Tender Offer

Proposed Purchase of Ordinary Shares for up to £14.5 million at £3.00 per Ordinary Share by way of a Tender Offer

And

Notice of General Meeting

accesso Technology Group plc (AIM: ACSO), as indicated in its trading update on 29 January 2026, announces that it is proposing to return up to £14.5 million to Shareholders by a Tender Offer pursuant to which Qualifying Shareholders are invited to tender some or all of their Ordinary Shares at the Tender Price of £3.00 per Ordinary Share (the "Tender Price"). The Tender Offer is for a maximum of 4,833,333 Ordinary Shares.

The Tender Price represents a premium of:

• 15.4 per cent. to the closing price of £2.60 on 28 January 2026, the latest practicable date prior to the trading update announcement; and
• 8.7 per cent. to the closing price of the Ordinary Shares of £2.76 on 10 February 2026, the Latest Practicable Date.

Qualifying Shareholders are not required to tender any or all of their Ordinary Shares if they do not wish to do so. Qualifying Shareholders who participate in the Tender Offer have a Guaranteed Entitlement to tender approximately 12.7 per cent. of the Ordinary Shares held by them at the Record Date, rounded down to the nearest whole number.

The Company expects to post a circular to shareholders (the "Circular") later today to provide information about the background to, and reasons for, the Tender Offer and why the Board considers that the Tender Offer is in the best interests of the Shareholders as a whole and why the Board unanimously recommends that you vote in favour of the Resolution to be proposed at the General Meeting.

The implementation of the Tender Offer requires Shareholder approval by way of a special resolution. The Resolution will be proposed at the General Meeting of the Company to be held at Unit 5, The Pavilions, Ruscombe Park, Twyford, Berkshire, RG10 9NN on 13 March 2026 at 9:30 a.m. (the "General Meeting").

The Circular also contains further details on the procedure that should be followed by those Qualifying Shareholders wishing to participate in the Tender Offer (with different procedures depending on whether the Ordinary Shares are held in CREST or in certificated form).

A copy of the Circular will be published on the Company's website later today at https://accesso.com/. A Form of Proxy and Tender Form for use by Shareholders who hold their Ordinary Shares in certificated form in connection with the Tender Offer is also being despatched to Shareholders. Capitalised terms used but not defined in this announcement will have the same meaning given to them in the Circular.

The Tender Offer is being made available to all Qualifying Shareholders who are on the Register at the Record Date.

The Tender Offer is to be effected by Deutsche Bank AG, acting through its London Branch ("Deutsche Numis") acquiring, as principal (and not as agent, nominee or trustee), the successfully tendered Ordinary Shares at the Tender Price. Ordinary Shares purchased by Deutsche Numis pursuant to the Tender Offer will be purchased by Deutsche Numis as principal and such purchases will be market purchases in accordance with the provisions of the AIM Rules for Companies and the rules of the London Stock Exchange. Deutsche Numis, in turn, has the right to require the Company to purchase from it (and the Company has the right to require Deutsche Numis to sell to it) any Ordinary Shares acquired by Deutsche Numis under the Tender Offer pursuant to the Repurchase Agreement at the Tender Price, details of which are set out further below. All Ordinary Shares purchased by the Company from Deutsche Numis pursuant to the Repurchase Agreement will be cancelled.

The Board makes no recommendation to Qualifying Shareholders in relation to participation in the Tender Offer itself. Whether or not Qualifying Shareholders decide to tender all, or any, of their Ordinary Shares will depend on, among other things, their view of the Company's prospects and their own individual circumstances, including their own financial and tax position. Shareholders are required to take their own decision and are recommended to consult with their duly authorised independent financial or professional adviser.

Subject to certain conditions (including the passing of the Resolution by Shareholders at the General Meeting as a special resolution), the Directors will give Qualifying Shareholders the opportunity to tender Ordinary Shares through the Tender Offer for cash. The Resolution will give the Directors authority to return a maximum amount of up to approximately £14.5 million to Shareholders at a price of £3.00 per Ordinary Share.

As announced as part of the Company's trading update on 29 January 2026, for the 2025 financial year, the Group expects revenue to be slightly ahead of market expectations, at approximately $155 million, with cash EBITDA margins approaching 15 per cent. reflecting continued focus on operational efficiency and disciplined cost management. Despite some softness in transaction volumes during the key summer months, this was offset by increased service revenues. With cash EBITDA expected to be in line with the prior year, the Group continues to demonstrate the resilience and efficiency of its business model.

