherthan Bidco (or its nominee(s)) after the Scheme Record Time will be automatically acquired by Bidco (orits nominee(s)) on the same terms as under the Scheme. This will avoid any person (other than Bidco or itsnominee(s)) being left with Cobham Shares after dealings in such shares have ceased on the London StockExchange (which is currently expected to occur by 7.30 a.m. on the Effective Date). The Scheme Resolutionin Part Nine (Notice of General Meeting) of this document seeks the approval for such amendment at theGeneral Meeting.

11.5 Entitlement to vote at the Meetings

Each Cobham Shareholder (and, in the case of the General Meeting, each Cobham Preference Shareholder)who is entered in Cobham’s register of members at the Voting Record Time (expected to be 6.30 p.m. on12 September 2019) will be entitled to attend, vote and speak on all resolutions to be proposed at the CourtMeeting and the General Meeting. If either Meeting is adjourned, only those Cobham Shareholders (and, inthe case of the General Meeting, those Cobham Preference Shareholders) on the register of members at6.30 p.m. on the day which is two days (excluding any part of a day that is not a business day) before theadjourned meeting will be entitled to attend and vote. Each eligible Cobham Shareholder (and, in the caseof the General Meeting, each eligible Cobham Preference Shareholder) is entitled to appoint a proxy orproxies to attend and, on a poll, to vote instead of him or her. A proxy need not be a shareholder ofCobham but must attend the Meetings.

The completion and return of a Form of Proxy or the appointment of a proxy or proxies electronically shallnot prevent a Cobham Shareholder (and in the case of the General Meeting, a Cobham PreferenceShareholder) from attending, voting and speaking in person at either Meeting or any adjournment of aMeeting if such shareholder wishes and is entitled to do so. In the event of a poll on which a CobhamShareholder (or in the case of the General Meeting, a Cobham Preference Shareholder) votes in person, hisor her proxy votes lodged with Equiniti Limited or, in the case of the Court Meeting, the Chairman of theCourt Meeting, will be excluded.

If you are in any doubt as to whether or not you are permitted to vote at the Meetings, please call theshareholder helpline at Equiniti Limited on 0333 207 6534 (or +44 (0) 121 415 0855 if calling from outsidethe UK). Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the

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UK will be charged at the applicable international rate. Lines are open from 8.30 a.m. to 5.30 p.m.,Monday to Friday, excluding public holidays in England and Wales. Please note that Equiniti Limitedcannot provide any financial, legal or tax advice, or advice on the Acquisition, and calls may be recordedand monitored for security and training purposes.

Further information on the actions to be taken is set out in paragraph 19 of this Part Two (ExplanatoryStatement) and on pages 8 to 10 of this document.

11.6 Modifications to the Scheme

The Scheme contains a provision for Cobham and Bidco jointly to consent (on behalf of all personsconcerned) to any modification of, or addition to, the Scheme or to any condition which the Court mayapprove or impose. The Court would be unlikely to approve or impose any modification of, or addition orcondition to, the Scheme which might be adverse to the interests of Scheme Shareholders unless SchemeShareholders were informed of any such modification, addition or condition. It would be for the Court todecide, in its discretion, whether or not a further meeting of Scheme Shareholders should be held in thosecircumstances.

12. Conditions to the Scheme and the Acquisition

The Acquisition and, accordingly, the Scheme are subject to a number of conditions set out in full inPart Three (Conditions to and further terms of the Scheme and the Acquisition) of this document and willonly become effective if, among other things, the following events occur on or before the Long Stop Dateor such later date as may be agreed in writing by Bidco and Cobham (with the Panel’s consent and as theCourt may approve (if such approval(s) are required)):

* the approval of the Scheme at the Court Meeting by a majority in number of the Scheme Shareholderswho are present and vote, whether in person or by proxy, at the Court Meeting and who represent75 per cent. in value of the Cobham Shares voted by those Cobham Shareholders;

* the Scheme Resolution being duly passed by 75 per cent. or more of votes cast at the GeneralMeeting;

* receipt of the relevant clearances from the competition and regulatory authorities, in particular anti-trust clearances in the US and the EU and foreign investment and regulatory approvals in the UK,Australia, France and Finland;

* the sanction of the Scheme by the Court (with or without modification but subject to any modificationbeing on terms acceptable to Cobham and Bidco); and

* the delivery of a copy of the Court Order to the Registrar of Companies.

Bidco and Cobham are working with all relevant stakeholders to satisfy the competition and regulatoryConditions as soon as practicable.

13. Offer-related arrangements

13.1 Confidentiality Agreement

Advent International and Cobham entered into a confidentiality agreement on 13 June 2019 (theConfidentiality Agreement) pursuant to which Advent International has undertaken to keep confidentialinformation relating to the Cobham Group and not to disclose it to third parties (other than to permittedrecipients) unless required by law or regulation. These confidentiality obligations shall remain in force untilthe Effective Date or three years from the date of the Confidentiality Agreement.

The Confidentiality Agreement also contains undertakings from Advent International that, for a period of12 months from the date of the Confidentiality Agreement, Advent International shall not approach certainof Cobham’s employees or officers without the prior written consent of Cobham nor shall AdventInternational employ or otherwise engage certain of Cobham’s employees.

13.2 Clean Team Agreement

Advent International and Cobham entered into a clean team agreement on 24 June 2019, which sets outcertain procedures and principles to be followed to ensure adequate treatment of certain sensitive confidentialinformation.

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13.3 Co-operation Agreement

Pursuant to a co-operation agreement dated 25 July 2019 (the Co-operation Agreement):

* Cobham has agreed to co-operate with Bidco to assist the satisfaction of certain regulatory conditions,and Bidco and Advent have entered into commitments in relation to obtaining regulatory clearances;

* Bidco agreed to provide Cobham with certain information for the purposes of this document and tootherwise assist with the preparation of this document;

* Bidco has agreed to certain provisions if the Scheme should switch to a Takeover Offer; and

* Cobham and Bidco have agreed certain arrangements in respect of employees and the Cobham SharePlans.

The Co-operation Agreement will terminate, inter alia, if the Acquisition is withdrawn or lapses, if prior tothe Long Stop Date any Condition becomes incapable of satisfaction, at Bidco’s or Cobham’s election if theCobham Directors withdraw their recommendation of the Acquisition or if the Cobham Directors recommenda competing proposal, or if the Scheme does not become effective in accordance with its terms by the LongStop Date or otherwise as agreed between Bidco and Cobham.

14. Cancellation of listing of Cobham Shares and Cobham Preference Shares and re-registration

Prior to the Scheme becoming effective, Cobham will make an application for the cancellation of the listingsof Cobham Shares and Cobham Preference Shares on the Official List and for the cancellation of trading ofthe Cobham Shares and Cobham Preference Shares on the London Stock Exchange’s main market for listedsecurities, in each case to take effect from or shortly after the Effective Date. The last day of dealings inCobham Shares and Cobham Preference Shares on the Main Market of the London Stock Exchange isexpected to be the business day immediately prior to the Effective Date. No transfers of Cobham Shareswill be registered after 7.30 a.m. on the Effective Date, other than to Bidco (or as Bidco may otherwisedirect) pursuant to the Cobham Articles, as proposed to be amended by the Scheme Resolution at theGeneral Meeting.

From the Scheme Effective Time, share certificates in respect of Scheme Shares will cease to be valid. Suchshare certificates should be destroyed or, at the request of Cobham, delivered up to Cobham, or to anyperson appointed by Cobham to receive the same. In addition, as from the Scheme Record Time, eachholding of Cobham Shares credited to any stock account in CREST will be disabled and all Cobham Shareswill be removed from CREST in due course.

It is also proposed that, following the Effective Date and after its shares are de-listed, Cobham will be re-registered as a private limited company pursuant to section 97 of the Companies Act. The Re-registrationResolution, which will be conditional on the Scheme becoming effective, will be proposed to CobhamShareholders and Cobham Preference Shareholders at the General Meeting.

15. Settlement

Subject to the Scheme becoming effective, settlement of the consideration to which any CobhamShareholder is entitled under the Scheme will be effected in the following manner:

15.1 Cobham Shares in uncertificated form (that is, in CREST)

Where, at the Scheme Record Time, a Scheme Shareholder holds Cobham Shares in uncertificated form, theConsideration to which such Scheme Shareholder is entitled will be transferred to such person throughCREST by Bidco procuring the creation of an assured payment obligation in favour of the appropriateCREST account through which the Scheme Shareholder holds such uncertificated Cobham Shares within14 days of the Effective Date.

As from the Scheme Record Time, each holding of Cobham Shares credited to any stock account in CRESTwill be disabled and all Cobham Shares will be removed from CREST in due course.

As at the close of trading on the last day of dealings in Cobham Shares prior to the Effective Date, theremay be unsettled, open trades for the sale and purchase of Cobham Shares within CREST. The CobhamShares that are the subject of such unsettled trades will be treated under the Scheme in the same way asany other Cobham Share registered in the name of the relevant seller under that trade. Consequently, thoseCobham Shares will be transferred under the Scheme and the seller will receive the Consideration.

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Bidco reserves the right to pay all, or any part of, the Consideration referred to above to all or any SchemeShareholder(s) who hold Cobham Shares in uncertificated form in the manner referred to in paragraph 15.2below if, for any reason, it is not able to effect settlement in accordance with this paragraph 15.1.

15.2 Cobham Shares in certificated form

Where, at the Scheme Record Time, a Scheme Shareholder holds Cobham Shares in certificated form,settlement of the Consideration due under the Scheme in respect of the Scheme Shares will be despatchedby first class post (or by international standard post, if overseas), by cheque drawn on a branch of a UKclearing bank, provided that, if the amount payable to any such Scheme Shareholder exceeds £250,000,Bidco reserves the right to make arrangements with such Scheme Shareholder to facilitate electronicpayment of such amount in lieu of a cheque.

All such cash payments will be made in Sterling. Payments made by cheque will be payable to the SchemeShareholder(s) concerned or, in the case of joint holders, to the joint holder whose name stands first in theregister of members of Cobham in respect of such joint holding (save that, in the case of joint holdersBidco reserves the right to make such payments to all joint holders on the register of members of Cobham).Cheques will be despatched no later than the 14th day following the Effective Date to the person entitled tothem at the address as appearing in the register of members of Cobham at the Scheme Record Time. Noneof Cobham, Bidco, any nominee(s) of Bidco, Equiniti Limited or any of their respective agents shall beresponsible for any loss or delay in the transmission of cheques sent in this way, and such cheques shall besent at the risk of the person entitled to them.

From the Scheme Effective Time, each certificate representing a holding of Scheme Shares will cease to bea valid document of title and should be destroyed or, at the request of Cobham, delivered up to Cobham, orto any person appointed by Cobham to receive the same.

15.3 General

All documents and remittances sent to, by or on behalf of Cobham Shareholders will be sent at their ownrisk.

Except with the consent of the Panel, settlement of the consideration to which any Cobham Shareholder isentitled under the Scheme will be implemented in full in accordance with the terms of the Scheme free ofany lien, right of set-off, counterclaim or other analogous right to which Bidco might otherwise be, or claimto be, entitled against such Cobham Shareholder.

16. UK taxation

The comments set out below summarise certain limited aspects of the UK taxation treatment of CobhamShareholders under the Scheme and do not purport to be a complete analysis of all tax considerationsrelating to the Scheme. They are based on current UK legislation and current published HMRC practice(which may not be binding on HMRC), both of which are subject to change, possibly with retrospectiveeffect.

The comments are intended as a general guide and do not deal with certain categories of CobhamShareholder such as (but not limited to) charities, dealers in securities, persons who have or could be treatedfor tax purposes as having acquired their Cobham Shares by reason of their employment or as holding theirCobham Shares as carried interest, collective investment schemes, persons subject to UK tax on theremittance basis and insurance companies. The comments relate to the Consideration only and do not relateto the treatment for tax purposes of any dividend payable to Cobham Shareholders.

References below to UK Holders are to Cobham Shareholders who are resident for tax purposes in the UK(and, in the case of individuals, domiciled in the UK and to whom “split year” treatment does not apply),who hold their Cobham Shares as an investment (other than under a personal equity plan or individualsavings account) and who are the absolute beneficial owners of their Cobham Shares.

IF YOU ARE IN ANY DOUBT ABOUT YOUR TAX POSITION, AND IN PARTICULAR IF YOUARE SUBJECT TO TAXATION IN ANY JURISDICTION OTHER THAN THE UK, YOU SHOULDCONSULT AN APPROPRIATELY QUALIFIED INDEPENDENT PROFESSIONAL ADVISERIMMEDIATELY.

UK taxation of chargeable gains

The transfer of Cobham Shares under the Scheme in return for cash should be treated as a disposal of theUK Holder’s Cobham Shares for the purposes of capital gains tax (CGT) or corporation tax on chargeable

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gains (as applicable) and therefore may, depending on the UK Holder’s particular circumstances (includingthe availability of exemptions, reliefs and/or allowable losses), give rise to a liability to UK tax onchargeable gains or, alternatively, an allowable capital loss.

Individual Cobham Shareholders

Subject to available reliefs or allowances, gains arising on a disposal of Cobham Shares by an individualUK Holder will be subject to CGT at the rate of 10 per cent. except to the extent that the gain, when it isadded to the UK Holder’s other taxable income and gains in the relevant tax year, exceeds the upper limitof the income tax basic rate band (£50,000 for the 2019/20 tax year), in which case it will be taxed at therate of 20 per cent.

The CGT annual exemption (£12,000 for 2019/20) may be available to individual UK Holders to offsetagainst chargeable gains realised on the disposal of their Cobham Shares.

Corporate Cobham Shareholders

Subject to available reliefs or allowances, gains arising on a disposal of Cobham Shares by a UK Holderwithin the charge to UK corporation tax will form part of that UK Holder’s taxable profits (or if applicable,losses) for the year, such profits to be taxed at a rate of 19 per cent. (assuming they arise in the 2019/20tax year).

The substantial shareholding exemption may apply to exempt from corporation tax any gain arising to UKHolders within the charge to UK corporation tax where a number of conditions are satisfied, including thatthe corporate UK Holder has held not less than 10 per cent. of the ordinary issued share capital of Cobhamfor a period of at least one year before the date of disposal.

UK stamp duty and stamp duty reserve tax (SDRT)

Under current UK legislation, Cobham Shareholders will not be liable for any UK stamp duty or SDRT onthe transfer of Cobham Shares under the Scheme.

17. Overseas Shareholders

The availability of the Scheme and the Acquisition to Overseas Shareholders may be affected by the laws ofthe relevant jurisdictions in which they are located. Overseas Shareholders should inform themselves aboutand should observe any applicable legal or regulatory requirements. It is the responsibility of all OverseasShareholders to satisfy themselves as to the full compliance of the laws of the relevant jurisdiction inconnection therewith, including the obtaining of any governmental, exchange control or other consentswhich may be required, or the compliance with other necessary formalities which are required to beobserved and the payment of any issue, transfer or other taxes due in such jurisdiction.

The release, publication or distribution of this document and/or any accompanying documents in or into orfrom jurisdictions other than the UK or the US may be restricted by law and therefore any persons who aresubject to the law of any jurisdiction other than the UK or the US should inform themselves about, andobserve, any applicable legal or regulatory requirements. In particular, the ability of persons who are notresident in the UK to vote their Cobham Shares with respect to the Scheme at the Court Meeting or theGeneral Meeting, or to appoint another person as proxy may be affected by the laws of the relevantjurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitutea 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 theviolation of such restrictions by any person. This document and any accompanying documents have beenprepared for the purposes of complying with English law and the Code and the information disclosed maynot be the same as that which would have been disclosed if this document had been prepared in accordancewith the laws of jurisdictions outside of England and Wales.

Unless otherwise determined by Bidco or required by the Code, and permitted by applicable law andregulation, no person may vote in favour of the Acquisition by any use, means, instrumentality or formwithin a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the lawsof that jurisdiction. Accordingly, copies of this document and all documents relating to the Acquisition arenot being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, intoor from a Restricted Jurisdiction, and persons receiving this document and all documents relating to theAcquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send themin, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

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Cobham unsponsored ADR programme

Citibank, N.A., Deutsche Bank Trust Company Americas, JPMorgan Chase Bank, N.A. and The Bank ofNew York Mellon each manage an unsponsored ADR programme with respect to Cobham Shares. Cobhamis not party to these arrangements (or any other ADR programme).

Cobham ADR Holders should contact their depositary for information regarding the Scheme, and whetherand how they may participate in the Scheme, exercise voting rights and receive the Consideration. ThoseCobham ADR Holders who hold their Cobham ADRs indirectly should make any such request through thebank, broker, financial institution or other securities intermediary through which they hold their CobhamADRs. To participate in the Scheme as holders of Cobham Shares, Cobham ADR Holders should contacttheir depositary to determine how to surrender their Cobham ADRs for cancellation and withdraw theunderlying Cobham Shares, which may be subject to fees, costs and expenses payable by the Cobham ADRHolder.

Further information for US investors is set out on pages 3 and 4 of this document.

18. Cobham Preference Shares

The Scheme does not include the acquisition of the Cobham Preference Shares. However, CobhamPreference Shareholders whose names appear on the register of members of Cobham at the Voting RecordTime are entitled to attend and vote at the General Meeting.

Bidco intends to make an appropriate proposal to the holders of the Cobham Preference Shares in duecourse.

19. Action to be taken

19.1 The documents

Please check that you have received the following:

* a BLUE Form of Proxy for use in respect of the Court Meeting on 16 September 2019;

* a WHITE Form of Proxy for use in respect of the General Meeting on 16 September 2019; and

* a pre-paid envelope for use in the UK only for the return of the BLUE Form of Proxy and theWHITE Form of Proxy.

If you are a Cobham Shareholder and you have not received all of these documents, please contact theshareholder helpline on the number indicated below.

Cobham Preference Shareholders who do not hold Cobham Shares are not entitled to attend and vote at theCourt Meeting, but Cobham Preference Shareholders whose names appear on the register of members ofCobham at the Voting Record Time are entitled to attend and vote at the General Meeting. Accordingly,Cobham Preference Shareholders should have received a WHITE Form of Proxy for use in respect of theGeneral Meeting. All references in paragraph 19.2 to “Cobham Shareholders” and “Cobham Shares” inrelation to the General Meeting and the WHITE Form of Proxy (but not the Court Meeting and the BLUEForm of Proxy) apply equally to Cobham Preference Shareholders and Cobham Preference Shares.

If you have not received all of these documents, please contact the shareholder helpline on the numberindicated in paragraph 19.3 below.

19.2 Voting at the Court Meeting and the General Meeting

The Scheme will require approval at a meeting of Cobham Shareholders convened with the permission ofthe Court to be held at the offices of Allen & Overy LLP at One Bishops Square, London, E1 6AD at10.30 a.m. on 16 September 2019. Implementation of the Scheme will also require approval of the SchemeResolution relating to the Acquisition to be proposed at the General Meeting. The General Meeting will beheld at the same place as the Court Meeting, at 10.45 a.m. (or as soon thereafter as the Court Meeting shallhave concluded or been adjourned). Notices of the Court Meeting and the General Meeting are set out inPart Eight (Notice of Court Meeting) and Part Nine (Notice of General Meeting) of this document,respectively.

Cobham Shareholders (and, in the case of the General Meeting, Cobham Preference Shareholders) entitled toattend and vote at the Meetings are entitled to appoint a proxy to exercise all or any of their rights toattend, speak and vote at the Court Meeting and/or General Meeting. A proxy need not be a CobhamShareholder.

