Recommended Increased Best and Final Offer

PEEL PEPPER (UK) Limited ("Bidco"), A COMPANY INDIRECTLY WHOLLY-OWNED BY PEEL HOLDINGS GROUP LIMITED

CHANGE OF RECOMMENDATION FROM THE HARWORTH BOARD

Best and Final* Offer

BidCo today is pleased to announce the terms of a recommended increased best and final* cash offer for the entire issued and to be issued ordinary share capital of Harworth not already owned by BidCo or other wholly-owned subsidiaries of Peel Holdings at a price of 187 pence per Harworth Share (the "Best and Final Offer").

BidCo also announces that today it has agreed to purchase 72,080,449 Harworth Shares at a price of 187 pence per Harworth Share (the "Agreed Purchases"). The Agreed Purchases have not yet settled, and it is anticipated that settlement will take place on 29 September 2026. Upon settlement of the Agreed Purchases, BidCo will own or have received, or shall be deemed to have received, valid acceptances in respect of a total of 170,377,069 Harworth Shares, representing approximately 52.1 per cent. of Harworth's issued share capital, which shall count toward satisfaction of the Acceptance Condition. A further announcement will be made upon settlement of the Agreed Purchases and, following settlement, BidCo anticipates that the Best and Final Offer will become and be declared unconditional.

BidCo is continuing to seek to purchase additional Harworth Shares by means of market or other purchases at or below the Best and Final offer price of 187 pence per Harworth Share.

*The financial terms of the Best and Final Offer are final and will not be increased, save that BidCo reserves the right to increase the financial terms of the Best and Final Offer where: (i) there is an announcement on or after the date of this announcement of an offer or possible offer, including a partial offer for 30 per cent. or more of Harworth's voting share capital, or a firm intention to make an offer for Harworth by any third-party offeror or potential offeror, including where any such announcement is made by Harworth; or (ii) the Panel otherwise provides its consent, which will only be provided in wholly exceptional circumstances.

Background to and Reasons for the Harworth Board Recommendation

While the Harworth Board has confidence in the Group’s standalone strategy and future potential, the recommendation follows careful consideration of the Best and Final Offer and engagement with Harworth Shareholders.

The Harworth Board believes that the Best and Final Offer is in the best interests of all Harworth Shareholders, as it accelerates shareholder returns that could be delivered from, and removes the execution risk associated with, the strategic plan that Harworth would pursue independently. In reaching its conclusion, the Harworth Board has carefully considered the following:

The Best and Final Offer provides Harworth Shareholders with the opportunity to realise the entirety of their interests in cash against the current uncertainty presented by a weak macroeconomic backdrop and persistent illiquidity in the shares exacerbated by the concentrated profile of Harworth's share register;

The risk-adjusted and time-weighted returns that may be generated by Harworth’s strategy as an independent entity, compared with the certainty of the Best and Final Offer;

The Best and Final Offer at 187.0 pence per Harworth Share represents a discount of 10.4 per cent. to Harworth’s Diluted EPRA NDV per Harworth Share of 208.8 pence as at 30 June 2026. This compares to an average discount of 28.2 per cent. to Harworth’s Diluted EPRA NDV per share over the last 3 years; and

Harworth’s share price has closed at or below 187.0 pence per share on 98.2% of the trading days over the last five years.

Taking all the above factors into consideration, the Harworth Directors, who have been so advised by Barclays and Peel Hunt as to the financial terms of the Best and Final Offer, consider the terms of the Best and Final Offer to be fair and reasonable. In providing their advice to the Harworth Directors, Barclays and Peel Hunt have taken into account the commercial assessments of the Harworth Directors. Barclays and Peel Hunt are providing independent financial advice to the Harworth Directors for the purposes of Rule 3 of the Takeover Code.

Therefore, the Harworth Directors unanimously recommend that Harworth Shareholders accept the Best and Final Offer.

