Luxfer Holdings PLC

1. 1

   Scheme Proposal

   ManagementBoard: FOR

   Approve the Scheme of Arrangement, in its original form or with any modification, addition, or condition approved or imposed by the Court, under which Double Eagle Acquisition Buyer, Inc. will acquire Luxfer’s outstanding ordinary shares for $17.37 in cash per share.

   More detail

   The Scheme Proposal asks shareholders to approve the court-sanctioned English-law Scheme of Arrangement implementing Luxfer’s acquisition by Double Eagle Acquisition Buyer, Inc. The transaction would transfer all outstanding Luxfer ordinary shares to the Buyer and pay eligible shareholders $17.37 in cash per share, subject to applicable withholding and transaction terms. Approval requires a majority in number of Scheme Shareholders present and voting, representing at least 75% in value of the Scheme Shares voted. Court sanction and satisfaction of other transaction conditions are also required before the Scheme becomes effective. The Company Board approved the Transaction Agreement and determined that the transaction is fair to and in the best interests of Luxfer and its shareholders as a whole. The Board’s recommendation followed a strategic review and negotiated sale process involving numerous strategic and financial counterparties, with Wynnchurch ultimately submitting the only final WholeCo proposal. The Board cited the all-cash certainty, negotiated premium, fairness opinion from Deutsche Bank, financing commitments, and expected transaction completion as key supporting factors. It also considered standalone-business risks, execution uncertainty, the possibility of greater future value as an independent company, transaction expenses, and management conflicts. The Board nevertheless concluded that the $17.37 consideration was the best risk-adjusted value reasonably available and recommends that shareholders vote FOR the Scheme Proposal.

2. 2

   Scheme Implementation and Articles Amendment Proposal

   ManagementBoard: FOR

   Authorize the Company Board to take actions necessary to implement the Transaction and amend the articles so shares issued after the Voting Record Time to persons other than Buyer or its nominees are subject to the Scheme or automatically acquired by Buyer for the Consideration.

   More detail

   This special resolution authorizes Luxfer’s directors or an authorized committee to take actions necessary to implement the Transaction and Scheme of Arrangement. It also amends the Company’s articles by adding Article 142, which governs shares issued or transferred during the period surrounding the Scheme. Shares issued before the Scheme Record Time become Scheme Shares and are bound by the Scheme, while post-Scheme shares issued to persons other than Buyer or its nominees must be transferred to Buyer for equivalent consideration. The amendment gives the Company authority to appoint an agent or attorney to execute transfers and restricts the new holder’s ability to exercise rights pending transfer. It also provides an adjustment mechanism for corporate actions such as splits, reorganizations, or similar events so that the Buyer and new holders receive equivalent economic treatment. Buyer must settle the consideration for Post-Scheme Shares within 14 days after transfer. The article prevents registration of transfers of Scheme Shares between the Scheme Record Time and Effective Time except transfers to Buyer or its nominee. The provision becomes ineffective if the Scheme does not become effective by the contractual long-stop date. Approval is required as a special resolution with at least 75% of votes cast, and the Board recommends FOR because the resolution is a condition to and facilitates completion of the Transaction.

3. 3

   Compensation Proposal

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the golden parachute compensation that may become payable to Luxfer’s named executive officers in connection with completion of the Transaction.

   More detail

   The Compensation Proposal asks shareholders to approve, on a non-binding advisory basis, the golden parachute compensation that may be paid to Luxfer’s named executive officers in connection with the Transaction. The vote covers compensation disclosed under Item 402(t) of Regulation S-K, including cash severance, accelerated equity vesting, benefits, and transaction success bonuses. The disclosed arrangements include both single-trigger and double-trigger elements, with severance and continued health benefits generally conditioned on a qualifying termination after the change in control. Equity awards are generally accelerated or settled for cash based on the $17.37 per-share consideration and applicable performance outcomes. Named executive officers may also receive transaction bonuses subject to continued employment through closing. The proposal is separate from approval of the Transaction and does not determine whether the Scheme or implementation resolution passes. If the Transaction closes, the compensation remains payable under the relevant agreements even if shareholders reject this advisory proposal. The Company states that the arrangements are reasonable and were designed to retain talented executives and align management with shareholders’ long-term interests. The Board recommends FOR, although the vote requires only a majority of votes cast and is not a closing condition.

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When is the Luxfer Holdings PLC 2026 special meeting?

Luxfer Holdings PLC (LXFR) holds its 2026 special shareholder meeting on Wednesday, November 4, 2026.

What is the record date for the Luxfer Holdings PLC 2026 meeting?

The record date for the Luxfer Holdings PLC 2026 meeting is Monday, November 2, 2026. Shareholders of record on or before that date are eligible to vote.

What proposals will shareholders vote on at the Luxfer Holdings PLC 2026 meeting?

Shareholders will vote on 3 proposals at the Luxfer Holdings PLC 2026 meeting, each tagged with who proposed it and the board's recommendation.