REPLACEMENT - RECOMMENDED ACQUISITION OF PINEWOOD

About this update from Pinewood Technologies Group Plc

THE ONLY CHANGE TO THIS ANNOUNCEMENT IS THE REMOVAL OF THE WORDS "BEST AND FINAL" FROM PARAGRAPH 5 ("BACKGROUND TO AND REASONS FOR THE RECOMMENDATION") OF THIS ANNOUNCEMENT. THE "BEST AND FINAL PROPOSAL" WAS MADE IN PRIVATE AND IS NOT A "NO INCREASE" STATEMENT UNDER RULE 32.2 OF THE TAKEOVER CODE. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE 19 August 2026 RECOMMENDED ACQUISITION of PINEWOOD TECHNOLOGIES GROUP PLC by U.K. PISTON BIDCO LIMITED (a newly formed company indirectly owned by entities administered by Ridgeview Partners LLC) to be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006 Summary The boards of directors of each of U.K. Piston Bidco Limited (" Bidco ") and Pinewood Technologies Group plc (" Pinewood.AI ") are pleased to announce that they have reached agreement on the terms of a recommended acquisition, pursuant to which Bidco will acquire the entire issued and to be issued ordinary share capital of Pinewood.AI (the " Acquisition "). Bidco is a private limited company incorporated under the laws of England and Wales, and is indirectly owned by U.K. Piston Co-Invest LLC (" RVP Holdco ") and U.K. Piston Rollover LLC (" Rollover Holdco "), each of which are limited liability companies incorporated in the Cayman Islands, administered by Ridgeview Partners LLC (" Ridgeview "). It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out in ‎ Appendix 1 to this announcement and to the full terms and conditions which will be set out in the Scheme Document, each Pinewood.AI Shareholder at the Scheme Record Time will be entitled to receive: for each Pinewood.AI Share                  £4.48 in cash (the " Cash Offer ") The Cash Offer values the entire issued and to be issued share capital of Pinewood.AI at approximately £545 million on a fully diluted basis. The Cash Offer represents a premium of approximately: ·          43 per cent. to Pinewood.AI's share price of 314 pence at the close of business on 23 July 2026, being the last trading day immediately prior to the commencement of the Offer Period (the " Undisturbed Date "); ·          53 per cent. to the volume-weighted average price of 293 pence per Pinewood.AI Share for the one-month period ended at the close of business on the Undisturbed Date; and ·          64 per cent. to the volume-weighted average price of 274 pence per Pinewood.AI Share for the three-month period ended at the close of business on the Undisturbed Date. As an alternative to the Cash Offer, eligible Pinewood.AI Shareholders may elect to receive an unlisted limited liability company interest in Rollover Holdco (each, a " Rollover Unit ") for each Pinewood.AI Share (the " Rollover Alternative "). Such Rollover Units will be issued on the terms and pursuant to the mechanism described in paragraphs ‎ 14 and ‎ 15 and ‎ Appendix 4 of this announcement. Eligible Pinewood.AI Shareholders will be able to elect for the Rollover Alternative in relation to some or all of their holdings of Pinewood.AI Shares, subject to: (i) any such election being in respect of at least the Minimum Rollover Percentage (as defined in paragraph ‎ 2 of this announcement); and (ii) the Rollover Alternative being limited to the Maximum Rollover Offer (as defined in paragraph ‎ 2 of this announcement). The maximum number of Rollover Units available to be issued to eligible Pinewood.AI Shareholders under the Rollover Alternative will be limited to Rollover Units corresponding to a number of Pinewood.AI Shares with an aggregate value (at the Cash Offer) of £250 million (which would represent an indirect interest of approximately 57 per cent. in the total equity capital of Bidco based on the current estimate of sources and uses of funding for Bidco). To the extent that the Rollover Alternative is oversubscribed, allocations will be scaled back on a pro-rata basis, with the balance of the consideration paid in cash at a value per Pinewood.AI Share equivalent to the Cash Offer price. To the extent a valid election for the Rollover Alternative is not made or cannot be satisfied in respect of all of the Pinewood.AI Shares held by a Pinewood.AI Shareholder, consideration for the balance of the Pinewood.AI Shares held (including any fractions of a Pinewood.AI Share in respect of which Rollover Units will not be issued) will be satisfied in cash at the Cash Offer price. The key terms and conditions of the Rollover Alternative are summarised in paragraph ‎ 14 of this announcement and a more detailed summary of the rights attaching to the Rollover Units is set out in ‎ Appendix 4 to this announcement. Pinewood.AI Shareholders who do not validly elect to receive the Rollover Alternative will automatically (to the extent permitted by applicable law) receive the cash consideration due under the Cash Offer in respect of their entire holdings of Pinewood.AI Shares. The Rollover Units will not be listed nor freely transferable (subject to certain limited exceptions). For the purposes of Rule 24.11 of the Code, an estimate by RBC (as exclusive financial adviser to Bidco) of the value of the Rollover Units, together with the assumptions, qualifications and caveats forming the basis of its estimate of value, will be set out in a letter to be included in the Scheme Document. If, on or after the date of this announcement and prior to the Effective Date, any dividend and/or other distribution and/or other return of capital or value is announced, declared, made or paid or becomes payable in respect of the Pinewood.AI Shares, Bidco reserves the right to reduce the consideration due pursuant to the Cash Offer (and, as the case may be, reduce the number of Rollover Units which will be issued under the Rollover Alternative) by an amount up to the amount of such dividend and/or distribution and/or return of capital or value. In such circumstances, Pinewood.AI Shareholders shall be entitled to retain any such dividend, distribution, or other return of value declared, made or paid. Background to and reasons for the Acquisition Headquartered in San Francisco, Ridgeview is a growth-oriented technology private equity firm focused on investments with strong fundamentals. Ridgeview has a differentiated combination of investment and operating expertise that it leverages to help companies accelerate value creation. Ridgeview prides itself on being a preferred partner to founders, management and investors. Pinewood.AI is a leading cloud-based full-service technology provider to automotive retailers and original equipment manufacturers (" OEMs "), benefitting from high recurring revenues and long-standing OEM partnerships. Ridgeview has long admired Pinewood.AI and these attributes and recognises the achievements of Pinewood.AI's management team in guiding Pinewood.AI to the forefront of technology innovation, allowing it to provide best-in-class technology and secure solutions to its customers. Following completion of the Acquisition, Ridgeview plans to work with Pinewood.AI's management team and employees, led by CEO Bill Berman, to support the business in its next phase of growth, which will require a step-change in technology investment - particularly in data and AI-driven innovation - that can be enhanced through private market ownership. Ridgeview is excited about Pinewood.AI's strategic vision and will be a supportive, long-term partner to the company, providing access to capital, extensive industry knowledge and operational expertise. This support will include plans to help accelerate Pinewood.AI's growth strategy across all of its markets, including its home market of the UK, and the continued expansion of Pinewood.AI's cloud-native, AI-first, mission-critical software platform across North America. Ridgeview believes that it would be better able to support and accelerate Pinewood.AI's strategy if Pinewood.AI were a private company with greater flexibility and operational focus away from the public markets. Recommendation Acquisition and Cash Offer The Pinewood.AI Directors, who have been so advised by Jefferies as to the financial terms of the Cash Offer, consider the terms of the Cash Offer to be fair and reasonable. In providing its financial advice to the Pinewood.AI Directors, Jefferies has taken into account the commercial assessments of the Pinewood.AI Directors. Jefferies is providing independent financial advice to the Pinewood.AI Directors for the purposes of Rule 3 of the Code. Accordingly, the Pinewood.AI Directors intend to recommend unanimously that Pinewood.AI Shareholders vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting as the Pinewood.AI Directors have irrevocably undertaken to do (or procure to be done) in respect of their own beneficial holdings of Pinewood.AI Shares, totalling 193,965 Pinewood.AI Shares and representing, in aggregate, approximately 0.17 per cent. of the issued ordinary share capital of Pinewood.AI as at the Last Practicable Date. Rollover Alternative The Pinewood.AI Directors have reviewed the terms of the Rollover Alternative, but for the reasons described in paragraph ‎ 4 of this announcement, the Pinewood.AI Directors are unable to form an opinion as to whether or not the terms of the Rollover Alternative are fair and reasonable and are not making any recommendation to Pinewood.AI Shareholders as to whether or not they should elect for the Rollover Alternative as set out in paragraphs ‎ 14 to ‎ 16 of, and ‎ Appendix 4 to, this announcement. Whether the Rollover Alternative is suitable for any particular Pinewood.AI Shareholder will depend on their own individual circumstances, including their tax position, investment horizon and appetite for illiquid private company equity. Pinewood.AI Shareholders should also determine whether acquiring or holding the Rollover Units is affected by the laws or regulations of the relevant jurisdiction in which they reside and are encouraged to consider the advantages and disadvantages of electing for the Rollover Alternative (including, but not limited to, those set out above). Pinewood.AI Shareholders are recommended to seek their own independent financial, tax and legal advice before deciding whether to elect for the Rollover Alternative. Further details of the Rollover Alternative are set out in paragraphs ‎ 14 to ‎ 16 of, and ‎ Appendix 4 to, this announcement. Bill Berman, Christopher