Proposed Placing to raise approximately £5.5m

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES AND DOES NOT CONSTITUTE AN OFFER IN RESPECT OF ANY SECURITIES OF CREO MEDICAL GROUP PLC AND NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, FORMS OR IS INTENDED TO FORM THE BASIS FOR ANY INVESTMENT DECISION IN RESPECT OF CREO MEDICAL GROUP PLC OR OTHER EVALUATION OF ANY SECURITIES OF CREO MEDICAL GROUP PLC OR ANY OTHER ENTITY AND SHOULD NOT BE CONSIDERED AS A RECOMMENDATION THAT ANY INVESTOR SHOULD SUBSCRIBE FOR OR PURCHASE ANY SUCH SECURITIES.

Creo Medical Group plc

Proposed Placing to raise approximately £5.5 million

Creo Medical Group plc (AIM:CREO), the medical device company focused on the emerging field of minimally invasive surgical endoscopy for pre-cancer and cancer patients (the "Company" or "Creo" and, together with its subsidiary undertakings, the "Group"), announces a proposed placing to raise, in aggregate, approximately £5.5 million (before expenses) (the "Placing").

Placing highlights

• The Company is raising, in aggregate, approximately £5.5 million through a proposed placing of approximately 36,666,664 new ordinary shares of 0.1p each ("Ordinary Shares") in the capital of the Company (the "Placing Shares") at a price of 15 pence per Placing Share (the "Issue Price") (the "Placing").
• Certain directors of the Company have indicated to the Company that they intend to subscribe, in aggregate, for approximately £2.15 million in the Placing.
• The Issue Price represents a premium of approximately 31.9 per cent. to the closing middle market price of 11.4 pence per Ordinary Share on 21 May 2026, being the latest practicable date prior to the publication of this Announcement.
• The Placing Shares will represent approximately 8.9 per cent. of the existing issued share capital of the Company (the "Existing Ordinary Shares").
• The Company has separately announced this morning that the Company has entered into a non-binding agreement with a company owned by Luis Collantes, the CEO of Creo Medical Europe S.L. ("Creo Medical Europe") regarding the potential sale and purchase of Creo's entire 49 per cent. shareholding in Creo Medical Europe, based on an indicative enterprise value for Creo Medical Europe in line with its carrying value as at 31 December 2025, subject to customary closing adjustments and on a cash-free, debt-free basis (the "CME Stake Disposal").
• Creo also announced in its final results statement for the financial year ended 31 December 2025 ("FY25") earlier today (the "FY25 Results Announcement"), the constitution of a loan note instrument and the conditional subscription for, in aggregate, £2 million (before expenses) of loan notes by Development Bank of Wales Public Limited Company (the "CLNs").
• The net proceeds of the Placing and the CLNs will be used to provide the Company with additional capital to facilitate Creo's continued growth and support its commercial momentum whilst it seeks to complete the CME Stake Disposal, whilst also mitigating completion risk.
• The directors of the Company (the "Directors" or the "Board") believe that the completion of the Placing, the issue of the CLNs and the CME Stake Disposal, in aggregate, will provide the Company with the cash resources to fund the Company's development to sustainable cash flow generation and profitability.
• Shore Capital Stockbrokers Limited ("Shore Capital" or the "Bookrunner") is acting as sole bookrunner in relation to the Placing.
• The Placing is to be conducted by way of an accelerated bookbuilding process (the "Bookbuild"), which will commence immediately following this Announcement and will be subject to the terms and conditions set out in the Appendix to, and as otherwise provided in, this Announcement.
• The final number of Placing Shares to be placed will be determined by Shore Capital and the Company at the close of the Bookbuild and the result will be announced as soon as practicable thereafter. The timing for the close of the Bookbuild and the allocation of the Placing Shares will be determined together by Shore Capital and the Company.

