Proposed equity fundraise to raise US$100 million

Summary by AI ^BETAClose X

Ferrexpo plc is proposing an equity capital raise to secure approximately US$100 million, which is deemed essential for the company's continued operation and to meet its immediate working capital needs. This fundraise will consist of a placing of new ordinary shares to raise approximately US$60 million, with a cornerstone commitment of US$50 million, and a subscription by its largest shareholder, Fevamotinico, for approximately US$40 million. The issue price of 16.5 pence per new ordinary share represents a discount of approximately 42.3% to the last traded share price before the suspension of trading on May 1, 2026, which was due to delays in publishing audited consolidated accounts. The net proceeds are intended to support operations at a reduced level for the next 18 months and ensure the group continues as a going concern, with the company's shares expected to resume trading on September 7, 2026.

Disclaimer*

Ferrexpo PLC

03 September 2026

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED IN IT (THE "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS PROVIDED FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

3 September 2026

Ferrexpo plc

("Ferrexpo" or the "Company" or the "Group")

Proposed equity fundraise to raise US$100 million

Ferrexpo plc (LSE: FXPO), a producer and exporter of premium iron ore products, today announces its intention to launch an equity capital raise to raise gross proceeds of approximately US$100 million (the "Fundraise").

As set out in the Company's previous announcements, the directors of the Company (the "Board") believe the Fundraise is required in order to support the working capital position of the Group and fund ongoing operations. The Board believes the net proceeds of the Fundraise will be sufficient to meet the Group's immediate and short-term operational requirements while operating at a reduced level for the next 18 months and to continue as a going concern.

The ordinary shares of nominal value £0.10 each in the capital of the Company (the "Ordinary Shares") were suspended from listing and trading since 7.30 a.m. on 1 May 2026 as a consequence of the delay to the Group's publication of audited consolidated accounts for the year ended 31 December 2025, which required execution of an appropriate funding solution in order for the accounts to be prepared on a going concern basis.

The Fundraise is to be comprised of the issue of new Ordinary Shares through:

· a non-pre-emptive conditional placing of new Ordinary Shares at a placing price of 16.5 pence per new Ordinary Share (the "Issue Price") (the "Placing Shares") raising gross proceeds of approximately US$60 million (the "Placing"), as part of which the Company has received a cornerstone commitment of US$50 million; and

· a conditional subscription by the Company's largest shareholder, Fevamotinico S.a.r.l. ("Fevamotinico"), for new Ordinary Shares at the Issue Price (the "Subscription Shares") pursuant to a subscription agreement entered into between Fevamotinico and the Company (the "Subscription Agreement"), raising gross proceeds of approximately US$40 million (the "Subscription"),

(the Placing Shares and the Subscription Shares, together the "New Ordinary Shares").

The Issue Price of 16.5 pence represents a discount of approximately 42.3 per cent. to the closing share price of 28.6 pence on 30 April 2026 (being the last day of trading in the Ordinary Shares before their suspension from listing and trading at 7.30 a.m. on 1 May 2026).

Cornerstone Undertaking

The Company has received a conditional undertaking from Andriy Verevskyi (the "Cornerstone Investor") to subscribe for approximately US$50 million in the Placing at the Issue Price, subject to the terms and conditions of the Cornerstone Undertaking, including it receiving the full minimum allocation of approximately US$50 million and the passing of the Resolutions and Admission occurring (the "Cornerstone Undertaking").

The Cornerstone Investor is a prominent Ukrainian businessman and founder and chairman of the board of Kernel Holding S.A., a diversified Ukrainian agricultural company and the largest producer and exporter of grains in Ukraine, and a leader of the global sunflower oil market.

As a requirement of the Cornerstone Investor entering into the Cornerstone Undertaking, the Company has agreed, subject to certain limited exceptions, that from the release of this Announcement until completion of the Fundraise (or the earlier lapse or termination of the Cornerstone Undertaking), the Company will not, directly or indirectly, solicit, initiate, encourage or enter into or continue discussions, negotiations, agreements or arrangements in relation to any alternative equity fundraising or other transaction which would be inconsistent with, or would be reasonably likely to preclude or materially impede, the Fundraise. The foregoing restrictions shall not prevent the Board from responding to a bona fide unsolicited written proposal that is fully financed and not subject to financing conditions, and is not subject to due diligence other than limited confirmatory due diligence, and which the Board determines in good faith, after taking legal and financial advice, constitutes a materially superior transaction for the Company.

It is expected that the Cornerstone Investor will, on completion of the Fundraise, be entitled to exercise, or control the exercise of, 21.44 per cent. of the Enlarged Share Capital. As a result, the Cornerstone Investor will become a substantial shareholder and related party of the Company for the purposes of the UK Listing Rules from Admission.

This Announcement should be read in its entirety. In particular, attention is drawn to the section titled 'Background to and reasons for the Fundraise' below, the risk factors which should be taken into account in connection with the Fundraise set out in Appendix A of this Announcement, the various legal and administrative proceedings to which the Group is currently subject set out in Appendix B of this Announcement and the summary unaudited, consolidated financial statements for the Group for the six months ended 30 June 2026 set out in Appendix C of this Announcement. The Terms and Conditions of the Placing are set out in Appendix D of this Announcement.

Unless otherwise indicated, capitalised terms in this Announcement have the meaning given to them in Appendix E of this Announcement.

Importance of the Fundraise

The Board believes that the Fundraise will be essential for the continued survival of the Group. In particular, the Fundraise is required to strengthen the Group's liquidity position and provide working capital to support the resumption and the continuation of operations during a period of ongoing operational and financial constraints, as well as put the Group in a stronger financial position to restore production capacity to a sustainable level with potential for longer-term recovery, subject to the resolution of the matters described in this Announcement including the ability to reclaim VAT refunds on a continuing basis (and recovering withheld VAT refunds), the resolution of the war in Ukraine, and the resolution of the ongoing legal proceedings (including bankruptcy proceedings) involving Ferrexpo Poltava Mining ("FPM"). The Board believes the net proceeds of the Fundraise will be sufficient to meet the Group's immediate and short-term operational requirements while operating at a reduced level for the next 18 months and to continue as a going concern.

The Board considers that the Fundraise is in the best interests of Shareholders as a whole.

The Group's cash position has decreased significantly to approximately US$26.4 million as at 28 August 2026 (the "Latest Practicable Date"), and when deducting lease obligations, the Group's net cash position was approximately US$17.8 million as at the Latest Practicable Date. This compares to net cash positions of approximately US$21 million as at 30 June 2026, US$25 million as at 31 March 2026, US$47 million as at 31 December 2025, US$50 million as at 30 June 2025, and US$101 million as at 31 December 2024.

As a result, the Board has determined that, absent successful completion of the Fundraise, the Group only has sufficient net accessible cash to operate in this current constrained environment until approximately end-October 2026. This estimate remains subject to, among other things, volatility of iron ore pricing, operating expenses (including energy costs) and assumes there are no material changes to the operating conditions of the Group, including no restrictive measures are put in place by the insolvency manager appointed within FPM and there are no final, non-appealable negative outcomes to the various legal and administrative proceedings to which the Group is currently subject.

The Fundraise is conditional on, amongst other matters, the passing of the resolutions in connection with the Fundraise (the "Resolutions") by Shareholders at the general meeting of the Company at which the Resolutions are to be proposed, expected to be held on 21 September 2026 (the "General Meeting").

In connection with the Fundraise, Fevamotinico has today entered into a deed of irrevocable undertaking with the Company (the "Irrevocable Undertaking") pursuant to which it has committed, subject to the terms and conditions contained therein, to vote in favour of all of the Resolutions to be proposed at the General Meeting in respect of its holding of 294,680,305 Ordinary Shares, representing 49.27 per cent. of the existing Ordinary Shares in issue (excluding Ordinary Shares held in treasury) as at the Latest Practicable Date.

Failure to complete the Fundraise could give rise to material negative consequences, and absent any material change to its current constrained environment or other mitigating actions (such as the recovery of VAT refunds, which is outside the control of the Group), or accessing other forms of emergency or short-term funding, it is highly likely that the Company or other members of the Group would have no option but to file for insolvency in the relevant jurisdictions, which the Board believes may result in Shareholders losing the entire value of their investment in the existing Ordinary Shares.

This could be as early as end-October 2026, depending on a number of variables outside of the Group's control, including volatility of iron ore pricing and operating expenses and whether there are any further material changes to the operating conditions of the Group, including to its energy supply and logistics routes, any restrictive measures put in place by the insolvency manager appointed within FPM and any final non-appealable negative outcomes to the various legal and administrative proceedings to which the Group is subject.

Use of proceeds

The net proceeds of the Fundraise will be used primarily to strengthen the Group's liquidity position and support the resumption and the continuation of operations during a period of ongoing operational and financial constraints.

In particular, the Board intends to apply the net proceeds of the Fundraise towards:

· restarting the Group's temporarily suspended mining and pelletising operations in Ukraine, including providing the working capital required to recommence production, and funding the Group's operating costs, including power, labour, consumables, logistics and maintenance expenditure, as operations are recommenced and continued at reduced levels;

· restoring the previous curtailment of deferred expenditure across the Group's operations, including in relation to the optimisation of mining activities, repairs and maintenance of processing and pelletising facilities, and mining equipment; and

· preserving financial flexibility in light of continued uncertainty relating to the operating environment in Ukraine, including power supply disruption, logistics constraints, legal and administrative proceedings and the ongoing suspension of VAT refunds.

The net proceeds of the Fundraise would be used to support the working capital position of the Group and meet its immediate and short-term operational requirements while operating at a reduced level for the next 18 months and to continue as a going concern. The Board believes that completion of the Fundraise would also put the Group in a stronger financial position to support a longer-term staged restoration and stabilisation of production capacity to sustainable levels; however, any such recovery is conditional on stabilisation of the Group's operating environment, as well as satisfying additional capital requirements (in addition to the net proceeds of the Fundraise) for longer-term growth.

Details of the Fundraise

The Placing will be conducted through an accelerated book building process (the "Bookbuild") which will be launched immediately following this Announcement and will be made available to new and certain existing investors. Panmure Liberum Limited ("Panmure Liberum") and Peel Hunt LLP ("Peel Hunt" and, together with Panmure Liberum, the "Joint Bookrunners") are acting as joint global coordinators and joint bookrunners in connection with the Placing. The Joint Bookrunners may close the Bookbuild at any time thereafter, at the discretion of the Joint Bookrunners and the Company.

In addition to the Placing, Fevamotinico has agreed, conditional on the Placing and subject to the terms and conditions of the Subscription Agreement (defined below), to subscribe for the Subscription Shares at the Issue Price representing up to US$40 million in aggregate. The Subscription Shares will be subscribed for pursuant to a subscription agreement entered into between Fevamotinico and the Company (the "Subscription Agreement"), rather than pursuant to the terms and conditions of the Placing set out in Appendix D of this Announcement.

For the avoidance of doubt, the Joint Bookrunners are playing no role in connection with the Subscription.

Together, the total number of New Ordinary Shares to be issued pursuant to the Fundraise will not exceed 74.99 per cent. of the current issued ordinary share capital of the Company.

The timing of the close of the Bookbuild, the number of Placing Shares to be placed as well as allocation of the Placing Shares will be agreed between the Joint Bookrunners and the Company following the close of the Bookbuild. The results of the Placing will be announced as soon as practicable following the close of the Bookbuild.

The Joint Bookrunners have today entered into an agreement with the Company (the "Placing Agreement") under which, subject to the conditions set out therein, the Joint Bookrunners as agents, for and on behalf of, the Company have agreed to use their respective reasonable endeavours to procure subscribers for the Placing Shares alongside the Cornerstone Investor at the Issue Price. The Placing is subject to the terms and conditions set out in Appendix D of this Announcement.

A description of certain relevant aspects of the Placing Agreement can be found in the terms and conditions set out in Appendix D of this Announcement under the headings "Details of the Placing Agreement and of the Placing Shares", "Conditions of the Placing", "Termination of the Placing Agreement" and "Restriction on further issue of securities". The Placing will be made on a non-pre-emptive basis.

In order to seek to secure the successful completion of the Fundraise, the Board has had extensive engagement with representatives of Fevamotinico over an extended period relating to its support for the Fundraise and the arrangements required for Fevamotinico to participate in the Fundraise.

Whilst the Group believes that dilution to the interests held by Fevamotinico could mitigate certain risks relating to the association between the Group and Kostiantyn Zhevago ("Mr Zhevago"), Fevamotinico expressed its requirement to retain a material interest in the Company. Further, Fevamotinico's participation in the Fundraise as a subscribing investor is a condition of it providing its irrevocable undertaking to vote in favour of the Resolutions required to implement the Fundraise. At this time, and taking into account the immediate requirement for working capital, the Board believes that the benefits to the Group of successful completion of the Fundraise, for which Fevamotinico's support is essential, justify the participation of Fevamotinico in the Fundraise.

Prior to launch of the Placing, the Company consulted with a number of its Shareholders to gauge their feedback as to the terms of and potential participation in the Placing. The Board has concluded that the Placing is in the best interests of Shareholders and wider stakeholders and will promote the long-term success of the Company and has therefore chosen to proceed with the Placing.

The New Ordinary Shares will be admitted to the equity shares (commercial companies) category of the Official List of the Financial Conduct Authority (the "FCA") and an application will be made for the New Ordinary Shares to be admitted to trading on the main market for listed securities of London Stock Exchange plc ("London Stock Exchange") (together, "Admission"). It is anticipated that Admission will become effective, and that dealings in the New Ordinary Shares will commence, at 8.00 a.m. (London time) on 22 September 2026.

The New Ordinary Shares will, when issued and fully paid, rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of the Ordinary Shares after the date of their issue. The New Ordinary Shares will be issued in registered form and will be capable of being held in both certificated and uncertificated form. It is expected that the New Ordinary Shares will be delivered in uncertificated form through CREST on Admission.

The Placing is conditional on, amongst other matters, the passing of the Resolutions, Admission becoming effective not later than 8.00 a.m. (London time) on 22 September 2026 (or such later time and/or date as the Joint Bookrunners and the Company may agree in writing, being not later than 8.00 a.m. (London time) on 30 September 2026) and the Placing Agreement not being terminated in accordance with its terms. Further details can be found in Appendix D of this Announcement.

The above proposed dates and times may be subject to change at the discretion of the Company and the Joint Bookrunners. The Company reserves the right to increase (or decrease) the size of the Placing.

The Company has undertaken to the Joint Bookrunners that, between the date of this Announcement and 180 calendar days after the date of Admission, it will not, directly or indirectly, issue or allot Ordinary Shares, subject to customary exceptions or waiver by the Joint Bookrunners.

Appendix D of this Announcement (which forms part of this Announcement) sets out further information relating to the Bookbuild and the terms and conditions of the Placing. By choosing to participate in the Placing and by making an oral or written and legally binding offer to subscribe for Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety (including the Appendices) and to be making such offer on the terms and subject to the conditions in it, and to be providing the representations, warranties, agreements, confirmations, acknowledgements and undertakings contained in Appendix D of this Announcement.

Voting Undertaking

Fevamotinico, the Company's largest shareholder, has, subject to the terms and conditions of the Irrevocable Undertaking, undertaken to vote in favour of the Resolutions in respect of its holding of 294,680,305 Ordinary Shares, equating to 49.27 percent of the existing Ordinary Shares in issue (excluding Ordinary Shares held in treasury) as at the Latest Practicable Date.

Among others, the following conditions apply under the Irrevocable Undertaking:

· gross proceeds of not more than US$100,000,000 (or the GBP equivalent thereof) being raised pursuant to the Fundraise through the issue of New Ordinary Shares;

· New Ordinary Shares having been allotted and issued to Fevamotinico at the Issue Price such that, if gross proceeds are less than or equal to US$81,185,305 (or the GBP equivalent thereof), Fevamotinico receives 49.27 percent of all New Ordinary Shares allotted, or if gross proceeds exceed that amount, Fevamotinico receives New Ordinary Shares representing US$40,000,000 (or the GBP equivalent thereof), and provided further that Fevamotinico's holding of the total number of Ordinary Shares in issue following the completion of the Fundraise (the "Enlarged Share Capital") shall not reduce below 45.2 per cent.; and

· no increase in Fevamotinico's holding above its current 49.27 per cent. such that it would be required to make a mandatory offer for all of the Ordinary Shares in the Company under Rule 9 of the City Code on Takeovers and Mergers (the "Takeover Code").

If any of the above conditions is not satisfied or becomes impossible to satisfy, all of Fevamotinico's obligations under the Irrevocable Undertaking shall lapse and have no further effect and Ferrexpo undertakes not to proceed with the Fundraise.

The Irrevocable Undertaking restricts Fevamotinico from disposing of its Ordinary Shares and will remain in force until the earlier of (i) 5.00 p.m. on 31 October 2026; (ii) completion of the Fundraise, or (iii) the Company announcing publicly or notifying Fevamotinico in writing that it no longer intends to proceed with the Fundraise.

The Irrevocable Undertaking contains no further termination rights.

In connection with the Placing, and as a requirement of Fevamotinico to give its Irrevocable Undertaking, the Company has agreed that it will not allocate Placing Shares to certain categories of persons or to any person which following completion of the Placing would legally or beneficially hold more than 15 per cent. of the Enlarged Share Capital, in each case without the prior consent of Fevamotinico. The participation of the Cornerstone Investor under the terms of the Cornerstone Undertaking has received the necessary consent from Fevamotinico.

Potential Loan with Fevamotinico

The Company and Fevamotinico have been in detailed discussions regarding potential debt financing by Fevamotinico to the Company, including a potential short-term unsecured loan facility of approximately US$15 million as a pre-payment for the Subscription (the "Proposed Loan"), which would be intended to provide the Company with access to liquidity in advance of completion of the Fundraise and enable the Group to restart production ahead of completion of the Fundraise.

Although the parties have made substantial progress towards agreeing terms, no binding agreement has been entered into and the parties have not agreed on the final terms. There can be no certainty that the Proposed Loan will be agreed, entered into, funded or completed.

Related Party Transaction

Fevamotinico is a related party of the Company for the purposes of the UK Listing Rules as it is a substantial shareholder of the Company, which is entitled to exercise, or control the exercise of, 49.27 per cent. of the votes able to be cast at general meetings of the Company (as at the Latest Practicable Date). The Subscription constitutes a related party transaction for the purposes of UKLR 8.1.7R and, due to the size of the Subscription, UKLR 8.2.1R. The Board considers that the terms of the Subscription are fair and reasonable as far as Shareholders are concerned. The Board has been so advised by BDO LLP as sponsor to the Company. In providing its advice to the Board, BDO LLP has taken into account the Directors' commercial assessment.

Expected Timetable of Principal Events

Announcement of the launch of the Fundraise	3 September 2026
Announcement of the results of the Fundraise	By 7.00 a.m. 4 September 2026
Publication and posting of the Circular and the Form of Proxy to Shareholders	4 September 2026
Expected lifting of the suspension of trading of the Company's shares on the London Stock Exchange	7 September 2026
Latest time and date for receipt of the Form of Proxy	11.00 a.m. on 17 September 2026
General Meeting	11.00 a.m. on 21 September 2026
Announcement of the results of the General Meeting	21 September 2026
Admission of the New Ordinary Shares	8.00 a.m. on 22 September 2026

All references to times in this Announcement are to the time in London, United Kingdom. Each of the times and dates in the expected timetable above may be either extended or brought forward. Any changes to the expected timetable set out above will be notified to the market by the Company via a regulated information service, a service authorised by the FCA to release regulatory announcements to the London Stock Exchange ("RIS").

Summary Unaudited Results for the six months ended 30 June 2026

Appendix C of this Announcement contains summary unaudited, consolidated financial statements for the six months ended 30 June 2026.

These financial results are unaudited and remain subject to completion of the Group's auditors' review procedures as well as approval of the Company's Audit Committee and the Board. As at the date of this Announcement, these summary unaudited, consolidated financial results have been prepared on a going concern basis, however, such basis of preparation is contingent on the successful completion of the Fundraise.

Neither Appendix C nor this Announcement constitutes a half-yearly financial report as contemplated by DTR 4.2.2R or DTR 4.2.3R, nor statutory accounts under the Companies Act 2006.

This Announcement contains inside information. The person responsible for the release of this Announcement is Mark Gregory, Group Company Secretary.

