Proposed Placing to raise £29 million

Mpac Group plc ("Mpac" or the "Company") (AIM: MPAC), the AIM quoted global leader in high-speed packaging and automation solutions, announces a proposed conditional placing of 7,250,000 new ordinary shares of 25 pence each (the "Ordinary Shares") in the capital of the Company (the "Placing Shares") at a price of 400 pence per Placing Share (the "Issue Price") to raise gross proceeds (before fees and expenses) of £29 million (the "Placing").

The Placing Shares will represent approximately 33.7 per cent. of the existing issued ordinary share capital of the Company (the "Existing Ordinary Shares") and the Issue Price represents a discount of approximately 3.6 per cent. to the closing mid-market price of 415 pence per Existing Ordinary Share on 30 September 2024, being the latest practicable date prior to the publication of this Announcement.

Mpac proposes to use the net proceeds of the Placing to partly fund the cash consideration payable by the Company for the conditional acquisition of a leading provider of design, manufacturing and installation services for end-of-line automation and palletising solutions, CSi Palletising (the "Acquisition"), as announced by Mpac separately earlier today (the "Acquisition Announcement").

Mpac also intends to carry out a separate retail offer of up to 250,000 new Ordinary Shares (the "Retail Offer Shares", and together with the Placing Shares, the "New Ordinary Shares") at the Issue Price on the Bookbuild Platform to raise gross proceeds (before fees and expenses) of up to £1 million (the "Retail Offer", and together with the Placing, the "Fundraising"). The Retail Offer will provide existing retail Shareholders in the United Kingdom with an opportunity to participate in the Fundraising at the same price as the Placing. A separate announcement will be made in due course regarding the Retail Offer and its terms. For the avoidance of doubt, the Retail Offer is not part of the Placing.

It is expected that the Fundraising will result in the Company raising total gross proceeds (before fees and expenses) of up to £30 million.

A circular (the "Circular"), containing details of the Fundraising and the Acquisition and convening a general meeting of the Company proposed to be held at the offices of Mpac, 2 Argosy Court, Coventry, CV3 4GA at 9.00 a.m. on 18 October 2024 (the "General Meeting") in order to pass the resolutions (the "Resolutions"), is expected to be posted to Shareholders after the closure of the Bookbuild (as defined below). The Circular, once published, will be available on the Company's website at www.Mpac-group.com.

Details of the Placing

Shore Capital Stockbrokers Limited ("SCS") and Panmure Liberum Limited (together with SCS, the "Joint Bookrunners") are acting as joint bookrunners in connection with the Placing and Shore Capital and Corporate Limited ("SCC", and together with SCS, "Shore Capital") is acting as nominated adviser to Mpac.

The Placing is conditional upon, inter alia, the passing of the Resolutions and the Placing Agreement between the Company and the Joint Bookrunners not having been terminated in accordance with its terms.

The Placing is not conditional on the completion of the Acquisition. The conditions to the completion of the Acquisition are set out in the Acquisition Announcement and include the Acquisition having become unconditionally authorised from a national security perspective by a decision of the Romanian Competition Council pursuant to Government Emergency Ordinance no. 46/2022 on terms that are reasonably satisfactory to Mpac Bidco, the Resolutions being duly passed and the consultation procedures with the works council established at the level of CSi Industries B.V. in accordance with article 25 of the Dutch Works Council Act (Wet op de ondernemingsraden) having been complied with. In the unlikely event the Acquisition does not complete, the Company may, at its option, decide to use the funds for alternative investments or consider a tax efficient way to return the net proceeds to Shareholders. The Retail Offer is conditional on the Placing but the Placing is not conditional on the Retail Offer.

Directors' participation in the Placing

The following Directors have indicated that they intend to participate in the Placing as set out below. Further details will be set out in the announcement regarding the results of the Placing.

Admission, settlement and dealings

Admission is expected to take place at 8.00 a.m. on 21 October 2024 and dealings in the New Ordinary Shares are expected to commence at 8.00 a.m. on 21 October 2024 or, in each case, such later time and/or date as the Joint Bookrunners and the Company agree (being in any event no later than 8.00 a.m. on 28 October 2024).

The ISIN number of the New Ordinary Shares is GB0005991111. The TIDM is MPAC.

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement. The Appendix to this Announcement sets out further information relating to the terms and conditions of the Placing. It is intended that the Retail Offer Shares will be subscribed for on the basis of the terms and conditions of the Retail Offer, rather than pursuant to the terms and conditions of the Placing contained in the Appendix to this Announcement.

