THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES IN APPENDIX II OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN EUROPEAN GREEN TRANSITION PLC IN ANY JURISDICTION IN WHICH SUCH INVITATION, SOLICITATION, RECOMMENDATION, OFFER, SUBSCRIPTION OR ADVICE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EU (WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF THE PLACING WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED IN MAR), AS PERMITTED BY MAR. THIS INSIDE INFORMATION IS SET OUT IN THIS ANNOUNCEMENT. THEREFORE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION RELATING TO THE COMPANY AND ITS SECURITIES.

CAPITALISED TERMS USED IN THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) (THE "ANNOUNCEMENT") HAVE THE MEANINGS GIVEN TO THEM IN APPENDIX III TO THIS ANNOUNCEMENT, UNLESS THE CONTEXT PROVIDES OTHERWISE.

European Green Transition PLC

("EGT", or the "Company")

Proposed placing and subscription to raise approximately £7.5 million

European Green Transition plc (AIM: EGT), a company focused on acquiring, integrating and optimising revenue-generating and profitable services businesses in the critical infrastructure sector, announces a proposed fundraise to raise gross proceeds of approximately £7.5 million before expenses by the issue of new ordinary shares of 0.25 pence each in the Company ("Ordinary Shares") at a price of 6 pence per Ordinary Share (the "Issue Price") via a placing and subscription ("Fundraise"). The Fundraise of approximately £7.5 million includes the conversion of £1.5 million into new Ordinary Shares at the Issue Price pursuant to the Bridge Facilities (Facility 1) as further set out in this Announcement.

The Placing will be conducted through an accelerated bookbuilding process (the "Bookbuild"), which will be launched immediately following release of this Announcement.

The Issue Price represents a discount of approximately 7.7 per cent. to the closing price per ordinary share of 6.5 pence on 10 March 2026, being the last Business Day prior to this announcement.

The following sets out the background to, and the reasons for, the Fundraise and explains why the Directors consider the Fundraise to be in the best interests of the Company and its Shareholders as a whole.

Transaction Highlights

·    Further to the Company's announcement on 25 February 2026 where it announced, amongst other things, the acquisition of an established, EBITDA profitable onshore wind turbine operating, maintenance, repairing, and remote monitoring business (the "O&M Business") in the UK and Ireland (the "Acquisition") and its intention to launch a placing to raise approximately £5 million, the Company has upscaled its fundraise intention due to investor demand to raise gross proceeds of c.£7.5 million.

·    OAK Securities is acting as broker and sole bookrunner in relation to the Placing.

·    The net proceeds of the Fundraise are to be used to:

o  repay the short-term Bridge Facilities of £1.5 million (Facilities 2 and 3) (further details are set out in Appendix I of this Announcement); with the remaining £1.5 million (Facility 1) automatically converting to equity as part of the Fundraise at the Issue Price;

o  strengthen the balance sheet of the enlarged group;

o  support the continued development and growth of the O&M Business, including the delivery of the repowering pipeline and projected growth initiatives; and

o  pursue selective strategic bolt-on acquisitions to support expansion of services across the critical infrastructure sector in the UK, Ireland, and Europe, such as water, energy, roads, and data centres funded through operating cash flows.

·    Cathal Friel, Co-founder and Executive Chair of the Company, has indicated his intention to participate in the Subscription via Raglan Road Capital Limited ("Raglan Capital").

·    The Fundraise is conditional upon, amongst other things, the resolutions required to implement the Fundraise being duly passed by Shareholders at the General Meeting.

·    The Company intends to publish and send a circular ("the Circular")  to Shareholders on or around 13 March 2026, which will contain the Notice of General Meeting proposing the Resolutions. The Circular will also be available on the Company's website.

·    Further details are set out in Appendix I of this Announcement, which contains an extract from the Circular to be published in due course, and which includes details of the Fundraise and a Related Party Transaction. (Certain references to "document" in Appendix I are references, in that context, to this Announcement.)

Oak Securities (a trading name of Merlin Partners LLP) is acting as broker and sole bookrunner in connection with the Placing. Panmure Liberum Limited ("Panmure Liberum") is acting as nominated adviser to the Company. The Placing Shares are being offered by way of the Bookbuild only to qualifying investors, which will be launched immediately following the release of this Announcement, in accordance with the terms and conditions set out in Appendix II to this Announcement.

Neither the Placing nor the Subscription has been underwritten.

The timing of the closing of the Bookbuild and the allocation of Placing Shares to be issued at the Issue Price are to be determined at the discretion of the Company and Oak Securities

A further announcement will be released by the Company following the close of the Bookbuild, confirming the results of the Placing and Subscription.

The person responsible for arranging this announcement on behalf of the Company is Jack Kelly, the CFO of the Company.

The Fundraise is subject to the terms and conditions set out in Appendix II to this Announcement. Capitalised terms used in this announcement (including the appendices (the "Appendices" and together, this "Announcement")) have the meanings given to them in Appendix III headed "Definitions" at the end of this Announcement, unless the context provides otherwise.

Expected Timetable of Principal Events in relation to the Fundraise:

Notes:

(i)                    References to times in this Announcement are to London time (unless otherwise stated).

(ii)                  If any of the above times or dates should change, the revised times and/or dates will be notified by an announcement to an RIS.

(iii)                 The timing of the events in the above timetable and in the rest of this Announcement is indicative only.

(iv)                 Certain of the events in the above timetable are conditional upon, inter alia, the passing of the Resolutions to be proposed at the General Meeting.

Panmure Liberum Limited , which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser to the Company and for no-one else in connection with the Placing and the other matters referred to in this Announcement. Panmure Liberum will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice to any other person in relation to the Placing or any other matter referred to herein.

Oak Securities (a trading name of Merlin Partners LLP, which is authorised and regulated in the United Kingdom by the FCA), is acting as sole bookrunner for the Company and for no-one else in connection with the Placing, and Oak Securities will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice to any other person in relation to the Placing or any other matter referred to herein.

Enquiries

APPENDIX I

EXTRACT FROM THE CIRCULAR

On 25 February 2026, European Green Transition plc ("EGT" or the "Company") announced that it had entered into an agreement with the court-appointed liquidators of Arena Capital Partners Limited (in liquidation) ("ACP") to acquire ACP's onshore wind turbine operating, maintenance, repairing, and remote monitoring business (the "O&M Business") (the "Acquisition"). Further to the Company's announcement on 25 February 2026 where it announced, inter alia, the intention to launch a fundraise placing to raise approximately c.£5 million, the Company has upscaled its fundraise intention due to investor demand to raise gross proceeds c.£7.5 million. Further details are set out in section 12.

The Acquisition marks a pivotal milestone in the execution of EGT's strategy to build a portfolio of revenue generating and cash generative businesses supporting critical infrastructure services. The Directors believe that the addition of the O&M Business, an EBITDA profitable critical infrastructure services platform. is in line with EGT's strategy set out at IPO.

The Acquisition has been agreed at an equity valuation of approximately £3.50 million on a cash-free, debt free basis, representing approximately 3.9x 2025 adjusted EBITDA and 2.3x 2024 EBITDA, which the Directors believe reflects an attractive entry valuation relative to comparable transactions in the renewable energy services sector.

The O&M Business is an established critical infrastructure services platform serving the UK and Irish markets, with a primary focus on onshore wind assets. The business provides contracted operations and maintenance ("O&M"), asset management, repairing and remote monitoring services across over 900 onshore wind turbines located in England, Scotland, Wales and Northern Ireland, supported by a workforce of approximately 78 experienced professionals. The platform operates through a number of subsidiaries, including Earthmill Holdings Limited (GB) (100% owned), Wind Energy Partnership Limited (ROI) (85% owned), Silverford Engineering Limited (NI) (85% owned through Wind Energy Partnership Limited) and Anemos Analytics Ltd (GB) (52% owned).

The O&M Business generated approximately £14.7 million of revenue (2024: £14.4 million) and £0.9 million of adjusted EBITDA (2024: £1.5 million) for the financial year ended 31 December 2025, across contracted and recurring O&M revenues. A substantial proportion of revenues are derived from contracted services, providing a high degree of forward visibility supported by long-standing client relationships and an established operational footprint headquartered in Harrogate with regional depots supporting operations in Wales, Scotland, Northern Ireland and England.