The Group continues to maintain a strong balance sheet. Net cash at 31 December 2025 was

$30 million, supported by continued cash generation. The Group currently expects its 2026 outturn to be in line with current market expectations.

The Group has completed its 2025 and early 2026 share repurchase programme, which represented approximately 7.0 per cent. of the Company's issued share capital. Through this period, the Board has continued to assess opportunities to enhance shareholder returns. Given the strength of the Group's balance sheet, its ongoing cash generation, and the Board's assessment of the Company's current share price, the Board has determined that the Tender Offer would be the most suitable way of returning capital to Shareholders in a quick and efficient manner, taking into account of the relative costs, complexities and timeframes of the possible methods available, as well as the likely tax treatment for, and equality of treatment of, Shareholders.

Further information on the UK tax treatment of the Tender Offer for Shareholders is contained in Part VI of the Circular.

The Board considers the Tender Offer to be beneficial to Shareholders as a whole, because, among other reasons:

The Company intends to renew its general share buyback authority at its next annual general meeting which is currently expected to take place in May 2026 (the "2026 AGM"). Therefore, the Tender Offer is being made in addition to any share buyback programme which may be announced by the Company following the 2026 AGM assuming that the general share buyback authority is passed by Shareholders at the 2026 AGM (the "Buyback Programme"). To the extent that the Company decides to undertake a Buyback Programme, the Company would be entitled to repurchase Ordinary Shares of up to a maximum of 10 per cent. of the then Issued Ordinary Shares Capital to the extent that the general authority to repurchase Ordinary Shares will be granted by Shareholders at the 2026 AGM.

Principal Terms of the Tender Offer

Subject to certain conditions (including the passing of the Resolution) Deutsche Numis will implement the Tender Offer by acquiring, as principal (and not as agent, nominee or trustee), the successfully tendered Ordinary Shares at the Tender Price. Ordinary Shares purchased by Deutsche Numis pursuant to the Tender Offer will be purchased by Deutsche Numis as principal and such purchases will be market purchases in accordance with the provisions of the Act, the AIM Rules for Companies and the rules of the London Stock Exchange.

Conditional upon the Tender Offer becoming unconditional and subject to the terms thereof, Deutsche Numis has the right to require the Company to purchase from it (and the Company has the right to require Deutsche Numis to sell to it) any Ordinary Shares acquired by Deutsche Numis under the Tender Offer pursuant to the Repurchase Agreement at the Tender Price. If either the put option or call option under the Repurchase Agreement is exercised, Deutsche Numis shall sell such Ordinary Shares to the Company, at a price per Ordinary Share equal to the Tender Price, pursuant to the Repurchase Agreement. Purchases of Ordinary Shares by the Company pursuant to the Repurchase Agreement will also be market purchases in accordance with the provisions of the Act, the AIM Rules for Companies and the rules of the London Stock Exchange. All of the Ordinary Shares purchased by the Company pursuant to the Repurchase Agreement in connection with the Tender Offer will be cancelled. Further details on the Repurchase Agreement are set out in the Circular.

Qualifying Shareholders must consider carefully all of the information contained in the Circular as well as their personal circumstances when deciding whether to participate in the Tender Offer.

The maximum number of Ordinary Shares that may be purchased under the Tender Offer will equate to approximately 12.7 per cent. of the Issued Ordinary Share Capital at the Tender Offer Record Date. The Company does not hold any shares in treasury. As at the Latest Practicable Date, there are 38,116,207 Ordinary Shares in issue. The Tender Offer is conditional on, among other matters, the receipt of valid tenders in respect of at least 381,162 Ordinary Shares (representing approximately 1.0 per cent. of the Company's issued share capital as at the Latest Practicable Date).

Assuming the maximum number of Ordinary Shares is validly tendered, up to 4,833,333 Ordinary Shares may be purchased under the Tender Offer for a maximum aggregate consideration of up to approximately £14.5 million. If such maximum number of Ordinary Shares that may be tendered is repurchased by the Company for cancellation pursuant to the Tender Offer, the total number of Ordinary Shares of the Company in issue following such cancellation will be 33,282,874. Successfully tendered Ordinary Shares will be cancelled and will not rank for any future dividends.