Notes:

• All references to times in this Announcement are to London time.

INFORMATION TO DISTRIBUTORS

UK product governance

EEA product governance

APPENDIX

Participation in, and principal terms of, the Bookbuild and Placing

1 The Joint Bookrunners are arranging the Placing as joint bookrunners and agents of the Company for the purpose of procuring Placees at the Issue Price for the Placing Shares.

2 Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Joint Bookrunners. Each Joint Bookrunner may severally (but is not obliged to) agree to be a Placee in respect of all or some of the Placing Shares or may nominate any member of its group to do so.

3 The Issue Price will be a fixed price of 400 pence per Placing Share and is payable to the Joint Bookrunners (as agents for the Company) by all Placees whose bids are successful.

4 The number of Placing Shares to be issued at the Issue Price will be agreed by the Joint Bookrunners in consultation with the Company following completion of the Bookbuild and will be recorded in terms of subscription entered into between the Joint Bookrunners and the Company. The number of Placing Shares to be issued will be announced by the Company on a Regulatory Information Service following the completion of the Bookbuild.

6 To bid in the Bookbuild, Placees should communicate their bid by telephone or email to their usual sales contact at the applicable Joint Bookrunner. Each bid should state the number of Ordinary Shares which the prospective Placee wishes to subscribe for at the Issue Price. Bids may be scaled down by the Joint Bookrunners on the basis referred to in paragraph 10 below. The Joint Bookrunners are arranging the Placing severally and not jointly or jointly and severally as agents of the Company.

7 A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and, except with the relevant Joint Bookrunners' consent, will not be capable of variation or revocation after the time at which it is submitted. Following the relevant Joint Bookrunner's oral or written confirmation of each Placee's allocation and commitment to acquire Placing Shares, each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the relevant Joint Bookrunner (as agent for the Company), to pay to them (or as the relevant Joint Bookrunner may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares that such Placee has agreed to subscribe for and the Company has agreed to allot and issue to that Placee regardless of the total number of Placing Shares (if any) subscribed for by any other investor(s). Each prospective Placee's obligations will be owed to the Company and the Joint Bookrunners.

8 The Bookbuild is expected to close later today on 1 October 2024, but may close later subject to the agreement of the Joint Bookrunners and the Company. The Joint Bookrunners may, in agreement with the Company, accept bids, either in whole or in part, that are received after the Bookbuild has closed.

10 The Joint Bookrunners may choose to accept bids, either in whole or in part, on the basis of allocations determined in consultation with the Company and may scale down any bids for this purpose on such basis as they may determine or be directed. The Joint Bookrunners may also, notwithstanding paragraphs 7 and 8 above, subject to the prior consent of the Company:

11 The Company reserves the right (upon agreement with the Joint Bookrunners) to reduce or seek to increase the amount to be raised pursuant to the Placing at its discretion.

12 Allocations of the Placing Shares will be determined by the Joint Bookrunners in their discretion after consultation with the Company in accordance with the FCA Handbook Conduct of Business Sourcebook ("COBS"). Allocations will be confirmed (either orally or in writing) by the relevant Joint Bookrunner and a form of confirmation will be despatched as soon as possible thereafter. The terms and conditions of this Appendix will be deemed incorporated therein. The relevant Joint Bookrunner's confirmation to such Placee constitutes an irrevocable legally binding commitment upon such person (who will at that point become a Placee), in favour of the Joint Bookrunners and the Company, to acquire the number of Placing Shares allocated to it and to pay the Issue Price in respect of such shares on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association.

14 All obligations of the Joint Bookrunners under the Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".

15 By participating in the Bookbuild and the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below under "Right to terminate under the Placing Agreement" and will not be capable of rescission or termination by the Placee.

16 To the fullest extent permissible by law and applicable FCA rules and regulations, neither:

• the Joint Bookrunners;
• to the extent not contained within (a) or (b), any person connected with the Joint Bookrunners as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of the Joint Bookrunners),

shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, none of the Joint Bookrunners, the Company, nor any of their respective Representatives shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of the conduct of the Bookbuild and/or the Placing or of such alternative method of effecting the Placing as the Joint Bookrunners and the Company may determine. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and the Joint Bookrunners shall have no liability to the Placees for any failure by the Company to fulfil those obligations.

17 The Placing Shares will be issued subject to the terms and conditions of this Appendix and each Placee's commitment to subscribe for Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Joint Bookrunners' conduct of the Placing.

18 The times and dates in this Announcement may be subject to amendment. The Joint Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any such changes.