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It is important that, for the Court Meeting in particular, as many votes as possible are cast, so thatthe Court may be satisfied that there is a fair representation of the opinion of Cobham Shareholders.Whether or not you intend to attend the Court Meeting and/or the General Meeting, please sign andreturn your Forms of Proxy, or deliver your voting instructions by one of the other methodsmentioned below, as soon as possible.

Completion and return of a Form of Proxy, or the appointment of a proxy electronically using CREST (orany other procedure described below), will not prevent you from attending, speaking and voting in person ateither the Court Meeting or the General Meeting, or any adjournment of either Meeting, if you wish and areentitled to do so.

(a) Sending Forms of Proxy by post or by hand

Please complete and sign the Forms of Proxy in accordance with the instructions printed on them and returnthem, either (i) by post or, (ii) during normal business hours only, by hand, to Equiniti Limited, at AspectHouse, Spencer Road, Lancing, West Sussex BN99 6DA, so as to be received as soon as possible and inany event no later than the relevant time set out below:

BLUE Forms of Proxy for the Court Meeting 10.30 a.m. on 12 September 2019

WHITE Forms of Proxy for the General Meeting 10.45 a.m. on 12 September 2019

or, if in either case the Meeting is adjourned, the relevant Form of Proxy should be received no later than48 hours (excluding any part of a day that is not a business day) before the time fixed for the adjournedMeeting.

If the BLUE Form of Proxy for the Court Meeting is not returned by such time, it may be handed to arepresentative of Equiniti Limited, on behalf of the Chairman of the Court Meeting, or to the Chairman ofthe Court Meeting, before the start of that Meeting and will still be valid. However, in the case of theGeneral Meeting, the WHITE Form of Proxy must be received by Equiniti Limited by the time mentionedabove, or it will be invalid.

Cobham Shareholders (and, in the case of the General Meeting, Cobham Preference Shareholders) areentitled to appoint a proxy in respect of some or all of their Cobham Shares and/or Cobham PreferenceShares and may also appoint more than one proxy, provided that each proxy is appointed to exercise therights attached to a different share or shares held by such holder. Cobham Shareholders (and, in the case ofthe General Meeting, Cobham Preference Shareholders) who wish to appoint more than one proxy in respectof their holding of Cobham Shares and/or Cobham Preference Shares should contact Equiniti Limited forfurther Forms of Proxy.

(b) Online appointment of proxies

As an alternative to completing and returning the printed Forms of Proxy, proxies may be appointedelectronically by logging on to the following website: www.sharevote.co.uk and following the instructionsthere. For an electronic proxy appointment to be valid, the appointment must be received by EquinitiLimited no later than 10.30 a.m. on 12 September 2019 for the Court Meeting and 10.45 a.m. on12 September 2019 for the General Meeting or, if in either case the Meeting is adjourned, no later than48 hours (excluding any part of a day that is not a business day) before the time fixed for the adjournedMeeting.

In the case of the Court Meeting only, if you have not appointed a proxy electronically by such time, youmay complete the BLUE Form of Proxy and hand it to a representative of Equiniti Limited, on behalf ofthe Chairman of the Court Meeting, or to the Chairman of the Court Meeting, before the start of the CourtMeeting.

(c) Electronic appointment of proxies through CREST

If you hold Cobham Shares in uncertificated form through CREST and wish to appoint a proxy or proxiesfor the Meetings (or any adjourned Meeting) by using the CREST electronic proxy appointment service, youmay do so by using the procedures described in the CREST Manual. CREST personal members or otherCREST sponsored members, and those CREST members who have appointed any voting service provider(s)should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriateaction on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriateCREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with the

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specifications of Euroclear and must contain the information required for such instructions as described inthe CREST Manual. The message (regardless of whether it constitutes the appointment of a proxy or anamendment to the instructions given to a previously appointed proxy) must, in order to be valid, betransmitted so as to be received by Equiniti Limited by 10.30 a.m. on 12 September 2019 in respect of theCourt Meeting and 10.45 a.m. on 12 September 2019 in respect of the General Meeting or, if in either casethe Meeting is adjourned, the relevant Form of Proxy should be received not less than 48 hours (excludingany part of a day that is not a business day) before the time fixed for the Court Meeting or GeneralMeeting (or adjourned meeting), as applicable. For this purpose, the time of receipt will be taken to be thetime (as determined by the timestamp applied to the message by the CREST Applications Host) from whichEquiniti Limited is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.After this time any change of instructions to proxies appointed through CREST should be communicated tothe appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note thatEuroclear does not make available special procedures in CREST for any particular messages. Normal systemtimings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is theresponsibility of the CREST member concerned to take (or, if the CREST member is a CREST personalmember or sponsored member or has appointed any voting service provider(s), to procure that his or herCREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that amessage is transmitted by means of the CREST system by any particular time. In this connection, CRESTmembers and, where applicable, their CREST sponsors or voting service providers are referred, in particular,to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

Cobham may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation35(5)(a) of the CREST Regulations.

19.3 Shareholder helpline

If you have any questions about this document, the Court Meeting or the General Meeting or how tocomplete the Forms of Proxy or to appoint a proxy online or electronically through the CRESTelectronic proxy appointment service, please call Equiniti Limited on 0333 207 6534 (or +44 (0) 121415 0855 if calling from outside the UK). Calls are charged at the standard geographic rate and willvary by provider. Calls from outside the UK will be charged at the applicable international rate. Linesare open from 8.30 a.m. to 5.30 p.m., Monday to Friday, excluding public holidays in England andWales. Please note that Equiniti Limited cannot provide any financial, legal or tax advice, or adviceon the Acquisition, and calls may be recorded and monitored for security and training purposes.

20. Further information

The terms of the Scheme are set out in full in Part Four (The Scheme of Arrangement) of this document.Further information regarding Cobham, Advent and Bidco is set out in Part Six (Additional Information) ofthis document. Documents published and available for inspection are listed in paragraph 14 of Part Six(Additional Information) of this document.

Yours faithfully,

Peter LuckManaging Director

For and on behalf ofMerrill Lynch International

Edmund ByersManaging Director

For and on behalf ofJ.P. Morgan Securities plc

Ravi GuptaManaging Director

For and on behalf ofN.M. Rothschild & Sons Limited

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PART THREE

CONDITIONS TO AND FURTHER TERMS OFTHE SCHEME AND THE ACQUISITION

Part A: Conditions to the Scheme and the Acquisition

The Acquisition is conditional upon the Scheme becoming unconditional and effective, subject to the Code,by no later than the Long Stop Date or such later date (if any) as Bidco and Cobham may agree and as thePanel and (if required) the Court may allow.

1. The Scheme is subject to the following conditions:

1.1

(a) its approval by a majority in number of the Cobham Shareholders who are present and vote,whether in person or by proxy, at the Court Meeting and who represent 75 per cent. or more invalue of the Cobham Shares voted by those Cobham Shareholders; and

(b) such Court Meeting being held on or before 8 October 2019 (or such later date as may beagreed by Bidco and Cobham and the Court may allow);

1.2

(a) the Scheme Resolution being duly passed by 75 per cent. or more of votes cast at the GeneralMeeting; and

(b) such General Meeting being held on or before 8 October 2019 (or such later date as may beagreed by Bidco and Cobham and the Court may allow);

1.3

(a) the sanction of the Scheme by the Court (with or without modification but subject to anymodification being on terms acceptable to Cobham and Bidco) and the delivery of a copy of theCourt Order to the Registrar of Companies; and

(b) the Court Hearing being held on or before the 22nd day after the expected date of such hearing,which is expected to be no later than 14 days following the satisfaction (or where applicable,waiver) of Conditions 2(a) to 2(f) (inclusive) (or such later date as may be agreed betweenBidco and Cobham and the Court may allow).

2. In addition, subject as stated in Part B below and to the requirements of the Code, the Acquisition isconditional upon the following Conditions and, accordingly, the Court Order shall not be delivered tothe Registrar of Companies unless such Conditions (as amended if appropriate) have been satisfied(where capable of satisfaction) or, where relevant, waived:

European Commission

(a) the European Commission taking a decision, on terms satisfactory to Bidco, acting reasonably,that it shall not initiate proceedings under Article 6(1)(c) of Council Regulation (EC) 139/2004(as amended) (the Regulation) in relation to the Acquisition or any matter arising from orrelating to the Acquisition (or being deemed to have taken such a decision under Article 10 ofthe Regulation);

United States

(b) all required filings having been made under the United States Hart-Scott-Rodino AntitrustImprovements Act of 1976 (as amended) and the rules and regulations made thereunder and allapplicable waiting periods (including any agreements with the US Federal Trade Commission orthe Antitrust Division of the US Department of Justice to delay consummation of theAcquisition) relating to the Acquisition have expired, lapsed or been terminated;

Foreign investment approvals

United Kingdom

(c) if the UK Secretary of State issues a European Intervention Notice to the CMA before the dateon which Conditions 2(a) to (l) (other than this Condition 2(c)) have been satisfied or waived, itbeing established that the Secretary of State does not intend to make a CMA Phase 2 Referenceof the Acquisition or any matter relating to the Acquisition;

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Australia

(d) insofar as required, either:

(i) Bidco having received written notice from the Commonwealth Treasurer (or his delegate)under the Australian Foreign Acquisitions and Takeovers Act 1975 (Cth) or its successorlegislation (FATA) to the effect that the Commonwealth Government does not object to theAcquisition, on either an unconditional basis or subject only to: (i) tax-related conditionswhich are in the form, or substantially the form, of those set out in Part A of AttachmentB of the Australian Foreign Investment Review Board’s Guidance Note 47 on ‘TaxConditions’ (in the form released on 13 August 2018); or (ii) any other conditions; or

(ii) following notice of the Acquisition having been given by Bidco under FATA, theCommonwealth Treasurer (or his delegate) ceasing to be empowered to make an order inrespect of the Acquisition due to the expiry of the applicable statutory waiting periodunder Division 2 of Part 3 of FATA;

France

(e) either:

(i) the necessary authorisation (whether express or implied through the lapse of the applicablewaiting period) of the Acquisition by the French Treasury pursuant to Articles L. 151-3and R. 153-1 et seq. of the French Monetary and Financial Code has been obtained; or

(ii) a no-action letter per which the French Treasury confirms to Bidco, pursuant to Article R.153-7 of the French Monetary and Financial Code, that the Acquisition is not subject tothe authorisation process provided by Articles L. 151-3 and R. 153-1 et seq. of the FrenchMonetary and Financial Code has been obtained;

Finland

(f) the Acquisition not having been denied confirmation by the Finnish Ministry of Employment andEconomy, or the Council of State, within the meaning of Article 4 of the Act on the Monitoringof Foreign Corporate Acquisitions in Finland (172/2012);

Notifications, waiting periods and Authorisations

(g) excluding Conditions 2(a) to 2(f) (inclusive), all material notifications, filings or applicationswhich are necessary having been made in connection with the Acquisition and all necessarywaiting periods (including any extensions thereof) under any applicable legislation or regulationof any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and allstatutory and regulatory obligations in any jurisdiction having been complied with, in each casein respect of the Acquisition and all Authorisations deemed reasonably necessary by Bidco inany jurisdiction and, except pursuant to Chapter 3 of Part 28 of the Companies Act, in respectof the Acquisition having been obtained from all appropriate Relevant Authorities and, to theextent that the Acquisition or such acquisitions would result in the termination or withdrawal ofa material Authorisation and such termination or withdrawal would be materially adverse to theWider Cobham Group, all such Authorisations having been obtained and all such Authorisationsremaining in full force and effect at the time at which the Acquisition becomes otherwise whollyunconditional and there being no notice or intimation of an intention to revoke, suspend, restrict,modify or not to renew such Authorisations, in each case in any way that would be materiallyadverse to the Wider Cobham Group;

General antitrust and regulatory

(h) excluding Conditions 2(a) to 2(f) (inclusive), no Relevant Authority having given notice of adecision to take, institute or implement any action, proceeding, suit, investigation, enquiry orreference (and in each case, not having withdrawn the same), or having required any action tobe taken or otherwise having done anything, or having enacted, made or proposed any statute,regulation, decision, order or change to published practice (and in each case, not havingwithdrawn the same) and there not continuing to be outstanding any statute, regulation, decisionor order which would or might reasonably be expected to, in any case to an extent or in amanner which is or would be material in the context of the Wider Cobham Group taken as awhole:

34

(i) require, prevent or materially delay the divestiture or materially alter the terms envisagedfor such divestiture by any member of the Wider Bidco Group or by any member of theWider Cobham Group of all or any material part of its businesses, assets or property orimpose any limitation on the ability of all or any of them to conduct their businesses (orany part thereof) or to own, control or manage any of their assets or properties (or anypart thereof);

(ii) except pursuant to Chapter 3 of Part 28 of the Companies Act, require any member of theWider Bidco Group or the Wider Cobham Group to acquire or offer to acquire any shares,other securities (or the equivalent) or interest in any member of the Wider Cobham Groupor any asset owned by any third party (other than in the implementation of theAcquisition);

(iii) impose any material limitation on, or result in a material delay in, the ability of anymember of the Wider Bidco Group directly or indirectly to acquire, hold or to exerciseeffectively all or any rights of ownership in respect of shares or other securities in Cobhamor on the ability of any member of the Wider Cobham Group or any member of the WiderBidco Group directly or indirectly to hold or exercise effectively all or any rights ofownership in respect of shares or other securities (or the equivalent) in, or to exercisevoting or management control over, any member of the Wider Cobham Group;

(iv) otherwise adversely affect any or all of the business, assets or profits of any member ofthe Wider Cobham Group or any member of the Wider Bidco Group;

(v) result in any member of the Wider Cobham Group or any member of the Wider BidcoGroup ceasing to be able to carry on business under any name under which it presentlycarries on business;

(vi) make the Acquisition or its implementation void, unenforceable and/or illegal under thelaws of any relevant jurisdiction, or otherwise materially prevent or prohibit, restrict,restrain, or delay or otherwise to a material extent or otherwise materially interfere with theimplementation of, or impose material additional conditions or obligations with respect to,or otherwise materially challenge, impede, interfere or require material amendment of, theAcquisition;

(vii) require, prevent or materially delay a divestiture by any member of the Wider Bidco Groupof any shares or other securities (or the equivalent) in any member of the Wider CobhamGroup or any member of the Wider Bidco Group; or

(viii) impose any material limitation on the ability of any member of the Wider Bidco Group orany member of the Wider Cobham Group to conduct, integrate or co-ordinate all or anypart of its business with all or any part of the business of any other member of the WiderBidco Group and/or the Wider Cobham Group,

and all applicable waiting and other time periods (including any extensions thereof) during whichany such Relevant Authority could decide to take, institute or implement any such action,proceeding, suit, investigation, enquiry or reference or take any other step under the laws of anyjurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of anyCobham Shares or otherwise intervene having expired, lapsed or been terminated;

Certain matters arising as a result of an arrangement, agreement, etc.

(i) except as Disclosed, there being no provision of any arrangement, agreement, lease, licence,franchise, permit or other instrument to which any member of the Wider Cobham Group is aparty or by or to which any such member or any of its assets is or may be bound, entitled orbe subject or any event or circumstance which, as a consequence of the Acquisition, wouldresult in, in each case to an extent which is material in the context of the Wider Cobham Grouptaken as a whole:

(i) any monies borrowed by, or any other indebtedness, actual or contingent, of, or any grantavailable to, any member of the Wider Cobham Group being or becoming repayable, orcapable of being declared repayable, immediately or prior to its or their stated maturitydate or repayment date, or the ability of any such member to borrow monies or incur anyindebtedness being withdrawn or inhibited or being capable of becoming or beingwithdrawn or inhibited;

35

(ii) save in the ordinary course of business, the creation or enforcement of any mortgage,charge or other security interest over the whole or any material part of the business,property or assets of any member of the Wider Cobham Group or any such mortgage,charge or other security interest (whenever created, arising or having arisen) becomingenforceable;

(iii) any such arrangement, agreement, lease, licence, franchise, permit or other instrument beingterminated or the rights, liabilities, obligations or interests of any member of the WiderCobham Group being adversely modified or adversely affected or any obligation or liabilityarising or any adverse action being taken or arising thereunder;

(iv) any liability of any member of the Wider Cobham Group to make any severance,termination, bonus or other payment to any of its directors or other officers;

(v) the rights, liabilities, obligations, interests or business of any member of the WiderCobham Group under any such arrangement, agreement, licence, permit, lease orinstrument or the interests or business of any member of the Wider Cobham Group in orwith any other person or body or firm or company (or any arrangement or arrangementrelating to any such interests or business) being or becoming capable of being terminated,or adversely modified or affected or any onerous obligation or liability arising or anyadverse action being taken thereunder;

(vi) any member of the Wider Cobham Group ceasing to be able to carry on business underany name under which it presently carries on business;

(vii) the value of, or the financial or trading position of, any member of the Wider CobhamGroup being prejudiced or adversely affected; or

(viii) the creation or acceleration of any liability (actual or contingent) of any member of theWider Cobham Group other than trade creditors or other liabilities incurred in the ordinarycourse of business or in connection with the Acquisition,

and, except as Disclosed, no event having occurred which, under any provision of anyarrangement, agreement, licence, permit, franchise, lease or other instrument to which anymember of the Wider Cobham Group is a party or by or to which any such member or any ofits assets are bound, entitled or subject, would result in any of the events or circumstances asare referred to Conditions 2(i)(i) to 2(i)(viii) (inclusive), in each case to the extent material inthe context of the Wider Cobham Group taken as a whole;

Certain events occurring since 31 December 2018

(j) except as Disclosed, no member of the Wider Cobham Group having since 31 December 2018:

(i) issued or agreed to issue or authorised or proposed or announced its intention to authoriseor propose the issue of additional shares of any class, or securities or securities convertibleinto, or exchangeable for, or rights, warrants or options to subscribe for or acquire, anysuch shares, securities or convertible securities or transferred or sold or agreed to transferor sell or authorised or proposed the transfer or sale of Cobham Shares out of treasury(except, where relevant, as between Cobham and wholly-owned subsidiaries of Cobham orbetween the wholly-owned subsidiaries of Cobham and except for the issue or transfer outof treasury of Cobham Shares on the exercise of employee share options or vesting ofemployee share awards in the ordinary course under the Cobham Share Plans);

(ii) (other than the Interim Dividend) recommended, declared, paid or made or proposed torecommend, declare, pay or make any bonus, dividend or other distribution (whetherpayable in cash or otherwise) other than dividends (or other distributions whether payablein cash or otherwise) lawfully paid or made by any wholly-owned subsidiary of Cobhamto Cobham or any of its wholly-owned subsidiaries or pursuant to the terms of theCobham Preference Shares;

(iii) other than pursuant to the Acquisition (and except for transactions between Cobham and itswholly-owned subsidiaries or between the wholly-owned subsidiaries of Cobham andtransactions in the ordinary course of business) implemented, effected, authorised orproposed or announced its intention to implement, effect, authorise or propose any merger,demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of

36

assets or shares or loan capital (or the equivalent thereof) in any undertaking orundertakings in any such case to an extent which is material in the context of the WiderCobham Group taken as a whole;

(iv) except for transactions between Cobham and its wholly-owned subsidiaries or between thewholly-owned subsidiaries of Cobham and except for transactions in the ordinary course ofbusiness disposed of, or transferred, mortgaged or created any security interest over anymaterial asset or any right, title or interest in any material asset or authorised, proposed orannounced any intention to do so;

