Irrevocable Undertaking and Letters of Intent

Introduction

• 10 pence per ordinary share of 5 pence each in the share capital of Empresaria (the "Ordinary Shares"), paid in cash at completion of any offer ("Completion"); and
• 50 pence nominal per Ordinary Share, to be settled in unsecured loan notes redeemable for cash on the third anniversary of Completion. Such loan notes would accrue an annual interest rate of 2.6% payable on the third anniversary of Completion.

The Possible Offer may be implemented by way of a Court-sanctioned scheme of arrangement ("Scheme") or a takeover offer ("Takeover Offer"). The full terms of any offer will be set out in a formal Scheme document or Takeover Offer document (the "Offer Document") addressed to the shareholders of the Company.

Support from certain major shareholders of Empresaria

Planmatics has received support for the Possible Offer from certain major shareholders of Empresaria, as set out in more detail below. In aggregate, Planmatics has received support from shareholders in respect of 28,421,849 ordinary shares (representing 57.01 per cent of the issued share capital of Company as at 30 June 2025).

Irrevocable undertakings given by Hendrik M. van Heijst, Beleggingsclub 't Stockpaert and Stichting Value Partners Family Office ("Heijst Shareholders")

On 30 June 2025, Planmatics received signed irrevocable undertakings from the Heijst Shareholders to vote in favour (or procure the vote in favour) of any Scheme or to accept the Takeover Offer, in respect of their entire holdings of 14,497,254 Ordinary Shares, representing approximately 29.08 per cent. of the issued share capital of Empresaria as at 30 June 2025 (the "Irrevocable Undertakings").

The Irrevocable Undertakings shall be deemed to include any further shares in the capital of the Empresaria of which the Heijst Shareholders may become the registered holders or beneficial owners of, or in respect of which the Heijst Shareholders may otherwise become entitled to exercise all rights and interests.

The Irrevocable Undertakings will cease to be binding on the earlier of:

• 31 December 2025;
• if an offer or scheme document is not published within 28 days of the release of a firm intention announcement under Rule 2.7 of the Code, in accordance with the requirements of the Code (or within such longer period as the Panel may permit);
• if the Possible Offer is withdrawn or lapses in accordance with its terms, save where Planmatics exercises its right to switch between a Scheme and a Takeover Offer; or
• if any event occurs or becomes known to Planmatics before dispatch of any offer or scheme document, as a result of which the Panel agrees that Planmatics need not proceed with the Possible Offer, and no new, revised or replacement offer is announced.

Letter of intent given by Anthony Martin

On 27 June 2025, Anthony Martin signed non-binding letter of intent (the "LOI"), received by Planmatic on 30 June 2025, confirming Mr Martin's intention, as at the date of the letter, to vote in favour (or procure the vote in favour) of any Scheme or to accept (or procure acceptance of) the Takeover Offer in respect of his entire holding of 13,924,595 Ordinary Shares, representing approximately 27.93 per cent. of the existing issued ordinary share capital of the Company as at close of business on 30 June 2025.

Further announcements will be made, as appropriate, in due course. The Irrevocable Undertakings and LOI are available for viewing at https://planmatics.net

Enquries

Notice related to financial advisers

Rule 26.1 disclosure

Additional Information