Disclosure under Rule 2.10(a)

Disclosure under Rule 2.10(a) of the Takeover Code re Additional Letters of Intent in respect of the Rejected All-Share Offer for Union Jack by Reabold

On 1 July 2026, the Reabold Board announced a recommended all-share offer for the entire issued and to be issued ordinary share capital of Union Jack, to be effected by means of a contractual offer within the meaning of Part 28 of the CA 2006.

On 29 July 2026, Reabold announced that the Offer Document containing the full terms and conditions of the Offer and the procedures for acceptance of the Offer had been published and was being made available to Union Jack Shareholders and to persons with information rights, together with (for those Union Jack Shareholders who hold their Union Jack Shares in certificated form) the related Form of Acceptance.

On 24 August 2026, Union Jack announced that, at the Requisitioned General Meeting, all of the resolutions set out in the Notice of Requisitioned GM announced on 27 July 2026 had been duly passed. As a result of the passing of the resolutions, David Bramhill, Joseph O’Farrell and Dr Zac Phillips (together, the “Former Board”) were removed from the Union Jack Board with immediate effect and John Americanos and Craig Howie were appointed to the Union Jack Board with immediate effect (the “New Board”).

On 11 September 2026, Union Jack announced that it had published a circular setting out, inter alia, the New Board’s views on the Offer and its reasons for withdrawing the Former Board’s recommendation and instead rejecting the Offer (the “Rejection Circular”).

On 21 September 2026, the Reabold Board issued its response to the Rejection Circular and declared that the Offer is final and will not be increased, except that Reabold reserved the right to revise the financial terms of the Offer if: (i) there is an announcement of a possible offer or a firm intention to make an offer for Union Jack by any third party; or (ii) the Panel otherwise provides its consent (which will only be provided in wholly exceptional circumstances).

On 22 September 2026, Reabold announced that as at 1.00 p.m. (London time) on 21 September 2026 it counted Union Jack Shares representing approximately 5.70 per cent. of the Company’s existing issued ordinary share capital, towards satisfaction of the Acceptance Condition to the Offer.

Additional Letters of Intent

Union Jack is pleased to announce that it has obtained further letters of intent from each of Dr Richard Stabbins and Mr Keith Galer, both individual shareholders in Union Jack (the “Letters of Intent”), who are beneficially interested in 1,000,000 and 302,198 Union Jack Shares respectively, representing approximately 0.68 and 0.21 per cent. respectively of the Company’s existing issued ordinary share capital. For the purposes of the Offer, Messrs Stabbins and Galer have confirmed that they will NOT accept the Offer in respect of any of the shares in which they are interested.

Accordingly, the parties to the Offer have now received certain irrevocable undertakings and letters of intent NOT to accept the Offer in respect of, in aggregate, 35,744,717 Union Jack Shares representing approximately 24.39 per cent. of the Company’s existing issued ordinary share capital.

The Letters of Intent relate to the Offer on its present terms and each of Messrs Stabbins and Galer do not intend to revise their letters while those terms stand. They have also reserved the right to accept any revised offer and to consider any competing proposal on its merits, and nothing in their Letters of Intent obliges them to accept any offer.

The New Board therefore continues to believe that Reabold is highly unlikely to satisfy the Acceptance Condition to its Offer, currently requiring valid acceptances in respect of not less than 75 per cent. of the Union Jack Shares to which the Offer relates and of the voting rights attached to those shares, by the Revised Unconditional Date.

Continued Rejection of the Offer by the New Board

The New Board notes Reabold’s response to the Rejection Circular on 21 September 2026 and its declaration that the Offer is final. The New Board, which has been so advised by Strand Hanson as to the financial terms of the Offer, continues to consider that the Offer is not fair and reasonable and significantly undervalues the Company and, in light of this, remains unanimous and unequivocal in its rejection of the Offer. Strand Hanson is providing independent financial advice to the New Board for the purposes of Rule 3 of the Code and, in doing so, has taken into account the commercial assessments of the New Board.

Accordingly, the New Board continues to unanimously recommend that Union Jack Shareholders SHOULD REJECT THE OFFER and SHOULD NOT return Reabold’s Form of Acceptance. The Offer does not represent fair value for the Company nor does it represent an adequate premium for ceding control to Reabold.

TO REJECT THE OFFER, UNION JACK SHAREHOLDERS WHO HAVE NOT ACCEPTED IT NEED TAKE NO ACTION - SIMPLY DO NOT RETURN THE FORM OF ACCEPTANCE OR SUBMIT ANY ELECTRONIC ACCEPTANCE IN CREST.

If a Union Jack Shareholder has already accepted the Offer, a summary of their rights of withdrawal is set out in paragraph 4 of Section C of Part III of the Offer Document and withdrawals should be made as soon as possible.

Capitalised terms used but not otherwise defined in this announcement have the same meanings as set out in the Offer Document / Rejection Circular, as applicable.