Update on Strategic Review

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY FIRM OFFER MIGHT BE MADE.

UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THE INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN FOR THE PURPOSES OF MAR

Audioboom Group PLC

Update on Strategic Review

Background to the Strategic Review

On 3 October 2025, Audioboom Group PLC ("Audioboom or the "Company") announced that it had appointed J Goodwin & Co and Rockefeller Capital as Joint Financial Advisers (the "Advisers") to carry out a strategic review (the "Strategic Review") which would involve the consideration of, amongst other options, a sale of the Company. As a consequence, the Company has been in an offer period (as defined in the Code) since 3 October 2025.

The overall objective of the Strategic Review is to enhance shareholder value and accelerate the Company's growth, capitalising on its position as one of the UK and US's leading podcast publishers.

The Board and its Advisers have been exploring a broad range of possible outcomes for the Company as part of the Strategic Review, including sourcing new investment to fund acquisitions, undertaking a substantial acquisition or reverse takeover, undertaking a sale of either the Company's US or UK businesses or undertaking a sale of the entire issued and to be issued share capital of the Company by way of an offer under the Code.

Update on Engagement with Interested Parties

Since the Strategic Review was announced the Company and the Advisers engaged with several interested parties including global media organisations, US and European peer companies and media-focused private equity investment institutions.

Interested parties have entered into non-disclosure and standstill agreements with the Company and received a presentation on the Company's business and prospects from the Audioboom management team. Parties interested in making proposals to the Board have subsequently been invited to conduct commercial and financial due diligence on the Company via a data room.

As at the date of this announcement, the Company is in discussions with a small number of parties who are considering making a cash offer for the Company's entire issued and to be issued share capital under the Code.

The indicative pricing of preliminary proposals received to date are at a premium to the closing price on 2 October 2025, being the last day of trading immediately prior to the Company entering into an Offer Period.

The Company and the Advisers will provide further updates in respect of these discussions and the Strategic Review as appropriate. The Company aims to announce the conclusion of the Strategic Review during the current quarter, ending 30 June 2026.

There can, however, be no certainty that any offer will be made for the Company, nor as to the terms on which any offer might be made nor that the final terms of any offer will be sufficiently attractive to merit the recommendation of the Board.

Shareholders are urged to take no action at this time.

The Takeover Panel Executive has granted a dispensation from the requirement of Rule 2.4(b) of the Code such that Audioboom is not required to identify any potential offeror with which the Company is in talks, or from which an approach has been received, unless that potential offeror has been specifically identified in any rumour or speculation.

Rockefeller Capital Management is the marketing name of Rockefeller Capital Management L.P. and its affiliates. Rockefeller Financial LLC (RFLLC) is a broker-dealer and investment adviser dually registered with the U.S. Securities and Exchange Commission (SEC); Member Financial Industry Regulatory Authority (FINRA), Securities Investor Protection Corporation (SIPC). These registrations and memberships in no way imply that the SEC has endorsed the entities, products or services discussed herein. Additional information is available upon request

RFLLC does not actively market its products or services to clients or potential clients in the United Kingdom (UK) or European Union (EU).

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