Holzshu and Dietmar Exler have undertaken to elect for the Rollover Alternative in respect of their own beneficial holdings of Pinewood.AI Shares held as at the Last Practicable Date. In addition, Oliver Mann and Jemima Bird have indicated an intention to elect for the Rollover Alternative (as far as practicable and subject to the terms and conditions of their holdings) in respect of their own beneficial holdings of Pinewood.AI Shares held as at the Last Practicable Date. Any such election will be made on the same terms as are available to all other Pinewood.AI Shareholders and will be subject to the same Minimum Rollover Percentage, aggregate cap and pro rata scale-back mechanics described in paragraph ‎ 14 of this announcement. No special arrangements (as defined under Rule 16 of the Code) have been, or will be, entered into with any Pinewood.AI Director in connection with the Rollover Alternative. Awards held by the Pinewood.AI Directors In addition, outstanding awards held by the Pinewood.AI Directors under the Pinewood.AI Share Plans will be dealt with in accordance with the rules of the relevant plan and are expected to vest (subject to the extent of vesting to be determined in accordance with the rules of the relevant plan) on the sanction of the Scheme by the Court. Accordingly, the Pinewood.AI Directors' economic interest in the outcome of the offer (excluding Pinewood.AI Share Plan entitlements) is not materially different from that of other Pinewood.AI Shareholders. Further details of certain management incentive arrangements and the Deal Bonuses and Retention Arrangements for Bill Berman and Oliver Mann are set out in paragraph ‎ 6 of this announcement. Shareholder support In addition to the irrevocable undertakings from the Pinewood.AI Directors, Bidco has received irrevocable undertakings from each of Lithia, Newtyn, Working Capital, Hosking, Tarek Kabrit and Andrew Kabrit to vote (or procure the voting) in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) in respect of 52,013,108 Pinewood.AI Shares representing, in aggregate, approximately 45.19 per cent. of the existing issued ordinary share capital of Pinewood.AI as at the Last Practicable Date. A number of such Pinewood.AI Shareholders have also undertaken to elect for the Rollover Alternative in respect of the number of Pinewood.AI Shares set out in paragraph 7 and ‎ Appendix 3 of this announcement. Bidco has also received a letter of intent from Feoh Investments UK LLP confirming its current intention to vote in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) in respect of 4,014,640 Pinewood.AI Shares owned or controlled by them representing, in aggregate, approximately 3.49 per cent. of the existing issued ordinary share capital of Pinewood.AI as at the Last Practicable Date and to elect for the Rollover Alternative in respect of the number of Pinewood.AI Shares set out in paragraph 7 of this announcement. Therefore, Bidco has received irrevocable undertakings, and a letter of intent in respect of a total of 56,027,748 Pinewood.AI Shares representing, in aggregate, approximately 48.68 per cent. of the existing issued ordinary share capital as at the Last Practicable Date. Further details of these irrevocable undertakings (including the circumstances in which they may lapse) are set out in ‎ Appendix 3 to this announcement. Acquisition Structure, Timetable and Conditions The Scheme and Acquisition will be subject to the Conditions and certain further terms referred to in ‎ Appendix 1 to this announcement and to be set out in full in the Scheme Document, including, amongst other things: ·          the approval of the Scheme by a majority in number, representing not less than 75 per cent. in value, of the Pinewood.AI Shares voted by Scheme Shareholders present and entitled to vote and voting, either in person or by proxy, at the Court Meeting; ·          the approval of the Resolutions by the requisite majority of Pinewood.AI Shareholders at the General Meeting; ·          the sanction of the Scheme by the Court; and ·          the delivery of a copy of the Court Order to the Registrar of Companies for registration. It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and General Meeting, together with the Forms of Proxy and Form of Election, will be sent to Pinewood.AI Shareholders within 28 days of this announcement (or such later time as Pinewood.AI, Bidco and the Panel agree). The Scheme is expected to become Effective in H2 2026, subject to the satisfaction or (where applicable) waiver of all relevant conditions, including the Conditions. An expected timetable of key events relating to the Acquisition will be provided in the Scheme Document. Commenting on today's announcement: ·          Ian Filby, Chairman of Pinewood.AI , said: "The original transaction that established Pinewood.AI as an independent company was founded on the Board's conviction that there was significant latent value within the business waiting to be realised. Since then, management and the wider Pinewood.AI team have delivered exceptional progress, transforming the Company and creating substantial value for all stakeholders. The Board recognises that the next stage of Pinewood.AI's growth requires a step change in technology investment and capital expenditure, particularly in data and product innovation. The proposed transaction provides Pinewood.AI with the support of a well-capitalised and strategically aligned partner in RVP, while offering shareholders the ability to realise their investment in cash at a material premium to the current share price together with an opportunity to participate in the future growth and value creation of the business through the Rollover Alternative. Having carefully evaluated the proposed transaction and its terms, the Board believes it represents the best path forward for both the Company and its shareholders and intends to recommend unanimously that shareholders vote in favour of the transaction." ·          Bill Berman, CEO of Pinewood.AI , said: "I am extremely proud of everything we have achieved since Pinewood.AI became a standalone technology business in 2024. We have created a strong platform for future growth and we are confident in the significant global opportunities ahead, particularly in North America. Realising the full potential of the business now requires continued investment, innovation and execution at scale, and we know that Ridgeview is the right partner to support us through this next exciting chapter." ·          Hilton Romanski, Co-Founder of Ridgeview , said: "Pinewood.AI is a proven innovator and domain expert that has built a leading platform with unique technology that is well-positioned to expand into new and attractive markets. We are confident that with Ridgeview's backing, the team will be better positioned to realise Pinewood.AI's full potential." ·          Michael Hulslander, Co-Founder of Ridgeview , said: "Pinewood.AI has built a powerful, modern, end-to-end and AI-first platform that provides operators with the tools needed for the next-generation dealership. Our goal is to partner with Bill and his team on their mission to help customers modernise their businesses." This summary should be read in conjunction with, and is subject to, the full text of the following announcement (including its Appendices). The Acquisition will be subject to the Conditions and certain further terms herein and set out in ‎ Appendix 1 to this announcement and to the full terms and conditions to be set out in the Scheme Document. ‎ Appendix 2 to this announcement contains the sources and bases of certain information contained in this announcement. ‎ Appendix 3 to this announcement contains details of the irrevocable undertakings received by Bidco. ‎ Appendix 4 to this announcement contains details of Bidco, Rollover Holdco, the Rollover Units and eligibility to subscribe for the Rollover Units. ‎ Appendix 5 to this announcement contains the definitions of certain terms used in this announcement. Details of the Profit Forecasts, the assumptions on which they are stated and, in the case of the FY26 Profit Forecast, the reports from the Company's reporting accountants and financial adviser, are set out in ‎ Appendix 6 to this announcement. The person responsible for arranging the release of this announcement on behalf of Pinewood.AI is Oliver Mann, Chief Financial Officer. Enquiries Bidco and Ridgeview +1-212-3715999 Dana Gorman (H/Advisors, PR Advisor to Ridgeview) RBC (Exclusive Financial Adviser to Bidco and Ridgeview) +44 20 7653 4000 Mark Preston Ken Martin Andrew Diggles Samuel Jackson H/Advisors (PR Adviser to Ridgeview) +1-212-371-5999 / +44 20 7379 5151 Dana Gorman Sam Cartwright Jonathan Cook Neil Bennett Pinewood.AI +44 121 697 6600 Bill Berman (Chief Executive Officer) Oliver Mann (Chief Financial Officer) Jefferies International Limited (Financial Adviser & Corporate Broker to Pinewood.AI)  +44 (0)20 7029 8000 Philip Noblet Thomas Bective Nandan Shinkre Kagiso Mahlangu Newcome Advisory (Lead PR Adviser to Pinewood.AI) +44 7950 637212 Oliver Shah Headland (PR Adviser to Pinewood.AI) +44 (0)20 3805 4822 Henry Wallers Jack Gault Sidley Austin LLP is acting as legal adviser to Bidco and Ridgeview in connection with the Acquisition. CMS Cameron McKenna Nabarro Olswang LLP is acting as legal adviser to Pinewood.AI in connection with the Acquisition. IMPORTANT NOTICES This announcement is for information purposes and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an 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, pursuant to the Acquisition or otherwise, nor shall there be any purchase, sale, issuance, exchange or transfer of securities of Pinewood.AI in any jurisdiction in contravention of applicable law. The Acquisition will be made solely by means of the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document), which will contain the full terms and conditions of the Acquisition including details of how to vote in respect of the Acquisition. