Court Sanction Of Scheme Of Arrangement

(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

COURT SANCTION OF SCHEME OF ARRANGEMENT

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”).

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”).

On 25 September 2026, Pinewood.AI announced that the requisite majorities of Scheme Shareholders voted to approve the Scheme at the Court Meeting and the requisite majority of Pinewood Shareholders voted in favour of the Resolution at the General Meeting.

Court sanction of the Scheme

Pinewood.AI and Bidco are pleased to announce that, at the Court Hearing held earlier today, the Court granted the Court Order sanctioning the Scheme pursuant to which the Acquisition is being implemented.

Next steps and timetable

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.

The Scheme Record Time is 6.00 p.m. on 8 October 2026. It is intended that the last day for dealings in, and registration of transfers of, Pinewood.AI Shares (other than the registration of the transfer of the Scheme Shares to Bidco pursuant to the Scheme) will be 8 October 2026, and no transfers will be registered after 6.00 p.m. on that date.

The Scheme shall become Effective as soon as a copy of the Court Order has been delivered to the Registrar of Companies for registration, which is expected to occur on 9 October 2026 (the “Effective Date”). The Pinewood.AI Shares will be suspended from trading on the Main Market at 7.30 a.m. on the Effective Date.

Applications have been 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 equity shares (commercial companies) category of the Official List, which is expected to take effect from 7.30 a.m. on 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.

A further announcement will be made when the Scheme has become Effective.

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.

Rule 2.9 disclosure

The admission of the Award Holder Shares is expected to become effective at 8.00 a.m. on 8 October 2026.

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.

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.