Members' Statement

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 THAT JURISDICTION

Members' Statement

Vote FOR the Resolutions at the forthcoming General Meeting

Dear fellow shareholder,

FitzWalter Capital ("FWC") owns 27.2% of Auction Technology Group plc ("ATG") and is its largest shareholder. We have requisitioned a General Meeting to remove Scott Forbes ("SF") as a director and appoint Richard Campbell-Breeden ("RCB") in his place. If the resolutions are passed, we will ask the Board to appoint him as Chair.

FWC believes the new Chair should oversee a comprehensive strategic review, including consideration of a full competitive sale process.

1. ATG is predominantly a US business but remains held back by its UK listing and headquarters.

Over 80% of ATG's revenue comes from its US operations, around 90% of its long-term assets are in the US, and its main marketplaces, LiveAuctioneers, Proxibid and Chairish, are American. Yet ATG carries the cost of a UK listing and a London head office. Running it from London not only adds layers of cost but also distances the Board from its employees and customers.  In FWC's view, a principally US business is best overseen from the US.

ATG is likely to be more valuable to US private equity and strategic buyers. A US owner would operate ATG's business without the UK plc costs, could accelerate growth and make full use of ATG's strong cash generation, and could pay shareholders for cost savings the London market does not credit.

2. A Board that has failed to earn shareholders' trust.

• ATG listed at £6.00 in February 2021. More than five years later, the shares are around £4.85, less than half of their October 2021 price of £13.63.
• Total Hammer Value, for years the Board's headline KPI of ATG's scale and market penetration, was cut by over $1bn at the FY25 results after management reviewed how it was calculated. In May 2026 the Board stopped reporting it altogether, noting "known accuracy challenges". ATG no longer reports any measure of market penetration.
• In July 2025, ATG ended its planned $40m buyback after $16.5m. Less than three weeks later, it issued a profit warning and, on the same day, borrowed $90m to pay $88m for Chairish, a loss-making business. The shares fell 21.7%. FY25 brought the first fall in adjusted EBITDA since listing.
• The Proxibid upgrade has been promised for five years. At the February 2021 IPO, the Board said it expected to move Proxibid onto ATG's own platform "in the short to medium term". The FY24 annual report claimed "good progress" on integrating Proxibid's technology. ATG now expects the move to be "complete during FY27". Meanwhile, I&C GMV has fallen in each of the last three reporting periods. In FWC's view, the delay reflects weak Board oversight and under-investment. With AI reshaping how buyers find and bid for assets online, ATG cannot afford another lost five years.
• In September 2025, the Chair told FWC that the Board's preferred plan was to sell ATG's Industrial & Commercial ("I&C") division, which produced nearly half of ATG's earnings, and spend the proceeds on more acquisitions. There were expressions of interest from multiple parties, but no formal competitive process was commenced.

In FWC's view, this Board has repeatedly put its own strategy ahead of shareholders' interests.

3. The review needs a Chair who is open with shareholders.

The Board was planning a fundamental change in strategy: selling the I&C division that generates nearly half of ATG's earnings. Shareholders were not informed and learned of it only because FWC made it public. A decision of this magnitude should follow a full strategic review, and shareholders should have the final say. In FWC's view, the record to date does not give shareholders sufficient confidence that a strategic review led by the current Chair would be conducted with the openness and independence required.

4. The fix: a new Chair and an open strategic review.

RCB brings 27 years of experience at Goldman Sachs, including as Vice Chairman of Investment Banking for Asia Pacific ex-Japan, advising boards on complex M&A, strategic alternatives and capital allocation. He has subsequently served as Vice Chairman and Interim Chairman of Julius Baer Group, a Swiss-listed wealth manager with more than CHF 500 billion of assets under management, where he was closely involved in governance, leadership transition and board oversight. His combination of transaction expertise, listed-company board experience and independence is directly relevant to overseeing a rigorous strategic review of ATG.

RCB is independent and has no agreement or arrangement with FWC, or any prior business dealings. 

If elected and subsequently appointed Chair, RCB has confirmed that he would seek Board approval for an immediate strategic review, with independent advisers, to evaluate all credible alternatives for maximising shareholder value, including a buyback and a potential sale of ATG.

In summary:

• FWC will not participate as a potential bidder in the proposed sale process run by the Board.[i]
• FWC will provide an irrevocable undertaking to the bidder whose offer the Board, as led by the new Chair, recommends at the end of any such process, in respect of its entire 27.2% holding on the same terms as other shareholders.ii
• FWC will support a buyback proposed by the Board, as led by the new Chair.

The strategic review does not commit shareholders to a sale of the whole company. If no proposal delivers appropriate value, shareholders retain their investment.

