Publication Of Scheme Document

(a newly formed company indirectly owned

by entities administered by Ridgeview Partners LLC)

to be implemented by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

PUBLICATION OF SCHEME DOCUMENT

On 19 August 2026, the boards of directors of each of U.K. Piston Bidco Limited ("Bidco") and Pinewood Technologies Group plc ("Pinewood.AI") announced that they had reached agreement on the terms of a recommended acquisition, pursuant to which Bidco will acquire the entire issued and to be issued ordinary share capital of Pinewood.AI (the "Acquisition"). Bidco is a private limited company incorporated under the laws of England and Wales, and is indirectly owned by U.K. Piston Co-Invest LLC ("RVP Holdco") and U.K. Piston Rollover LLC ("Rollover Holdco"), each of which are limited liability companies incorporated in the Cayman Islands, administered by Ridgeview Partners LLC ("Ridgeview").

The Acquisition is intended to be effected by means of a scheme of arrangement under Part 26 of the Companies Act (the "Scheme"). Capitalised terms used in this announcement (the "Announcement") shall, unless otherwise defined, have the same meanings as set out in the Scheme Document (as defined below). All references to times in this Announcement are to London time unless stated otherwise.

Publication of the Scheme Document

The Pinewood.AI Board is pleased to announce that a circular relating to the Scheme (the "Scheme Document") setting out, among other things, a letter from the Chairman of Pinewood.AI, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act, an expected timetable of principal events, notices of the Court Meeting and the General Meeting and details of the action to be taken by Pinewood.AI Shareholders, has been published today and, subject to certain restrictions relating to persons in Restricted Jurisdictions, will be available on Pinewood.AI's website at https://pinewood.ai/investors/recommended-offer and on Ridgeview's website at https://www.ridgeview-partners.com.

Hard copies of the Scheme Document (or, depending on a Pinewood.AI Shareholder's communication preference, a letter or email giving details of the website where the Scheme Document may be accessed), Forms of Proxy for the Court Meeting and the General Meeting and the Form of Election for use in respect of the Rollover Alternative are being sent to Pinewood.AI Shareholders.

Action required

Notices of the Court Meeting and the General Meeting, each of which have been convened for Friday, 25 September 2026 at the offices of CMS Cameron McKenna Nabarro Olswang LLP at Cannon Place, 78 Cannon Street, London EC4N 6AF, are set out in the Scheme Document. The Court Meeting will start at 10.00 a.m. (London time) and the General Meeting at 10.15 a.m. (London time) (or as soon thereafter as the Court Meeting has concluded or been adjourned).

As further detailed in the Scheme Document, in order to become Effective, the Scheme will require, among other things, that: (i) a resolution to approve the Scheme is passed by a majority in number of Scheme Shareholders present and voting, either in person or by proxy, representing at least 75 per cent. in value of all Scheme Shares voted by such Scheme Shareholders at the Court Meeting; and (ii) the Special Resolution is passed by the requisite majority of Pinewood.AI Shareholders (being at least 75 per cent. of the votes cast) at the General Meeting. The Scheme must also be sanctioned by the Court and a copy of the Court Order delivered to the Registrar of Companies. The Scheme is subject to the satisfaction or (if capable of waiver) waiver of the other Conditions and further terms, as described more fully in the Scheme Document.

Any changes to the arrangements for the Court Meeting and the General Meeting will be communicated to Pinewood.AI Shareholders before the Meetings through Pinewood.AI's website and by announcement through a Regulatory Information Service.

Pinewood.AI Shareholders are asked to complete and sign the Forms of Proxy in accordance with the instructions provided thereon and return BOTH Forms of Proxy to Pinewood.AI's Registrars at MUFG Corporate Markets, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom as soon as possible, but in any event so as to be received by not later than the following times and dates:

or, in the case of an adjourned Meeting, not less than 48 hours prior to the time and date set for the adjourned Meeting (excluding any part of a day that is not a working day).

Pinewood.AI Shareholders who hold their shares in uncertificated form (i.e. through CREST) can submit their CREST proxy instructions in accordance with the procedures described in the CREST Manual, which can be viewed at www.euroclear.com/CREST.

Pinewood.AI Shareholders are strongly encouraged to submit proxy appointments and instructions for the Court Meeting and the General Meeting as soon as possible, using any of the methods (by post, online or electronically through CREST (as applicable)) set out in the Scheme Document. Any institutional investor in Pinewood.AI may be able to appoint a proxy electronically via the Proxymity platform. For further information regarding Proxymity, please go to www.proxymity.io.