For further information, please contact:

Ferrexpo:	via Tavistock

Panmure Liberum:	(Joint Financial Adviser, Joint Corporate Broker and Joint Bookrunner)	+44 (0) 20 3100 2000
	Scott Mathieson / Amrit Mahbubani / John More
	Gaya Bhatt / Izzy Anderson (Investment Banking)
	Jamie Loughborough / Sam Elder (ECM)

Peel Hunt:	(Joint Financial Adviser, Joint Corporate Broker and Joint Bookrunner)	+44 (0) 20 7418 8900
	Ross Allister / Georgia Langoulant / Martha Dunlop (Investment Banking)
	Sohail Akbar / Nick Wilks / Ambika Bose (ECM)

Tavistock:	ferrexpo@tavistock.co.uk
	Jos Simson	+44 (0)7899 870 450
	Gareth Tredway	+44 (0)7785 974 264

About Ferrexpo:

Ferrexpo is a Swiss headquartered iron ore company with assets in Ukraine and a listing in the equity shares commercial companies category on the London Stock Exchange (ticker FXPO). The Group produces premium grade iron ore products sold to the global steel industry and enabling steel makers to reduce carbon emissions and increase productivity. Ferrexpo's operations have been supplying the global steel industry for over 50 years with a customer base comprising of premium steel mills around the world. For further information, please visit www.ferrexpo.com.

LEI: 213800CEDKSNUTPAQZ41

IMPORTANT NOTICES

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS PROVIDED FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction in which the same would be unlawful ("Restricted Jurisdiction") or to any person to whom it is unlawful to make such offer or solicitation. No public offering of the Placing Shares is being made in any jurisdiction. Neither this Announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from any Restricted Jurisdiction. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any such action. Any failure to comply with these restrictions may constitute a violation of the securities laws of the relevant Restricted Jurisdiction. Persons into whose possession this Announcement comes are required to inform themselves about, and to observe, such restrictions.

No action has been taken by the Company, either Joint Bookrunner or any of their respective Affiliates or any of its or their respective directors, officers, partners, employees, agents or advisers (collectively "Representatives") or any person acting on behalf of any of them that would, or is intended to, permit an offer of the Placing Shares or result in the possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required.

No prospectus, offering memorandum, offering document or admission document has been or will be made available in any jurisdiction in connection with the matters contained or referred to in this Announcement and no such document is required (in accordance with Regulation (EU) No 2017/1129 (the "EU Prospectus Regulation") or the Public Offers and Admissions to Trading Regulations 2024 (the "POATR")) to be published. Persons needing advice should consult a qualified independent legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

The securities referred to herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States, and may not be offered, sold, pledged, taken up, exercised, resold, transferred or delivered, directly or indirectly, within, into or in the United States absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or any other jurisdiction of the United States. Any securities to be offered and sold in connection with the Placing will be offered and sold (i) outside of the United States in "offshore transactions" as defined in, and pursuant to, Regulation S under the Securities Act; and (ii) in the United States only to persons reasonably believed to be "qualified institutional buyers" as defined in Rule 144A of the Securities Act ("QIBs") pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There has not been and will be no public offer of the Placing Shares in the United States or elsewhere. Neither the US Securities and Exchange Commission nor any securities regulatory body of any state or other jurisdiction of the United States, nor any securities regulatory body of any other country or political subdivision thereof, has approved or disapproved of this Announcement or the Placing Shares or passed on or endorsed the merits of the Placing, or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.

This Announcement has not been approved by the FCA or the London Stock Exchange.

Members of the public are not eligible to take part in the Placing. This Announcement is provided for information purposes only and is directed only at persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investments and are: (a) if in a member state of the European Economic Area (the "EEA"), "qualified investors" within the meaning of Article 2(e) of the EU Prospectus Regulation ("Qualified Investors"); and (b) if in the United Kingdom, "qualified investors" within the meaning of paragraph 15 of Schedule 1 of the POATR who are also (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) persons who fall within Article 49(2)(a) to (d) of the Order; or (iii) other persons to whom it may otherwise be lawfully communicated (all such persons together being "Relevant Persons").

This Announcement must not be acted on or relied upon (i) in any member state of the EEA, by persons who are not Qualified Investors; and (ii) in the United Kingdom, by persons who are not Relevant Persons. Any investment or investment activity to which this Announcement relates is only available to (i) in any member state of the EEA, Qualified Investors; and (ii) in the United Kingdom, Relevant Persons, and will only be engaged in with such persons.

All offers of the Placing Shares will be made pursuant to an exemption under the POATR or the EU Prospectus Regulation from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the Financial Services and Markets Act 2000, as amended, does not apply.

The Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any Restricted Jurisdiction or any state province or territory thereof. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into any Restricted Jurisdiction or to, or for the account or benefit of, any person with a registered address in, or who is a resident of or ordinarily resident in, or a citizen of, any Restricted Jurisdiction except pursuant to an applicable exemption.

By participating in the Bookbuild and the Placing, each person who is invited to and who chooses to participate in the Placing (each, a "Placee") by making an oral or written and legally binding offer to subscribe for Placing Shares will be deemed to have read and understood this Announcement in its entirety and to be participating, making an offer and acquiring Placing Shares on the Terms and Conditions contained in Appendix D of this Announcement and to be providing the representations, warranties, indemnities, acknowledgments and undertakings contained in Appendix D of this Announcement.

This Announcement includes forward-looking statements. By their nature, these forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Company's control and all of which are based on the Company's current beliefs and expectations about future events. Forward-looking statements are sometimes identified using forward-looking terminology such as "believe", "expects", "may", "will", "could", "should", "shall", "risk", "intends", "estimates", "aims", "plans", "predicts", "continues", "assumes", "positioned", "anticipates" or "targets" or the negative thereof, other variations thereon or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in several places throughout this Announcement and include statements regarding the intentions, beliefs or current expectations of the Group concerning, among other things, the future results of operations, financial condition, prospects, growth, strategies, objectives and dividend policy of the Group and the industry and the jurisdictions in which it operates. These forward-looking statements and other statements contained in this Announcement regarding matters that are not historical facts involve predictions and uncertainties about future events. No statement included in this Announcement is intended to be a profit forecast. Such forward-looking statements contained in this Announcement relate only as of the date of this Announcement. Each of the Company, the Joint Bookrunners, their respective Affiliates, its and their respective Representatives and any person acting on behalf of any of them expressly disclaims any obligation or undertaking to update these forward-looking statements contained in this Announcement to reflect any change in its expectations or any change in events, conditions, or circumstances on which such statements are based unless required to do so by applicable law or regulation, the FCA or the London Stock Exchange.

No assurance can be given that such future results will be achieved; actual events, performance or results may differ materially because of risks and uncertainties facing the Group. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed, or implied in such forward-looking statements. These risks and uncertainties include, but are not limited to, macroeconomic conditions, geopolitical developments, regulatory and legal changes, operational and safety risks, supply chain disruption, changes in market demand, foreign exchange movements, availability of financing, the actions of competitors, counterparties and governmental authorities, natural disasters, adverse weather conditions, cyber risks and other factors beyond the Group's control.

Since February 2022, the Group has managed to continue its operations during a time of war. The ongoing war poses a threat to the Group's mining, processing and logistics operations and, in addition, operations in the developing political, fiscal and legal environment in Ukraine, heightening the risks associated specifically with the dynamic and adverse legal system in Ukraine, both represent a material uncertainty in terms of the Group's ability to continue as a going concern. Some of the identified uncertainties in terms of the Group's going concern are outside of the Group management's control.

Each of Panmure Liberum Limited and Peel Hunt LLP are authorised and regulated in the United Kingdom by the FCA. Each Joint Bookrunner is acting exclusively for the Company and no one else in connection with the Placing, the contents of this Announcement or any other matters referred to in this Announcement. Neither Joint Bookrunner will regard any other person (whether or not a recipient of this Announcement) as its client in relation to the Placing, the contents of this Announcement or any other matters referred to in this Announcement and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Placing, the contents of this Announcement or any other matters referred to in this Announcement.

This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by either Joint Bookrunner, any of its Affiliates, any of its or their respective Representatives or any person acting on behalf of any of them as to, or in relation to, the contents of the information contained in this Announcement, or any other written or oral information made available to or publicly available to any interested party or its advisers, or any other statement made or purported to be made by or on behalf of either Joint Bookrunner or any of its Affiliates in connection with the Company, the Placing Shares or the Placing, and any responsibility or liability whether arising in tort, contract or otherwise therefore is expressly disclaimed. No representation or warranty, express or implied, is made by either Joint Bookrunner, any of its Affiliates or any of its or their respective Representatives as to the accuracy, completeness or sufficiency of the information contained in this Announcement.

BDO LLP ("BDO"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for the Company in connection with its role as sponsor as referred to within this Announcement, and for no one else in connection with the Subscription and/or any other matter referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Subscription, the contents of this Announcement, or any other matters referred to in this Announcement.

Neither BDO nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of BDO in connection with the Subscription, this Announcement, any statement contained herein or any matter or arrangement referred to herein.

BDO acting in its capacity as sponsor to the Company has given and not withdrawn its written consent to the inclusion of its name in this Announcement in the form and context in which it is included.

In connection with the Placing, the Joint Bookrunners may release communications to the market as to the extent to which the book is "covered". A communication that a transaction is, or that the books are, "covered" refers to the position of the order book at that time. It is not an assurance that the books will remain covered, that the transaction will take place on any terms indicated or at all, or that if the transaction does take place, the securities will be fully distributed by the Joint Bookrunners.

In connection with the Placing, each Joint Bookrunner and any of its Affiliates, acting as investors for their own account, may take up a portion of the shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, either Joint Bookrunner and any of its Affiliates acting in such capacity. In addition, either Joint Bookrunner and any of its Affiliates may enter into financing arrangements (including swaps) with investors in connection with which that Joint Bookrunner and any of its Affiliates may from time to time acquire, hold or dispose of shares. Neither Joint Bookrunner intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

This Announcement does not constitute a recommendation concerning any investor's investment decision with respect to the Placing. Any indication in this Announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance. This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult their or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

No statement in this Announcement is intended to be a profit forecast or profit estimate for any period, and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company for the current or future financial years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement.

This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom 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 and regulations of any jurisdiction outside the United Kingdom.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) (i) EU Directive 2014/65/EU on markets in financial instruments, as amended, ("MiFID II"); (ii) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (iii) local implementing measures (together, the "MiFID II Product Governance Requirements"); and (b) the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements" and, together with the MiFID II Product Governance Requirements, the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (a) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II or the FCA Handbook Conduct of Business Sourcebook ("COBS") (as applicable); and (b) eligible for distribution through all distribution channels as are permitted distribution by MiFID II or the FCA Handbook Product Intervention and Product Governance Sourcebook (as applicable) (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors (for the purposes of the Product Governance Requirements) should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or the COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

Exchange Rate

Unless otherwise specified by reference to an earlier or a subsequent date, amounts in this Announcement which are stated in US dollars (US$) and have been converted from Ukrainian hryvnia (UAH) have been calculated using the following exchange rates (i) UAH42.388 - US$1.00 for the balances as at 31 December 2025; (ii) UAH 44.848 - US$1.00 for the balances as at 30 June 2026; and (iii) UAH44.545 - US$1.00 (being the exchange rate as at the Latest Practicable Date) for any remaining amounts in this Announcement.

Background to and reasons for the Fundraise

Since Russia's full-scale invasion of Ukraine in 2022, the Group has been operating in conditions of sustained and increasing difficulty. The impact of the war has progressively constrained the Group's operations, finances and liquidity across multiple fronts. Sustained attacks on Ukraine's energy grid and infrastructure have repeatedly disrupted production, while logistics and export routes have also been materially affected by the conflict. The Group has also faced ongoing labour pressures including as a result of military conscription.

Further, and arising from the Group's association with Mr Zhevago and the personal sanctions imposed on Mr Zhevago by the Ukrainian authorities, as set out in Appendix B of this Announcement, the decision of the Ukrainian tax authorities to suspend VAT refunds to the Group since March 2025 has had and continues to have a severe impact on Group liquidity.

The Group is also subject to various legal, fiscal, political and other risks in Ukraine arising from the Group's association with Mr Zhevago by the Ukrainian authorities, together with other unrelated legal proceedings and tax investigations or claims against members of the Group, and broader legal and political uncertainties in Ukraine. The Group's principal operating subsidiary, FPM, is currently in bankruptcy proceedings in connection with an ongoing civil claim in the Ukrainian courts.

The consequences of the war have continued to deepen. Most recently, on 28 July 2026, the Group announced an incident involving a chartered vessel carrying the Group's DR-grade pellets ("FDP") inventory in the Black Sea. The vessel, which was not owned by the Group, was struck and damaged by drones while sailing in Ukrainian waters. As a result of the incident and the broader security situation in the Black Sea, the relevant port is not currently usable for the Group's export operations.

The Group also announced on 5 August 2026 that it had temporarily ceased production in order to preserve working capital, with the resumption of production subject to, amongst other things, an injection of additional working capital.

The Ordinary Shares have been suspended from listing and trading since 7.30 a.m. on 1 May 2026 as a consequence of the delay to the Group's publication of audited consolidated accounts for the year ended 31 December 2025, which required execution of an appropriate funding solution in order for the accounts to be prepared on a going concern basis.

Against this background, the Board today announces its intention to launch the Fundraise to support the working capital position of the Group and fund its operations.

The Board believes that the Fundraise is critical to the Group's ability to continue as a going concern and is necessary for its survival. In particular, the Fundraise is required to strengthen the Group's liquidity position and provide working capital to support the resumption and the continuation of operations during a period of ongoing operational and financial constraints, as well as put the Group in a stronger financial position to restore production capacity to a sustainable level with potential for longer-term recovery, subject to the resolution of matters described in this Announcement including the ability to reclaim VAT refunds on a continuing basis (and recovering withheld VAT refunds), the resolution of the war in Ukraine, and the resolution of ongoing legal proceedings (including bankruptcy proceedings) involving FPM. The Board believes the net proceeds of the Fundraise will be sufficient to meet the Group's immediate and short-term operational requirements while operating at a reduced level for the next 18 months and to continue as a going concern.

In connection with the Fundraise, Fevamotinico, the Company's largest shareholder, has entered into the Irrevocable Undertaking with the Company pursuant to which it has committed, subject to the terms and conditions of the Irrevocable Undertaking, to vote in favour of all of the Resolutions to be proposed at the General Meeting in respect of its holding of 294,680,305 Ordinary Shares, representing 49.27 per cent. of the existing Ordinary Shares in issue (excluding Ordinary Shares held in treasury) as at the Latest Practicable Date.

The Board believes that it is of fundamental importance that the Fundraise completes. The Fundraise is conditional on all of the Resolutions being passed by Shareholders. Therefore, if all of the Resolutions are not passed by Shareholders, or if any of the other conditions are not satisfied, the Fundraise will not proceed. In such circumstances, the Board considers that, based on the Board's current assessment, the Group only has net accessible cash to continue to operate in this current constrained environment until approximately end-October 2026.

Therefore, the Board believes that, without the completion of the Fundraise, and absent any material change to its current constrained environment or other mitigating actions (such as the recovery of VAT refunds, which is outside the control of the Group, or accessing other forms of emergency or short-term funding), it is highly likely that the Company or other members of the Group would have no option but to file for insolvency in the relevant jurisdictions, which the Board believes may result in Shareholders losing the entire value of their investment in the existing Ordinary Shares. This could be as early as end-October 2026, depending on a number of variables outside of the Group's control, including volatility of iron ore pricing and operating expenses and whether there are any further material changes to the operating conditions of the Group, including to its energy supply and logistics routes, any restrictive measures put in place by the insolvency manager appointed within FPM and any final non-appealable negative outcomes to the various legal and administrative proceedings to which the Group is subject (as further set out in Appendix B of this Announcement).

Accordingly, the Board strongly believes that the Fundraise is in the best interests of Shareholders as a whole.

As noted above, the Ordinary Shares have been suspended from listing and trading since 7.30 a.m. on 1 May 2026 as a consequence of the delay to the Group's publication of audited consolidated accounts for the year ended 31 December 2025, which required execution of an appropriate funding solution in order for the accounts to be prepared on a going concern basis. Following completion of the audit and publication of the annual report and accounts today taking into account the execution of the Fundraise, the suspension of listing is expected to be lifted at 7.30 a.m. on 7 September 2026 to allow the Ordinary Shares to resume trading from that time.

The Group is currently operating in a highly constrained environment, affected by, among other things:

· severe operational and financial risks arising from the war in Ukraine, including sustained attacks on Ukraine's energy grid and infrastructure and logistics and export routes, a large number of its workforce serving in the Armed Forces of Ukraine, disruptions to and constraints within the Group's logistics operations, as a result of which, until recently, the Group had only one pellet line in operation and on 5 August 2026 the Group announced that it had temporarily suspended production of iron ore products from its mining and pelletising operations in Ukraine due to material restrictions to the Group's primary Black Sea export logistics route, and the risk of damage to the Group's mining, processing and pelletising assets from military strikes;

· the suspension by Ukrainian tax authorities of the payment of VAT refunds;

· various legal, fiscal, political and other risks arising from the Group's association with Mr Zhevago by the Ukrainian authorities, see further paragraph 1.2 (Corporate, sanctions and cross-border regulatory matters) in Appendix B of this Announcement;

· the Group's principal operating subsidiary, FPM, being in bankruptcy proceedings in connection with an ongoing civil claim against FPM in the Ukrainian courts, see further paragraph 2.4 (The Group's principal operating subsidiary is in bankruptcy proceedings in Ukraine and the Group may lose control of it which could have a material adverse impact on the Group) in Appendix A of this Announcement and paragraph 1.2.3 (Contested sureties claim) in Appendix B of this Announcement;

· various legal proceedings and tax investigations or claims against members of the Group unrelated to the Group's association with Mr Zhevago, see further Appendix B of this Announcement; and

· broader legal and political uncertainties in Ukraine, which have been exacerbated by the war and the current circumstances facing Mr Zhevago, including the possibility of increased state involvement in the Group's business in Ukraine, including the risk of nationalisation (confiscation) of certain of its key operating assets.

The Group has suffered a substantial decrease in its cash reserves since the start of the full-scale invasion of Ukraine in February 2022, significantly worsening following the decisions of the Ukrainian tax authorities in March 2025 to suspend the payment of VAT refunds to the Group's Ukrainian subsidiaries. As at 30 June 2026, the Group's net VAT receivable balance in Ukraine was US$88.0 million net of allowances of US$12.4 million (subject to adjustment as part of the half-year accounts review). Of this amount, as at 3 August 2026, US$86.9 million had been claimed for refund from the Ukrainian tax authorities for the period from January 2025 to June 2026, and US$84.3 million of the refunds (representing the period from January 2025 to May 2026) were refused by the tax authorities in Ukraine because of the association of the Group with Mr Zhevago as a consequence of personal sanctions imposed on Mr Zhevago by the Ukrainian authorities.

The Group's association with Mr Zhevago

Mr Zhevago was the founder of the Group in its current form and served as Chief Executive Officer of the Company from November 2008 to October 2019. He remained on the Board as a non-executive director until December 2022.

Mr Zhevago is a discretionary beneficiary (along with two other family members) of The Minco Trust. The Minco Trust indirectly wholly owns the Company's largest shareholder, Fevamotinico. As at the Latest Practicable Date, Fevamotinico holds 294,680,305 Ordinary Shares being 49.27 percent of the existing Ordinary Shares in issue (excluding Ordinary Shares held in treasury).

Mr Zhevago is considered by authorities in Ukraine to be the Company's ultimate beneficial owner. Neither Mr Zhevago nor Fevamotinico owns any shares in any of the subsidiaries within the Group.

Mr Zhevago does not currently perform any official or formal role on behalf of the Group and is no longer a Director, employee, officer or consultant to any member of the Group. However, given his historic connections with the Group and his position as one of the beneficiaries of The Minco Trust (and the Group's ongoing interaction with Mr Zhevago in such capacity), he is often publicly associated with the Group by third parties, including the media, and has been and may continue to be determined by Ukrainian courts, regulators, counterparties and other stakeholders as being closely connected to the Group.

The Company has in place a relationship agreement with The Minco Trust, Fevamotinico and Mr Zhevago (the "Relationship Agreement"), which was put in place at the time of the Company's initial public offering on the London Stock Exchange in 2007. Pursuant to the Relationship Agreement, each of Fevamotinico, Mr Zhevago and The Minco Trust agree, amongst other things, that:

· they shall not take any action which precludes or inhibits the Company from carrying on its business independently of Fevamotinico, The Minco Trust and Mr Zhevago (or any of their associates) as required by the UK Listing Rules;

· transactions and arrangements between the Group, Fevamotinico, The Minco Trust and Mr Zhevago (and each of their associates) shall be at arm's length and on normal commercial terms; and

· at all times a majority of the Directors of the Company shall be independent of Fevamotinico, The Minco Trust and Mr Zhevago.

Under the Relationship Agreement, Mr Zhevago retains the right to appoint himself as a Director of the Company, or another person as his representative director, in each case in a non-executive capacity. This director appointment right has not currently been exercised by Mr Zhevago. Mr Zhevago also has certain information rights relating to the Group under the Relationship Agreement and the Group interacts with Mr Zhevago in relation to the exercise of such rights. The Relationship Agreement would terminate if Fevamotinico's shareholding reduces below 24.9 per cent. of the Company's voting rights. Following completion of the Fundraise, Fevamotinico's shareholding would remain above this threshold and therefore the Relationship Agreement will remain in place.