Further details of the Best and Final Offer will be set out in a revised offer document (the "Best and Final Offer Document"), which will be prepared and is expected to be distributed to Harworth Shareholders as soon as reasonably practicable.

Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set out in the Original Offer Document.

Rationale for BidCo's Best and Final Offer

BidCo’s Best and Final Offer provides Harworth Shareholders with a highly attractive and certain cash solution at a full valuation, against the alternative of an investment in Harworth, which has an increasingly uncertain outlook, and an unsuitable public company structure from which to deliver the strategic change that BidCo believes is required.

In BidCo’s view, Harworth is facing significant operational challenges, including declining NAV, higher leverage, a capital constrained balance sheet, worsening cashflow and lower sales volumes.

Additionally, BidCo believes Harworth faces structural challenges that contribute to its significant discount and limit liquidity options for Harworth Shareholders, including its concentrated shareholder register, limited liquidity in Harworth Shares, and the free float being less than 25 per cent. of the Harworth Shares in issue.

BidCo’s Best and Final Offer provides Harworth Shareholders with full liquidity for their entire shareholding and certainty of value in cash at completion. The Best and Final Offer represents:

A premium of 47.4% to the 3-month volume-weighted average share price, which is significantly ahead of the transaction precedents quoted by Harworth. The market has also declined by 9% since BidCo made its first Offer.

A 10.4% discount to Harworth's published 30 June 2026 Diluted EPRA NDV per share, although in BidCo’s view the relevant discount is lower as Harworth's NDV is facing negative pressure.

BidCo notes the average discount of the share price to Harworth’s EPRA NDV over the three months prior to BidCo’s Offer was 43% and the average over the four years prior to BidCo’s Offer was 30%.

In this context, BidCo believes its Best and Final Offer represents full value for Harworth Shareholders. In BidCo's view, if the Best and Final Offer were to lapse, Harworth Shareholders may face a share price significantly below BidCo’s Best and Final Offer.

Terms of the Best and Final Offer

Under the terms of the Best and Final Offer, which are subject to the further terms and conditions which shall be set out in further detail in the Best and Final Offer Document and, in respect of Harworth Shares held in certificated form, the second form of acceptance which will accompany the Best and Final Offer Document (the "Second Form of Acceptance"), BidCo is offering to acquire the Harworth Shares from Harworth Shareholders at a price of:

187 pence in cash for each Harworth Share

The Best and Final Offer values the entire issued and to be issued ordinary share capital of Harworth at approximately £631.7 million and represents a premium of approximately:

The Best and Final Offer represents an 8.4 per cent. increase on the Offer announced on 6 August 2026.

BidCo also confirms that it will make no adjustment to its Best and Final Offer for the interim dividend of 0.592 pence per Harworth Share announced by Harworth on 9 September 2026.

Update on BidCo's Financing Arrangements

BidCo further announces entry into a commitment letter with HSBC UK Bank PLC and National Westminster Bank PLC (together, the "Lenders", each acting in its capacity as mandated lead arranger and lender respectively), pursuant to which the Lenders have agreed to arrange and/or underwrite debt financing for the Best and Final Offer to be made available to BidCo under an interim facilities agreement dated 25 September 2026 ("Interim Facilities Agreement"). The Best and Final Offer will therefore be funded both by BidCo's own cash resources and by way of the Interim Facilities Agreement.

Share Purchases by BidCo

Rothschild & Co Global Markets Solutions Limited ("Rothschild & Co GMS"), acting on behalf of BidCo, is seeking to purchase Harworth Shares on BidCo's behalf at or below the Best and Final Offer price of 187 pence per Harworth Share.

Harworth Shareholders who are interested in selling their Harworth Shares to BidCo should contact the Rothschild & Co GMS team by telephone on +44 (0) 207 000 2000 or by email at gms_execution_sales_traders@rothschildandco.com.

Financing of the Best and Final Offer

BidCo's own cash resources and debt made available pursuant to the Interim Facilities Agreement will be used to fund the Best and Final Offer in full. Further details about the updated financing of the Best and Final Offer will be set out in the Best and Final Offer Document.

