Offer Update

(a newly incorporated company controlled by funds managed and/or advised by Epiris GP III Limited and its affiliates)

for

GAMMA COMMUNICATIONS PLC

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

ADJOURNMENT OF SHAREHOLDER MEETINGS AND NO INCREASE STATEMENT*

On 1 September 2026, the boards of Gamma Communications plc ("Gamma" or the "Company") and Bradbury Bidco Limited ("Bidco"), a newly incorporated entity formed by funds managed and/or advised by Epiris GP III Limited and its affiliates, announced that they had reached agreement on the terms of a recommended cash offer by Bidco for the entire issued and to be issued ordinary share capital of Gamma (the "Acquisition"), for cash consideration of 1,120 pence per Gamma Share (the "Acquisition Price").

On 25 September 2026, Gamma published a scheme document relating to the Acquisition (the "Scheme Document"), including notices convening the Court Meeting and the General Meeting (together, the "Meetings") to be held on Tuesday 20 October 2026.

The level of votes cast to date in respect of the Meetings has been materially lower than recent annual general meetings of Gamma. To date, proxy votes have been received in respect of less than 40 per cent. of the Gamma Shares eligible to be voted at the Meetings, and the Company hopes to see this level of participation increase. The Board of Gamma believes that the current level of participation is due, in large part, to a significant proportion (approximately 50 per cent) of the economic interests in the Company being held by merger arbitrage funds which have only recently established their positions. The Board therefore believes that additional time should be allowed for the Gamma Shares underlying those positions, amongst others, to be voted. Accordingly, the Gamma Board have decided to adjourn the Meetings to Monday 2 November 2026.

Bidco also confirms that the Acquisition Price represents its final offer for the entire issued and to be issued ordinary share capital of Gamma.*

The Gamma Board confirms that it is not in discussions with any other parties in respect of a potential competing offer for Gamma. Bidco and Gamma have submitted all filings required in connection with the antitrust and regulatory conditions set out in the Scheme Document, with German merger control clearance having been received. It is now expected the Scheme to become Effective in Q1 2027 (rather than the first half of 2027 as previously anticipated).

*The Acquisition Price and the financial terms of the Acquisition are final and will not be increased, save that Bidco reserves the right to increase the Acquisition Price and/or otherwise improve the terms of the Acquisition: (i) if there is an announcement on or after the date of this Announcement of a possible offer or a firm intention to make an offer (including a partial offer involving the acquisition or consolidation of control (as defined in the Code)) for Gamma by any third party (whether identified or not); or (ii) in wholly exceptional circumstances with the consent of the Panel. If after the date of this announcement Gamma declares, makes or pays any dividend or distribution or other return of capital to its shareholders, Bidco will make an equivalent reduction to the Acquisition Price.

This announcement is made by Gamma with the consent of Bidco.

Adjournment of Court Meeting and General Meeting

The Gamma Directors have agreed that the chair of the Meetings will use the discretion available to the chair to adjourn the Meetings to afford Gamma Shareholders more time to consider this Announcement, in particular that Bidco has now confirmed the Acquisition Price represents its final* offer, and decide whether or not to submit or change their votes. At the Meetings on Tuesday 20 October 2026, the only business to be dealt with will be to adjourn the Meetings. Accordingly, the Gamma Directors recommend that Gamma Shareholders do not attend the Meetings on Tuesday 20 October 2026.

The Court Meeting will be adjourned to Monday 2 November 2026 at 8.30 a.m. and the General Meeting will be adjourned to Monday 2 November 2026 at 8.45 a.m. (or as soon thereafter as the Court Meeting concludes or is further adjourned), respectively, at the offices of Investec Bank plc at 30 Gresham Street, London, EC2V 7QP.

As previously announced, the Gamma Directors unanimously recommend that the Scheme Shareholders vote or procure votes in favour of the Scheme at the Court Meeting and the Gamma Shareholders vote or procure votes in favour of the Resolution to be proposed at the General Meeting (or, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, that Gamma Shareholders accept such offer). All the Gamma Directors who hold Gamma Shares (in a personal capacity or through a nominee) have irrevocably voted in favour in respect of their own beneficial holdings (and their connected persons), amounting, in aggregate, to 114,824 Gamma Shares (representing, in aggregate, approximately 0.13 per cent. of the Gamma Shares (excluding treasury shares) in issue on 24 September 2026, being the last Business Day prior to publication of the Scheme Document).

In respect of each Meeting, the relevant Forms of Proxy (or electronic appointments) should be received as soon as possible and in any event no later than the relevant time set out below:

• PINK Form of Proxy for the Court Meeting: 8.30 a.m. on Thursday 29 October 2026; and
• WHITE Form of Proxy for the General Meeting: 8.45 a.m. on Thursday 29 October 2026,

or, in the case of a further adjourned Meeting, not later than 48 hours (excluding non-Business Days) before the time fixed for such further adjourned Meeting.

If the PINK Form of Proxy for use at the Court Meeting is not received by the time and date set out above, it may be handed to the Chair of the Court Meeting or to a representative of MUFG Corporate Markets before the commencement of the adjourned Court Meeting. However, if the WHITE Form of Proxy for the General Meeting is not received by MUFG Corporate Markets by the time and date set out above, it will be invalid.