The O&M Business provide near-term and medium-term revenue visibility to deliver significant growth in 2026 and beyond:

·    Repowering opportunity (replacing and upgrading ageing wind turbines with newer, more powerful and efficient models):

·   UK government policy changes took effect in summer 2025, lifting the onshore wind planning permission ban, creating a significant and immediate growth opportunity for repowering turbines across the UK

·    Heads of terms signed with approximately 50 clients to deliver new repowering projects (average approximately £450k contract value) providing a possible £19 million repowering pipeline visibility

·   The O&M Business' management have identified approximately 280 additional qualified repowering prospects in the near future

·    Repowering contracts are often followed by multi-year operating, maintenance, repairing, and remote monitoring relationships, further strengthening longer term revenue visibility

·   Core operating, maintenance, repairing, and remote monitoring business delivered £12.8 million revenue in 2025 across the O&M Business' portfolio of over 900 turbines in the UK and Ireland, with multi-year relationships supporting recurring and repeatable revenue

In addition, the O&M Business maintains a strategic inventory of OEM (Original Equipment Manufacturer) turbine parts worth approximately £3.95 million including turbines, blades and gearboxes. and owns proprietary Original Equipment Manufacturer ("OEM") intellectual property relating to specific turbine platforms. This provides a strong market position to the O&M Business, supporting rapid fault resolution and the long-term servicing of ageing turbine fleets. The business also benefits from condition monitoring and analytics technology through Anemos Analytics, enabling predictive maintenance and reduced unplanned downtime.

The O&M Businesses provides a platform to achieve the Board's medium-term target of £50 million revenue and double-digit EBITDA margins. The Company's strategy to achieve this includes:

1.   delivering strong organic growth from the O&M Businesses by expanding the services offering across new and existing client relationships;

2.   focusing on targeted operational improvements and efficiencies to drive margin expansion;

3.   focusing on strong free cash flow generation to fund a progressive dividend policy from the first full year following completion of the Acquisition, targeting annual dividend growth of approximately 5%.; and

4.   Pursuing a disciplined capital allocation policy for small, strategic bolt-on acquisitions to support expansion of services across the critical infrastructure sector, funded through operating cash flows supplemented by prudent leverage and deferred consideration of 1-2x EBITDA where appropriate.

As at 31 December 2025, EGT had a cash balance of £2.3 million. To complete the Acquisition in an accelerated timeline, EGT entered short term bridge financing agreements with Raglan Road Capital Limited ("Raglan Capital"), Roaring Waters Capital Limited ("Roaring Waters") and other parties for a total of £3.0 million ("Bridge Facilities"). £1.5 million of the Bridge Facilities will automatically convert into equity at completion of the Fundraise at a placing price to be determined ("Placing Price"). Net proceeds from the Fundraise will be used to repay the remaining £1.5 million of the Bridge Facilities and provide additional working capital to support the continued development and growth of the business.

EGT has entered into an agreement with the court-appointed liquidators of ACP to acquire the O&M Business. The appointment of liquidators to ACP was driven primarily by capital structure constraints at the holding company level and the underlying O&M Businesses has traded profitably in recent years and continued to trade profitably in 2025 as ACP entered examinership and subsequently liquidation.

Accordingly, the Directors believe that the Acquisition represents the purchase of a revenue-generating critical infrastructure platform through a competitive liquidation process, rather than being driven by any deterioration in the underlying operational performance of the O&M Business. Furthermore, the Directors believe the Acquisition has been agreed at an attractive valuation for a business operating in a growing sector, with comparable companies typically transacting at materially higher multiples.

As part of the Fundraise, the Company intends to raise approximately £7.5 million before expenses through the placing and subscription of approximately 125,000,000 new Ordinary Shares  to repay the Bridge Facilities and provide working capital to grow the O&M Business. Shareholders will be asked to consider the Resolutions that will be put to shareholders for their consideration and approval at a General Meeting to be held at the offices of DAC Beachcroft LLP at The Walbrook Building, 25 Walbrook, London EC4N 8AF on 30 March 2026 at 09.30 a.m.

Appendix III of this document contains definitions of words and terms that have been used throughout it. Please refer to Appendix III as you review this document.

The Directors intend to use the net proceeds of the Fundraise to:

a.   repay £1.5 million of the Bridge Facilities (Facilities 2 and 3), with the remaining £1.5 million (Facility 1) automatically converting to equity as part of the Fundraise at the Placing Price;

b.   strengthen the balance sheet of the enlarged Group;

c.   support the continued development and growth of the O&M Business, including the delivery of the repowering pipeline and projected growth initiatives; and

d.   pursue selective strategic bolt-on acquisitions to support expansion of services across the critical infrastructure sector in the UK, Ireland, and Europe, such as water, energy, roads, and data centres funded through operating cash flows.

The O&M Business comprises a group of established onshore wind O&M businesses operating across the UK and Ireland, providing operating, maintenance, repairing, and remote monitoring services to onshore wind turbines, supplemented by a condition monitoring analytics technology, Anemos Analytics.

The O&M Businesses provides services through five key subsidiaries, EGT has acquired ACP's shareholding in each of these companies the subsidiaries as outlined below:

The remaining 15% of WEP is held by Tom Carroll, MD of the Irish O&M Business. The remaining 48% of Anemos is held by Simone Lorenzi and Graham Martin.

The O&M Business are led by an experienced operational management team who will work closely with the EGT team to run the O&M Business going forward.

The Board of EGT believes the Acquisition presents an attractive opportunity for EGT to acquire an established O&M platform business with the following key characteristics:

Established market position and EBITDA profitable: Collectively, the O&M Business reported approx. £14.7m in revenues and adjusted EBITDA of approximately £900k in FY25 and continues to demonstrate an established market position across the UK and Ireland. This performance is supported by a large client base and is expected to continue, with further expansion projected for 2026 and 2027, largely driven by repowering opportunities.

Recurring & repeatable revenue model: The O&M Business provides annually recurring operations, maintenance and remote monitoring income across over 900 turbines in the UK and Ireland alongside repeatable retrofit upgrade programmes to turbine owners. This recurring, repeatable model further strengthens forward revenue visibility.

Attractive repowering pipeline in a growing market: The Directors believe the O&M Business is well-positioned to capitalise on accelerating demand across the UK and Ireland. The current repowering pipeline includes signed heads of terms agreed for approximately 50 turbine repowering projects. This pipeline represents substantial future revenue streams with average repowering project values equating to c.£450k providing a possible £19 million repowering pipeline visibility. Repowering contracts are often followed by multi-year operating, maintenance, repairing, and remote monitoring relationships, further strengthening longer term revenue visibility

Robust client base and long-term relationships: The O&M Business maintain a large client portfolio, providing recurring revenue streams across the UK and Ireland. Combined with the repowering potential, this ensures resilience and continued growth for the O&M Business.

Strategic ownership of intellectual property and inventory components: The O&M Business own the intellectual property for Endurance turbine models, providing a strong market position, enabling rapid fault resolution and operational continuity for clients. In addition, the business maintains a strategic inventory of OEM turbine parts valued at £3.95 million, including turbines, blades, and gearboxes, ensuring rapid fault resolution and operational continuity for clients.

Highly skilled and experienced workforce: The O&M Business benefit from an experienced team of 78 professionals, including qualified on-site engineers and in-house technical specialists. This team brings deep sector expertise in SCADA (Supervisory control and data acquisition) design, engineering, and asset management, enabling the O&M Business to deliver a range of services to its clients.

Proprietary technology driving operational efficiency: Through Anemos Analytics, the majority-owned condition monitoring software technology, clients benefit from predictive maintenance, reduced downtime, and improved energy yields for their wind turbines. This proprietary technology helps create pipeline and project work for the O&M Business and has white-label potential for international markets and beyond wind turbines.

A.  Overview of Earthmill

Earthmill is a UK-based onshore wind turbine maintenance specialist focused on small to medium-scale wind solutions. Founded in 2009 by Steve Milner, the company quickly became a leading distributor of Endurance wind turbines, establishing itself as a trusted partner for farmers seeking to reduce energy costs and generate income through renewable incentives.

Earthmill is headquartered in Harrogate, with regional inventory depots in Cornwall, Wales, and Scotland.

Earthmill has over 750 onshore wind turbines under contract, and Earthmill has continued to trade profitably across 2025, despite the ongoing issues with its former parent company, ACP.

B.  Core Service Lines

1.   Wind turbine supply & installation: Earthmill specialises in 50 - 250 kW turbines for agricultural and rural sites, managing the full process from feasibility and planning to grid connection and commissioning.

2.   O&M: Earthmill maintains over 750 turbines across the UK, offering  remote monitoring, servicing, rapid repairs, and support from four regional depots.

3.   Turbine upgrades & repowering: Earthmill delivers retrofit upgrades for turbines, refurbishing or replacing ageing wind turbine components to extend their lifespan. Earthmill owns the IP behind Endurance turbines, ensuring strong market position and enabling rapid fault resolution and operational continuity for clients.

4.   Strategic InventorySpare parts inventory of £3.95m across the O&M Business ensures quick repairs and minimises downtime for turbine owners.

