Further Statement re Possible Offer

Improved proposals made to the Board of IP Group plc ("IP Group") since 22 June 2026

Further to its announcement of 22 June 2026, Railways Pension Trustee Company Limited, acting by its agent, Railway Pension Investments Limited (collectively referred to in this announcement as "Railpen") confirms that it has spent a significant amount of time meeting with shareholders and the IP Group board (the "Board").

Following this feedback, Railpen has made two improved proposals to the Board.

Under the terms of the most recent revised proposal (the "Improved Proposal"), IP Group shareholders would be entitled to:

• 61 pence in cash for each IP Group share held (the "Cash Offer");
• a pro rata share of the Company's entire shareholding in Oxford Nanopore Technologies plc ("ONT") which was valued at 10.6 pence per IP Group share, based on the closing price for an ONT share of 115.9 pence on the last business day prior to this announcement; and
• a contingent value right (the "CVR") of up to 11.3 pence per IP Group share linked to the value of the Company's interest in Metsera as at 31 December 2029 (or such earlier date as IP Group disposes of its interest).[1]

The published NAV of the Metsera interest as at 31 December 2025 was £128.2m. Under the Improved Proposal, the CVR would entitle shareholders to receive 30% of any increase in the NAV above £128.2m as at 31 December 2029 (or earlier, if the Company realised the Metsera interest before that date), subject to a 10% annual return hurdle (capped at 11.3 pence per IP Group share). Assuming the Company has not disposed of the Metsera interest as at 31 December 2029, the NAV hurdle would be £170.6m.

IP Group shareholders should note that there can be no certainty of any such uplift in the value of Metsera occurring or that any payment will be made under the Metsera CVR. The terms and conditions of any Metsera CVR would be set out in any announcement made under Rule 2.7 of the Code, if and when made.

Under the terms of the Improved Proposal, Railpen would work with the Company to assess the mechanism by which IP Group shareholders would realise the value of their indirect stake in ONT most efficiently, with a view to minimising the costs and expenses associated with this offer structure.

Pre-conditions

The Improved Proposal is subject to the satisfaction or waiver of the following principal pre-conditions:

• formation of the consortium referred to in Railpen's announcement of 22 June 2026;
• completion of confirmatory due diligence to the satisfaction of Railpen; and
• the unanimous and unconditional recommendation of the offer by the board of IP Group.

Railpen has been a supportive and engaged shareholder of IP Group since 2019 and as at the date of this announcement holds 162,355,200 IP Group shares, representing 18.4 per cent. of IP Group's issued share capital.

Important Code notes

This announcement does not amount to a firm intention to make an offer and accordingly there can be no certainty that an offer will be made even if the pre-conditions are satisfied or waived.

A further announcement will be made if and when appropriate.

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 the Company in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer for the Company, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

For the purpose of Rule 2.5 of the Code, Railpen reserves the right to:

• make an offer at any time on terms less favourable than those set out in this announcement:
• with the agreement or recommendation of the IP Group board;
• if a third party announces a possible or firm intention to make an offer for IP Group pursuant to Rule 2.7 of the Code which, as at that date, is on less favourable terms than those set out in this announcement; or
• following the announcement by IP Group of a Rule 9 waiver transaction pursuant to Appendix 1 of the Code or a reverse takeover (as defined in the Code);
• reduce the Cash Offer by the amount of any dividend or other distribution to IP Group shareholders which is announced, declared, made or paid by IP Group after the date of this announcement; and
• vary the form, mix or composition of consideration described in this announcement and/or introduce other forms of consideration (including by changing the basis of calculation of the CVR or the portfolio or assets to which it attaches).

Railpen also reserves the right to waive any pre-condition to the making of an offer for IP Group pursuant to Rule 2.7 of the Code.

Capitalised terms not otherwise defined in this announcement shall have the same meaning as in the announcement released by Railpen on 22 June 2026.

Rule 2.4 information

As set out in Railpen's Opening Position Disclosure on 30 June 2026, no parties are acting in concert with Railpen with respect to the Improved Proposal.

Rule 26.1 disclosure

Additional Information

Sources and bases

• Certain figures included in this announcement have been subject to rounding adjustments.
• Closing price of 115.9p per ONT share on 16 July 2026 (being the last business day prior to this announcement).
• 80,775,255 ONT shares held by IP Group on 16 July 2026 (being the last business day prior to this announcement).
• 975,251,349 ONT shares in issue on 16 July 2026 (being the last business day prior to this announcement).
• IP Group fully diluted share capital of 907,068,324 shares on 16 July 2026 (being the last business day prior to this announcement).
• Market capitalisation of ONT of £1,130m on 16 July 2026 (being the last business day prior to this announcement).
• The closing price for IP Group and ONT shares are the relevant closing middle market price sourced from the Daily Official List of the London Stock Exchange for that date.
• Metsera CVR assumes transaction close on 31 December 2026 and NAV hurdle compounds for 3 years until 31 December 2029
• Unless otherwise stated, financial information relating to IP Group has been extracted from IP Group's annual report and accounts for the financial year ended 31 December 2025.
• As Railpen has not been able to confirm the outstanding IP Group options (and the extent to which these may vest or lapse on completion of any offer), the Total Value and the premium are calculated based on the number of IP Shares in issue as at the relevant date (and therefore may vary slightly to reflect the number of options that would vest on completion of the possible offer).

[1] Under the terms of the Improved Proposal, the Metsera CVR would replace the CVR linked to an Istesso Disposal set out in Railpen's announcement of 22 June 2026.