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

FOR IMMEDIATE RELEASE

30 July 2025

Pinewood Technologies Group plc ("Pinewood.AI" or the "Company")

Admission of New Ordinary Shares 

Further to the announcement made on 6 June 2025 in relation to the proposed acquisition of the 51 per cent. interest in Pinewood North America LLC held by Lithia UK Holding Limited (the "Seller"), a wholly-owned subsidiary of Lithia Motors, Inc. ("Lithia") (the "Acquisition"), Pinewood.AI today announces that an application has been made for the admission of 14,560,691 new ordinary shares of £1 each in the capital of the Company (the "New Ordinary Shares") to the equity shares (commercial companies) category of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the main market for listed securities of London Stock Exchange plc (together, "Admission"). The New Ordinary Shares will be issued to the Seller in connection with the Acquisition. It is expected that Admission will become effective at 8.00 a.m. (London time) on 31 July 2025.

A further announcement will be made by the Company in respect of completion of the Acquisition ("Completion"), which will take place automatically on Admission of the New Ordinary Shares.

From Completion, the Seller will be subject to a lock-in restricting the disposal of the New Ordinary Shares for a period of two years (subject to certain limited customary exceptions, including with the consent of Pinewood.AI) and Lithia and the Seller will be subject to certain non-compete restrictions for a period of 12 months.

Total Voting Rights

Following Admission, the Company will have 115,099,977 ordinary shares of £1 each in the capital of the Company ("Ordinary Shares") in issue. There are no Ordinary Shares held in treasury.

Therefore, following Admission, the Company hereby confirms that the total number of voting rights in the Company will be 115,099,977. Following Admission, this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Enquiries:

Important Notices

This announcement has been issued by and is the sole responsibility of the Company. The information contained in this announcement is for background purposes and does not purport to be full or complete.

Jefferies International Limited ("Jefferies"), which is authorised and regulated in the United Kingdom by the FCA, is acting solely for the Company as financial adviser and for no-one else in connection with the Acquisition and the matters set out in this announcement. Jefferies will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Acquisition and the matters set out in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Acquisition, the content of this announcement or any other transaction, arrangement or matter described in this announcement.