Update to Response to Announcement by PPHE

THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL ULTIMATELY BE MADE.

Fattal Hotel Group

("Fattal")

Update to Response to Announcement by PPHE Hotel Group Ltd

Reference is made to the announcement released by Fattal on 28 May 2026 in response to the announcement made by PPHE Hotels Group Ltd ("PPHE") on 27 May 2026 regarding a non-binding proposal by the Fattal to acquire the entire issued and to be issued ordinary share capital of PPHE not already owned by it at a price per PPHE share of £22.00 in cash (the "Proposal").

The purpose of this announcement is to clarify that the entity within the Fattal Hotel Group which is currently proposed to be the offeror, should an offer be made, is Fattal Hotels Ltd ("Company"). This legal entity within the Fattal Hotel Group is the owner of 1,660,173 ordinary shares in PPHE, as will be set out in Fattal's Opening Position Disclosure, when made. Fattal reserves the right to make the offer through any other entity within the Fattal Hotels Group, including a newly incorporated bidco.

In addition, Guy Vardi, Managing Director, M&A of the Fattal Hotel Group, who is also a core member of the deal team in relation to the offer holds 1,350 ordinary shares in PPHE.

Although the indicative offer price of £22.00 in cash was included in the previous announcements referred to above and is higher than the price at which Fattal Hotels Ltd and Guy Vardi acquired shares in PPHE, for completeness it is noted that Guy Vardi acquired 49 PPHE shares at a price of £16.64 on 14 November 2025 (which was within three months prior to the commencement of the offer period with the announcement of the formal sales process by PPHE on 14 November 2025). Therefore, in accordance with Rule 2.4(c)(iii) of the Code, Fattal confirms that under Rule 6.1 of the Code, any offer announced by it would be required to be made on no less favorable terms than £16.64 per PPHE share.

As set out in the previous announcements referred to above, the offer price of £22.00 represents a premium of approximately 47% to the closing share price of PPHE of 1,500 pence on 13 November 2025, being the last business day prior to PPHE confirming certain shareholders' intention to hold a small handful of meetings with potential investors in relation to a range of potential options (the "Unaffected Date").

Should a firm offer be made, it is currently envisaged that the transaction be structured as an all cash offer. However, in accordance with Rule 2.5 of the Code, the Company reserves the right:

• to introduce other forms of consideration (such as securities) and/or to vary the composition of the consideration; and
• make the offer on less favourable terms than the offer price of £22.00 in cash per PPHE share:
• with the recommendation or consent of the PPHE board;
• if PPHE announces, declares or pays any dividend or any other distribution to shareholders, in which case the Company will have the right to make an equivalent reduction to the proposed price;
• if a third party announces a firm intention to make an offer for PPHE on less favourable terms than the Possible Offer; or
• following the announcement by PPHE of a Rule 9 waiver transaction pursuant to the Code.

This announcement does not amount to a firm intention by the Company to make an offer under Rule 2.7 of the Code, and there can be no certainty that an offer for PPHE will ultimately be made by the Company.

As previously announced by PPHE, the Panel on Takeovers and Mergers (the "Panel") has granted a dispensation from the requirements of Rule 2.6(a) of the Code in relation to PPHE's formal sale process, such that potential offerors participating in that process are not subject to the 28 day deadline referred to in Rule 2.6(a) of the Code, for so long as they are participating in that process. Accordingly, so long as the Company continues to participate in the formal sale process, the Company will not be subject to the 28 day deadline referred to in Rule 2.6(a) of the Code. A further announcement will be made in due course, as and when appropriate.

A further announcement will be made if and when appropriate.

Baker & McKenzie LLP is retained as legal adviser to the Company.

Rule 2.4 information

In accordance with Rule 2.4(c)(iii) of the Code, the Company confirms that it is not aware of any dealings in PPHE 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) if it were to make an offer. However, prior to this announcement it has not been practicable for the Company to make enquiries of all persons acting in concert with it to determine whether any dealings in PPHE shares by such persons give rise to a requirement under Rule 6 or Rule 11 of the Code for the Company, if it were to make an offer, to offer any minimum level, or particular form, of consideration. Any such details shall be announced as soon as practicable and in any event by no later than the deadline for the Company's Opening Position Disclosure.

In accordance with Rule 2.4(c)(iv) of the Code, the Company confirms that neither it nor any person acting in concert with it has any dealing arrangement of the kind referred to in Note 11 on the definition of "acting in concert" in the Code in relation to PPHE shares or in relation to securities of the Company.

Overseas Jurisdictions