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis on the information contained in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document). Pinewood.AI and Bidco urge Pinewood.AI Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Acquisition. This announcement is an advertisement and does not constitute a prospectus, or prospectus equivalent document or a prospectus exempted document. The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and publication of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date. Please be aware that addresses, electronic addresses and certain other information provided by Pinewood.AI Shareholders, persons with information rights and other relevant persons for the receipt of communications from Pinewood.AI may be provided to Bidco during the offer period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c). RBC Europe Limited (" RBC "), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively as financial adviser to Ridgeview and Bidco no one else in connection with the matters referred to in this announcement and the Acquisition and will not be responsible to anyone other than Ridgeview and Bidco for providing the protections afforded to its clients nor for providing advice in relation to the matters referred to in this announcement. Neither RBC nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, tort, in delict, under statute or otherwise) to any person who is not a client of RBC in connection with the Acquisition, this announcement or any matter referred to herein. Jefferies International Limited (" Jefferies "), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Pinewood.AI and no one else in connection with the Acquisition and will not be responsible to anyone other than Pinewood.AI for providing the protections afforded to clients of Jefferies nor for providing advice in relation to the Acquisition or any other matters referred to herein. Neither Jefferies 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 Jefferies in connection with the matters referred to in this announcement or otherwise. Overseas jurisdictions The release, publication or distribution of this announcement in or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular the ability of persons who are not resident in the United Kingdom, to vote their Pinewood.AI Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purposes of complying with English law, the UK Listing Rules and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England. The Acquisition will not be made and copies of this announcement and formal documentation relating to the Acquisition will not be and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of Takeover Offer (unless otherwise permitted by applicable law or regulation), the Takeover Offer may not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction. The availability of the Acquisition (including the Rollover Alternative) to Pinewood.AI Shareholders who are not resident in the United Kingdom or the ability of those persons to hold such shares pursuant to the Rollover Alternative may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements. Further details in relation to Overseas Shareholders will be contained in the Scheme Document. The Acquisition shall be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the FCA and the UK Listing Rules. Additional information for US investors The Acquisition is being made to acquire the shares of an English company by means of a scheme of arrangement provided for under English law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Scheme will be subject to disclosure requirements and practices applicable in the UK to schemes of arrangement, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this announcement and the Scheme documentation has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. If Bidco exercises its right to implement the acquisition of the Pinewood.AI Shares by way of a Takeover Offer, such offer will be made in compliance with applicable US laws and regulations. The receipt of cash pursuant to the Acquisition by a US holder as consideration for the transfer of its Pinewood.AI Shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Pinewood.AI Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them. The Rollover Securities issued under the Rollover Alternative will not be registered under the US Securities Act of 1933 (the " Securities Act "). Bidco expects the Rollover Securities to be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof (" Section 3(a)(10) "). Section 3(a)(10) exempts securities issued in specified exchange transactions from the registration requirement under the Securities Act where, among other things, the fairness of the terms and conditions of the issuance and exchange of such securities have been approved by a court or governmental authority expressly authorised by law to grant such approval, after a hearing upon the fairness of the terms and conditions of the exchange at which all persons to whom the Rollover Securities are proposed to be issued have the right to appear and receive adequate and timely notice thereof. If Bidco exercises its right to implement the acquisition of the Pinewood.AI Shares by way of a Takeover Offer, the Rollover Securities will not be offered in the United States except pursuant to an exemption from or in a transaction not subject to registration under the Securities Act. The Rollover Securities that may be issued pursuant to the Acquisition have not been and will not be registered under the Securities Act or under the relevant securities laws of any state or territory or other jurisdiction of the United States and will not be listed on any stock exchange. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the Rollover Alternative or determined if the Scheme Document is accurate or complete. Any representation to the contrary is a criminal offence. It may be difficult for US holders of Pinewood.AI Shares to enforce their rights and claims arising out of US federal securities laws, since each of Bidco, RVP Holdco, Rollover Holdco, and Pinewood.AI are organised in countries other than the United States, and some or all of their officers and directors may be residents of, and some or all of their assets may be located in, countries other than the United States. US holders of Pinewood.AI Shares may have difficulty effecting service of process within the United States upon those persons or recovering against judgments of US courts, including judgments based upon the civil liability provisions of the US federal securities laws. US holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment. In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act (to the extent applicable), Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Pinewood.AI Shares outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made, they would be made outside of the US and would be in accordance with applicable law, including the US Exchange Act and the Code. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com . Forward-looking statements This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Bidco, Ridgeview and Pinewood.AI contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco, Ridgeview and Pinewood.AI about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. The forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on Bidco, Ridgeview and Pinewood.AI, the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "goal", "target", "anticipates" or "does not anticipate", or "believes", and variations or words of such import and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Bidco, Ridgeview and Pinewood.AI can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are the satisfaction (or waiver) of the Conditions, changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions, major IT systems failure or data security breaches and any epidemic, pandemic or disease outbreak. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither Bidco, Ridgeview nor Pinewood.AI, nor any of their respective associates or directors, members, managers, partners, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place any reliance on these forward-looking statements. The forward-looking statements speak only at the date of this announcement. All subsequent oral or written forward-looking statements attributable to Bidco or any member of the Wider Bidco Group or the Pinewood.AI Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above. Other than in accordance with their legal or regulatory obligations, neither Bidco, Ridgeview or Pinewood.AI is under any obligation, and Bidco, Ridgeview and Pinewood.AI expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Dealing disclosure requirements Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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. Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. 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. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). 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 www.thetakeoverpanel.org.uk , including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure. No profit forecasts, estimates or quantified financial benefits statements The Profit Forecasts are profit forecasts for the purposes of Rule 28 of the Code. As required by Rule 28.1 of the Code, the assumptions on which the Profit Forecasts and, in the case of the FY26 Profit Forecast, the reports from the Company's reporting accountants and financial adviser, are set out in ‎ Appendix 6 to this announcement. Other than the Profit Forecasts, no statement in this announcement is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Bidco, Ridgeview or Pinewood.AI, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Bidco, Ridgeview or Pinewood.AI, as appropriate. Rounding Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them. General Bidco reserves the right to elect, with the consent of the Panel and subject to the terms of the Cooperation Agreement, to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme. If the Acquisition is effected by way of a Takeover Offer, and such offer becomes or is declared unconditional and sufficient acceptances are received, Bidco intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act so as to acquire compulsorily the remaining Pinewood.AI Shares in respect of which the Takeover Offer has not been accepted. Investors should be aware that Bidco may purchase Pinewood.AI Shares otherwise than under any Takeover Offer or the Scheme, including pursuant to privately negotiated purchases. If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser. Publication on website and hard copies A copy of this announcement and the documents required to be published by Rule 26 of the Code will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Bidco's website at https://www.Ridgeview-partners.com/ and Pinewood.AI's website at www.Pinewood.AI by no later than 12 noon (London time) on the Business Day following publication of this announcement. For the avoidance of doubt, the contents of any websites referred to in this announcement are not incorporated into and do not form part of this announcement. Pinewood.AI Shareholders, persons with information rights and participants in the Pinewood.AI Share Plans and the Pinewood.AI SIP may request a hard copy of this announcement by contacting MUFG Corporate Markets during business hours on +44 (0)371 664 0391 or by submitting a request in writing to [email protected]. If you have received this announcement in electronic form, copies of this announcement and any document or information incorporated by reference into this document will not be provided unless such a request is made. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition shall be in hard copy form. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE   19 August 2026 RECOMMENDED ACQUISITION of PINEWOOD TECHNOLOGIES GROUP PLC by U.K. PISTON BIDCO LIMITED (a newly formed company indirectly owned by entities administered by Ridgeview Partners LLC) to be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006 1.         Introduction The boards of directors of U.K. Piston Bidco Limited (" Bidco ") and Pinewood Technologies Group plc (" Pinewood.AI ") are pleased to announce that they have reached agreement on the terms of a recommended acquisition, pursuant to which Bidco will acquire the entire issued and to be issued ordinary share capital of Pinewood.AI (the " Acquisition "). Bidco is a private limited company incorporated under the laws of England and Wales, and is indirectly owned by U.K. Piston Co-Invest LLC (" RVP Holdco ") and U.K. Piston Rollover LLC (" Rollover Holdco "), each of which are limited liability companies incorporated in the Cayman Islands, administered by Ridgeview Partners LLC (" Ridgeview "). It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. 2.         The Acquisition Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out in ‎ Appendix 1 to this announcement and to the full terms and conditions which will be set out in the Scheme Document, each Pinewood.AI Shareholder at the Scheme Record Time will be entitled to receive: for each Pinewood.AI Share       £4.48 in cash (the " Cash Offer ") The Cash Offer values the entire issued and to be issued share capital of Pinewood.AI at approximately £545 million on a fully diluted basis. The Cash Offer represents a premium of approximately: (a)        43 per cent. to Pinewood.AI's share price of 314 pence at the close of business on the Undisturbed Date; (b)        53 per cent. to the volume-weighted average price of 293 pence per Pinewood.AI Share for the one-month period ended at the close of business on the Undisturbed Date; and (c)        64 per cent. to the volume-weighted average price of 274 pence per Pinewood.AI Share for the three-month period ended at the close of business on the Undisturbed Date. Rollover Alternative As an alternative to the Cash Offer, eligible Pinewood.AI Shareholders may elect to receive an unlisted limited liability company interest in Rollover Holdco (each, a " Rollover Unit ") in respect of each Pinewood.AI Share (the " Rollover Alternative "), such Rollover Units to be issued on the terms and pursuant to the mechanism described in paragraphs ‎ 14 and ‎ 15 and ‎ Appendix 4 of this announcement. Eligible Pinewood.AI Shareholders will be able to elect for the Rollover Alternative in relation to some or all of their holdings of Pinewood.AI Shares, subject to: (i) any such Pinewood.AI Shareholder electing by the "election return date" (further details of which shall be included in the Scheme Document) for the Rollover Alternative in respect of at least 5 per cent. of the Pinewood.AI Shares held by them or to be acquired by them prior to the Scheme Record Time (the " Minimum Rollover Percentage "); and (ii) the Rollover Alternative being limited to the Maximum Rollover Offer as defined below. The maximum number of Rollover Units available to be issued to eligible Pinewood.AI Shareholders under the Rollover Alternative will be limited to Rollover Units corresponding to a number of Pinewood.AI Shares with an aggregate value (at the Cash Offer) of £250 million (which would represent an indirect interest of approximately 57 per cent. in the total equity capital of Bidco based on the current estimate of sources and uses of funding for Bidco) (the " Maximum Rollover Offer "). To the extent that the Rollover Alternative is oversubscribed, allocations will be scaled back on a pro-rata basis, with the balance of the consideration paid in cash at a value per Pinewood.AI Share equivalent to the Cash Offer price. To the extent a valid election for the Rollover Alternative is not made or cannot be satisfied in respect of all of the Pinewood.AI Shares held by a Pinewood.AI Shareholder, consideration for the balance of the Pinewood.AI Shares held (including any fractions of a Pinewood.AI Share in respect of which Rollover Units will not be issued) will be satisfied in cash at the Cash Offer price. The Rollover Alternative is not being offered, sold or delivered, directly or indirectly, in or into any Restricted Jurisdiction (and so Pinewood.AI Shareholders in such jurisdictions will not be eligible to elect for the Rollover Alternative) and individual acceptances of the Rollover Alternative will only be valid if all regulatory approvals required by a Pinewood.AI Shareholder to acquire the Rollover Units have been obtained. Pinewood.AI Shareholders who do not validly elect to receive the Rollover Alternative will automatically (to the extent permitted by applicable law) receive cash consideration due under the Cash Offer for their entire holding of Pinewood.AI Shares. In addition, Pinewood.AI Shareholders who wish to elect for the Rollover Alternative will be required to provide certain "Know Your Client" information as requested by Bidco and Ridgeview. Further details of this eligibility requirement will be set out in the Scheme Document. The Rollover Units will be independently valued and an estimate of the value of the Rollover Units will be included in the Scheme Document. Further information about the Rollover Units is set out in paragraphs ‎ 14 and ‎ 15 of this announcement and ‎ Appendix 4 to this announcement and will be included in the Scheme Document. The Rollover Units will not be listed nor freely transferable (subject to certain limited exceptions). If, on or after the date of this announcement and prior to the Effective Date, any dividend and/or other distribution and/or other return of capital or value is announced, declared, made or paid or becomes payable in respect of the Pinewood.AI Shares, Bidco reserves the right to reduce the consideration due pursuant to the Cash Offer (and, as the case may be, reduce the number of Rollover Units which will be issued under the Rollover Alternative) by an amount up to the amount of such dividend and/or distribution and/or return of capital or value. In such circumstances, Pinewood.AI Shareholders shall be entitled to retain any such dividend, distribution, or other return of value declared, made or paid. 3.         Background to and reasons for the Acquisition Headquartered in San Francisco, Ridgeview is a growth-oriented technology private equity firm focused on investments with strong fundamentals. Ridgeview has a differentiated combination of investment and operating expertise that it leverages to help companies accelerate value creation. Ridgeview prides itself on being a preferred partner to founders, management and investors. Pinewood.AI is a leading cloud-based full-service technology provider to automotive retailers and original equipment manufacturers (" OEMs "), benefitting from high recurring revenues and long-standing OEM partnerships. Ridgeview has long admired Pinewood.AI and these attributes and recognises the achievements of Pinewood.AI's management team in guiding Pinewood.AI to the forefront of technology innovation, allowing it to provide best-in-class technology and secure solutions to its customers. Following completion of the Acquisition, Ridgeview plans to work with Pinewood.AI's management team and employees, led by CEO Bill Berman, to support the business in its next phase of growth, which will require a step-change in technology investment  - particularly in data and AI-driven innovation - that can be enhanced through private market ownership. Ridgeview is excited about Pinewood.AI's strategic vision and will be a supportive, long-term partner to the company by providing access to capital, extensive industry knowledge and operational expertise. This support will include plans to help accelerate Pinewood.AI's growth strategy across all of its markets, including its home market of the UK, and the continued expansion of Pinewood.AI's cloud-native, AI-first, mission-critical software platform across North America. Ridgeview believes that it would be better able to support and accelerate Pinewood.AI's strategy if Pinewood.AI were a private company with greater flexibility and operational focus away from the public markets. 4.         