Current trading

On 22 April 2026, the Company reported that its growth momentum for FY25 has continued, with a strong trading performance in the first three months of the financial year ending 31 December 2026 ("FY26"). Year-on-year revenue growth (Q1 FY26 vs Q1 FY25) was approximately 60 per cent., the upper limit of the Board's expectations.

Alongside revenue growth, the Board continues to focus on improving the operational efficiency of the business and, following the announcement of the sale and outsourcing of its manufacturing operations on 16 April 2026 (the "Sale Announcement"), the Company announced its expectation that it will reduce underlying operating costs by 15 per cent. compared to FY25 on an annualised basis.

Since the Sale Announcement, the Company has continued to deliver strong commercial progress, with accelerating customer adoption, growing procedural volumes and further conversion of pipeline into revenue across its key markets. As set out in the FY25 Results Announcement, the strong performance in 2026 to date has underpinned the Board's confidence in the growth of the business in FY26 and it now believes that full year FY26 revenue growth will be between 50 per cent. and 60 per cent compared to FY25 (previously 40 per cent. to 60 per cent.).

This momentum increases the Board's confidence in the scale of the near-term growth opportunity, but also brings higher working capital requirements as the business invests to support inventory, customer roll-out and commercial expansion. The Board therefore believes this is the right time to strengthen the balance sheet, ensuring the Company is appropriately funded to capitalise on its growth trajectory, maintain execution momentum and maximise shareholder value ahead of completion of the proposed CME Stake Disposal.

The Company has experienced strong commercial momentum for its product portfolio in recent years, supported by growing clinical adoption and increased utilisation of its core product range. Alongside this, the Company has continued its new product innovation and development programme, with the launch of new products anticipated during 2027.

In order to support the Company's continued commercial momentum and organic growth through new product development to reach self-sustaining cash flows and profitability, the Directors have been exploring a range of options to secure strategic funding for the business whilst minimising dilution for shareholders.

In particular, the Company has been exploring the sale of its remaining 49 per cent. stake in the Group's former wholly-owned European subsidiary, Creo Medical Europe. As announced separately this morning, the Company has entered into a non-binding agreement with a company owned by Luis Collantes, the CEO of Creo Medical Europe regarding the CME Stake Disposal. If completed on the basis of the non-binding terms received and announced this morning, the CME Stake Disposal would expect to generate gross cash proceeds (subject to customary closing adjustments in respect of cash and debt) in line with the carrying value for its holding in CME as at 31 December 2025. Whilst there can be no guarantee that the CME Stake Disposal will proceed to completion, nor as to the final terms of any such sale agreement, the Company is targeting completion of the CME Stake Disposal within three months.

Further, as also announced separately in the FY25 Results Announcement this morning, the Company has constituted a convertible loan note instrument with the intention to raise, in aggregate, £2 million (before expenses) by way of the conditional subscription for CLNs by Development Bank of Wales Public Limited Company.

The Company intends to complete the Placing to secure the capital it needs to: (i) maintain and develop the strong commercial momentum that the Company has experienced whilst it seeks to complete the CME Stake Disposal; and (ii) mitigate the completion risk of the CME Stake Disposal. Accordingly, the Placing proceeds will be applied to the Company's growth initiatives, including investing in the Bipolar range of products ahead of anticipated commercial launch in 2027 and providing working capital as the utilisation and adoption of the Company's existing product set grows internationally. The Directors of Creo believe the Bipolar range or products can grow the Group's revenue by over £10m by the point of full commercialisation following their introduction.

The Directors believe that the completion of the Placing, the issue of the CLNs and, if completed on the basis of the above, CME Stake Disposal will provide the Company with sufficient cash resources to fund its development to sustainable cash flow generation and profitability.

Extract from FY25 Results statement

The following is an extract from the FY25 Results announcement released at 7:01am this morning, regarding the funding options the Group is pursuing in relation to its working capital requirements.

Going Concern

The Directors have assessed the Group's ability to continue as a going concern, taking into account its financial position, cash flow forecasts, liquidity and the principal risks and uncertainties facing the business.

