Peabody Capital plc

Peabody Capital No 2 plc

NOT FOR DISTRIBUTION (A) IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE UNITED STATES) OR TO ANY U.S. PERSON (AS DEFINED BELOW) OR (B) IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

20 February 2026

ANNOUNCEMENT OF RESULTS OF CONSENT SOLICITATION

BY

PEABODY CAPITAL PLC

(a public limited company incorporated in England and Wales, with registration number 07495083 under the Companies Act 2006)

(Peabody Capital)

relating to its

£200,000,000 5.25 PER CENT. SECURED BONDS DUE 2043

presently outstanding

(XS0606218021) (the 2043 Bonds)

PEABODY CAPITAL NO 2 PLC

(a public limited company incorporated in England and Wales, with registration number 08782139 under the Companies Act 2006)

(Peabody Capital 2 and, together with Peabody Capital, the Existing Issuers)

relating to its

£350,000,000 2.750 PER CENT. SECURED SUSTAINABILITY BONDS DUE 2034

presently outstanding

(XS2445848539) (the 2034 Bonds)

£450,000,000 3.25 PER CENT. SECURED BONDS DUE 2048

presently outstanding

(XS1875300912) (the 2048 Bonds)

£350,000,000 4.625 PER CENT. SECURED BONDS DUE 2053

presently outstanding

(XS1004042575) (the 2053 Bonds and, together with the 2043 Bonds, the 2034 Bonds and the 2048 Bonds, the Bonds)

On 20 February 2026:

(a)        Peabody Capital convened a meeting of holders of the 2043 Bonds (the 2043 Bondholders); and

(b)        Peabody Capital 2 convened separate meetings of:

(i)         holders of the 2034 Bonds (the 2034 Bondholders);

(ii)         holders of the 2048 Bonds (the 2048 Bondholders); and

(iii)        holders of the 2053 Bonds (the 2053 Bondholders and, together with the 2043 Bondholders, the 2034 Bondholders and the 2048 Bondholders, the Bondholders),

in each case for the approval by Eligible Bondholders to consider an Extraordinary Resolution:

(a)        to substitute in its place Peabody Trust (the New Issuer) as the principal debtor under such Bonds and the respective Bond Trust Deed (the Substitution);

(b)        to amend the respective Conditions of such Bonds and to amend (and, where appropriate, terminate) the respective Transaction Documents (as defined in the relevant Bond Trust Deed), to reflect the Substitution and to align certain terms with those of the New Issuer's existing bonds;

(c)        to approve the consolidation of the respective Security Trust Deed with certain other security trust deeds of the New Issuer; and

(d)        (other than in respect of the 2034 Bonds) to approve the de-listing of such Bonds from the Official List of the Financial Conduct Authority and the main market of the London Stock Exchange plc and the application for such Bonds to be admitted to trading on the International Securities Market of the LSE,

each as more fully described in the Notice of Meeting (the Original Notice) and the consent solicitation memorandum prepared by the Existing Issuers dated 27 January 2026 (the Consent Solicitation Memorandum).

The Meetings of the Bondholders were held today, the Extraordinary Resolutions were each passed and the Consent Conditions and the Additional Consolidation Conditions have each been satisfied.  Accordingly:

(i)         the Existing Issuers intend to enter into the Novation and Amendment Deeds and the Restatement and Security Trust Consolidation Deed;

(ii)        the Payment Conditions have been satisfied; and

(iii)        the Voting Fee will be paid to those Bondholders who are eligible to receive it (as described in the Original Notice and the Consent Solicitation Memorandum) on 27 February 2026.

The New Issuer will notify Bondholders of the date on which the Substitution, the Amendments, and the Consolidation and (where applicable) the Re-listing will take effect.

Terms used in this announcement and not otherwise defined herein have the meanings given to them in the Consent Solicitation Memorandum.

Further Information

Requests for information can be directed to:

Allia C&C Ltd

Cheyne House

Crown Court

62/63 Cheapside

London  EC2V 6AX

Attention:       Henrietta Podd

Telephone:     +44 (0) 203 039 3452

Email:            [email protected]

Lloyds Bank Corporate Markets plc

33 Old Broad Street

London  EC2N 1HZ

Attention:       Liability Management Team

Telephone:     +44 (0) 207 158 1726/1719

Email:            [email protected]

Kroll Issuer Services Limited

The News Building

3 London Bridge Street

London  SE1 9SG

Attention:       Owen Morris

Telephone:     +44 (0) 207 704 0880

Email:            [email protected]

Website:        https://deals.is.kroll.com/peabody

Disclaimer

This announcement must be read in conjunction with the Consent Solicitation Memorandum.  If any Bondholder is in any doubt as to the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant, independent financial, tax or legal adviser authorised under the Financial Services and Markets Act 2000, as amended, (the FSMA) (if in the United Kingdom) or other appropriately authorised financial adviser.