Recommendation Acquisition and Cash Offer The Pinewood.AI Directors, who have been so advised by Jefferies as to the financial terms of the Cash Offer, consider the terms of the Cash Offer to be fair and reasonable. In providing its financial advice to the Pinewood.AI Directors, Jefferies has taken into account the commercial assessments of the Pinewood.AI Directors. Jefferies is providing independent financial advice to the Pinewood.AI Directors for the purposes of Rule 3 of the Code. Accordingly, the Pinewood.AI Directors intend to recommend unanimously that Pinewood.AI Shareholders vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting as the Pinewood.AI Directors have irrevocably undertaken to do (or procure to be done) in respect of their own beneficial holdings of Pinewood.AI Shares, totalling 193,965 Pinewood.AI Shares and representing, in aggregate, approximately 0.17 per cent. of the issued ordinary share capital of Pinewood.AI as at the Last Practicable Date. Rollover Alternative Jefferies is unable to advise the Pinewood.AI Directors as to whether or not the terms of the Rollover Alternative are fair and reasonable. This is because of the significant and variable impact of the advantages and disadvantages of the Rollover Alternative for individual Pinewood.AI Shareholders, including as outlined below: Disadvantages of electing for the Rollover Alternative ·          The Rollover Units will be: o    unlisted and will not be admitted to trading on any stock exchange or market for the trading of securities and will therefore be illiquid. Any assessment of the value of the Rollover Units should therefore take into account an individual shareholder's assessment of an appropriate liquidity discount; o    subject to a five-year lock-up restriction, during which they can only be transferred in very limited circumstances, and thereafter transfers of Rollover Units will be subject to a right of first offer in favour of Ridgeview and to certain other restrictions including, but not limited to, in respect of the identity of the proposed transferee; and o    of uncertain value and there can be no assurance that they will be capable of being sold in the future or that they will be capable of being sold at the value to be estimated by RBC in the Scheme Document. ·          Upon the Effective Date, the Bidco Group will be controlled by RVP Holdco. Rollover Units will not carry any general voting rights in respect of decisions of Rollover Holdco (or indirectly in Bidco and Pinewood.AI), nor the right to receive a copy of or vote on any written resolutions of equityholders of Rollover Holdco, with only limited consent rights as follows: o    a limited number of reserved matters will require the consent of (i) RVP Holdco; and (ii) Rollover Unitholders holding a majority of the units in Rollover Holdco; o    a further limited set of reserved matters will require the consent of: (i) RVP Holdco; (ii) each Rollover Unitholder holding an interest in Rollover Holdco which represents an indirect interest of more than 25 per cent. of the share capital of Bidco (a " Significant Shareholder "); and (iii) Rollover Unitholders (excluding, for these purposes, any Significant Shareholders) holding a majority of the units in Rollover Holdco; and o    a very restricted set of reserved matters will require the consent of RVP Holdco and each Significant Shareholder. Accordingly, holders of Rollover Units will have limited influence over decisions made by Rollover Holdco in relation to its indirect investment in Bidco or Pinewood.AI, or in any other business. ·          A Rollover Unitholder's rights as a holder of equity in Rollover Holdco will differ from their rights as a shareholder of Pinewood.AI as a result of Rollover Holdco being a limited liability company incorporated under the laws of the Cayman Islands, and, by extension: o    the differences between the laws of England and Wales applicable to limited liability companies and the laws of the Cayman Islands applicable to limited liability companies; and o    the differences between the rights of members under the constitutional documents of Pinewood.AI and rights of Rollover Unitholders under the Rollover Holdco LLCA, it being understood that such rights are governed by contract under Cayman law. Under Cayman Law in relation to limited liability companies, there are no statutory shareholder rights nor Companies Act equivalent other than what is prescribed by contractual agreement. ·          Individual Rollover Unitholders will have limited control over the date(s) on and value(s) at which they may be able to realise their investment in the Bidco Group and, in particular and as stated above, are subject to a five-year lock-up restriction, during which the Rollover Units can only be transferred in very limited circumstances. ·          RVP Holdco may not transfer any shares in Topco for a period of 18 months after the Effective Date. After that 18-month period, the Rollover Unitholders' indirect interests in Bidco are subject to a customary drag-along right, exercisable by RVP Holdco (or its affiliates) over Rollover Holdco's interests in Topco for so long as RVP Holdco holds at least 75 per cent. of the equity of Topco held by it as at the Effective Date. After the expiry of the 18-month period, Rollover Unitholders will, however, be able to exercise a customary tag-along right in the event of a sale by RVP Holdco of its interests in Topco to a third party. ·          The rights of Rollover Unitholders to participate in future issues of securities by Rollover Holdco and, indirectly, Topco and Bidco, will be subject to certain exceptions (including those described in paragraph ‎ 9 of ‎ Appendix 4 to this announcement) which may result in them suffering significant dilution. ·          Additionally, even where a Rollover Unitholder is entitled to participate in future issues of securities by Rollover Holdco, the exercise of such rights will require a Rollover Unitholder to subscribe for and fund such additional issue of securities by Rollover Holdco. Failure to subscribe and fund such future issues in the period following the Effective Date, would result in such Rollover Unitholder's interest in Rollover Holdco being diluted by other Rollover Unitholders at the level of Rollover Holdco and further diluted by RVP Holdco at the level of Topco. ·          The Pinewood.AI Shares are currently listed on the equity shares (commercial companies) category of the Official List and admitted to trading on the Main Market of the London Stock Exchange and Pinewood.AI Shareholders are afforded certain standards and protections, including in respect of disclosure, as a result. Pinewood.AI Shareholders who receive Rollover Units (being unlisted securities in a privately held Cayman Islands incorporated limited liability company) will not be afforded protections commensurate with those that they currently benefit from as shareholders in Pinewood.AI, including because Rollover Holdco intends to rely on an exemption from registration under the Securities Act, the Rollover Units will not be registered with the US Securities and Exchange Commission, and Pinewood.AI Shareholders will not be entitled to the benefits and protections afforded by the Securities Act to investors in registered securities. ·          Dividends or other payments in respect of Rollover Units will not be guaranteed or secured. ·          Pinewood.AI Shareholders will have no certainty as to the number of Rollover Units they would receive because: o    the maximum number of Rollover Units available to Pinewood.AI Shareholders under the Rollover Alternative will be limited to Rollover Units corresponding to a number of Pinewood.AI Shares with an aggregate value (at the Cash Offer) of £250 million (which would represent an indirect interest of approximately 57 per cent. in the total equity capital of Bidco based on the current estimate of sources and uses of funding for Bidco); and o    to the extent that elections for the Rollover Alternative cannot be satisfied in full, the number of Pinewood.AI Shares in respect of which each eligible Pinewood.AI Shareholder who has validly elected for the Rollover Alternative will be issued Rollover Units will be reduced on a pro rata basis, and the consideration for each Pinewood.AI Share that is not exchanged for Rollover Units (including any fractions of a Pinewood.AI Share in respect of which Rollover Units will not be issued) will be paid in cash in accordance with the terms of the Cash Offer. ·          Distributions to Rollover Holdco (including on a liquidation or any exit) will generally be subject to a Liquidation Preference in favour of RVP Holdco whereby: o    first, RVP Holdco (as the holder of Class A Shares in Topco) would be entitled to receive distributions of amounts up to an amount equal to the aggregate capital contribution by RVP Holdco to Topco up to and including the payment of cash consideration under the Acquisition (including the Transaction Expenses) in priority to any distributions on the Class B Shares; o    second, Rollover Holdco (as the holder of the Class B Shares) would be entitled to receive distributions until the cumulative distributions received by Rollover Holdco is equal to the amount that it would have received if all distributions made by Topco pursuant to the above paragraph and this paragraph had been made pro rata among RVP Holdco and Rollover Holdco in accordance with the respective numbers of Class A Shares and Class B Shares held by them in Topco; and o    thereafter, RVP Holdco and Rollover Holdco (as the sole shareholders of Topco) would be entitled to receive distributions pro rata in accordance with the respective numbers of Class A Shares and Class B Shares in Topco held by them. Advantages of electing for the Rollover Alternative ·          The Rollover Alternative allows eligible Pinewood.AI Shareholders to invest directly in Rollover Holdco, providing continued indirect economic exposure to Pinewood.AI under private ownership. ·          From completion of the Acquisition, Rollover Holdco will hold Class B Shares in Topco which, subject to the Liquidation Preference, will carry a pro rata entitlement to dividends, distributions and returns of capital of Topco. Topco will indirectly through a chain of wholly owned subsidiaries own 100 per cent. of Pinewood.AI's share capital. The Pinewood.AI Directors have reviewed the terms of the Rollover Alternative, but for the reasons described above, the Pinewood.AI Directors are unable to form an opinion as to whether or not the terms of the Rollover Alternative are fair and reasonable and are not making any recommendation to Pinewood.AI Shareholders as to whether or not they should elect for the Rollover Alternative as described in paragraphs ‎ 14 to ‎ 16 of, and ‎ Appendix 4 to, this announcement . Whether the Rollover Alternative is suitable for any particular Pinewood.AI Shareholder will depend on their own individual circumstances, including their tax position, investment horizon and appetite for illiquid private company equity. Pinewood.AI Shareholders should also determine whether acquiring or holding the Rollover Units is affected by the laws or regulations of the relevant jurisdiction in which they reside and are encouraged to consider the advantages and disadvantages of electing for the Rollover Alternative (including, but not limited to, those set out