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Total Voting Rights

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Ebiquity Plc has announced a change in its total voting rights following the proposed cancellation of 40,749 ordinary shares, reducing its issued ordinary share capital to 141,215,531 shares. This cancellation stems from an amendment to a prior acquisition agreement, where the number of consideration shares issued to vendors has been re-calculated, leading to the return and cancellation of these shares for nil consideration. Additionally, the Ebiquity plc Employee Benefit Trust has agreed not to vote its 2,262,845 ordinary shares, meaning the total voting rights available for shareholder notification calculations will be 141,215,531.

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The Company notifies that, following the proposed cancellation of 40,749 ordinary shares of 25p ("Ordinary Shares"), its ordinary share capital will consist of 141,215,531 Ordinary Shares.

The proposed cancellation of 40,749 Ordinary Shares follows an amendment ("Amendment") to the terms of the sale and purchase agreement dated 29 March 2022 ("SPA") for the acquisition of the entire issued share capital of Media Management, LLC ("MML"), pursuant to which 679,158 Ordinary Shares (the "Consideration Shares") were issued to the MML Vendors in part payment of the deferred consideration, as announced on 29 July 2025. The Amendment sets a minimum price, being the nominal value of the Company's Ordinary Shares, at which the Consideration Shares may be issued.

Pursuant to the Amendment, the number of Consideration Shares to satisfy that portion of the deferred consideration has been re-calculated to be 638,409 Ordinary Shares. As a result, the MML Vendors will transfer back 40,749 Ordinary Shares to the Company for nil consideration and the Ordinary Shares so transferred will be cancelled.

The Ebiquity plc Employee Benefit Trust ("EBT") holds 2,262,845 Ordinary Shares to satisfy awards under the Company's share options plans. The trustee of the EBT has agreed not to vote the Ordinary Shares held by it such that these Ordinary Shares are treated as not carrying voting rights.

Therefore, following the cancellation of 40,749 Ordinary Shares, the total voting rights in the Company will be 141,215,531. This figure may be used by shareholders as the denominator for calculations to determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

Capitalised terms in this announcement shall have the same meaning as in the acquisition announcement on 30 March 2022.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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