(v) (except for transactions between Cobham and its wholly-owned subsidiaries or between thewholly-owned subsidiaries of Cobham) issued, authorised or proposed or announced anintention to authorise or propose, the issue of or made any change in or to the terms ofany debentures or become subject to any contingent liability or incurred or increased anyindebtedness which is material in the context of the Wider Cobham Group as a whole;

(vi) entered into or varied or authorised, proposed or announced its intention to enter into orvary any material contract, arrangement, agreement, transaction or commitment (whether inrespect of capital expenditure or otherwise) except in the ordinary course of business whichis of a long-term, unusual or onerous nature or magnitude or which is or which involvesor could involve an obligation of a nature or magnitude which is materially restrictive onthe business of any member of the Wider Cobham Group;

(vii) entered into or varied the terms of, or made any offer (which remains open for acceptance)to enter into or vary to a material extent the terms of any contract, service agreement,commitment or arrangement with any director or senior executive of any member of theWider Cobham Group, except for (in each case) salary increases, bonuses or variations ofterms in the ordinary course or as contemplated in the Co-operation Agreement;

(viii) proposed, agreed to provide or modified the terms of any share option scheme, incentivescheme or other benefit relating to the employment or termination of employment of anyemployee of the Wider Cobham Group, other than as contemplated in the Co-operationAgreement;

(ix) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repayany of its own shares or other securities or reduced or, except in respect of the mattersmentioned in Condition 2(j)(i) above, made any other change to any part of its sharecapital;

(x) except in the ordinary course of business, waived, compromised or settled any claim;

(xi) except in the ordinary course of business, terminated or varied the terms of any agreementor arrangement between any member of the Wider Cobham Group and any other person;

(xii) except in relation to changes made or agreed as a result of, or arising from, changes tolegislation, made or agreed or consented to any significant change to:

* the terms of the trust deeds and rules constituting the pension scheme(s) establishedby any member of the Wider Cobham Group for its directors, employees or theirdependants;

* the contributions payable to any such scheme(s) or to the benefits which accrue, orto the pensions which are payable, thereunder;

* the basis on which qualification for, or accrual or entitlement to, such benefits orpensions are calculated or determined; or

* the basis upon which the liabilities (including pensions) of such pension schemes arefunded, valued, made, agreed or consented to;

(xiii) been unable, or admitted in writing that it is unable, to pay its debts or commencednegotiations with one or more of its creditors with a view to rescheduling or restructuringany of its indebtedness, or having stopped or suspended (or threatened in writing to stopor suspend) payment of its debts generally or ceased or threatened in writing to ceasecarrying on all or a substantial part of its business;

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(xiv) (other than in respect of a member of the Wider Cobham Group which is dormant andwas solvent at the relevant time) taken or proposed any steps, corporate action or had anylegal proceedings instituted or threatened in writing against it in relation to the suspensionof payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise),dissolution, reorganisation or for the appointment of a receiver, administrator, manager,administrative receiver, trustee or similar officer of all or any material part of its assets orrevenues or any analogous or equivalent steps or proceedings in any jurisdiction orappointed any analogous person in any jurisdiction or had any such person appointed;

(xv) (except for transactions between Cobham and its wholly-owned subsidiaries or between thewholly-owned subsidiaries of Cobham) made, authorised, proposed or announced anintention to propose any change in its loan capital;

(xvi) entered into, implemented or authorised the entry into, any joint venture, asset or profitsharing arrangement, partnership or merger of business or corporate entities which wouldbe restrictive on the business of any member of the Wider Cobham Group; or

(xvii) entered into any agreement, arrangement, commitment or contract or passed any resolutionor made any offer (which remains open for acceptance) with respect to or announced anintention to, or to propose to, effect any of the transactions, matters or events referred to inthis Condition 2(j),

which, in any such case, is material in the context of the Wider Cobham Group taken as awhole;

No adverse change, litigation or similar

(k) except as Disclosed, since 31 December 2018 there having been:

(i) no adverse change and no circumstance having arisen which would or might be expectedto result in any adverse change in, the business, assets, financial or trading position orprofits or operational performance of any member of the Wider Cobham Group which ismaterial in the context of the Wider Cobham Group taken as a whole;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings having beenthreatened in writing, announced or instituted by or against or remaining outstandingagainst or in respect of, any member of the Wider Cobham Group or to which anymember of the Wider Cobham Group is a party (whether as claimant, defendant orotherwise) having been threatened in writing, announced, instituted or remainingoutstanding by, against or in respect of, any member of the Wider Cobham Group, in eachcase which would have a material adverse effect on the Wider Cobham Group taken as awhole;

(iii) no contingent or other liability having arisen or become apparent to Bidco or increasedother than in the ordinary course of business which would affect adversely the business,assets, financial or trading position or profits or prospects of any member of the WiderCobham Group to an extent which would be material in the context of the Wider CobhamGroup taken as a whole; and

(iv) no steps having been taken and no omissions having been made which would result in thewithdrawal, cancellation, termination or modification of any licence held by any member ofthe Wider Cobham Group which is necessary for the proper carrying on of its businessand the withdrawal, cancellation, termination or modification of which would have amaterial adverse effect on the Wider Cobham Group taken as a whole;

No discovery of certain matters regarding information, liabilities and environmental issues

(l) except as Disclosed, Bidco not having discovered, and, in each case to an extent which ismaterial in the context of the Wider Cobham Group taken as a whole, that:

(i) any financial, business or other information concerning the Wider Cobham Group publiclyannounced prior to 25 July 2019 or disclosed at any time to any member of the WiderBidco Group by or on behalf of any member of the Wider Cobham Group prior to 25 July2019 is misleading, contains a material misrepresentation of any fact, or omits to state afact necessary to make that information not misleading, in any such case to a materialextent;

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(ii) any past or present member of the Wider Cobham Group has not complied in any materialrespect with all applicable legislation, regulations or other requirements of any jurisdictionor any Authorisations relating to the use, treatment, storage, carriage, disposal, discharge,spillage, release, leak or emission of any waste or hazardous substance or any substancelikely to impair the environment (including property) or harm human or animal health orotherwise relating to environmental matters or the health and safety of humans, which non-compliance would give rise to any material liability including any penalty for non-compliance (whether actual or contingent) on the part of any member of the WiderCobham Group, in each case to an extent which is material in the context of the WiderCobham Group taken as a whole;

(iii) there has been a material disposal, discharge, spillage, accumulation, release, leak, emissionor the migration, production, supply, treatment, storage, transport or use of any waste orhazardous substance or any substance likely to impair the environment (including anyproperty) or harm human or animal health which (whether or not giving rise to non-compliance with any law or regulation), would be likely to give rise to any materialliability (whether actual or contingent) on the part of any member of the Wider CobhamGroup;

(iv) there is any material obligation or liability (whether actual or contingent) or requirement tomake good, remediate, repair, reinstate or clean up any property, asset or any controlledwaters currently or previously owned, occupied, operated or made use of or controlled byany past or present member of the Wider Cobham Group (or on its behalf), or in whichany such member has or previously has had or be deemed to have had an interest, underany environmental legislation, common law, regulation, notice, circular, Authorisation ororder of any Relevant Authority in any jurisdiction or to contribute to the cost thereof orassociated therewith or indemnify any person in relation thereto; or

(v) circumstances exist (whether as a result of making the Acquisition or otherwise) whichwould lead to any Relevant Authority instituting (or whereby any member of the WiderCobham Group would be required to institute), an environment audit or take any stepswhich would in any such case result in any actual or contingent liability to improve orinstall new plant or equipment or to make good, repair, reinstate or clean up any propertyof any description or any asset now or previously owned, occupied or made use of by anypast or present member of the Wider Cobham Group (or on its behalf) or by any personfor which a member of the Wider Cobham Group is or has been responsible, or in whichany such member has or previously has had or be deemed to have had an interest, whichis material in the context of the Wider Cobham Group taken as a whole;

Anti-corruption

(vi) any member of the Wider Cobham Group or any person that performs or has performedservices for or on behalf of any such company is or has engaged in any activity, practiceor conduct which would constitute an offence under the Bribery Act 2010, the US ForeignCorrupt Practices Act of 1977, as amended, or any other applicable anti-corruptionlegislation;

(vii) any member of the Wider Cobham Group is ineligible to be awarded any contract orbusiness under section 23 of the Public Contracts Regulations 2006 or section 26 of theUtilities Contracts Regulations (2006) (each as amended) or the US Federal AcquisitionRegulation or Defence Federal Acquisition Regulation Supplement; or

(viii) any past or present member of the Wider Cobham Group has engaged in any activity orbusiness with, or made any investments in, or made any payments to any government,entity or individual covered by any of the economic sanctions administered by the UnitedNations or the European Union (or any of their respective member states) or the UnitedStates Office of Foreign Assets Control or any other governments or supranational body orauthority in any jurisdiction; or

No criminal property

(ix) any asset of any member of the Wider Cobham Group constitutes criminal property asdefined by section 340(3) of the Proceeds of Crime Act 2002 (but disregardingparagraph (b) of that definition).

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Part B: Certain further terms of the Acquisition

1. Subject to the requirements of the Code, Bidco reserves the right to waive:

(a) any of Conditions 1.1 to 1.3 (inclusive) for the timing of the Court Meeting, General Meeting,and the Court Hearing and the effectiveness of the Scheme. If any such deadline is not met,Bidco shall make an announcement by no later than 8.00 a.m. on the business day followingsuch deadline confirming whether it has invoked or waived the relevant Condition or agreedwith Cobham to extend the deadline in relation to the relevant Condition; and

(b) in whole or in part, all or any of Conditions 2(a) to 2(l) (inclusive).

2. If Bidco is required by the Panel to make an offer for Cobham Shares under the provisions of Rule 9of the Code, Bidco may make such alterations to any of the above Conditions and terms of theAcquisition as are necessary to comply with the provisions of that Rule.

3. The Scheme and the Acquisition shall lapse if:

(a) in so far as the Acquisition constitutes a concentration with an EU dimension within the scopeof the Regulation, the European Commission either initiates proceedings under Article 6(1)(c) ofthe Regulation or makes a referral to a competent authority in the United Kingdom underArticle 9(1) of the Regulation and there is then a CMA Phase 2 Reference; or

(b) the Acquisition becomes subject to a CMA Phase 2 Reference,

in each case, before the date of the Court Meeting.

4. Other than as required by the terms of the Co-operation Agreement, Bidco shall be under noobligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilledany of Conditions 2(a) to 2(l) (inclusive) by a date earlier than the latest date for the fulfilment of thatCondition notwithstanding that the other Conditions of the Acquisition may at such earlier date havebeen waived or fulfilled and that there are at such earlier date no circumstances indicating that any ofsuch Conditions may not be capable of fulfilment.

5. Subject to paragraph 6 of this Part B of this Part Three (Conditions to and further terms of theScheme and the Acquisition), Cobham Shares acquired under the Acquisition shall be acquired fullypaid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and anyother third party rights and interests of any nature and together with all rights now or hereafterattaching or accruing to them, including, without limitation, voting rights and the right to receive andretain in full all dividends and other distributions (if any) declared, made or paid, or any other returnof capital (whether by reduction of share capital or share premium account or otherwise) made, on orafter 25 July 2019 (other than the Interim Dividend).

6. If the Interim Dividend Record Date occurs before the Effective Date, the Consideration shall bereduced by the amount of the Interim Dividend, in which case the relevant eligible CobhamShareholders will be entitled to receive and retain the Interim Dividend.

If, on or after 25 July 2019, any dividend, distribution or other return of capital (except for theInterim Dividend) is declared, paid or made or becomes payable by Cobham in respect of the CobhamShares, Bidco has reserved the right (without prejudice to any right of Bidco, with the consent of thePanel, to invoke Condition 2(j)(ii)) to reduce the consideration payable under the Acquisition by theamount of such dividend, distribution or other return of capital, and accordingly reduce theConsideration, in which case, the relevant eligible Cobham Shareholders will be entitled to receive andretain such dividend, distribution or other return of capital.

If any such dividend or distribution occurs, any reference in this document to the Consideration shallbe deemed to be a reference to the Consideration as so reduced. If such reduction occurs,notwithstanding the terms on which the Cobham Shares are expressed to be acquired by Bidcopursuant to this document, the Cobham Shares shall be acquired by or on behalf of Bidco pursuant tothe Acquisition together with all rights now and hereafter attaching to such shares including, withoutlimitation, voting rights and the right to receive and retain in full all dividends and other distributions(if any) declared, made or paid, or any other return of capital (whether by reduction of share capitalor share premium account or otherwise) made, on or after 25 July 2019, if applicable (other than suchdividend, distribution or other return of capital).

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To the extent that such a dividend or distribution has been declared, paid, made or is payable, and isor shall be: (i) transferred pursuant to the Acquisition on a basis which entitles Bidco to receive thedividend or distribution and to retain it; or (ii) cancelled, the consideration payable and theConsideration shall not be subject to change in accordance with this paragraph 6.

Any exercise by Bidco of its rights referred to in this paragraph 6 shall be the subject of anannouncement and, for the avoidance of doubt, shall not be regarded as constituting any revision orvariation of the Acquisition.

7. Bidco reserves the right to elect (with the consent of the Panel and, where required by the terms ofthe Co-operation Agreement, the consent of Cobham) to implement the Acquisition by way of aTakeover Offer. In such event, the Acquisition shall be implemented on substantially the same terms,so far as applicable, as those which would apply to a Scheme, subject to appropriate amendments,including (without limitation) an acceptance condition (subject to the terms of the Co-operationAgreement) at a level permitted by the Panel.

8. The availability of the Acquisition to persons not resident in the UK or US may be affected by thelaws of the relevant jurisdictions. Persons who are not resident in the UK or US should informthemselves about and observe any applicable requirements.

9. The Acquisition is not being made, directly or indirectly, in, into or from, or by use of the mails of,or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronictransmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national,state or other securities exchange of, any jurisdiction where to do so would violate the laws of thatjurisdiction.

10. The Acquisition is governed by the laws of England and Wales and is subject to the jurisdiction ofthe English courts and to the Conditions and further terms set out in this Part Three (Conditions toand further terms of the Scheme and the Acquisition). The Acquisition shall be subject to theapplicable requirements of the Code, the Panel, the London Stock Exchange and the Financial ConductAuthority.

11. Under Rule 13.5(a) of the Code, Bidco may not invoke a Condition to the Acquisition so as to causethe Acquisition not to proceed, to lapse or to be withdrawn unless the circumstances which give riseto the right to invoke the Condition are of material significance to Bidco in the context of theAcquisition. Conditions 1.1, 1.2, 1.3, 2(a) and 2(c) are not subject to this provision of the Code.

12. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by referenceto any other Condition.

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PART FOUR

THE SCHEME OF ARRANGEMENT

IN THE HIGH COURT OF JUSTICEBUSINESS AND PROPERTY COURTSOF ENGLAND AND WALESCOMPANIES COURT (ChD)

CR-2019-004868

IN THE MATTER OF COBHAM PLC

- and -

IN THE MATTER OF THE COMPANIES ACT 2006

SCHEME OF ARRANGEMENT(under Part 26 of the Companies Act 2006)

between

COBHAM PLC

and

THE HOLDERS OF THE SCHEME SHARES(as hereinafter defined)

PRELIMINARY

(A) In this Scheme, unless inconsistent with the subject or context, the following expressions have thefollowing meanings:

Bidco AI Convoy Bidco Limited, a company incorporated in England andWales with registered number 12110752;

Bidco Group Bidco and its subsidiary undertakings and, where the context permits,each of them;

business day a day (other than Saturdays, Sundays and public holidays in the UK) onwhich banks are open for business in the City of London;

certificated or in certificatedform

in relation to a Scheme Share, one which is not in uncertificated form(that is, not in CREST);

Cobham Cobham plc, a company incorporated in England and Wales withregistered number 30470;

Cobham Shareholders the holders of Cobham Shares from time to time;

Cobham Share Plans each of the following share plans of Cobham: the Cobham Long TermIncentive Plan, the Cobham Deferred Bonus Share Plan, the CobhamSavings-Related Share Option Scheme, the Cobham PLC ShareIncentive Plan and the Cobham Executive Share Option Scheme 2004;

Cobham Shares ordinary shares of 2.5 pence each in the capital of Cobham;

Code the City Code on Takeovers and Mergers issued from time to time bythe Panel;

Companies Act the Companies Act 2006, as amended, modified, consolidated, re-enacted or replaced from time to time;

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Conditions the conditions to the implementation of the Scheme, as set out in Part Aof Part Three (Conditions to and further terms of the Scheme and theAcquisition) of the Scheme Document;

Court the High Court of Justice in England and Wales;

Court Hearing the hearing of the Court at which the Court Order will be sought;

Court Meeting the meeting of Scheme Shareholders (and any adjournment of suchmeeting) convened pursuant to an order of the Court pursuant to section896 of the Companies Act for the purpose of considering and, if thoughtfit, approving (with or without modification) this Scheme;

Court Order the order of the Court sanctioning this Scheme under section 899 of theCompanies Act;

CREST the relevant system (as defined in the CREST Regulations) in respect ofwhich Euroclear is the Operator (as defined in the CREST Regulations)for the paperless settlement of trades in securities and the holding ofuncertificated securities;

CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001/3755), asamended;

Effective Date the date on which this Scheme becomes effective in accordance with itsterms;

Equiniti Limited Equiniti Limited, of Aspect House, Spencer Road, Lancing, WestSussex BN99 6DA, Cobham’s registrars;

Euroclear Euroclear UK & Ireland Limited;

holder a registered holder and includes any person(s) entitled by transmission;

Interim Dividend the interim dividend of 0.4 pence per Cobham Share payable on8 November 2019 to Cobham Shareholders on the register of membersof Cobham on the Interim Dividend Record Date;

Interim Dividend RecordDate

11 October 2019;

Latest Practicable Date 19 August 2019 (being the latest practicable date before the publicationof the Scheme Document);

Panel the UK Panel on Takeovers and Mergers, or any successor to it;

Registrar of Companies the registrar of companies in England and Wales;

Scheme this scheme of arrangement in its present form or with or subject to anymodification, addition or condition which Cobham and Bidco eachagree and which is approved or imposed by the Court;

Scheme Document the circular dated 21 August 2019 sent by Cobham to CobhamShareholders, Cobham Preference Shareholders and persons withinformation rights, of which this Scheme forms a part;

Scheme Effective Time the time on the Effective Date at which this Scheme becomes effectivein accordance with clause 5;

Scheme Record Time 6.30 p.m. on the business day immediately following the date on whichthe Court makes the Court Order;

Scheme Shareholder a holder of Scheme Shares at any relevant date or time;

Scheme Shares means together:

(a) the Cobham Shares in issue at the date of this Scheme and (wherethe context requires) which remain in issue at the Scheme RecordTime;

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(b) any Cobham Shares issued after the date of this Scheme andbefore the Voting Record Time and (where the context requires)which remain in issue at the Scheme Record Time; and

(c) any Cobham Shares issued at or after the Voting Record Time andbefore the Scheme Record Time on terms that the holder of suchCobham Shares shall be bound by this Scheme, or in respect ofwhich the original or any subsequent holders of such CobhamShares are, or shall have agreed in writing to be, bound by thisScheme and, in each case, (where the context requires) whichremain in issue at the Scheme Record Time,

excluding, in any case, any Cobham Shares (i) held in treasury, or(ii) registered in the name of, or beneficially owned by, Bidco, anymember of the Bidco Group or their respective nominees;

subsidiary undertaking has the meaning given in section 1162 of the Companies Act;

uncertificated or inuncertificated form

in relation to a Scheme Share, one which is recorded on the relevantregister as being held in uncertificated form in CREST;

UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland; and

Voting Record Time 6.30 p.m. on the day which is two days (excluding any part of a day thatis not a business day) before the date of the Court Meeting or anyadjournment of it (as the case may be).