For the year ended 31 December 2025, the Group reported a comprehensive loss from continuing operations of £17.5m (2024: £27.8m) and held cash and cash equivalents of £12.4m (2024: £8.7m). On 14 February 2025, the Group received proceeds of €30.4m following the disposal, on 12 February 2025, of a 51% interest in Creo Medical Europe ("CME"), at an implied equity value of €72m on a cash-free, debt-free basis.

The Group continues to invest in commercialisation and research and development and is therefore expected to incur operating losses and cash outflows in the near term. Despite actions taken to reduce the cost base during 2024 and 2025, the Group's current expenditure levels indicate that additional funding will be required.

The Directors have prepared cash flow forecasts for a period of at least 12 months from the date of approval of these financial statements. These forecasts indicate that, without additional funding, the Group is expected to exhaust its available cash resources and would be unable to meet its liabilities as they fall due within that period.

Mitigating actions identified by the Directors include:

• raising additional equity funding;
• securing debt or alternative financing arrangements; and
• disposal of the Group's remaining 49% equity interest in CME.

Subsequent to the reporting date, as outlined in Note 5, the Group entered into a non-binding agreement regarding the potential sale of its remaining 49% interest in CME. In addition, as outlined in Note 5, the Group has received a conditional subscription for £2m convertible loan notes by the Development Bank of Wales and is actively progressing further equity funding.

However, these actions are not wholly within the Group's control, and there can be no certainty that funding will be secured within the required timeframe or on acceptable terms. These conditions indicate the existence of a material uncertainty which may cast significant doubt on the Group's ability to continue as a going concern.

Notwithstanding the above, the Directors have a reasonable expectation that the Group will be able to secure sufficient funding and therefore consider it appropriate to adopt the going concern basis of accounting in preparing these financial statements.

The Placing is expected to raise gross proceeds of approximately £5.5 million (before commissions, fees and expenses).

The Placing will be effected by way of the Bookbuild at the Issue Price. The Bookbuild will open with immediate effect following the release of this Announcement in accordance with the terms and conditions set out in the Appendix to this Announcement. Shore Capital is acting as sole bookrunner in connection with the Placing.

Persons who have chosen to participate in the Placing, by making an oral, electronic or written offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in the Appendix.

The Placing is conditional, inter alia, upon a placing agreement entered into between the Company and Shore Capital (the "Placing Agreement") not having been terminated in accordance with its terms and Admission (as defined below) becoming effective no later than 8.00 a.m. on 28 May 2026 or such later time and/or date as Shore Capital and the Company agree (being in any event no later than 8.00 a.m. on 9 June 2026).

The Placing is not conditional on the completion of the CME Stake Disposal or the issue of the CLNs. The Placing is expected to complete, and the Placing Shares are expected to be admitted to trading on the AIM market of the London Stock Exchange, before a binding agreement is reached in relation to the CME Stake Disposal. As a result, there can be no guarantee that the CME Stake Disposal will complete nor as to the final terms of the CME Stake Disposal. In the event the CME Stake Disposal does not complete, the Company will continue to use the proceeds of the Placing to support its growth and for working capital purposes and will not seek to return the net proceeds to shareholders.

The timing for the close of the Bookbuild and allocation of the Placing Shares shall be at the absolute discretion of Shore Capital and the Company. The final number of Placing Shares to be issued pursuant to the Placing will be agreed by Shore Capital and the Company at the close of the Bookbuild. The result of the Placing will be announced as soon as practicable thereafter. The Placing is not being underwritten. The Placing Shares are not being made available to the public and are not being offered or sold in any jurisdiction where it would be unlawful to do so.

Prior to launch of the Placing, the Company consulted with a number of its shareholders to gauge their feedback as to the terms of the Placing and their potential participation in the Placing. The Board has concluded that the Placing is in the best interests of shareholders and wider stakeholders and will promote the long-term success of the Company and has therefore chosen to proceed with the Placing. The Placing is being structured through the Bookbuild to minimise execution and market risk.