Action to be taken

As further detailed in the Scheme Document, to become Effective the Scheme will require, among other things, the approval of the requisite majorities of Scheme Shareholders at the Court Meeting and the passing of the Resolution by Gamma Shareholders at the General Meeting.

IT IS IMPORTANT THAT, FOR THE COURT MEETING IN PARTICULAR, AS MANY VOTES AS POSSIBLE ARE CAST SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR AND REASONABLE REPRESENTATION OF THE OPINION OF THE SCHEME SHAREHOLDERS. YOU ARE THEREFORE STRONGLY ENCOURAGED TO COMPLETE, SIGN AND RETURN YOUR FORMS OF PROXY (OR APPOINT A PROXY ELECTRONICALLY) AS SOON AS POSSIBLE AND, IN ANY EVENT, BEFORE THE DEADLINES STATED ABOVE.

Gamma Shareholders who DO NOT wish to change their voting instructions

Gamma Shareholders who have already submitted Forms of Proxy, or who have appointed a proxy electronically, for the Court Meeting and the General Meeting and do not wish to change their voting instructions need take no further action, as their Forms of Proxy (or electronic appointments) will continue to be valid in respect of the adjourned Court Meeting and General Meeting.

Gamma Shareholders who DO wish to change their voting instructions

Gamma Shareholders who have already submitted Forms of Proxy, or who have appointed a proxy electronically, for the Court Meeting and the General Meeting and now wish to change their voting instructions should submit further Forms of Proxy or electronic proxy appointments by following the relevant procedures set out in the Scheme Document.

Revised expected timetable of principal events

An updated expected timetable for the Acquisition is set out in the Appendix to this Announcement. Accordingly, the times and dates set out in the expected timetable of principal events in the Scheme Document and Forms of Proxy should be considered amended as set out in the Appendix to this Announcement. Gamma Shareholders should note that, as set out above, the parties now expect the Scheme to become Effective in Q1 2027.

Capitalised terms used but not defined in this announcement (the "Announcement") have the meanings given to them in the Scheme Document, unless the context requires otherwise. All references to times in this Announcement are to London, United Kingdom times unless stated otherwise.

Bird & Bird LLP are retained as legal adviser to Gamma in connection with the Acquisition. Latham & Watkins (London) LLP are retained as legal adviser to Epiris and Bidco in connection with the Acquisition.

General

The Acquisition is subject to English law, the jurisdiction of the Court, and the applicable requirements of the Code, the Panel, the London Stock Exchange, the FCA, the UK Listing Rules and the Registrar of Companies.

APPENDIX

REVISED EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Certain of the following dates are indicative only and subject to change (please see note (5) below):

Notes:

• PINK Forms of Proxy for the adjourned Court Meeting should be received by MUFG Corporate Markets before 8.30 a.m. on Thursday 29 October 2026, being 48 hours (excluding non-Business Days) before the adjourned Court Meeting, or, if the Court Meeting is further adjourned, not later than 48 hours (excluding non-Business Days) before the time fixed for the holding of the further adjourned meeting. PINK Forms of Proxy not so received may be handed to the Chair or a representative of MUFG Corporate Markets before the commencement of the adjourned Court Meeting.
• WHITE Forms of Proxy for the adjourned General Meeting must be received by MUFG Corporate Markets before 8.45 a.m. on Thursday 29 October 2026 in order for it to be valid, being 48 hours (excluding non-Business Days) before the adjourned General Meeting, or, if the General Meeting is further adjourned, not later than 48 hours (excluding non-Business Days) before the time fixed for the holding of the further adjourned meeting. WHITE Forms of Proxy cannot be handed to the Chair or a representative of MUFG Corporate Markets at the General Meeting.
• Only those Scheme Shareholders (in the case of the Court Meeting) and Gamma Shareholders (in the case of the General Meeting) on the register of members of Gamma at 6.00 p.m. on Thursday 29 October 2026, being two days (excluding non-Business Days) before the adjourned Meetings, will be entitled to attend and vote. If a Meeting is further adjourned, only those Scheme Shareholders (in the case of the Court Meeting) and Gamma Shareholders (in the case of the General Meeting) on the register of members of Gamma at 6.00 p.m. on the day which is two days (excluding non-Business Days) before the further adjourned meeting will be entitled to attend and vote.
• The General Meeting will commence at the stated time or as soon thereafter as the Court Meeting concludes or is further adjourned.
• These times and dates are indicative only and will depend on, among other things, the date upon which (i) the Conditions are satisfied or (where applicable) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order sanctioning the Scheme is delivered to the Registrar of Companies. Gamma will give adequate notice of the date and time of the Sanction Hearing, once known, by issuing an announcement through a Regulatory Information Service. If the expected date of the Sanction Hearing is changed, Gamma will give adequate notice of the change by issuing an updated announcement through a Regulatory Information Service.
• This is the last date by which the Scheme must be implemented unless Bidco and Gamma, with the prior consent of the Panel and, if required, the approval of the Court, agree in writing a later date.