(B) References to clauses, sub-clauses and paragraphs are to clauses, sub-clauses and paragraphs of thisScheme.

(C) The issued share capital of Cobham as at the Latest Practicable Date was £61,693,727.88, divided into2,466,961,115 ordinary shares of 2.5 pence each and 19,700 6 per cent. second cumulative preferenceshares of £1 each, all of which were issued and credited as fully paid. As at the Latest PracticableDate, 75,951,724 ordinary shares were held in treasury.

(D) As at the Latest Practicable Date, no Cobham Shares are registered in the name of, or beneficiallyowned by, Bidco, any member of the Bidco Group or their respective nominees.

(E) Bidco has, subject to the satisfaction or, where capable, waiver of the Conditions agreed to appear byCounsel at the Court Hearing and to undertake to the Court to be bound by the provisions of thisScheme in so far as it relates to Bidco and to execute and do or procure to be executed and done allsuch documents, acts and things as may be necessary or desirable to be executed or done by it togive effect to this Scheme.

(F) References to times are to London time.

(G) All references to £ and pence are to the lawful currency of the United Kingdom.

THE SCHEME

1. Transfer of Scheme Shares

1.1 At and with effect from the Scheme Effective Time, Bidco (and/or its nominee(s)) shall acquire all theScheme Shares fully paid with full title guarantee, free from all liens, equities, charges, encumbrances,rights of pre-emption and any other third party rights and interests of any nature, and together with allrights attaching or accruing to such Scheme Shares at the Scheme Effective Time or thereafter,including (without limitation) voting rights and the right to receive and retain, in full, (subject to sub-clauses 2.2 and 2.4) all dividends and other distributions (if any), authorised, declared, made or paidor any other return of capital (whether by reduction of share capital or share premium account orotherwise) in respect of the Scheme Shares that is made or paid by Cobham by reference to a recorddate on or after the Scheme Effective Time.

1.2 For the purposes of such acquisition, the Scheme Shares shall be transferred to Bidco (and/or itsnominees) and such transfer shall be effected by means of a form or forms of transfer or otherinstrument or instruction of transfer, or by means of CREST, and, to give effect to such transfers, anyperson may be appointed by Cobham as attorney and/or agent, and is authorised as such attorney and/

44

or agent, on behalf of the holder or holders concerned to execute and deliver as transferor a form oftransfer or other instrument of transfer (whether as a deed or otherwise) of, or give any instructions totransfer (whether as a deed or otherwise), or procure the transfer by means of CREST of such SchemeShares and every form, instrument or instruction of transfer so executed or instruction given or transferprocured shall be effective as if it had been executed or given or procured by the holder or holders ofthe Scheme Shares transferred by it. Such instrument, form or instruction of transfer shall be deemedto be the principal instrument of transfer and the equitable or beneficial interest in the Scheme Sharesshall only be transferred to Bidco (and/or its nominee(s)), together with the legal interest in suchScheme Shares, pursuant to such instruction, form or instrument of transfer.

1.3 With effect from the Scheme Effective Time and until the register of members of Cobham is updatedto reflect the transfer of the Scheme Shares pursuant to sub-clauses 1.1 and 1.2, each SchemeShareholder irrevocably:

(a) appoints Bidco (and/or its nominee(s)) as its attorney and/or agent to exercise on its behalf (inplace of and to the exclusion of the relevant Scheme Shareholder) any voting rights attached tothe Scheme Shares and any or all rights and privileges (including the right to requisition theconvening of a general meeting of the Company or of any class of its shareholders) attaching tothe Scheme Shares;

(b) appoints Bidco (and/or its nominee(s)) and any one or more of its directors or agents to sign onbehalf of such Scheme Shareholder any such documents, and do such things, as may in theopinion of Bidco and/or any one or more of its directors or agents be necessary or desirable inconnection with the exercise of any votes or other rights or privileges attaching to the relevantScheme Shares (including, without limitation, an authority to sign any consent to short notice ofany general or separate class meetings of Cobham as attorney or agent for, and on behalf of,such Scheme Shareholder and/or to attend and/or execute a form of proxy in respect of itsScheme Shares appointing any person nominated by Bidco and/or any one or more of itsdirectors or agents to attend any general and separate class meetings of Cobham (or anyadjournment thereof) and to exercise or refrain from exercising the votes attaching to the SchemeShares on such Scheme Shareholder’s behalf); and

(c) authorises Cobham and/or its agents to send to Bidco (and/or its nominee(s)) at its registeredoffice any notice, circular, warrant or other document or communication which may be requiredto be sent to a Scheme Shareholder as a member of Cobham in respect of such Scheme Shares(including any share certificate(s) or other document(s) of title issued as a result of conversion oftheir Scheme Shares into certificated form),

such that from the Scheme Effective Time, no Scheme Shareholder shall be entitled to exercise anyvoting rights attached to the Scheme Shares or (subject to sub-clauses 2.2 and 2.4) any other rights orprivileges attaching to the Scheme Shares.

2. Consideration for the transfer of Scheme Shares

2.1 In consideration for the transfer of the Scheme Shares to Bidco (and/or its nominee(s)) referred to insub-clause 1.1, Bidco shall, subject to the provisions of this clause 2, pay or procure that there shallbe paid to or for the account of each Scheme Shareholder (as appearing on the register of members ofthe Company at the Scheme Record Time) an amount of 165 pence in cash for each Scheme Shareheld by such Scheme Shareholder at the Scheme Record Time.

2.2 If the Interim Dividend Record Date occurs before the Effective Date, the consideration payable foreach Scheme Share pursuant to sub-clause 2.1 shall be reduced by 0.4 pence per Scheme Share (beingthe amount per Scheme Share of the Interim Dividend) and: (a) Scheme Shareholders shall be entitledto receive and retain the Interim Dividend in respect of each Scheme Share that they hold; (b) anyreference in this Scheme to the consideration payable under the Scheme shall be deemed to be areference to the consideration as so reduced; and (c) the reduction in the consideration payable underthe Scheme in accordance with this sub-clause 2.2 shall not be regarded as constituting any revisionor variation of the terms of this Scheme.

2.3 Subject to sub-clause 2.5, if any dividend, distribution or other return of capital (other than the InterimDividend) is authorised, declared, made or paid by Cobham in respect of a Cobham Share prior to theEffective Date, Bidco shall have the right to reduce the value of the consideration payable for eachScheme Share by up to the amount per Scheme Share of such dividend, distribution or other return of

45

capital (as the case may be) which has been authorised, declared, made or paid, except where theScheme Share is, or will be, acquired pursuant to the Scheme on a basis which entitles Bidco toreceive such dividend, distribution or other return of capital (as the case may be) and to retain it.

2.4 If Bidco exercises the right referred to in sub-clause 2.3 to reduce the consideration payable by Bidcofor each Scheme Share by all or part of the amount of the dividend, distribution or other return ofcapital (as the case may be), then: (a) Scheme Shareholders shall be entitled to receive and retain thatdividend, distribution or other return of capital in respect of the Scheme Shares they hold; (b) anyreference in this Scheme to the consideration payable under the Scheme shall be deemed to be areference to the consideration as so reduced; and (c) the exercise of such rights shall not be regardedas constituting any revision or variation of the terms of this Scheme.

2.5 If and to the extent that any such dividend, distribution or other return of capital is authorised,declared, made or paid and it is cancelled prior to the Effective Date, the consideration payable underthe Scheme shall not be reduced under sub-clause 2.3.

3. Share certificates and cancellation of CREST entitlements

With effect from, or as soon as practicable after, the Scheme Effective Time:

(a) all certificates representing Scheme Shares shall cease to have effect as documents of title to theScheme Shares comprised in the certificates and every Scheme Shareholder shall be bound at therequest of Cobham to deliver up the same to Cobham (or any person appointed by Cobham toreceive them), or, as it may direct, to destroy the same;

(b) Cobham shall procure that entitlements to Scheme Shares held within CREST are disabled andEuroclear is instructed to cancel or transfer the entitlements of Scheme Shareholders to SchemeShares in uncertificated form and (if necessary) that entitlements to such Scheme Shares arerematerialised; and

(c) subject to completion and delivery of any form of transfer or other instrument or instruction oftransfer as may be required in accordance with sub-clause 1.2 and the payment of any stampduty on them, Cobham shall make, or procure to be made, appropriate entries in the register ofmembers of Cobham to reflect the transfer of the Scheme Shares to Bidco (and/or itsnominee(s)).

4. Settlement

4.1 No later than 14 days after the Effective Date (or such other period as may be agreed betweenCobham and Bidco and approved by the Panel), Bidco shall, subject to sub-clause 4.6:

(a) in the case of the Scheme Shares which at the Scheme Record Time are in certificated form,despatch, or procure the despatch of, to the persons entitled to them in accordance with theprovisions of sub-clause 4.2, cheques for the sums payable to them respectively in accordancewith clause 1, provided that, if the amount payable to any such Scheme Shareholder exceeds£250,000, Bidco reserves the right to make arrangements with such Scheme Shareholder tofacilitate electronic payment of such amount in lieu of a cheque; and

(b) in the case of the Scheme Shares which at the Scheme Record Time are in uncertificated form,procure that Euroclear is instructed to create an assured payment obligation in favour of thepayment bank of the persons entitled to the sums payable in accordance with clause 1 and inaccordance with the CREST assured payment arrangements, provided that Bidco shall be entitledto make payment of the consideration by cheque as aforesaid in sub-clause 4.1(a) if, for anyreason, it is not able to effect settlement in accordance with this sub-clause 4.1(b).

4.2 All deliveries of cheques pursuant to this Scheme shall be effected by sending the same by first classpost (or by international standard post, if overseas) in pre-paid envelopes addressed to the personsentitled to them at their respective registered addresses as appearing in the register of members ofCobham at the Scheme Record Time (or in the case of any joint holders, at the address of the jointholder whose name stands first in the register of members of Cobham in respect of such joint holdingat the Scheme Record Time) and none of Cobham, Bidco or their respective agents or nominees orEquiniti Limited shall be responsible for any loss or delay in the transmission of any cheques sent inaccordance with this sub-clause 4.2 which shall be sent at the risk of the person or persons entitled tothem.

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4.3 All cheques shall be in Sterling drawn on a branch of a UK clearing bank and shall be made payableto the Scheme Shareholder concerned, or, in the case of joint holders, the joint holder whose namestands first in the register of members of Cobham in respect of such joint holding at the SchemeRecord Time (save that, in the case of joint holders, Bidco reserves the right to make the chequepayable to all joint holders), and the encashment of any such cheque shall be a complete discharge ofBidco’s obligation under this Scheme to pay the monies represented by such cheques.

4.4 In the case of Scheme Shareholders that have not encashed cheques within six months from theEffective Date, the consideration due to such Scheme Shareholders under the Scheme shall be remittedto Cobham within six months and one week from the Effective Date to be held by it on trust for suchScheme Shareholders and Cobham shall procure that a notification is sent to such SchemeShareholders at their addresses as appearing in the register of members at that time. Cobham shallhold the consideration due to such Scheme Shareholders on trust for a period of 12 years from theEffective Date, in a separate, interest-bearing UK bank account established solely for that purpose, andsuch Scheme Shareholders may claim the consideration due to them (plus any interest accrued thereon,but net of any expenses or taxes) by written notice to Cobham in a form which Cobham determinesevidences their entitlement to such consideration at any time during the period of 12 years from theEffective Date.

4.5 In respect of payments made through CREST, Bidco shall procure that Euroclear is instructed to createan assured payment obligation in accordance with the CREST assured payment arrangements. Thecreation of such an assured payment obligation shall be a complete discharge of Bidco’s obligationunder this Scheme with reference to the payments made through CREST.

4.6 In the case of any Scheme Shares issued or transferred under the Cobham Share Plans after the CourtHearing and before the Scheme Record Time, Bidco may satisfy the consideration due to the relevantScheme Shareholders in respect of such Scheme Shares under sub-clause 4.1 by the payment toCobham (or any of its subsidiary undertakings or otherwise at its or their discretion) of the aggregateconsideration in respect of such Scheme Shares by no later than 14 days after the Effective Date, bysuch method as may be agreed with Cobham, and Cobham shall procure that any such sums paid to it(or any of its subsidiary undertakings or otherwise at its or their discretion) are paid to the relevantScheme Shareholders through the payroll of the relevant Scheme Shareholders’ employing company assoon as practicable and subject to all deductions or withholdings required by law (including applicableexercise price, income taxes and social security contributions or their equivalent in any jurisdiction).

4.7 The preceding paragraphs of this clause 4 shall take effect subject to any prohibition or conditionimposed by law.

5. Effective time

5.1 This Scheme shall become effective upon a copy of the Court Order being delivered to the Registrarof Companies.

5.2 Unless this Scheme has become effective on or before 30 April 2020, or such later date (if any) asBidco and Cobham may agree and (if required) the Panel and the Court may allow, this Scheme shallnever become effective.

6. Modification

Cobham and Bidco may jointly consent on behalf of all persons concerned to any modification of oraddition to this Scheme or to any condition which the Court may approve or impose. Any suchmodification or addition shall require the consent of the Panel where such consent is required underthe Code.

7. Governing law

This Scheme is governed by the laws of England and Wales and is subject to the jurisdiction ofEnglish courts. The rules of the Code will apply to this Scheme on the basis provided in the Code.

Dated: 21 August 2019

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PART FIVE

FINANCIAL INFORMATION

1. Cobham financial information

The following sets out the financial information in respect of Cobham as required by Rule 24.3 of theCode. The following documents, the contents of which have previously been announced through aRegulatory Information Service, are incorporated by reference into this document pursuant to Rule 24.15 ofthe Code:

Information incorporated by reference Hyperlinks Pages

Interim results for Cobham for the six monthsended 30 June 2019, as set out in theannouncement of Interim Results 2019

http://www.cobhaminvestors.com/reports-and-presentations/2019 n/a

Audited accounts for Cobham for the financialyear ended 31 December 2018, as set out in theAnnual Report and Accounts 2018

http://www.cobhaminvestors.com/reports-and-presentations/2018 86-161

Audited accounts for Cobham for the financialyear ended 31 December 2017, as set out in theAnnual Report and Accounts 2017

http://www.cobhaminvestors.com/reports-and-presentations/2017 76-135

There are no current ratings or outlooks publicly accorded to Cobham.

2. Bidco financial information

As Bidco was incorporated on 18 July 2019, no financial information is available or has been published inrespect of it. Bidco has not traded since its date of incorporation, has paid no dividends and has not enteredinto any obligations other than in connection with the Acquisition summarised in paragraph 8.2 of Part Six(Additional Information) of this document. There are no current ratings or outlooks publicly accorded toBidco.

3. Effect of Scheme becoming effective on Bidco

Bidco has no material assets or liabilities other than those described in this document in connection with theAcquisition and the financing of the Acquisition. With effect from the Effective Date, the earnings, assetsand liabilities of Bidco will therefore comprise the consolidated earnings, assets and liabilities of theCobham Group on the Effective Date after refinancing the existing debt of the Cobham Group and Bidcoincurring the Acquisition financing described in paragraph 8 of Part Two (Explanatory Statement) of thisdocument.

4. Hard copies

Recipients of this document may request hard copies of the information incorporated into this document byreference by contacting Equiniti Limited on 0333 207 6534 (or +44 (0) 121 415 0855 if calling fromoutside the UK). Calls are charged at the standard geographical rate. Calls to this number from outside theUK will be charged at the applicable international rate. Lines are open from 8.30 a.m. to 5.30 p.m.,Monday to Friday, excluding public holidays in England and Wales. Please note that Equiniti Limitedcannot provide financial, legal or tax advice, or advice on the Acquisition, and calls may be recorded andmonitored for security and training purposes.

Hard copies of the information incorporated into this document by reference will not be sent to recipients ofthis document unless specifically requested.

5. No other incorporation of website information

Save as expressly stated in this document, neither the content of Cobham’s website, nor the content of anywebsite accessible from hyperlinks on Cobham’s website, is incorporated into, or forms part of, thisdocument.

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PART SIX

ADDITIONAL INFORMATION

1. Responsibility

1.1 The Cobham Directors, whose names are set out in paragraph 2.1, accept responsibility for theinformation contained in this document (including any expressions of opinion) other than theinformation for which responsibility is taken by others pursuant to paragraph 1.2 below. To the best ofthe knowledge and belief of the Cobham Directors (who have taken all reasonable care to ensure thatsuch is the case) the information contained in this document (including any expressions of opinion) forwhich they accept responsibility is in accordance with the facts and does not omit anything likely toaffect the import of such information.

1.2 The Bidco Directors and the Advent Responsible Persons, whose names are set out in paragraphs 2.2and 2.3 respectively of this Part Six (Additional Information), accept responsibility for the informationcontained in this document (including any expressions of opinion) relating to Bidco, each member ofthe Wider Bidco Group, the directors, partners and members of each of them and their close relatives,related trusts and companies, and other connected persons, and persons acting, or deemed to be acting,in concert with Bidco (as such term is used in the Code), including, for the avoidance of doubt, TheBlackstone Group Inc., GSO Capital Partners LP. and Blackstone Tactical Opportunities AdvisorsL.L.C. To the best of the knowledge and belief of the Bidco Directors and the Advent ResponsiblePersons (who have taken all reasonable care to ensure that such is the case), the information containedin this document (including any expressions of opinion) for which they accept responsibility is inaccordance with the facts and does not omit anything likely to affect the import of such information.

2. Directors

2.1 The Cobham Directors and their respective positions are:

Name Position

Jamie Pike ChairmanDavid Lockwood Chief Executive OfficerDavid Mellors Chief Financial OfficerJohn McAdam Senior Independent Non-Executive DirectorAlison Wood Independent Non-Executive DirectorRené Médori Independent Non-Executive DirectorNorton Schwartz Independent Non-Executive DirectorMarion Blakey Independent Non-Executive Director

Cobham’s registered office and the business address of each of the Cobham Directors is Brook Road,Wimborne, Dorset, BH21 2BJ, UK.

Cobham’s company secretary is Gerhard du Plessis.

2.2 The Bidco Directors are:

Name Position

Donald Edward Whitt Jr DirectorMichael Joseph Ristaino Director

Bidco’s registered office is at: c/o Hackwood Secretaries Limited, One Silk Street, London, UnitedKingdom, EC2Y 8HQ. The business address of each of Donald Edward Whitt Jr and Michael JosephRistaino is Prudential Tower, 800 Boylston Street, Boston, MA 02199-8069, USA.

Bidco has no Company Secretary.

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2.3 The Advent Responsible Persons and their respective functions are:

Name Position

David Mussafer Member of the Advent International Corporation investment committeeDavid McKenna Member of the Advent International Corporation investment committeeSteven Tadler Member of the Advent International Corporation investment committee

The business address of the Advent Responsible Persons is Prudential Tower, 800 Boylston Street,Boston, MA 02199-8069, USA.