Directors' participation in the Placing

Certain Directors have indicated that they intend to participate in the Placing as set out below. Further details will be set out in the announcement of the results of the Placing.

Admission, settlement and dealings

Application will be made to London Stock Exchange plc (the "London Stock Exchange") for admission of the Placing Shares to trading on the AIM market of the London Stock Exchange ("Admission").

Admission is expected to take place at 8.00 a.m. on 28 May 2026 and dealings in the Placing Shares are expected to commence on or before 8.00 a.m. on 28 May 2026 or such later time and/or date as the Bookrunner and the Company agree (being in any event no later than 8.00 a.m. on 9 June 2026).

The ISIN number of the Ordinary Shares is GB00BZ1BLL44. The TIDM is CREO.

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement. The Appendix to this Announcement sets out further information relating to the terms and conditions of the Placing.

INFORMATION TO DISTRIBUTORS

UK product governance

Solely for the purposes of the product governance requirements contained within Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of investors who meet the criteria of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (for the purposes of UK Product Governance Requirements) should note that: (a) the price of the Placing Shares may decline and investors could lose all or part of their investment; (b) the Placing Shares offer no guaranteed income and no capital protection; and (c) an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Bookrunner will only procure investors who meet the criteria of professional clients and eligible counterparties.

EEA product governance

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures in the European Economic Area (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, the Bookrunner will only procure investors who meet the criteria of professional clients and eligible counterparties.

APPENDIX

Participation in, and principal terms of, the Bookbuild and Placing

• allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time.

• the Bookrunner;
• any of its Representatives; nor
• to the extent not contained within (a) or (b), any person connected with the Bookrunner as defined in the FSMA ((b) and (c) being together " affiliates " and individually an " affiliate " of the Bookrunner),

shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, none of the Bookrunner, the Company, nor any of their respective Representatives shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of the conduct of the Bookbuild and/or the Placing or of such alternative method of effecting the Placing as the Bookrunner and the Company may determine. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and the Bookrunner shall have no liability to the Placees for any failure by the Company to fulfil those obligations.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The Bookrunner's obligations under the Placing Agreement in respect of the Placing Shares are conditional on customary conditions, inter alia:

If (i) any of the conditions contained in the Placing Agreement in relation to the Placing Shares is not fulfilled or, if permitted, waived by the Bookrunner in accordance with the Placing Agreement by the respective time or date where specified (or such later time or date as the Company and the Bookrunner may agree not being later than the Final Date), or (ii) the Placing Agreement is terminated in accordance with its terms, the Placing will lapse and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time. In such instance, each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

The Bookrunner may, in its absolute discretion, waive, or extend the period (up to the Final Date) for compliance by the Company in relation to the conditions in the Placing Agreement, save that the condition relating to Admission taking place, may not be waived. The period for compliance with such conditions may not be extended beyond the Final Date. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix.

Neither the Bookrunner nor any of its affiliates nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Bookrunner.

By participating in the Bookbuild, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described above and under "Right to terminate under the Placing Agreement" below, and will not be capable of rescission or termination by the Placee.

Right to terminate under the Placing Agreement

The Bookrunner may, in its absolute discretion (after having to the extent reasonably practicable in the circumstances consulted with the Company), at any time before Admission, terminate the Placing Agreement in accordance with its terms in certain circumstances by giving notice to the Company if, inter alia:

Further, the Bookrunner may, in its absolute discretion, by notice in writing to the Company (or by orally communicating the same to the Company), at any time before Admission terminate this Agreement with immediate effect in accordance with its terms in certain circumstances by giving notice to the Company if, , there happens, develops or comes into effect:

The rights and obligations of the Placees shall terminate only in the circumstances described in these terms and conditions and in the Placing Agreement and will not be subject to termination by any Placee or any prospective Placee at any time or in any circumstances and the Placees' participation will not be capable of rescission or termination by it after oral confirmation by the Bookrunner of the allocation and commitments following the close of the Bookbuild. By participating in the Placing, Placees agree that the exercise by the Bookrunner of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Bookrunner, that they need not make any reference to Placees and that none of the Company, the Bookrunner nor any of their respective Representatives shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise or decision not to exercise.

