WNS (HOLDINGS) LIMITED ANNOUNCES PUBLICATION OF SCHEME DOCUMENT AND DETAILS OF COURT MEETING AND GENERAL MEETING

Jul 30, 2025 - 22:38
WNS (HOLDINGS) LIMITED ANNOUNCES PUBLICATION OF SCHEME DOCUMENT AND DETAILS OF COURT MEETING AND GENERAL MEETING
Mumbai, Maharashtra, India & London, United Kingdom & New York, United States – Business Wire India On July 7, 2025, WNS (Holdings) Limited (NYSE: WNS), a digital-led business transformation and services company, and Capgemini (Euronext Paris: CAP), a global business and technology transformation partner, announced that they had entered into a definitive agreement pursuant to which Capgemini would acquire the entire issued and to be issued share capital of WNS, to be effected by means of a members’ scheme of arrangement under the Companies (Jersey) Law 1991, as amended (the “Acquisition”). Publication of the Scheme Document WNS is pleased to announce that the scheme circular containing the terms of the Scheme and related notices and explanatory information (the “Scheme Document”), together with the related Forms of Proxy, is being sent to WNS Shareholders today and will be made available on WNS’ website at https://ir.wns.com. Capitalised terms defined in the Scheme Document have the same meanings in this announcement. Notices of the Court Meeting and General Meeting As described in the Scheme Document, to become effective, the Scheme will require, amongst other things, the approval of WNS Shareholders at the Court Meeting, the passing of the Resolution at the General Meeting and the subsequent sanction of the Court. The Scheme is also subject to the satisfaction or waiver of the Conditions and further terms that are set out in the Scheme Document. Notices of the Court Meeting and the General Meeting, each of which will be held at the offices of Latham & Watkins LLP located at 99 Bishopsgate, London, EC2M 3XF, United Kingdom on August 29, 2025, are set out in the Scheme Document. The Court Meeting will start at 2.00 p.m. (London Time) on that date and the General Meeting at 2.15 p.m. (London Time) or as soon thereafter as the Court Meeting is concluded or adjourned. Any material changes to the arrangements for the Court Meeting and the General Meeting will be communicated to WNS Shareholders before the Meetings by public announcement in the United States and by making such announcement available on WNS’ website at https://ir.wns.com. Actions to be Taken WNS Shareholders are requested to complete and sign the Forms of Proxy in accordance with the instructions printed thereon and return them to WNS’ registered office at 22 Grenville Street, St Helier, Jersey JE4 8PX, Channel Islands (Attn: Mourant Secretaries (Jersey) Limited), so as to be received as soon as possible and in any event not later than 2.00 p.m. (London Time) on August 27, 2025 (in the case of the Court Meeting) or 2.15 p.m. (London Time) on August 27, 2025 (in the case of the General Meeting). WNS Shareholders may also vote online following the instructions set out in the Forms of Proxy, instead of submitting the relevant Forms of Proxy by mail. Votes submitted online must be received not later than 2.00 p.m. (London Time) on August 27, 2025 (in the case of the Court Meeting) or 2.15 p.m. (London Time) on August 27, 2025 (in the case of the General Meeting). It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of the opinion of WNS Shareholders. Whether or not you intend to attend and/or vote at the Court Meeting in person, WNS Shareholders are strongly advised to sign and return your Form of Proxy for the Court Meeting (or vote online) as soon as possible and in any event prior to 2.00 p.m. (London Time) on August 27, 2025. Neither the completion and return of the Forms of Proxy, nor the submission of your vote online, will prevent you from attending, speaking at, and voting at the Court Meeting or the General Meeting if you are entitled to and wish to do so. Beneficial Holders Beneficial Holders will not be entitled to attend, speak at, vote at, or otherwise participate in either the Court Meeting or the General Meeting. Beneficial Holders as of 10.00 p.m. (London Time) on July 29, 2025 will however be entitled to instruct their broker or other Intermediary how to vote the WNS Shares in which they have a beneficial interest by completing and signing the materials provided to them in accordance with the instructions provided to them by their broker or other Intermediary. Expected Timetable of Principal Events The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also attached as an Appendix to this announcement. Subject to obtaining the approval of WNS Shareholders and the Court, and the satisfaction or, where applicable, the waiver of the other Conditions (as set out in the Scheme Document), the Scheme is currently expected to become effective by the end of 2025. About WNS WNS (Holdings) Limited (NYSE: WNS) is a digital-led business transformation and services company. WNS combines deep domain expertise with talent, technology, and AI to co-create innovative solutions for