C.  Earthmill's Geographic Footprint

Head Office:

·    Harrogate, Yorkshire

Region Depots:

·    Bathgate, Scotland

·    Narbeth, Wales

·    Perranporth, Cornwall

D.  Senior Management Team

Earthmill is supported by an experienced senior management team, including:

Dave Broadbank (Managing Director) - Dave has worked at Earthmill since April 2011. Holding the position of Operations Manager, Director and currently Managing Director.

Dave has been instrumental in the continued growth of the business and successful delivery of c.300 installed wind turbines to Earthmill clients and manages the fleet of over 750 operational assets in the UK.

Dave Smith (Head of Operations) - Dave has worked at Earthmill since 2012. Holding the position of Project Manager, responsible for new installations from 2013 onwards. Dave then moved to Operations Manager and then Head of Operations as the business expanded.

He is now responsible for the Regional Operations Managers, Procurement team and also the Project Management team.

Oliver Leake (Head of Commercial and Customer Services) - Oliver started at Earthmill in 2013, joining as a Marketing Executive and progressing to Marketing Manager, Customer Services Manager and currently Head of Commercial and Customer Services.

Oliver leads business development activities and plays a key role in projects and the rollout of new products and services, most recently the company's repowering offering.

He oversees client relationships across both private and commercial clients, manages their contracts, leads both the technical support and client service teams and forms part of Earthmill's senior leadership team.

Jim Sherwin (Head of Sales) - Jim re-joined Earthmill Maintenance in 2025 to lead the Sales division, driving the company's repowering proposition across its national client base.

Previously National Sales Manager at Earthmill Limited (2012 -2015and has held marketing leadership roles across media, professional services, and renewables.

E.   Earthmill's Capabilities and Service Offering

Endurance Wind Power IP

Earthmill's ownership of the official Endurance Wind Power IP offers clients a trusted, OEM-backed solution for extending turbine life and improving reliability. It also ensures a recurring revenue stream through servicing and upgrades, while delivering tangible client benefits such as reduced downtime,

Northern Power Systems

Earthmill is also the licensee of the IP for Northern Power System (NPS) turbines and operates as the sole UK service provider for these turbines, a position underpinned by its unique access rights to the proprietary operational software required for maintenance and optimisation.

This agreement is secured through Earthmill's established relationship with Northern Power Systems Italy, ensuring that Earthmill is the only company authorised to utilise NPS's operational software within the UK market.

F.   Key Growth Drivers for Earthmill

Repowering

Repowering involves the replacement and upgrading of aging wind turbines with newer, more powerful and more efficient turbines, increasing energy yield and power output. Repowering is a core pillar of Earthmill's growth strategy and a driver of both near-term project revenues and longer-term contracted, recurring income. Earthmill has operational experience in delivering turnkey repowering programmes.

Repowering contracts are often followed by multi-year operating, maintenance, repairing, and remote monitoring relationships, further strengthening longer term revenue visibility. Earthmill source genuine Vestas parts and turbines for its repowering projects.

The UK Government launched a major new onshore wind strategy in 2025 to kickstart onshore wind development after a defacto 9 year ban in England on developing onshore wind capacity, and this has created a significant increase in repowering development for Earthmill as wind turbine owners seek to maximise their feed-in-tariff revenue.

Earthmill's current repowering pipeline demonstrates strong market traction. Management reports approximately 280 qualified prospects have been engaged with, of which approximately 50 Heads of Terms have been signed. These approximately 50 Heads of Terms equate to £19m in potential revenue.

 The near term status of the repowering pipeline is as follows:

·    ~280 qualified prospects engaged across the existing customer base of ~900 turbines

·    £126m total pipeline opportunity across existing client base

·    ~50 heads of terms signed

·    22 planning approvals grants, contracts signed

·    2 commissioned (2025)

·    2-3 completing in Q1-2026

Average repowering contracts currently equate to approximately £450k per project, with some larger repowering projects equating to approximately £700k in revenue for Earthmill.

Repowering has a strong, repeatable pull-through into higher-value, longer-duration O&M contracts and often supports a pathway towards five-year contracts with significant increases in annual O&M fees on each turbine. An additional recurring revenue uplift can occur from migrating existing clients to enhanced O&M agreements and onboarding new repowering clients onto new O&M contracts.

A.  Overview

WEP and Silverford (collectively the "Irish O&M Business") form an integrated wind O&M business headquartered in Northern Ireland, providing services across the full turbine lifecycle: supply, installation, O&M, repowering, and remote monitoring.

The Irish O&M Business have offices in Dungannon, Northern Ireland and Portlaoise, in the Republic of Ireland providing O&M reach across the island of Ireland. The Irish O&M Business provides O&M services to over 140 turbines for a wide range of models such as Endurance, Vestas, Northern Power, WTN and GAIA.

The Irish O&M Business is managed by Tom Carroll. Tom is a 15% shareholder in WEP and has served as MD of the Irish O&M Business since the acquisition of Silverford in 2020, managing customer contracts, technical support and service teams for the Irish O&M Business.

The Irish O&M Business are supported by an operational team of six employees across WEP and Silverford, comprising one administrative professional, two accounts personnel, and three technicians.

B.  Core Services

The Irish O&M Business' core service offering includes:

1.   Turbine Supply, Installation & Commissioning:

•     Supply, install, and commission new and refurbished turbines

2.   Operations & Maintenance Services:

•     Full O&M services for WTN, Vestas and Endurance models

3.   Repowering & Major Components:

•     Turnkey repowering solutions and large component exchanges

4.   Performance Monitoring, Analytics & Reporting:

•     Real-time monitoring and predictive maintenance

C.  Current pipeline & growth opportunities

The business is actively pursuing a robust pipeline of new contracts, which underscores its strong market presence and ability to deliver turnkey solutions in both O&M and repowering segments.

Anemos Analytics delivers advanced condition monitoring and predictive analysis, using real-time multi-sensor data to detect faults early and optimise maintenance. Anemos provides the following solutions:

•     Advanced Condition Monitoring System (CMS) with multi-sensor vibration detection for wind turbines

•     Real-time monitoring using tri-axial sensors and high-frequency data

•     Analysis and trending with automated alarming features

•     Predictive analytics to forecast potential failures

•     Clear identification of degradation in critical turbine components

•     Non-Destructive Testing (NDT) services performed

Key value drivers for clients utilising the Anemos platform:

•     Anemos can detect component failures early and optimize maintenance schedules and reduce cost

•     Anemos can provide advanced warning that failures may occur in the near future.

•     The platform may also be suitable for white-label arrangements, which could support entry into selected international markets and beyond wind turbines

The Anemos platform was first deployed in April 2025 and is currently implemented across 90 turbines. The business plans to extend deployment to an additional 200 turbines during 2026 and 2027.

Europe represents one of the largest global wind markets, with approximately 285 GW of installed capacity and forecasts expecting total installations to approach 450 GW by 2030, driven primarily by onshore deployment and underpinned by long-term policy support for renewable generation.

This expanding capacity is complemented by an ageing fleet of turbines, supporting increased demand for operations, maintenance and repowering services which are critical to sustaining generation from existing grid-connected infrastructure. Operations and maintenance expenditure is typically non-discretionary in nature, while renewable assets commonly operate for 20-25 years and are frequently subject to lifetime extension, refurbishment or repowering.

Competitors are often either smaller local operators or OEM-aligned service providers tied to their own turbine platforms. Asset owners increasingly favour experienced multi-brand service providers.

Recent transaction activity highlights continued strategic and financial investor interest in the sector. Renew Holdings plc acquired Full Circle Group, a specialist provider of monitoring, repair and maintenance services for onshore wind turbines, for an enterprise value of approximately €60 million, implying around 10x EV / EBITDA. The Directors believe the Acquisition of the O&M Businesses by EGT, at an approximately 3.9x 2025 adjusted EBITDA multiple (2.3x 2024 EBITDA), represents an attractive entry point relative to disclosed precedent transactions.

The Directors believe that the Acquisition marks a pivotal milestone in the execution of EGT's medium-term strategy to build a portfolio of revenue generating and profitable businesses in the critical infrastructure sector across the UK, Ireland, and Europe.

The Acquisition provides a platform to achieve EGT's new medium-term target of £50 million revenue and double-digit EBITDA margins. The Company's strategy to achieve this includes:

·    Delivery of strong organic growth from the O&M Business by expanding the service offering across new and existing client relationships.

·    Focus on targeted operational improvements and efficiencies to drive margin expansion.

·    Focus on strong free cash flow generation to fund a progressive dividend policy from the first full year following completion of the Acquisition, targeting annual dividend growth of approximately 5%.

·    Pursue a disciplined capital allocation policy for small, strategic bolt-on acquisitions to support expansion of services across the critical infrastructure sector in the UK, Ireland, and Europe, such as water, energy, roads, and data centres funded through operating cash flows supplemented by prudent leverage and deferred consideration of 1-2x EBITDA where appropriate.