Upon termination, the Bookrunner shall be released and discharged (except for any liability arising before or in relation to such termination) from its obligations under or pursuant to the Placing Agreement, subject to certain exceptions. If the Bookrunner exercises its right to terminate the Placing Agreement before Admission, then the Placing Agreement shall cease and terminate and the Placing will not proceed.

Placees agree that they will have no rights against the Bookrunner, the Company or any of their respective directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).

By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it after the issue by the Bookrunner of a contract note, electronic trade confirmation or other (oral or written) confirmation confirming each Placee's allocation and commitment in the Placing.

Restriction on further issue of shares and certain other matters

The Company has undertaken to the Bookrunner that it will not, between the date of the Placing Agreement and 90 days after Admission issue, offer, lend, mortgage, assign, charge, pledge, sell, contract to sell or issue, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of or announce any offering or issuance of any Ordinary Shares or any interest in Ordinary Shares or any securities convertible into or exchangeable for or substantially similar to Ordinary Shares or any interest in Ordinary Shares other than in connection with the Placing or the CLNs. This undertaking will not prevent the Company from granting any options over shares to employees or proposed employees in accordance with any employee share option or share incentive scheme established by the Company or issuing shares upon the exercise of share options.

No prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published. No offering document or prospectus has been or will be submitted to be approved by the FCA (or any other authority) or submitted to the London Stock Exchange in relation to the Placing or the Placing Shares.

Placees' commitments will be made solely on the basis of (i) publicly available information announced through a Regulatory Information Service (as defined in the AIM Rules for Companies (the "AIM Rules")) by or on behalf of the Company on or prior to the date of this Announcement, (ii) the information contained in this Announcement and (iii) the business and financial information published in accordance with the rules and practices under the AIM Rules and the Market Abuse Regulation (EU Regulation No. 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK MAR") (together, the "Publicly Available Information") and subject to the further terms set forth in the form of confirmation referred to below.

Each Placee, by participating in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than Publicly Available Information), representation, warranty or statement made by or on behalf of the Company or the Bookrunner or any other person and none of the Company, the Bookrunner nor any other person acting on such person's behalf nor any of their respective Representatives has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. No Placee should consider any information in this Announcement to be legal, tax or business advice. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation by that person.

Application for admission to trading

Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM. It is expected that Admission will take place at 8.00 a.m. on 28 May 2026 (or such later time or date as the Company and the Bookrunner may agree not being later than 9 June 2026) and that dealings in the Placing Shares on AIM will commence at the same time.

Registration and settlement

Settlement of transactions in the Placing Shares following Admission will take place within the CREST system, subject to certain exceptions. Settlement within CREST is expected to occur on 28 May 2026 (the "Settlement Date"). Settlement will take place on a delivery versus payment basis. However, the Bookrunner and the Company reserve the right to require settlement for, and delivery of, the Placing Shares (or any part thereof) to Placees by such other means that they deem necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Following the close of the Bookbuild, each Placee allocated Placing Shares in the Placing will be sent a form of confirmation in accordance with the standing arrangements in place with the Bookrunner stating the number of Placing Shares allocated to it at the Issue Price, the aggregate amount owed by such Placee to the Bookrunner and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions in respect of the Placing Shares that it has in place with the Bookrunner.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of two percentage points above the prevailing base rate of Barclays Bank PLC as determined by the Bookrunner.

