Offer Declared Unconditional

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

RECOMMENDED INCREASED BEST AND FINAL CASH OFFER BECOMES UNCONDITIONAL

Introduction

As at 1.00 p.m. (London time) on 29 September 2026, BidCo counted 170,247,183 Harworth Shares (representing approximately 52.06 per cent. of Harworth's existing issued ordinary share capital) towards satisfaction of the Acceptance Condition to its Best and Final Offer.

The Acceptance Condition as set out in Part I of Appendix 1 to the Original Offer Document, as amended by the Mandatory Offer Announcement, has been satisfied. Pursuant to Rule 9 of the Takeover Code, the only condition to the Best and Final Offer, following the Mandatory Offer Announcement, was the Acceptance Condition. BidCo is therefore pleased to announce that the Best and Final Offer is now unconditional. In accordance with the terms of the Best and Final Offer, withdrawal rights have now ceased to be exercisable.

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.

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

Levels of Acceptances and Best and Final Offer declared unconditional

BidCo and other persons acting in concert with BidCo currently hold 168,167,940 Harworth Shares representing approximately 51.42 per cent. of Harworth's entire issued share capital.

In accordance with Rule 17 of the Takeover Code, BidCo announces that, as at 1.00 p.m. (London time) on 29 September 2026, BidCo had received valid acceptances of the Best and Final Offer in respect of a total of 2,079,243 Harworth Shares representing 0.63 per cent. of Harworth's existing issued share capital.

So far as BidCo is aware, BidCo has received valid acceptances in respect of Harworth Shares in respect of 2,007,089 Harworth Shares from persons acting in concert with BidCo, representing approximately 0.61 per cent. of Harworth's issued share capital.

BidCo therefore owns or has received valid acceptances in respect of a total of 170,247,183 Harworth Shares, representing approximately 52.06 per cent. of Harworth's issued share capital. Accordingly, the Acceptance Condition has been satisfied and the Best and Final Offer is now unconditional.

BidCo announces that it has agreed to purchase a further 49,216,852 Harworth Shares at a price at or below 187 pence per Harworth Share (the "Agreed Purchases"). Some of the Agreed Purchases have not yet settled, and it is anticipated that settlement in respect of all Agreed Purchases will have taken place by no later than 1 October 2026. Upon settlement of the Agreed Purchases, BidCo and its concert parties will own or have received valid acceptances in respect of a total of 219,452,851 Harworth Shares, representing approximately 67.11 per cent. of Harworth's issued share capital, which shall count toward satisfaction of the Acceptance Condition.

Controlling shareholder

Given the Best and Final Offer has now been declared unconditional by BidCo, BidCo (together with its concert parties) now has significant control over Harworth and is in a position to ensure the approval, or rejection, of ordinary resolutions of Harworth and determine the overall strategy of Harworth.

Best and Final Offer remains open for acceptance

Harworth Shareholders who have not yet accepted the Best and Final Offer should note that the Best and Final Offer will remain open for acceptance until further notice. BidCo will give at least 14 calendar days' notice by an announcement before the Best and Final Offer is closed for acceptances.

Action to be taken by Harworth Shareholders to accept the Best and Final Offer

Harworth Shareholders who have not yet accepted the Best and Final Offer are urged to accept as soon as possible.

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.

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.

Settlement

Settlement of the consideration to which any Harworth Shareholder is entitled under the Best and Final Offer will be effected: (i) in the case of acceptances received, complete in all respects, by 1:00 p.m. (London time) on 29 September 2026, within 14 calendar days from 29 September 2026; and (ii) in the case of acceptances received, complete in all respects, after 1:00 p.m. (London time) on 29 September 2026 but while the Best and Final Offer remains open for acceptance, within 14 calendar days of such receipt.

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 75 per cent. or more of the voting rights of Harworth, BidCo intends to apply 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. Following the delisting and cancellation, it is intended that Harworth will be re-registered as a private limited company as soon as practicable. Any such re-registration of Harworth as a private limited company and the cancellation of the listing of the Harworth Shares 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.

Remaining Harworth Shareholders (unless their Harworth Shares are acquired by BidCo pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act) would become minority shareholders in a majority controlled private limited company and may therefore be unable to sell their Harworth Shares. There can be no certainty that Harworth would pay any further dividends, or other distributions, or that such minority Harworth Shareholders would again be offered an opportunity to sell their Harworth Shares on terms which are equivalent to or no less advantageous than those under 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").

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").

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").

On 25 September 2026, BidCo announced the terms of an 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 announced that the Harworth Board considered the terms of the Best and Final Offer to be fair and reasonable and unanimously recommended that Harworth Shareholders accept the Best and Final Offer. The full terms and conditions of the Best and Final Offer will be set out in a revised offer document, which will be distributed to Harworth Shareholders as soon as reasonably practicable (the "Best and Final Offer Document").

Proposals to participants in the Harworth Share Plans

Alongside the publication of the Best and Final Offer Document, BidCo and Harworth will jointly write to participants in the Harworth Share Plans to make appropriate proposals to them in accordance with Rule 15 of the Takeover Code in respect of their rights under the Harworth Share Plans (the “Best and Final Rule 15 Proposals”). The Best and Final Rule 15 Proposals will remain open for acceptance for at least 21 days from the date on which they are sent to participants or, if later, for so long as the Best and Final Offer remains open for acceptance.

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 Best and Final 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 Increased Offer Announcement, the Mandatory Offer Announcement, the Best and Final Offer, 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 their name in the form and context in which they appear.

The calculations in this announcement are based on 326,987,774 Harworth Shares in issue as at 1.00 pm (London time) on 29 September 2026.

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

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