Response to Press Speculation

The Board of Pinewood.AI notes the recent press speculation regarding Pinewood.AI and confirms that it has entered into discussions with Apax Partners LLP ("Apax") regarding a possible cash offer of 500 pence per share for the entire issued and to be issued share capital of Pinewood.AI (the "Possible Offer") by Apax. As an alternative to receiving cash, the Possible Offer will include an unlisted partial share alternative.

This Possible Offer follows a number of earlier approaches from Apax to the Board regarding a possible cash offer for Pinewood.AI.

Having carefully considered the terms of the Possible Offer together with its advisers, the Board of Pinewood.AI has concluded that the Possible Offer is at a value that it would be minded to recommend to Pinewood.AI shareholders should a firm intention to make an offer pursuant to Rule 2.7 of the Code be announced on such financial terms, subject to agreement of all other terms and conditions of an offer and completion by Apax of confirmatory due diligence.

There can be no certainty that any firm offer will be made. A further announcement will be made if and when appropriate.

In accordance with Rule 2.6(a) of the Code, Apax is required, by not later than 5.00 p.m. (London time) on 26 February 2026, to do one of the following: (i) announce a firm intention to make an offer for Pinewood.AI in accordance with Rule 2.7 of the Code ; or (ii) announce that it does not intend to make an offer for Pinewood.AI, 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 in accordance with Rule 2.6(c) of the Code.

In accordance with Rule 2.5(a) of the Code, Apax reserves the right to introduce other forms of consideration and/or vary the mix or composition of consideration of any offer. In addition, Apax reserves the right to make an offer for Pinewood.AI at a lower value or on less favourable terms than the Possible Offer: (i) with the agreement or recommendation of the Board of Pinewood.AI; (ii) if a third party announces a firm intention to make an offer for Pinewood.AI which, at that date, is of a value less than the value of the Possible Offer; or (iii) following the announcement by Pinewood.AI of a Rule 9 waiver transaction pursuant to Appendix 1 of the Code or a reverse takeover (as defined in the Code). If Pinewood.AI declares, makes or pays any dividend or distribution or other return of value or payment to its shareholders, Apax reserves the right to make an equivalent reduction to the Possible Offer.

This announcement has been made with the consent of Apax.

Disclosure Requirements

In accordance with Rule 2.4(c)(iii) of the Code, Apax confirms that it is not aware of any dealings in Pinewood.AI shares that would require a minimum level, or particular form, of consideration that it would be obliged to offer under Rule 6 or Rule 11 of the Code (as appropriate). However, it has not been practicable for Apax to make enquiries of all persons presumed to be acting in concert with it prior to this announcement in order to confirm whether any details are required to be disclosed under Rule 2.4(c)(iii). To the extent that any such details are identified following such enquiries, Apax will make an announcement disclosing such details as soon as practicable, and in any event by no later than the time it is required to make its Opening Position Disclosure under Rule 8.1 of the Code.

Rule 2.9 Disclosure

Rule 26.1 Disclosure