Heads of Terms Signed for Taweela Grid Connection

Active Energy Group plc ("AEG" or the "Company"), the renewable energy and digital infrastructure platform, is pleased to announce that it has entered into non-binding Heads of Terms ("HoTs") in relation to the proposed acquisition of a 2.5 MVA grid connection located at Taweela, UAE (the "Acquisition").

The proposed acquisition relates solely to grid connection capacity. Completion of the transaction is conditional upon the satisfactory completion of confirmatory due diligence and the execution of legally binding documentation.

The transaction represents a further step in the Company's strategy to aggregate scalable, energisation-ready power infrastructure in key Middle Eastern markets, where supply remains constrained and demand for high-density digital infrastructure continues to accelerate.

Consideration

Total consideration for the Acquisition is £1.25 million, based on a price of £500,000 per MVA. This is structured as follows:

Equity - £625,000

To be satisfied by the issue of new ordinary shares in AEG at a premium to the most recent closing price at the date of completion, subject to the required shareholder authorities to allot new ordinary shares.

The new shares issued as part of the equity consideration will be subject to a 12-month lock-in, aligning the vendor with the Company's long-term growth strategy.

Cash - £625,000

The cash element of the transaction will be deferred at two equal parts, over a 12-month period following completion.

Due Diligence and Timetable

The Company has commenced confirmatory due diligence, which is expected to include verification of grid capacity, connection rights, load availability and any upgrade requirements. Subject to the outcome of this process, the Company expects to complete the transaction within approximately four weeks.

Post completion, AEG intends to deploy its modular digital infrastructure solution, targeting energisation and revenue generation within 12-15 weeks.

Existing UAE Capacity

AEG notes that, including previously announced arrangements, its secured and proposed grid capacity in the UAE currently comprises:

• Ghummud: 3.5 MVA
• Kazna: 1.5 MVA
• Taweela: 2.5 MVA
• Core development site: 8.0 MVA

Together, these assets provide a meaningful initial operating base. Based on current assumptions and third-party offtake agreements, the portfolio is expected to generate c.$0.45m revenue per MVA, equating to circa $7m annualised revenue at steady state, subject to utilisation and market conditions.

Paul Elliott, Chief Executive Officer of Active Energy, commented:

"This transaction is another clear demonstration of our ability to execute at pace and secure high-quality energy infrastructure on highly attractive terms. Taweela not only enhances our growing UAE footprint but continues the trend of acquiring capacity at a meaningful discount to both replacement cost and international benchmarks.

What is particularly compelling is the speed at which we are scaling. In under 12 months, we have assembled 15.5 MVA of capacity, creating a strong foundation for near-term revenue generation and future expansion. With a clear pipeline and a repeatable acquisition model, we believe we are well positioned to accelerate towards our 100 MVA target while maintaining strict capital discipline."