Proposed Secondary Placing

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

FRP ADVISORY GROUP PLC

("FRP", the "Group" or the "Company")

Proposed Secondary Placing

On 27 April 2026, FRP Advisory Group plc, a leading national specialist business advisory firm, announced that Geoff Rowley and Jeremy French, together with existing and former Partners of the Company, entered into lock-in deeds with the Company on 25 April 2026 by (the "2026 Lock-In"). The 2026 Lock-In remains in place and does not expire until 1 September 2031.

The 12,951,237 ordinary shares of £0.001 each in the Company (the "Ordinary Shares") held by existing and former Partners of the Company that are not subject to the 2026 Lock-In remained governed by the terms of the lock-in arrangements that were entered into in May 2024 (the "2024 Lock-In") until 31 July 2026 (the "Expiry Date"). In preparation for the Expiry Date, all of the holders of these Ordinary Shares (the "Non Locked-In Shareholders") were consulted to ensure that, should there be an intention to sell any Ordinary Shares when the 2024 Lock-In expired, this could be managed in an orderly fashion. Following this consultation process, certain Non Locked-In Shareholders have indicated their intention to sell up to, in aggregate, 4,887,968 Ordinary Shares.

In addition, due to the high level of investor demand expressed for the Ordinary Shares during the consultation process, the individuals subject to the 2026 Lock-In (the "Locked-In Shareholders") were also consulted and one has indicated his intention to sell up to, in aggregate, 28,364 Ordinary Shares. Therefore, in total, certain Non Locked-In Shareholders and Locked-In Shareholders (together, the "Selling Shareholders") have indicated an aggregate intention to sell up to 4,916,332 Ordinary Shares.

The Company therefore announces the proposed sale by the Selling Shareholders of up to 4,916,332 Ordinary Shares (the "Placing Shares") at a price of 115 pence per Ordinary Share (the "Placing").

The Placing will be effected by way of an accelerated bookbuild to institutional investors which will be launched immediately following this announcement (the "Bookbuild"). The timing of the closing of the Bookbuild and the final number and allocation of Placing Shares will be determined at the discretion of the Company and the Bookrunners.

Cavendish Capital Markets Limited ("Cavendish") and Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg" and, together with Cavendish, the "Bookrunners") are acting as joint bookrunners in relation to the Placing.

In summary, as a result of the consultation process, all Non Locked-In Shareholders and Locked-In Shareholders have been given the opportunity to sell Ordinary Shares as part of the Placing. As stated in Company's announcement of 27 April 2026, the Company confirms that any future liquidity arrangements for the Locked-In Shareholders would only occur at times when the Company considers there to be sufficient buying demand to maintain an orderly market.

A further announcement confirming the number of Placing Shares will be made following successful completion of the Placing.

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NO PROSPECTUS OR OFFERING DOCUMENT HAS BEEN OR WILL BE PREPARED IN CONNECTION WITH THE PLACING. ANY INVESTMENT DECISION TO BUY SECURITIES IN THE PLACING MUST BE MADE SOLELY ON THE BASIS OF PUBLICLY AVAILABLE INFORMATION. SUCH INFORMATION IS NOT THE RESPONSIBILITY OF AND HAS NOT BEEN INDEPENDENTLY VERIFIED BY THE COMPANY, MUFG CORPORATE MARKETS LIMITED ("MUFG"), THE SELLING SHAREHOLDERS, CAVENDISH, BERENBERG OR ANY OF THEIR RESPECTIVE AFFILIATES.

NEITHER THIS ANNOUNCEMENT NOR ANY COPY OF IT MAY BE TAKEN, TRANSMITTED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF US, AUSTRALIAN, CANADIAN, SOUTH AFRICAN OR JAPANESE SECURITIES LAWS.

CAVENDISH, WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY IN THE UNITED KINGDOM, IS ACTING ONLY FOR MUFG IN CONNECTION WITH THE PLACING AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN MUFG FOR PROVIDING THE PROTECTIONS OFFERED TO THE CLIENTS OF CAVENDISH, NOR FOR PROVIDING ADVICE IN RELATION TO THE PLACING OR ANY MATTERS REFERRED TO IN THIS ANNOUNCEMENT, AND APART FROM THE RESPONSIBILITIES AND LIABILITIES (IF ANY) IMPOSED ON CAVENDISH BY FSMA, ANY LIABILITY THEREFORE IS EXPRESSLY DISCLAIMED. ANY OTHER PERSON IN RECEIPT OF THIS ANNOUNCEMENT SHOULD SEEK THEIR OWN INDEPENDENT LEGAL, INVESTMENT AND TAX ADVICE AS THEY SEE FIT.

BERENBERG, WHICH IS AUTHORISED AND REGULATED BY THE GERMAN FEDERAL FINANCIAL SUPERVISORY AUTHORITY (BAFIN) AND IN THE UNITED KINGODM IS SUBJECT TO LIMITED REGULATION BYTHE FINANCIAL CONDUCT AUTHORITY, IS ACTING ONLY FOR MUFG IN CONNECTION WITH THE PLACING AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN MUFG FOR PROVIDING THE PROTECTIONS OFFERED TO THE CLIENTS OF BERENBERG, NOR FOR PROVIDING ADVICE IN RELATION TO THE PLACING OR ANY MATTERS REFERRED TO IN THIS ANNOUNCEMENT, AND APART FROM THE RESPONSIBILITIES AND LIABILITIES (IF ANY) IMPOSED ON BERENBERG BY FSMA, ANY LIABILITY THEREFORE IS EXPRESSLY DISCLAIMED. ANY OTHER PERSON IN RECEIPT OF THIS ANNOUNCEMENT SHOULD SEEK THEIR OWN INDEPENDENT LEGAL, INVESTMENT AND TAX ADVICE AS THEY SEE FIT.

REFERENCES TO TIME IN THIS ANNOUNCEMENT ARE TO LONDON TIME, UNLESS OTHERWISE STATED. ALL TIMES AND DATES IN THIS ANNOUNCEMENT MAY BE SUBJECT TO AMENDMENT.

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