above). Pinewood.AI Shareholders are recommended to seek their own independent financial, tax and legal advice before deciding whether to elect for the Rollover Alternative. Further details of the Rollover Alternative are set out in paragraphs ‎ 14 to ‎ 16 of, and ‎ Appendix 4 to, this announcement. Bill Berman, Christopher Holzshu and Dietmar Exler have undertaken to elect for the Rollover Alternative in respect of their own beneficial holdings of Pinewood.AI Shares held as at the Last Practicable Date. In addition, Oliver Mann and Jemima Bird have indicated an intention to elect for the Rollover Alternative (as far as practicable and subject to the terms and conditions of their holdings) in respect of their own beneficial holdings of Pinewood.AI Shares held as at the Last Practicable Date. Any such election will be made on the same terms as are available to all other Pinewood.AI Shareholders and will be subject to the same Minimum Rollover Percentage, Rollover Alternative Maximum as defined in paragraph 14 of this announcement) and pro rata scale-back mechanics described in paragraph ‎ 14 of this announcement . No special arrangements (as defined under Rule 16 of the Code) have been, or will be, entered into with any Pinewood.AI Director in connection with the Rollover Alternative. Awards held by the Pinewood.AI Directors In addition, outstanding awards held by the Pinewood.AI Directors under the Pinewood.AI Share Plans will be dealt with in accordance with the rules of the relevant plan and are expected to vest (subject to the extent of vesting to be determined in accordance with the rules of the relevant plan) on the sanction of the Scheme by the Court. Accordingly, the Pinewood.AI Directors' economic interest in the outcome of the offer (excluding Pinewood.AI Share Plan entitlements) is not materially different from that of other Pinewood.AI Shareholders. Further details of certain management incentive arrangements and the Deal Bonuses and Retention Arrangements for Bill Berman and Oliver Mann are set out in paragraph ‎ 6 of this announcement. Further details of the Rollover Alternative are set out in paragraphs ‎ 14 to ‎ 16 (inclusive) and ‎ Appendix 4 of this announcement. 5.         Background to and reasons for the recommendation Pinewood.AI Background ·          Under the leadership of Bill Berman, who joined Pendragon PLC (" Pendragon ") as Chief Executive Officer in February 2020, the Pinewood.AI Group has undergone a fundamental strategic transformation that has reshaped its identity and value proposition. ·          Originally, Pinewood.AI operated primarily as the internal technology backbone for Pendragon's retail operations, providing the digital infrastructure for its own dealerships while servicing a small number of external automotive retailers. ·          Recognising the latent value within this proprietary software, the Pinewood.AI Board oversaw the landmark £280 million divestment of Pendragon's legacy UK Motor and Leasing businesses to Lithia Motors, Inc. (" Lithia "), which completed in January 2024 (the " Pendragon Disposal "). ·          The Pendragon Disposal effectively pivoted the Pinewood.AI Group, allowing it to be successfully repositioned as a pure-play software-as-a-service (SaaS) business under the new Pinewood Technologies Group plc banner. ·          Today, Pinewood.AI is executing on its vision to help retailers and OEMs run more efficiently and increase revenue by delivering a single, cloud‑native platform that unifies data, enhances decision‑making, and improves commercial outcomes. Its end‑to‑end ecosystem (spanning real‑time connected data, proprietary AI/ML modules, AI chatbots, and a highly scalable cloud‑hosted architecture), provides customers with a single source of accurate and consistent operational data and a user‑friendly interface that optimises performance across every stage of the automotive retail value chain. ·          Pinewood.AI's unrivalled automotive expertise ("built by car people for car people"), holistic suite of applications and well‑invested cybersecurity architecture position Pinewood.AI as the trusted, full‑service technology partner capable of driving measurable efficiency gains, revenue uplift, and strategic decision‑making for global dealer groups and OEMs. ·          Whilst Pinewood.AI remains in the early stages of its journey as a pure‑play SaaS business, the Pinewood.AI Board has been encouraged by the fundamental progress made under the management team since the pivotal Pendragon Disposal. ·          Since then, management has executed strongly against the strategy outlined at Pinewood.AI's Capital Markets Day in October 2024: o    UK: Successfully targeted large dealer groups - securing Marshall Motor Group (" Marshalls ") and Lookers - and driven meaningful upsell and cross‑sell into the existing customer base; o    APAC: Signed new contracts with VW and Porsche; o    Europe: Added Scandinavian dealers through the Global Auto Holdings contract, completed the acquisition of its Netherlands reseller and continued to deepen relationships across Central Europe (e.g. Germany); o    North America: Acquired Lithia's interest in the Pinewood.AI North America LLC joint venture (the " Joint Venture "), signed a $60 million contract with Lithia to rollout Pinewood.AI products across its North American rooftops, and progressed development and commercialisation of the US product (system rollout expected for H2 2026); and o    Additional progress: Acquired leading AI capabilities through the acquisition of Seez App Holding Ltd. (" Seez "), rolled out the new UX/UI to customers, and completed the acquisition of its South African reseller. ·          This journey has been highly value-accretive, and at the Cash Offer price, Pinewood.AI Shareholders will have received approximately 137 per cent. in simple total shareholder return since Bill Berman became CEO on 19 February 2020. ·          However, at the same time, the Pinewood.AI Board recognises that the automotive retail software market has evolved significantly and expects this rate of transformation to accelerate, characterised by: o    An increasingly aggressive market environment where legacy incumbents are leveraging their established ecosystems and switching-cost advantages to protect market share, whilst well-capitalised, modern, cloud-based competitors are expanding internationally into Pinewood.AI markets. o    The increased threat from AI more broadly, which is lowering barriers to entry for agile, tech-native entrants and necessitating a continuous "race to innovate". o    Heightened OEM integration complexity as a result of the rapid emergence of new OEM brand entrants, particularly Chinese electric vehicle manufacturers, which significantly increases the technical requirement for a high volume of complex, proprietary OEM integrations to support the modern, multi-brand dealer network. o    An evolution in dealer group behaviour toward global consolidation, which requires truly international, cloud-native software solutions capable of providing a unified "global engine" across multiple jurisdictions but localised as required. Background to the Cash Offer ·          In April 2026, Ridgeview made an initial non-binding proposal regarding a possible offer for Pinewood.AI, which the Pinewood.AI Board unanimously rejected. ·          In May 2026, Ridgeview re‑approached the Pinewood.AI Board with a revised proposal, which was also unanimously rejected. Ridgeview returned with an improved proposal at the end of May 2026, and at this point the Pinewood.AI Board, having carefully considered the proposal, indicated that it would be minded to recommend an offer at 448p per share to Pinewood.AI Shareholders. ·          The Pinewood.AI Board has been pleased with the significant progress delivered since becoming an independent company. Management has executed well against the key pillars of Pinewood.AI's stated growth strategy, strengthening the platform and expanding its global opportunity set. The Pinewood.AI Directors remain confident in Pinewood.AI's ability to become the preferred technology partner to OEMs and dealers globally, navigate evolving market dynamics, and create shareholder value over the medium to longer term. ·          At the same time, the Pinewood.AI Board recognises that the next phase of Pinewood.AI's growth requires a step‑change in technology investment and capital expenditure - particularly in data and AI‑driven innovation - that is better aligned with private market ownership. ·          Pinewood.AI's strategic shift towards high‑margin, technology‑led growth has already delivered attractive returns to Pinewood.AI Shareholders. However, capturing the significant and highly competitive automotive retail software market opportunity will require investment intensity that is difficult to sustain within the constraints of the public markets. ·          The Pinewood.AI Board is mindful that such substantial near‑term investment would inevitably impact operating profit, EBITDA margins, and free cash flow, potentially resulting in negative short‑term share price reaction. ·          The Pinewood.AI Board has also assessed the execution risks associated with the upcoming global rollout of the Pinewood.AI platform. These risks have become increasingly evident in recent months: o    the rollout for Marshalls, signed in October 2024 and originally targeted for H2 2025, was delayed to Q1 2026 to align with complex IT infrastructure work across Marshalls' systems and has since been further delayed to H2 2026 due to management changes; and o    in North America, the anticipated pilot with a limited number of Lithia sites, was initially expected to commence in H2 2025. System rollout is now expected for H2 2026, with full deployment not expected until the end of 2028. Conclusions on the Cash Offer ·          Consequently, the Pinewood.AI Board, together with its financial adviser, Jefferies , undertook a comprehensive assessment of the strategic and financial merits of the Cash Offer. In recommending the Cash Offer to Pinewood.AI Shareholders, the Pinewood.AI Board has carefully considered: o    the opportunities and continued execution risks associated with Pinewood.AI 's strategy and global rollout; o    the duration, scale and complexity of the investment required to fully deliver Pinewood.AI 's next phase of growth; o    