Dissemination of a Regulatory Announcement that contains inside information according to UK Market Abuse Regulations. Not for release, publication or distribution in whole or in part in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

10 October 2025

Everest Global plc

("Everest" or the "Company")

Publication of Circular & Notice of General Meeting

Everest Global plc (LSE: EVST) today announces that it proposes to undertake a subdivision and consolidation of the Company's share capital (the "Capital Reorganisation") and to convene a General Meeting of shareholders to approve the necessary resolutions and adoption of new articles of association (together, the "Proposals").

A circular containing full details of the Capital Reorganisation and a notice convening the General Meeting (the "Circular") will be posted to shareholders today and made available on the Company's website at https://everestglobalplc.com/investors/ .

The Circular and this announcement set out the background to, and reasons for, the Proposals.

Background and Reasons for Seeking Approval for the Resolutions

The Company currently has a large number of ordinary shares in issue, with a relatively low nominal value per share. The Board believes that this structure is no longer optimal for the Company or its shareholders. In particular, the high number of shares in issue, when compared with the Company's market capitalisation, results in a share price that is lower than that of many companies of a similar size listed on the London Stock Exchange.

In addition, under the Companies Act 2006, new shares cannot be issued at a price below their nominal value. As the Company's nominal value per share is currently higher than its market price, this restricts the Company's ability to raise capital or otherwise issue shares in the future. The proposed consolidation will reduce the number of shares in issue and increase the nominal value per share, thereby ensuring that the nominal value is set below the prevailing market price of the shares and restoring flexibility for the Company to issue new equity if required.

The Board considers that the proposed consolidation of the Company's ordinary shares will:

·    result in a more appropriate number of shares in issue relative to the Company's size and market capitalisation;

·    create a share price level that the Board believes will be more attractive to a wider range of retail investors, institutional investors and other market participants;

·    reduce share price volatility that can sometimes be associated with a very low nominal share price; and

·    ensure that the nominal value of the shares is below the current market price, thereby enabling the Company to issue new shares in compliance with the requirements of the Companies Act 2006.

The proposed consolidation will not in itself affect the underlying market capitalisation of the Company or the proportionate interests of shareholders in the Company. Other than any minor impact arising from the treatment of fractional entitlements, each shareholder will hold the same proportion of the Company's issued share capital immediately before and after the consolidation.

Accordingly, the Board considers the proposed share consolidation to be in the best interests of the Company and its shareholders as a whole and is therefore seeking shareholder approval for the necessary resolution.

Before the General Meeting

In the usual way we ask and encourage Shareholders to vote in favour of the Resolutions. Shareholders are encouraged to complete the enclosed Form of Proxy and return it to the Registrar, Neville Registrars Limited at Neville House, Steelpark Road, Halesowen B62 8HD as soon as possible but in any event to be received not later than 10:00 a.m. on 5 November 2025 or 48 hours (excluding non-working days) before any adjourned meeting.

Capital Reorganisation

The Company currently has 77,388,855 ordinary shares of £0.02 each in issue ("Existing Ordinary Shares"). To facilitate the Share Reorganisation, the Company will need to issue 145 additional shares on or before the Record Date to ensure the issued share capital is exactly divisible by the consolidation ratio (200). The Board proposes to carry out a subdivision and reclassification of the Existing and to be issued Ordinary Shares by 200:1 so that each Existing Ordinary Share will be subdivided and reclassified into one (1) new ordinary share of £0.000005 each ("New Ordinary Share") and (2) 3,999 deferred shares of £0.000005 each ("Deferred Shares") ("Subdivision"), followed by a consolidation of the New Ordinary Shares and Deferred Shares by 200 so that every 200 New Ordinary Shares and every 200 Deferred Shares will be consolidated into one New Ordinary Share and one Deferred  Share of £0.001 each ("Consolidation", together with the Subdivision, "Capital Reorganisation"). The Deferred Shares will have no right to vote or participate in the capital of the Company and the Company will not issue any certificates or credit CREST accounts in respect of them. The Deferred Shares will not be admitted to trading on any exchange. The rights of the ordinary shares and the Deferred Shares will be set out in the new articles of association proposed to be adopted by the Company. The purpose of the Capital Reorganisation is to reduce the nominal value of the Existing Ordinary Shares and to reduce the number of shares in issue.

For purely illustrative purposes, examples of the effects of the proposed Capital Reorganisation (should it be approved by Shareholders) are set out below:

It is likely that the Capital Reorganisation will result in fractional entitlements to a New Ordinary Share where any holding is not precisely divisible by 200. No certificates will be issued for fractional entitlements to New Ordinary Shares. Following the implementation of the Capital Reorganisation, certain shareholders may not have a proportionate shareholding of New Ordinary Shares exactly equal to their proportionate holding of Existing Ordinary Shares. Furthermore, any shareholders holding fewer than 200 Existing Ordinary Shares as at 6:00 p.m. on 7 November 2025 (the "Record Date") will cease to be a shareholder of the ordinary shares in the Company. The minimum threshold to receive New Ordinary Shares will be 200 Existing Ordinary Shares.

The Articles permit the Directors to sell shares representing fractional entitlements arising from the proposed capital reorganisation. Any New Ordinary Shares in respect of which there are fractional entitlements will therefore be aggregated and sold in the market for the best price reasonably obtainable on behalf of shareholders entitled to fractions. The Company will distribute the proceeds of sale in due proportion to any such shareholders in accordance with the Articles.

