Response to Possible Offer for IP Group plc

The Board of IP Group (the "Board") notes the recent announcement by Railways Pension Trustee Company Limited, acting by its agent, Railway Pension Investments Limited (collectively "Railpen"). The Board confirms that on 16 June 2026, it received a preliminary and highly conditional proposal from Railpen, to acquire the entire issued and to be issued share capital of IP Group (the "Proposal").

Under the terms of the Proposal, for each IP Group share, IP Group shareholders would receive:

• Cash offer of 59.0 pence per existing IP Group share;
• The indirect value of the Oxford Nanopore Technologies plc ("ONT") stake distributed to IP Group shareholders by way of a dividend in specie;
• A Contingent Value Right of up to 5 pence per existing IP Group share, comprising 3 pence per IP Group share payable if a disposal of the Company's holding in Istesso completes within 12 months following completion of Railpen's offer and the gross sale proceeds attributable to IP Group are equal to or more than £98 million, and a further 2 pence per IP Group share payable if gross sale proceeds to IP Group exceed £200 million (the "CVR").

The Proposal was described as "final"* by Railpen, and amongst other conditions, is subject to the formation of a consortium to deliver a firm offer.

Based on the closing share price of ONT on 22 June 2026, the last practicable date prior to this announcement, the Proposal, excluding the value of the CVR, implies a value of 69.4 pence per IP Group share, representing:

• a premium of approximately 6.7% to IP Group's closing share price on the same date; and
• a discount of approximately 37.2% to IP Group's last reported Net Asset Value ("NAV") of 110.4 pence per share as at 31 December 2025.

IP Group's closing share price was 70.6 pence per share as recently as 2 June 2026.

The Board, together with its advisers, carefully considered the Proposal and concluded that it materially undervalued the Company, its unique framework of origination capabilities and its future prospects. Accordingly, the Board unanimously rejected the Proposal.

The Proposal from Railpen follows three previous indicative offers which were unanimously rejected by the Board, citing concerns around value, structure and deliverability. The three previous indicative offers did not include the CVR structure outlined above.

Notwithstanding this, and recognising its duty to explore all options to maximise shareholder value, the Board invited Railpen, both directly and via its advisers, to engage constructively to determine a path forward which addressed the Board's concerns around value, structure and deliverability of the Proposal. Railpen did not take up this opportunity, and no further communication was received by the Board until the announcement made by Railpen on 22 June 2026.

Background

The Board and Railpen have engaged extensively over the last few months to explore alternatives to resolve the Company's persistent discount between the Company's prevailing share price and the reported NAV. Whilst a number of options were considered, a strategy centered around leveraging IP Group's leading market position to build a scaled, third-party venture and scale-up manager has been a common objective. The Board has consistently welcomed Railpen's differentiated perspective on the need to develop the scale-up opportunity in the UK and values its constructive engagement on this topic.

As discussions with Railpen evolved, in late 2025, it was indicated to the Board that a take-private of IP Group by Railpen would be its preferred route to delivering this strategy. The Board, mindful of its fiduciary duties to explore credible alternatives that could deliver superior value to all shareholders, engaged constructively.

At the time of its initial approach, Railpen was unable to provide any detail or clarity on the key terms of any offer for the Company. Railpen also did not have funding in place to finance an offer and instead indicated that it would need to assemble a consortium to implement any offer, and requested for access to non-public due diligence. Consistent with UK public market practice, the Board declined to provide such access in the absence of a formal proposal which delivered, at a minimum, certainty and value at a level that the Board would be minded to recommend to all shareholders.

However, recognising Railpen's position as a significant shareholder, the Board offered opportunities for the executive management team to engage directly with Railpen's prospective consortium members to articulate the merits and strategic attractiveness of the IP Group equity story. Following these discussions, Railpen was able to form the Pensions Growth Alliance Consortium (the "Consortium"), which comprises a collection of UK pension funds.

Railpen, acting on behalf of the Consortium, made two indicative offers to the Board on:

• 23 April 2026 at an implied value of 64.4 pence per existing IP Group share; and
• 5 May 2026 at an implied value of 65.5 pence per existing IP Group share.

The first two indicative offers comprised a cash offer (53.9 pence and 55.2 pence per existing IP Group share, respectively) and a dividend in specie of the ONT stake.

Both of the indicative offers submitted by the Consortium were carefully considered by the Board and its advisers. The Board unanimously rejected each of the first two indicative offers on the basis that they fundamentally undervalued the Company and lacked clarity over the deliverability of a structure that would be acceptable to all shareholders.

On 4 June 2026, Railpen informed the Board that it did not intend to proceed with an offer for the Company.

On 12 June 2026, Railpen put forward a third "draft indicative final* offer letter" at an implied value of 69.5 pence per existing IP Group share. The structure of the proposal was the same as that of the first two proposals (cash offer of 59.0 pence per existing IP Group share and a dividend in specie of the ONT stake). The third proposal was also rejected by the Board.

Consistent with its fiduciary duties, the Board stands ready to engage with any party that tables a recommendable and deliverable proposal.

The Board remains confident in the standalone prospects of IP Group, underpinned by its high-quality portfolio and its unique framework of origination capabilities, and recognises the Company's leading position to deliver the commitments highlighted by the UK government with regards to pension reform and private market access.

Commenting, Michael Queen, Chair of IP Group said:

"The Board has welcomed the support it has received from Railpen over the years, including their role in supporting the UK innovation ecosystem and the ambitions of the Mansion House reforms. We recognise and share the view that further progress is needed to ensure the UK can fully fund and scale its most promising companies. As the most active investor in university and other research-based companies, IP Group is committed to playing a leading role in addressing this challenge.

Since 2024, IP Group has taken decisive action to drive cost efficiencies, realised over £250 million of cash and undertaken a buyback to retire ~15% of its share capital.

While the Board remains confident in the Company's standalone prospects, it will continue to act in the best interests of all shareholders and wider stakeholders, and remains open to engagement with any party that recognises the inherent value of IP Group's unique portfolio."

There can be no certainty that any firm offer for IP Group will be made and a further announcement will be made if and when appropriate.

In the meantime, IP Group shareholders are strongly advised to take no action in relation to the Proposal.

In accordance with Rule 2.6(a) of the Code, Railpen is required, by not later than 5.00 p.m. (London time) on 20 July 2026, to either announce a firm intention to make an offer for IP Group in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can only be extended with the consent of the Panel on Takeovers and Mergers (the "Panel") in accordance with Rule 2.6(c) of the Code.

This announcement has been made by IP Group without the prior agreement or consent of Railpen.

* This statement does not give rise to any consequences under the Code.

About IP Group

IP Group accelerates the impact of science for a better future. As the most active UK based, early-stage science and technology investor, we develop and support some of the world's most exciting businesses in healthtech, deeptech and cleantech. Including through Parkwalk, the UK's largest growth EIS fund manager, we back world-changing innovation emerging in leading universities and research institutions. Our specialist investment team combines sector expertise with an international approach. Together we have a strong track record of success, having backed high-profile companies including Oxford Nanopore Technologies plc, Hinge Health, Featurespace, First Light Fusion, Hysata, and Oxa. IP Group is listed on the Main Market of the London Stock Exchange under the code IPO. For more information, please visit our website at www.ipgroupplc.com.

Rule 2.9 Disclosure