the impact of substantial and sustained technology investment on near‑term financial metrics and the implications this may have for Pinewood.AI 's valuation within the public markets; and o    the increasingly competitive and rapidly evolving market backdrop in both the UK and international automotive retail sectors, including: -          an increasingly competitive environment, with legacy incumbents defending share through strong ecosystems and switching‑cost advantages, while well‑capitalised cloud‑native rivals expand into Pinewood.AI 's core markets; -          the accelerating impact of AI, lowering barriers to entry and intensifying the global "race to innovate"; -          greater OEM integration complexity, driven by new brand entrants (particularly Chinese EV manufacturers) requiring a higher volume of complex, proprietary integrations; and -          continued global dealer‑group consolidation, increasing demand for international, cloud‑native software platforms that can operate as a unified "global engine" with heightened localisation requirements. ·          The Pinewood.AI Board considers it important for Pinewood.AI Shareholders to take these matters into account when evaluating the Cash Offer. In that context, the Pinewood.AI Board believes that the Cash Offer represents an attractive opportunity for Pinewood.AI Shareholders to realise an immediate and certain cash value today for their investment at a level which may not be achievable until the execution of the strategy is delivered over the medium to longer term, with that execution subject to a wide range of potential outcomes.  ·          The Pinewood.AI Board believes that the Cash Offer represents a highly attractive implied valuation of: o    c.13x FY25 reported revenue; o    c.31x FY25 reported EBITDA. ·          In addition, the Cash Offer represents an attractive premium of: o    43 per cent. to the closing price of £3.14 per Pinewood.AI Share at the close of business on the Undisturbed Date; and o    64 per cent. to the three-month volume-weighted average price of £2.74 per Pinewood.AI Share during the three-month period ended at the close of business on the Undisturbed Date. ·          The Pinewood.AI Board considers this valuation attractive when compared with publicly listed peers (particularly in the context of recent market volatility around global software companies), and precedent transactions. ·          The Pinewood.AI Board also considers that the cash consideration reflects the value in cash of Pinewood.AI's internal long-term future cashflows discounted at an appropriate weighted cost of capital. ·          The Acquisition is expected to deliver a superior near‑term risk‑adjusted outcome, relative to the inherent uncertainty in remaining independent - a scenario that would require flawless execution of the delayed US pilot to unlock future value, in a technically demanding and macroeconomically challenging environment and provides Pinewood.AI Shareholders with a compelling opportunity to realise their investment in cash today at a price that reflects this. ·          In addition to the financial terms of the Cash Offer, the Pinewood.AI Directors have also considered Ridgeview's stated intentions for the business, management, employees, pension schemes and other stakeholders of Pinewood.AI (detailed in paragraph ‎ 10 of this announcement). ·          On 24 July 2026, the Board of Pinewood.AI and Bidco jointly announced that the Pinewood.AI Board was minded to recommend to Pinewood.AI Shareholders to vote in favour of Ridgeview's proposal. This announcement commenced an "offer period" in relation to Pinewood.AI under Rule 2.2(f) of the Code (the " Offer Period "). ·          The Pinewood.AI Directors note the great importance Ridgeview attaches to the knowledge, skill and experience of Pinewood.AI's management and employees who will continue to be key to the long-term success of Pinewood.AI and for Pinewood.AI's vision for growth. The Pinewood.AI Directors believe that Ridgeview is strongly positioned to support Pinewood.AI with the next phase of its growth and development, providing both access to capital for further growth and continuity for Pinewood.AI's customers, employees and other stakeholders. ·          In recommending the Acquisition, the Pinewood.AI Board has also taken into account the strong support of Lithia, Pinewood.AI's largest shareholder and strategic partner. Lithia has provided an irrevocable undertaking to vote in favour of the Acquisition as set out in paragraph 7 below and to elect for the Rollover Alternative in respect of its entire holding of Pinewood.AI Shares, a move the Pinewood.AI Board views as an important validation of the 448 pence per share Cash Offer value. The Pinewood.AI Board views Lithia's continued investment in the business alongside Ridgeview as a strong endorsement of Pinewood.AI's long-term strategic direction and the future growth prospects of the business under private ownership. ·          Alongside Lithia, major shareholders Newtyn, Working Capital, Hosking , Tarek Kabrit and Andrew Kabrit have each provided an irrevocable undertaking to vote in favour of the Acquisition in respect of 52,013,108 Pinewood.AI Shares representing approximately 45.19 per cent. of the existing issued ordinary share capital of Pinewood.AI as at the Last Practicable Date. A number of such Pinewood.AI Shareholders have also undertaken to elect for the Rollover Alternative in respect of the number of Pinewood.AI Shares set out in paragraph 7 and ‎ Appendix 3 of this announcement. Accordingly, following careful consideration of the above factors with its financial adviser, the Pinewood.AI Directors intend to recommend unanimously the Cash Offer to Pinewood.AI Shareholders as set out in paragraph ‎ 2 of this announcement . ·          In addition, the Pinewood.AI Directors recognise that certain Pinewood.AI Shareholders may wish to retain an economic interest in Pinewood.AI and share in the potential value creation from the next phase of Pinewood.AI's strategy under private ownership. ·          Accordingly, and as described further in paragraphs ‎ 14 to ‎ 16 of this announcement, Ridgeview as an alternative to the Cash Offer, is making available to Pinewood.AI Shareholders a Rollover Alternative, pursuant to which electing Pinewood.AI Shareholders may in respect of some or all of their holdings of Pinewood.AI Shares elect to receive an unlisted limited liability company interest in Rollover Holdco for each Pinewood.AI Share, subject to the Minimum Rollover Percentage and limited to a maximum number of Rollover Units corresponding to a number of Pinewood.AI Shares with an aggregate value (at the Cash Offer) of £250 million (which would represent an indirect interest of approximately 57 per cent. in the total equity capital of Bidco based on the current estimate of sources and uses of funding for Bidco) , beyond which elections would be subject to pro‑rata scale‑back. ·          The Rollover Alternative offers eligible Pinewood.AI Shareholders the ability to remain invested alongside Ridgeview and Lithia in supporting the delivery of Pinewood.AI's global rollout, its US commercial opportunity with Lithia, and the wider technology and AI investment programme; the pursuit of which the Pinewood.AI Board considers is more efficiently undertaken outside the constraints of the public markets. ·          Pinewood.AI Shareholders should note, however, that any Rollover Units issued under the Rollover Alternative will be unlisted and illiquid, and will be subject to significant restrictions on transfer. Further, details of the risk factors and other investment decisions in respect of the Rollover Alternative are set out in paragraph ‎ 16 of this announcement . ·          For the reasons summarised above and set out in paragraph ‎ 4 of this announcement , the Pinewood.AI Directors are unable to form an opinion as to whether or not the terms of the Rollover Alternative are fair and reasonable and are not making any recommendation as to whether or not Pinewood.AI Shareholders should elect for the Rollover Alternative. ·          It is against this backdrop that the Pinewood.AI Board, who have been so advised by Jefferies as to the financial terms of the Cash Offer, consider the terms of the Cash Offer to be fair and reasonable. In providing its financial advice to the Pinewood.AI Directors, Jefferies has taken into account the commercial assessments of the Pinewood.AI Directors. Jefferies is providing independent financial advice to the Pinewood.AI Directors for the purposes of Rule 3 of the Code. 6.         Management Incentivisation, Deal Bonuses and Retention Arrangements The following arrangements have been agreed in respect of Bill Berman and Oliver Mann. Share awards (Pinewood.AI LTIP and Pinewood.AI DSP) Bill Berman and Oliver Mann hold outstanding awards under Pinewood.AI's long-term incentive plan (the " Pinewood.AI LTIP ") and Pinewood.AI's deferred share plan (the " Pinewood.AI DSP "). Pinewood.AI is proposing that a further award that would ordinarily have been granted under the Pinewood.AI DSP in accordance with the directors' remuneration policy will be granted prior to the Effective Date. In the context of the Acquisition, the Pinewood.AI LTIP awards will vest in full pursuant to the Pinewood.AI Remuneration Committee's (the " Remuneration Committee ") exercise of its discretion under the rules of the Pinewood.AI LTIP, and the Pinewood.AI DSP awards will vest in full in accordance with the rules of the Pinewood.AI DSP. The aggregate share-based entitlements payable in connection with the Acquisition are as follows: Executive Total shares Value at £4.48 per share Bill Berman 2,010,776 £9,008,277 Oliver Mann 436,610 £1,956,013 Annual bonus plan Pinewood.AI operates a group annual bonus arrangement for executive directors and senior management. Bill Berman and Oliver Mann both participate in this arrangement and are entitled to receive a bonus in respect of the financial year ending 31 December 2026. The Remuneration Committee proposes that such bonuses should be paid pro rata up to the Effective Date and subject to the satisfaction of applicable performance conditions, based on a maximum annual bonus opportunity for the executive directors and senior management team of £5,286,000. The Remuneration Committee further proposes that such bonuses be