Rothschild & Co is satisfied that the necessary financial resources are available to BidCo to enable it to satisfy, in full, the consideration payable by BidCo under the terms of the Best and Final Offer.

Background to the Best and Final Offer

On 26 August 2026, BidCo published an offer document (the "Original Offer Document") for the entire issued and to be issued ordinary share capital of Harworth not already owned by BidCo or other wholly-owned subsidiaries of Peel Holdings (the "Offer") and an investor presentation setting out the strategic and financial rationale for the Offer (the "Investor Presentation").

On 9 September 2026, Harworth published a circular in response to the Original Offer Document (the "Defence Document").

On 16 September 2026, BidCo announced the terms of an increased cash offer (the "Increased Offer Announcement") to acquire the entire issued and to be issued ordinary share capital of Harworth not already owned by BidCo or other wholly-owned subsidiaries of Peel Holdings at a price of 177.5 pence per Harworth Share (the "Increased Offer"), and the publication of a presentation setting out BidCo's observations on the Defence Document to assist Harworth Shareholders in assessing the Increased Offer (the "Response Presentation").

On 17 September 2026, BidCo announced that BidCo and persons with whom it is acting in concert had acquired, through market purchases, interests in 137,669 Harworth Shares and that, as a consequence of such purchases, BidCo and persons with whom it is acting in concert were interested in Harworth Shares representing 30.00 per cent. of the voting share capital of Harworth and that, accordingly, the Increased Offer became a mandatory offer pursuant to Rule 9.1(a) of the Takeover Code (the "Mandatory Offer Announcement").

Conditions to and further terms of the Best and Final Offer

Save as set out below, the Best and Final Offer is subject to the same terms and conditions as set out in Appendix 1 (Conditions and Further Terms of the Offer) of the Original Offer Document. The Best and Final Offer is a revision to the Offer and the Increased Offer, and should be construed accordingly.

Interim Dividend

If, on or after 6 August 2026 and before the Best and Final Offer becomes or is declared unconditional, any dividend, distribution or return of capital is announced, declared, made, paid or becomes payable by Harworth in respect of Harworth Shares (other than the Interim Dividend of 0.592 pence per Harworth Share announced on 9 September 2026), BidCo shall reduce the consideration payable under the terms of the Best and Final Offer by an amount of such dividend, distribution or return of capital, in which case any reference in this announcement to the consideration payable under the Best and Final Offer will be deemed to be a reference to the consideration as so reduced. If the consideration payable under the terms of the Best and Final Offer is reduced in accordance with this paragraph, it shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Best and Final Offer.

Acceptance Condition

Following the Mandatory Offer Announcement, in accordance with Rule 9 of the Takeover Code, all of the Conditions set out in Part I of Appendix 1 to the Original Offer Document immediately ceased to apply and the Best and Final Offer became subject only to the following acceptance condition ("Acceptance Condition"):

The Best and Final Offer is subject to valid acceptances of the Best and Final Offer being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. (London time) on the Unconditional Date (or such later time(s) and/or date(s) as BidCo may, in accordance with the Takeover Code or with the consent of the Panel, decide) in respect of such number of Harworth Shares which, when aggregated with the Harworth Shares acquired or unconditionally agreed to be acquired by BidCo or any person acting in concert with BidCo (whether pursuant to the Best and Final Offer or otherwise) before such time, carry more than 50 per cent. of the voting rights then normally exercisable at a general meeting of Harworth including for this purpose any such voting rights attaching to Harworth Shares that are unconditionally allotted or issued before the Best and Final Offer becomes or is declared unconditional whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise.

For the purposes of this Acceptance Condition:

all percentages of voting rights, share capital and relevant securities are to be calculated by reference to the percentage held and in issue outside treasury;

any Harworth Shares which have been unconditionally allotted but not issued shall be deemed to carry the voting rights that they will carry upon issue; and

valid acceptances shall be treated as having been received in accordance with the Takeover Code (including but not limited to Rule 10, the notes to Rule 10 and Appendix 4).