Guaranteed Entitlement

Tenders in respect of up to approximately 12.7 per cent. of the Ordinary Shares held by each Qualifying Shareholder on the Record Date will be accepted in full at the Tender Price and will not be scaled down. This percentage is known as the "Guaranteed Entitlement". Qualifying Shareholders may tender such number of Ordinary Shares in excess of their Guaranteed Entitlement up to the total number of Ordinary Shares held by each Qualifying Shareholder on the Record Date ("Excess Entitlement") and, to the extent that other Qualifying Shareholders do not tender any of their Ordinary Shares or tender less than their Guaranteed Entitlement, those Qualifying Shareholders may be able to tender such Excess Entitlement through the Tender Offer. However, if the Tender Offer is oversubscribed, the tender of any such Excess Entitlement will only be successful to the extent that other Shareholders have tendered less than their Guaranteed Entitlement or tendered no Ordinary Shares and may be subject to scaling-down.

Circumstances in which the Tender Offer may not proceed

There is no guarantee that the Tender Offer will take place. The Tender Offer is conditional on the passing of the Resolution as set out in the Notice of General Meeting and on the satisfaction of the other Tender Conditions specified in the Circular. In particular, the Tender Offer is conditional on the receipt by 1.00 p.m. on the Closing Date of valid tenders in respect of at least 381,162 Ordinary Shares (representing approximately 1.0 per cent. of the Company's issued share capital as at the Latest Practicable Date).

Deutsche Numis has reserved the right at any time prior to the announcement of the results of the Tender Offer, in consultation with the Company, to extend the period during which the Tender Offer is open and/or vary the aggregate value of the Tender Offer, based on economic or market conditions and/or other factors, subject to compliance with applicable legal and regulatory requirements. The Company has also reserved the right, in certain circumstances, to require Deutsche Numis, not to proceed with the Tender Offer. Any such decision will be announced on the Company's website and delivered through a Regulatory Information Service.

To the extent that Qualifying Shareholders tender for significantly less than the total amount that may be returned to Shareholders pursuant to the Tender Offer, or where Deutsche Numis (in consultation with the Company) decides not to proceed with the Tender Offer, the Company will consider alternative options regarding how best to deploy any such cash surplus or to return these funds to Shareholders, including by way of a share buyback programme or by way of a distribution of dividends, taking into consideration the then prevailing market conditions and other relevant factors at the relevant time.

Results announcement and unconditional date

As set out in the expected timetable on page 12 of this Announcement, it is expected that the results of the Tender Offer will be announced on or around 13 March 2026, at which time the Tender Offer is expected to become unconditional subject to the Tender Conditions described in the Circular having been satisfied. Until such time as the Tender Offer becomes unconditional, the Tender Offer will be subject to the Tender Conditions described in the Circular. Settlement is then expected to take place as set out in the timetable on page 12 of this Announcement and as provided for in the Circular. The decision of Deutsche Numis (in consultation with the Company) as to the results of the Tender Offer (including, without limitation, the basis on which tenders in excess of the Guaranteed Entitlement are satisfied, scaled back or rounded down) shall be final and binding on all Shareholders.

General Meeting to approve the Resolution

The Tender Offer requires the approval by Shareholders of the Resolution at the General Meeting. For this purpose, the Company is convening the General Meeting for 9.30 a.m. on 13 March 2026 to consider and, if thought fit, pass the Resolution to authorise and to approve the terms under which the Tender Offer will be effected.

The Resolution must be passed on a poll by at least 75 per cent. of those Shareholders present in person or by proxy and entitled to vote at the General Meeting. Deutsche Numis will not purchase Ordinary Shares pursuant to the Tender Offer unless the Resolution is duly passed. A summary of action to be taken by Shareholders is set out in the Circular, together with the notes to the Notice of General Meeting as set out in the Circular.

Tax

Shareholders should be aware that there will be tax considerations that they should take into account when deciding whether or not to participate in the Tender Offer. Summary details of certain UK taxation considerations are set out in the Circular.

Shareholders who are subject to tax in a jurisdiction other than the UK, or who are in any doubt as to the potential tax consequences of tendering their Ordinary Shares under the Tender Offer, are strongly recommended to consult their own independent professional advisers before tendering their Ordinary Shares under the Tender Offer.

Employee Share Plans and Share Options

The Company operates employee incentive plans, namely the accesso Technology Group Long Term Incentive Plan 2024 ("Plan") and the Employee Share Plan 2021 ("ESP") Share Option Scheme 2011 and Share Option Scheme 2015. Participants in the Plan who are also Qualifying Shareholders may participate in the Tender Offer in accordance with the terms and conditions of the Tender Offer set out in the Circular.

As at the Latest Practicable Date, the Company had outstanding awards over 2,487,980 Ordinary Shares pursuant to the Plans, representing approximately 6.5% of the Company's Issued Ordinary Share Capital.