3. Persons acting in concert

3.1 In addition to the Cobham Directors (together with their close relatives and related trusts) andmembers of the Cobham Group (and their related pension schemes), the persons who, for the purposesof the Code, are acting in concert with Cobham in respect of the Acquisition and who are required tobe disclosed are:

Name Registered office Relationship with Cobham

BofA Merrill Lynch 2 King Edward Street, London EC1A 1HQ Connected adviserJ.P. Morgan Cazenove 25 Bank Street, Canary Wharf, London E14 5JP Connected adviserRothschild & Co New Court, St Swithin’s Lane, London EC4N 8AL Connected adviser

3.2 In addition to the Bidco Directors (together with their close relatives and related trusts) and membersof the Bidco Group (and their related pension schemes), the persons who, for the purposes of theCode, are acting in concert with Bidco in respect of the Acquisition and who are required to bedisclosed are:

Name Registered office Relationship with Bidco

Advent International Corporation Prudential Tower, 800 Boylston Street, Boston,MA 02199-8069, USA

Manager of funds which ultimatelyown and control Bidco

Citigroup Global Markets Limited Citigroup Centre, Canada Square, Canary Wharf,London E14 5LB

Connected adviser

Credit Suisse International One Cabot Square, London E14 4QJ Connected adviserGoldman Sachs International Goldman Sachs International, Peterborough Court,

133 Fleet Street, London EC4A 2BBConnected adviser

The Blackstone Group Inc 345 Park Avenue, New York NY 10154 USA As the ultimate controller of each ofGSO Capital Partners LP., BlackstoneTactical Opportunities AdvisorsL.L.C. and other affiliated managers,each as managers of the funds co-investing in Bidco

Lombard InternationalAssurance S.A

4, rue Lou Hemmer, L-1748 Luxembourg, GrandDuchy of Luxembourg

An indirect portfolio company ofinvestment funds advised byBlackstone Tactical OpportunitiesAdvisors L.L.C.

4. Market quotations

4.1 The following table shows the closing middle market prices for Cobham Shares as derived from theOfficial List for the first dealing day of each month from March 2019 to July 2019 (inclusive), for24 July 2019 (being the last business day before the Rule 2.7 Announcement) and for19 August 2019 (being the Latest Practicable Date).

DateCobham Share price

(pence)

1 February 2019 108.451 March 2019 119.551 April 2019 111.251 May 2019 114.303 June 2019 100.001 July 2019 109.7524 July 2019 122.7519 August 2019 162.60

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5. Disclosures of interests and dealings

5.1 For the purposes of paragraphs 3 to 5 of this Part Six (Additional Information):

(a) acting in concert has the meaning given to it in the Code;

(b) arrangement includes indemnity or option arrangements, and any agreement or understanding,formal or informal, of whatever nature, relating to securities which may be an inducement todeal or refrain from dealing;

(c) connected adviser has the meaning given to it in the Code;

(d) dealing has the meaning given to it in the Code;

(e) derivative has the meaning given to it in the Code;

(f) disclosure period means the period beginning on 25 July 2018 (being the date that is12 months before the commencement of the offer period) and ending on the Latest PracticableDate;

(g) financial collateral arrangements are arrangements of the kind referred to in Note 4 onRule 4.6 of the Code;

(h) interest or interests in relevant securities shall have the meaning given to it in the Code andreferences to interests of Bidco Directors or interests of Cobham Directors in relevant securitiesshall include all interests of any other person whose interests in shares the Bidco Directors or, asthe case may be, the Cobham Directors, are taken to be interested in pursuant to Part 22 of theCompanies Act;

(i) Note 11 arrangement includes any indemnity or option arrangement, and any agreement orunderstanding, formal or informal, of whatever nature, relating to relevant securities which maybe an inducement to deal or refrain from dealing (other than irrevocable commitments and lettersof intent to vote in favour of the Scheme and/or related resolutions, details of which are set outin paragraph 6 of this Part Six (Additional Information));

(j) offer period means, in this context, the period commencing on 25 July 2019 and ending on theLatest Practicable Date;

(k) relevant Bidco securities means relevant securities (such term having the meaning given to it inthe Code in relation to an offeror) of Bidco including equity share capital in Bidco (orderivatives referenced to them) and securities convertible into, rights to subscribe for and options(including traded options) in respect of them;

(l) relevant Cobham securities means relevant securities (such term having the meaning given to itin the Code in relation to an offeree) of Cobham including equity share capital of Cobham (orderivatives referenced to them) and securities convertible into, rights to subscribe for and options(including traded options) in respect of them; and

(m) short position means any short position (whether conditional or absolute and whether in themoney or otherwise), including any short position under a derivative, any agreement to sell orany delivery obligation or right to require another person to purchase or take delivery.

Interests in relevant Cobham securities

5.2 As at the Latest Practicable Date, the interests of the Cobham Directors (and their close relatives,related trusts and connected persons) in Cobham Shares were as follows:

NameNumber of Cobham

Shares

Percentage of totalissued ordinary share

capital (%)

Jamie Pike 87,420 0.004David Lockwood 474,953 0.020David Mellors 466,300 0.019Alison Wood 10,500 50.001Norton Schwartz 5,000 50.001René Médori 5,000 50.001John McAdam 5,000 50.001Marion Blakey 5,000 50.001Total 1,059,173 0.04

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5.3 As at the Latest Practicable Date, the Cobham Directors held the following outstanding awards overCobham Shares under the Cobham Share Plans:

Name Share Plan

Number ofCobhamShares Date of award

Exerciseprice Vesting date

David Lockwood 2017 LTIP 982,206 24 May 2017 Nil 13 March 20202018 LTIP 1,166,361 16 May 2018 Nil 13 March 20212019 LTIP 1,243,464 8 April 2019 Nil 13 March 2022Savings-Related Share Option Scheme 27,272 27 September 2017 £1.10 1 February 2023

David Mellors 2017 LTIP 555,160 24 May 2017 Nil 13 March 20202018 LTIP 659,247 16 May 2018 Nil 13 March 20212019 LTIP 702,826 8 April 2019 Nil 13 March 2022Savings-Related Share Option Scheme 27,272 27 September 2017 £1.10 1 February 2023

5.4 As at the Latest Practicable Date, the following persons acting in concert with Bidco held thefollowing interests in, or rights to subscribe in respect of, relevant Cobham securities:

Name Number of Cobham Shares / Nature of holding

Lombard International Assurance S.A., an indirect portfoliocompany of investment funds advised by Blackstone TacticalOpportunities Advisors L.L.C.

2,500 ordinary shares: Long

Goldman Sachs & Co. LLC 16,293 cash settled derivatives: Long

5.5 During the offer period, the following dealing(s) in relevant Cobham securities by Cobham Directors,their close relatives, related trusts and connected persons have taken place:

Name of Director Dates Nature of dealings

Number ofCobhamShares Price

David Mellors 26 July 2019 Vesting of Cobham Shares under buy-out award 123,499 Nil12 August 2019 Purchase under Cobham SIP 91 £1.6405

David Lockwood 12 August 2019 Purchase under Cobham SIP 91 £1.6405

5.6 During the disclosure period, the following dealing(s) in relevant Cobham Securities by persons actingin concert with Bidco have taken place:

Name Dates Nature of dealings

Number ofCobhamShares Price

Goldman Sachs & Co. LLC 9 September 2018 Purchase 53 £1.293317 June 2019 Purchase 17,723 £1.054917 July 2019 Sale 1,483 £1.1235

5.7 Save as disclosed in this document (including in paragraph 6 of this Part Six (AdditionalInformation)):

(a) as at the Latest Practicable Date, none of: (i) Bidco; (ii) any director of Bidco or any closerelative, related trust or connected person of any such director; or (iii) any other person acting inconcert with Bidco, had any interest in, right to subscribe in respect of, or short position inrespect of, relevant Cobham securities, and no such person has dealt in any relevant Cobhamsecurities during the disclosure period;

(b) as at the Latest Practicable Date, neither Bidco nor any person acting in concert with Bidco hadborrowed or lent any relevant Cobham securities (including any financial collateralarrangements), save for borrowed shares which have been either on-lent or sold;

(c) as at the Latest Practicable Date, none of: (i) Cobham; (ii) any Cobham Director, or any closerelative, related trust or connected person of any Cobham Director; (iii) any other person actingin concert with Cobham, had any interest in, right to subscribe in respect of, or short position inrelation to, relevant Cobham securities; and no such person has dealt in any relevant Cobhamsecurities during the offer period;

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(d) as at the Latest Practicable Date, neither: (i) Cobham; nor (ii) any Cobham Director, or anyclose relative, related trust or connected person of any Cobham Director, had any interest in,right to subscribe in respect of, or short position in relation to, relevant Bidco securities, and nosuch person has dealt in any relevant Bidco securities during the offer period;

(e) as at the Latest Practicable Date, neither Cobham nor any person acting in concert with it hadborrowed or lent any relevant Cobham securities (including any financial collateralarrangements), save for borrowed shares which have been either on-lent or sold;

(f) as at the Latest Practicable Date, neither Bidco nor any person acting in concert with Bidco hasany Note 11 arrangement with any other person;

(g) as at the Latest Practicable Date, neither Cobham nor any person who is an acting in concertwith Cobham has any Note 11 arrangement with any other person; and

(h) no persons have given any irrevocable or other commitment to vote in favour of the Scheme orthe Resolutions at the General Meeting.

5.8 Interests in Bidco

Bidco is wholly owned indirectly by funds managed by Advent as at the date of this document. On oraround the Effective Date, the funds managed by Advent will subscribe for indirect interests inapproximately 83 per cent. of the equity capital of Bidco and the funds managed by GSO CapitalPartners LP., Blackstone Tactical Opportunities Advisors L.L.C. and other managers affiliated with TheBlackstone Group Inc. will subscribe for indirect minority interests in approximately 17 per cent. ofthe equity capital of Bidco. In addition, the funds managed by GSO Capital Partners LP., BlackstoneTactical Opportunities Advisors L.L.C. and other managers affiliated with The Blackstone Group Inc.will make an additional indirect investment in Bidco through non-voting preference shares on oraround the Effective Date. Other potential investors may take indirect minority interests in Bidcoduring the Offer Period or once the Acquisition completes.

6. Irrevocable undertakings and letter of intent

6.1 Director shareholder irrevocable undertakings

Bidco has received irrevocable undertakings to vote (or procure the voting) in favour of the Scheme atthe Court Meeting and the Resolutions at the General Meeting (or, in the event that the Acquisition isimplemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) fromeach Cobham Director as follows:

Name of Cobham Director

Number of Cobham Sharesin respect of which

undertaking is given

Percentage of Cobhamissued ordinary share

capital (%)

Jamie Pike 87,420 0.004David Lockwood 474,953 0.020David Mellors 466,300 0.019Alison Wood 10,500 50.001John McAdam 5,000 50.001Norman Schwartz 5,000 50.001Marion Blakey 5,000 50.001René Médori 5,000 50.001

Total 1,059,173 0.04

As at the Latest Practicable Date, in aggregate, the Cobham Directors have given irrevocableundertakings in respect of 1,059,173 Cobham Shares, representing in aggregate approximately 0.04 percent. of Cobham’s issued ordinary share capital at close of business on the Latest Practicable Date.

These irrevocable undertakings also extend to any shares acquired by the Cobham Directors as a resultof the vesting of awards or the exercise of options under the Cobham Share Plans.

These irrevocable undertakings remain binding in the event a higher competing offer is made forCobham and will only cease to be binding if the Scheme (or Takeover Offer, as applicable) iswithdrawn with the consent of Bidco or lapses in accordance with its terms, excluding where:

53

(a) the Scheme is withdrawn or lapses as a result of Bidco exercising its right to implement theAcquisition by way of a Takeover Offer rather than a scheme of arrangement; or

(b) the lapse or withdrawal either is not, in the case of a withdrawal, confirmed by Bidco or isfollowed within five business days by an announcement under Rule 2.7 of the Code by Bidco(or a person acting in concert with it) to implement the Acquisition either by a new, revised orreplacement scheme of arrangement or a Takeover Offer.

6.2 Letter of intent

As at the Latest Practicable Date, Bidco has also received a letter of intent from Artemis InvestmentManagement LLP to vote in favour of the Scheme at the Court Meeting and the Scheme Resolution atthe General Meeting in respect of 121,761,285 Cobham Shares, representing, in aggregate,approximately 5.09 per cent. of Cobham’s issued ordinary share capital at close of business on theLatest Practicable Date.

6.3 As at the Latest Practicable Date, in aggregate, therefore, Bidco has received irrevocable undertakingsor a letter of intent in respect of 122,820,458 Cobham Shares, representing approximately 5.14 percent. of Cobham’s issued ordinary share capital at close of business on the Latest Practicable Date.

7. Directors’ service contracts and emoluments

Executive directors

7.1 The particulars of the service contracts between Cobham and each executive director are set out below.No such contract has been entered into or amended during the six months preceding publication ofthis document.

(a) General terms

Name of executive director Position Date of joining Cobham

David Lockwood Chief Executive Officer 12 December 2016David Mellors Chief Financial Officer 1 January 2017

David Lockwood and David Mellors are paid annual base salaries of £703,800 and £530,400,respectively. They are eligible to participate in Cobham’s annual bonus plan and share incentiveschemes, any such bonuses and awards established at the discretion of the Cobham RemunerationCommittee.

Their benefit package includes life assurance cover of four times their respective annual base salariesand private medical insurance for themselves, any spouse and any dependent children under 21 yearsof age. David Lockwood receives an annual pension allowance of up to 25 per cent. of base salaryand David Mellors receives an annual pension allowance of up to 20 per cent. of base salary. Allpension contributions for David Lockwood and David Mellors payable by Cobham under the 1:1matching contribution arrangement are paid by way of a cash allowance in lieu of pensioncontributions.

The maximum bonus award under the Annual Incentive Plan that will be made by Cobham in respectof David Lockwood’s and David Mellors’ respective bonuses is 150 per cent. of their respective basesalaries. 25 per cent. of the executive directors’ earned after-tax bonus payments from the AnnualIncentive Plan will be invested in Cobham’s shares and will be deferred for a three-year period.

In addition to public holidays in England, the executive directors are entitled to 25 working days’ paidholiday in each complete holiday year.

(b) Termination provisions

The executive directors’ service contracts can be terminated immediately by the Company for cause,which is defined in the relevant contract. The Company may elect to terminate the executive directors’service contracts with immediate effect by making payments in lieu of notice which will not exceed12 months’ salary and benefits, which can also include, but are not limited to, pension, outplacementand legal fees.

Each executive director is required to retire and seek re-election by the shareholders at each annualgeneral meeting as required by the Cobham Articles.

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Non-executive directors

7.2 The particulars of the letters of appointment between Cobham and each non-executive director are setout below. Other than the letter of appointment of Jamie Pike, which was entered into upon hisappointment on 1 May 2019, no such letter of appointment has been entered into or amended duringthe six months preceding publication of this document.

(a) General terms

Name of non-executive director Position Date of original appointment

Jamie Pike Chairman 1 May 2019John McAdam Senior Independent Non-Executive Director 3 August 2017Alison Wood Independent Non-Executive Director 1 July 2011Norman Schwartz Independent Non-Executive Director 1 January 2018Marion Blakey Independent Non-Executive Director 3 August 2018René Médori Independent Non-Executive Director 1 January 2018

Jamie Pike, as Chairman of the Board, is entitled to receive an annual fee of £300,000. Each othernon-executive director is entitled to receive a base annual fee of £60,000. An additional annual fee of£12,500 is payable to each of Alison Wood and René Médori for chairing the Cobham RemunerationCommittee and Audit Committee, respectively. John McAdam as Senior Independent Director isentitled to receive an additional annual fee of £12,500.

In addition, the Chairman and the independent non-executive directors are entitled to be reimbursedfor reasonable expenses properly incurred arising from the performance of their duties as directors ofCobham.

(b) Termination provisions

The appointment of each of the non-executive directors and the Chairman is terminable by either thenon-executive director or Cobham on one month’s notice. The appointment of any non-executivedirector or the Chairman may also be terminated with immediate effect by Cobham for cause, which isdefined in the relevant letter of appointment.

A non-executive director’s appointment shall also terminate if the non-executive director is not re-elected at any annual general meeting.

7.3 Cobham Directors’ appointments are subject to election at the first annual general meeting followingthe appointment and re-election by shareholders at each subsequent annual general meeting.

7.4 The fees payable to Cobham Directors are subject to annual review by the Cobham Board or theCobham Remuneration Committee, as applicable.

7.5 Save as disclosed above:

(a) no Cobham Director is entitled to commission or profit-sharing arrangements;

(b) other than statutory compensation and payment in lieu of notice, no compensation is payable byCobham to any Cobham Director upon early termination of his or her appointment; and

(c) there are no service contracts or letters of appointment between any Cobham Director orproposed director of Cobham and any member of the Cobham Group and no such contract orletter of appointment has been entered into or amended within the six months preceding the dateof this document.

7.6 Save as set out in this document, the effect of the Scheme on the interests of the Cobham Directorsdoes not differ from its effect on the like interests of any other holder of Scheme Shares.

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8. Material contracts

8.1 Cobham material contracts

(a) Stock purchase agreement relating to the sale of the AvComm and Wireless business to ViaviSolutions Inc.

On 1 February 2018, Cobham (through certain of its subsidiaries) entered into a stock purchaseagreement with Viavi Solutions Inc. for the sale of the AvComm and Wireless test and measurementbusinesses for cash consideration of US$455,000,000, subject to adjustments for cash, debt andworking capital as at completion and for expenses (the A&W SPA). The transaction completed inMarch 2018.

The A&W SPA contains customary seller representations and warranties, which in general survive for18 months following completion, except in respect of certain fundamental warranties, such as to title,capacity and tax, which survive until 30 days after the applicable limitation periods and warrantiesrelating to environmental liabilities, which survive for a period of four years from completion.Pursuant to the A&W SPA, the purchaser was also required to obtain a representation and warrantyinsurance policy, which under certain circumstances may cap any liability that Cobham has in theevent of a successful claim by the purchaser for breach of a representation or warranty under theA&W SPA.

The A&W SPA also contains customary non-compete provisions which, subject to certain exemptions,include a restriction on Cobham and the Cobham Group from engaging in the manufacture,distribution, marketing and/or sale of certain test equipment for up to four years following completion.The A&W SPA and any non-contractual claims arising out of or relating to it are governed by NewYork law.

(b) US$450,000,000 revolving credit facility

On 8 December 2017, Cobham entered into a US$450,000,000 revolving credit facility agreement withBarclays Bank PLC, as agent, Australia and New Zealand Banking Group Limited, Bank of AmericaMerrill Lynch International Limited, Barclays Bank PLC, Commerzbank AG, London Branch, andHSBC Bank plc, as arrangers, and the Australia and New Zealand Banking Group Limited, Bank ofAmerica, N.A., London Branch, Barclays Bank PLC, Commerzbank AG, London Branch, and HSBCBank plc as original lenders (as amended on 2 August 2018 and 23 October 2018, the US DollarRCF). The US Dollar RCF is available to be utilised to finance the full repayment or prepayment andcancellation of all amounts outstanding under Cobham’s pre-existing revolving credit facilities and,thereafter, for the general corporate purposes of the Cobham Group.

The US Dollar RCF includes mandatory prepayment events, including illegality and a change ofcontrol of Cobham (if a lender so requires). The US Dollar RCF is unsecured and terminates on8 December 2023. The US Dollar RCF contains customary representations, warranties, covenants(including financial covenants) and events of default consistent with Cobham’s other existing corporateborrowings as at the date on which the US Dollar RCF was most recently amended. The US DollarRCF and any non-contractual obligations arising out of or in connection with it are governed byEnglish law.

(c) Danske Bank revolving credit facility

On 8 December 2017, Cobham entered into a DKK320,000,000 revolving credit facility agreementwith Danske Bank A/S as arranger, agent and original lender (as extended pursuant to a letter dated23 October 2018, the Danske Bank RCF). The Danske Bank RCF is available to be utilised tofinance the full repayment or prepayment and cancellation of all amounts outstanding under Cobham’spre-existing revolving credit facilities and, thereafter, for the general corporate purposes of the CobhamGroup.