Intentions of BidCo and disclosures

BidCo confirms that the Best and Final Offer does not change its intentions as regards the business of Harworth, including as to its employees, management, pension schemes and locations, as detailed in paragraph 7 of Part I of the Original Offer Document (Intentions of BidCo with regard to Harworth's business, management, employees, pensions, fixed assets, headquarters and locations).

How to accept the Best and Final Offer

The Second Form of Acceptance will also be sent to Harworth Shareholders holding Harworth Shares in certificated form together with the Best and Final Offer Document. However, Harworth Shareholders who have already validly accepted the Original Offer will automatically be deemed to have accepted the terms of the Best and Final Offer by virtue of their prior acceptance. Such Harworth Shareholders therefore will not need to take any further action, and do not need to complete or return the Second Form of Acceptance or submit a further Electronic Acceptance.

The Best and Final Offer will extend to all issued Harworth Shares not otherwise held by BidCo or other wholly-owned subsidiaries of Peel Holdings and to any further Harworth Shares which are unconditionally allotted or issued and fully paid before the Best and Final Offer closes.

Harworth Shareholders who have not yet accepted the Best and Final Offer are urged to do so as soon as possible, and in any event, by no later than 1.00 p.m. (London time) on 25 October 2026 (or such later time(s) and/or date(s) as BidCo may, in accordance with the Takeover Code or with the consent of the Panel, decide).

If you hold your Harworth Shares, or any of them, in certificated form (that is, NOT in CREST), to accept the Best and Final Offer in respect of those Harworth Shares you should complete, sign and return (i) the first form of acceptance accompanying the Original Offer Document dated 26 August 2026, or (ii) the Second Form of Acceptance which will accompany the Best and Final Offer Document to be posted in due course.

If you hold your Harworth Shares, or any of them, in uncertificated form (that is, in CREST), to accept the Best and Final Offer in respect of those Harworth Shares you should follow the procedure for Electronic Acceptance through CREST so that the TTE instruction settles as soon as possible.

Best and Final Offer Document

The Original Offer Document contains the terms and conditions to the Original Offer. The Best and Final Offer Document containing updates to those terms and conditions to reflect the Best and Final Offer and any material updates since the publication of the Original Offer Document will be sent to Harworth Shareholders as soon as reasonably practicable.

Delisting, Cancellation and Compulsory Acquisition

If BidCo receives acceptances under the Best and Final Offer in respect of, and/or otherwise acquires or agrees to acquire, Harworth Shares carrying 50 per cent. or more of the voting rights of Harworth, BidCo will have significant control over Harworth. BidCo will be in a position to determine, for example, the composition of the Harworth Board and management team, the overall strategy of the Harworth Group, and the declaration or cessation of any dividends. In the meantime, Harworth Shares in respect of which the Best and Final Offer has not been accepted at that time are likely to be affected by reduced trading volume and reduced liquidity as a consequence.

If BidCo receives acceptances under the Best and Final Offer in respect of, and/or otherwise acquires or agrees to acquire, Harworth Shares carrying 75 per cent. or more of the voting rights of Harworth, BidCo intends to procure that Harworth applies to the FCA for the cancellation of the listing of Harworth Shares on the Official List and to the London Stock Exchange for the cancellation of admission to trading of Harworth Shares on the Main Market. Any such cancellation would significantly reduce the liquidity and marketability of any Harworth Shares not assented to the Best and Final Offer. It is anticipated that any cancellation would take effect no earlier than 20 Business Days after BidCo has acquired or agreed to acquire Harworth Shares carrying 75 per cent. or more of the voting rights of Harworth.

If BidCo receives acceptances under the Best and Final Offer in respect of, and/or otherwise acquires, 90 per cent. or more of the Harworth Shares to which the Best and Final Offer relates and assuming the other requirements of sections 974 to 991 of the 2006 Act are met, BidCo intends to exercise its rights to acquire compulsorily the remaining Harworth Shares.