Conditions of the Placing

The Joint Bookrunner's obligations under the Placing Agreement in respect of the Placing Shares are conditional on, inter alia:

• the Acquisition Agreement having been entered into and duly executed by the parties thereto;
• the Facilities Agreement having been entered into and duly executed by the parties thereto;
• Admission taking place no later than 8.00 a.m. 21 October 2024 or such other time and/or date as may be agreed between the Company and the Joint Bookrunners, not being later than 8.00 a.m. on 28 October 2024 (the "Final Date").

If (i) any of the conditions contained in the Placing Agreement in relation to the Placing Shares is not fulfilled or, if permitted, waived by the Joint Bookrunners in accordance with the Placing Agreement by the respective time or date where specified (or such later time or date as the Company and each of the Joint Bookrunners may agree not being later than the Final Date), or (ii) the Placing Agreement is terminated in accordance with its terms, the Placing will lapse and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time. In such instance, each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

The Joint Bookrunners may, in their absolute discretion, waive, or extend the period (up to the Final Date) for compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement, save that the conditions relating to the Acquisition Agreement, the Facilities Agreement and Admission taking place may not be waived. The period for compliance with such conditions may not be extended beyond the Final Date. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix.

Right to terminate under the Placing Agreement

Either or both of the Joint Bookrunners may, in its or their absolute discretion, at any time before Admission, terminate the Placing Agreement by giving notice to the Company if, inter alia:

• any of the warranties contained in the Placing Agreement given by the Company to the Joint Bookrunners is untrue or inaccurate or misleading; or
• any party to the Acquisition Agreement terminates, or has given notice to terminate the Acquisition Agreement; or
• in the opinion of either or both of the Joint Bookrunners (acting in good faith), there has been a development or event (or any development or event involving a prospective change of which the Company is, or might reasonably be expected to be, aware) which will or is likely to have a material adverse effect on or affecting the operations, the condition (financial, operational, legal or otherwise), or in the earnings, results of operations, business affairs, management, properties, assets, rights, operations, solvency, credit rating, prospects or funding position of the Company's group (taken as a whole) respectively whether or not foreseeable and whether or not arising in the ordinary course of business; or
• it shall come to the knowledge of the Joint Bookrunners that there has been any breach by the Company of any of its material obligations under the Retail Offer and such breach, in the opinion of the Joint Bookrunners (acting in good faith) is material in the context of the Placing and Admission; or
• the Retail Offer is terminated and such termination, in the opinion of the Joint Bookrunners (acting in good faith) is material in the context of the Placing and Admission; or
• in the opinion of the Joint Bookrunners (acting in good faith) there has been any material adverse change in the financial markets in the United States, the United Kingdom or the international financial markets, any outbreak or material escalation of hostilities, war, act of terrorism, declaration of emergency or martial law or other calamity or crisis or event or any change or development involving a prospective change in national or international political, financial, economic, monetary or market conditions or currency exchange rates or controls, in each case, in any jurisdiction a suspension or material limitation by the London Stock Exchange on any exchange or over-the-counter market, or if trading generally on the London Stock Exchange, New York Stock Exchange or a major financial market has been suspended or materially limited; or; or
• any matter or circumstance arises as a result of which it is reasonable to expect that any of the conditions of the Placing Agreement will not be satisfied at the required time(s) (if any) and continue not to be satisfied as at Admission.

The rights and obligations of the Placees shall terminate only in the circumstances described in these terms and conditions and in the Placing Agreement and will not be subject to termination by any Placee or any prospective Placee at any time or in any circumstances and the Placees' participation will not be capable of rescission or termination by it after oral confirmation by the Joint Bookrunners of the allocation and commitments following the close of the Bookbuild. By participating in the Placing, Placees agree that the exercise by either or both of the Joint Bookrunners of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Joint Bookrunners, that they need not make any reference to Placees and that none of the Company, the Joint Bookrunners nor any of their respective Representatives shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise or decision not to exercise.

Restriction on further issue of shares and certain other matters

The Company has undertaken to the Nominated Adviser and the Joint Bookrunners that it will not, and will procure that neither it nor any member of the Group will, between the date of the Placing Agreement and 180 days after Admission issue, offer, lend, mortgage, assign, charge, pledge, sell, contract to sell or issue, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of or announce any offering or issuance of any Ordinary Shares or any interest in Ordinary Shares or any securities convertible into or exchangeable for or substantially similar to Ordinary Shares or any interest in Ordinary Shares.

