Best and Final Offer Document

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

PUBLICATION OF BEST AND FINAL OFFER DOCUMENT

THE PEEL GROUP NOW OWNS, HAS AGREED TO ACQUIRE OR HAS RECEIVED ACCEPTANCES IN RESPECT OF 69.72 PER CENT. OF HARWORTH'S ISSUED SHARE CAPITAL

Introduction

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.

On 29 September 2026, BidCo announced that the Acceptance Condition had been satisfied, and that the Best and Final Offer had become and was declared unconditional (the "Offer Unconditional Announcement").

Publication of the Best and Final Offer Document

BidCo is pleased to announce today the publication of a Best and Final Offer Document in relation to the Best and Final Offer (the "Best and Final Offer Document").

Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set out in the Best and Final Offer Document. A copy of the Best and Final Offer Document is available (subject to certain restrictions relating to persons in Restricted Jurisdictions) on BidCo's website at www.peel.co.uk/investor-notice/details and on Harworth’s website at https://harworthgroup.com/recommended-offer-from-peel/. The contents of BidCo's and Harworth's websites are not incorporated into, and do not form part of, this announcement.

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 are 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 Original Offer announced on 6 August 2026. BidCo has also confirmed 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.

As detailed in the Offer Unconditional Announcement, the Acceptance Condition to the Best and Final Offer was satisfied on 29 September 2026. The Best and Final Offer is therefore unconditional and an accepting Harworth Shareholder cannot subsequently withdraw their acceptance of the Best and Final Offer.

BidCo as 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.

Further, BidCo and Harworth have agreed and anticipate that, as soon as practicable, on the request of BidCo, the Harworth Directors will resign their directorships and new directors nominated by BidCo will be appointed to the Harworth Board.

Levels of Acceptances

In accordance with Rule 17 of the Takeover Code, as at 1.00 p.m. on 1 October 2026, BidCo had received valid acceptances of the Best and Final Offer in respect of a total of 2,988,029 Harworth Shares, representing approximately 0.91 per cent. of the issued share capital of Harworth.

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.

As at 1.00 p.m. on 1 October 2026, BidCo and persons acting in concert with it held, in aggregate, 217,384,792 Harworth Shares, representing approximately 66.47% per cent. of Harworth's issued share capital.

BidCo and persons acting in concert with it therefore own, or BidCo has received valid acceptances in respect of, a total of 220,372,821 Harworth Shares, representing approximately 67.39 per cent. of Harworth's issued share capital.

BidCo has also agreed to purchase 7,605,951 Harworth Shares, the purchase of which has not yet settled and which are not included in the total above. Upon settlement of these purchases, BidCo and persons acting in concert with it will own, or BidCo will have received valid acceptances in respect of, a total of 227,978,772 Harworth Shares, representing approximately 69.72 per cent. of Harworth's issued share capital.

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 and Harworth will notify Harworth Shareholders of the Final Acceptance Date by giving at least 14 days' notice prior to the specified date (which cannot be less than 21 days after posting of this document) via an announcement.

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 accompanying the Best and Final Offer Document.

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. on 29 September 2026, by no later than 13 October 2026 (being the date that is 14 days after the date that the Best and Final Offer was declared unconditional); or (ii) in the case of acceptances of the Best and Final Offer received, complete in all respects, after 1:00 p.m. on 29 September 2026 but no later than 1:00 p.m. on the Final Acceptance Date, within 14 days of such receipt.

Delisting, Cancellation and Compulsory Acquisition

As the Best and Final Offer has become unconditional, BidCo may, subject to applicable law or regulation, seek to amend the governance structure of Harworth to be more like a private company. As a consequence, BidCo may elect not to appoint any independent directors to the Harworth Board, and may not conduct earnings calls, provide any public disclosures or comply with any voluntary regimes, in each case other than as required under applicable law (including the Listing Rules of the FCA, for so long as Harworth remains a listed company) or regulation. BidCo will also now be in a position to determine the overall strategy for Harworth and the declaration or cessation of any dividends.

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 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 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.

Interests in Harworth Shares

As at close of business on 1 October 2026, the interests of BidCo, the BidCo Directors and their respective immediate families, related trusts (all of which are beneficial unless otherwise stated) and any person acting in concert with BidCo in relevant securities of Harworth were as follows:

BidCo Directors, immediate families, related trusts and connected persons

Further Interests of BidCo and persons acting in concert with BidCo

Save as set out in this announcement, as at close of business on 1 October 2026 neither BidCo, the BidCo Directors nor their respective immediate families, related trusts and connected persons nor any person acting in concert with BidCo had:

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 Announcement, the Offer Unconditional 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, and on Harworth’s website at https://harworthgroup.com/recommended-offer-from-peel/.The contents of BidCo's and Harworth's websites are not incorporated into, and do not form part of, this announcement.

Travers Smith LLP is acting as legal adviser to BidCo.

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

Requesting hard copy documents

Inspection

A copy of the Best and Final Offer Document will be submitted to the National Storage Mechanism and will be available for inspection at data.fca.org.uk/#/nsm/nationalstoragemechanism.