Interests in Harworth Shares

BidCo Directors, immediate families, related trusts and connected persons

Further Interests of BidCo and persons acting in concert with BidCo

an interest in, or right to subscribe for, any Harworth Shares;

procured an irrevocable commitment or letter of intent to accept the terms of the Offer in respect of Harworth Shares nor has any outstanding irrevocable commitment or letter of intent with respect to Harworth Shares;

General

This announcement should be read in conjunction with the full text of BidCo's firm offer announcement published on 6 August 2026, the Original Offer Document, the Investor Presentation, the Increased Offer Announcement, the Response Presentation, the Mandatory Offer Announcement and the Best and Final Offer Document, copies of which are (or will be) available (subject to certain restrictions relating to persons in Restricted Jurisdictions) on BidCo's website at www.peel.co.uk/investor-notice/details. The contents of BidCo's website are not incorporated into, and do not form part of, this announcement.

Rothschild & Co, Barclays Bank plc and Peel Hunt LLP have given and not withdrawn their written consent to the issue of this announcement with the inclusion of the references to its name in the form and context in which they appear.

The sources of information and bases of calculation of certain information contained in this announcement are set out in the Appendix to this announcement.

Travers Smith LLP is acting as legal adviser to BidCo.

Allen Overy Shearman Sterling LLP is acting as legal adviser to Harworth.

Dealing and Opening Position Disclosure Requirements

Requesting hard copy documents

BASES OF CALCULATION AND SOURCES OF INFORMATION

Transaction precedents highlighted by Harworth include: (i) Blackstone Europe LLP's offer for St. Modwen Properties PLC; (ii) Blackstone Europe LLP's offer for Industrials REIT; (iii) Brookfield's offer for Tritax EuroBox; (iv) LondonMetric Property PLC's offer for Urban Logistics REIT; (v) Blackstone Europe LLP's offer for Warehouse REIT; and (vi) Prologis's offer for SEGRO. The statement that BidCo's best and final offer premium of 47.4% is significantly ahead of the transaction precedents quoted by Harworth, on a three-month volume-weighted average price ("VWAP") basis, is based on a 34% offer premium to the three-month VWAP for the highlighted precedents. This 34% premium represents the simple average of the disclosed and calculated premiums for the above precedents, including for Tritax EuroBox and Industrials REIT, for which three-month VWAP premiums were not disclosed and were therefore calculated by reference to the three-month VWAP to the undisturbed date, as sourced from FactSet

The statement that "the market has declined by 9% since BidCo made the Offer" reflects the percentage decline in the FTSE EPRA Nareit UK Index (Ticker: 187604, as sourced from FactSet), reflecting the movement in the index from 6 August 2026 (the date of BidCo's firm Offer announcement) to 24 September 2026, with the index rebased to 100 as at 5 August 2026

The value of the Best and Final Offer, of £631.66 million (rounded to two decimal places) is calculated on the basis of the issued and to be issued share capital of Harworth of 337,783,896 Harworth Shares (inclusive of shares held in the Harworth Employee Benefit Trust)

Unless otherwise stated, all volume-weighted average prices have been derived from Bloomberg and have been rounded to the nearest single decimal place

Certain figures included in this announcement have been subject to rounding adjustments

Save where otherwise stated, all information, statistics and statements referred to above are sourced from Harworth Group plc's own public disclosures, comprising: (i) Harworth Group plc's "Half Year Results" announcement for the six months ended 30 June 2026, released via RNS on 9 September 2026; (ii) Harworth Group plc's Response Document, published on 9 September 2026; (iii) Harworth Group plc's "Programme to achieve cost savings" announcement, released via RNS on 15 September 2026; and (iv) Harworth Group plc's prior periodic financial statements and results announcements, including its interim and full year results announcements and Annual Reports and Financial Statements for prior periods, in each case as released via RNS and published on Harworth's investor relations website