treated as earned on the Effective Date but payable in April 2027. Pinewood.AI SIP Neither Bill Berman nor Oliver Mann participate in the Pinewood.AI SIP. Deal Bonuses and Retention Arrangements In order to drive value from the Acquisition, Bidco has consented to the payment by the Pinewood.AI Group of: (i) deal bonuses payable subject to continued employment to certain members of Pinewood.AI's management in April 2027 and (ii) retention bonuses payable subject to continued employment (subject to certain good leaver provisions) until April 2028. In particular, Bidco has agreed to the following deal bonuses and retention arrangements in respect of each of Bill Berman and Oliver Mann (the " Deal Bonuses and Retention Arrangements "): ·          Bill Berman will receive: o    a deal bonus payment of £1,076,250 to be paid in April 2027 subject to continued employment; plus o    a retention bonus payment of £1,356,035 to be paid in April 2028 subject to continued employment and certain good leaver provisions. ·          Oliver Mann will receive: o    a deal bonus payment of £525,000 to be paid in April 2027 subject to continued employment; plus o    a retention bonus payment of £661,481 to be paid in April 2028 subject to continued employment and certain good leaver provisions. The Deal Bonuses and Retention Arrangements have been structured as fixed cash amounts by reference to salary multiples, with no equity, leverage or rollover component. Jefferies considers that the terms of the Deal Bonuses and Retention Arrangements are fair and reasonable so far as the Independent Shareholders are concerned. In forming this view, Jefferies has taken into account the commercial assessments of the independent Pinewood.AI Directors (being each of the Pinewood.AI Directors other than Bill Berman and Oliver Mann). Other than the Deal Bonuses and Retention Arrangements, currently there are no arrangements or understandings between Bidco and/or any person acting in concert with Bidco and the management or directors of Pinewood.AI having any connection with or dependence upon the Acquisition. Further details of the terms of the Deal Bonuses and Retention Arrangements will be set out in the Scheme Document. 7.         Irrevocable undertakings Pinewood.AI Directors Bidco has received irrevocable undertakings from all of the Pinewood.AI Directors who are interested in Pinewood.AI Shares to vote (or procure the voting) in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of the Takeover Offer, to accept, or procure the acceptance of, the Takeover Offer) in respect of 193,965 Pinewood.AI Shares, representing, in aggregate, approximately 0.17 per cent. of the existing issued ordinary share capital as at the Last Practicable Date, and the entire holdings of such directors. Bill Berman, Christopher Holzshu and Dietmar Exler have undertaken to elect for the Rollover Alternative in respect of their own beneficial holdings of Pinewood.AI Shares held as at the Last Practicable Date. In addition, Oliver Mann and Jemima Bird have indicated an intention to elect for the Rollover Alternative (as far as practicable and subject to the terms and conditions of their holdings) in respect of their own beneficial holdings of Pinewood.AI Shares held as at the Last Practicable Date. Any such election will be made on the same terms as are available to all other Pinewood.AI Shareholders and will be subject to the same Minimum Rollover Percentage, aggregate cap and pro rata scale-back mechanics described in paragraph ‎ 14 of this announcement. No special arrangements (as defined under Rule 16 of the Code) have been, or will be, entered into with any Pinewood.AI Director in connection with the Rollover Alternative. Pinewood.AI Shareholders Bidco has received irrevocable undertakings from each of Lithia, Newtyn, Working Capital, Hosking, Tarek Kabrit and Andrew Kabrit to vote (or procure the voting) in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of the Takeover Offer, to accept, or procure the acceptance of, the Takeover Offer) in respect of 52,013,108 Pinewood.AI Shares representing, in aggregate, approximately 45.19 per cent. of the existing issued ordinary share capital of Pinewood.AI as at the Last Practicable Date. Pursuant to the irrevocable undertakings, a number of such Pinewood.AI Shareholders have irrevocably undertaken to elect for the Rollover Alternative in respect of the number of Pinewood.AI Shares which are subject to their irrevocable undertaking set out below: Shareholder Number of Pinewood.AI Shares to which irrevocable relates Number of Pinewood.AI Shares in respect of which an election will be made for the Rollover Alternative Lithia 36,775,175 36,775,175 Newtyn* at least 5,000,000 0 Working Capital 7,029,905 0 Hosking 958,366 958,366 Tarek Kabrit 1,810,814 167,000 Andrew Kabrit 438,848 83,000 * The irrevocable undertaking from Newtyn is given in respect of not less than 5,000,000 Pinewood.AI Shares and also applies to any other Pinewood.AI Shares in which it is interested at the relevant time . Bidco has also received a letter of intent from Feoh Investments UK LLP confirming its current intention to vote in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) in respect of 4,014,640 Pinewood.AI Shares owned or controlled by them representing, in aggregate, approximately 3.49 per cent. of the existing issued ordinary share capital of Pinewood.AI as at the Last Practicable Date and to elect for the Rollover Alternative in respect of 4,014,640 Pinewood.AI Shares. Therefore, Bidco has received commitments and indications of support for the Acquisition from Pinewood.AI Shareholders in respect of 56,027,748 Pinewood.AI Shares representing, in aggregate, approximately 48.68 per cent. of the existing issued ordinary share capital of Pinewood.AI as at the Last Practicable Date . Further details of these irrevocable undertakings (including the circumstances in which they may lapse) are set out in ‎ Appendix 3 to this announcement. 8.         Information relating to Ridgeview and Bidco Group Ridgeview Headquartered in San Francisco, Ridgeview is a growth-oriented technology private equity firm focused on investments with strong fundamentals. Ridgeview has a differentiated combination of investment and operating expertise that it leverages to help companies accelerate value creation. Ridgeview prides itself on being a preferred partner to founders, management and investors. Pinewood.AI maintains a leading position as a mission-critical, full-service, embedded technology provider to automotive retailers and OEMs, benefitting from high recurring revenues and long-standing OEM partnerships. Ridgeview has long admired Pinewood.AI and these attributes and recognises the achievements of Pinewood.AI's management team in guiding Pinewood.AI to the forefront of technology innovation, allowing it to provide best-in-class technology and secure solutions to its customers. Following completion of the Acquisition, Ridgeview plans to work with Pinewood.AI's management team and employees, led by CEO Bill Berman, to support the business in its next phase of growth, which will require a step-change in technology investment - particularly in data and AI-driven innovation - that can be enhanced through private market ownership. Ridgeview is excited about Pinewood.AI's strategic vision and will be a supportive, long-term partner to the company by providing access to capital, extensive industry knowledge and operational expertise. This support will include plans to help accelerate Pinewood.AI's growth strategy across all of its markets, including its home market of the U.K., and the continued expansion of Pinewood.AI's cloud-native, AI-first, mission-critical software platform across North America. Ridgeview believes that it would be better able to support and accelerate Pinewood.AI's strategy if Pinewood.AI were a private company with greater flexibility and operational focus away from the public markets. Rollover Holdco Rollover Holdco is a limited liability company incorporated under the laws of the Cayman Islands on 16 July 2026. Rollover Holdco was formed for the purposes of the Acquisition and is an entity currently owned and administered by Ridgeview. RVP Holdco RVP Holdco is a limited liability company incorporated under the laws of the Cayman Islands on 16 July 2026. RVP Holdco was formed for the purposes of the Acquisition and is an entity currently owned and administered by Ridgeview. Topco U.K. Piston Topco Limited (" Topco ") is a limited company registered in Jersey and incorporated on 17 July 2026. Topco was formed for the purposes of the Acquisition and is jointly owned by RVP Holdco and Rollover Holdco, which are each owned and administered by Ridgeview. The share capital of Topco currently comprises one class A ordinary share held by RVP Holdco and one class B ordinary share held by Rollover Holdco. On or around the Effective Date, the share capital of Topco will be reorganised so that it comprises Class A Shares (to be held by RVP Holdco) and Class B Shares (to be held by Rollover Holdco). As at the date of this announcement, Topco does not have any assets or liabilities save for its interest in the share capital of Midco. Topco will not incur any indebtedness prior to the Effective Date, and it is not expected that Topco will incur any liabilities prior to the Effective Date other than the costs of its formations and other fees, costs, expenses, stamp duty, taxes and/or liabilities in connection with the Acquisition (the " Transaction Expenses "). On or around the Effective Date, RVP Holdco will contribute additional capital to Topco in exchange for Class A Shares in Topco to be used (together with the debt financing as outlined in paragraph ‎ 11 of this announcement) to finance: (i) the cash consideration payable to Pinewood.AI Shareholders under the terms of the Cash Offer; and (ii) payment of the Transaction Expenses to the extent not funded from debt financing. Midco U.K. Piston MidCo Limited (" Midco ") is a private limited company incorporated under the laws of England and Wales on 20 July 2026. Midco was formed for the purposes of the Acquisition and is wholly owned by Topco. Holdco I U.K. Piston HoldCo I Limited (" Holdco I ") is a private limited company incorporated under the laws of England and Wales on 20 July 202...

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