The settlement details for the Placing Shares are as follows:

Each Placee is deemed to agree that, if it does not comply with these obligations, the Bookrunner may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Bookrunner's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) or other similar taxes imposed in any jurisdiction which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, such Placee confers on the Bookrunner all such authorities and powers necessary to carry out such sale and agrees to ratify and confirm all actions which the Bookrunner lawfully takes in pursuance of such sale.

Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax. If there are any circumstances in which any United Kingdom stamp duty or stamp duty reserve tax or other similar taxes or duties (including any interest and penalties relating thereto) is payable in respect of the allocation, allotment, issue, sale, transfer or delivery of the Placing Shares (or, for the avoidance of doubt, if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), none of the Bookrunner nor the Company shall be responsible for payment thereof.

Representations, warranties, undertakings and further terms

By submitting a bid in the Bookbuild, each Placee (and any person acting on such Placee's behalf) irrevocably confirms, represents, warrants, acknowledges, agrees and undertakes (as the case may be) with the Company and the Bookrunner (in its capacity as bookrunner and placing agent of the Company in respect of the Placing), that (save where the Bookrunner expressly agree in writing to the contrary):

• pursuant to another exemption from registration under the Securities Act, if available,

• will not look to the Bookrunner for all or part of any loss it may suffer as a result of any such subscription or purchase;
• is able to sustain a complete loss of an investment in the Placing Shares; and
• has no need for liquidity with respect to its investment in the Placing Shares;

(together with the Money Laundering Regulations, the " Regulations ") and if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to the Bookrunner such evidence, if any, as to the identity or location or legal status of any person which they may request from it in connection with the Placing (for the purpose of complying with the Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by the Bookrunner on the basis that any failure by it to do so may result in the number of Placing Shares that are to be acquired by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Bookrunner may decide at its sole discretion;

• without limitation, provide such personal data to the Company or the Bookrunner for processing, notwithstanding that any such party may be outside the United Kingdom or the EEA States; and
• process its personal data for the Company's or Registrars' internal administration; and

these terms and conditions and any agreements entered into by it pursuant to the terms and conditions set out in this Appendix, and all non-contractual or other obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract (including any dispute regarding the existence, validity or termination of such contract or relating to any non-contractual or other obligation arising out of or in connection with such contract), except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by any of the Company or the Bookrunner in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.

The foregoing representations, warranties, agreements, undertakings, acknowledgements and confirmations are given for the benefit of the Company as well as the Bookrunner and are irrevocable. Each Placee, and any person acting on behalf of a Placee, acknowledges that neither the Company nor the Bookrunner owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement or these terms and conditions.

The agreement to allot and issue Placing Shares to Placees (and/or to persons for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. Such agreement also assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes may be payable, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and none of the Company or the Bookrunner will be responsible for such stamp duty or stamp duty reserve tax. The Placees shall indemnify the Company and the Bookrunner on an after-tax basis for any stamp duty or stamp duty reserve tax paid by them in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify the Bookrunner accordingly. Placees are advised to consult with their own advisers regarding the tax aspects of the subscription for Placing Shares.

The Company and the Bookrunner are not liable to bear any transfer taxes that arise on a sale of Placing Shares subsequent to their acquisition by Placees or for transfer taxes arising otherwise than under the laws of the United Kingdom. Each Placee should, therefore, take its own advice as to whether any such transfer tax liability arises and notify the Bookrunner accordingly. Furthermore, each Placee agrees to indemnify on an after-tax basis and hold each of the Bookrunner and the Company and their respective affiliates and to hold harmless each of the Bookrunner and the Company and their respective affiliates from any and all interest, fines or penalties in relation to stamp duty, stamp duty reserve tax and all other similar duties or taxes to the extent that such interest, fines or penalties arise from the default or delay of that Placee or its agent.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that the Bookrunner and any of their respective affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so.

All times and dates in this Announcement are references to London time and may be subject to amendment. The Bookrunner shall notify the Placees and any person acting on behalf of the Placees of any changes.