Allegations and legal proceedings relating to Mr Zhevago

Mr Zhevago is subject to a number of allegations and legal proceedings in Ukraine and other jurisdictions, including the imposition of personal sanctions by the Ukrainian authorities and allegations of embezzlement, misappropriation of funds and involvement in criminal activity.

Operational challenges, liquidity and cash position of the Group

The Group's cash position has been further materially affected by the ongoing war in Ukraine, including significant and recurring electricity shortages (especially in winter months), materially disrupting the Group's production processes and which have, at times, required the Group to import electricity from EU countries at significantly higher prices. The Group temporarily suspended operations on 20 January 2026 as a result of disruptions to the supply of electricity, with only limited resumption of operations at reduced capacity levels in late February 2026, which has had a subsequent impact on the Group's cash flow generation.

Access to Ukrainian Black Sea ports remained open during 2025, allowing the Group to continue operating at a larger scale than in the earlier stages of the war because of the ability to transport its products by seaborne vessels. During 2025 and 2026, the Group progressed its investments in additional concentrator lines in the beneficiation plant, which supported the expanded production of concentrates for shipment on Cape size vessels to customers in Asia, primarily China. This pivot to a blend of premium concentrates and pellets helped to keep the Group's mining and processing operations operating at higher rates. The benefit of operating at scale is threefold. First, from a social perspective, more people are employed and more money flows into the local community. Second, large fixed costs are spread over more units of production. Third, the integrity of the Group's plant and equipment is maintained.

The impacts of the war have had an increasing impact on the Group. On 28 July 2026, the Group announced an update on an incident involving a chartered vessel carrying the Group's products in the Black Sea and its resulting impact on the Group's liquidity position (the "Vessel Incident"). A third-party owned vessel loaded with the Group's FDP inventory was struck and damaged by drones while sailing in Ukrainian waters of the Black Sea. The crew of the vessel was rescued; however one crew member sadly lost their life, and the Board wishes to record its deepest condolences to the family of the crew member concerned.

On 5 August 2026, the Group announced that despite the challenging conditions, the vessel was successfully located and had been removed from the war-risk area and was being towed towards one of the nearest ports on the Black Sea for the required technical inspection and evaluation of the cargo condition. The Group has made the relevant notifications under its existing insurance coverage and is working with the relevant parties to progress any resulting claims, although there can be no certainty as to the timing or outcome of any such claims.

As at the date of the Vessel Incident, the Group had approximately 189,000 tonnes of pellets designated for shipment, comprising 55,000 tonnes of FDP loaded on the affected vessel and approximately 90,000 tonnes of FDP held in stockpiles, representing a cost of production and delivery of approximately US$20 million. As a result of the broader security situation in the Black Sea, including ongoing drone and missile attacks on loaded vessels departing Ukrainian ports, the Group does not expect to be able to load further vessels via this Black Sea export route for the foreseeable future, with shipowners having provided advance notice of the cancellation of their vessel fixtures.

Given the severe escalation of the security situation in the Black Sea and the resulting cancellation of vessel fixtures, the export route which the Group had forecast would support increased FDP sales in the second half of 2026 is not expected to be available for the foreseeable future. As a result, and to preserve the Group's working capital position, the Group announced on 5 August 2026 that it had decided to temporarily suspend production of iron ore products from its mining and pelletising operations in Ukraine. The resumption of production is subject to, amongst other things, an injection of additional working capital.

The disruption to the Black Sea export route (representing the Group's primary route to market for its FDP product), and the resulting temporary suspension of production, has had a material negative impact on the Group's liquidity position. See further paragraph 2.7 (The Group's export routes are exposed to attack, and a recent vessel incident in the Black Sea has had a material negative impact on the Group's liquidity position and operations) in Appendix A of this Announcement.

In response to the inability to utilise the Group's primary Black Sea export route due to the ongoing security situation, the Group is actively investigating alternative logistics routes for the export of its FDP product. Whilst the Group believes that alternative routes may be available for the transport of its FDP products to customers in the Middle East and Asia, the viability of any such routes remains to be assessed and no such route is currently operational, and there can be no certainty as to when, or whether, a viable alternative can be established on commercially acceptable terms. In the meantime, the Group is able to supply its European customers from existing inventory stockpiles at operations and Black Sea ports for at least the first ten days of September.

The broader wartime environment in Ukraine has also created further operational challenges for the Group, including logistics and supply chain disruptions, increased input costs and labour constraints due to conscription.

As a result of the above issues, and in particular the impact of the Vessel Incident on the Group's primary Black Sea export logistics route and liquidity position, and the temporary suspension of mining and pelletising operations in Ukraine, the Group is currently operating at a loss, with no current timeframe for full resumption of operations given the continued uncertainty caused by the impacts of the war in Ukraine. See further paragraph 2.6 (The Group faces severe operational and financial risks arising from the war in Ukraine) in Appendix A of this Announcement.

The Group's cash position has decreased significantly to approximately US$26.4 million as at the Latest Practicable Date, and when deducting lease obligations, the Group's net cash position was approximately US$17.8 million as at the Latest Practicable Date. This compares to net cash positions of approximately US$21 million as at 30 June 2026, US$25 million as at 31 March 2026, US$47 million as at 31 December 2025, US$50 million as at 30 June 2025, and US$101 million as at 31 December 2024. Notwithstanding the Group's current liquidity constraints, aside from lease liabilities (the majority of which relates to a long-term office lease liability payable over ten years), the Group does not have any outstanding interest-bearing loans or borrowings.

The Group has implemented a number of significant cost-cutting measures across all areas of the business, including operating and capital expenditure. These include materially reducing the scale of its business to only a quarter of its full pellet production capacity (until recently operating one of four pellet lines), placing part of its workforce in Ukraine on furlough or reduced working hours (which can vary depending on production levels and power interruptions), deferring investment and maintenance programmes, significantly reducing procurement of goods and services, and the continued suspension of all non-essential capital expenditure, overheads and corporate social responsibility and humanitarian spending. Most recently, following the Vessel Incident and the resulting inability to utilise the Group's primary Black Sea export logistics route, as noted above the Group has taken the decision to temporarily suspend production of iron ore products from its mining and pelletising operations in Ukraine in order to preserve its working capital position. The Group has also explored the sale of one or more of its assets to generate cash. On 20 April 2026, the Group announced that it had entered into an agreement for the sale of an owned transhipping vessel "Iron Destiny" for a total cash consideration of US$7.7 million. This transaction completed on 30 April 2026. Notwithstanding these measures, based on the current cash reserves and following the impact of the Vessel Incident and challenges with the Black Sea export logistics routes on the Group's liquidity position, the Group's ongoing costs and temporary suspension of operations, without the net proceeds of the Fundraise or any other mitigating measures, the Group only has sufficient net accessible cash to operate in this current constrained environment until approximately end-October 2026. This estimate remains subject to, among other things, volatility of iron ore pricing, operating expenses and assumes there are no material changes to the operating conditions of the Group, including energy supply, no restrictive measures are put in place by the insolvency manager appointed within FPM and there are no final, non-appealable negative outcomes to the various legal and administrative proceedings to which the Group is currently subject, as further set out in Appendix B of this Announcement.

Current trading

The Group has today published its results for the year ended 31 December 2025. For the year ended 31 December 2025, the Group's revenue decreased to US$787 million (2024: US$933 million) and the Group's Underlying EBITDA decreased to US$28 million (2024: US$69 million).

Total production for the second quarter of 2026 was 963 thousand tonnes, comprising 860 thousand tonnes of premium iron ore pellets and 103 thousand tonnes of Fe 67% premium iron ore concentrate. This compares to total production for the first quarter of 2026 of 593 thousand tonnes, comprising 525 thousand tonnes of premium iron ore pellets and 68 thousand tonnes of Fe 67% premium iron ore concentrate.

The Group continues to operate under highly constrained conditions as a result of the war in Ukraine and related operational and financial risks. As noted above, production was temporarily suspended in early August 2026 due to the Vessel Incident and the ongoing threat of attacks in and around Ukrainian ports which has materially restricted the Group's primary Black Sea export logistics route. In the meantime, the Group is able to supply its European customers from existing inventory stockpiles at operations and Black Sea ports for at least the first ten days of September. The Group has implemented further significant cost-control measures, including reduced working hours, deferred capital expenditure, and scaled-back procurement, while managing liquidity and operational priorities.

As at the Latest Practicable Date, the Group's cash position was approximately US$26.4 million, and when deducting lease obligations, the Group's net cash position was approximately US$17.8 million.

Potential longer-term recovery

Notwithstanding the current constraints, the Board believes the Group retains significant longer-term recovery potential. The Board currently envisages recovery occurring across several phases, from near-term stabilisation of operations and supply chains through to a broader production staged ramp-up and, ultimately, full capacity restoration, with the timing of each phase dependent on the evolution of the war in Ukraine and the Group's broader operating environment in Ukraine, the restoration of the current VAT refunds for the Group, as well as a resolution for in part, or in full, receipt of the Group's recorded net VAT receivable balance overdue from the Ukrainian tax authorities, favourable outcomes in relation to a number of the legal cases pending a hearing in the Ukrainian courts, as well as satisfying additional capital requirements (in addition to the net proceeds of the Fundraise) for longer-term growth.

The Group's target maximum production capacity is approximately 12 million tonnes per annum, and the Board expects a phased restoration of capacity over a multi-year period as the Group's operating environment stabilises, with an expected start of the recovery to pre-war levels in 2028. The Group also retains longer-term growth optionality through Belanovo, a proximate Greenfield deposit with a JORC Mineral Resource which has been reduced from 1.7 billion tonnes at the end of 2024 to 614 million tonnes at the end of 2025 suitable for the production of DR pellets, and upgrades to existing infrastructure and operational, production and logistics processes.

Once the Fundraise has completed and the Group is in a stronger financial position, the Group will continue its board succession planning including the search for a full-time Chief Executive Officer (given the current interim position being fulfilled) and also the ongoing recruitment process to appoint two new Non-Executive Directors to the Board.

Update on discussions regarding VAT claims and contested sureties claim and corresponding bankruptcy proceedings

The successful completion of the Fundraise and resolving immediate and short-term liquidity issues for the Group is expected to provide the Group with additional time to allow the Board to focus its efforts on resolving the issues in Ukraine. This is expected to include continuing the dialogue with relevant authorities in Ukraine with the aim of addressing the issues facing the Group and seeking to potentially unlock the payment of VAT refunds (and the Group has recently confirmed to Ukrainian authorities that any VAT refund proceeds will be utilised by FPM and Ferrexpo Yeristovo Mining ("FYM") within the territory of Ukraine and will not be distributed as dividends to any sanctioned individuals).

The Group is engaged in active discussions with the Ukrainian authorities at different levels to find a longer-term resolution to receive VAT payments. Given the complexities and challenges involved, considering the various stakeholder interests, and while the Group remains committed to reaching a resolution, the ability to achieve any such resolution and the timing thereof remains uncertain.

On 18 August 2026, the appeal court in Kharkiv dismissed Ferrexpo Poltava Mining's appeal against the ruling of the Commercial Court of Poltava Region of 24 February 2026 which opened bankruptcy proceedings against Ferrexpo Poltava Mining. Ferrexpo Poltava Mining filed a cassation appeal to the Supreme Court of Ukraine on 21 August 2026. The Group has also filed an appeal and is currently awaiting the outcome of decisions in the Ukrainian courts in relation to the contested sureties claim, as further described below and in Appendix A and Appendix B of this Announcement. The Group has engaged in certain discussions with stakeholders directly linked to the contested sureties claim and continues to explore various solutions in connection with the bankruptcy proceedings relating to FPM. The complexities and challenges involved make the ability of achieving any such resolution and the timing thereof uncertain.

The Group's longer-term recovery potential is subject to material uncertainty, including the successful launch and completion of the Fundraise, the ability to reclaim VAT refunds on a continuing basis (and recovering withheld VAT refunds), the resolution of the war in Ukraine, the resolution of ongoing legal proceedings (including bankruptcy proceedings) involving FPM and raising additional capital (beyond the net proceeds of the Fundraise) to fund growth opportunities of the Group in the longer term. See further Appendix A of this Announcement.

Use of proceeds

In particular, the Board intends to apply the net proceeds of the Fundraise towards:

Potential Trade Finance Facility

The Group is in advanced negotiations with a reputable trade finance provider for a secured trade financing facility of up to US$30 million, bearing interest at 12 per cent. per annum, with a term of three years maturing on 30 September 2029.

The potential facility is structured so that repayment is effected primarily through deductions from proceeds of product shipments made to the trade finance provider under an associated sales contract with the Group. Security under the potential facility would be limited to certain non-Ukrainian assets of the Group.

The Board believes that, if concluded, the potential facility would provide additional working capital headroom beyond the 18-month going concern runway supported by the proceeds of the Fundraise, further strengthening the Group's financial position. However, given the potential facility has not yet been signed there can be no certainty that the facility will be concluded on the terms described, or at all.

Importance of the Fundraise

The Board believes that it is of fundamental importance that the Fundraise completes. The Fundraise is conditional, amongst other things, on all of the Resolutions being passed by Shareholders at the General Meeting. Therefore, if the Fundraise is not successful, the Board considers that, based on the Board's current assessment, the Group only has net accessible cash to continue to operate in this current constrained environment until approximately end-October 2026.

For the reasons set out below, in such a situation absent any material change to its current constrained environment or other mitigating actions (such as the recovery of VAT refunds, which is outside the control of the Group), or accessing other forms of emergency or short-term funding, it is highly likely that the Company or other members of the Group would have no option but to file for insolvency in the relevant jurisdictions, which the Board believes may result in Shareholders losing the entire value of their investment in the existing Ordinary Shares.

Potential mitigation actions if the Fundraise does not successfully complete

In deciding to proceed with the Fundraise, the Board has considered a broad range of funding options to generate working capital and to identify alternative sources of liquidity to preserve the viability of the Group and protect shareholder value. Such options include raising debt capital or alternative bank or private credit financing facilities, negotiating amendments to payment terms with suppliers and customers, entering into trade financing arrangements, implementing care-and-maintenance measures, exploring asset disposals, procuring strategic investment by one or more third parties and other equity capital options. In relation to certain of these options:

· The Group could seek debt funding, including through raising debt capital or entering into alternative bank or private credit financing facilities, or potential shareholder loans. However, the personal sanctions imposed on Mr Zhevago and his assets by the Ukrainian authorities (which are specific to Ukraine and do not constitute sanctions imposed by the UK, the US, the EU or any other international authorities), together with other ongoing legal actions against and involving the Group in Ukraine, has had and continues to have a material adverse impact on the Group's ability to access financing and banking arrangements. Lenders, financial institutions and other counterparties have previously been unwilling or unable to provide funding or banking facilities to the Group due to concerns regarding Ukrainian sanctions compliance, anti-money laundering requirements and "Know Your Customer" (KYC) obligations arising from the Group's association with Mr Zhevago. Without a change in the Ukrainian sanctions position or material dilution of Fevamotinico's shareholding in the Company, this is not expected to change. Further, the Group is severely limited at this time as to the security it can provide to support any external financing as a result of the arrest (freezing) orders which have been placed over various assets of the Group (including shareholdings in Ferrexpo AG ("FAG") and the Group's Ukrainian subsidiaries) and the ongoing bankruptcy proceedings in relation to FPM, which further materially limits the availability of debt financing on acceptable terms, or at all. Additionally, due to frequent interruptions in production and at times limited access to export infrastructure, such as the Ukrainian Black Sea and Danube ports, the Group is not able to guarantee a sustainable export sales income necessary to service regular debt repayments. The Group is in regular discussions with certain of its customers and suppliers about accelerated collection terms and potential amendments to payment terms to assist its cash flow, but there is no guarantee that such amendments would be accepted or persist. Furthermore, the Group has entered into a non-binding term sheet for the Potential Trade Finance Facility with a reputable trade finance provider for a facility of up to US$30 million, the key terms of which are described above, but there can be no assurance that such arrangement will be finalised or entered into (and even if such arrangement can be concluded, it is expected that drawdown under the facility would be subject to successful completion of the Fundraise and would not, of itself, be sufficient to meet the Group's cash requirements to support publication of the audited accounts for the financial year ended 31 December 2025 on a going concern basis).

· In addition to the temporary suspension of production of iron ore products from its mining and pelletising operations in Ukraine announced on 5 August 2026, the Group has also considered whether to implement further care-and-maintenance measures for the Group's assets including placing employees on reduced working time or furlough, the further suspension of all capital expenditure, cuts to the Group's repair and maintenance programme and its mining operations, in each case with a view to preserving cash. However, such measures would materially reduce operational flexibility, result in a skills outflow which would limit capacity growth, and result in significant additional costs, both in placing assets into care and maintenance and subsequently recommissioning them, and would not be capable of providing the immediate and short-term liquidity required to preserve the viability of the Group.

· The Group could consider selling one or more of its assets to generate cash, including operating equipment and materials. However, the Group's principal operating subsidiary (FPM) being in bankruptcy proceedings and the appointment of an insolvency manager means that consent of the insolvency manager is required for certain transactions, including making material disposals. See further paragraph 2.4 (The Group's principal operating subsidiary is in bankruptcy proceedings in Ukraine and the Group may lose control of it which could have a material adverse impact on the Group) in Appendix A and paragraph 1.2.3 (Contested sureties claim) in Appendix B of this Announcement. Furthermore, the ongoing geopolitical situation in Ukraine, including the impact of the war, as well as ongoing legal, fiscal and regulatory actions involving the Group, including those arising from its association with Mr Zhevago, and the restrictions imposed on certain of the Group's assets in connection with such actions, materially restrict the Group's ability to dispose of its assets. For any assets which could be disposed of, there is limited near-term visibility on the availability of buyers or acceptable valuations for any such disposals, and the time required to identify a potential buyer, negotiate and document any sale terms and complete any such transaction (taking into account also any regulatory approvals required for such transaction) is expected to exceed the very limited period during which the Group is expected to have sufficient liquidity. In addition, the Group believes a further sale of some or all of its assets would significantly impact the Group's future revenue and its ability to remain a viable concern.

The Board does not believe there is a realistic prospect of the Group being able to raise sufficient cash proceeds from any of such alternative options prior to the Group's cash shortfall. The Group's cash shortfall is expected to occur in approximately end-October 2026. This estimate remains subject to, among other things, volatility of iron ore pricing, operating expenses (including energy costs) and assumes there are no material changes to the operating conditions of the Group, including energy supply, no restrictive measures are put in place by the insolvency manager appointed within FPM and there are no final, non-appealable negative outcomes to the various legal and administrative proceedings to which the Group is currently subject, as further set out in Appendix B of this Announcement.

While such alternative options may provide a limited extension of the Group's liquidity, the effect of implementing these alternative options would be limited and not sufficient to offset negative effects from adverse changes to the Group's operating environment, may be detrimental to the Group's longer-term prospects and highly unlikely to deliver a better outcome for Shareholders than the Fundraise. The Board believes that the Fundraise is currently the only viable solution capable of implementation in the timeframe required to meet the Group's ongoing obligations and provide sufficient working capital for the Group's immediate and short-term operational requirements while operating at a reduced level for the next 18 months and to continue as a going concern.

Implications if the Fundraise does not successfully complete

If the Fundraise does not proceed for any reason, including if the Resolutions are not passed by the Shareholders at the General Meeting, based on the Group's current cash reserves, and following the impacts of the Vessel Incident and restrictions on the Group's primary Black Sea export logistics route on the Group's liquidity position, and the temporary suspension of production of iron ore products from its mining and pelletising operations in Ukraine, the Group only has sufficient net accessible cash to operate in this current constrained environment until approximately end-October 2026. This estimate remains subject to, among other things, volatility of iron ore pricing, operating expenses (including energy costs) and assumes there are no material changes to the operating conditions of the Group, including no restrictive measures are put in place by the insolvency manager appointed within FPM and there are no final, non-appealable negative outcomes to the various legal and administrative proceedings to which the Group is currently subject, as further set out in Appendix B of this Announcement.

As such, absent successful completion of the Fundraise, the Group's operating subsidiaries would face a cash shortfall in approximately end-October 2026 and, as a result, the Group is unlikely to be able to continue as a going concern at that time. The Board believes that in such circumstances, absent the recovery of VAT refunds (which is outside the control of the Group), or accessing other forms of emergency or short-term funding, it is highly likely that the Company or other members of the Group would have no option but to file for insolvency in the relevant jurisdictions, which the Board believes may result in Shareholders losing the entire value of their investment in the existing Ordinary Shares.

Conclusion

The Board believes that the Fundraise is currently the only viable solution capable of implementation in the timeframe required to meet the Group's ongoing obligations and provide sufficient working capital for the Group's immediate and short-term operational requirements while operating at a reduced level for the next 18 months and to continue as a going concern.