The Company has also undertaken to the Nominated Adviser and the Joint Bookrunners that it will not, and will procure that neither it nor any member of the Group will, between the date of the Placing Agreement and 120 days after Admission, inter alia, enter into any agreement, commitment or arrangement which is or may be material in the context of the business or affairs of the Group or which could adversely affect the Placing without having first obtained the prior written consent of each of the Joint Bookrunners.

No prospectus

Application for admission to trading

Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM. It is expected that Admission will take place at 8.00 a.m. on 21 October 2024 specified (or such later time or date as the Company and each of the Joint Bookrunners may agree not being later than the Final Date) and that dealings in the Placing Shares on AIM will commence at the same time.

Registration and settlement

Settlement of transactions in the Placing Shares following Admission will take place within the CREST system, subject to certain exceptions. Settlement within CREST is expected to occur on 21 October 2024 (the "Settlement Date"). Settlement will take place on a delivery versus payment basis. However, the Joint Bookrunners and the Company reserve the right to require settlement for, and delivery of, the Placing Shares (or any part thereof) to Placees by such other means that they deem necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Each Placee allocated Placing Shares in the Placing will be sent a form of confirmation in accordance with the standing arrangements in place with the relevant Joint Bookrunner stating the number of Placing Shares allocated to it at the Issue Price, the aggregate amount owed by such Placee to the relevant Joint Bookrunner and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions in respect of the Placing Shares that it has in place with the relevant Joint Bookrunner.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of two percentage points above the prevailing base rate of Barclays Bank as determined by the Joint Bookrunners.

The relevant settlement details for the Placing Shares are as follows:

Representations, warranties, undertakings and further terms

By submitting a bid in the Bookbuild, each Placee (and any person acting on such Placee's behalf) irrevocably confirms, represents, warrants, acknowledges, agrees and undertakes (as the case may be) with the Company and the Joint Bookrunners (in their capacity as bookrunners and placing agents of the Company in respect of the Placing), that (save where the Joint Bookrunners expressly agree in writing to the contrary):

4 the Placing does not constitute a recommendation or financial product advice and the Nominated Adviser and the Joint Bookrunners has had regard to its particular objectives, financial situation or needs;

5 none of the Nominated Adviser, the Joint Bookrunners, the Company nor any of their respective Representatives has provided, nor will provide, it with any material regarding the Placing Shares or the Company other than the Circular (when published) and this Announcement; nor has it requested any of the Nominated Adviser, the Joint Bookrunners, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;

7 the content of the Circular (when published), this Announcement and the Publicly Available Information is exclusively the responsibility of the Company and that none of the Nominated Adviser, the Joint Bookrunners, any persons acting on their behalf nor any of their respective affiliates, has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in, or omission from, the Circular (when published), this Announcement or any Publicly Available Information, nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in the Circular (when published), this Announcement, the Publicly Available Information or otherwise. Nothing in this Appendix shall exclude any liability of any person for fraudulent misrepresentation;

8 the content of this Announcement is exclusively the responsibility of the Company and the Directors and neither the Nominated Adviser, the Joint Bookrunners nor any person acting on behalf of either of them or any of their respective Representatives has or shall have any liability for any Publicly Available Information or any representation or statement relating to the Company;

11 it understands that the Placing Shares:

13 it will not offer, sell, transfer, pledge or otherwise dispose of any Placing Shares except:

• pursuant to another exemption from registration under the Securities Act, if available,

17 it:

• will not look to the Nominated Adviser or the Joint Bookrunners for all or part of any loss it may suffer as a result of any such subscription or purchase;
• is able to sustain a complete loss of an investment in the Placing Shares; and
• has no need for liquidity with respect to its investment in the Placing Shares;

20 it is not:

21 in order to ensure compliance with the Regulations, the Joint Bookrunners (for themselves severally and as agent on behalf of the Company), or the Company's registrars may, in their absolute discretion, require verification of its identity, location or legal status. Pending the provision to the Joint Bookrunners or the Company's registrars, as applicable, of evidence of identity, location or legal status, definitive certificates in respect of the Placing Shares may be retained at the Joint Bookrunners' absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed in either of the Joint Bookrunner's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity, location or legal status, the Joint Bookrunners (for themselves severally and as agent on behalf of the Company), or the Company's registrars have not received evidence satisfactory to them, either Joint Bookrunner and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on the conditional allocation of Placing Shares allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;

24 it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) it is duly authorised to do so and has full power to make the acknowledgements, warranties, representations, confirmations, undertakings, and agreements herein on behalf of each such person; and (ii) it is and will remain liable to the Company and/or Joint Bookrunners for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);