The Danske Bank RCF includes mandatory prepayment events, including illegality and a change ofcontrol of Cobham (if the lender so requires). The Danske Bank RCF is unsecured and terminates on8 December 2023. The Danske Bank RCF contains customary representations, warranties, covenants(including financial covenants) and events of default consistent with Cobham’s other existing corporateborrowings as at the date the Danske Bank RCF was entered into. The Danske Bank RCF and anynon-contractual obligations arising out of or in connection with it are governed by English law.

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(d) J.P. Morgan revolving credit facility

On 8 December 2017, Cobham entered into a US$45,000,000 revolving credit facility agreement withJ.P. Morgan Securities PLC, as arranger, J.P. Morgan Europe Limited, as agent, and JPMorgan ChaseBank N.A., London Branch, as original lender (the JPM RCF). The JPM RCF is available to beutilised to finance the full repayment or prepayment and cancellation of all amounts outstanding underCobham’s pre-existing revolving credit facilities and, thereafter, for the general corporate purposes ofthe Cobham Group.

The JPM RCF includes mandatory prepayment events, including illegality and a change of control ofCobham (if the lender so requires). The JPM RCF is unsecured and terminates on 8 December 2022.The JPM RCF contains customary representations, warranties, covenants (including financial covenants)and events of default consistent with Cobham’s other existing corporate borrowings as at the date theJPM RCF was entered into. The JPM RCF and any non-contractual obligations arising out of or inconnection with it are governed by English law.

(e) KC-46 settlement agreement

On 18 February 2019, Cobham entered into a settlement agreement with Boeing in respect of damagesassertions made by Boeing in relation to delays to the KC-46 aerial refuelling tanker programme. Thesettlement agreement settled all disputed matters to the date of the agreement, including Boeing’sdamages assertions, against payment of £86 million to Boeing, which was partially offset by amountsowed to Cobham from Boeing. In addition, Cobham rebased the schedule for qualification andproduction of Wing Aerial Refuelling Pods and production of the Centerline Drogue System.

(f) Tax dispute settlement agreement

On 15 May 2019, Cobham and HMRC reached agreement in respect of a long-running disputeregarding the availability of interest deductions on one of Cobham Group’s internal financingstructures, which was in place from 2008 to 2014. Pursuant to the settlement, Cobham made a one-offnet tax payment to HMRC of £55 million, together with a one-off interest payment of £14 million infull and final satisfaction of the Cobham Group’s outstanding liabilities to HMRC in respect of thismatter.

(g) Confidentiality Agreement

See paragraph 13.1 of Part Two (Explanatory Statement) of this document for details of theConfidentiality Agreement.

(h) Clean Team Agreement

See paragraph 13.2 of Part Two (Explanatory Statement) of this document for details of the CleanTeam Agreement.

(i) Co-operation Agreement

See paragraph 13.3 of Part Two (Explanatory Statement) of this document for details of the Co-operation Agreement.

8.2 Bidco material contracts

(a) Interim Facilities Agreement

On 24 July 2019, AI Convoy (Luxembourg) S.à r.l. (Lux Borrower) and Bidco entered into aninterim facilities agreement with, amongst others, Credit Suisse International, Credit Suisse AG,Cayman Islands Branch, Citicorp North America, Inc., Goldman Sachs International Bank, GoldmanSachs Bank USA, BTAS NQ Holdings L.L.C., Blackstone Diversified Alternatives IDF Series Interestsof SALI Multi-Series Fund, L.P., Blackstone Private Strategies IDF Series Interests of SALIMulti-Series Fund, L.P., Blackstone Tactical Opportunities Fund III (Cayman) – NQ L.P., BlackstoneTotal Alternatives Solution-NQ IV L.P., Blackstone Total Alternatives Solution-NQ V L.P., BISAConvoy Cayman L.P., BISA Co-Invest Fund (Cayman) L.P., BISA Co-Invest Fund L.P., BSOF MasterFund L.P., BSOF Master Fund II L.P., BTO Convoy Holdings (Cayman) – NQ L.P., GSO COF IIIAIV-5 LP, GSO Credit Alpha Fund II AIV-5 LP and GSO Credit Alpha Diversified Alternatives LP asoriginal interim lenders and Credit Suisse AG, Cayman Islands Branch as interim facility agent andinterim security agent (the Interim Facilities Agreement). It is intended that the Interim Facilities

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Agreement will be amended and restated shortly after the date of this document, pursuant to whichcertain additional parties will become arrangers, underwriters and interim lenders under the InterimFacilities Agreement.

Under the terms of the Interim Facilities Agreement, the interim lenders agreed to make available toLux Borrower a first lien term loan (Facility B) and revolving interim facilities (RCF) in an aggregateamount of £1,985,000,000 and second lien term loan interim facility (Second Lien Facility) in anaggregate amount of £532,000,000 (together, the Interim Facilities). The proceeds of loans drawnunder the Interim Facilities are to be applied, among other things, towards financing part of theaggregate Consideration payable by Bidco pursuant to the Acquisition and/or refinancing existingindebtedness of the Cobham Group.

The Interim Facilities have been made available as: (a) an interim first lien term loan facility in anaggregate amount equal to £1,710,000,000 (the Interim Term Facility B) available to be utilised inEUR and USD (in such proportions as Lux Borrower may, in its sole discretion, elect, provided thatthe EUR tranche shall be in an amount not less than EUR250,000,000); (b) an interim second lienterm loan facility in an aggregate amount equal to £532,000,000 (the Interim Second Lien Facility)available to be utilised in USD; and (c) an interim multi-currency revolving credit facility in anaggregate amount equal to £275,000,000 available to be utilised in USD, EUR, GBP and such othercurrency as may be agreed with the interim lenders under the revolving credit facility.

The exchange rates applied to determine the size of each of the EUR and USD tranches for theInterim Term Facility B and the USD tranche for the Interim Second Lien Facility shall be, at the solediscretion of Lux Borrower, either (A) such rates agreed between Lux Borrower and the relevantarrangers, each acting reasonably and in good faith (or, in the absence of agreement, such prevailingspot rate of exchange selected by Lux Borrower acting reasonably and in good faith) or (B) suchapplicable rates specified by Lux Borrower in any deal contingent or other forward swap entered intoin respect of the Acquisition.

The Interim Facilities are available to be drawn, subject to satisfaction of the conditions precedent setout in the Interim Facilities Agreement, from the date of the Interim Facilities Agreement to the earlierof (a) 11.59 p.m. in London on the last day of the Certain Funds Period (as defined below) and (b) if,at the relevant time, no loans have been made under the Interim Facilities Agreement, the date onwhich certain agreed long-term financing agreements have been executed by all parties to them andthe financial adviser is satisfied (acting reasonably taking into account the financial adviser’sobligations under Rules 2.7(d) and 24.8 of the Code) that (i) such long-term financing agreements areno less certain as to conditionality of funding than the Interim Facilities Agreement and provide thesame quantity of funding for the purposes listed in the Interim Facilities Agreement, and (ii) the initialconditions precedent specified therein have been satisfied or waived (as evidenced by a duly signedand unqualified conditions precedent satisfaction letter issued pursuant to the terms of such long-termfinancing agreement(s)). The Lux Borrower will seek to negotiate and execute long-term financingagreements prior to the Effective Date.

Under the Interim Facilities Agreement, “Certain Funds Period” is defined as the period from (andincluding) the date of the Interim Facilities Agreement to (and including) the earliest of: (a) where theAcquisition proceeds by way of a Scheme: (i) the date on which the Scheme lapses or it is withdrawnwith the consent of Bidco and the Panel or by order of the Court (unless, on or prior to that date,Lux Borrower has notified the arrangers that Bidco intends to launch a Takeover Offer and theRule 2.7 Announcement for the Takeover Offer has been released); and (ii) 11.59 p.m. London timeon the date on which Cobham has become a wholly-owned subsidiary of Bidco and all of theconsideration payable under the Acquisition in respect of the Cobham Shares or proposals made or tobe made under Rule 15 of the Code in connection with the Acquisition, has in each case been paid infull including in respect of: (A) the acquisition of any Cobham Shares to be acquired after the initialclosing date (including pursuant to the amended Cobham Articles); and (B) any Rule 15 proposalsmade or to be made in connection with the Acquisition; (b) where the Acquisition is to beconsummated pursuant to a Takeover Offer: (i) the date on which the Takeover Offer lapses,terminates or is withdrawn (unless, on or prior to that date, Lux Borrower has notified the interimlenders that Cobham intends to launch a Scheme and the Rule 2.7 Announcement for the Scheme hasbeen released); and (ii) the date on which Cobham has become a wholly-owned subsidiary of Bidcoand all of the consideration payable under the Acquisition in respect of the Cobham Shares orproposals made or to be made under Rule 15 of the Code in connection with the Acquisition, has in

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each case been paid in full including in respect of: (A) the acquisition of any Cobham Shares to beacquired after the initial closing date (including pursuant to a squeeze-out procedure) and (B) anyRule 15 proposals made or to be made in connection with the Acquisition; and (c) 15 May 2020.

The final maturity date of the Interim Facilities is 90 days after the date on which the first drawdownof the Interim Facilities occurs (by which date, the Interim Facilities would need to be replaced andrefinanced). Lux Borrower may also voluntarily cancel and prepay the Interim Facilities at any time.The Interim Facilities Agreement contains customary representations and warranties, affirmative andnegative covenants (including covenants in respect of financial indebtedness, disposals, security,permitted holding company activity, dividends and share redemption, acquisitions and mergers andconduct of the Takeover Offer and/or Scheme), indemnities and events of default, each withappropriate carve-outs and materiality thresholds.

The rate of interest payable on each loan drawn under the Interim Facilities is the aggregate of theapplicable margin plus LIBOR or EURIBOR (as applicable). The margin on Facility B is 4.50 percent., on the Second Lien Facility 8.25 per cent. and on the RCF 4.25 per cent. Commitment fees andunderwriting and arrangement fees, among other fees, are also payable under the terms of the InterimFacilities Agreement and ancillary documentation.

As a condition precedent to the first drawdown of the Interim Facilities, the secured parties under theInterim Facilities Agreement would receive the benefit of security including an English law floatingcharge over all the assets of Bidco and its direct holding company.

Under the Interim Facilities Agreement, Bidco has agreed that: (a) it will not waive or amend anyterm or condition relating to the Acquisition from that set out in the Rule 2.7 Announcement where itwould be materially adverse to the interests of the Interim Lenders (as defined in the Interim FacilitiesAgreement) (taken as a whole) under the Interim Finance Documents (as defined in the InterimFacilities Agreement) except to the extent required by the Code, the Panel or the Court or anyapplicable law, regulation or regulatory body; and (b) if the Acquisition is effected by way of aTakeover Offer, Bidco shall not declare, or allow to be declared, the Takeover Offer to beunconditional as to acceptances at less than 75 per cent. of the shares to which the Takeover Offerrelates, unless otherwise agreed by the Interim Lenders.

(b) Equity Commitment Letter

On 24 July 2019, the Advent Funds and Bidco entered into the Equity Commitment Letter, which setsout the basis on which the Advent Funds will invest, directly or indirectly, up to £1,235,686,430 inBidco for the purposes of financing the consideration payable for the Scheme Shares. Pursuant to theEquity Commitment Letter, the Advent Funds will procure that the funds to be provided under theEquity Commitment Letter are contributed or lent ultimately to Bidco.

(c) Confidentiality Agreement

See paragraph 13.1 of Part Two (Explanatory Statement) of this document for details of theConfidentiality Agreement.

(d) Clean Team Agreement

See paragraph 13.2 of Part Two (Explanatory Statement) of this document for details of the CleanTeam Agreement.

(e) Co-operation Agreement

See paragraph 13.3 of Part Two (Explanatory Statement) of this document for details of the Co-operation Agreement.

9. Cash confirmation

The Consideration payable pursuant to the Acquisition will be financed as set out in paragraph 8 ofPart Two (Explanatory Statement) of this document. Citigroup and Goldman Sachs, two of Bidco’sfinancial advisers, are satisfied that sufficient resources are available to satisfy in full the cashconsideration payable to Cobham Shareholders under the terms of the Acquisition.

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10. No significant change

There has been no significant change in the financial or trading position of the Cobham Group since30 June 2019, being the date to which Cobham’s most recent interim results were prepared.

11. Offer-related fees and expenses

11.1 Bidco fees and expenses

The aggregate fees and expenses which are expected to be incurred by Bidco in connection with theAcquisition are estimated to amount to between £165.6 million and £189.6 million, plus applicableVAT and other taxes. The aggregate fees and expenses consist of the following categories:Category Amount (excluding applicable VAT)

Financing arrangements(1) between £120.2 million and £135.2 millionFinancial and corporate broking advice(2) between £19.5 million and £21.8 millionLegal advice(3) between £6.7 million and £7.6 millionAccounting advice(3) between £2.1 million and £2.4 millionPublic relations advice £0.4 millionOther professional services(4) between £4.2 million and £4.8 millionOther costs and expenses between £12.5 million and £17.4 million

Total between £165.6 million and £189.6 million

—————(1) Refer to paragraph 8.2 of this Part Six (Additional Information) for further details of the Interim Facilities Agreement.(2) Financial advice fees are estimated as a range as they include a discretionary fee element, the amount of which will be determined at

the end of the transaction.(3) Certain of these services are provided by reference to hourly rates. Amounts included in the table above reflect the time incurred up

to the latest practicable date prior to the publication of this document and an estimate of the further time required.(4) Other professional advice fees are estimated as a range at the latest practicable date prior to the publication of this document. The

amount of services to be provided in connection with, inter alia, pensions, tax structuring and tax advice is uncertain.

11.2 Cobham fees and expenses

The aggregate fees and expenses which are expected to be incurred by Cobham in connection with theAcquisition are estimated to amount to £29.1 million, plus applicable VAT and other taxes. Theaggregate fees and expenses consist of the following categories:Category Amount (excluding applicable VAT)

Financial and corporate broking advice(1) £24.0 millionLegal advice(2) £4.0 millionPublic relations advice £0.4 millionOther costs and expenses £0.7 million

Total £29.1 million

—————(1) Financial advice fees are estimated as a range as they include a discretionary fee element, the amount of which will be determined at

the end of the transaction.(2) Certain of these services are provided by reference to hourly rates. Amounts included in the table above reflect the time incurred up

to the latest practicable date prior to the publication of this document and an estimate of the further time required.

12. Other information

12.1 Each of BofA Merrill Lynch, J.P. Morgan Cazenove, Rothschild & Co, Goldman Sachs, Citigroup andCredit Suisse has given and not withdrawn its written consent to the issue of this document with theinclusion of the references to its name in the form and context in which they appear.

12.2 Save as disclosed in this document, there is no agreement, arrangement or understanding (includingany compensation arrangement) between Bidco or any person acting in concert with it and any of thedirectors, recent directors, shareholders or recent shareholders of Cobham, or any person interested orrecently interested in Cobham Shares, having any connection with or dependence on or which isconditional upon the outcome of the Acquisition.

12.3 There is no agreement, arrangement or understanding pursuant to which the beneficial ownership ofany of the Cobham Shares to be acquired by Bidco will be transferred to any other person, save thatBidco reserves the right to transfer any such shares to any other member of the Bidco Group.

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12.4 Save with the consent of the Panel, settlement of the Consideration to which each Scheme Shareholderis entitled under the Scheme will be implemented in full in accordance with the terms of the Schemewithout regard to any lien or right of set-off, counterclaim or other analogous right to which Bidcomay otherwise be, or claim to be, entitled against any such Scheme Shareholder.

12.5 Save as disclosed in this document, the emoluments of the Cobham Directors and the Bidco Directorswill not be affected by the Acquisition or any other associated transaction.

12.6 Save as disclosed in this document, there is no agreement or arrangement to which Bidco is a partywhich relates to the circumstances in which it may or may not invoke a Condition to the Scheme.

13. Incorporation by reference

13.1 Parts of other documents are incorporated by reference in, and form part of, this document.

13.2 Part Five (Financial Information) sets out which sections of such documents are incorporated into thisdocument.

13.3 Recipients of this document may request hard copies of the information incorporated into thisdocument by reference by contacting Equiniti Limited on 0333 207 6534 (or +44 (0) 121 415 0855 ifcalling from outside the UK). Calls are charged at the standard geographical rate. Calls to this numberfrom outside the UK will be charged at the applicable international rate. Lines are open from8.30 a.m. to 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales. Pleasenote that Equiniti Limited cannot provide financial, legal or tax advice, or advice on the Acquisition,and calls may be recorded and monitored for security and training purposes. Hard copies of theinformation incorporated into this document by reference will not be sent to recipients of thisdocument unless specifically requested.

14. Documents published on a website

Copies of the following documents are available on Cobham’s website at www.cobhaminvestors.com(subject to any applicable restrictions relating to persons resident in Restricted Jurisdictions) up to andincluding the Effective Date or the date the Scheme lapses or is withdrawn, whichever is earlier:

(a) the irrevocable undertakings referred to in paragraph 6.1 of this Part Six (AdditionalInformation);

(b) the letter of intent referred to in paragraph 6.2 of this Part Six (Additional Information);

(c) the documents relating to the financing of the Acquisition referred to in paragraph 8.2 of thisPart Six (Additional Information);

(d) the Confidentiality Agreement, the Clean Team Agreement and the Co-operation Agreement;

(e) the written consents referred to in paragraph 12.1 of this Part Six (Additional Information);

(f) the Rule 2.7 Announcement;

(g) this document and the Forms of Proxy;

(h) Bidco’s articles of association;

(i) the Cobham Articles; and

(j) the Cobham Articles, as proposed to be amended by the Scheme Resolution.

15. Sources of information and bases of calculation

15.1 The value placed by the Acquisition on the existing issued ordinary share capital of Cobham is basedon 2,391,009,391 Cobham Shares in issue on the Latest Practicable Date.

15.2 The value of the Acquisition on a fully diluted basis has been calculated on the basis of a fullydiluted issued ordinary share capital of 2,422,738,209 Cobham Shares, which is calculated byreference to 2,391,009,391 Cobham Shares in issue on the Latest Practicable Date and a further39,782,553 Cobham Shares which may be issued on or after the date of this document on the exerciseof options or vesting of awards under the Cobham Share Plans (taking into account the exercise bythe Cobham Remuneration Committee of applicable discretions), less 8,053,735 Cobham Shares heldin the Cobham Employee Benefit Trust.

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15.3 Unless otherwise stated, all prices and closing prices for Cobham Shares are closing middle marketquotations derived from the Daily Official List of the London Stock Exchange.

15.4 Volume-weighted average prices have been derived from Bloomberg and have been rounded to thenearest single decimal place.

15.5 Unless otherwise stated, the financial information relating to Cobham is extracted from the auditedfinal results of the Cobham Group for the financial year to 31 December 2018 and the unauditedinterim results of the Cobham Group for the six months to 30 June 2019, prepared in accordance withIFRS.