EGT successfully completed its initial public offering on AIM in April 2024. Since IPO, the Company has focused on acquiring revenue-generating businesses aligned with the green economy transition and supporting critical infrastructure services, specifically targeting distressed assets with strong revenue profiles.

EGT's Existing Assets

EGT holds a portfolio of projects aligned with the energy transition across critical minerals in Europe, at varying stages of development:

Olserum Rare Earth Element Project (Sweden)

Following its IPO, the Company made considerable progress on the Olserum Rare Earth Element ("REE") project in Sweden with a successful 1,500m drill programme which proved the district scale potential for REEs at the Olserum REE project.

The current geopolitical uncertainty has highlighted the urgent requirement for Europe to establish a secure supply of REEs to support European industry and the Olserum REE project has the potential to be a critical supplier of REEs to Europe in the near future. With no active REE mines currently operating in Europe, EGT believes the Olserum REE project holds significant value and could be of critical strategic importance for Europe's REE supply security in the years ahead.

International focus on REEs has grown in recent months, driven by their critical role in global supply chains, particularly in the production of permanent magnets essential to the renewable and defence sectors. China currently dominates the global supply, processing and refining of REEs and, with geopolitical tensions rising globally, there is a pressing need to establish a secure and resilient REE supply within Europe.

In May 2025, EGT announced that the Olserum REE licence was extended for a further four-years, to June 2029. EGT believes the Olserum REE project is now well positioned for sale or partnership with a large, established mining company who can support its future development while generating an attractive return for EGT shareholders.

Pajala Copper Project (Sweden)

The Pajala project, located in northern Sweden, has confirmed copper potential in addition to high-grade graphite from historic work.

The licences have been extended by three years to March 2028 given the work conducted by EGT. Similar to EGT's approach for the Olserum REE project, EGT is confident of realising value for shareholders from this project through sale or partnership. EGT entered into an exclusive 6 month option to sell the Pajala Copper project with Recovery Metals Cyprus in October 2025, with diligence ongoing.

The strength of copper prices, which reached record highs in recent months, has continued to make the project attractive to third parties as copper remains a critical component for the electrification of the global economy.

The financial figures presented below relate to the proforma consolidated financial statements for Earthmill, WEP and Silverford. FY24 figures are audited and FY25 figures are as per management accounts. 

Details of the Placing and the Placing Agreement

The Company intends to place the Placing Shares at the Placing Price with new and existing institutional and other investors.

The Placing, which is not underwritten, is conditional upon, amongst other things:

·    the passing of the Resolutions at the General Meeting;

·    the Company having complied with its obligations under the Placing Agreement to the extent the same fall to be performed prior to Admission;

·    the Company having received the sums payable under the Subscription Agreements in respect of the Subscription Shares; and

·    Admission taking place on or before 8.00 a.m. on 31 March 2026 (or such later date as Panmure Liberum, Oak Securities and the Company may agree, being not later than 30 April 2026).

The Placing Shares will be credited as fully paid and will, on Admission, rank pari passu in all respects with all other Ordinary Shares then in issue, including the right to receive all dividends or other distributions declared, paid or made on or after Admission.

Pursuant to the terms of the Placing Agreement, Oak Securities has conditionally agreed to use its reasonable endeavours, as agent for the Company, to procure subscribers for the Placing Shares at the Issue Price. The Placing is not being underwritten.

The Placing Agreement contains customary warranties from the Company in favour of Oak Securities and Panmure Liberum in relation to, amongst other things, the accuracy of the information in the Circular and other matters relating to the Group and its business. In addition, the Company has agreed to indemnify Oak Securities and Panmure Liberum in relation to certain liabilities they may incur in respect of the Fundraise.

Oak Securities and Panmure Liberum have the right to terminate the Placing Agreement in certain circumstances prior to Admission, including where any warranties given in the Placing Agreement are or become untrue, inaccurate or misleading in any material respect, material breach by the Company of any of its obligations under the Placing Agreement, the occurrence of a force majeure event or in the event of a material adverse change in the financial position or prospects of the Company.

The obligations of Oak Securities and Panmure Liberum under the Placing Agreement are conditional, inter alia, upon the Resolutions being passed at the General Meeting, and Admission occurring by 8.00 a.m. on 31 March 2026 (or such later date as may be agreed by the Company, Oak Securities and Panmure Liberum, being not later than 30 April  2026).

Details of the Subscription

The Subscription Shares are being subscribed for directly by the Subscribers at the Placing Price pursuant to the Subscription Agreements. The Subscription remains conditional, among other things, upon (a) the Resolutions as set out in the Notice of General Meeting being approved by Shareholders and (b) Admission becoming effective by no later than 8.00 a.m. on 31 March 2026 (or such later date as may be agreed by the Company, Oak Securities and Panmure Liberum, being not later than 30 April 2026). The Subscription is not being underwritten, and the Subscription Shares are subject to scale back at Company's absolute discretion. Furthermore, the Subscription will not proceed if the Placing does not proceed.

Application will be made for the Subscription Shares to be admitted to trading on AIM. It is expected that the Subscription Shares will be admitted to trading on AIM and that dealings will commence in the Subscription Shares on AIM at 8.00 a.m. on 31 March 2026 (or such later date as may be agreed by the Company, Oak Securities and Panmure Liberum, being not later than 30 April 2026).

The Placing Price was determined having regard to market conditions at the time the Placing Agreement was entered into. The closing mid-market price of an Ordinary Share on AIM on the trading day prior to the announcement of the Placing was 6.5 pence and the Placing Price therefore represents a 7.7 per cent. discount. The Directors believe that the Placing Price is fair and reasonable insofar as Shareholders are concerned.

Subject to, inter alia, the passing of the Resolutions, application will be made for the New Ordinary Shares to be admitted to trading on AIM. Admission is expected to occur and dealings are expected to commence in the New Ordinary Shares on AIM at 8.00 a.m. on 31 March 2026.

Further announcements regarding the Placing and the Subscription will be made in due course.

Bridge Facilities

In order to complete the Acquisition in an accelerated timeline, the Company entered into short-term bridge financing totalling £3.0 million comprising:

- Facility 1: £1.5 million from Roaring Waters Capital Limited

- Facility 2: £1.1 million from Raglan Road Capital Limited

- Facility 3: £400,000 from high net worth investors

The Bridge Facilities were drawn down on completion of the Acquisition.

Further details in relation to the Bridge Facilities as announced on 25 February 2026:

In order to facilitate the Acquisition as part of a competitive process with an accelerated timetable, the Company entered into short-term Bridge Facilities totalling £3.0 million which, alongside the Company's existing cash resources, will fund the £3.5 million consideration and provide sufficient working capital for the enlarged group. 

The Bridge Facilities comprise three separate short-term Facilities:

Facility 1: £1.5 million provided by Roaring Waters, which carries no interest and will automatically convert into equity at the Placing Price upon completion of the Fundraise. Upon completion of the Fundraise, the Company will issue warrants to subscribe for ordinary shares in the Company to Roaring Waters equal to 35% of the commitment exercisable at the Placing Price for a six-year term. In the event the Fundraise is not completed within three months following the date of the Facility, the number of warrants issued will increase by 1% per month until the earlier of completion of the Fundraise, or the termination of the facility being 12 months from the date of this announcement.

Facility 2: £1.1 million provided by Raglan Capital an entity of which Cathal Friel, Executive Chair, is also a director. This is a 12 month facility, however it is the Company's intention to repay this short-term loan following completion of the Fundraise in the coming weeks. The facility is a loan bearing interest of 1.75% per month for the first three months, and 2.5% per month for the remaining nine months, and includes an arrangement fee of 2.25% of the total commitment. The minimum return on the facility is 7.5% of the total commitment. No repayment of Facility 2 is permitted until Facility 1 and Facility 3 have each been repaid in full.

The Company will issue warrants to subscribe for ordinary shares in the Company to Raglan Capital equal to 25% of the committed funds, exercisable at the Placing Price for a six-year term ("Raglan Warrants"). The Raglan Warrants will only be issued upon completion of the Fundraise.

Raglan Capital, and parties acting in concert with it, are currently interested in approximately 33.5% of the existing voting rights of the Company. Following completion of the Fundraise, and pursuant to Facility 2 detailed above, Raglan Capital will be issued with the Raglan Warrants. Pursuant to the loan agreement between EGT and Raglan Capital, Raglan Capital has agreed not to exercise the Raglan Warrants, if following exercise of the Raglan Warrants, Raglan Capital, and parties acting in concert with it, would hold an interest above 29.9% in the voting rights of the Company or if the exercise of the Raglan Warrants would otherwise trigger, on Raglan Capital, and parties acting in concert with it, an obligation to make a general offer for all of the existing ordinary shares in the Company (not held by them) to be made under Rule 9 of the City Code on Takeovers and Mergers.