If the Resolutions are not passed by Shareholders at the General Meeting, the New Ordinary Shares will not be issued, meaning the Fundraise will not proceed. In this situation, the Company would have to seek other forms of emergency or short-term funding and is unable to provide any assurance that alternative financing could be secured both in terms of timing and quantum to the Group's requirements, or at all. Without reasonable prospect of future funding in the immediate and short-term, it is highly likely that the Company or other members of the Group would have no option but to file for insolvency in the relevant jurisdictions, which the Board believes may result in Shareholders losing the entire value of their investment in the existing Ordinary Shares. This could be as early as end-October 2026, depending on a number of variables outside of the Group's control, including volatility of iron ore pricing and operating expenses and whether there are any further material changes to the operating conditions of the Group, including to its energy supply and logistics routes, any restrictive measures put in place by the insolvency manager appointed within FPM and any final non-appealable negative outcomes to the various legal and administrative proceedings to which the Group is subject (as further set out in Appendix B of this Announcement).

Accordingly, the Board strongly believes that the Fundraise is in the best interests of Shareholders as a whole.

Voting Undertaking

Among others, the following conditions apply under the Irrevocable Undertaking:

· gross proceeds of not more than US$100,000,000 (or the GBP equivalent thereof) being raised pursuant to the Fundraise through the issue of New Ordinary Shares;

· New Ordinary Shares having been allotted and issued to Fevamotinico at the Issue Price such that, if gross proceeds are less than or equal to US$81,185,305 (or the GBP equivalent thereof), Fevamotinico receives 49.27 percent of all New Ordinary Shares allotted, or if gross proceeds exceed that amount, Fevamotinico receives New Ordinary Shares representing US$40,000,000 (or the GBP equivalent thereof), and provided further that Fevamotinico's holding of the Enlarged Share Capital shall not reduce below 45.2 per cent.; and

· no increase in Fevamotinico's holding above its current 49.27 percent such that it would be required to make a mandatory offer for all of the Ordinary Shares in the Company under Rule 9 of the Takeover Code.

The Irrevocable Undertaking contains no further termination rights.

APPENDIX A

Risk Factors in connection with the Fundraise

This section describes the risk factors considered by the Board to be material risk factors in relation to the Group.

The risks described below are not the only risks faced by the Group. Additional risks are set out in the "Principal Risks" section of the announcement of the Group's results for the year ended 31 December 2025. Furthermore, additional risks not presently known to the Board or that the Board currently deems immaterial may also, whether individually or collectively, have a material adverse effect on the Group's business, financial condition, operations, cash flows or prospects, and could negatively affect the price of the Ordinary Shares. Shareholders could lose all or part of their investment.

The information included herein is based on information available as at the date of this Announcement and, except as required by the UK Listing Rules, UK Market Abuse Regulation, the Disclosure Guidance and Transparency Rules or any other applicable law or regulation, will not be updated.

Any forward-looking statements are made subject to the reservations specified within the section of this Announcement entitled "Important Notices".

1. Risks relating to the Fundraise

1.1 The Cornerstone Investor will hold a significant interest in the Company following completion of the Fundraise and may be able to exercise material influence over matters requiring Shareholder approval

On completion of the Fundraise, the Cornerstone Investor is expected to be entitled to exercise, or control the exercise of, approximately 21.44 per cent. of the voting rights attaching to the Enlarged Share Capital. As a result of the size of its shareholding, the Cornerstone Investor may be able to exercise material influence over matters requiring Shareholder approval and may influence the outcome of certain corporate actions, including the issue of equity securities on a non-pre-emptive basis, the implementation of any scheme of arrangement proposed by the Company and other matters to be considered at general meetings of the Company. The Cornerstone Investor is expected to become a substantial shareholder of the Company from Admission.

The Cornerstone Investor will not have any right to appoint a Director to the Board and will not have any contractual governance rights in relation to the Company. Nevertheless, the size of its shareholding may enable it to influence the outcome of resolutions proposed to Shareholders. In particular, depending on the level of shareholder turnout and voting patterns, the support of the Cornerstone Investor may be important in relation to certain matters requiring Shareholder approval, including special resolutions, and the Cornerstone Investor may be able to materially affect the outcome of such matters.

The interests of the Cornerstone Investor may not always be aligned with those of the Company, the Board or other Shareholders. Accordingly, the exercise by the Cornerstone Investor of its voting rights could affect the Company's ability to obtain Shareholder approval for, or implement, certain corporate actions. As a result, the interests of the Cornerstone Investor may differ from those of other Shareholders.

2. Risks relating to the Group's business and industry

2.1 The Group is expected to only have sufficient net accessible cash to operate in this current constrained environment until approximately end-October 2026 and, in light of the continued disruption caused by the war in Ukraine, the withholding of VAT refunds to the Group, and the dismissal or rejection by Ukrainian courts of certain VAT refund claims brought by the Group's subsidiaries, a failure to complete the Fundraise would be likely to have a material negative impact on the Group's ability to continue as a going concern, and it is highly likely that the Company or other members of the Group would have no option but to file for insolvency in the relevant jurisdictions, which the Board believes may result in Shareholders losing the entire value of their investment in the existing Ordinary Shares

The Group is currently operating in a highly constrained environment, affected by, among other things: severe operational and financial risks arising from the war in Ukraine, including a large portion of its workforce serving in the Armed Forces of Ukraine, disruptions to and constraints within the Group's logistics operations, as a result of which the Group until recently had only one pellet line in operation and on 5 August 2026 the Group announced that it has temporarily suspended production of iron ore products from its mining and pelletising operations in Ukraine due to material restrictions to the Group's primary Black Sea export logistics route and the risk of damage to the Group's mining, processing and pelletising assets from military strikes; the suspension by Ukrainian tax authorities of the payment of VAT refunds; the Group's principal operating subsidiary, FPM, being in bankruptcy proceedings; various legal, fiscal, political and other risks arising from its association with Mr Zhevago; various legal and administrative proceedings against members of the Group unrelated to the Group's association with Mr Zhevago, and broader legal and political uncertainties in Ukraine, including the possibility of increased state involvement in the Group's business in Ukraine, including the risk of nationalisation (confiscation) of certain of its assets.

The Group has suffered a substantial decrease in cash reserves since the start of the full-scale invasion of Ukraine in February 2022, significantly worsening since the decisions of the Ukrainian tax authorities in March 2025 to suspend the payment of VAT refunds to the Group's Ukrainian subsidiaries. As at 30 June 2026, the Group's net VAT receivable balance in Ukraine was US$88.0 million net of allowances of US$12.4 million (subject to adjustment as part of the half-year accounts review). Mr Zhevago is a discretionary beneficiary (along with two other family members) of The Minco Trust. The Minco Trust indirectly wholly owns the Company's largest shareholder, Fevamotinico. Mr Zhevago is considered by authorities in Ukraine to be the Company's ultimate beneficial owner. As at the Latest Practicable Date, Fevamotinico holds 49.27 percent of the existing Ordinary Shares in issue (excluding Ordinary Shares held in treasury). Mr Zhevago is subject to a number of allegations and legal proceedings in Ukraine and other jurisdictions, including allegations of embezzlement, misappropriation of funds and involvement in criminal activity. These allegations and the imposition of personal sanctions by the Ukrainian authorities on Mr Zhevago and his assets, together with the association between Mr Zhevago and the Group, have contributed to various legal and enforcement actions involving the Group's Ukrainian subsidiaries, including the Ukrainian tax authorities suspending payment of VAT refunds. See further paragraph 2.2 (The Group is subject to various legal, fiscal, and political actions and is at risk of future actions due to its association with Mr Zhevago) and paragraph 2.3 (The suspension of VAT refunds in Ukraine has materially constrained the Group's liquidity and negative court decisions in relation to the refund of VAT amounts has resulted in VAT allowances which may further increase and may not be fully utilisable by the Group) of this Appendix A.

In addition to the above, the Group is currently involved in a number of legal and administrative proceedings in Ukraine, including, among other matters, a civil claim in the amount of UAH157 billion (approximately US$3.5 billion) relating to alleged illegal mining of sub-soil and a potential penalty of approximately UAH35.3 billion (approximately US$787.1 million) assessed against FPM by the Ukrainian tax authority relating to alleged non-compliance with currency control regulations (which the Group is disputing). See further paragraph 2.8 (Legal and administrative proceedings and judicial risk in Ukraine may result in material adverse outcomes, restrictions and enforcement actions for the Group and could threaten the future viability of the Group) of this Appendix A and paragraph 1.4.4 (Penalty for breach of statutory settlement deadlines) of Appendix B of this Announcement.

The Group's cash reserves have been further materially affected by the ongoing war in Ukraine, including significant and recurring electricity shortages, materially disrupting the Group's production processes and which have, at times, required the Group to import electricity from EU countries at significantly higher prices. The Group temporarily suspended operations on 20 January 2026 as a result of disruptions to the supply of electricity, with only limited resumption of operations at reduced capacity levels in late February 2026. In addition to power related issues, the broader wartime environment has created further operational challenges for the Group, including logistics and supply chain disruptions, increased input costs and labour constraints due to conscription. The Group is currently operating at a loss, with no current timeframe for full resumption of operations as a result of the continued uncertainty caused by the impact of the war in Ukraine. See further paragraph 2.6 (The Group faces severe operational and financial risks arising from the war in Ukraine) and paragraph 2.7 (The Group's export routes are exposed to attack, and a recent vessel incident in the Black Sea has had a material negative impact on the Group's liquidity position) of this Appendix A.

As a result, the Group's cash position has decreased significantly to approximately US$26.4 million as at the Latest Practicable Date, and when deducting lease obligations, the Group's net cash position was approximately US$17.8 million as at the Latest Practicable Date. This compares to net cash positions of approximately US$21 million as at 30 June 2026, US$25 million as at 31 March 2026, US$47 million as at 31 December 2025, US$50 million as at 30 June 2025, and US$101 million as at 31 December 2024. Notwithstanding the Group's current liquidity constraints, aside from lease liabilities (the majority of which relates to a long-term office lease liability payable over ten years), the Group does not have any outstanding interest-bearing loans or borrowings.

The Group has implemented a number of significant cost-cutting measures across all areas of the business, including operating and capital expenditure. These include materially reducing the scale of its business to only a quarter of its full pellet production capacity (until recently operating one of four pellet lines) and more recently a full suspension of production of iron ore products from its mining and pelletising operations in Ukraine, placing part of its workforce in Ukraine on furlough or reduced working hours (which can vary depending on production levels and power interruptions), deferring investment and maintenance programmes, significantly reducing procurement of goods and services, and the continued suspension of all non-essential capital expenditure, overheads and corporate social responsibility and humanitarian spending. The Group has also explored the sale of one or more of its assets to generate cash. On 20 April 2026, the Group announced that it had entered into an agreement for the sale of an owned transhipping vessel "Iron Destiny" for a total cash consideration of US$7.7 million. This sale completed on 30 April 2026. Notwithstanding these measures, based on the current cash reserves and following the impact of the Vessel Incident and challenges with the Black Sea export logistics routes on the Group's liquidity position, the Group's ongoing costs and temporary suspension of operations, without the net proceeds of the Fundraise or any other mitigating measures, the Group only has sufficient net accessible cash to operate in this current constrained environment until approximately end-October 2026, subject to, among other things, volatility of iron ore pricing, operating expenses and assumes there are no material changes to the operating conditions of the Group, including energy supply, no restrictive measures are put in place by the insolvency manager appointed within FPM and there are no final, non-appealable negative outcomes to the various legal and administrative proceedings to which the Group is currently subject.

The Fundraise is conditional on all of the Resolutions being passed by Shareholders. Therefore, if all of the Resolutions are not passed by Shareholders, or if any of the other conditions are not satisfied, the Fundraise will not proceed.

The Board has considered a broad range of funding options to generate working capital and to identify alternative sources of liquidity to preserve the viability of the Group and protect shareholder value. Such options include raising debt capital or alternative bank or private credit financing facilities, negotiating amendments to payment terms with suppliers and customers, entering into trade financing arrangements, implementing care-and-maintenance measures, exploring asset disposals, procuring strategic investment by one or more third parties and other equity capital options. In relation to certain of these options:

· The Group could seek debt funding, including through raising debt capital or entering into alternative bank or private credit financing facilities, or potential shareholder loans. However, the personal sanctions imposed on Mr Zhevago and his assets by the Ukrainian authorities (which are specific to Ukraine and do not constitute sanctions imposed by the UK, the US, the EU or any other international authorities), together with other ongoing legal actions against and involving the Group in Ukraine, has had and continues to have a material adverse impact on the Group's ability to access financing and banking arrangements. Lenders, financial institutions and other counterparties have previously been unwilling or unable to provide funding or banking facilities to the Group due to concerns regarding sanctions compliance, anti-money laundering requirements and "Know Your Customer" (KYC) obligations arising from the Group's association with Mr Zhevago. Without a change in the Ukrainian sanctions position or material dilution of Fevamotinico's shareholding in the Company, this is not expected to change. Further, the Group is severely limited at this time as to the security it can provide to support any external financing as a result of the arrest (freezing) orders which have been placed over various assets of the Group (including shareholdings in FAG and the Group's Ukrainian subsidiaries) and the ongoing bankruptcy proceedings in relation to FPM, which further materially limits the availability of debt financing on acceptable terms, or at all. Additionally, due to frequent interruptions in production and at times limited access to export infrastructure, such as the Ukrainian Black Sea and Danube ports, the Group is not able to guarantee a sustainable export sales income necessary to service regular debt repayments. The Group is in regular discussions with certain of its customers and suppliers about accelerated collection terms and potential amendments to payment terms to assist its cash flow, but there is no guarantee that such amendments would be accepted or persist. Furthermore, the Group has entered into a non-binding term sheet for a Potential Trade Finance Facility with a reputable trade finance provider for a facility of up to US$30 million, the key terms of which are described in the section titled 'Background to and reasons for the Fundraise' of this Announcement, but there can be no assurance that such arrangement will be finalised or entered into (and even if such arrangement can be concluded, it is expected that drawdown under the facility would be subject to successful completion of the Fundraise and would not, of itself, be sufficient to meet the Group's cash requirements to support publication of the audited accounts for the financial year ended 31 December 2025 on a going concern basis).

· The Group could consider selling one or more of its assets to generate cash, including operating equipment and materials. However, the Group's principal operating subsidiary (FPM) being in bankruptcy proceedings and the appointment of an insolvency manager means that consent of the insolvency manager is required for certain transactions, including making material disposals. Furthermore, the ongoing geopolitical situation in Ukraine, including the impact of the war, as well as ongoing legal, fiscal and regulatory actions involving the Group, including those arising from its association with Mr Zhevago, and the restrictions imposed on certain of the Group's assets in connection with such actions, materially restrict the Group's ability to dispose of its assets. For any assets which could be disposed of, there is limited near-term visibility on the availability of buyers or acceptable valuations for any such disposals, and the time required to identify a potential buyer, negotiate and document any sale terms and complete any such transaction (taking into account also any regulatory approvals required for such transaction) is expected to exceed the very limited period during which the Group is expected to have sufficient liquidity. In addition, the Group believes a further sale of some or all of its assets would significantly impact the Group's future revenue and its ability to remain a viable concern.

The Board does not believe there is a realistic prospect of the Group being able to raise sufficient cash proceeds from any of such alternative options prior to the Group's cash shortfall. This estimate remains subject to, among other things, volatility of iron ore pricing, operating expenses (including energy costs) and assumes there are no material changes to the operating conditions of the Group, including energy supply, no restrictive measures are put in place by the insolvency manager appointed within FPM and there are no final, non-appealable negative outcomes to the various legal and administrative proceedings to which the Group is currently subject, as further set out in Appendix B of this Announcement.

While such alternative options may provide a limited extension of the Group's liquidity, the effect of implementing these alternative options would be limited and not sufficient to offset negative effects from adverse changes to the Group's operating environment, may be detrimental to the Group's longer-term prospects and highly unlikely to deliver a better outcome for Shareholders than the Fundraise. The Board believes that the Fundraise is currently the only viable solution capable of implementation in the timeframe required to meet the Group's ongoing operations and provide sufficient working capital for the Group's immediate and short-term operational requirements while operating at a reduced level for the next 18 months and to continue as a going concern.

If the Fundraise does not proceed for any reason, including if the Resolutions are not passed by Shareholders at the General Meeting, based on the Group's current cash reserves, and following the impacts of the Vessel Incident and restrictions on the Group's primary Black Sea export logistics route on the Group's liquidity position, and the temporary suspension of production of iron ore products from its mining and pelletising operations in Ukraine, the Group only has sufficient net accessible cash to operate in this current constrained environment until approximately end-October 2026. This estimate remains subject to, among other things, volatility of iron ore pricing, operating expenses (including energy costs) and assumes there are no material changes to the operating conditions of the Group including energy supply, and no restrictive measures are put in place by the insolvency manager appointed within FPM and there are no final, non-appealable negative outcomes to the various legal and administrative proceedings to which the Group is currently subject. As such, absent successful completion of the Fundraise, the Group's operating subsidiaries would face a cash shortfall in approximately end-October 2026 and, as a result, the Group is unlikely to be able to continue as a going concern at that time. The Board believes that in such circumstances, absent any material change to its current constrained environment or other mitigating actions (such as the recovery of VAT refunds, which is outside the control of the Group), or accessing other forms of emergency or short-term funding, it is highly likely that the Company or other members of the Group would have no option but to file for insolvency in the relevant jurisdictions, which the Board believes may result in Shareholders losing the entire value of their investment in the existing Ordinary Shares.

2.2 The Group is subject to various legal, fiscal, and political actions and is at risk of future actions due to its association with Mr Zhevago

Mr Zhevago (along with two other family members) is a discretionary beneficiary of The Minco Trust. The Minco Trust indirectly wholly owns Fevamotinico, the Company's largest shareholder. As at the Latest Practicable Date, Fevamotinico holds 49.27 percent of the existing Ordinary Shares in issue (excluding Ordinary Shares held in treasury). Mr Zhevago was the founder of the Group in its current form and served as Chief Executive Officer of the Company from November 2008 to October 2019. He remained on the Board as a Non-executive Director until December 2022, when he stepped down following his detention and subsequent release in France. Mr Zhevago does not currently perform any official or formal role on behalf of the Group and is no longer a director, employee, officer or consultant to any member of the Group. However, given his historic connections with the Group and his position as one of the beneficiaries of The Minco Trust, he is often publicly associated with the Group by third parties, including the media, and has been and may continue to be determined by authorities in Ukraine to be the Company's ultimate beneficial owner. In addition, Mr Zhevago still retains the right pursuant to the Relationship Agreement to appoint himself as a director of the Company, or another person as his representative director, in each case in a non-executive capacity, and while he has not exercised this right to date, there can be no assurance, absent an amendment to the Relationship Agreement, that he will not choose to exercise this right in the future. Mr Zhevago also has certain information rights relating to the Group under the Relationship Agreement and the Group interacts with Mr Zhevago in relation to the exercise of such rights. The Relationship Agreement would terminate if Fevamotinico's shareholding reduces below 24.9 per cent. of the Company's voting rights. Following completion of the Fundraise, Fevamotinico's shareholding is expected to remain above this threshold and therefore the Relationship Agreement will remain in place.

Mr Zhevago is subject to a number of allegations and legal proceedings in Ukraine and other jurisdictions, including allegations of embezzlement and misappropriation of funds from a Ukrainian bank, Bank Finance & Credit ("Bank F&C"), which was owned by Mr Zhevago and was declared insolvent by the National Bank of Ukraine in 2015. Subsequent to this insolvency, Mr Zhevago was accused of involvement in criminal activity. In addition, in February 2025 the Ukrainian government imposed personal sanctions against Mr Zhevago and his assets. See further paragraph 1.2 (Corporate, sanctions and cross-border regulatory matters) in Appendix B of this Announcement.

These allegations and the imposition of personal sanctions by the Ukrainian authorities on Mr Zhevago and his assets, together with the association between Mr Zhevago and the Group, have, according to statements by the Ukrainian authorities and other public reporting, contributed to various legal and enforcement actions against and involving the Group's Ukrainian subsidiaries, including the Ukrainian tax authorities suspending payment of VAT refunds, notwithstanding that such entities are not legally owned by Mr Zhevago. See further paragraph 2.3 (The suspension of VAT refunds in Ukraine has materially constrained the Group's liquidity and negative court decisions in relation to the refund of VAT amounts has resulted in VAT allowances which may further increase and may not be fully utilisable by the Group) of this Appendix A. In addition, at the request of the Ukrainian authorities, Swiss authorities have imposed a restriction on FAG which prevents it from issuing new shares or transferring any of its existing shares. The Group has sought to challenge decisions of Ukrainian authorities implementing restrictions on the Group's subsidiaries via the Ukrainian courts, however many of the restrictions currently remain in place. There is no guarantee as to when such restrictions would be lifted, or at all. See further paragraphs 1.2.1 (Restrictions on certain corporate rights in all of the Group's Ukrainian subsidiaries in connection with the Bank F&C investigation) and 1.2.2 (Enforcement proceedings relating to restrictions on certain corporate rights in principal Ukrainian operating subsidiaries in connection with claim against Mr Zhevago relating to Bank F&C personal surety) in Appendix B of this Announcement.

