Response to Rule 2.8 Announcement from Atlas

The Board of BRCK Group PLC ("BRCK", the "Group") (AIM: BRCK) ("Board") notes the statement made by Atlas Holdings LLC ("Atlas") earlier today confirming that it does not intend to make an offer for BRCK. As a result, Atlas is bound by the restrictions set out in Rule 2.8 of the City Code on Takeovers and Mergers.

As announced on 31 March 2026, the Board received a non-binding indicative proposal from Atlas to acquire the entire issued and to be issued share capital of BRCK at a price of 65 pence per BRCK share in cash. The Board reviewed the proposal carefully with its financial advisers and unanimously concluded that it fundamentally undervalued BRCK. Accordingly, the Board rejected this proposal.

Following this announcement, the Board consulted widely with the shareholders of the Group.

In order to establish whether Atlas was prepared to improve its proposed offer price, the Board provided Atlas with access to due diligence materials, including a management presentation on the Group, access to a data room and meetings with senior management. The data room contained extensive information on the Group, including detailed business and financial information, in response to requests from Atlas. The Board offered to provide further meetings with senior management together with additional information on the business, which Atlas decided not to take up.

The Board has been advised by its financial advisers that the information and level of access provided to Atlas was significantly in excess of that which would be customary in these circumstances.

The Board sees no merit in an open-ended engagement with a counterparty that is not prepared to put forward a price that the Board believes, after consultation, would be attractive to shareholders. Accordingly, in order to avoid unnecessary distraction to management, disruption to the business and cost, the Board informed Atlas that it was not minded to extend the PUSU deadline of 28 April 2026 unless Atlas indicated that it intended to improve its proposed offer price above the 65 pence per BRCK share that it originally proposed.

The Board did not receive any revised proposal from Atlas. Instead, as set out in its announcement today, Atlas voluntarily decided to disengage. The announcement made by Atlas today does not reflect the extensive and constructive engagement that the Board has provided over the last four weeks.

The Board remains fully confident in BRCK's fundamental prospects as an independent listed company and will shortly issue a trading update confirming that the Group expects to report another year of revenue and adjusted EBITDA growth.

The Board is confident in the ongoing execution of BRCK's strategy and that its continued successful delivery will create significant value for shareholders.

ADDITIONAL INFORMATION

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