Facility 3: £400,000 provided by high net worth investors under separate facility agreements, each with a monthly interest rate of 2.5% and a minimum return of 5% of the total commitments. This is a 12 month facility, however it is the Company's intention to repay the short-term bridge loans following completion of the Fundraise. Upon completion of the Fundraise, the Company will issue warrants to subscribe for ordinary shares in the Company equal to 25% of the committed funds, exercisable at the Placing Price for a six-year term.

Each of the Bridging Facilities is subject to security granted by the Company with Facility 3 ranking pari passu with Facility 1 and ahead of Raglan Capital in the repayment waterfall.

Facility 1, totalling £1.5 million, will automatically convert into 25 million Ordinary Shares at the Placing Price upon completion of the Fundraise. Facility 2 and Facility 3 above, totalling £1.5 million, will be repaid in full from the net proceeds of the Fundraise following its completion.  

Raglan Road Capital Limited, which is controlled by Cathal Friel, Executive Chair of the Company, holds an interest in 13.8% of the Existing Ordinary Shares directly. Cathal Friel holds 5.3% of the Existing Ordinary Shares and is a director of both the Company and Raglan Capital.

Raglan Professional Services Limited ("Raglan Professional"), a company controlled by Cathal Friel, has provided consulting services in connection with the Fundraise and will be entitled to receive a transaction fee of £159,000 plus VAT (if applicable) for these services ("Advisory Transaction Fee"). Raglan Professional is deemed to be a Related Party for the purposes of the AIM Rules.

Entering into the Advisory Transaction Fee with Raglan Professional constitutes a related party transaction pursuant to AIM Rule 13. The Directors who do not have an interest in the Advisory Transaction Fee (Daniel Akselson, James Leahy and Michael Kearney), having consulted with the Company's nominated adviser Panmure Liberum, consider the terms of the Advisory Transaction Fee to be fair and reasonable insofar as the Company's shareholders are concerned. Although the Company's directors are of the view that Mr Kelly does not have a personal interest in the Advisory Transaction Fee, to avoid any perception of a conflict Mr. Kelly nevertheless recused himself given his professional relationship with Raglan Professional.

Increase of share authorities and waiver of pre-emption rights

The Directors require the authority of Shareholders to issue and allot the Placing Shares and the Subscription Shares for cash, to issue and allot the Conversion Shares and to grant the warrants to be issued pursuant to the terms of the Bridge Facilities ("Warrants").

Under the Companies Act 2006, and subject to certain limited exceptions not relevant here, the Directors may not issue and allot new Ordinary Shares for cash unless the Shareholders have, by special resolution, disapplied statutory pre-emption rights. Accordingly, in Resolution 2, the Directors seek such a disapplication to facilitate the issue and allotment for cash of the Placing Shares and the Subscription Shares, as well as the issue and allotment of the Conversion Shares and the grant of the Warrants, pursuant to the general authority to allot sought under Resolution 1.

Resolutions 3 and 4 provide for the authority of Shareholders to issue and allot certain further Ordinary Shares and disapply pre-emption rights in relation to certain of such further shares, which will provide headroom that could be used to support the working capital of the Company and its group, and to fund further acquisitions.

APPENDIX II

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION ON THE BOOKBUILD FOR INVITED PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE ONLY DIRECTED AT, AND BEING DISTRIBUTED TO, PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE REGULATION (EU) 2017/1129 ("EU PROSPECTUS REGULATION"); OR (B) IF IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF PARAGRAPH 15 of PART 2 OF SCHEDULE 1 OF THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 ("POATR") AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED ("THE ORDER") OR FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE 49(2) (A) TO (D) OF THE ORDER; OR (C) ANY OTHER PERSON TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED; AND, IN EACH CASE, WHO HAVE BEEN INVITED TO PARTICIPATE IN THE PLACING BY OAK SECURITIES (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY PERSON WHO HAS RECEIVED OR IS DISTRIBUTING THESE TERMS AND CONDITIONS MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THESE TERMS AND CONDITIONS RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THESE TERMS AND CONDITIONS DO NOT THEMSELVES CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES (AS SUCH TERM IS DEFINED BELOW).

Unless otherwise defined in these terms and conditions, capitalised terms used in these terms and conditions shall have the meaning given to them in Appendix III below headed "Definitions".

If a person indicates to the Bookrunner that it wishes to participate in the Placing by making an oral or written offer to acquire Placing Shares (each such person, a "Placee") it will be deemed to have read and understood these terms and conditions and the Announcement of which they form a part in their entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, indemnities, agreements and acknowledgements, contained in these terms and conditions as deemed to be made by Placees. In particular, each such Placee represents, warrants and acknowledges that it is a Relevant Person and undertakes that it will acquire, hold, manage and dispose of any of the Placing Shares that are allocated to it for the purposes of its business only. Further, each such Placee represents, warrants and agrees that if it is a financial intermediary, that the Placing Shares acquired by and/or subscribed for by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale to qualified investors (as defined above) in the UK or in a member state of the EEA, or in circumstances in which the prior consent of the Bookrunner has been given to each such proposed offer or resale. Each such Placee represents, warrants and acknowledges that it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in this Announcement; and it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Appendix II. These terms and conditions do not constitute an offer to sell or issue or the invitation or solicitation of an offer to buy or acquire Placing Shares.

This Announcement may contain, or may be deemed to contain, "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results.  Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning.  By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel.  As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements.  Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made.  Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

Subject to certain exceptions, these terms and conditions and the information contained herein are not for release, publication or distribution, directly or indirectly, in whole or in part, to persons in the United States, Australia, Switzerland, Canada, Japan, the Republic of South Africa or any other jurisdiction in which such release, publication or distribution would be unlawful ("Excluded Territory").

The distribution of these terms and conditions and the offer and/or placing of Placing Shares in certain other jurisdictions may be restricted by law. No action has been taken by the Bookrunner or the Company that would permit an offer of the Placing Shares or possession or distribution of these terms and conditions or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required, save as mentioned above. Persons into whose possession these terms and conditions come are required by the Bookrunner and the Company to inform themselves about and to observe any such restrictions.

No prospectus or other offering document has been or will be submitted to be approved by the Financial Conduct Authority ("FCA") in relation to the Placing or the Placing Shares and each Placee's commitment will be made solely on the basis of the information set out in this Announcement. Each Placee, by participating in the Placing, agrees that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of Panmure Liberum, the Bookrunner or the Company and none of Panmure Liberum, the Bookrunner, the Company, nor any person acting on such person's behalf nor any of their respective affiliates has or shall have liability for any Placee's decision to accept this invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee, by participating in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company. No Placee should consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own attorney, tax advisor and business advisor for legal, tax and business advice regarding an investment in the Placing Shares. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation. Additionally, each Placees acknowledges that Panmure Liberum is acting solely as Nominated Adviser to the Company, and is not acting as broker or bookrunner in relation to the Placing. Neither Panmure Liberum nor Oak Securities is acting for the Company in relation to the Subscription.

No undertaking, representation, warranty or any other assurance, express or implied, is made or given by or on behalf of Panmure Liberum, the Bookrunner or any of their respective affiliates, directors, officers, employees, agents, advisers, or any other person, as to the accuracy, completeness, correctness or fairness of the information or opinions contained in this Announcement or for any other statement made or purported to be made by any of them, or on behalf of them, in connection with the Company or the Placing and no such person shall have any responsibility or liability for any such information or opinions or for any errors or omissions. Accordingly, save to the extent permitted by law, no liability whatsoever is accepted by Panmure Liberum, the Bookrunner or any of their respective directors, officers, employees or affiliates or any other person for any loss howsoever arising, directly or indirectly, from any use of this Announcement or such information or opinions contained herein. Nothing in this Announcement shall act to limit the liability of any person for their own fraud.

All offers of the Placing Shares will be made pursuant to an exemption under the EU Prospectus Regulation, or the POATR, as applicable.

These terms and conditions do not constitute or form part of, and should not be construed as, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any Placing Shares or any other securities or an inducement to enter into investment activity, nor shall these terms and conditions (or any part of them), nor the fact of their distribution, form the basis of, or be relied on in connection with, any investment activity. No statement in these terms and conditions is intended to be nor may be construed as a profit forecast and no statement made herein should be interpreted to mean that the Company's profits or earnings for any future period will necessarily match or exceed historical published profits or earnings of the Company.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements") and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in UK Product Governance Requirements; and (ii) eligible for distribution through all distribution channels as are permitted by UK Product Governance Requirements (the "UK Target Market Assessment").

Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.

 The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, the Bookrunner is only procuring investors in the United Kingdom which meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to, the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "EU Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the EU Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of: (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties (each as defined in MiFID II); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. In all circumstances the Bookrunner will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

Proposed Placing

The Bookrunner and Panmure Liberum have entered into the Placing Agreement with the Company pursuant to which, on the terms and subject to the conditions set out in such Placing Agreement, the Bookrunner as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares at the Issue Price. Panmure Liberum is acting solely as the Company's Nominated Adviser, and is not acting as broker or bookrunner in relation to the Placing.