Vote FOR the Resolutions:

• To remove SF as a director; and
• To appoint RCB as a director.

__________________

FitzWalter Capital

Andrew Gray, Partner at FitzWalter Capital, said: "Scott Forbes has sat on ATG's Board through five years of value destruction. Replacing him clears the way for an independent strategic review, including a potential sale. Most importantly, shareholders will have the final say."

Enquiries

Greenbrook: James Dean / Jos Bieneman / Michael Russell | [phone] | [e-mail]

Okapi Partners: Christian Jacques | [phone] | [e-mail]

[i] Refer to separate Rule 2.8 announcement on 26 October 2026.

ii On customary terms to be agreed with the recommended bidder at the end of the sale process.

Disclaimer

This announcement is not intended to be and does not constitute or contain any investment recommendation as defined by Regulation (EU) No 596/2014 (as it forms part of the domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018). No information in this announcement should be construed as recommending or suggesting an investment strategy. Nothing in this announcement or in any related materials is a statement of or indicates or implies any specific or probable value outcome in any particular circumstance. This announcement is provided merely for general informational purposes and is not intended to be, nor should it be construed as (1) investment, financial, tax or legal advice, or (2) a recommendation to buy, sell or hold any security or other investment, or to pursue any investment style or strategy. Neither the information nor any opinion contained in this announcement constitutes an inducement or offer to purchase or sell or a solicitation of an offer to purchase or sell any securities or other investments in the Company or any other company by FitzWalter Capital or any of its affiliates in any jurisdiction. This announcement does not consider the investment objective, financial situation, suitability or the particular need or circumstances of any specific individual who may access or review this announcement and may not be taken as advice on the merits of any investment decision. This announcement is not intended to provide the sole basis for evaluation of, and does not purport to contain all information that may be required with respect to, any potential investment in the Company. Any person who is in any doubt about the matters to which this announcement relates should consult an authorised financial adviser or other person authorised under the UK Financial Services and Markets Act 2000. To the best of FitzWalter Capital's ability and belief, all information contained herein is accurate and reliable, and has been obtained from public sources that FitzWalter Capital believes to be accurate and reliable. However, such information is presented "as is", without warranty of any kind, whether express or implied, and FitzWalter Capital has not independently verified the data contained therein. All expressions of opinion are subject to change without notice, and FitzWalter Capital does not undertake to update or supplement any of the information, analysis and opinion contained herein.

FitzWalter Capital may continue transacting in the shares and securities of the Company, and/or derivatives referenced to them (which may include those providing long and short economic exposure) for an indefinite period following the date of this announcement and may increase or decrease its interests in such shares, securities and/or derivatives at any time.

Forward-Looking Statements

This announcement contains certain forward-looking statements and information that are based on FitzWalter Capital's beliefs, as well as assumptions made by, and information currently available to, FitzWalter Capital. These statements include, but are not limited to, statements about strategies, plans, objectives, expectations, intentions, expenditures and assumptions and other statements that are not historical facts. When used herein, words such as "anticipate," "believe," "estimate," "expect," "intend," "plan" and "project" and similar expressions (or their negative) are intended to identify forward-looking statements. These statements reflect FitzWalter Capital's current views with respect to future events, are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Further, certain forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual results, performance or achievements may vary materially and adversely from those described herein. There is no assurance or guarantee with respect to the prices at which any securities of the Company or any other company will trade, and such securities may not trade at prices that may be implied herein. Any estimates, projections or potential impact of the opportunities identified by FitzWalter Capital herein are based on assumptions that FitzWalter Capital believes to be reasonable as of the date hereof, but there can be no assurance or guarantee that actual results or performance will not differ, and such differences may be material and adverse. No representation or warranty, express or implied, is given by FitzWalter Capital or any of its officers, employees or agents as to the achievement or reasonableness of, and no reliance should be placed on, any projections, estimates, forecasts, targets, prospects or returns contained herein. Neither FitzWalter Capital nor any of its directors, officers, employees, advisers or representatives shall have any liability whatsoever (for negligence or misrepresentation or in tort or under contract or otherwise) for any loss howsoever arising from any use of information presented in this announcement or otherwise arising in connection with this announcement. Any historical financial information, projections, estimates, forecasts, targets, prospects or returns contained herein are not necessarily a reliable indicator of future performance. Nothing in this announcement should be relied upon as a promise or representation as to the future. Nothing in this announcement should be considered as a profit forecast.

Permitted Recipients

In relation to the United Kingdom, this announcement is being issued only to, and is directed only at, (i) investment professionals specified in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "Order"), (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order and (iii) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities of the Company or any member of their respective groups may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "Permitted Recipients"). Persons who are not Permitted Recipients must not act or rely on the information contained in this announcement.

Distribution

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