The sanctions, legal proceedings and allegations against Mr Zhevago have had and continue to have a material adverse effect on the Group's business, financial condition, results of operations and prospects. The personal sanctions imposed on Mr Zhevago by the Ukrainian authorities, together with other legal actions relating to Mr Zhevago, have had and continue to have a material adverse impact on the Group's ability to access financing and banking arrangements. In particular, lenders, financial institutions and other counterparties have been and may continue to be unwilling or unable to provide funding or banking facilities to the Group due to concerns regarding Ukrainian sanctions compliance, anti-money laundering requirements and "Know Your Customer" (KYC) obligations. At present, the Group is operating with very limited banking arrangements outside of Ukraine and existing banking partners may cease to provide banking services to the Group which could further restrict (or prevent) the ability of the Group to make payments outside of Ukraine. This severely limits the Group's access to debt financing and restricts the range of financing options available to it and has also resulted in the Group having access to very limited banking arrangements (including with MBaer Merchant Bank following the revocation of its banking licence) and restrictions on making payments outside of Ukraine.

In addition, there is a risk that authorities in other relevant jurisdictions, including countries where the Group operates or holds assets (including but not limited to Austria, Switzerland, the United Arab Emirates and the United Kingdom), may initiate investigations or proceedings involving the Group or impose restrictions or sanctions on the Group or any member of the Group, whether due, directly or indirectly, to the Group's association with Mr Zhevago or otherwise. For example, the Group understands that a parliamentary inquiry concerning matters relating to Mr Zhevago and certain entities associated with him, including certain Group entities, has recently been initiated in Austria. Any such actions may result in financial penalties, asset restrictions, operational disruption, loss of key supplier or customer arrangements and/or reputational damage, which could have a material adverse effect on the Group's business, financial condition, results of operations and prospects.

The Board keeps the Company's shareholder structure under regular review, including options to mitigate risks associated with the association between the Group and Mr Zhevago. However, the Board's ability to effect changes to the ownership structure is constrained by legal, regulatory and practical considerations outside its control, including that Mr Zhevago holds no direct shareholding in the Company and is only one of three discretionary beneficiaries of The Minco Trust. The subscription by Fevamotinico for New Ordinary Shares pursuant to the Subscription may undermine attempts by the Group to mitigate risks relating to the association between the Group and Mr Zhevago. Further, Fevamotinico will not incur any material dilution to its shareholding in the Company as a result of the Fundraise, and therefore the risks relating to the association between the Group and Mr Zhevago are expected to remain for the foreseeable future.

There can be no assurance that no additional claims, investigations, sanctions or enforcement actions will be brought against the Group or its subsidiaries, relating to matters concerning Mr Zhevago. Any such developments, whether or not ultimately successful, could result in further operational disruption, restrictions on the Group's activities, loss of assets of the Group, diversion of management time and resources, reputational harm and increased costs and could ultimately affect the ability of the Group to continue as a going concern. More broadly, the continued association between Mr Zhevago and the Group may adversely affect stakeholder confidence in the Group. Any of the foregoing factors, individually or collectively, could continue to have a material adverse effect on the Group's business, financial condition, operational activities and prospects, and its ability to continue as a going concern.

The Group has taken steps, including the issuance of formal notifications under international investment agreements in place, namely (1) the United Kingdom and Ukraine Bilateral Investment Treaty and (2) the Switzerland and Ukraine Bilateral Investment Treaty (the "UK-Ukraine BIT" and "Swiss-Ukraine BIT", respectively), and various actions in the Ukrainian courts, to contest the actions of Ukrainian government agencies which it believes arise from the association between the Group and Mr Zhevago. While these actions are intended to protect the Group's rights and assets, they may accelerate and influence the legal and regulatory actions being taken against the Group, which could negatively impact the Group's position and activities in Ukraine and could lead to a further increase in the scrutiny, retaliatory measures and actions against the Group. There can be no assurance that the Group's responses to legal and administrative proceedings in Ukraine will be successful or that they will not lead to additional regulatory or enforcement measures, which could have a material adverse effect on the Group's business, results of operations, financial condition and prospects.

2.3 The suspension of VAT refunds in Ukraine has materially constrained the Group's liquidity and negative court decisions in relation to the refund of VAT amounts has resulted in VAT allowances which may further increase and may not be fully utilisable by the Group

The Group relies on the timely receipt of VAT refunds from exported products from the Ukrainian tax authorities as an important component of its working capital. The imposition by the Ukrainian government of personal sanctions against Mr Zhevago, who is one of three discretionary beneficiaries of The Minco Trust (which in turn wholly owns Fevamotinico, the Company's largest shareholder), is connected to the Ukrainian tax authorities suspending the payment of VAT refunds to the Group's Ukrainian subsidiaries since March 2025 on the basis that the Ukrainian authorities consider Mr Zhevago to be the ultimate beneficial owner of the Group.

As a result of this suspension of VAT refunds, as at 30 June 2026, the Group's net VAT receivable balance in Ukraine was US$88.0 million net of allowances of US$12.4 million (subject to adjustment as part of the half-year accounts review). Of this amount, as at 3 August 2026, US$86.9 million had been claimed for refund from the Ukrainian tax authorities for the period from January 2025 to June 2026, and US$84.3 million of the refunds (representing the period from January 2025 to May 2026) were refused by the tax authorities in Ukraine because of the association of the Group with Mr Zhevago as a consequence of personal sanctions imposed on Mr Zhevago by the Ukrainian authorities. This has had a significant impact on the Group's cash position, which had reduced to approximately US$26.4 million as at the Latest Practicable Date, and when deducting lease obligations, the Group's net cash position was approximately US$17.8 million as at the Latest Practicable Date.

The Group is engaged in active discussions with the Ukrainian authorities at various levels to seek to find a longer-term resolution to receive VAT payments. Given the complexities and challenges involved, considering the various stakeholder interests, and while the Group remains committed to reaching a resolution, the ability to achieve any such resolution and the timing thereof remains uncertain.

Without the Fundraise and absent any other mitigating actions, the Group only has sufficient net accessible cash to operate in this current constrained environment until approximately end-October 2026, subject to, among other things, volatility of iron ore pricing, operating expenses (including energy costs) and assumes there are no material changes to the operating conditions of the Group, including energy supply, and no restrictive measures are put in place by the insolvency manager appointed within FPM and there are no final, non-appealable negative outcomes to the various legal and administrative proceedings to which the Group is currently subject. See further paragraph 2.1 (The Group is expected to only have sufficient net accessible cash to operate in this current constrained environment until approximately end-October 2026 and, in light of the continued disruption caused by the war in Ukraine, the withholding of VAT refunds to the Group, and the dismissal or rejection by Ukrainian courts of certain VAT refund claims brought by the Group's subsidiaries, a failure to complete the Fundraise would be likely to have a material negative impact on the Group's ability to continue as a going concern, and it is highly likely that the Company or other members of the Group would have no option but to file for insolvency in the relevant jurisdictions, which the Board believes may result in Shareholders losing the entire value of their investment in the existing Ordinary Shares) of this Appendix A. If the suspension of VAT refunds persists, the amount of unrecovered VAT is expected to continue to increase once the Group resumes production, further exacerbating the Group's liquidity pressures. Further negative decisions by Ukrainian courts in relation to VAT refund claims is also likely to result in further VAT allowances.

The Group has taken significant actions to manage the significant cash shortfall as a result of this suspension of VAT refunds, including materially reducing the scale of its business to only a quarter of its full pellet production capacity (until recently operating only one of four pellet lines) and more recently a full suspension of production of iron ore products from its mining and pelletising operations in Ukraine, placing a portion of its workforce in Ukraine on furlough or reduced working hours (which can vary depending on production levels and power interruptions), deferring investment and maintenance programmes, significantly reducing procurement of goods and services, and the continued suspension of all non-essential capital expenditure, overheads and corporate social responsibility and humanitarian spending. Most recently, following the Vessel Incident and the resulting inability to utilise the Group's primary Black Sea export logistics route, the Group has taken the decision to temporarily suspend production of iron ore products from its mining and pelletising operations in Ukraine in order to preserve its working capital position. These measures have, in turn, resulted in an increase in the absorption of fixed costs as a portion of unit costs, limited the Group's ability to meet normal customer demand, and significantly reduced the Group's operational output and revenue.

The Group has initiated legal proceedings in the Ukrainian courts to seek the recovery of the outstanding VAT refunds that it is owed. Given the nature of the VAT refund process in Ukraine, the Group is required to lodge separate legal proceedings in Ukraine for each subsidiary entity in respect of each month for which a VAT refund is withheld. As a result, as at 3 August 2026, the Group has brought 20 legal claims in Ukrainian courts relating to VAT refunds for a total of approximately US$84.3 million for the period from January 2025 to May 2026 (inclusive).

While certain claims of the Group's subsidiaries have been successful (including at the level of the Supreme Court), the Ukrainian tax authorities have not refunded any VAT amounts to the Group. In addition, certain VAT refund claims brought by the Group's subsidiaries have been dismissed or rejected by Ukrainian courts, which has resulted in the Group being required to record allowances for non-refunded VAT claims with negative decisions from the court of appeal. As at 30 June 2026, the allowances for such non-refunded VAT was approximately US$12.4 million (subject to adjustment as part of the half-year accounts review). The Group has also received formal communication from the Ukrainian tax authorities indicating that VAT refunds are currently unavailable due to the personal sanctions imposed on Mr Zhevago and his assets. This creates uncertainty as to the enforceability of the Group's claims and the effectiveness of available legal remedies, in particular given the State Treasury Service of Ukraine has not performed so far the payment of VAT refund in accordance with the decision of the Supreme Court of Ukraine dated 11 February 2026. Delays in enforcement, the dismissal of certain claims, or continued administrative restrictions could result in a prolonged period during which the Group is unable to access VAT refunds, and there is a risk that the Group will continue to be unable to recover such VAT refunds.

The continued suspension of VAT refunds may further weaken the Group's liquidity position and its ability to fund operations and meet its financial obligations as they fall due and further negative court decisions relating to VAT refunds could require an increased amount of financial allowance, each of which could have a material adverse effect on the Group's business, financial condition, results of operations and prospects, and its ability to continue as a going concern. While the Group intends to use proceeds from the Fundraise to support its liquidity, there can be no assurance that such proceeds will be sufficient to offset the impact of ongoing suspension of VAT refunds. If the situation persists or deteriorates, the Group may be required to seek additional financing, which could be dilutive to Shareholders and may not be available on acceptable terms, or at all.

2.4 The Group's principal operating subsidiary is in bankruptcy proceedings in Ukraine and the Group may lose control of it which could have a material adverse impact on the Group

On 24 February 2026, the Group announced that a local court in Ukraine opened bankruptcy proceedings against FPM, the Group's principal operating subsidiary which owns the Poltava mine and the Group's iron ore processing and pelletising facilities in Ukraine. The decision followed the Commercial Court of Poltava Region having accepted for consideration an application from Maxi Capital to open bankruptcy proceedings on 14 May 2025. This relates to an ongoing legal action in Ukraine between Maxi Capital and FPM relating to contested surety agreements and a claim in the amount of UAH4,727 million (approximately US$105.4 million) (for further details of the contested surety claim, see paragraph 1.2.3 (Contested sureties claim) in Appendix B of this Announcement). These bankruptcy proceedings against FPM by a local Ukrainian court and the consequent appointment of an insolvency manager have occurred notwithstanding that the underlying contested sureties claim remains under review by the Supreme Court of Ukraine and the Supreme Court has suspended enforcement action against FPM pending the Supreme Court of Ukraine's decision. FPM appealed against the opening of the bankruptcy proceedings. On 9 April 2026, FPM's appeal against the opening of bankruptcy proceedings was adjourned to 30 April 2026. On 30 April 2026, the panel of three judges declared a formal recusal from the case and a new panel of judges has since been appointed. At hearings on 26 May 2026, 2 June 2026 and 27 July 2026, the court of appeal heard the positions of the parties and adjourned the hearings. On 18 August 2026, the appeal court in Kharkiv dismissed FPM's appeal against the ruling of the Commercial Court of Poltava Region of 24 February 2026 which opened bankruptcy proceedings against FPM. FPM filed a cassation appeal to the Supreme Court of Ukraine on 21 August 2026. The bankruptcy proceedings against FPM accordingly continue and the filing of a cassation appeal does not suspend them.

Following the opening of bankruptcy proceedings against FPM on 24 February 2026, an insolvency manager has been appointed and a moratorium on the satisfaction of creditors' claims has been imposed. The insolvency manager has started to compile a list of creditor claims in accordance with Ukrainian regulations. Although the existing FPM management team currently remains in place and continues to operate the business, the bankruptcy proceedings and appointment of the insolvency manager impose significant restrictions on FPM's ability to take certain actions. There are: (i) certain actions which the FPM management team's governing bodies cannot take without the consent of the insolvency manager (such as the receipt or granting of loans and the leasing of property); (ii) certain further actions which FPM's governing bodies are not authorised to take without the consent of the creditors' committee or the creditors' meeting, if the committee is not yet formed (such as entering into significant transactions where the market value amounts to 10 percent or more of the value of FPM's assets or disposal of FPM's material assets); and (iii) certain further actions which FPM's governing bodies are not authorised to take at all during the property administration stage of the insolvency process (including the granting of loans, providing sureties or guarantees, disposal or granting of new encumbrances over real property and the payment of dividends). There also remains a risk that the court may, on its own initiative or upon motion of the parties, seek to terminate the powers of FPM's executive body and transfer the executive body's functions to the insolvency manager, which would result in the Group's loss of control of FPM. Loss of control of FPM would result in the Group being unable to manage its operations, receive cashflows from operations or prevent the distribution of assets to creditors of FPM.

FPM is the supplier of pellets and concentrate under intercompany export arrangements with FAG. Restrictions on the payment of dividends by Ukrainian companies to non-Ukrainian companies imposed following the outbreak of the war means that the Group has been unable to arrange for FPM to pay dividends to enable FAG to discharge payables under the pellets and concentrate export arrangements. As at 30 June 2026, the outstanding balance of the intercompany receivables owed to FPM was US$608.8 million. There is a risk in bankruptcy proceedings of FPM that, if the powers of FPM's executive body were transferred to the insolvency manager, claims for repayment of such receivables may be brought by FPM against FAG.

The initial stage of bankruptcy proceedings is the stage of the debtor's property management. The court introduces this stage for up to 170 calendar days. The property management procedure is intended to ensure supervision over the management and disposal of FPM's assets, with a view to their preservation and efficient use, to facilitate the assessment of FPM's financial position, and to determine the appropriate subsequent stage of the bankruptcy proceedings (which is either rehabilitation or liquidation). Within the property management procedure framework, the insolvency manager is not selling the debtor's property to satisfy creditors' claims. Such an obligation arises for the insolvency manager at the subsequent stages of the bankruptcy proceedings - rehabilitation or liquidation - which can only be introduced by a court order at the final meeting of the property management procedure.

The 170-calendar day period for the property management stage expired on 13 August 2026, and the Group is aware that, on 11 August 2026, the insolvency manager filed a motion with the court seeking an extension of that period, which the court is required to consider. The expiry of the property management stage does not trigger any automatic change in the status of the proceedings and based on advice received from local counsel in Ukraine, FPM is expected to remain in the property management stage until a concluding hearing is held by the court of the first instance. Before any such concluding hearing can take place, the following steps, among others, are required under Ukrainian insolvency law: (i) a preparatory hearing at which the creditors' claims are to be admitted and the date of the creditors' meeting is to be determined; (ii) a creditors' meeting; and (iii) a concluding hearing. As at the Latest Practicable Date, so far as the Group is aware, none of these steps have been completed by the court of first instance due to the pending cassation appeal filed by FPM with the Supreme Court of Ukraine on 21 August 2026. Therefore, it is currently expected that the court of first instance will grant the insolvency manager's motion and extend the property management stage.

Should the bankruptcy proceedings progress, including following the dismissal of FPM's appeal against the opening of the bankruptcy proceedings on 18 August 2026, or as a result of FPM's cassation appeal at the Supreme Court being unsuccessful or not heard in a timely manner, or further adverse rulings being made notwithstanding FPM's ongoing appeals, this could result in FPM entering into the rehabilitation or liquidation stage, which could have a material adverse effect on the Group's business, financial condition, results of operations and prospects. In particular, such risks may affect the Group's ability to continue as a going concern and its long-term viability. Should the bankruptcy proceedings and treatment of FPM result in the Company breaching the UK Listing Rules or the Disclosure Guidance and Transparency Rules (for example because it no longer has control of its main operating subsidiary), the Company could face penalties from the FCA ranging from fines or public censure to a further suspension or cancellation of the Company's listing.

2.5 There is a significant risk of the management of certain corporate rights in the Group's Ukrainian subsidiaries being transferred to the Asset Recovery and Management Agency of Ukraine, and also the nationalisation (confiscation) of the Group's assets in Ukraine

On 4 March 2025, the State Bureau of Investigation ("SBI") in Ukraine released a statement noting that the Pecherskyi District Court of Kyiv had granted a request of the Prosecutor General's Office of Ukraine to transfer 49.5 percent of the corporate rights of FPM to the Asset Recovery and Management Agency of Ukraine ("ARMA"). The statement also made reference to the transfer to ARMA of corporate rights in a further 15 undisclosed legal entities, and it was subsequently discovered that this included corporate rights in a number of other Ukrainian subsidiaries of the Group.

The SBI statement on 4 March 2025 stated that the transfer of the corporate rights of FPM (and the other entities) is in connection with the ongoing criminal case in Ukraine relating to the alleged embezzlement by Mr Zhevago of funds from Bank F&C, a Ukrainian bank previously owned by Mr Zhevago which was declared insolvent in 2015. Bank F&C has never been part of the Group.

In April and October 2025, ARMA announced steps towards the selection of a temporary asset manager. However, as at the Latest Practicable Date, so far as the Group is aware, only preliminary steps have been taken and no formal selection tender has been launched. The Group understands that ARMA is under no obligation to initiate such process following the noted preliminary steps, nor is it subject to any statutory deadline. The transfer of corporate rights to ARMA does not constitute nationalisation (confiscation), these being distinct legal regimes in Ukraine. Should a temporary asset manager be appointed, it would act on a temporary basis pursuant to the relevant court order without displacing the Group's ownership of the corporate rights in the relevant Ukrainian subsidiaries. The temporary asset manager would generally be required to coordinate the exercise of shareholder powers with the relevant Group entity which is the owner of the corporate rights.

As at the Latest Practicable Date, no member of the Group has received any official documentation or requests from the Ukrainian authorities with regard to the decision of the Pecherskyi District Court of Kyiv to transfer corporate rights to ARMA, and management has not seen a copy of the court decision.

The SBI statement relating to a transfer to ARMA followed a separate press release made by the SBI on 20 February 2025 which stated that it was preparing to lodge a claim together with Ukraine's Ministry of Justice to the High Anti-Corruption Court of Ukraine (the "HAAC"), to nationalise (confiscate) 49.5 percent of shares in FPM and certain of its assets. The HAAC does not adjudicate nationalisation matters; its jurisdiction is rather confined to asset-recovery sanctions, which constitute a distinct legal regime in Ukraine. If a claim is upheld by the HAAC, the relevant assets (which may include shares) would be recovered to the benefit of the Ukrainian state (i.e. resulting in a transfer of ownership to the Ukrainian state). By contrast, a transfer of assets to ARMA does not affect ownership, but rather enables the appointment of a temporary manager to administer the assets for the duration of the relevant arrest imposed within the relevant criminal proceedings. See further paragraph 1.2.1 (Restrictions on certain corporate rights in all of the Group's Ukrainian subsidiaries in connection with the Bank F&C investigation) in Appendix B of this Announcement.

It is the Group's understanding that as at the Latest Practicable Date no claim has been lodged to the HAAC relating to a nationalisation (confiscation) of certain assets and corporate rights of FPM. The details of, and next steps in relation to, these actions therefore remain unclear.

In the event that FPM or any of the Group's assets are subject to nationalisation (confiscation) or other challenges of ownership, and the Group is unable to defeat such a claim, there is a risk of the Group losing its ownership interest in such a company or its assets, which could have a material adverse effect on the Group's business, financial condition, results of operations and prospects and ability to continue as a going concern.

2.6 The Group faces severe operational and financial risks arising from the war in Ukraine

The Group's operations are located in Ukraine, which has been subject to a full-scale military invasion since February 2022. The duration, intensity and scope of the war remain uncertain, having caused widespread damage to Ukrainian society and national infrastructure, including energy generation and transmission assets, transport networks and civil and industrial facilities over a sustained period of time. The evolving nature of the war makes it inherently difficult to foresee the ultimate impact on the Group's operations and activities and resulting financial condition.

