NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE.

25 September 2025

RECOMMENDED ACQUISITION

of

Epwin Group plc ("Epwin")

by

Laumann Group UK Limited ("Laumann UK")
(a wholly-owned indirect subsidiary of Laumann Stiftung & Co. KG ("Laumann"))

to be implemented by means of a scheme of arrangement
pursuant to Part 26 of the Companies Act 2006

RESULTS OF THE COURT MEETING AND THE GENERAL MEETING

On 7 August 2025, the Epwin Board and the Laumann UK Board announced that they had reached agreement on the terms of a recommended cash acquisition pursuant to which Laumann UK shall acquire the entire issued and to be issued share capital of Epwin (the "Acquisition"). The Acquisition is to be implemented by means of a Court-sanctioned scheme of arrangement pursuant to Part 26 of the Companies Act (the "Scheme").

The scheme document in relation to the Scheme, including the notices convening the Court Meeting and the General Meeting (together, the "Meetings"), together with the associated Forms of Proxy, in connection with the Acquisition was published, posted and made available to Epwin Shareholders (other than to Epwin Shareholders in Restricted Jurisdictions) on 29 August 2025 (the "Scheme Document").

Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document.  All references to times in this announcement are to London, United Kingdom times unless otherwise stated.

Results of the Court Meeting and the General Meeting

The Epwin Board is pleased to announce that, at the Meetings held earlier today to consider the resolutions relating to the Acquisition, all resolutions proposed (details of which are set out in the notices of the Court Meeting and the General Meeting contained in Parts VIII and Part IX of the Scheme Document respectively) were passed by the requisite majorities and, accordingly, the Scheme was approved by Epwin Shareholders.

The number of Epwin Shares in issue as at 6.00 p.m. on 23 September 2025, being the Voting Record Time, was 136,056,192 and no Epwin Shares are held in treasury.

Voting results of the Court Meeting

The Court Meeting, convened in accordance with an order of the Court dated 27 August 2025, sought approval from Scheme Shareholders for the Scheme.

A majority in number of the Scheme Shareholders who voted (either in person or by proxy), representing not less than 75 per cent. by value of those Scheme Shares voted, voted in favour of the resolution to approve the Scheme at the Court Meeting. Accordingly, the resolution proposed at the Court Meeting was duly passed.

Each Scheme Shareholder was entitled to one vote per Scheme Share held at the Voting Record Time. Details of the votes cast were as follows:

Notes:

·      * Rounded to two decimal places

·      ** Where a Scheme Shareholder has cast some of their votes "for" and some of their votes "against" the resolution, such Scheme Shareholder has been counted as having voted both "for" and "against" the resolution for the purposes of determining the number of Scheme Shareholders who voted as set out in this column.

Voting results of the General Meeting

The General Meeting sought approval for a special resolution for the purpose of giving effect to the Scheme, re-registration of Epwin as a private limited company and associated amendments to the articles of association of the Company (the "Special Resolution"). The Special Resolution was duly passed by the requisite majority.

Details of the votes cast were as follows:

Notes:

·      * Rounded to two decimal places

·      ** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'For' or 'Against' the Resolution.

Next steps and timetable

The outcome of today's Meetings means that Conditions 2(a) and 2(b) (as set out in Part III (Conditions to the implementation of the Scheme and to the Acquisition) of the Scheme Document) have been satisfied.

The Acquisition remains subject to the satisfaction or, if appropriate, waiver of the remaining Conditions and further terms set out in the Scheme Document, including, amongst other things, the sanction of the Scheme by the Court at the Court Hearing and the delivery of a copy of the Court Order to the Registrar of Companies.  The Court Hearing is expected to take place on 13 October 2025.

A request will be made to the London Stock Exchange prior to the Effective Date to cancel the trading in Epwin Shares on AIM with effect from the Effective Date.

It should be noted that the last day of dealings in, and for registration of transfers of, and disablement in CREST of, Epwin Shares will be the next business day following the date of the Court Hearing (which is expected to be 14 October 2025) following which Epwin Shares will be temporarily suspended from the London Stock Exchange.

Subject to the Court approving the Scheme and the Court Order being duly delivered to the Registrar of Companies for registration, it is anticipated that the Scheme will become Effective on 15 October 2025.

The expected timetable of principal events for the implementation of the Scheme remains as set out in the Scheme Document. If any of the key dates and/or times set out in this expected timetable change, the revised dates and/or times will be notified to Epwin Shareholders by issuing an announcement through a Regulatory Information Service, with such announcement being made available on Epwin's website at: https://investors.epwin.co.uk/announcement-offer.aspx.

Advisers

Houlihan Lokey UK Limited is acting as financial adviser to Laumann and Laumann UK in respect of the Acquisition.  Osborne Clarke LLP is acting as legal adviser to Laumann and Laumann UK in respect of the Acquisition.

Shore Capital is acting as Financial Adviser and Rule 3 Adviser to Epwin in respect of the Acquisition.  Eversheds Sutherland (International) LLP is acting as legal adviser to Epwin in respect of the Acquisition.

Enquiries:

The person responsible for arranging the release of this announcement on behalf of Epwin is Jon Bednall, Chief Executive.

Financial advisers

Houlihan Lokey UK Limited ("Houlihan Lokey"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA"), is acting exclusively for Laumann UK and Laumann and no one else in connection with the Acquisition and will not be responsible to anyone other than Laumann UK and Laumann for providing the protections afforded to clients of Houlihan Lokey nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this announcement.  Neither Houlihan Lokey nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability, or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Houlihan Lokey in connection with this announcement, any statement contained herein or otherwise.

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited (either individually or collectively "Shore Capital"), which are authorised and regulated by the Financial Conduct Authority in the United Kingdom, are acting exclusively for Epwin and no one else in connection with the matters set out to in this announcement and will not regard any other person as their client in relation to such matters and will not be responsible to anyone other than Epwin for providing the protections afforded to clients of Shore Capital nor for providing advice in relation to the contents of, or any matter referred to in, this announcement or any transaction or arrangement referred to herein.  Neither Shore Capital and Corporate Limited nor Shore Capital Stockbrokers Limited, nor any of their subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Shore Capital in connection with this announcement, any statement contained herein, any transaction or arrangement referred to herein, or otherwise.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.  An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s).  An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified.  Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror.  A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk/disclosure/disclosure-table, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified.  You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on websites and availability of hard copies

Pursuant to Rule 26.1 of the Code, a copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at Laumann's and Epwin's websites at https://www.laumann-group.com and https://investors.epwin.co.uk respectively promptly following the publication of this announcement and in any event by no later than 12 noon on the business day following this announcement until the end of the Offer Period.

For the avoidance of doubt, the content of the websites referred to above is not incorporated into and does not form part of this announcement.

Copies of this announcement and all future documents, announcements and information required to be sent to persons in relation to the Acquisition may be requested to be received by such persons in hard copy form by writing to MUFG Corporate Markets, Central Square, 29 Wellington Street, Leeds LS1 4DL or e-mail at: [email protected], or by calling MUFG Corporate Markets on telephone number 0371 664 0321 (from within the UK) or +44 (0) 371 664 0321 (from outside the UK) between 9.00 a.m. and 5.30 p.m., Monday to Friday (excluding public holidays).