Placees are referred to these terms and conditions and this Announcement containing details of, inter alia, the Placing. These terms and conditions and this Announcement have been prepared and issued by the Company, and are the sole responsibility of the Company.

Separately, the Company has agreed, and reserves the right to agree, to enter into Subscription Agreements with certain Subscribers to subscribe for new Ordinary Shares at the Issue Price. Neither Panmure Liberum nor Oak Securities is acting for the Company in relation to the Subscription. Completion of the Subscription is conditional, inter alia, on the passing of the Resolutions at the General meeting, the Placing becoming unconditional in all respects save for Admission and Admission occurring on or before the date agreed between the Company, Panmure Liberum and the Bookrunner under the Placing Agreement.

The Placing Shares, Subscription Shares and Conversion Shares will, when issued and fully paid, be identical to, and rank pari passu with, the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on the Existing Ordinary Shares after their admission to trading on AIM becoming effective in accordance with the AIM Rules.

Application for listing and admission to trading

Application will be made to the London Stock Exchange for admission of the New Ordinary Shares to trading on AIM.

Subject to the conditions below being satisfied, including inter alia the passing of the Resolutions at the General Meeting, it is expected that Admission will become effective on or around 31 March 2026. It is expected that dealings for normal settlement in the New Ordinary Shares will commence at 8.00 a.m. on the same day.

Bookbuild

Commencing today, the Bookrunner will be conducting a Bookbuild to determine demand for participation in the Placing. The Bookrunner will seek to procure Placees as agents for the Company as part of this Bookbuild. These terms and conditions give details of the terms and conditions of, and the mechanics of participation in, the Placing.

Participation in, and principal terms of the Placing

a)   By participating in the Placing, Placees will be deemed to have read and understood this Announcement and these terms and conditions in their entirety and to be participating and making an offer for any Placing Shares on these terms and conditions, and to be providing the representations, warranties, indemnities, acknowledgements and undertakings, contained in these terms and conditions.

b)   Oak Securities as sole Bookrunner is arranging the Placing as agent of the Company.

c)   The Bookbuild will establish the number of Placing Shares to be issued and the aggregate proceeds to be raised through the Placing, which will be agreed between the Bookrunner and the Company following completion of the Bookbuild.  The number of Placing Shares to be issued will be announced through the Placing Results Announcement (as defined below) following the completion of the Bookbuild.

d)   Participation in the Placing will only be available to persons who are Relevant Persons and who may lawfully be and are invited to participate by the Bookrunner. The Bookrunner (in its independent and individual capacity) and its affiliates are entitled to offer to subscribe for Placing Shares as principals in the Bookbuild.

e)   Any offer to subscribe for Placing Shares should state the aggregate number of Placing Shares which the Placee wishes to acquire. The Issue Price will be payable by the Placees in respect of the Placing Shares allocated to them.

f)    The Bookbuild is expected to close no later than 5:30 p.m. on 11 March 2026 but may close earlier or later, at the discretion of the Bookrunner and the Company. The timing of the closing of the books and allocations will be agreed between the Bookrunner and the Company following completion of the Bookbuild (the "Allocation Policy"). The Bookrunner may, in agreement with the Company, accept offers to subscribe for Placing Shares that are received after the Bookbuild has closed. An offer to subscribe for Placing Shares in the Bookbuild will be made on the basis of these terms and conditions and will be legally binding on each Placee by which, or on behalf of which, it is made and will not be capable of variation or revocation after the close of the Bookbuild.

g)   Subject to paragraph (f) above, the Bookrunner reserves the right, including with or at the instruction of the Company, not to accept an offer to subscribe for Placing Shares, either in whole or in part, on the basis of the Allocation Policy and may scale down any offer to subscribe for Placing Shares for this purpose.

h)   If successful, each Placee's allocation will be confirmed to it by the Bookrunner following the close of the Bookbuild. Oral or written confirmation (at the Bookrunner's discretion) from the Bookrunner to such Placee confirming its allocation will constitute a legally binding commitment upon such Placee, in favour of the Bookrunner and the Company to acquire the number of Placing Shares allocated to it on the terms and conditions set out herein. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Company, to pay to the Bookrunner (or as the Bookrunner may direct) as agent for the Company in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares which such Placee has agreed to acquire.

i)    The Company will make a further announcement following the close of the Bookbuild detailing the number of Placing Shares to be issued (the "Placing Results Announcement"). It is expected that such Placing Results Announcement will be made as soon as practicable after the close of the Bookbuild.

j)    Subject to paragraphs (g) and (h) above, the Bookrunner reserves the right not to accept bids or to accept bids, either in whole or in part, on the basis of allocations determined at its discretion and may scale down any bids as they may determine, subject to agreement with the Company. The acceptance of bids shall be at the Bookrunner's absolute discretion, subject only to agreement with the Company.

k)   Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the time specified and settlement on the basis explained below under the paragraph entitled "Registration and Settlement".

l)    No commissions are payable to Placees in respect of the Placing.

m)  By participating in the Bookbuild, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee. All obligations under the Placing will be subject to the fulfilment of the conditions referred to below under the paragraphs entitled "Conditions of the Placing" and "Termination of the Placing Agreement"

n)   The Placing Shares will be issued subject to the terms and conditions of this Announcement and each Placee's commitment to subscribe for Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Bookrunner's conduct of the Placing.

o)   All times and dates in this Announcement may be subject to amendment. The Bookrunner shall notify the Placees and any person acting on behalf of the Placees of any changes.

 Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

The obligations of Panmure Liberum under the Placing Agreement in relation to its making the application for Admission, and the obligations of the Bookrunner under the Placing Agreement in respect of the placing of the Placing Shares, are conditional on, amongst other things:

a)   the Company not having breached in any material respect its obligations under the Placing Agreement (to the extent that such obligations fall to be performed prior to Admission);

b)   all funds committed under the Subscription having been received by the Company;

c)   the Resolutions having been passed without material amendment by the required majority at the General Meeting; and

d)   Admission having occurred not later than 8.00 a.m. on 31 March 2026 or such later date as the Company and the Bookrunner may agree, but in any event not later than 8.00 a.m. on 30 April 2026.

If (i) any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or waived by Panmure Liberum and the Bookrunner by the respective time or date where specified, (ii) any of such conditions becomes incapable of being fulfilled or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time, all monies received from a Placee pursuant to the Placing shall be returned to such Placee without interest, at the risk of the relevant Placee and each Placee agrees that no claim can be made by the Placee in respect thereof.

Each of Panmure Liberum and the Bookrunner, at their respective discretion and upon such terms as they think fit, may waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement, save that certain conditions (including as regards Admission referred to in paragraph (d) above and the condition relating to the Resolutions in paragraph (c) above) may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

None of Panmure Liberum, the Bookrunner nor the Company nor any other person shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or the date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Panmure Liberum and the Bookrunner.

Termination of the Placing Agreement

Panmure Liberum and the Bookrunner are entitled to terminate the Placing and the Placing Agreement in respect of the Placing Shares at any time prior to Admission in accordance with the terms of the Placing Agreement if, amongst other things:

a)   any of the conditions in the Placing Agreement (other than the condition relating to Admission referred to in paragraph (d) above) which is not waived (if capable of waiver), is not satisfied or becomes incapable, for any reason, of being satisfied or in the opinion of Panmure Liberum or the Bookrunner acting in good faith, is unlikely to be satisfied before Admission; or

b)   the Company, in the opinion of Panmure Liberum or the Bookrunner, acting in good faith, fails, in any material respect, to comply with any of its obligations under the Placing Agreement; or

c)   it comes to the notice of Panmure Liberum or the Bookrunner that any statement contained in this Announcement (and certain other documents referred to in the Placing Agreement) has become untrue, incorrect or misleading in any respect which Panmure Liberum or the Bookrunner considers to be material or that statements have been omitted which, in the opinion of Panmure Liberum or the Bookrunner, acting in good faith, is material; or

d)   any of the warranties given by the Company in the Placing Agreement was not true and accurate in any material respect as at the date of the Placing Agreement or has ceased to be true and accurate by reference to the facts subsisting at the time when notice to terminate is given; or

e)   in the opinion of Panmure Liberum or the Bookrunner, acting in good faith, there shall have occurred any material adverse change in, or any development reasonably likely to involve an adverse change in, the condition (financial, operational, legal or otherwise), profits, business, management, property, assets, rights, results, operations or prospects of the Company or the Group which is material in the context of the Company or the Group taken as a whole, whether or not arising in the ordinary course of business; or

f)    there happens, develops or comes into effect a general moratorium on commercial banking activities in London declared by the relevant authorities or a material disruption in commercial banking or securities settlement or clearance services in the United Kingdom.