If the BLUE Form of Proxy for use at the Court Meeting is not lodged by 10.00 a.m. on 23 September 2026 (or, in the case of adjournment, no later than 48 hours before the time fixed for the holding of the adjourned meeting (excluding any part of a day that is not a working day)), it may be handed to the chair of the Court Meeting or to a representative of Pinewood.AI's Registrar, MUFG Corporate Markets, at any time prior to the start of the Court Meeting and will still be valid.

In the case of the General Meeting, unless the WHITE Form of Proxy is lodged so as to be received by 10.15 a.m. on 23 September 2026 (or, in the case of adjournment, no later than 48 hours before the time fixed for the holding of the adjourned meeting (excluding any day that is not a working day)), it will be invalid.

IT IS IMPORTANT THAT, FOR THE COURT MEETING IN PARTICULAR, AS MANY VOTES AS POSSIBLE ARE CAST SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR AND REASONABLE REPRESENTATION OF PINEWOOD.AI SHAREHOLDER OPINION. YOU ARE THEREFORE STRONGLY ENCOURAGED TO SIGN AND RETURN YOUR FORMS OF PROXY OR APPOINT AN ELECTRONIC OR CREST PROXY AS SOON AS POSSIBLE.

Expected timetable of principal events

The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also set out in the Appendix to this Announcement.

Prior to the Scheme becoming Effective, applications will be made to the London Stock Exchange for the cancellation of admission to trading of Pinewood.AI Shares on the Main Market and to the FCA for the cancellation of the listing of Pinewood.AI Shares on the equity shares (commercial companies) category of the Official List. It is expected that such cancellation will take place on the Business Day after the Effective Date.

Subject to the grant of the Pinewood.AI Shareholder approvals referred to above, the satisfaction or (if capable of waiver) waiver of the other Conditions and further terms of the Scheme, and the sanction of the Court, the Scheme is expected to become Effective on 9 October 2026.

The last day of dealings in, and for registration of transfers of, Pinewood.AI Shares is expected to be at the close of business on 8 October 2026. At 7:30 a.m. on 9 October 2026, the trading of Pinewood.AI Shares on the Main Market is expected to be suspended. No dealings in Pinewood.AI Shares will be registered after this time and date.

Recommendation

Acquisition and Cash Offer

The Pinewood.AI Directors, who have been so advised by Jefferies International Limited ("Jefferies") as to the financial terms of the Cash Offer, consider the Cash Offer to be fair and reasonable. In providing its financial advice to the Pinewood.AI Directors, Jefferies has taken into account the commercial assessments of the Board of Pinewood.AI. Jefferies is providing independent financial advice to the Pinewood.AI Directors for the purpose of Rule 3 of the Takeover Code.

Accordingly and after careful consideration, including taking into account the factors set out in paragraph 3 of Part 1 of the Scheme Document, the Pinewood.AI Directors believe that the Acquisition is in the best interests of Pinewood.AI Shareholders as a whole and recommend unanimously that Pinewood.AI Shareholders vote or procure votes in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer).

Rollover Alternative

Jefferies is unable to advise the Pinewood.AI Directors as to whether or not the financial terms of the Rollover Alternative are fair and reasonable. This is because of the significant and variable impact of the advantages and disadvantages of the Rollover Alternative for individual Pinewood.AI Shareholders, including as set out in paragraph ‎3 of Part 2 of the Scheme Document.

In relation to the Rollover Alternative and for the reasons set out in paragraph ‎3 of Part 2 of the Scheme Document, together with risk factors and other investment considerations set out in Part 5 of the Scheme Document, the Pinewood.AI Directors are unable to form an opinion as to whether or not the terms of the Rollover Alternative are fair and reasonable and are not making any recommendation to Scheme Shareholders as to whether or not they should elect for the Rollover Alternative.

Whether the Rollover Alternative is suitable for any particular Pinewood.AI Shareholder will depend on their own individual circumstances, including their tax position, investment horizon and appetite for illiquid private company equity. Pinewood.AI Shareholders should also determine whether acquiring or holding the Rollover Units is affected by the laws or regulations of the relevant jurisdiction in which they reside and are encouraged to consider the advantages and disadvantages of electing for the Rollover Alternative (including, but not limited to, those set out in paragraph ‎3 of Part 2 of the Scheme Document). Pinewood.AI Shareholders are recommended to seek their own independent financial, tax and legal advice before deciding whether to elect for the Rollover Alternative.