15.6 Certain figures included in this document have been subject to rounding adjustments.

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PART SEVEN

DEFINITIONS

The following definitions apply throughout this document, unless the context requires otherwise:

Acquisition the direct or indirect acquisition by Bidco of the entire issued and to beissued ordinary share capital of Cobham, to be effected by means of theScheme (or by way of the Takeover Offer under certain circumstancesdescribed in this document), and, where the context admits, anysubsequent revision, variation, extension or renewal of it;

ADR an American Depository Receipt;

Advent Advent International Corporation;

Advent Funds the following limited partnerships, each managed by Advent:

Advent International GPE IX Limited Partnership;Advent International GPE IX-A SCSP;Advent International GPE IX-B Limited Partnership;Advent International GPE IX-C Limited Partnership;Advent International GPE IX-D SCSP;Advent International GPE IX-E SCSP;Advent International GPE IX-F Limited Partnership;Advent International GPE IX-G Limited Partnership;Advent International GPE IX-H Limited Partnership;Advent International GPE IX-I Limited Partnership;Advent Partners GPE IX Cayman Limited Partnership;Advent Partners GPE IX-A Cayman Limited Partnership;Advent Partners GPE IX-B Cayman Limited Partnership;Advent Partners GPE IX Limited Partnership;Advent Partners GPE IX-A Limited Partnership; andAdvent International GPE IX Strategic Investors SCSP;

Advent International Advent International plc;

Advent Responsible Persons the persons listed in paragraph 2.3 of Part Six (Additional Information)of this document;

Authorisations regulatory authorisations, orders, recognitions, grants, consents,clearances, confirmations, certificates, licences, permissions orapprovals;

Bidco AI Convoy Bidco Limited, a company incorporated in England andWales with registered number 12110752;

Bidco Board the board of directors of Bidco;

Bidco Directors the directors of Bidco as at the date of this document or, where thecontext so requires, the directors of Bidco from time to time;

Bidco Group Bidco and its subsidiary undertakings and, where the context permits,each of them;

BofA Merrill Lynch Merrill Lynch International;

business day a day (other than Saturdays, Sundays and public holidays in the UK) onwhich banks are open for business in the City of London;

certificated or in certificated form in relation to a Cobham Share, one which is not in uncertificated form(that is, not in CREST);

Citigroup Citigroup Global Markets Limited;

Clean Team Agreement the Clean Team Agreement dated 24 June 2019 between AdventInternational and Cobham;

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CMA Phase 2 Reference a reference of the Acquisition to the chair of the Competition andMarkets Authority for the constitution of a group under Schedule 4 tothe Enterprise and Regulatory Reform Act 2013;

Cobham Cobham plc, a company incorporated in England and Wales withregistered number 30470;

Cobham ADR Holders holders of Cobham ADRs from time to time;

Cobham ADRs the ADRs that trade with CUSIP 19089R104, ticker symbol CBHMYand ISIN US19089R1041, each of which represents two CobhamShares;

Cobham Articles the articles of association of Cobham as amended from time to time;

Cobham Board the board of directors of Cobham;

Cobham Directors the directors of Cobham;

Cobham Employee Benefit Trust the Cobham employee benefit trust constituted by a trust deed dated15 February 2008;

Cobham Group Cobham and its subsidiary undertakings and, where the context permits,each of them;

Cobham Preference Shareholders holders of Cobham Preference Shares from time to time;

Cobham Preference Shares the existing unconditionally allotted or issued and fully paid 6 per cent.second cumulative preference shares of Cobham with a nominal valueof £1 each;

Cobham Remuneration Committee the remuneration committee of the Cobham Board or a duly authorisedcommittee or individual;

Cobham Share Plans the ESOS, the DBSP, the LTIP, the SIP and the SRS;

Cobham Shareholders the holders of Cobham Shares from time to time;

Cobham Shares ordinary shares of 2.5 pence each in the capital of Cobham;

Code the City Code on Takeovers and Mergers issued from time to time bythe Panel;

Companies Act the Companies Act 2006, as amended, modified, consolidated, re-enacted or replaced from time to time;

Competition and MarketsAuthority or CMA

a UK statutory body established under the Enterprise and RegulatoryReform Act 2013;

Conditions the conditions to the implementation of the Acquisition, as set out inPart A of Part Three (Conditions to and further terms of the Scheme andthe Acquisition) of this document;

Confidentiality Agreement the confidentiality agreement between Advent International andCobham dated 13 June 2019;

Consideration the cash amount of 165 pence per Scheme Share, payable by Bidco tothe Scheme Shareholders pursuant to the Scheme;

Co-operation Agreement the agreement dated 25 July 2019 between Bidco, Advent and Cobhamrelating to, among other things, the implementation of the Acquisition;

Court the High Court of Justice in England and Wales;

Court Hearing the hearing of the Court at which the Court Order will be sought;

Court Meeting the meeting of Scheme Shareholders (and any adjournment of suchmeeting) convened pursuant to an order of the Court pursuant to section896 of the Companies Act for the purpose of considering and, if thoughtfit, approving (with or without modification) the Scheme;

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Court Order the order of the Court sanctioning the Scheme under section 899 of theCompanies Act;

Credit Suisse Credit Suisse International;

CREST the relevant system (as defined in the CREST Regulations) in respect ofwhich Euroclear is the Operator (as defined in the CREST Regulations)for the paperless settlement of trades in securities and the holding ofuncertificated securities;

CREST Manual the CREST Manual published by Euroclear, as amended from time totime;

CREST Proxy Instruction the proxy appointment or instruction made using the CREST service,properly authenticated in accordance with the specifications ofEuroclear and containing the information required by the CRESTManual;

CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001/3755), asamended;

Daily Official List the Daily Official List published by the London Stock Exchange;

Dealing Disclosure has the same meaning as in Rule 8 of the Code;

Disclosed the information disclosed by, or on behalf of, Cobham: (i) in the annualreport and accounts of the Cobham Group for the financial year ended31 December 2018; (ii) in the Rule 2.7 Announcement; (iii) in any otherannouncement to a Regulatory Information Service by, or on behalf of,Cobham prior to the publication of the Rule 2.7 Announcement; (iv) infilings made with the Registrar of Companies and appearing inCobham’s file at Companies House within the three years precedingthe Rule 2.7 Announcement; (v) in Cobham’s announcement of itsinterim results for the half-year ended 30 June 2019; (vi) on Cobham’swebsite as at 5.00 p.m. on 15 July 2019; or (vii) as otherwise fairlydisclosed to Bidco (or its respective officers, employees, agents oradvisers) prior to the publication of the Rule 2.7 Announcement(including all matters fairly disclosed in the written replies,correspondence, documentation and information provided in anelectronic data room created by or on behalf of Cobham or sent toAdvent, Advent International or any member of the Wider Bidco Groupor any of its advisers during the due diligence process and whether ornot in response to any specific request for information made by anymember of the Wider Bidco Group or any of its advisers);

DBSP the Cobham Deferred Bonus Share Plan;

Effective Date the date on which: (i) the Scheme becomes effective; or (ii) if Bidcoelects to implement the Acquisition by way of a Takeover Offer, the dateon which such Takeover Offer becomes or is declared unconditional inall respects;

EU the European Union;

Euroclear Euroclear UK & Ireland Limited;

Equiniti Limited Equiniti Limited, of Aspect House, Spencer Road, Lancing, WestSussex BN99 6DA, Cobham’s registrars;

Equity Commitment Letter the equity commitment letter entered into between the Advent Fundsand Bidco on 24 July 2019;

ESOS the Cobham Executive Share Option Scheme 2004;

FCA or Financial ConductAuthority

the Financial Conduct Authority acting in its capacity as the competentauthority for the purposes of Part VI of the UK Financial Services andMarkets Act 2000;

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Form(s) of Proxy the BLUE Form of Proxy for use at the Court Meeting and the WHITEForm of Proxy for use at the General Meeting (or either of them as thecontext may require), which accompany this document;

General Meeting the general meeting of Cobham (or any adjournment of such meeting) tobe convened in connection with the Scheme;

Goldman Sachs Goldman Sachs International;

HMRC HM Revenue & Customs

holder a registered holder and includes any person(s) entitled by transmission;

IFRS International Financial Reporting Standards;

Interim Dividend the interim dividend of 0.4 pence per Cobham Share payable on8 November 2019 to Cobham Shareholders on the register of membersof Cobham on the Interim Dividend Record Date;

Interim Dividend Record Date 11 October 2019;

Interim Facilities Agreement the £2,517,000,000 interim facilities agreement entered into with theInterim Lenders to provide funding for the Acquisition;

Interim Lenders BTAS NQ Holdings L.L.C., Blackstone Diversified Alternatives IDFSeries Interests of SALI Multi-Series Fund, L.P., Blackstone PrivateStrategies IDF Series Interests of SALI Multi-Series Fund, L.P.,Blackstone Tactical Opportunities Fund III (Cayman) – NQ L.P.,Blackstone Total Alternatives Solution-NQ IV L.P., Blackstone TotalAlternatives Solution-NQ V L.P., BISA Convoy Cayman L.P., BISACo-Invest Fund L.P., BISA Co-Invest Fund (Cayman) L.P., BSOFMaster Fund L.P., BSOF Master Fund II L.P., BTO Convoy Holdings(Cayman)-NQ L.P., Credit Suisse International, Credit Suisse AG,Cayman Islands Branch, Citicorp North America, Inc., Goldman SachsBank USA, Goldman Sachs International Bank, GSO COF III AIV-5LP, GSO Credit Alpha Fund II AIV-5 LP and GSO Credit AlphaDiversified Alternatives LP;

J.P. Morgan Cazenove J.P. Morgan Securities plc, which conducts its United Kingdominvestment banking business as J.P. Morgan Cazenove;

Meetings the Court Meeting and/or the General Meeting, as the case may be;

Latest Practicable Date 19 August 2019 (being the latest practicable date before the publicationof this document);

Listing Rules the rules and regulations made by the Financial Conduct Authorityunder the Financial Services and Markets Act 2000 (as amended), andcontained in the publication of the same name, as amended from time totime;

London Stock Exchange London Stock Exchange plc;

Long Stop Date 30 April 2020;

LTIP the Cobham Long Term Incentive Plan;

Offer Period the period commencing on 25 July 2019, being the date of the Rule 2.7Announcement, and ending on: (i) the earlier of the Effective Date andthe date on which the Scheme lapses or is withdrawn (or such other dateas the Panel may decide); or (ii) the earlier of the date on which theAcquisition has become or has been declared unconditional as toacceptances and the date on which the Acquisition lapses or iswithdrawn (or such other date as the Panel may decide), in each caseother than where such lapsing or withdrawal is a result of Bidcoexercising its right to implement the Acquisition by way of a TakeoverOffer or a Scheme (as appropriate), provided that references to the OfferPeriod in paragraph 5 of Part Six (Additional Information) of this

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document are to the Offer Period up to the close of business on theLatest Practicable Date;

Official List the Official List of the London Stock Exchange;

Opening Position Disclosure has the same meaning as in Rule 8 of the Code;

Overseas Shareholders Cobham Shareholders who are resident in, ordinarily resident in, orcitizens of, jurisdictions outside of the UK or who are nominees of, orcustodians or trustees for, citizens or nationals of countries other thanthe UK;

Panel the UK Panel on Takeovers and Mergers, or any successor to it;

Registrar of Companies the registrar of companies in England and Wales;

Regulation has the meaning given to it in Condition 2(a);

Regulatory Information Service any of the services set out in Appendix I to the Listing Rules;

Relevant Authority any central bank, government or governmental, quasi-governmental,supranational, statutory, regulatory, environmental, administrative, fiscalor investigative body or court in any jurisdiction;

Re-registration Resolution the special resolution to approve the re-registration of Cobham as aprivate limited company following the Effective Date to be proposed atthe General Meeting;

Resolutions the Scheme Resolution and/or the Re-registration Resolution, as thecase may be;

Restricted Jurisdiction any jurisdiction where local laws or regulations may result in asignificant risk of civil, regulatory or criminal exposure if theAcquisition is extended or made available in that jurisdiction or ifinformation concerning the Acquisition is sent or made available in thatjurisdiction;

Rothschild & Co N.M. Rothschild & Sons Limited;

Rule 2.7 Announcement the joint announcement made by Cobham and Bidco on 25 July 2019 inrelation to the Acquisition;

Scheme or Scheme of Arrangement the proposed scheme of arrangement under Part 26 of the CompaniesAct between Cobham and the Cobham Shareholders in connection withthe Acquisition, with or subject to any modification, addition orcondition approved or imposed by the Court and agreed by Cobham andBidco;

Scheme Effective Time the time on the Effective Date at which the Scheme becomes effective inaccordance with its terms;

Scheme Record Time 6.30 p.m. on the business day immediately following the date on whichthe Court makes the Court Order;

Scheme Resolution the special resolution relating to the Scheme to be proposed at theGeneral Meeting;

Scheme Shareholders holders of Scheme Shares at any relevant date or time;

Scheme Shares means together:

(a) the Cobham Shares in issue at the date of this document and(where the context requires) which remain in issue at the SchemeRecord Time;

(b) any Cobham Shares issued after the date of this document andbefore the Voting Record Time and (where the context requires)which remain in issue at the Scheme Record Time; and

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(c) any Cobham Shares issued at or after the Voting Record Time andbefore the Scheme Record Time on terms that the holder of suchCobham Shares shall be bound by the Scheme, or in respect ofwhich the original or any subsequent holders of such CobhamShares are, or shall have agreed in writing to be, bound by theScheme and, in each case, (where the context requires) whichremain in issue at the Scheme Record Time, excluding, in anycase, any Cobham Shares (i) held in treasury, or (ii) registered inthe name of, or beneficially owned by, Bidco, any member of theBidco Group or their respective nominees;

SEC the US Securities and Exchange Commission;

Significant Interest in relation to an undertaking, a direct or indirect interest of 20 per cent.or more of the total voting rights conferred by the equity share capital(as defined in section 548 of the Companies Act) of such undertaking;

SIP the Cobham plc Share Incentive Plan;

SRS the Cobham Savings-Related Share Option Scheme;

Takeover Offer should the Acquisition be implemented by way of a takeover offer asdefined in Chapter 3 of Part 28 of the Companies Act, the offer to bemade by or on behalf of Bidco to acquire the entire issued and to beissued ordinary share capital of Cobham and, where the context admits,any subsequent revision, variation, extension or renewal of suchtakeover offer;

uncertificated or in uncertificatedform

in relation to a Cobham Share, one which is recorded on the relevantregister as being held in uncertificated form in CREST;

UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland;

US or United States the United States of America, its territories and possessions, any state ofthe United States of America, the District of Columbia and all otherareas subject to its jurisdiction and any political subdivision thereof;

US Exchange Act the US Securities Exchange Act of 1934, as amended;

VAT value added tax or any similar sales or turnover tax;

Voting Record Time 6.30 p.m. on the day which is two days (excluding any part of a day thatis not a business day) before the date of the Court Meeting or anyadjournment of it (as the case may be);

Wider Bidco Group Bidco, funds managed by Advent and their respective associatedundertakings and any other body corporate, partnership, joint venture orperson in which Bidco and all such undertakings (aggregating theirinterests) have a Significant Interest; and

Wider Cobham Group Cobham and associated undertakings and any other body corporate,partnership, joint venture or person in which Cobham and suchundertakings (aggregating their interests) have a Significant Interest.

In this document, subsidiary, subsidiary undertaking, undertaking and associated undertaking have therespective meanings given to them in the Companies Act.

In this document, all references:

(a) to times are to London time, unless otherwise stated;

(b) to the singular include the plural and vice versa;

(c) to Sterling, £, pence and p are to the lawful currency of the United Kingdom;

(d) to US$ and USD are to the lawful currency of the United States;

(e) to EUR are to the lawful common currency from time to time of the member states of the EuropeanUnion that have adopted the Euro as their sole national currency; and

(f) to DKK are to the lawful currency of Denmark.

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PART EIGHT

NOTICE OF COURT MEETING

IN THE HIGH COURT OF JUSTICEBUSINESS AND PROPERTIES COURTSOF ENGLAND AND WALESCOMPANIES COURT (ChD)

CR-2019-004868

INSOLVENCY AND COMPANIES JUDGE BARBER

IN THE MATTER OF COBHAM PLC

and

IN THE MATTER OF THE COMPANIES ACT 2006

NOTICE IS GIVEN that, by an order dated 19 August 2019 made in the above matters, the Court hasgiven permission for a meeting (the Court Meeting) to be convened of the holders of Scheme Shares (asdefined in the scheme of arrangement referred to below) for the purpose of considering and, if thought fit,approving (with or without modification) a scheme of arrangement (the Scheme of Arrangement) proposedto be made pursuant to Part 26 of the Companies Act 2006 (the Act) between Cobham plc (the Company)and the holders of the Scheme Shares (as defined in the Scheme of Arrangement) and that the CourtMeeting will be held at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD at10.30 a.m. on 16 September 2019 at which place and time all holders of Scheme Shares are requested toattend.

Copies of the Scheme of Arrangement and of the explanatory statement required to be published pursuant tosection 897 of the Act are incorporated in the document of which this Notice forms part.

Voting on the resolution to approve the Scheme will be by poll, which shall be conducted as the Chairmanof the Court Meeting may determine.

Right to Appoint a Proxy; Procedure for Appointment

Holders of Scheme Shares entitled to attend and vote at the Court Meeting may vote in person at suchmeeting or they may appoint another person or persons, whether a member of the Company or not, as theirproxy or proxies, to exercise all or any of their rights to attend, speak and vote at the Court Meeting,provided that, where more than one proxy is appointed, each proxy is appointed to exercise the rightsattached to a different share or shares.

A BLUE Form of Proxy, for use at the Court Meeting, is enclosed with this Notice. Instructions for its useare set out on the form. It is requested that the BLUE Form of Proxy (together with any power of attorneyor other authority, if any, under which it is signed, or a duly certified copy of such power or authority) bereturned to Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, either (i) bypost or (ii) (during normal business hours only) by hand, to be received no later than 10.30 a.m. (Londontime) on 12 September 2019 or, in the case of an adjournment of the Court Meeting, 48 hours (excluding anypart of a day that is not a business day) before the time appointed for the adjourned meeting. However, ifnot so lodged, BLUE Forms of Proxy (together with any such authority, if applicable) may be handed to theChairman of the Court Meeting or to Equiniti Limited, on behalf of the Chairman of the Court Meeting,before the start of the Court Meeting. If you require additional proxy forms, please contact Equiniti Limitedon 0333 207 6534 (or +44 (0) 121 415 0855 if calling from outside the UK). Lines are open from 8.30 a.m. to5.30 p.m., Monday to Friday, excluding bank holidays.

Members who hold their shares in uncertificated form through CREST who wish to appoint a proxy orproxies through the CREST electronic proxy appointment service may do so by using the proceduresdescribed in the CREST Manual available at www.euroclear.com/CREST. In order for a proxy appointmentor instruction made using CREST to be valid, the appropriate CREST message must be properlyauthenticated in accordance with Euroclear’s specifications, and must contain the information required forsuch instruction, as described in the CREST Manual. The message, regardless of whether it constitutes theappointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must,in order to be valid, be transmitted so as to be received by Equiniti Limited (ID RA19) by 10.30 a.m.(London time) on 12 September 2019 (or if the Court Meeting is adjourned, 48 hours (excluding any part

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of a day that is not a business day) before the time fixed for the adjourned Court Meeting). For thispurpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to themessage by the CREST Applications Host) from which Equiniti Limited is able to retrieve the message byenquiry to CREST in the manner prescribed by CREST. After this time any change of instructions toproxies appointed through CREST should be communicated to the appointee through other means.

Forms of Proxy may alternatively be submitted electronically by logging on to the following websitewww.sharevote.co.uk and following the instructions there. You will need your Voting I.D., Task I.D. andShareholder Reference Number (this is the series of numbers printed under your name on the Form ofProxy). Full instructions are given on the website. You are advised to read the terms and conditions of usecarefully. For an electronic proxy appointment to be valid, the appointment must be received by EquinitiLimited no later than 10.30 a.m. (London time) on 12 September 2019 (or if the Court Meeting isadjourned, 48 hours (excluding any part of a day that is not a business day) before the time fixed for theadjourned Court Meeting). Any electronic communication found to contain a computer virus will not beaccepted.

