Harworth Group offer declared unconditional at 187 pence a share

m. 06 per cent. of Harworth's existing issued ordinary share capital) towards satisfaction of the Acceptance Condition to its Best and Final Offer. The Acceptance Condition as set out in Part I of Appendix 1 to the Original Offer Document, as amended by the Mandatory Offer Announcement, has been satisfied.

Pursuant to Rule 9 of the Takeover Code, the only condition to the Best and Final Offer, following the Mandatory Offer Announcement, was the Acceptance Condition. BidCo is therefore pleased to announce that the Best and Final Offer is now unconditional. In accordance with the terms of the Best and Final Offer, withdrawal rights have now ceased to be exercisable. BidCo is continuing to seek to purchase additional Harworth Shares by means of market or other purchases at or below the Best and Final Offer price of 187 pence per Harworth Share.

Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set out in the Original Offer Document. 42 per cent. of Harworth's entire issued share capital. m.

63 per cent. of Harworth's existing issued share capital. 61 per cent. of Harworth's issued share capital.

06 per cent. of Harworth's issued share capital. Accordingly, the Acceptance Condition has been satisfied and the Best and Final Offer is now unconditional. BidCo announces that it has agreed to purchase a further 49,216,852 Harworth Shares at a price at or below 187 pence per Harworth Share (the "Agreed Purchases").

Some of the Agreed Purchases have not yet settled, and it is anticipated that settlement in respect of all Agreed Purchases will have taken place by no later than 1 October 2026. 11 per cent. of Harworth's issued share capital, which shall count toward satisfaction of the Acceptance Condition. Controlling shareholder Given the Best and Final Offer has now been declared unconditional by BidCo, BidCo (together with its concert parties) now has significant control over Harworth and is in a position to ensure the approval, or rejection, of ordinary resolutions of Harworth and determine the overall strategy of Harworth.

Best and Final Offer remains open for acceptance Harworth Shareholders who have not yet accepted the Best and Final Offer should note that the Best and Final Offer will remain open for acceptance until further notice. BidCo will give at least 14 calendar days' notice by an announcement before the Best and Final Offer is closed for acceptances. Action to be taken by Harworth Shareholders to accept the Best and Final Offer Harworth Shareholders who have not yet accepted the Best and Final Offer are urged to accept as soon as possible.

If you hold your Harworth Shares, or any of them, in certificated form (that is, NOT in CREST), to accept the Best and Final Offer in respect of those Harworth Shares you should complete, sign and return (i) the first form of acceptance accompanying the Original Offer Document dated 26 August 2026, or (ii) the Second Form of Acceptance which will accompany the Best and Final Offer Document to be posted in due course.

If you hold your Harworth Shares, or any of them, in uncertificated form (that is, in CREST), to accept the Best and Final Offer in respect of those Harworth Shares you should follow the procedure for Electronic Acceptance through CREST so that the TTE instruction settles as soon as possible. Harworth Shareholders who have already validly accepted the Original Offer will automatically be deemed to have accepted the terms of the Best and Final Offer by virtue of their prior acceptance. m. m.

(London time) on 29 September 2026 but while the Best and Final Offer remains open for acceptance, within 14 calendar days of such receipt. Delisting, Cancellation and Compulsory Acquisition () If BidCo receives acceptances under the Best and Final Offer in respect of, and/or otherwise acquires or agrees to acquire, Harworth Shares carrying 75 per cent. or more of the voting rights of Harworth, BidCo intends to apply to the FCA for the cancellation of the listing of Harworth Shares on the Official List and to the London Stock Exchange for the cancellation of admission to trading of Harworth Shares on the Main Market.

Following the delisting and cancellation, it is intended that Harworth will be re-registered as a private limited company as soon as practicable. Any such re-registration of Harworth as a private limited company and the cancellation of the listing of the Harworth Shares would significantly reduce the liquidity and marketability of any Harworth Shares not assented to the Best and Final Offer. It is anticipated that any cancellation would take effect no earlier than 20 Business Days after BidCo has acquired or agreed to acquire Harworth Shares carrying 75 per cent. or more of the voting rights of Harworth.

If BidCo receives acceptances under the Best and Final Offer in respect of, and/or otherwise acquires, 90 per cent. or more of the Harworth Shares to which the Best and Final Offer relates and assuming the other requirements of sections 974 to 991 of the 2006 Act are met, BidCo intends to exercise its rights to acquire compulsorily the remaining Harworth Shares. Remaining Harworth Shareholders (unless their Harworth Shares are acquired by BidCo pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act) would become minority shareholders in a majority controlled private limited company and may therefore be unable to sell their Harworth Shares.

There can be no certainty that Harworth would pay any further dividends, or other distributions, or that such minority Harworth Shareholders would again be offered an opportunity to sell their Harworth Shares on terms which are equivalent to or no less advantageous than those under the Best and Final Offer. Background to the Best and Final Offer On 26 August 2026, BidCo published an offer document (the "Original Offer Document") for the entire issued and to be issued ordinary share capital of Harworth not already owned by BidCo or other wholly-owned subsidiaries of Peel Holdings (the "Offer"). 5 pence per Harworth Share (the "Increased Offer"). 00 per cent.