The war has had and continues to have a significant and adverse impact on the Group's operational performance. In particular, the price of energy and key consumables for production, including electricity and gas, has materially increased. In addition, the Group has experienced and continues to experience significant disruption to logistics and export routes, including constraints affecting the transportation of its products to international markets (in particular transport routes through Ukrainian Black Sea and Danube ports). The Group has also faced workforce challenges, including mobilisation of parts of the workforce into military service and people leaving Ukraine, which has challenged the composition and availability of its workforce and skills.

Attacks on Ukrainian energy infrastructure have resulted in significant and recurring interruptions to the supply and price of electricity, especially during the winter months. These shortages have materially disrupted the Group's production processes and which have, at times, required the Group to import electricity from EU countries at significantly higher prices or to suspend production entirely. Furthermore, recurring damage to Ukrainian energy infrastructure has affected the Group's ability to secure such imports on a sustainable basis.

As a result of interruptions to the stable supply of electricity following sustained attacks on Ukrainian electricity generation and transmission infrastructure, it was necessary to suspend production during November to December 2025, and again between January and February 2026. Whilst the Group was able to restart operations on a limited basis in February 2026, following improvements in the availability and price of domestic and imported electricity supply, there can be no assurance that a stable and economically viable supply of electricity will continue.

The nature of the war has intensified recently, including through the use of drones to attack vessels using the Black Sea ports. Following a recent drone attack on a chartered vessel being used to export the Group's FDP products in the Black Sea and the ongoing security issues around Black Sea ports (as further described in paragraph 2.7 (The Group's export routes are exposed to attack, and a recent vessel incident in the Black Sea has had a material negative impact on the Group's liquidity position) of this Appendix A), the Group has taken the decision to temporarily suspend production of iron ore products from its mining and pelletising operations in Ukraine in order to preserve its working capital position. Whilst the Group is investigating alternative logistics arrangements for the export of its products, there is currently no confirmed timeframe for the resumption of Black Sea export routes, and there can be no certainty as to when, or whether, alternative export routes will become available on commercially viable terms.

There is a continued risk of further disruption. The Group cannot guarantee that electricity supply will not be subject to additional interruptions or that infrastructure damage will not worsen. The Group cannot provide assurance that the war will not escalate or expand geographically in a manner that directly affects the Group's assets, key suppliers, logistics routes or export infrastructure. The Group is not able to insure its assets in Ukraine, and seaborne freight shipments may be subject to higher insurance premiums. Any such developments could result in continued or further partial or complete suspension of operations, partial or total destruction or loss of assets, increased costs, and delays in increasing levels of production beyond a single pellet line.

In addition to the risks arising from sustained attacks on Ukraine's national energy grid and logistics infrastructure, the Group's mining, processing and pelletising facilities in Ukraine are exposed to the risk of physical damage or destruction as a result of military strikes, including drone and missile attacks. Any such strike affecting the Group's plant or equipment could result in partial or total physical damage to, or destruction of, one or more of the Group's key operational assets. Even partial damage to the Group's critical processing or pelletising infrastructure could render one or more production lines inoperable for a sustained period, with significant capital expenditure required to effect repairs, or in a more severe scenario, the wholesale replacement of damaged assets. Given that the Group is unable to insure its assets in Ukraine against war risks, the cost of any such repairs or replacement would not be covered by insurance and would fall to be met from the Group's own resources at a time when its liquidity position is already severely constrained. In addition to the financial cost of repair or replacement, any physical damage to the Group's plant or equipment could have an immediate and materially adverse impact on the Group's operations, including through production stoppages, disruptions to logistics and the further constraint of the Group's ability to generate revenue and cash flow. Any such developments could therefore have a material adverse effect on the Group's business, financial condition, results of operations and prospects, and could further threaten the Group's ability to continue as a going concern.

There is no certainty as to the timing or outcome of any potential political resolution to the war, and there can be no assurance that a ceasefire or peace agreement will be reached in the near term, or at all. Accordingly, the Group may be required to continue operating in a prolonged period of sustained military conflict and associated structural disruption, without any improvement in operating conditions. Any such prolonged environment could result in extended periods of reduced production, elevated costs and continued constraints on logistics, energy supply and workforce availability, extended damage to national infrastructure and continued risk of damage to the Group's assets or loss of control over some or all of the Group's assets.

The continuation or escalation of the war may continue to have a material adverse effect on the Group's business, financial condition, liquidity, results of operations and prospects and could affect the Group's ability to continue as a going concern. Prolonged disruption could impair the Group's ability to generate revenues, meet its financial obligations and execute its strategic objectives. This could result in the need to further impair asset values and may adversely affect investor confidence in the Group.

2.7 The Group's export routes are exposed to attack, and a recent vessel incident in the Black Sea has had a material negative impact on the Group's liquidity position and operations

The Group's ability to generate revenue and cash flow depends on its ability to export its products from Ukraine, including via Ukrainian Black Sea ports. As announced by the Group on 28 July 2026, a chartered vessel loaded with the Group's FDP inventory was struck and damaged by drones while sailing in Ukrainian waters of the Black Sea.

As a result of the broader security situation in the Black Sea, including ongoing drone and missile attacks on loaded vessels departing Ukrainian ports, the Group does not expect to be able to load further vessels via this Black Sea export route for the foreseeable future, with shipowners having provided advance notice of the cancellation of their vessel fixtures. Given the severe escalation of the security situation in the Black Sea and the resulting cancellation of vessel fixtures, the export route which the Group had forecast would support increased FDP sales in the second half of 2026 as part of its optimised sales mix, as referenced in the Group's Production Report for 2Q 2026 & Trading Update on 15 July 2026, is not currently expected to be available for the foreseeable future. Whilst the Group's export routes using the Ukrainian rail network and river barges from Ukraine up the River Danube currently remain available, these routes remain subject to cost and other uncertainties (as further described in paragraph 2.19 (Increases in transportation and logistics costs could materially adversely affect the Group's business and results of operations) of this Appendix A). As a result, and to preserve the Group's working capital position, the Group announced on 5 August 2026 that it had decided to temporarily suspend production of iron ore products from its mining and pelletising operations in Ukraine. The resumption of production is subject to, among other things, an injection of additional working capital.

The disruption to the Black Sea export route (representing the Group's primary route to market for its FDP product), which was central to the Group's strategy of maximising revenue through the export of its highest-value product to customers in the Middle East and Asia, and the resulting temporary suspension of production, has had a material negative impact on the Group's liquidity position. In response, the Group is actively investigating alternative logistics routes for the export of its FDP product. Whilst the Group believes that alternative routes may be available for the transport of its FDP products to customers in the Middle East and Asia, the viability of any such routes remains to be assessed and no such route is currently operational, and there can be no certainty as to when, or whether, a viable alternative can be established on commercially acceptable terms.

Following the Vessel Incident, the owner of the vessel pursued salvage options and, despite the challenging conditions, the vessel was successfully located and removed from the war-risk area. The Group has made the relevant notifications under its existing insurance coverage and is working with the relevant parties to progress claims in respect of the Vessel Incident. However, there can be no certainty as to the timing or outcome of any insurance recovery, and any such recovery may not fully offset the financial impact of the Vessel Incident on the Group.

There can be no assurance that further incidents affecting the Group's vessels, cargo, ports of loading or export routes will not occur. Any recurrence, whether in the Black Sea or in respect of other export routes on which the Group relies, could further disrupt the Group's ability to generate revenue and cash flow, could further reduce the Group's liquidity, and could have a material adverse effect on the Group's business, financial condition, results of operations, prospects and ability to continue as a going concern.

2.8 Legal and administrative proceedings and judicial risk in Ukraine may result in material adverse outcomes, restrictions and enforcement actions for the Group and could threaten the future viability of the Group

The Group operates in Ukraine and is subject to the Ukrainian legal, judicial and regulatory framework. The Group is currently involved in a number of legal and administrative proceedings in Ukraine, the details of which are set out in Appendix B of this Announcement. These include claims which have resulted, at different points in time, in the freezing of some of the shares in the Group's Ukrainian subsidiaries, the freezing of access to FPM's owned railway wagon fleet and infrastructure, the freezing of FPM bank accounts and the detention of senior management resulting in the need to pay significant bail payments for their release.

Ongoing legal actions include a claim by Maxi Capital in relation to contested surety agreements in the amount of approximately US$105.4 million, which is currently awaiting a deliberation and a decision from the Supreme Court of Ukraine and has, despite the ongoing review by the Supreme Court of Ukraine and a ruling from the Supreme Court of Ukraine to suspend enforcement of the claim, resulted in the opening of bankruptcy proceedings against FPM by a court of first instance at the request of Maxi Capital. See further paragraph 2.2 (The Group is subject to various legal, fiscal, and political actions and is at risk of future actions due to its association with Mr Zhevago) and paragraph 2.4 (The Group's principal operating subsidiary is in bankruptcy proceedings in Ukraine and the Group may lose control of it which could have a material adverse impact on the Group) of this Appendix A.

FPM and its Head of the Management Board are also subject to a civil claim following an investigation by the National Police of Ukraine seeking joint liability in the amount of UAH157 billion (approximately US$3.5 billion) in favour of the Ukrainian state. The claim alleges illegal sale of waste products and, more recently, illegal mining and sale of subsoil, resulting in environmental damage. See further paragraph 1.1.2 (Investigations by the SBI in Ukraine and the National Police of Ukraine regarding the use of waste product by FPM and alleged illegal extraction of minerals) in Appendix B of this Announcement. Certain of the Group's Ukrainian subsidiaries are also subject to various tax audits and investigations in Ukraine, the aggregate value of which is approximately UAH42.7 billion (equivalent to approximately US$952.1 million). See further paragraph 2.9 (The Group is currently subject to currency control measures imposed in Ukraine, and failure to comply with such requirements could result in material fines for the Group) of this Appendix A and paragraph 1.4 (Tax and transfer pricing matters) in Appendix B of this Announcement.

The Ukrainian legal and fiscal environment is evolving and, in certain respects, remains uncertain, with a degree of inconsistency in the interpretation and application of the rule of law, legislation and regulations. In addition, while reforms have been undertaken in recent years, concerns have been raised by international bodies, including the European Commission, regarding corruption and the independence of the judiciary in Ukraine. As a result, there remains a risk that judicial and regulatory decisions may be influenced by political and economic considerations, which may be exacerbated by the war or current circumstances facing Mr Zhevago, and there can be no assurance that either the Group's positions will be upheld in ongoing or future proceedings, or that the Group will be able to obtain effective legal remedies in a timely manner, if at all. The outcome of ongoing proceedings is inherently uncertain, particularly in a political and legal environment where there may be limited predictability in judicial decision-making and where cases may be revisited by the courts notwithstanding the Group having been successful in earlier proceedings (see further paragraph 1.2.3 (Contested sureties claim) in Appendix B of this Announcement).

The Group is and may continue to be subject to adverse judgments, penalties, fines or enforcement actions as a result of these ongoing legal and administrative proceedings. In addition, Ukrainian authorities may take further actions that affect the Group's assets or operations, or its personnel, including the imposition of restrictions, the initiation of enforcement proceedings against the Group's subsidiaries or personnel, the confiscation of assets of the Group or the commencement of insolvency-related actions. Such actions could disrupt the Group's business activities, divert significant amounts of management's time and result in significant costs and unfavourable outcomes.

The potential financial exposure arising from ongoing and future proceedings is, and could continue to be, material. Any requirement to make payments, satisfy claims or comply with adverse rulings could result in a significant outflow of cash and may adversely affect the Group's liquidity, financial condition, results of operations and prospects. In particular, such risks may impact the Group's ability to continue as a going concern and may affect its long-term viability.

2.9 The Group is currently subject to currency control measures imposed in Ukraine, and failure to comply with such requirements could result in material fines for the Group

With the start of the Russian invasion of Ukraine on 24 February 2022, the Ukrainian government introduced Martial Law affecting, among other things, matters relating to lending agreements, foreign exchange and currency controls and banking activities.

As a result, the National Bank of Ukraine ("NBU") has introduced significant currency and capital control restrictions in Ukraine. These measures are affecting the Group in terms of its cross-border payments, which are restricted and may be made only in exceptional cases. The maximum period for settlement of invoices under export and import contracts was decreased as of 1 April 2022 from what was previously 360 days to 180 days.

Despite the partial relaxation of Ukrainian hryvnia controls in May 2024 around the regulatory framework specific to foreign currency transactions, intercompany settlements and transfers offshore for international Groups, the NBU maintains tight capital controls in Ukraine. These measures put additional pressure on the Group's liquidity management as the Group's Ukrainian subsidiaries are currently not in a position to make significant cash transfers outside of Ukraine. As it is essential to the Group that sufficient liquidity is held outside of Ukraine to ensure that the Group's liabilities can be settled when falling due, intercompany receivable balances due to the Ukrainian subsidiaries have historically only been paid when falling due and after considering the local cash requirements for operating activities and capital expenditure programmes.

The lower operating activities and reduced capital expenditure programmes due to the ongoing war have reduced the local cash requirements and consequently increased the imbalance between payments to be made into Ukraine and local cash requirements. As a result of the imposed currency control measures, the Group has to carefully manage the payments to be made into Ukraine, as the local subsidiaries cannot transfer any surplus funds back to Group entities outside of Ukraine, if required.

Failure to comply with the currency control regulations can result in penalties in the amount of 0.3% per day calculated on the cumulative overdue receivable balances (for export transactions) or the value of goods not yet received (for import transactions) (the "Penalty" or "Penalties"). Penalties accrue daily until the relevant underlying debt is settled or the relevant goods or equipment are supplied, but are capped at an amount equal to the underlying debt. The Group has implemented various measures to mitigate the impact of the currency control regulations and reduce the risk of material fines, but there exists legal uncertainty in the application of the currency control regulations during the application of Martial Law in Ukraine. The currency control regulations may also be subject to change in the future (including with retrospective effect). Therefore, there is a risk that the Group may become subject to challenges from regulatory authorities in connection with the application of the regulations.

Given the amount of outstanding receivable balances between Group companies, there is a risk of material fines becoming payable in the future. However, because of different interpretations of the currency control regulations during the application of Martial Law and the measures initiated by the Group to mitigate the risk of potential fines, it is currently not possible to reliably estimate the amount of a potential exposure.

In July 2026, the tax authority conducted an internal review of FPM in relation to compliance with foreign currency settlement deadlines under thirteen import contracts and ten export contracts, relating primarily to the period between 1 July 2021 and 31 December 2025. Following the review, the tax authority issued Report No. 519/32-00-07-13/00191282 dated 14 July 2026 (the "Report"), assessing Penalties of approximately UAH35.3 billion (approximately US$787.1 million) for alleged breaches of those deadlines. FPM considers the review irregular on the grounds that it was conducted with multiple procedural violations and that the tax authority failed to consider relevant factual circumstances, including arbitration awards under seven export contracts. Those awards procedurally preclude the imposition of Penalties in respect of those contracts, which account for the majority of the Penalties assessed.

On 4 August 2026, FPM filed formal objections with the tax authority. Following consideration of those objections, a new unscheduled on-site tax audit is scheduled to commence on 14 September 2026 in respect of all contracts. Depending on the outcome of such audit, FPM intends to challenge any resulting tax notice-decisions (the "TNDs"). Pending the outcome of the applicable review process, the liabilities set out in the TNDs remain unconfirmed and unenforceable. See further paragraph 1.4.4 (Penalty for breach of statutory settlement deadlines) of Appendix B of this Announcement.

2.10 A significant portion of the Group's assets, including FPM's mining licence and certain corporate rights of Group subsidiaries, are subject to arrest (freezing) orders to preserve the assets in connection with ongoing criminal and civil claims in Ukraine, some of which have progressed to the enforcement stage, and which could result in the Group losing control of material assets

In connection with criminal and civil legal proceedings in Ukraine, some (but not all) of which relate to claims against Mr Zhevago involving Bank F&C, Ukrainian courts have ordered the arrest (freeze) of certain assets belonging to the Group. This includes arrests over certain corporate rights in the Group's subsidiaries, arrest of bank accounts, arrest over the FPM mining licence and arrests over other assets of FPM (including rail wagons and railway access track). The arrest (freeze) orders prevent the disposal of assets and in certain cases preclude the use of the asset (including the voting of certain shares in the Group's Ukrainian subsidiaries and the right to receive dividends on such shares). For further details of these arrests, see paragraphs 1.2.1 (Restrictions on certain corporate rights in all of the Group's Ukrainian subsidiaries in connection with the Bank F&C investigation) and 1.2.2 (Enforcement proceedings relating to restrictions on certain corporate rights in principal Ukrainian operating subsidiaries in connection with claim against Mr Zhevago relating to Bank F&C personal surety) in Appendix B of this Announcement.

These arrests have been imposed as a preventative measure to preserve assets in connection with the underlying legal claims, in order to allow for a future potential confiscation and sale of the assets in connection with such claim. Some of these arrests (relating to 50.3 percent of the shares in FYM and Ferrexpo Belanovo Mining ("FBM") and 49.3 percent of shares in FPM) have moved to the enforcement stage and a State Bailiff has been appointed which could lead to a potential sale of these shares. For further details, see paragraph 1.2.2 (Enforcement proceedings relating to restrictions on certain corporate rights in principal Ukrainian operating subsidiaries in connection with claim against Mr Zhevago relating to Bank F&C personal surety) of Appendix B of this Announcement.

Certain of the arrest orders relating to the arrest (freeze) of rail wagons and railway access tracks have in the past had an adverse impact on the operations of the Group. Whilst this particular prohibition to use rail wagons and railway access tracks has since been cancelled, there can be no certainty that the same or similar types of prohibition or arrest will not be imposed in the future. Certain of the arrests also currently prohibit the use of arrested corporate rights, including the payment of dividends by the Group's Ukrainian subsidiaries to its parent undertaking, which impacts the ability to distribute funds from the Group's Ukrainian subsidiaries to FAG (and ultimately to the Company). Further, if any of the asset (freeze) orders are enforced, this could lead to a forced sale or transfer of assets of the Group resulting in a loss of ownership of such assets which could have a material adverse effect on the Group's financial condition, results of operations and prospects.

2.11 The Group requires significant additional financing to maintain and upgrade its existing facilities and assets and also to fund future expansion plans

The net proceeds of the Fundraise are expected only to stabilise the liquidity position of the Group and meet its immediate and short-term operational requirements while operating at a reduced level for the next 18 months and to continue as a going concern; as a result, any staged restoration and stabilisation of production capacity to sustainable levels is conditional on stabilisation of the Group's operating environment, as well as satisfying additional capital requirements (in addition to the net proceeds of the Fundraise) for longer-term growth. Therefore, the proceeds of the Fundraise may not be sufficient to enable the Group to maintain and upgrade its existing facilities and assets, including as a result of the requirement for the use of proceeds for working capital requirements and the severe operational and financial constraints under which the Group currently operates. See further paragraph 2.6 (The Group faces severe operational and financial risks arising from the war in Ukraine) of this Appendix A. As a result of operating under such constraints, the Group's development and maintenance of its assets has been affected and significant further investment is required to return the Group's operations to pre-war levels, including the restart of additional pellet lines, and to implement improvements and to upgrade its current operating assets, including its mines, processing and beneficiation facilities, and logistics operations. The timing of any such restart could be accelerated through the raising of additional external capital (in addition to the net proceeds of the Fundraise). Furthermore, significant additional financing beyond the net proceeds of the Fundraise will be required to develop the Group's future operations and expansion plans, including the Belanovo asset, in the event that there is a cessation of the war in Ukraine.

Although the net proceeds of the Fundraise would be used primarily to strengthen the Group's liquidity position and support the resumption and the continuation of operations during a period of ongoing operational and financial constraints, a prolonged continuation or deterioration of operating conditions, including as a result of new developments, may result in the Group requiring additional financing earlier than currently anticipated and, in such situations, any upgrades to existing facilities and assets may not be possible within the timeframe envisaged or at all.

The financing of any upgrades to the Group's existing facilities would be subject to operating cash flows, or available additional capital or borrowings, and operating cash flows may be insufficient to meet actual capital cost requirements, including as a result of limitations on operating activities, including as a result of the war in Ukraine; the continuing suspension of VAT refunds to which the Group is currently subject; legal and administrative proceedings against the Group; the ongoing bankruptcy proceedings of FPM; prices for its premium-grade iron ore products being lower than expected; a delay or increased cost of expansion; increased costs of operations or increased capital expenditures.

Any capital expenditure programme would be subject to a variety of uncertainties, including changes in economic conditions, fluctuations in the Ukrainian macro-economic or global iron ore commodity and shipping markets, regulatory developments, the unavailability of external financing sources, the pursuit of new business opportunities and defects in design or construction.

The continuation or advance of the military invasion of Ukraine, or the resumption or the risk of resumption following any cessation of the current hostilities, or the actions of the Ukrainian government, may influence the implementation of any future capital expenditure programme. Accordingly, even subject to satisfying future additional capital requirements, the Group may not be able to maintain or complete the expansion, modernisation or improvement to its facilities as planned or on schedule, and the expected benefits of any capital expenditure programme may not be realised.

