2.8 Announcement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”)

FOR IMMEDIATE RELEASE

26 October 2026

FitzWalter Capital Limited,
for and on behalf of funds and/or investment vehicles managed or advised by it ("FitzWalter")

No intention to make an offer for Auction Technology Group plc (“ATG” or the “Company”)

FitzWalter has today announced that it has requisitioned a General Meeting to remove Scott Forbes as a director and appoint Richard Campbell-Breeden in his place. If the resolutions are passed, FitzWalter will ask the Board to appoint him as Chair. FitzWalter believes the new Chair should oversee a comprehensive strategic review, including consideration of a full competitive sale process.  FitzWalter has announced that it is not seeking to participate in such competitive sale process as a potential bidder and, as a result, announces that it does not intend to make an offer for ATG pursuant to Rule 2.7 of the Code.

This is a statement to which Rule 2.8 of the Code applies. Accordingly, FitzWalter and any person(s) acting in concert with it will, except with the consent of the Panel on Takeovers and Mergers (the "Takeover Panel"), be bound by the restrictions set out in Rule 2.8 of the Code, including that it will not be able to make an offer for ATG, subject to the exceptions in Rule 2.8, for six months from the date of this announcement. Under Note 2 on Rule 2.8 of the Code, FitzWalter, and any person(s) acting in concert with it, reserves the right to set the restrictions in Rule 2.8 aside only in the following circumstances:

(a) following the announcement by ATG of a Rule 9 waiver proposal (see Note 1 of the Notes on Dispensations from Rule 9 of the Code) or a reverse takeover (as defined in the Code); or

(b) if there has been a material change of circumstances (as determined by the Takeover Panel).

Enquiries:

FitzWalter Capital Limited [phone]
Andrew Gray

Media enquiries

Greenbrook [phone]
Michael Russell

James Dean

Jos Bieneman

Important notices

This announcement is not intended to, and does not, constitute or form part of any 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 this announcement or otherwise.

The distribution of this announcement in jurisdictions other than the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of ATG who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements.

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