If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time, all monies received from a Placee pursuant to the Placing shall be returned to such Placee without interest, at the risk of the relevant Placee and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

Notwithstanding any other provision of the Placing Agreement, once Admission has occurred no party to the Placing Agreement shall be able to terminate any part of the Placing Agreement which relates to Admission and/or the placing, allotment or issue of the Placing Shares.

Placing Procedure

Placees shall acquire the Placing Shares to be issued pursuant to the Placing and any allocation of the Placing Shares to be issued pursuant to the Placing will be notified to them following the close of the Bookbuild (or such other time and/or date as the Company and the Bookrunner may agree).

Payment in full for any Placing Shares so allocated in respect of the Placing at the Issue Price must be made by no later than 7.00 a.m. (or such other date as shall be notified to each Placee by the Bookrunner) on the expected closing date of the Placing. The Bookrunner or the Company will notify Placees if any of the dates in these terms and conditions should change.

Registration and Settlement

Settlement of transactions in the Placing Shares following Admission of the Placing Shares will take place within the CREST system, subject to certain exceptions. The Bookrunner and the Company reserve the right to require settlement for, and delivery of the Placing Shares to Placees by such other means that they deem necessary if delivery or settlement is not possible within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction. Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which they have in place with the Bookrunner. In the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Bookrunner may agree that the Placing Shares will be issued in certificated form.

Settlement of transactions in the Placing Shares following Admission will be on a delivery versus payment basis and settlement is expected to take place on or around the Settlement Date on a T+2 basis.

Interest is chargeable daily on payments to the extent that value is received after the due date from Placees at the rate of 2 percentage points above the prevailing Sterling Overnight Index Average. Each Placee is deemed to agree that if it does not comply with these obligations, the Bookrunner may sell any or all of the Placing Shares allocated to it on its behalf and retain from the proceeds, for its own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. By communicating a bid for Placing Shares, each Placee confers on the Bookrunner all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which the Bookrunner lawfully takes in pursuance of such sale. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon any transaction in the Placing Shares on such Placee's behalf.

Acceptance

By participating in the Placing, a Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with Panmure Liberum, the Bookrunner and the Company, the following:

1.   it is a Relevant Person and undertakes to subscribe at the Issue Price for those Placing Shares allocated to it by the Bookrunner;

2.   it has read and understood this Announcement (including these terms and conditions) in its entirety and that it has neither received nor relied on any information given or any investigations, representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares, or otherwise, other than the information contained in this Announcement (including these terms and conditions) and that in accepting the offer of its Placing participation it will be relying solely on the information contained in this Announcement (including these terms and conditions) and undertakes not to redistribute or duplicate such documents;

3.   its oral or written commitment will be made solely on the basis of the information set out in this Announcement and the information publicly announced to a Regulatory Information Service by or on behalf of the Company as at the date of this Announcement, such information being all that such Placee deems necessary or appropriate and sufficient to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given, or representations or warranties or statements made, by Panmure Liberum, the Bookrunner or the Company nor any of their respective affiliates and neither Panmure Liberum, the Bookrunner nor the Company will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement;

4.   the content of this Announcement and these terms and conditions are exclusively the responsibility of the Company and agrees that neither Panmure Liberum, the Bookrunner nor any of their respective affiliates nor any person acting on behalf of them will be responsible for or shall have liability for any information, representation or statements contained therein or any information previously published by or on behalf of the Company, and neither Panmure Liberum, the Bookrunner nor the Company, nor any of their respective affiliates or any person acting on behalf of any such person will be responsible or liable for a Placee's decision to accept its Placing participation;

5.   (i) it has not relied on, and will not rely on, any information relating to the Company contained or which may be contained in any research report or investor presentation prepared or which may be prepared by Panmure Liberum, the Bookrunner, the Company or any of their affiliates; (ii) none of Panmure Liberum, the Bookrunner, their respective affiliates or any person acting on behalf of any of such persons has or shall have any responsibility or liability for public information relating to the Company; (iii) none of the Company its affiliates or any person acting on behalf of any of such persons has or shall have any responsibility or liability for public information relating to the Company save for any information published via a regulatory information service; (iv) none of Panmure Liberum, the Bookrunner, the Company or their affiliates or any person acting on behalf of any of such persons has or shall have any responsibility or liability for any additional information that has otherwise been made available to it, whether at the date of publication of such information, the date of these terms and conditions or otherwise; and that (v) none of Panmure Liberum, the Bookrunner, the Company or their affiliates or any person acting on behalf of any of such persons makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of any such information referred to in paragraphs (i) to (iv) above, whether at the date of publication of such information, the date of this Announcement or otherwise;

6.   it has made its own assessment of the Company and has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing, and has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its decision to participate in the Placing;

7.   it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) it is duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person; (ii) it is and will remain liable to the Company and the Bookrunner for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person); (iii) if it is in the United Kingdom, it is a person: (a) who has professional experience in matters relating to investments and who falls within the definition of "investment professionals" in Article 19(5) of the Order or who falls within Article 49(2) of the Order; and (b) is a "qualified investor" as defined in Paragraph 15 Part 2 of Schedule 1 of POATR; (iv) if it is in a member state of the EEA, it is a "qualified investor" within the meaning of Article 2(e) of the EU Prospectus Regulation; (v) if it is a financial intermediary, the Placing Shares subscribed by it in the Placing are not being acquired on a nondiscretionary basis for, or on behalf of, nor will they be acquired with a view to their offer or resale to persons in the UK or in a member state of the EEA in circumstances which may give rise to an offer of shares to the public, other than their offer or resale to qualified investors within the meaning of Paragraph 15 Part 2 of Schedule 1 of POATR or within the meaning of Article 2(e) of the EU Prospectus Regulation in a member state of the EEA which has implemented the EU Prospectus Regulation;

8.   if it has received any confidential price sensitive information about the Company in advance of the Placing, it has not: (i) dealt in the securities of the Company; (ii) encouraged or required another person to deal in the securities of the Company; or (iii) disclosed such information to any person, prior to the information being made generally available;

9.   it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006, the Criminal Justice (Money Laundering and Terrorism Financing) Act 2010 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, the Money Laundering Sourcebook of the FCA and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "Regulations") and, if it is making payment on behalf of a third party, it has obtained and recorded satisfactory evidence to verify the identity of the third party as may be required by the Regulations;

10.  it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 ("FSMA")) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;

11.  it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving the United Kingdom;

12.  unless otherwise agreed by the Company (after agreement with the Bookrunner), it is not, and at the time the Placing Shares are subscribed for and purchased will not be, subscribing for and on behalf of a resident of the United States, Australia, Switzerland, Canada,  Japan or the Republic of South Africa and further acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of any Excluded Territory and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in or into those jurisdictions;

13.  it does not expect Panmure Liberum or the Bookrunner to have any duties or responsibilities towards it for providing protections afforded to clients under the rules of the FCA Handbook (the "Rules") or advising it with regard to the Placing Shares and that it is not, and will not be, a client of Panmure Liberum or the Bookrunner as defined by the Rules. Likewise, any payment by it will not be treated as client money governed by the Rules;

14.  any exercise by Panmure Liberum or the Bookrunner of any right to terminate the Placing Agreement or of other rights or discretions under the Placing Agreement or the Placing shall be within the absolute discretion of Panmure Liberum and the Bookrunner, and neither Panmure Liberum nor the Bookrunner shall have any liability to it whatsoever in relation to any decision to exercise or not to exercise any such right or the timing thereof;

15.  it has the funds available to pay for the Placing Shares which it has agreed to acquire and acknowledges, agrees and undertakes that it will make payment to the Bookrunner for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement on the due times and dates set out in this Announcement (being the Settlement Date), failing which the relevant Placing Shares may be placed with others on such terms as the Bookrunner may, in its absolute discretion determine without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;

16.  it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentational or other materials concerning the Placing in or into any Excluded Territory (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;

17.  neither it, nor the person specified by it for registration as a holder of Placing Shares is, or is acting as nominee(s) or agent(s) for, and that the Placing Shares will not be allotted to, a person/person(s) whose business either is or includes issuing depository receipts or the provision of clearance services and therefore that the issue to the Placee, or the person specified by the Placee for registration as holder, of the Placing Shares will not give rise to a liability under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depository receipts or to issue or transfer Placing Shares into a clearance system;

18.  the person who it specifies for registration as holder of the Placing Shares will be: (i) itself; or (ii) its nominee, as the case may be, and acknowledges that the Bookrunner and the Company will not be responsible for any liability to pay stamp duty or stamp duty reserve tax (together with interest and penalties) resulting from a failure to observe this requirement; and each Placee and any person acting on behalf of such Placee agrees to participate in the Placing on the basis that the Placing Shares will be allotted to a CREST stock account of the Bookrunner who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;

