Results Of The Court Meeting And General Meeting

(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

RESULTS OF THE COURT MEETING AND THE GENERAL MEETING

On 19 August 2026, the boards of directors of each of Pinewood Technologies Group plc (“Pinewood.AI”) and U.K. Piston Bidco Limited (“Bidco”) announced that they had reached agreement on the terms of a recommended offer pursuant to which Bidco will acquire the entire issued and to be issued share capital of Pinewood.AI (the “Acquisition”).

The Acquisition is being implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the “Scheme”) and is subject to the terms and conditions set out in the scheme document relating to the Acquisition published on 28 August 2026 (the “Scheme Document”).

Results of the Court Meeting and the General Meeting

The Pinewood.AI Directors are pleased to announce that at the Court Meeting and General Meeting which were held earlier today in connection with the Acquisition:

the requisite majorities of Scheme Shareholders voted (in person or by proxy) to approve the Scheme at the Court Meeting; and

the requisite majority of Pinewood.AI Shareholders voted (in person or by proxy) in favour of the Special Resolution at the General Meeting.

The total number of Pinewood.AI Shares in issue at the Voting Record Time for the Scheme was 116,715,177.

Voting Results of the Court Meeting

The Court Meeting, convened in accordance with an order of the Court dated 28 August 2026, sought approval from Scheme Shareholders of the Scheme.

A majority in number of Scheme Shareholders who voted (either in person or by proxy), representing not less than 75 per cent. by value of those Scheme Shares, voted in favour of the resolution to approve the Scheme. Accordingly, the resolution was duly passed. Each Scheme Shareholder present (either in person or by proxy) was entitled to one vote per Scheme Share held at the Voting Record Time.

The table below sets out the full results of the poll conducted at the Court Meeting:

Notes:

• All percentages have been rounded down to the nearest two decimal places.

Voting Results of the General Meeting

The General Meeting sought approval of the Special Resolution, which was duly passed by the requisite majority. Each Pinewood.AI Shareholder present (either in person or by proxy) was entitled to one vote per Pinewood.AI Share held at the Voting Record Time.

The table below sets out the full results of the poll conducted at the General Meeting:

Notes:

• All percentages have been rounded to the nearest two decimal places.
• Includes proxy appointments which gave discretion to the Chairman of the General Meeting.

Next steps and timetable

The outcome of today’s Court Meeting and General Meeting means that Conditions 2(a) and 2(b) (as set out in Part A of Part 4 of the Scheme Document) have been satisfied.

The Scheme remains subject to the satisfaction (or, where applicable, waiver) of the remaining Conditions set out in the Scheme Document, including the sanction of the Scheme by the Court at the Court Hearing, which is expected to take place on 7 October 2026.

The expected timetable of principal events for the implementation of the Scheme remains as set out on pages 10 to 11 (inclusive) of the Scheme Document. On the basis of the current expected timetable, and subject to the satisfaction (or where applicable, waiver) of the remaining Conditions, the Scheme is expected to become Effective on 9 October 2026.

It is intended that the last day for dealings in, and registration of transfers of, Pinewood.AI Shares will be the Business Day immediately after the Court Hearing (being 8 October 2026), and no transfers of Pinewood.AI Shares will be registered after 6.00 p.m. on that date.

The Pinewood.AI Shares will be suspended from trading on the Main Market at 7.30 a.m. on the Effective Date. It is further intended that applications will be made to the London Stock Exchange to cancel the trading in the Pinewood.AI Shares on the Main Market, and to the FCA to cancel the listing of the Pinewood.AI Shares on the Official List, in each case to take effect by no later than 7.30 a.m. on the Business Day following the Effective Date, which is expected to be 12 October 2026. Entitlements to Pinewood.AI Shares held within the CREST system will be cancelled and share certificates in respect of Pinewood.AI Shares will cease to be valid, with effect from the Effective Date.

If any of the dates and/or times in the expected timetable change, the revised dates and/or times will be notified to Pinewood.AI Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on Pinewood.AI’s website at https://pinewood.ai/ and, if required by the Panel, by posting notice of the change(s) to Pinewood.AI Shareholders.

A copy of the Special Resolution passed at the General Meeting will be available for inspection on the Pinewood.AI website at https://pinewood.ai/ and will be submitted to the National Storage Mechanism where it will be available at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Amendment to the Rollover Holdco LLCA

As a result of a number of queries raised by custodians and nominees holding Scheme Shares on behalf of beneficial owners, the Boards of Pinewood.AI and Bidco have agreed some amendments to the terms of the Rollover Holdco LLCA and wish to clarify certain points regarding the treatment of fractions in the event elections for the Rollover Alternative are scaled back.

As described in the Scheme Document, as an alternative to the Cash Offer, eligible Pinewood.AI Shareholders may elect for the Rollover Alternative, and receive one Rollover Unit in respect of each Scheme Share held. The Rollover Units are governed by the terms and conditions of the Rollover Holdco LLCA, a copy of which was made available on the websites of Pinewood.AI and of Bidco and Ridgeview following publication of the Announcement.

In response to queries raised by custodians and nominees holding Scheme Shares on behalf of beneficial owners, the Boards of Pinewood.AI and Bidco have agreed to an amendment to Section 14.2 of the Rollover Holdco LLCA to allow for certain permitted transfers between custodians, nominees or trustees and their beneficiaries (or between custodians, nominees and trustees), as set out below:

“Notwithstanding anything to the contrary in this Agreement, a Transfer of Units by a custodian, nominee or trustee to (i) the applicable beneficiary of the custodian, nominee or trust (ii) an Affiliate of such beneficiary (subject to the requirements of the first proviso of this Section 14.2) or (iii) another custodian, nominee or trustee who will hold the Units for the benefit of the same beneficiary, shall in each case be permitted without prior written approval of the Company provided that (a) such transferee executes a joinder to this Agreement in form reasonably satisfactory to the Manager, (b) such Units shall remain subject to all of the terms and conditions of this Agreement (including the Lock-Up Period and the transfer restrictions set forth in this Article 14) as if no such Transfer had occurred, and (c) such Transfer shall not permit or facilitate any sale, transfer or other disposition of such Units that would otherwise be prohibited by this Agreement.”

An amended Rollover Holdco LLCA reflecting these changes will be uploaded to the websites of Pinewood.AI and of Bidco and Ridgeview respectively.

Treatment of fractions of Rollover Units

In the event that valid elections for the Rollover Alternative exceed the Rollover Alternative Maximum, the Scheme provides that the number of Scheme Shares in respect of which the relevant eligible Scheme Shareholder has made a valid election for the Rollover Alternative will be scaled back as nearly as possible on a pro rata basis (rounding such number of Scheme Shares down to the nearest whole number of Scheme Shares as determined necessary by Bidco in its absolute discretion).

The consideration due to those Scheme Shares in respect of which no Rollover Alternative Election has been made shall be settled in cash pursuant to the Cash Offer, and, as a result, no fractions of Units will be issued.

However, following the issuance of Rollover Units to Scheme Shareholders who have made a Rollover Alternative Election, fractions of Rollover Units may be transferred pursuant to Cayman Islands law, subject to the terms of the Rollover Holdco LLCA.

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.

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).

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.

Neither this announcement nor the Scheme Document constitutes a prospectus, prospectus equivalent document or an exempted document.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and the publication of this announcement shall not give rise to any implication that there has been no change in the facts set out in this announcement since such date.