Any failure of the Group to invest in its business and develop its assets, or to successfully implement its business plan, including future expansion plans, may have a material adverse effect on the Group's business, financial condition, results of operations and prospects.

2.12 The Ukrainian currency is subject to volatility which may adversely impact the Group

The functional currency of the Group's Ukrainian subsidiaries is the hryvnia. The functional financial currency of the Company and certain other non-Ukrainian Group subsidiaries is the US dollar. On consolidation, income statements and cash flows of the Group's subsidiaries for which the US dollar is not the functional currency are translated into US dollars at the average exchange rates during the relevant accounting period. The exchange rate between the hryvnia and the US dollar has historically seen periods of volatility, and the translation effect during such periods could have a material adverse effect on both the individual and consolidated results of the Group's operations. Due to the absence in Ukraine of a legislative basis for creating hedging instruments, the prevailing market practice in Ukraine, to which the Group adheres, is not to hedge against currency fluctuations. The hryvnia has devalued in recent years relative to the US dollar and further devaluation could have an impact on future cash flow generation.

Any adverse or volatile movement in the exchange rate between the hryvnia and the US dollar may have a material adverse effect on the Group's reported results of operations and financial performance.

2.13 A negative or deteriorating relationship with Ukrainian authorities may materially adversely affect the Group's operations, liquidity and prospects

The Group's Ukrainian subsidiaries are subject to a range of legal, regulatory, fiscal and administrative processes in Ukraine. The Group is currently facing, among other things, the suspension of VAT refunds, ongoing legal and enforcement actions, restrictions on banking arrangements and the ongoing bankruptcy proceedings against FPM, its principal operating subsidiary. The Group believes that certain actions taken by Ukrainian authorities may be influenced by the association between the Group and Mr Zhevago. The Group has taken various actions in the Ukrainian courts to defend its position. Regardless of the merits, such actions, including in the context of a strained or deteriorating relationship with government agencies, increase the risk of adverse decisions, delayed or denied approvals, regulatory interventions, restrictions on asset usage, the risk of non-renewal or revocation of exploration and mining licences, enforcement measures or other actions which could impair operations. Any continuation or escalation in such activities by government agencies could materially affect the Group's liquidity, access to VAT refunds, ability to obtain or renew permits and licences, ability to execute development plans and its ability to operate as a going concern. If any such risks materialise, they could have a material adverse effect on the Group's business, results of operations, financial conditions and prospects.

2.14 The Group's financial performance is dependent on the global price of and demand for iron ore and demand for steel and steel products

The iron ore industry is characterised by intense global competition. As a producer which exports its products, the Group competes with a number of larger global mining companies, including international companies which have total assets and financial resources substantially greater than those of the Group. Although, at present, the Board believes that the Group benefits from the close geographical proximity to traditional customers, some competitors may, in the future, enter into commercial agreements with the Group's customers, which may result in a loss of market share.

A reduction in demand from geographically proximate steel plants for the Group's premium iron ore pellets and concentrate products may result in reduced demand or lower margin sales. In addition, some competitors benefit from higher economies of scale and lower cash costs of production, and therefore, there is a risk that in down cycles, when realised sales prices are lower, the Group may not be as profitable to compete in certain export markets.

Competition from global iron ore pellet and concentrate producers or reduction in demand from geographically proximate steel plants could have a material adverse effect on the Group's business, results of operations, financial condition and prospects.

2.15 The Group's business is subject to a number of risks (including mining risks) and hazards, including the significant risk of disruption or damage to persons and property

The Group's operations are subject to significant risks and hazards inherent in the mining and metallurgical industry. A combination of health and safety protocols and training, asset maintenance and risk management based on evaluation, experience and knowledge, cannot eliminate such operational risks. Even though the Group aims to instil a culture of health and safety, its mining, processing and beneficiation activities may be affected by unforeseen health and safety incidents, including equipment failure, war damage, unusual or unexpected geological conditions, labour disputes and changes in the regulatory environment. The Group's production activities may be hampered by accidents associated with the operating of the heavy-duty equipment and machinery, which could result in human injury or fatality, and prolonged short-term downtime or longer-term shutdowns of production facilities. These hazards could result in material damage to human health (including loss of life), environmental damage, delays to production, monetary losses and possible legal liabilities.

The occurrence of these hazards and the associated risk of any prolonged short-term downtime or longer-term shutdown at any of the Group's subsidiaries could materially and adversely affect the Group's ability to produce, transport and export its premium grade iron ore products, thereby limiting the Group's ability to satisfy contractual supply obligations.

Failure to overcome any unexpected problems could have a material adverse effect on the Group's business, results of operations, financial condition and prospects.

2.16 The processing of iron ore into iron ore pellets and concentrate is costly and subject to fluctuations and increases in input costs, which could negatively impact revenues, profitability and cash flow generation

Compared to iron ore lump, producing iron ore pellets and concentrate incurs greater production and beneficiation costs. These include the costs associated with the consumption of raw materials, energy and fuel, consumables, workforce and overhead costs. Market forces outside of the Group's control may result in increases in the costs, such as energy, key consumables and logistics that affect the Group's activities. Increases in production costs could affect the Group's profitability, reduce the feasibility and increase the cost of producing its products in the short-term and its growth plans in the longer term.

The Group's cost base has been affected by the severe operational constraints arising from the war in Ukraine, including the limited availability of domestic electricity, the need at times to import electricity at materially higher tariffs, inflationary pressures on consumables and changes in logistics routes. These factors have materially increased the Group's operating and production costs and may continue to do so. In particular, the Group's C1 cash cost of production and C4 cash cost of production are vulnerable to changes in the price of electricity, gas, diesel, key consumables, spare parts, imported materials and contracted services. The Group's C1 cash cost of production increased from approximately US$56 per tonne in 2021 to approximately US$76 per tonne in 2025 (2024: approximately US$78 per tonne), driven principally by energy costs and lower production volumes, which typically represent approximately 50 percent of production costs, and the Group may not be able to either diversify or substitute its energy sources. The Group may not be able to reduce operating and production costs sufficiently to be competitive. Any increase in the Group's operating and production costs could have a material adverse effect on the Group's business, results of operations, financial condition and prospects.

2.17 The Group faces the risk of losing key customers, suppliers, contractors or employees as a result of the ongoing operational, legal and geopolitical challenges facing the business

The unstable operating environment in Ukraine, together with disruptions to logistics and operations, the risk of continuing or further suspension of or disruption to operations, the withholding of VAT refunds, the bankruptcy proceedings involving FPM, sanctions related impacts arising from the personal sanctions imposed on Mr Zhevago and his assets (including the risk of sanctions being imposed on Group entities due to the Group's association with Mr Zhevago or otherwise), risks arising from the Group's association with Mr Zhevago, and various legal and administrative proceedings against members of the Group unrelated to the Group's association with Mr Zhevago, may undermine market confidence in the Group and its ability to operate reliably.

As a result, there are risks that major customers could reduce or cease purchases from the Group, seek alternative suppliers, or negatively renegotiate commercial terms. Similarly, suppliers and service providers to the Group may be unwilling or unable to continue providing goods or services on acceptable terms or at all, particularly where they perceive an increase in counterparty risk, disruption risk or sanctions or other regulatory compliance implications. Loss of, or delays in securing, critical supplies may disrupt production or have other negative consequences for the Group.

The Group also faces significant challenges in retaining and replacing skilled personnel, including as a result of mobilisation into military service, labour disruption during operational suspensions, limited cash resources affecting remuneration flexibility, and reputational impacts arising from actions by the Ukrainian government and its agencies that affect, directly or indirectly, perceptions of the Group. Loss of key employees and skills, technical specialists and contractors, and failure to replace members of the workforce or train replacements, could impede the immediate and future operational recovery of the Group and impair long term recovery and development plans.

The Group is subject to numerous cyberattacks which may compromise the availability and confidentiality of infrastructure, the risk of which has been heightened by the war, and a successful cyberattack could disrupt production, compromise sensitive data, including of customers, suppliers, contractors or employees, and damage the Group's ability to operate. Cost-cutting measures implemented by the Group and a shortage of skilled IT personnel may exacerbate these risks.

Any loss of key customers, suppliers, contractors or employees may have a material adverse effect on the Group's operational stability, revenues, liquidity position and future prospects.

2.18 Dependence on relations with third parties

The Group is dependent on the provision of certain services, including engineering, construction, process design and planning, from third-party contractors and consultants in order to carry out its operations and implement strategic developments. The Group's operations and developments may be interrupted or adversely affected by the potential failure to supply services by third party providers, by any adverse change to the terms on which services are made available by third-party providers, or by the potential failure of third-party providers to continue to provide services that meet the Group's requirements.

Should the Group find it necessary to change a provider of such services this could result in additional costs, interruptions to the continuity of the supply or services, or other adverse effects on the business. Additionally, the Group may not be able to find adequate replacement services in a timely manner, or on commercially acceptable terms, or at all. Any disruption or deterioration or increase in cost with respect to the third-party arrangements could have a material adverse effect on the Group's business, results of operations, financial condition and prospects.

2.19 Increases in transportation and logistics costs could materially adversely affect the Group's business and results of operations

The Group relies substantially on the Ukrainian rail network for the transportation of both key consumables and finished products, and it is possible that the rail network may be disrupted, whether by the war or otherwise, or that railway freight tariffs and the cost of leasing additional rail wagons may increase. In addition to transportation costs to the Ukrainian border and Ukrainian Black Sea ports, some sales include the cost of delivery on ocean going vessels exposing the Group to global dry bulk freight rates, geopolitical risks such as passage through the Black Sea, Suez Canal and Red Sea, and therefore insurance risk premium and additional costs such as demurrage and slower deliveries and delivery penalties.

In addition to rail transport, the Group's iron ore products are delivered by river barges from Ukraine up the River Danube. Risks which can disrupt iron ore product dispatches by barge include low water in peak summer (as experienced recently due to extended heatwaves in Europe) and frozen conditions in winter months, resulting in slower or suspended transportation.

Tariffs at all Ukrainian maritime ports including private berths are regulated by the Ukrainian authorities. Increase in such tariffs could potentially reduce the competitiveness of the Group's products for export.

Wartime conditions in Ukraine also continue to pose significant risks to the availability and reliability of maritime shipping routes, including, as recently experienced, the disruption of loading and sailing due to the risk of damage to port infrastructure, security restrictions or other war related interruptions (including potential complete blockades of export routes). See further paragraph 2.6 (The Group faces severe operational and financial risks arising from the war in Ukraine) and 2.7 (The Group's export routes are exposed to attack, and a recent vessel incident in the Black Sea has had a material negative impact on the Group's liquidity position and operations) of this Appendix A.

If increases in transportation costs materialise, or further risks to transport routes materialise, they could have a material adverse effect on the Group's business, results of operation, financial results and prospects.

3. Risks relating to the Ordinary Shares

3.1 Shareholders who are not participating in the Fundraise will experience an immediate and material dilution as a result of the Fundraise

Shareholders who are not participating in the Fundraise will upon completion of the Fundraise experience material dilution in their proportionate voting interests in the Company equal to 42.2 percent as a result of the issue of the New Ordinary Shares to be issued in connection with the Fundraise.

It is also possible that the Board may decide to offer additional Ordinary Shares in the future (subject to obtaining the relevant approvals from Shareholders), including to fund the restart of additional operational capacity (increasing production from one pellet line to multiple pellet lines), other expansion plans, or the modernisation of machinery and equipment. If Shareholders do not take up an offer of Ordinary Shares or are not eligible to participate in such an offering, their proportionate ownership and voting interests in the Company will be further reduced and the percentage that their Ordinary Shares would represent of the total share capital of the Company would be reduced accordingly.

3.2 The price of the Ordinary Shares may fluctuate

The market price of the Ordinary Shares is subject to fluctuations due to changes in market factors and events, whether occurring in the United Kingdom, Ukraine or in any other jurisdictions. Business developments of the Group and its competitors, regulatory changes affecting the Group's operations or capital structure, variations in the Group's financial results or changes in financial outlook for the Group or its industry sector by equity security and other market analysts may affect the market price of the Ordinary Shares.

Appointments to or resignations from the Board or executive management team and speculation in the press, media or investment community about the Group's business, financial position, mergers or acquisitions involving the Group or major divestments by the Group may affect the share price.

Events unrelated to the Group's operating performance or prospects may have an impact on the Company's share price. Macro-economic factors such as developments in the ongoing war in Ukraine, changes in interest rates, exchange rates and the rate of inflation, changes in fiscal, monetary or regulatory policies (including tariffs), geopolitical and economic circumstances or international hostilities may also negatively affect the Group's share price. Stock markets have from time-to-time experienced significant price and volume fluctuations that have affected the market prices of listed securities and the Company has experienced significant volatility in its share price.

Any future issuance of Ordinary Shares by the Company or disposals of Ordinary Shares by Shareholders, or anticipation of any such issuance or disposal, could also have an adverse effect on the market price of the Ordinary Shares. These factors could also make it more difficult to raise capital through equity or equity-linked offerings.

The price at which investors may dispose of their Ordinary Shares may be influenced by a number of factors, some of which may be related to the Group and others which are not and investors may realise less than the original amount invested. Furthermore, the Group's results and prospects may from time to time be below the expectations of market analysts and investors. Any of these events could adversely affect the market price of the Ordinary Shares.

3.3 If the Company is unable to publish financial information within applicable regulatory deadlines, including as a result of adverse developments in Ukraine, there is a risk of a future suspension of the listing of, and trading in, the Ordinary Shares

The Ordinary Shares were suspended from listing and trading with effect from 7.30 a.m. on 1 May 2026 as a consequence of the delay to the Group's publication of its audited consolidated accounts for the year ended 31 December 2025 (the "Suspension"). The Suspension is expected to be lifted upon publication of those accounts and prior to Admission of the New Ordinary Shares. Notwithstanding the lifting of the Suspension, the Group's financial reporting processes remain subject to significant disruption risk arising from the ongoing war in Ukraine, including sustained attacks on Ukraine's energy grid and infrastructure, disruption to logistics and export routes, labour constraints as a result of military conscription and broader operational and financial constraints.

In addition to the operational risks described above, the Group's ability to publish financial information on a timely basis may also be adversely affected by the resolution of ongoing legal proceedings or new legal proceedings against the Group. The Group is currently subject to a significant number of legal and administrative proceedings in Ukraine, including a claim by Maxi Capital in relation to contested surety agreements in the amount of approximately US$105.4 million, which has resulted in the opening of bankruptcy proceedings against FPM by a court of first instance. The complexity and uncertainty surrounding such proceedings has historically contributed to delays in finalising the Group's audited financial statements. Whilst such delays have not, to date, resulted in a breach of applicable regulatory deadlines or triggered a suspension of the listing of the Ordinary Shares as a direct consequence, there can be no assurance that future adverse developments in legal proceedings will not cause the Group to miss applicable regulatory deadlines in current or future reporting periods.

If, as a consequence of any of the foregoing, the Group is unable to prepare and publish its audited annual accounts or other required financial information within the deadlines prescribed by the UK Listing Rules and the Disclosure Guidance and Transparency Rules, the FCA and/or the London Stock Exchange may impose a further suspension of the listing of, and trading in, the Ordinary Shares, or may take other regulatory action including the imposition of fines or public censure or, in extreme circumstances, cancellation of the Company's listing. Any such suspension or other regulatory action would adversely affect the liquidity of the Ordinary Shares and could materially restrict Shareholders' ability to buy or sell Ordinary Shares during any period of suspension. In addition, any actual or anticipated failure to publish financial information within applicable deadlines may adversely affect market confidence in the Group and could have a material adverse effect on the price of the Ordinary Shares.

3.4 Any future payments of dividends under the Company's dividend policy will depend on the financial condition of the Group and the ability of the Company to receive funds from its subsidiary undertakings

Under English company law, a company may only pay dividends out of distributable reserves and when it has sufficient cash available. Accordingly, the Company's ability to pay dividends is dependent on the level of distributable profits available in its parent company accounts, as well as the availability of cash within the Group. There can be no assurance that the Company will generate sufficient distributable reserves or cash resources to restart and maintain dividend payments in the future.

The Company has not paid a dividend since July 2022. Any future decision to declare and pay dividends will be at the discretion of the Board and will depend on a range of factors, including the Group's financial performance, liquidity position, working capital requirements, capital expenditure plans, general economic conditions and other factors that the Board considers relevant at the time. The payment of dividends by the Group's Ukrainian subsidiaries is currently restricted due to the imposition of martial law in Ukraine, the recent financial performance of the Ukrainian subsidiaries, existing freezes of corporate rights in Ukrainian entities and also the ongoing bankruptcy proceedings relating to FPM. See further paragraph 1.2.1 (Restrictions on certain corporate rights in all of the Group's Ukrainian subsidiaries in connection with the Bank F&C investigation) and 1.2.4 (Share freeze in relation to undisclosed criminal investigation) in Appendix B of this Announcement. The Board does not currently expect to reconsider the payment of dividends by the Company until the Group's working capital position has materially improved.

As a result, investors may not receive any return on their investment in the form of dividends for the foreseeable future and will need to rely on any future capital appreciation of the market price of the Company's shares for any returns.

APPENDIX B

Additional Information

This section contains additional information in relation to certain litigation proceedings and other disputes or investigations to which the Group is party, as at the Latest Practicable Date.

The information included herein is based on information available as at the Latest Practicable Date and, except as required by the UK Listing Rules, UK Market Abuse Regulation, the Disclosure Guidance and Transparency Rules or any other applicable law or regulation, will not be updated.

Any forward-looking statements are made subject to the reservations specified within the section of this Announcement entitled "Important Notices".

The information in this Appendix B provides an overview of the material litigation, investigations and regulatory proceedings involving the Group. This section summarises those proceedings considered by the Company to be material to Shareholders, however, in addition the Group is also party (including as a claimant) to litigation and disputes in the ordinary course of its business which is not described in this Appendix B.

INTRODUCTION

The Group is subject to a range of material ongoing criminal, civil and tax-related proceedings, mostly in Ukraine. A number of these proceedings relate directly or indirectly to the Group's association with Mr Zhevago, including as a result of allegations of embezzlement against Mr Zhevago relating to the collapse of Bank F&C and other alleged criminal conduct. These matters include:

· the suspension of VAT refunds to the Group's Ukrainian subsidiaries as a result of personal sanctions imposed on Mr Zhevago and his assets in Ukraine. The continued non-receipt of VAT refunds has had, and is expected to continue to have, a material adverse impact on the Group's cash flow generation and liquidity - see paragraph 1.4.3 (VAT disputes with the State Tax Service of Ukraine) of this Appendix B;

· court-ordered arrests (freezes) being placed over certain shares and assets in the Group's Ukrainian subsidiaries, which prevent the disposal of arrested shares and assets and in certain cases prohibit the voting of such shares:

o some arrests relate to proceedings against Mr Zhevago which have been concluded and where the arrest has moved to an enforcement stage, thereby creating a more immediate risk of such assets being forcibly sold in the enforcement proceedings - see paragraph 1.2.2 (Enforcement proceedings relating to restrictions on certain corporate rights in principal Ukrainian operating subsidiaries in connection with claim against Mr Zhevago relating to Bank F&C personal surety) of this Appendix B; and

o other of these arrests have been imposed in connection with ongoing proceedings against Mr Zhevago, and therefore have been imposed as a preventative measure to prevent disposal of the arrested assets pending an outcome in such proceedings but are not yet able to be enforced - see paragraph 1.2.1 (Restrictions on certain corporate rights in all of the Group's Ukrainian subsidiaries in connection with the Bank F&C investigation) of this Appendix B; and

· a civil claim relating to contested surety agreements between FPM and Bank F&C, pursuant to which the claimant, Maxi Capital, is seeking recovery of approximately US$105.4 million from FPM - see paragraph 1.2.3 (Contested sureties claim) of this Appendix B. This claim is subject to an appeal in the Supreme Court of Ukraine and, pending the outcome of this appeal, the Supreme Court of Ukraine has suspended the enforcement of the decisions of the court of appeal and the court of first instance. However, notwithstanding that the underlying claim remains under review by the Supreme Court of Ukraine and the suspension of enforcement, bankruptcy proceedings against FPM have been opened by a court of first instance in Ukraine at the request of Maxi Capital and an insolvency manager has been appointed - see paragraph 1.2.3 (Contested sureties claim) of this Appendix B.

The Group, and certain of its management personnel in Ukraine, are also subject to criminal and civil claims and investigations in Ukraine relating to:

· alleged underpayment of royalties - see paragraph 1.1.1 (Underpayment of iron ore royalties claims by the State Tax Service of Ukraine and the Office of the Prosecutor General) of this Appendix B;

· the use of mining by-products and alleged illegal mining - see paragraph 1.1.2 (Investigations by the SBI in Ukraine and the National Police of Ukraine regarding the use of waste product by FPM and alleged illegal extraction of minerals) of this Appendix B;

· environmental compliance matters - see paragraphs 1.1.3 (Claims by the State Ecological Inspection relating to alleged violations of environmental rules), 1.1.4 (Criminal investigations by the National Police of Ukraine relating to alleged environmental violations) and 1.1.5 (Criminal investigations by the National Police of Ukraine relating to alleged water pollution) of this Appendix B; and

· tax disputes, including relating to transfer pricing matters - see paragraph 1.4 (Tax and transfer pricing matters) of this Appendix B.