29 it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that this Announcement has not been approved by either Joint Bookrunner in its capacity as an authorised person under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;

31 unless otherwise specifically agreed with the Nominated Adviser and the Joint Bookrunners in writing, in the case of a Relevant Person in the United Kingdom who acquires any Placing Shares pursuant to the Placing, it is a Qualified Investor within the meaning of Article 2(e) of the UK Prospectus Regulation and in the case of a Relevant Person in a member state of the EEA who acquires any Placing Shares pursuant to the Placing, that it is a Qualified Investor within the meaning of Article 2(e) of the EU Prospectus Regulation;

36 it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions and that it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) and will honour such obligations and that it has not taken any action or omitted to take any action which will or may result in the Nominated Adviser, the Joint Bookrunners, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;

37 it (and any person acting on its behalf) will make payment in respect of the Placing Shares allocated to it in accordance with this Appendix on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other acquirers or sold as the Joint Bookrunners may each in their sole discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds of such sale fall short of the product of the Issue Price and the number of Placing Shares allocated to it and may be required to bear any stamp duty, stamp duty reserve tax or other similar taxes (together with any interest or penalties) which may arise upon such placing or sale of such Placee's Placing Shares;

38 none of the Nominated Adviser, the Joint Bookrunners, nor any of their respective Representatives nor any person acting on behalf of any of them is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that its participation in the Placing is on the basis that it is not and will not be a client of either the Nominated Adviser or the Joint Bookrunners in connection with its participation in the Placing and that neither the Nominated Adviser nor the Joint Bookrunners have any duty nor responsibility to it for providing the protections afforded to its clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

39 the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. None of the Nominated Adviser, the Joint Bookrunners nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes resulting from a failure to observe this requirement ("Indemnified Taxes"); each Placee and any person acting on behalf of such Placee agrees to indemnify the Company, the Nominated Adviser and the Joint Bookrunners, on an after-tax basis in respect of any Indemnified Taxes;

44 the Company, the Nominated Adviser, the Joint Bookrunners and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements, agreements, and undertakings which are given to the Nominated Adviser and the Joint Bookrunners for themselves and on behalf of the Company and are irrevocable and it irrevocably authorises the Company, the Nominated Adviser and the Joint Bookrunners to produce this Announcement, pursuant to, in connection with, or as may be required by, any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;

46 its commitment to take up Placing Shares on the terms set out in this Announcement (including this Appendix) will continue notwithstanding any amendment that may or in the future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company, the Nominated Adviser's or the Joint Bookrunners' conduct of the Placing;

47 its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that the Nominated Adviser, the Joint Bookrunners or the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

49 time is of essence as regards its obligations under this Appendix;

• without limitation, provide such personal data to the Company or the Nominated Adviser or the Joint Bookrunners for processing, notwithstanding that any such party may be outside the United Kingdom or the EEA States; and
• process its personal data for the Company's or Registrars' internal administration; and

The agreement to allot and issue Placing Shares to Placees (and/or to persons for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. Such agreement also assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes may be payable, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and none of the Company, the Nominated Adviser or the Joint Bookrunners will be responsible for such stamp duty or stamp duty reserve tax. The Placees shall indemnify the Company, the Nominated Adviser and the Joint Bookrunners on an after-tax basis for any stamp duty or stamp duty reserve tax paid by them in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify the relevant Joint Bookrunner accordingly. Placees are advised to consult with their own advisers regarding the tax aspects of the subscription for Placing Shares.

The Company, the Nominated Adviser and the Joint Bookrunners are not liable to bear any transfer taxes that arise on a sale of Placing Shares subsequent to their acquisition by Placees or for transfer taxes arising otherwise than under the laws of the United Kingdom. Each Placee should, therefore, take its own advice as to whether any such transfer tax liability arises and notify the relevant Joint Bookrunner accordingly. Furthermore, each Placee agrees to indemnify on an after-tax basis and hold each of the Nominated Adviser, the Joint Bookrunners and the Company and their respective affiliates and to hold harmless each of the Nominated Adviser, the Joint Bookrunners and the Company and their respective affiliates from any and all interest, fines or penalties in relation to stamp duty, stamp duty reserve tax and all other similar duties or taxes to the extent that such interest, fines or penalties arise from the default or delay of that Placee or its agent.

All times and dates in this Announcement are references to London time and may be subject to amendment. The relevant Joint Bookrunner shall notify the Placees and any person acting on behalf of the Placees of any changes.