Completion and return of a Form of Proxy, or the appointment of a proxy electronically using CREST (orany other procedure described on pages 8 to 10 of the document of which this Notice forms part), will notprevent a holder of Scheme Shares from attending, speaking and voting in person at the Court Meeting, orany adjournment of it, if such Scheme Shareholder wishes and is entitled to do so.

Voting Record Time

Entitlement to attend, speak and vote at the Court Meeting or any adjournment of it and the number ofvotes which may be cast at the Court Meeting, will be determined by reference to the register of membersof the Company at 6.30 p.m. (London time) on 12 September 2019 or, if the Court Meeting is adjourned,6.30 p.m. (London time) on the date which is two days (excluding any part of a day that is not a businessday) before the date fixed for the adjourned meeting. Changes to the register of members after the relevanttime shall be disregarded in determining the rights of any person to attend, speak and vote at the CourtMeeting.

Joint Holders

In the case of joint holders of Scheme Shares, the vote of the senior who tenders a vote, whether in personor by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s). For this purpose,seniority will be determined by the order in which the names stand in the register of members of theCompany in respect of the joint holding.

Corporate Representatives

As an alternative to appointing a proxy, any Scheme Shareholder which is a corporation may appoint one ormore corporate representatives who may exercise on its behalf all its powers as a member, provided that iftwo or more corporate representatives purport to vote in respect of the same shares, if they purport toexercise the power in the same way as each other, the power is treated as exercised in that way, and inother cases the power is treated as not exercised.

Nominated Persons

Any person to whom this Notice is sent who is a person nominated under section 146 of the Act to enjoyinformation rights (a Nominated Person) does not, in that capacity, have a right to appoint a proxy, suchright only being exercisable by shareholders of the Company. However, Nominated Persons may, underagreement with the shareholder who nominated them, have a right to be appointed (or to have someone elseappointed) as a proxy for the Court Meeting.

By the said Order, the Court has appointed Jamie Pike or, failing him, any other director of the Companyto act as Chairman of the Court Meeting and has directed the Chairman to report the result of the CourtMeeting to the Court.

The Scheme of Arrangement will be subject to the subsequent sanction of the Court.

Dated 21 August 2019

ALLEN & OVERY LLPOne Bishops Square London E1 6AD

Solicitors for the Company

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PART NINE

NOTICE OF GENERAL MEETING

COBHAM PLC(registered in England and Wales with registered number 30470)

NOTICE IS GIVEN that a general meeting of Cobham plc (the Company) will be held at the officesof Allen & Overy LLP, One Bishops Square, London E1 6AD at 10.45 a.m. on 16 September 2019 (oras soon thereafter as the meeting of the holders of Scheme Shares (as defined in the Scheme asreferred to in resolution 1 set out below) convened for 10.30 a.m. on the same day and at the sameplace, by an order of the High Court of Justice, shall have concluded or been adjourned) for thepurpose of considering and, if thought fit, passing the following resolutions, which will be proposed asspecial resolutions.

SPECIAL RESOLUTIONS

1. THAT for the purpose of giving effect to the scheme of arrangement dated 21 August 2019 (asamended or supplemented) between the Company and the holders of Scheme Shares (as defined in thescheme of arrangement), a print of which has been produced to this meeting and for the purposes ofidentification signed by the chairman of this meeting, in its original form or subject to suchmodification, addition or condition as may be agreed between the Company and AI Convoy BidcoLimited and approved or imposed by the Court (the Scheme):

(i) the directors of the Company (or a duly authorised committee of the directors) be authorised totake all such action as they may consider necessary or appropriate for carrying the Scheme intoeffect; and

(ii) with effect from the passing of this resolution, the articles of association of the Company be andare amended by the adoption and inclusion of the following new article 132:

“Scheme of Arrangement

(a) In this article, references to the Scheme are to the scheme of arrangement under Part 26 of theCompanies Act 2006 between the Company and the holders of Scheme Shares (as defined in thescheme document dated 21 August 2019 (as amended or supplemented, the Scheme Document))and as approved by the holders of the Scheme Shares at the meeting convened by the Court (asdefined in the Scheme Document) and as may be modified or amended in accordance with itsterms, and expressions defined in the Scheme Document (save as defined in this article) shallhave the same meanings in this article.

(b) Notwithstanding either any other provision of these articles or the terms of any resolutionwhether ordinary or special passed by the Company in general meeting, if the Company issuesany ordinary shares (other than to Bidco or its nominee(s)) after the adoption of this article andbefore the Scheme Record Time, such shares shall be issued subject to the terms of the Scheme(and shall be Scheme Shares for the purposes of the Scheme) and the original or any subsequentholder or holders of such ordinary shares shall be bound by the Scheme accordingly.

(c) Notwithstanding any other provision of these articles, subject to the Scheme becoming effective,if any ordinary shares are issued (or transferred from treasury) to any person (other than Bidcoor its nominee(s)) (a New Member) at or after the Scheme Record Time (such shares, Post-Scheme Shares), the Post-Scheme Shares shall, subject to the Scheme becoming effective, beimmediately transferred to Bidco (or to such other person as Bidco may direct) in considerationof the payment by or on behalf of Bidco to the New Member of an amount in cash for eachPost-Scheme Share equal to the consideration that the New Member would have been entitled tohad each Post-Scheme Share been a Scheme Share, provided that any New Member may, priorto the issue of any Post-Scheme Shares to such New Member pursuant to the exercise of anoption under any of the Cobham Share Plans, give not less than five business days’ writtennotice to the Company in such manner as the board shall prescribe of their intention to transfersome or all of such Post-Scheme Shares to their spouse or civil partner. Any such New Membermay, if such notice has been validly given, on such Post-Scheme Shares being issued to suchNew Member, immediately transfer to their spouse or civil partner any such Post-Scheme Shares,

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provided that such Post-Scheme Shares shall then be immediately transferred from that spouse orcivil partner to Bidco (or to such other person as Bidco may direct) pursuant to this article as ifthe spouse or civil partner were a New Member. Where a transfer of Post-Scheme Shares to aNew Member’s spouse or civil partner takes place in accordance with this article, references to“New Member” in this article shall be taken as referring to the spouse or civil partner of theNew Member. If notice has been validly given pursuant to this article but the New Member doesnot immediately transfer to their spouse or civil partner the Post-Scheme Shares in respect ofwhich notice was given, such shares shall be transferred directly to Bidco (or to such otherperson as Bidco may direct) pursuant to this article.

For the purposes of this article, Cobham Share Plans means the Cobham Long Term IncentivePlan, the Cobham Deferred Bonus Share Plan, the Cobham Savings-Related Share OptionScheme, the Cobham PLC Share Incentive Plan and the Cobham Executive Share OptionScheme 2004.

(d) On any reorganisation of, or material alteration to, the share capital of the Company (including,without limitation, any subdivision and/or consolidation) effected after the Scheme EffectiveTime, the consideration per Post-Scheme Share to be paid under article 132(c) above shall beadjusted by the board in such manner as the auditors of the Company or an independentinvestment bank selected by the Company may determine to be fair and reasonable to reflectsuch reorganisation or alteration. References in this article to ordinary shares shall, followingsuch adjustment, be construed accordingly.

(e) To give effect to any transfer of Post-Scheme Shares required by this article, the Company mayappoint any person as attorney and/or agent for the New Member to transfer the Post-SchemeShares to Bidco (or such other person as Bidco directs), to execute and deliver as transferor aform or forms of transfer or other instrument(s) or instruction(s) of transfer on behalf of theNew Member in favour of Bidco (or such other person as Bidco otherwise directs) and do allsuch other things and execute and deliver all such documents as may in the opinion of theattorney and/or agent be necessary or desirable to vest the Post-Scheme Shares in Bidco (or suchother person as Bidco otherwise directs) and, pending such vesting, to exercise all such rightsattaching to the Post-Scheme Shares as Bidco may direct. If an attorney and/or agent is soappointed, the New Member or any subsequent holder or any nominee of such New Member orany such subsequent holder shall not thereafter (except to the extent that the attorney and/oragent fails to act in accordance with the directions of Bidco) be entitled to exercise any rightsattaching to the Post-Scheme Shares unless so agreed by Bidco. The Company may give goodreceipt for the purchase price of the Post-Scheme Shares and may register Bidco (or such otherperson as Bidco otherwise directs) as holder of the Post-Scheme Shares and issue to itcertificates for the same. The Company shall not be obliged to issue a certificate to the NewMember or any subsequent holder or any nominee of such New Member or any such subsequentholder for any Post-Scheme Shares. Bidco shall send a cheque drawn on a UK clearing bank (orshall procure that such a cheque is sent) in favour of the New Member for the purchase price ofsuch Post-Scheme Shares within 14 days of the date on which the Post-Scheme Shares areissued to the New Member.

(f) If the Scheme shall not have become effective by the date referred to in sub-clause 5.2 of theScheme (or such later date, if any, as Bidco and the Company may agree and the Court and thePanel on Takeovers and Mergers may allow, if such consent is required), this article shall be ofno effect.

(g) Notwithstanding any other provision of these articles, neither the Company nor the directors ofthe Company shall register the transfer of any Scheme Shares effected between the SchemeRecord Time and the Scheme Effective Time.”

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2. THAT, subject to and conditional upon the Scheme becoming effective, pursuant to section 97 of theCompanies Act 2006: (i) the Company be re-registered as a private limited company with the name“Cobham Limited” and (ii) the articles of association of the Company be amended asfollows: (a) references to “Cobham plc” as the name of the Company be amended to “CobhamLimited”; and (b) the statement that the Company is a public company limited by shares be amendedto state that the Company is a private company limited by shares, each with effect from the date thatthe re-registration of the Company is approved by the Registrar of Companies.

By order of the board of directors of the Company Registered office:Gerhard du PlessisCompany Secretary

Brook RoadWimborne

DorsetBH21 2BJEngland

21 August 2019

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Notes to the notice of General Meeting

The following notes explain your general rights as a shareholder and your rights to attend and vote at theGeneral Meeting or to appoint someone else to vote on your behalf.

1. A copy of this Notice of General Meeting, and other information required by section 311A of theCompanies Act 2006, can be found on the Company’s website www.cobhaminvestors.com.

2. Only those persons entered on the register of members of the Company (the Register) as at 6.30 p.m.on 12 September 2019 (the Specified Time) shall be entitled to attend or vote at the General Meeting(either in person or by proxy) in respect of the number of shares in the capital of the Companyregistered in their names at that time. Changes to entries on the Register for certificated oruncertificated shares of the Company after the Specified Time shall be disregarded in determining therights of any person to attend or vote at the General Meeting.

Should the General Meeting be adjourned to a time not more than 48 hours (excluding any part of aday that is not a business day) after the Specified Time, that time will also apply for the purpose ofdetermining the entitlement of members to attend and vote (and for the purpose of determining thenumber of votes they may cast) at the adjourned General Meeting. Should the General Meeting beadjourned for a longer period, to be so entitled members must have been entered on the Register by6.30 p.m. on the date that is two days (excluding any part of a day that is not a business day) priorto the adjourned General Meeting or, if the Company gives notice of the adjourned General Meeting,at the time specified in such notice.

3. Any member of the Company who is unable or does not wish to attend the General Meeting isentitled to appoint one or more proxies to exercise all or any of his or her rights to attend and tospeak and vote on his or her behalf at the meeting. A proxy need not be a member of the Companybut must attend the meeting for the member’s vote to be counted. Appointing a proxy does notprevent a member from attending and voting in person if he or she is entitled to do so and so wishes.

4. A WHITE Form of Proxy for use by members in connection with the General Meeting is enclosedwith this notice. Proxies may be appointed by completing a WHITE Form of Proxy and returning it inaccordance with note 6 below. (Details of how to appoint a proxy are set out in the notes to theWHITE Form of Proxy.) As an alternative to completing a hard copy WHITE Form of Proxy, proxiesmay be appointed electronically in accordance with note 7 below. CREST members may appointproxies using the CREST electronic proxy appointment service (see note 8 below).

5. A member may appoint more than one proxy in relation to the meeting, provided that each proxy isappointed to exercise the rights attaching to a different share or shares held by the member. To do thisa member must complete a separate WHITE Form of Proxy for each proxy or, if appointing multipleproxies electronically, follow the instructions given on the relevant electronic facility (see notes 7 and8 below). Additional WHITE Forms of Proxy can be obtained from Equiniti Limitedon 0333 207 6534 (or +44 (0) 121 415 0855 if calling from overseas). Lines are open from 8.30 a.m.to 5.30 p.m., Monday to Friday, excluding bank holidays. A member appointing more than one proxyshould indicate on the relevant WHITE Forms of Proxy the number of shares for which each proxy isauthorised to act on his or her behalf.

6. To be valid any WHITE Form of Proxy must be completed and received by hand or by post atEquiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, not less than48 hours (excluding any part of a day that is not a business day) before the time of the GeneralMeeting or any adjournment of it. The deadline for receipt of proxy appointments also applies inrelation to amended instructions. Any power of attorney or any other authority under which the Formof Proxy is signed (or a certified copy of such authority) must be included with the WHITE Form ofProxy. A member must inform the Company’s registrars in writing of any termination of the authorityof a proxy.

7. As an alternative to completing a hard copy WHITE Form of Proxy, a member can appoint a proxyelectronically by visiting www.sharevote.co.uk. You will need your Voting I.D., Task I.D. andShareholder Reference Number (this is the series of numbers printed under your name on the WHITEForm of Proxy). Full instructions are given on the website. The proxy appointment and instructionsshould reach Equiniti Limited not less than 48 hours (excluding any part of a day that is not abusiness day) before the time appointed for the holding of the General Meeting or any adjournment ofit. You are advised to read the terms and conditions of use carefully. Any electronic communicationfound to contain a computer virus will not be accepted.

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8. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxyappointment service may do so for the General Meeting and any adjournment of it by using theprocedures described in the CREST Manual (available via www.euroclear.com). CREST personalmembers or other CREST sponsored members, and those CREST members who have appointed avoting service provider(s), should refer to their CREST sponsor or voting service provider(s), who willbe able to take the appropriate action on their behalf.

For a proxy appointment or instruction made using the CREST service to be valid, the appropriateCREST message (a CREST Proxy Instruction) must be properly authenticated in accordance withCREST specifications and must contain the information required for such instructions, as described inthe CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy oran amendment to the instruction given to a previously appointed proxy must, in order to be valid, betransmitted so as to be received by Equiniti Limited (ID RA19) by the latest time(s) for receipt ofproxy appointments specified in the notice of General Meeting, being no later than 48 hours(excluding any part of a day that is not a business day) before the time fixed for the General Meeting(or any adjournment of it). For this purpose, the time of receipt will be taken to be the time (asdetermined by the timestamp applied to the message by the CREST Applications Host) from whichthe issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed byCREST. After this time, any change of instructions to proxies appointed through CREST should becommunicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers shouldnote that Euroclear UK & Ireland Limited does not make available special procedures in CREST forany particular messages. Normal system timings and limitations will therefore apply in relation to theinput of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take(or, if the CREST member is a CREST personal member or sponsored member or has appointedvoting service provider(s), to procure that his or her CREST sponsor or voting service provider(s)take(s)) such action as shall be necessary to ensure that a message is transmitted by means of theCREST system by any particular time. In this connection, CREST members and, where applicable,their CREST sponsors or voting service providers are referred, in particular, to those sections of theCREST Manual concerning practical limitations of the CREST system and timings.

9. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out inRegulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

10. Any or all joint holders of shares may attend the General Meeting, although only one holder may votein person or by proxy. In the case of joint holders, where more than one of the joint holders purportsto vote or to appoint a proxy, only the vote or appointment submitted by the most senior holder willbe accepted. Seniority is determined by the order in which the names of the joint holders appear inthe Company’s Register in respect of the joint holding (the first-named being the most senior).

11. If two or more valid but differing appointments of a proxy are received in respect of the same sharefor use at the same meeting, the one which is last received (regardless of its date or the date of itssignature) shall be treated as replacing and revoking the others as regards that share; if the Companyis unable to determine which was last received, none of them shall be treated as valid in respect ofthat share.

12. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculationof votes for or against the resolutions. If no voting indication is given, your proxy will vote or abstainfrom voting at his or her discretion.

13. A member of the Company which is a corporation can appoint one or more corporate representativeswho may exercise on its behalf all of its powers as a member provided that they do not do so inrelation to the same shares.

14. Any person to whom this Notice of General Meeting is sent and who is a person nominated undersection 146 of the Companies Act 2006 to enjoy information rights (a Nominated Person) may, underan agreement between him or her and the member by whom he or she was nominated, have a right tobe appointed (or to have someone else appointed) as a proxy for the General Meeting. If a NominatedPerson has no such right or does not wish to exercise it, he or she may, under any such agreement,have a right to give instructions to the shareholder as to the exercise of voting rights. The statementof the rights of members in relation to the appointment of proxies in notes 3 to 7 above does not

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apply to Nominated Persons. The rights described in those notes can only be exercised by members ofthe Company. Nominated Persons are reminded that they should contact the registered holder of theirshares (and not the Company) in matters relating to the investment of their shares.

15. Voting on the resolutions will be conducted by way of a poll rather than a show of hands. This is amore transparent method of voting as member votes are to be counted according to the number ofshares held. As soon as practicable following the General Meeting, the results of the voting at themeeting and the numbers of all votes cast for and against and the number of votes actively withheldin respect of each of the resolutions will be announced via a Regulatory Information Service and alsoplaced on the Company’s website www.cobhaminvestors.com.

16. A member attending the meeting has the right to ask questions. Pursuant to section 319A of theCompanies Act 2006, the Company must cause to be answered at the General Meeting any questionrelating to the business being dealt with at the General Meeting but no such answer need be given if(a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure ofconfidential information, (b) the answer has already been given on a website in the form of an answerto a question, or (c) it is undesirable in the interests of the Company or the good order of the meetingthat the question be answered.

17. As at 19 August 2019 (being the latest practicable date prior to the publication of this Notice ofGeneral Meeting), the Company’s issued share capital consists of 2,466,961,115 ordinary shares of2.5 pence nominal value, with 75,951,724 shares held as treasury shares (representing 3.1 per cent. ofthe total ordinary share capital in issue as at 19 August 2019), and 19,700 preference shares of £1nominal value. Treasury shares retain no voting rights. On a poll, there is one vote for every £1 innominal value of shares. Therefore, the total number of voting rights in the Company as at19 August 2019 is 59,794,935.

18. You may not use any electronic address provided either in this Notice of General Meeting or anyrelated documents (including the WHITE Form of Proxy) to communicate with the Company for anypurposes other than those expressly stated.

19. The venue is wheelchair accessible. Please let the Company know in advance if any attendee willneed wheelchair assistance or has any other needs to ensure appropriate arrangements are in place.Anyone accompanying a member in need of assistance will be admitted to this meeting. Other guestswill only be admitted at the discretion of the Company.

20. The Company thanks the attendees in advance for their co-operation with the security staff at thevenue and kindly requests that each attendee provides one piece of identification, such as photographicID or a bank card. The Company does not permit cameras or recording equipment at this meeting andshould be grateful if attendees would ensure that they switch off their mobile telephones before thestart of this meeting. The Company does not permit behaviour which may interfere with anyone’ssafety or the orderly conduct of this meeting.

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