Statement regarding Possible Offer

• The Board of ATG has unanimously rejected a total of eleven unsolicited, highly conditional proposals received from FitzWalter, with the most recent proposal received on 23 December 2025 at 360 pence per share in cash, on the basis that the proposals fundamentally undervalue the Company
• The ATG Board believes that FitzWalter's proposals represent an opportunistic attempt to acquire the Company at a time when ATG's public market valuation is currently disconnected from the Company's fair value
• ATG management and the Board have dedicated significant time and actively engaged in a constructive manner with FitzWalter given its position as ATG's largest shareholder
• FitzWalter's latest proposal came with an irrevocable commitment to announce the terms and nature of its proposals on 12 January 2026 - the Board is requesting FitzWalter either to make a firm offer on terms which reflect fair value or confirm its intention not to make a firm offer
• ATG remains confident in its standalone prospects as a publicly listed company to deliver superior long-term shareholder value with an update on progress to be provided as part of the AGM Trading Update on 22 January 2026

ATG announces that it has received a series of unsolicited, opportunistic and highly conditional possible offers on behalf of funds and/or investment vehicles managed or advised by FitzWalter, ATG's largest shareholder, for the entire issued and to be issued share capital of ATG not already owned by FitzWalter (the "Possible Offers").

Commenting, Scott Forbes, Chair of ATG said:

"ATG remains confident about achieving its ambitions as a publicly listed company and delivering significant shareholder value. As a sector leader, ATG is in a strong position to extend its leadership and expand its footprint to capture more of the under-served and significant TAM for curated second-hand goods.

The Board has undertaken significant engagement with FitzWalter over the past four months. The Board believes FitzWalter's proposals fundamentally undervalue the business and that it is time for FitzWalter either to make a proposal which reflects fair value, or otherwise allow the business to dedicate its full focus and resources on the execution of its strategy."

Since 11 September 2025, ATG has received eleven separate proposals from FitzWalter. The first proposal did not include financial terms and was unanimously rejected by the ATG Board.

ATG has received ten proposals from FitzWalter since then, with the latest such proposal dated 23 December 2025 at an offer price of 360 pence per share in cash. In the latest proposal, FitzWalter also "irrevocably" committed to make its own announcement as to the terms and nature of its proposal on 12 January 2026.

The ATG Board, mindful of its fiduciary duties and together with its advisers, carefully considered each of the proposals received from FitzWalter and unanimously concluded that each of the proposals fundamentally undervalued ATG and its future prospects.

The ATG Board also believes that the repeated approaches, many of which were at the same proposed offer price, do not indicate an intention from FitzWalter to work towards a recommendable transaction, and the proposals represent an opportunistic attempt to acquire the Company at a time when ATG's public market valuation is disconnected from the Company's fair value.

Whilst the Board's written responses to the formal approaches by FitzWalter were appropriately clear, succinct and firm, as is customary in similar UK public M&A situations, the ATG Board and management team have consistently and constructively engaged with FitzWalter in a manner that was consistent with the size of their shareholding and position as the largest shareholder in ATG.

Although the repeated approaches by FitzWalter have placed unnecessary constraints and restrictions on the Company, throughout its engagement with FitzWalter, the Board has sought to balance its duties in defending against unsolicited and disruptive Possible Offers which fundamentally undervalued the Company, whilst at the same time engaging in the ordinary course with FitzWalter as its largest shareholder. Given the terms of FitzWalter's proposals were not at a level which the ATG Board would view as recommendable, FitzWalter has not been provided with any access to non-public diligence over this period. The ATG Board will respond appropriately should any offer be made which reflects fair value for ATG and its future prospects.

It was the ATG Board's preference to keep discussions with FitzWalter private. However, given FitzWalter's undertaking to make its own announcement as to the terms and nature of its proposals, combined with the lack of positive movement on headline commercial terms over an extended period of time, and the absence of any indication that FitzWalter will make a proposal which the ATG Board would consider fair and deliverable, the ATG Board is keen to bring a conclusion to this matter. The ATG Board requests either to receive a deliverable proposal from FitzWalter which the Board deems as reflective of fair value for ATG and its future prospects, or confirmation that FitzWalter does not intend to make a firm offer. This clarity will ensure the ATG management team is able to focus on managing the business without unnecessary constraints in order to pursue the delivery of long-term value for all shareholders.

The ATG Board is confident in ATG's standalone prospects as a publicly listed company and in the attractiveness of ATG's business model fundamentals. As an online second-hand goods marketplace leader, we are best positioned to define the market by connecting an increasing number of buyers and sellers using our proprietary tools and technology and the scale of our curated inventory.

ATG is best positioned among competitors to deliver strong strategic differentiation through continued platform enhancements yielding improved end-to-end experience for buyers who benefit from better taxonomy, search, discovery and recommendation capabilities. A more user-friendly experience leads to increased platform conversion and more ATG revenue. Value-add services such as atgPay and atgShip are not only additional key drivers of seamless connectivity between buyers and sellers, but also represent incremental transaction revenue.

The ATG Board acted with conviction to acquire Chairish in August 2025. Chairish is the second largest US brand in the list price A&A sector. The acquisition was instrumental for securing significant volume of in-market second-hand goods consumers, sellers and inventory to the ATG brands, thus accelerating the flywheel that is core to online marketplace success. The ATG Board is confident that it has unlocked a compelling TAM opportunity through the introduction of list price consumers to its range of brands and has made substantial progress in realising early operational synergies that further contribute to attractive investment returns.

Looking ahead, ATG sees opportunities to continue to leverage technology, AI, platform and other enhancements to deepen engagement, broaden reach, and deliver sustainable revenue growth. A further update on the Company's strategic progress will be provided as part of the AGM Trading Update on 22 January 2026.

There can be no certainty that any further proposal will be made by FitzWalter or any other party, nor as to the terms of any proposal. ATG shareholders are advised to take no action at this time.

In accordance with Rule 2.6(a) of the Code, FitzWalter is required, by not later than 5.00pm on 2 February 2026, being 28 days after today's date, to announce either a firm intention to make an offer for ATG in accordance with Rule 2.7 of the Code, or that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of the Code.

This announcement is made without the consent of FitzWalter.

Latham & Watkins (London) LLP is acting as legal adviser to ATG.

Website publication

Rule 2.9 disclosure