To the extent that the Tender Offer is taken up in full and no participants in the Plans sell any Ordinary Shares acquired pursuant to vested awards into the Tender Offer, awards over approximately 6.5% of the Company's Issued Ordinary Share Capital would remain outstanding and, upon vesting, may result in dilution to Shareholders. The Company has no other share option or warrant schemes currently in operation and there are no outstanding or unexercised options or warrants to subscribe for Ordinary Shares as at the Latest Practicable Date.

Actions to be taken

General Meeting

Whether or not you intend to attend the General Meeting, you are urged to complete, sign and return the Form of Proxy in accordance with the instructions printed thereon and the notes to the Notice of General Meeting. To be valid, a proxy appointment must be received by post by the Company's Registrar, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, as soon as possible and, in any event, not later than 9.30 a.m. on 11 March 2026 (or, in the case of an adjournment of the General Meeting, not later than 48 hours (excluding non-Business Days) before the time fixed for the holding of the adjourned meeting).

If you hold Ordinary Shares in CREST, you may appoint a proxy or proxies by completing and transmitting a CREST Proxy Instruction (in accordance with the procedures set out in the CREST Manual which can be viewed at www.euroclear.com.) to the Registrar, under CREST participant ID number RA19, so as to be received by 9.30 a.m. on 11 March 2026 (or, in the case of an adjournment, not later than 48 hours (excluding non-Business Days) before the time fixed for the holding of the adjourned meeting).

Alternatively, if you are an institutional investor you may appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be received no later than 9.30 a.m. on 11 March 2026 (or, in the case of an adjournment, not later than 48 hours (excluding non-Business Days) before the time fixed for the holding of the adjourned meeting). Before you can appoint a proxy via this process, you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.

Completion and return of a Form of Proxy by post, the giving of a CREST Proxy Instruction or appointing a proxy electronically via the Proxymity platform, will not preclude Shareholders from attending and voting in person at the General Meeting, or any adjournment thereof, (in each case, in substitution for their proxy vote) if they wish to do so and are so entitled. In this case your proxy appointment will be terminated subject to receipt by the Company's Registrar, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, as soon as possible and, in any event, not later than 9.30 a.m. on 11 March 2026 (or, in the case of an adjournment of the General Meeting, not later than 48 hours (excluding non-Business Days) before the time fixed for the holding of the adjourned meeting), of a notice in writing from you confirming that such proxy appointment has been revoked.

Participation in the Tender Offer

If you are a Qualifying Shareholder and hold your Ordinary Shares in certificated form and you wish to tender all or any of your Ordinary Shares, you should complete the Tender Form in accordance with the instructions printed on it and in the Circular and return it by post in the accompanying reply-paid envelope (for use in the UK only) to the Receiving Agent, Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, together with your share certificate(s) in respect of the Ordinary Shares tendered.

If you are a Qualifying Shareholder and hold your Ordinary Shares in Uncertificated Form and you wish to tender all or any of your Ordinary Shares, you should arrange for the Ordinary Shares tendered to be transferred into escrow by not later than 1.00 p.m. on 12 March 2026 as described in the Circular or send the TTE Instruction through CREST so as to settle by no later than 1.00 p.m. on 12 March 2026.

If you do not wish to sell any of your Ordinary Shares in the Tender Offer, do not complete and return the Tender Form or submit a TTE Instruction (as applicable).

Board intentions

Each of the Directors has confirmed that neither they nor their closely associated persons are intending to tender any of their respective current beneficial or registered holding of Ordinary Shares through the Tender Offer.

Recommendation by the Board

The Directors consider that the Tender Offer is in the best interests of the Shareholders as a whole. Accordingly, the Board unanimously recommends that you vote in favour of the Resolution, as the Directors intend to do for their respective individual beneficial holdings of, in aggregate, 1,187,505 Ordinary Shares, representing approximately 3.12 per cent. of the Issued Ordinary Share Capital of the Company as at the Latest Practicable Date.

The Board makes no recommendation to Qualifying Shareholders in relation to participation in the Tender Offer itself. Whether or not Qualifying Shareholders decide to tender all, or any, of their Ordinary Shares will depend on, among other things, their view of the Company's prospects and their own individual circumstances, including their own financial and tax position. Shareholders are required to take their own decision and are recommended to consult with their duly authorised independent financial or professional adviser.

The results of the General Meeting will be announced through a Regulatory Information Service and the Company's website as soon as possible once known. It is expected that this will be announced on or around 13 March 2026.

DEFINITIONS

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