Jenzabar considers possible cash offer for Tribal Group at 111 pence a share

4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). 7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE 29 September 2026 Jenzabar, Inc. Possible cash offer for Tribal Group plc Tribal shareholders are urged to take no action and to vote AGAINST the Resolution at the General Meeting on 2 October 2026 Summary • Jenzabar, Inc. ("Jenzabar") announces that it is considering a possible cash offer for the entire issued and to be issued ordinary share capital of Tribal Group plc ("Tribal" or the "Company") at a price of 111 pence per Ordinary Share in cash (the "Possible Offer").

7 per cent. 1 per cent. to the closing price of 63 pence per Ordinary Share on 10 September 2026 (being the last practicable date prior to the announcement by Thames Bidco Limited). 19 per cent.

of Tribal's issued ordinary share capital. It has been a shareholder since 2015 and is the largest single holder on the register. • Unlike the Proposed Sale, the Possible Offer would deliver cash to shareholders under a Code-governed offer, rather than through an asset sale followed by cancellation of the AIM admission and a members' voluntary liquidation with distribution only in due course. m.

on 2 October 2026 and to engage with Jenzabar, so that shareholders are not deprived of the opportunity to decide on the merits of a higher, fully financed cash offer. A proposal that is deliverable The Tribal Board rejected a competing proposal at 95 pence per Ordinary Share on deliverability grounds, citing a lack of clear visibility on funding and the potential need for a merger control condition. Jenzabar has addressed both points before making this announcement: • Funding.

The cash consideration payable under the Possible Offer would be funded from Jenzabar's existing cash resources and debt facilities and/or debt or equity financing committed by third parties which are to be finalised. 7 announcement. • Regulatory. Jenzabar has taken advice on UK merger control and on the National Security and Investment Act 2021.

Jenzabar's activities are principally focused on the United States higher education market and Tribal's Student Information Solutions business serves institutions in the United Kingdom and internationally. On the basis of that advice, Jenzabar does not consider that the Possible Offer raises a substantive UK merger control issue, and is prepared to discuss with the Board an appropriate allocation of regulatory risk. • Certainty of structure. Any offer would be implemented under the Code, with the consideration paid directly to shareholders.

Shareholders would not bear liquidation, cost or timing risk, and would not be dependent on a members' voluntary liquidation completing as estimated. Tribal has cautioned that the Increased Net Cash Proceeds actually received "may differ from, or be materially lower than" those estimated. Why shareholders should vote against the Proposed Sale • The Proposed Sale would extinguish the opportunity. If the Resolution is passed, Tribal will have sold its entire operating business and there will be no company for shareholders to receive an offer for.

The vote on 2 October is therefore not a vote on price; it is a vote on whether shareholders retain the right to consider a higher offer at all. 9 million in sixteen days. 2 million between 11 and 27 September 2026. Jenzabar does not believe a process capable of that movement in sixteen days has exhausted the value available to shareholders.

• Share price premia are the wrong benchmark. 3p over one, three and six months respectively. " A premium to a price the Board accepts is depressed by market structure is not evidence of full value. 2x.

P. in 2023. Jenzabar has held its investment in Tribal since 2015 and remains a long-term supporter of the Company, its management team and its employees. • A majority of the register has been locked up on terms that cannot respond to a higher offer.

7 per cent. of the issued share capital, have been given on the basis that they "will not lapse in the event of any offer being received by the Company at any value". • Shareholders are being asked to vote without a revised circular. 9 million and that a competing offeror has now emerged.

• The business is performing. 7 per cent. 5 million for the year ended 31 December 2025. The Directors themselves state that they "remain confident in the standalone prospects of Tribal".

m. 3 headed "Information provided to a purchaser of assets"; and • confirms that it will engage with Jenzabar in good faith in discharge of its duties under section 172 of the Companies Act 2006. Action to be taken by Tribal shareholders Jenzabar urges Tribal shareholders to vote AGAINST the Resolution at the General Meeting. m.

on 30 September 2026. Shareholders who have already voted in favour may change their instruction up to that deadline. Shareholders who are subject to irrevocable undertakings should take their own advice as to their position. 5 statements At this stage, there can be no certainty that an offer will be made by Jenzabar.

A further announcement will be made if and when appropriate.

5 of the Code, Jenzabar reserves the right to amend the terms of any offer (including to make an offer on less favourable terms than those set out in this announcement and / or introduce other forms of consideration): (i) with the agreement or recommendation of the Tribal board; (ii) if Tribal announces, declares or pays a dividend or any other distribution or return of value to its shareholders after the date of this announcement, in which case Jenzabar reserves the right to make an equivalent reduction in value to any offer; (iii) save in respect of the possible offer received by Tribal from Silvertree, details of which are contained in Tribal's announcement on 11 September 2026, if a third party announces a possible offer or a firm intention to make an offer for Tribal which is of a value less than the value of the consideration under the Possible Offer; or (iv) if Tribal announces a Rule 9 waiver pursuant to Appendix 1 of the Code or a reverse takeover (as defined in the Code).

m. 8 of the Code applies. 6(c) of the Code. Enquiries: Jenzabar, Inc.

+1 617-492-9099 Jenzabar Enquiries Stifel (Financial Adviser to Jenzabar) +44 (0) 20 7710 7747 Alex Price and Tushar Pande Important information Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to Jenzabar and for no one else in connection with the matters referred to in this announcement and will not be responsible to any person other than Jenzabar for providing the protections afforded to clients of Stifel, nor for providing advice in relation to the matters referred to herein.

Neither Stifel nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Stifel in connection with the matters referred to in this announcement, or otherwise. This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014 (as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018). Upon publication of this announcement, this inside information will be considered to be in the public domain.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction, whether pursuant to this announcement or otherwise. The release, publication or distribution of this announcement in whole or in part, directly or indirectly, in, into or from certain jurisdictions may be restricted by law and therefore persons in such jurisdictions should inform themselves about and observe such restrictions.

3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). 30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8.

30 pm (London time) on the business day following the date of the relevant dealing. 3. 4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified.

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