Launch of Retail Offer

Retail Offer

The Board of Malvern International plc (AIM: MLVN), the global learning and skills development partner, is pleased to announce a retail offer via BookBuild (the "Retail Offer") of new ordinary shares ("Ordinary Shares") of Ordinary Shares of GBP0.01 each in the capital of the Company (the "Retail Offer Shares") at an issue price of 23 pence per Ordinary Share (the "Issue Price").

In addition to the Retail Offer, the Company is also conducting a placing and a directors' intended subscription of new ordinary shares at the Issue Price (the "Placing", "Directors' Intended Subscription" and together with the Retail Offer, the "Fundraise"). A separate announcement has been made regarding the Placing and its terms. For the avoidance of doubt, the Retail Offer is not part of the Placing. Further details of the Placing and the Directors' Intended Subscription can be found in the announcement made at 7:00 a.m. today.

The Issue Price represents a discount of approximately 6 per cent to the closing share price of 24.5 pence per Ordinary Share on 16 February 2026.

The Company will require additional share authorities to allot the Retail Offer Shares. Accordingly, the Retail Offer is conditional, inter alia, upon Shareholders approving the Resolution 1 at the General Meeting, and the Retail Offer Shares to be issued pursuant to the Retail Offer being admitted to trading on the AIM market operated by the London Stock Exchange ("Admission"). Admission of the New Ordinary Shares pursuant to the Retail Offer is expected to take place on or around 6 March 2026. Completion of the Retail Offer is conditional, inter alia, upon the completion of the Placing.

The net proceeds of the Fundraise will provide, inter alia, funding to support the development and scaling up of the four university pathway contracts won over the last 12 months.

Expected Timetable in relation to the Retail Offer

Retail Offer

The Company values its retail shareholder base, given the support of retail shareholders, the Company believes that it is appropriate to provide its retail shareholders in the United Kingdom the opportunity to participate in the Retail Offer. The Company is therefore making the Retail Offer available in the United Kingdom through the financial intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/67GKK1/authorised-intermediaries

The Retail Offer will be open to eligible investors in the United Kingdom at 12:00pm on 17/02/2026. The Retail Offer is expected to close at 4:30pm on 23/02/2026. Investors should note that financial intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.

There is a minimum subscription of £100.00 per investor under the terms of the Retail Offer which is open to investors in the United Kingdom subscribing via the intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/67GKK1/authorised-intermediaries

UK Product Governance Requirements

EU Product Governance Requirements