19.  where it is acquiring Placing Shares for one or more managed accounts, it is authorised in writing by each managed account to acquire Placing Shares for that managed account;

20.  if it is a pension fund or investment company, its acquisition of any Placing Shares is in full compliance with applicable laws and regulations;

21.  it and/or each person on whose behalf it is participating: (i) is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions; (ii) has fully observed such laws and regulations; and (iii) has the capacity and has obtained all requisite authorities and consents (including, without limitation, in the case of a person acting on behalf of a Placee, all requisite authorities and consents to agree to the terms set out or referred to in this Appendix) under those laws or otherwise and has complied with all necessary formalities to enable it to enter into the transactions and make the acknowledgements, agreements, indemnities, representations, undertakings and warranties contemplated hereby and to perform and honour its obligations in relation thereto on its own behalf (and in the case of a person acting on behalf of a Placee on behalf of that Placee); (iv) does so agree to the terms set out in this Appendix II and does so make the acknowledgements, agreements, indemnities, representations, undertakings and warranties contained in this Announcement on its own behalf (and in the case of a person acting on behalf of a Placee on behalf of that Placee); and (v) is and will remain liable to the Company and the Bookrunner for the performance of all its obligations as a Placee of the Placing (whether or not it is acting on behalf of another person);

22.  if it has received any "inside information" as defined in the UK MAR about the Company in advance of the Placing, it has not: (i) used that inside information to acquire or dispose of securities of the Company or financial instruments related thereto or cancel or amend an order concerning the Company's securities or any such financial instruments; (ii) used that inside information to encourage, require, recommend or induce another person to deal in the securities of the Company or financial instruments related thereto or to cancel or amend an order concerning the Company's securities or such financial instruments; or (iii) disclosed such information to any person, prior to the information being made publicly available;

23.  in order to ensure compliance with the Money Laundering Regulations 2017, the Bookrunner (for its own purposes and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity.  Pending the provision to the Bookrunner or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at the Bookrunner's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at the Bookrunner's or the Company's registrars', as the case may be, absolute discretion.  If within a reasonable time after a request for verification of identity the Bookrunner (for its own purpose and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, the Bookrunner and/or the Company may, at their absolute discretion, terminate their commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited at the risk of the relevant Placee and each Placee agrees that no claim can be made by the Placee in respect thereof;

24.  it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of regulation 7 of the POATR;

25.  it has not offered or sold and will not offer or sell any Placing Shares to persons in any member state of the EEA prior to Admission except to persons whose ordinary activities involve them acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of their business or otherwise in circumstances which have not resulted and will not result in an offer to the public in any member state of the EEA within the meaning of the EU Prospectus Regulation;

26.  participation in the Placing is on the basis that, for the purposes of the Placing, it is not and will not be a client of Panmure Liberum or the Bookrunner and that neither Panmure Liberum nor the Bookrunner has any duties or responsibilities to it for providing the protections afforded to their clients nor for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or the contents of these terms and conditions;

27.  to provide Panmure Liberum, the Bookrunner or the Company (as relevant) with such relevant documents as they may reasonably request to comply with requests or requirements that either they or the Company may receive from relevant regulators in relation to the Placing, subject to its legal, regulatory and compliance requirements and restrictions;

28.  any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and Wales and it submits (on its behalf and on behalf of any Placee on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by either the Company or the Bookrunner in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

29.  to fully and effectively indemnify on an on-demand after tax basis and hold harmless the Company, Panmure Liberum, the Bookrunner and each of their respective affiliates, and any such person's respective affiliates, subsidiaries, branches, associates and holding companies, and in each case their respective directors, employees, officers and agents from and against any and all losses, claims, damages, liabilities, costs and expenses (including legal fees and expenses): (i) arising from any breach by such Placee of any of the provisions of these terms and conditions; (ii) incurred by Panmure Liberum and/or the Bookrunner and/or the Company arising from the performance of the Placee's obligations as set out in these terms and conditions and (iii) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements or undertakings contained in the Announcement and further agrees that the provisions of these terms and conditions shall survive after completion of the Placing;

30.  in making any decision to subscribe for the Placing Shares: (i) it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring the Placing Shares; (ii) it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain a complete loss in connection with, the Placing; (iii) it has relied on its own examination, due diligence and analysis of the Company and its affiliates taken as a whole, including the markets in which the Company operates, and the terms of the Placing, including the merits and risks involved; (iv) it has had sufficient time to consider and conduct its own investigation with respect to the offer and purchase of the Placing Shares, including the legal, regulatory, tax, business, currency and other economic and financial considerations relevant to such investment; and (v) will not look to Panmure Liberum, the Bookrunner or any of their respective affiliates or any person acting on their behalf for all or part of any such loss or losses it or they may suffer;

31.  its commitment to acquire Placing Shares will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing, and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Bookrunner's conduct of the Placing; and

32.  it acknowledges and understands that Panmure Liberum, the Bookrunner and the Company and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgments and undertakings which are irrevocable.

Taxation

Please also note that the agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the UK relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. Such agreement assumes that such Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer such Placing Shares into a clearance service. If there were any such arrangements, or the settlement related to other dealing in such Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor the Bookrunner would be responsible and Placees shall indemnify the Company and the Bookrunner on an after-tax basis for any stamp duty or stamp duty reserve tax paid by them in respect of any such arrangements or dealings.

The Company and the Bookrunner are not liable to bear any taxes that arise on a sale of Placing Shares subsequent to their acquisition by Placees, including any taxes arising otherwise than under the laws of any country in the EEA. Each Placee should, therefore, take its own advice as to whether any such tax liability arises and notify the Bookrunner and the Company accordingly. Furthermore, each Placee agrees to indemnify on an after-tax basis and hold each of the Bookrunner and/or the Company and their respective affiliates harmless from any and all interest, fines or penalties in relation to stamp duty, stamp duty reserve tax and all other similar duties or taxes to the extent that such interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent. If this is the case, it would be sensible for Placees to take their own advice and they should notify the Bookrunner accordingly. In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares.

Selling Restrictions

By participating in the Placing, a Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with the Bookrunner and the Company, the following:

1.   it is not a person who has a registered address in, or is a resident, citizen or national of, a country or countries, in which it is unlawful to make or accept an offer to subscribe for Placing Shares;

2.   it has fully observed and will fully observe the applicable laws of any relevant territory, including complying with the selling restrictions set out herein and obtaining any requisite governmental or other consents and it has fully observed and will fully observe any other requisite formalities and pay any issue, transfer or other taxes due in such territories;

3.   if it is in the United Kingdom, it is a person: (i) who has professional experience in matters relating to investments and who falls within the definition of "investment professionals" in Article 19(5) of the Order or who falls within Article 49(2) of the Order, and (ii) is a "qualified investor" as defined in Paragraph 15 Part 2 of Schedule 1 of POATR;

4.   if it is in a member state of the EEA, it is a "qualified investor" within the meaning of Article 2(e) of the EU Prospectus Regulation;

5.   it is a person whose ordinary activities involve it (as principal or agent) in acquiring, holding, managing or disposing of investments for the purpose of its business and it undertakes that it will (as principal or agent) acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business; and

6.   it (on its behalf and on behalf of any Placee on whose behalf it is acting) has: (a) fully observed the laws of all relevant jurisdictions which apply to it; (b) obtained all governmental and other consents which may be required; (c) fully observed any other requisite formalities; (d) paid or will pay any issue, transfer or other taxes; (e) not taken any action which will or may result in the Company or the Bookrunner (or any of them) being in breach of a legal or regulatory requirement of any territory in connection with the Placing; (f) obtained all other necessary consents and authorities required to enable it to give its commitment to subscribe for the relevant Placing Shares; and (g) the power and capacity to, and will, perform its obligations under the terms contained in these terms and conditions.

Miscellaneous

The Company reserves the right to treat as invalid any application or purported application for Placing Shares that appears to the Company or its agents to have been executed, effected or dispatched from  any Excluded Territory or in a manner that may involve a breach of the laws or regulations of any jurisdiction or if the Company or its agents believe that the same may violate applicable legal or regulatory requirements or if it provides an address for delivery of the share certificates of Placing Shares in  any Excluded Territory, or any other jurisdiction outside the United Kingdom in which it would be unlawful to deliver such share certificates.

When a Placee or person acting on behalf of the Placee is dealing with the Bookrunner, any money held in an account with the Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the Bookrunner's money in accordance with the client money rules and will be used by the Bookrunner in the course of its own business; and the Placee will rank only as a general creditor of the Bookrunner.

Times

Unless the context otherwise requires, all references to time are to London time. All times and dates in these terms and conditions may be subject to amendment. The Bookrunner will notify Placees and any persons acting on behalf of the Placees of any changes.

APPENDIX III

DEFINITIONS

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