Share certificates in respect of the New Ordinary Shares, will be issued following the Capital Reorganisation or, in the case of uncertificated holders, Euroclear UK and International Limited will be instructed to credit the CREST participant's account with New Ordinary Shares.

The New Articles

The Company's current memorandum and articles of association were adopted by the Company on 24 April 2015 and amended by special resolution on 24 April 2017 (the "Current Articles"). Due to the proposed Capital Reorganisation the Company needs to adopt a revised memorandum and articles of association to establish the Deferred Shares, and set out the rights attaching thereto. Below is a summary of the material differences between the Current Articles and the proposed New Articles:

The New Ordinary Shares will have the same rights as the Existing Ordinary Shares including voting, dividend, return of capital and other rights. The Deferred Shares will have no dividend or voting rights and, upon a return of capital, the right only to receive the amount paid up thereon after the holders of the Ordinary Shares in the capital of the Company have received the aggregate amount paid up thereon. The Deferred Shares will not be traded on the Main Market or any other market, and no share certificates will be issued in respect of the Deferred  Shares, nor will the CREST accounts of holders of New Ordinary Shares be credited with any Deferred Shares.

The Company will be able to hold general meetings and annual general meetings by means of electronic facility or facilities. The notice of the meetings will specify whether the meeting will be a physical, electronic or hybrid meeting. In the case of an electronic or hybrid meeting, the notice shall specify the date, time and electronic platform for the meeting, which electronic platform may vary from time to time and from meeting to meeting as the Board, in its sole discretion, sees fit. At any electronic general meeting, the Board may impose any necessary requirements or restrictions to verify the identity of those taking part and the security of the electronic communications. The Company will also be able to authorise any voting application, system or facility for electronic or satellite general meetings as it sees fit. For the avoidance of doubt, the New Articles will not prevent a general meeting being held both physically and electronically.

Subject to express agreement by members (as further detailed in the proposed New Articles), the Company will be able to send any documents or notices to members, who have provided their express consent, in electronic form and use its website to display certain documents rather than sending these documents to members in hardcopy form.

Admission of the New Ordinary Shares

Application will be made for the New Ordinary Shares to be admitted to trading on the Main Market of the London Stock Exchange in place of the Existing Ordinary Shares. It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence on 10 November 2025.

Shareholders who hold Existing Ordinary Shares in uncertificated form will have such shares disabled in their CREST accounts on the Record Date, and their CREST accounts will be credited with the New Ordinary Shares following Admission, which is expected to take place on 10 November 2025.

Following the Capital Reorganisation, share certificates in respect of Existing Ordinary Shares will cease to be valid. Share certificates in respect of holding of New Ordinary Shares will be sent to the registered address of shareholders on the register at 6:00 p.m. on the record date. The share certificates will be despatched by 1^st class post, at the risk of the shareholder.

Resolutions at the General Meeting

Resolution 1 - Share Capital Reclassification

Subject to the New Articles being adopted, this is an ordinary resolution to grant the Directors with authority to subdivide and reclassify the existing ordinary shares of £0.02 each in the capital of the Company so that each ordinary share of £0.02 are sub-divided and reclassified into one (1) New Ordinary Share of £0.000005 each in the capital of the Company and (2) 3,999 new Deferred Shares of £0.000005 each in the capital of the Company with each having the rights and restrictions set out in the New Articles.

Resolution 2 - Consolidation of Shares

Subject to the New Articles being adopted and the share capital reclassification described at Resolution 1 being passed, this is an ordinary resolution to grant the Directors with authority to consolidate the New Ordinary Shares and Deferred Shares so that every 200 New Ordinary Shares and every 200 Deferred Shares will be consolidated into one New Ordinary Share and one Deferred Share of £0.001 each in the capital of the Company with each having the rights and restrictions set out in the New Articles.

Resolution 3 - Adoption of New Articles

This is a special resolution to approve the adoption of the New Articles.

A copy of the Company's Current Articles and the proposed New Articles of association will be available for inspection during normal business hours (excluding Saturdays, Sundays and bank holidays) at the offices of Hill Dickinson LLP, The Broadgate Tower, 20 Primrose Street, London EC2A 2EW from the date of this Document until the close of the General Meeting. The proposed New Articles will also be available for inspection at the General Meeting at least 15 minutes prior to the start of the meeting and up until the close of the meeting.

Resolution 4 - Notice

This is a special resolution to approve the reduction of the notice period to call a general meeting to 14 days.

Action to be taken by Shareholders

Shareholders will find enclosed with this letter a Form of Proxy for use at the General Meeting. The Form of Proxy should be completed and returned in accordance with the instructions printed on it so as to arrive to the Registrar, Neville Registrars Limited at Neville House, Steelpark Road, Halesowen B62 8HD as possible and in any event not later than 10:00 a.m. on 5 November 2025. Completion and the return of the Form of Proxy will not prevent Shareholders from attending and voting at the General Meeting should they so wish.               

Recommendation

The Directors unanimously believe that the Resolutions are in the best interests of the Company and its Shareholders and unanimously recommend you vote in favour of the Resolutions.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Copies of the Circular and the Notice of General Meeting will be available on the Company's website at:
https://everestglobalplc.com/investors/

For further information please contact the following: