Statement of no intention to make an offer

Further to the announcements by Empresaria Group plc ("Empresaria") on 30 July 2025, 26 August 2025 and 24 September 2025 regarding a conditional and non-binding indicative offer from Legacy UK Holdings Limited ("Legacy") of 62 pence per ordinary share in cash (the "Possible Offer"), and following the changes to the board of directors of Empresaria ("Empresaria Board") on 15 October 2025, Legacy no longer believes it has the requisite support from the new Empresaria Board or from shareholders of Empresaria for its Possible Offer. As a result, Legacy confirms that it does not intend to make an offer for Empresaria.

This is a statement to which Rule 2.8 of the Code applies. Accordingly, Legacy and any person(s) acting in concert with it will, except with the consent of the Panel on Takeovers and Mergers (the "Panel"), be bound by the restrictions set out in Rule 2.8 of the Code.

For the purpose of Rule 2.8 of the Code, Legacy, and any person(s) acting in concert with it, reserves the right to make or participate in an offer for Empresaria (and/or take any other action which would otherwise be restricted under Rule 2.8 of the Code) within six months of the date of this announcement:

• with the agreement of the Empresaria Board;
• following the announcement of a firm intention to make an offer for Empresaria by or on behalf of a third party;
• if Empresaria announces a Rule 9 waiver proposal (as described in Note 1 on Dispensations from Rule 9 of the Code) or a reverse takeover (as defined in the Code); or
• if there has been a material change of circumstances (as determined by the Panel).