Response to Jenzabar Statement

The Board of Tribal notes the announcement made today by Jenzabar, Inc. (“Jenzabar”) and confirms that this morning it received the unsolicited, conditional proposal regarding a possible offer in respect of the entire issued and to be issued share capital of the Company, at a price of 111 pence per ordinary share in cash (the "Possible Offer").

The Possible Offer announcement from Jenzabar confirms that there is no certainty that an offer will be made by Jenzabar to Tribal Shareholders. Jenzabar has stated that it requires a confirmatory due diligence exercise to be completed and committed financing to be put in place prior to making an offer for Tribal.

Under Rule 2.5 of the City Code on Takeovers and Mergers (the “Code”), Jenzabar has reserved the right, under certain circumstances, to amend the terms of any offer (including to make an offer on less favourable terms than those set out in the Possible Offer announcement), and / or introduce other forms of consideration.

Shareholders should note Tribal’s announcement of 11 September 2026 that it has entered into a conditional sale and purchase agreement for the sale of the Tribal Group businesses to Thames Bidco Limited (the “Buyer”), a newly formed company controlled by funds and accounts managed or advised by Main Capital Partners (“Main Capital”) (the “Sale” or the “Transaction”) and the further announcement of 27 September 2026 that it has reached an agreement with Main Capital on an increase in the cash consideration payable for the Group Companies under the Sale and Purchase Agreement (as announced on 11 September 2026) from approximately £189.3 million to approximately £231.2 million (the “Improved Sale Terms”), which is equivalent to approximately 105 pence per Ordinary Share.

Shareholders representing more than 50 per cent. of the voting rights in Tribal have provided irrevocable commitments to vote in favour of the resolution required to approve the proposed transaction with Main Capital. These irrevocable commitments are not capable of being withdrawn or varied in the event of a higher offer for Tribal. The Directors are contractually obligated to hold the General Meeting at 9:30am on 2 October 2026.

The Tribal Directors consider that the Improved Sale Terms are in the best interests of the Company and its Shareholders as a whole and represent the only certain transaction currently available.

Accordingly, the Directors continue to unanimously recommend that Shareholders vote in favour of the Resolution to be proposed at the General Meeting, scheduled for 2 October 2026.

Shareholders are advised to take no action in relation to the Possible Offer from Jenzabar at this time. Tribal will make further announcements as and when appropriate.

In accordance with Rule 2.6(a) of the Code, Jenzabar is required, by not later than 5.00 p.m. on 27 October 2026, to either announce a firm intention to make an offer in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline may be extended with the consent of the Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of the Code.

This announcement is being made without the consent of Jenzabar.

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