Pinewood.AI Shareholders should carefully read the Scheme Document (subject to any restrictions on its use or distribution set out therein) in its entirety before making a decision with respect to the Scheme.

Pinewood.AI Shareholder helpline

Additional information for Pinewood.AI Shareholders

Copies of this Announcement and the Scheme Document will be available for viewing on Pinewood.AI's website at https://pinewood.ai/investors/recommended-offer and on Ridgeview's website at https://www.ridgeview-partners.com by no later than 12.00 p.m. on 1 September 2026, being the Business Day following the date of publication of the Scheme Document (subject to any applicable restrictions relating to persons in Restricted Jurisdictions), up to and including the Effective Date or the date the Scheme lapses or is withdrawn, whichever is earlier.

A copy of the Scheme Document, once published, will be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Sidley Austin LLP is acting as legal adviser to Bidco and Ridgeview in connection with the Acquisition. CMS Cameron McKenna Nabarro Olswang LLP is acting as legal adviser to Pinewood.AI in connection with the Acquisition.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable is based on Pinewood.AI and Bidco's current expected dates for the implementation of the Scheme.

These dates and times are indicative only and will depend, among other things, upon the date upon which: (i) the Conditions set out in Part 4 of the Scheme Document are satisfied or (if applicable) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order is delivered to the Registrar of Companies. Pinewood.AI will give notice of any change(s) by issuing an announcement through a Regulatory Information Service and, if requested by the Panel, send notice of the change(s) to Pinewood.AI Shareholders and other persons with information rights.

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Notes:

• The dates and times given are indicative only and are based on current expectations and are subject to change.

References to times are to London, United Kingdom time unless otherwise stated. If any of the times and/or dates above change, the revised times and/or dates will be notified to Pinewood.AI Shareholders through a Regulatory Information Service.

• The BLUE Form of Proxy for the Court Meeting should be received by the Registrars before 10:00 a.m. on 23 September 2026, or, if the Court Meeting is adjourned, not later than 48 hours before the time fixed for the holding of the adjourned meeting (excluding any part of a day that is not a working day). If the BLUE Form of Proxy is not returned by the specified time, it may be handed to the Chairman or a representative of the Registrars at any time prior to the start of the Court Meeting and will still be valid.
• The WHITE Form of Proxy for the General Meeting must be lodged with the Registrars before 10:15 a.m. on 23 September 2026 in order for it to be valid, or, if the General Meeting is adjourned, not later than 48 hours before the time fixed for the holding of the adjourned meeting (excluding any part of a day that is not a working day). WHITE Forms of Proxy cannot be lodged with the Registrars after that time.
• If a Meeting is adjourned, only those Scheme Shareholders (in the case of the Court Meeting) and Pinewood.AI Shareholders (in the case of the General Meeting) on the register of members of Pinewood.AI at 6:00 p.m. on the day which is two days before the adjourned meeting (excluding any part of a day that is not a working day) will be entitled to attend and vote at such adjourned Meeting.
• Or such later time (if any) to which the right to make an election is extended by Bidco.
• This is the latest date by which the Scheme may become Effective. However, the Long-Stop Date may be extended to such later date as may be agreed by Pinewood.AI and Bidco (with the Panel's consent and as the Court may approve (if such consent and/or approval is required)) or if the Panel requires an extension to the Long-Stop Date pending final determination of an issue under section 3(g) of Appendix 7 to the Takeover Code.

The Acquisition is being implemented solely pursuant to the terms of the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the related offer document), which contains the full terms and conditions of the Acquisition, including details of how Pinewood.AI Shareholders may vote, or procure the vote, in respect of the Acquisition.

Pinewood.AI and Bidco urge Pinewood.AI Shareholders to read the Scheme Document carefully because it contains important information in relation to the Acquisition.

Any decision in respect of, or other response to, the Acquisition should be made on the basis of the information contained in the Scheme Document (or, in the event that the Acquisition is implemented by means of a Takeover Offer, the related offer document).

Any vote in respect of resolutions to be proposed at the Meetings, the Scheme or related matters, should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the related offer document).

In the event of any ambiguity or conflict between the Scheme Document and this Announcement in respect of the terms and conditions of the Acquisition or the Scheme, the Scheme Document shall prevail.

Information relating to Pinewood.AI Shareholders

Addresses, electronic addresses and certain other information provided by Pinewood.AI Shareholders, persons with information rights and other relevant persons for the receipt of communications from Pinewood.AI will be provided to Bidco during the Offer Period as required under section 4 of Appendix 4 to the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.