DEFINITIONS

The following definitions apply throughout this Announcement unless the context otherwise requires:

"Acquisition" the proposed acquisition by the Company of the entire issued share capital of CSi Palletising, pursuant to the terms of the Acquisition Agreement;

"Acquisition Agreement" the conditional acquisition agreement dated 30 September 2024 between Mpac Bidco and the Sellers, further details of which are set in the Acquisition Announcement;

"Acquisition Announcement" the announcement by the Company of the Acquisition on 1 October 2024;

"AIM" AIM, the market of that name operated by the London Stock Exchange;

"Announcement" this announcement, including the Appendix;

"Appendix" the appendix to this Announcement;

"Bookbuild Platform" the online capital markets platform developed by BB Technology Limited;

"Circular" the circular to be sent or made available by the Company to its Shareholders on or around the Business Day following this Announcement enclosing the Notice of General Meeting;

"Company" or "Mpac" Mpac Group plc, a company incorporated and registered in England and Wales with registered number 00124855;

"Companies Act" the Companies Act 2006 (as amended from time to time);

"CSi Palletising" Elstar International B.V., a private limited liability company incorporated under the laws of the Netherlands, registered with the Dutch trade register under number 17202065, and which operates under the name 'CSi Palletising';

"Directors" the directors of the Company;

"Euroclear" Euroclear UK & International Limited, the operator of CREST;

"Existing Ordinary Shares" 21,533,773 ordinary shares of £0.25 (25 pence) each in the capital of the Company in issue at the date of this Announcement, all of which are admitted to trading on AIM;

"Facilities Agreement" the facilities agreement between, amongst others, the Company (as borrower) and HSBC UK Bank plc (as lender), further details of which are set out in the Acquisition Announcement;

"FCA" the UK Financial Conduct Authority;

"Final Date" 8.00 a.m. on 28 October 2024;

"FSMA" the Financial Services and Markets Act 2000 (as amended from time to time);

"Fundraising" the Placing and the Retail Offer;

"General Meeting" the general meeting of the Company to be held at 2 Argosy Court, Coventry, CV3 4GA at 9.00 a.m. on 18 October 2024 (or any adjournment thereof), notice of which will be set out at the end of the Circular;

"ISIN" International Securities Identification Number;

"Issue Price" 400 pence per New Ordinary Share;

"Joint Bookrunners" SCS and Panmure Liberum;

"London Stock Exchange" London Stock Exchange plc;

"Mpac Bidco" Mpac Bidco B.V., a private limited liability company incorporated under the laws of the Netherlands, registered with the Dutch trade register under number 94964823 and which was incorporated for the purposes of the Acquisition;

"New Ordinary Shares" together, the Placing Shares and the Retail Offer Shares;

"Nominated Adviser" SCC, the Company's nominated adviser for the purposes of the AIM Rules;

"Ordinary Shares" the ordinary shares of £0.25 (25 pence) each in the capital of the Company;

"Panmure Liberum" Panmure Liberum Limited, the Company's joint broker and joint bookrunner;

"Placee" any person who has agreed to subscribe for Placing Shares pursuant to the Placing;

"Placing" the conditional placing of the Placing Shares by SCS and Panmure Liberum, as agents on behalf of the Company, pursuant to the Placing Agreement, further details of which are set out in this Announcement;

"Placing Agreement" the conditional agreement dated 1 October 2024 between: (i) SCC; (ii) SCS; (iii) Panmure Liberum; and (iv) the Company, relating to the Placing, further details of which are set out in this Announcement;

"Placing Shares" 7,250,000 new Ordinary Shares to be issued in connection with the Placing;

"Registrar" Link Group Limited, the Company's registrar;

"Resolutions" the shareholder resolutions to be set out in the Notice of General Meeting to be proposed at the General Meeting to grant the Directors the authority to allot and issue the New Ordinary Shares on a non-pre-emptive basis;

"Retail Offer Shares" up to 250,000 new Ordinary Shares to be issued, conditional on Admission, in connection with the Retail Offer;

"SCS" Shore Capital Stockbrokers Limited, the Company's joint broker and joint bookrunner;

"Securities Act" the United States Securities Act of 1933, as amended;

"Sellers" Csitsme B.V., Aaseck B.V. and Lust4life Holding B.V.;

"Shareholders" holders of the Ordinary Shares of the Company from time to time;

"Shore Capital" SCC and/or SCS as the case may be;

"UK" the United Kingdom of Great Britain and Northern Ireland;