1(a) of the Takeover Code (the "Mandatory Offer Announcement"). On 25 September 2026, BidCo announced the terms of an increased best and final cash offer for the entire issued and to be issued ordinary share capital of Harworth not already owned by BidCo or other wholly-owned subsidiaries of Peel Holdings at a price of 187 pence per Harworth Share (the "Best and Final Offer"). BidCo also announced that the Harworth Board considered the terms of the Best and Final Offer to be fair and reasonable and unanimously recommended that Harworth Shareholders accept the Best and Final Offer.

The full terms and conditions of the Best and Final Offer will be set out in a revised offer document, which will be distributed to Harworth Shareholders as soon as reasonably practicable (the "Best and Final Offer Document"). Proposals to participants in the Harworth Share Plans Alongside the publication of the Best and Final Offer Document, BidCo and Harworth will jointly write to participants in the Harworth Share Plans to make appropriate proposals to them in accordance with Rule 15 of the Takeover Code in respect of their rights under the Harworth Share Plans (the “Best and Final Rule 15 Proposals”).

The Best and Final Rule 15 Proposals will remain open for acceptance for at least 21 days from the date on which they are sent to participants or, if later, for so long as the Best and Final Offer remains open for acceptance.

Interests in Harworth Shares As at close of business on 28 September 2026, the interests of BidCo, the BidCo Directors and their respective immediate families, related trusts (all of which are beneficial unless otherwise stated) and any person acting in concert with BidCo in relevant securities of Harworth were as follows: BidCo Directors, immediate families, related trusts and connected persons Name Number of Harworth Shares John Whittaker and close relatives 281,320 Steven Underwood 38,385 Robert Hough 50,000 Stephen Wild 3,554 Further Interests of BidCo and persons acting in concert with BidCo Name Number of Harworth Shares BidCo 105,753,442 Goodweather 95,881,350 The Trustees of The Tokenhouse Pension Scheme(1) 509,000 Cheeseden Investments Limited(2) 703,000 Bexton Croft 1 Limited(2) 82,000 Carr Laund 2 Limited(2) 65,350 Castlewood Holdings 1 Limited(2) 44,700 DPP Limited(2) 285,000 Mug Shot 1 Limited(2) 5,750 (1) Acting in concert with BidCo on the basis that it holds interests for the benefit of the Tokenhouse Pension Scheme which is a small self-administered scheme in which members of the Peel Group are participating employers.

(2) Acting in concert with BidCo on the basis that both it and BidCo are indirectly controlled by the Billown 1997 Settlement, a discretionary trust in respect of which: (i) John Haworth Whittaker (deceased, father of John Whittaker, the current President of the Peel Group) is the settlor, (ii) John Whittaker (the current President of the Peel Group) is the protector, (iii) Christopher Eves and Sheila Greenwood are the trustees, and (iv) certain members of the Whittaker family are potential beneficiaries.

Save as set out in this announcement, as at close of business on 28 September 2026 neither BidCo, the BidCo Directors nor their respective immediate families, related trusts and connected persons nor any person acting in concert with BidCo had: 1. an interest in, or right to subscribe for, any Harworth Shares; 2. any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of Harworth Shares; 3.

procured an irrevocable commitment or letter of intent to accept the terms of the Best and Final Offer in respect of Harworth Shares nor has any outstanding irrevocable commitment or letter of intent with respect to Harworth Shares; 4. 6 of the Takeover Code) any Harworth Shares; or 5. entered into any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Takeover Code.

General This announcement should be read in conjunction with the full text of BidCo's firm offer announcement published on 6 August 2026, the Original Offer Document, the Increased Offer Announcement, the Mandatory Offer Announcement, the Best and Final Offer, and the Best and Final Offer Document, copies of which are (or will be) available (subject to certain restrictions relating to persons in Restricted Jurisdictions) on BidCo's website at The contents of BidCo's website are not incorporated into, and do not form part of, this announcement.

Rothschild & Co, Barclays Bank PLC and Peel Hunt LLP have given and not withdrawn their written consent to the issue of this announcement with the inclusion of the references to their name in the form and context in which they appear. 00 pm (London time) on 29 September 2026. com Richard Gotla Travers Smith LLP is acting as legal adviser to BidCo. Allen Overy Shearman Sterling LLP is acting as legal adviser to Harworth.

M. Rothschild & Sons Limited (“Rothschild & Co”) is acting exclusively as financial adviser to BidCo and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than BidCo for providing the protections afforded to its clients nor for providing advice in relation to this announcement.

Neither Rothschild & Co nor any of its subsidiaries or 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 Rothschild & Co in connection with this announcement or any matter referred to herein.

Barclays Bank PLC, acting through its Investment Bank (“Barclays”), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Harworth and no one else in connection with the Best and Final Offer and will not be responsible to anyone other than Harworth for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Best and Final Offer or any other matter referred to in this announcement.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively for Harworth and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Harworth for providing the protections afforded to clients of Peel Hunt nor for providing advice in connection with the matters referred to herein.

Neither Peel Hunt nor any of its subsidiaries, branches or 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 Peel Hunt in connection with this announcement, any statement contained herein or otherwise. This announcement is for information purposes only.

It is not intended to and does not constitute, or form part of, any offer or invitation or the solicitation of any offer to sell or purchase any securities or the solicitation of any offer to otherwise acquire, subscribe for, sell or otherwise dispose of any security pursuant to the Best and Final Offer or otherwise.