Whilst many of these proceedings are at an early stage, some of the claims involve significant sums (see in particular the claim for illegal mining in the amount of UAH157 billion (approximately US$3.5 billion)), some have involved the arrest (freeze) of bank accounts and assets belonging to the Group and over the last three years the Group has paid approximately US$16.2 million in bail payments to secure the release of its senior management personnel in Ukraine from detention.

The Group disputes many of these proceedings and continues to vigorously defend its position. However, the scale, complexity and number of proceedings, together with the legal, political and economic environment in Ukraine, gives rise to a heightened degree of uncertainty and may adversely affect the Group's financial condition, operations and, in certain circumstances, its ability to continue as a going concern.

The Group has also notified the Ukrainian state of potential treaty claims where it alleges that conduct of Ukraine in respect of the Group has violated Ukraine's obligations under certain international investment agreements - see paragraph 1.6 (International treaty claims) of this Appendix B.

1. LITIGATION

1.1 Alleged criminal, regulatory and environmental matters

1.1.1 Underpayment of iron ore royalties claims by the State Tax Service of Ukraine and the Office of the Prosecutor General

Group entities involved: FPM & FYM.

On 8 February 2022, FPM received a tax audit report from the State Tax Service of Ukraine which alleged the underpayment of iron ore royalty payments during the period April 2017 to June 2021 in the amount of approximately UAH1,042 million (approximately US$23.2 million), excluding fines and penalties.

The Group objected to the claims made in the tax audit report. On 11 August 2023, FPM received a tax notification decision, which alleged the underpayment of royalty payments during the period April 2017 to June 2021 in the amount of UAH1,233 million (approximately US$27.5 million), which is higher than the amount initially stated in the tax audit report due to imposed fines. FPM challenged this notification decision with the Ukrainian tax authorities.

On 20 October 2023, the Ukrainian tax authorities decided that the amount in the notification decision is final and not subject to change. In November 2023, FPM filed a lawsuit to challenge the Ukrainian tax authorities' decision. On 15 April 2024, the court suspended the proceedings pending the review of another case concerning the challenge of an individual tax consultation issued by the tax authority to FPM in another matter which is connected with royalty proceedings. The tax authority filed an appeal regarding the suspension of the case. As at the Latest Practicable Date, the court of appeal has not scheduled a hearing date for this appeal.

On 3 February 2022, FPM and FYM were notified by the Office of the Prosecutor General of an ongoing criminal investigation regarding alleged underpayments of iron ore royalties during the years 2018 to 2021. On 16 November 2022, officials from the Bureau of Economic Security of Ukraine conducted searches at the premises of FPM and FYM, and further searches were carried out on 1 February 2023.

On 3 February 2023, a notice of suspicion (a document which is delivered to a suspect in a Ukrainian criminal case) was delivered to a senior manager of FPM, which claimed underpayment of royalty payments in the amount of approximately UAH2,000 million (approximately US$44.6 million). This notice of suspicion was received in connection with the above-mentioned criminal investigation and is separate to the claim of the tax authority.

Bail of UAH20 million (approximately US$0.4 million) in respect of the senior manager was approved by the court on 9 February 2023. Although the Group had no obligation to do so, the bail amount was subsequently paid by the Group.

On 6 February 2023, the court arrested (froze) the bank accounts of FPM. Following a motion to change the scope of the arrest (freezing) filed by FPM, the court on 8 February 2023 and on 16 February 2023 added exceptions to the original arrest (freezing) order to allow FPM to make payments for salaries, local taxes, social security charges, payments for utilities as well as payments to state and municipal companies. On 19 April 2023, the court of appeal did not approve the full list of additional exceptions for payments, approving only exceptions to make payments for salaries, state taxes, social security charges, and FPM's appeal to cancel the arrest (freezing) of the bank accounts was not granted.

On 31 October 2023, a notice of suspicion was delivered to a senior manager of FPM. On 13 November 2023, a court of first instance approved bail for the senior manager of FPM in the amount of approximately UAH800 million (approximately US$17.8 million) which was reduced by the court of appeal to UAH650 million (approximately US$14.5 million). Although the Group had no obligation to do so, the Group subsequently made a partial payment of the bail in respect of the senior manager in the amount of UAH50 million (approximately US$1.2 million as at date of the payment) and the case was transferred to a local court.

On 26 November 2024, a local court of first instance cancelled the arrest (freezing) of FPM's bank accounts at one of its Ukrainian banks.

Separately, the Economic Security Bureau of Ukraine ("ESBU") opened a criminal investigation (case № 62023000000000963 dated 2 November 2023) alleging that FPM's Head of the Management Board committed a criminal offence comprising document forgery (tax reports) and large-scale tax evasion amounting to approximately UAH1,730 million (approximately US$ 38.6 million). The investigation claims that FPM's Head of the Management Board, in coordination with the chief accountant of FPM, deliberately undervalued product prices in controlled transactions between FPM and its related parties, FAG and Ferrexpo Middle East FZE, in connection with transfer pricing practices. This allegedly resulted in the understatement of FPM's corporate income tax liabilities for the 2015-2017 financial years. The main evidence cited by the investigation includes the results of a tax audit and the findings of an economic expert examination. FPM was informed of the SBI criminal proceedings on 30 January 2024, when the investigator submitted an official request for certain documents. After that, the SBI passed the case to the ESBU which commenced a pre-trial investigation in this criminal proceeding.

On 3 June 2025, FPM's Head of the Management Board received a notice of suspicion from the ESBU within the framework of this transfer pricing investigation. Additionally, FPM's Head of the Management Board received a copy of the petition for the application of a preventive measure in the form of bail in the amount of approximately UAH5 million (approximately US$0.1 million). Although the Group had no obligation to do so, the bail amount was subsequently paid by the Group on 6 June 2025.

On 13 August 2025, the criminal royalty case and the criminal transfer pricing case described above were merged. On 13 March 2026, the court cancelled the bail, and on 26 March 2026, bail in the amount of UAH5 million (approximately US$0.1 million at this date) was returned to FPM. The case remains at the preliminary stages and the next hearing to take place, which relates to procedural matters, is scheduled for 8 October 2026. A hearing on the merits is not expected to take place in the next few hearings.

No associated liabilities have been recognised by the Company in relation to the royalty claims in the Group's financial results for the year ended 31 December 2025. However, as with other ongoing legal and administrative proceedings, there is a risk of a negative outcome.

1.1.2 Investigations by the SBI in Ukraine and the National Police of Ukraine regarding the use of waste product by FPM and alleged illegal extraction of minerals

Group entities involved: FPM.

On 10 January 2023, the SBI conducted several searches in respect of investigations into alleged illegal extraction of minerals ("rubble"). The National Police of Ukraine also carried out investigations in respect of the same matter and searched and collected samples of the rubble on 17 January 2023 at FPM.

The SBI and the National Police of Ukraine allege that from 2015 to 2021, FPM mined minerals of national importance, consisting of rock that lies above the iron ore (overburden), which it is alleged would require an additional extraction license.

FPM's position is that the materials in question are waste products from iron ore processing, not separate mineral resources and, as such, no additional extraction license is required. FPM also maintains that it has complied with applicable mining legislation.

FPM previously sold the rubble as an aggregate material to third parties. Sales of the rubble were subject to inspection by the State Service for Geology and Subsoil of Ukraine for many years before the allegations and sales were suspended by the Group in September 2021 at the State Service's request.

On 29 June 2023, the SBI issued notices of suspicion to three senior management representatives and one divisional head of FPM for allegedly selling rubble without a permit. The individuals were detained and released following payments of bail totalling UAH122 million (approximately US$2.7 million). Although the Group had no obligation to do so, the bail amount was paid by the Group. On 22 September 2023, the National Police of Ukraine searched the private residence of a senior manager of FPM, issued a further notice of suspicion and detained the individual, who was released upon payment of bail of UAH400 million (approximately US$8.9 million) after spending 38 days in detention. Although the Group had no obligation to do so, the bail amount was paid by the Group.

In the pre-trial investigation, a court of first instance issued an order to freeze FPM's rail wagons and railway access tracks. On 9 October 2023, certain real estate assets and transport vehicles of FPM were also frozen, however, this does not restrict their operational use. FPM appealed and sought further clarity from the court on the scope of the restrictions in relation to rail wagons, and on 30 October 2023, the court of appeal upheld the asset freeze but did not clarify the scope. On 22 April 2024, a court of first instance lifted the prohibition on use of rail wagons and access of the railway tracks, permitting FPM to use all rail wagons and access tracks. Accordingly, the freeze of FPM's rail wagons and railway access tracks does not restrict their operational use.

On 5 March 2024, FPM's bank accounts were frozen (with exceptions for essential payments), and FPM's subsequent appeal against this bank account freeze was rejected. On 29 April 2024, a court restricted the sale of FPM's mining license, and FPM's subsequent appeal was rejected. The restriction on the sale of FPM's mining license does not affect mining operations. The freeze of the bank accounts does not affect mining operations because FPM has opened other operational bank accounts since the freeze. FPM has no current intention of selling its mining licence.

First criminal case, initiated by the SBI

On 19 December 2024, the criminal case involving allegations of rubble mining and sale initiated by the SBI was transferred by the Supreme Court of Ukraine to a local court in Horishni Plavni. At a preparatory hearing on 5 March 2025, a judge refused to decrease the bail for FPM's Head of the Management Board (being one of the individuals issued with a notice of suspicion and detained). In June 2025, a judge considered whether to merge this case with the royalty case and decided against the merger. See further paragraph 1.1.1 (Underpayment of iron ore royalties claims by the State Tax Service of Ukraine and the Office of the Prosecutor General) of this Appendix B. At a court hearing on 8 April 2026, FPM received information that the State Service of Geology and Subsoil of Ukraine had filed a civil claim seeking joint liability of FPM, its Head of the Management Board and other individuals employed by FPM for damages amounting to UAH79 million (approximately US$1.8 million). There was a hearing on 6 May 2026, and on 7 May 2026 the civil claim from the State Service of Geology and Subsoil of Ukraine was stayed until the deficiencies in the claim are corrected.

The next hearing is scheduled for 15 September 2026.

Second criminal case, initiated by the National Police of Ukraine

On 15 January 2025, the Office of the Prosecutor General announced that the National Police of Ukraine had completed the pre-trial investigation in the second criminal matter involving allegations of rubble mining and sale and the case was sent to a court of first instance. On 4 February 2025, FPM received notice of a civil claim seeking joint liability of FPM and its Head of the Management Board for UAH157 billion (approximately US$3.5 billion) in favour of the Ukrainian state. The claim alleges illegal sale of waste products and, more recently, illegal mining and sale of subsoil, resulting in environmental damage. FPM rejects these allegations on the basis it has complied with the requirements of its mining license. At a court hearing on 22 April 2026, the court denied motions to lift the attachment of real property belonging to FPM which attachment therefore remains in place. The court did not make a ruling on the admissibility of the civil claim filed by the State Service of Geology and Subsoil of Ukraine.

During a hearing on 5 March 2025, the arrest (freezing) of FPM bank accounts at a Ukrainian bank was cancelled. On 16 June 2025, there was a hearing to consider whether to merge this rubble case with the royalty case and the court decided against the merger. See further paragraph 1.1.1 (Underpayment of iron ore royalties claims by the State Tax Service of Ukraine and the Office of the Prosecutor General) of this Appendix B. The case was transferred to a new judge to consider from the beginning.

The first preparatory hearing took place on 7 July 2025. A number of hearings have since taken place on procedural matters. On 31 August 2026, the court lifted the prohibition against amending FPM's mining license. The next hearing is scheduled for 12 October 2026 which is also expected to deal with procedural matters. Management understands that proceedings may last several years.

As at the Latest Practicable Date, neither the criminal nor civil claims constitute a legal obligation under Ukrainian law. Management considers that no reliable estimate of the potential outflow or merits can be made, and no provision has been recorded in the FY25 Results.

1.1.3 Claims by the State Ecological Inspection relating to alleged violations of environmental rules

Group entities involved: FYM.

The State Ecological Inspection carried out an inspection of FYM in September 2021 and, on 1 October 2021, issued an order to remedy a number of alleged violations of environmental rules. On 19 July 2022, a court of first instance ruled in favour of FYM. The State Ecological Inspection subsequently filed an appeal, which was returned by the court of appeal on 20 March 2023 due to procedural errors. The State Ecological Inspection requested an extension for filing a further appeal.

The State Ecological Inspection subsequently filed another appeal, which was again returned by the court of appeal on 20 July 2023 due to procedural errors.

There were no further developments until 5 October 2023, when the National Police of Ukraine conducted a review of FYM's land plots, as described in paragraph 1.1.4 (Criminal investigations by the National Police of Ukraine relating to alleged environmental violations) of this Appendix B.

There have been no further developments since then and it is not possible at present to anticipate future developments in this case. Management believes FYM has strong arguments to defend its position, and, as a consequence, no associated liabilities have been recognised in relation to these matters in the FY25 Results.

1.1.4 Criminal investigations by the National Police of Ukraine relating to alleged environmental violations

Group entities involved: FBM & FYM.

This matter relates to the same facts which are the subject of the dispute set out in paragraph 1.1.3 (Claims by the State Ecological Inspection relating to alleged violations of environmental rules) of this Appendix B and other alleged ecological violations by FBM. The National Police of Ukraine conducted a review of land plots of FYM on 5 October 2023. On 5 November 2024, a court authorised a review of land plots and such review was carried out by the National Police of Ukraine on 14 November 2024.

As at the Latest Practicable Date, neither FBM nor FYM have any additional information on the scope of the investigation or the anticipated next steps.

1.1.5 Criminal investigations by the National Police of Ukraine relating to alleged water pollution

Group entities involved: FYM.

This investigation was registered in the Ukrainian Unified Register of Pretrial Investigations on 26 August 2024. On 27 August 2024, FYM received a request from the National Police of Ukraine to provide documents and a formal response was subsequently sent by FYM noting various procedural issues in relation to the request.

As at the Latest Practicable Date, FYM has no additional information on the scope of the investigation or the anticipated next steps.

1.1.6 Order of the President of Ukraine in respect of FBM mining licence

Group entities involved: FBM.

On 24 June 2021, an Order of the President of Ukraine was published on the official website of the President, which enacted the decision of the National Security and Defence Council of Ukraine ("NSDC") on the application of personal special economic and other restrictive measures and sanctions. FBM is included in the list of legal entities which are subject to sanctions pursuant to the decision.

The sanction imposed on FBM was the cancellation of the mining license for the Galeschynske deposit, which was one of two licenses held by FBM. The order and the decision of the NSDC do not provide any legal ground for the application of sanctions. The sanction is limited in scope to the cancellation of the mining license for the Galeschynske deposit (it does not impose any more general restrictions on FBM) and it does not affect the other mining license held by FBM.

On 15 November 2021, FBM filed a claim with the Supreme Court of Ukraine partially to annul the Order of the President of Ukraine. On 29 October 2024, the Supreme Court of Ukraine rejected FBM's claim. On 28 November 2024, an appeal against this rejection was filed by FBM and the Grand Chamber of the Supreme Court subsequently opened the proceedings. The Grand Chamber of the Supreme Court of Ukraine rejected FBM's appeal on 28 January 2025. FBM filed a claim to the European Court of Human Rights in May 2025.

The Galeschynske deposit is a project in the exploration phase that is situated to the north of the Group's active mining operations. Following the cancellation of this license, all capitalised costs associated with this license, totalling approximately US$3.4 million, were written off in the financial year ended 31 December 2021.

In parallel, following the termination of the Galeschynske subsoil-use permit by the State Service of Geology and Subsoil of Ukraine on 5 July 2021, on 16 November 2021, FBM filed a claim challenging the termination. On 3 November 2025, the court of first instance rejected FBM's claim. FBM filed an appeal against this rejection on 1 December 2025, with the appellate proceedings commencing on 8 December 2025. On 11 May 2026, the court of appeal declined FBM's appeal and, on 9 June 2026, FBM filed an appeal on a matter of law. On 15 June 2026, the Supreme Court of Ukraine opened appeal proceedings.

FBM continues to rigorously defend its rights to the Galeschynske deposit.

1.2 Corporate, sanctions and cross-border regulatory matters

The claims and matters involving the Group detailed below relate to claims being made against Mr Zhevago or the Group arising from proceedings involving Bank F&C and/or Mr Zhevago.

Mr Zhevago is the previous Chief Executive Officer of the Group (having stepped down from this position in 2019). Mr Zhevago remained on the Board as a Non-executive Director until December 2022, when he stepped down following his detention and subsequent release in France earlier in December 2022, and he remains one of the discretionary beneficiaries of a trust which owns Fevamotinico, the Company's largest shareholder. As at the Latest Practicable Date, Fevamotinico owns 49.27 percent of the voting shares in the Company.

Bank F&C was a Ukrainian bank owned by Mr Zhevago which was declared insolvent by the National Bank of Ukraine in September 2015. Bank F&C was never a part of the Group, although the Group did have a commercial relationship with Bank F&C (which was used by the Group as its main transactional bank in Ukraine prior to its insolvency).

Mr Zhevago has been accused by Ukrainian authorities of embezzling US$113 million from Bank F&C prior to its insolvency. Mr Zhevago has consistently and strenuously denied all wrongdoing, labelling the cases as politically motivated. In connection with such accusations, Mr Zhevago was placed on an international wanted list by Ukrainian authorities and was detained in France at Ukraine's request in December 2022 (at which point Mr Zhevago resigned from his role as a director of the Company) and was subsequently released. The French courts have twice denied extradition requests from Ukrainian authorities, in March 2023 and October 2025 respectively. In October 2025, the Paris Court of Appeal concluded that the Ukrainian authorities could not guarantee Mr Zhevago a fair and impartial trial and recognised that there were significant risks of violation of his fundamental rights. The Group understands from media reports that on 19 March 2026, Mr Zhevago received a notice of suspicion in a further criminal proceeding for alleged offences under the Criminal Code of Ukraine relating to large-scale embezzlement of funds and money laundering. This followed a request for international legal assistance involving French authorities, Ukrainian prosecutors and investigators from the SBI. Following delivery of the notice of suspicion, the Group understands that Mr Zhevago was questioned as a suspect. The Group further understands from media reports that on 28 April 2026, the Office of the Prosecutor General announced that the Pecherskyi District Court of Kyiv had granted permission for a pretrial investigation to proceed in absentia in connection with the Bank F&C matter. The Group is not aware of any further developments in this proceeding at the Latest Practicable Date.

The Ukrainian authorities have also imposed various sanctions on Mr Zhevago in February 2025. These sanctions are personal in nature to Mr Zhevago and the sanctions have not been imposed directly on the Group. However, the personal sanctions imposed on Mr Zhevago and his assets have had and continue to have an adverse impact on the Group. For example, the Group has received formal communication from the Ukrainian tax authorities confirming that VAT refunds are currently not payable to the Group due to these personal sanctions on Mr Zhevago. See paragraph 1.4.3 (VAT disputes with the State Tax Service of Ukraine) of this Appendix B.

The Group understands that the underlying disputes involving Bank F&C and Mr Zhevago remain unresolved. Mr Zhevago is not a director, officer, employee or consultant to any company in the Group and, apart from his indirect connection to Fevamotinico and his exercise of the rights under the Relationship Agreement, he is no longer connected to the Group.

1.2.1 Restrictions on certain corporate rights in all of the Group's Ukrainian subsidiaries in connection with the Bank F&C investigation

Group entities involved: Ferrexpo plc, FAG & Ferrexpo Ukrainian Subsidiaries.

Share freeze in relation to claim from the Ukrainian Deposit Guarantee Fund ("DGF"): On 3 March 2023, a court of first instance in Ukraine (while hearing the dispute between the DGF and Mr Zhevago in relation to the liquidation of Bank F&C in 2015) ordered the arrest (freeze) of 50.3 percent of FAG's shareholding in each of FPM, FYM and FBM. In addition to this arrest (freezing), the court order also contains a prohibition on Fevamotinico disposing of its shares in the Company and the Company disposing of any of its shares in FAG. The Group has no current intention, and never has had any intention, of disposing of its shares in FPM, FYM, FBM or FAG. The Group does not expect an impact on its mining or other operations because of this court order.

The Group's subsidiaries affected by this court order, including FAG, have filed appeals to remove the restrictions. The court of appeal dismissed the appeals and the decision of the court of appeal was upheld by the Supreme Court of Ukraine on 10 January 2024. Therefore, the restrictions remain effective.

On 31 July 2024, a court of first instance agreed to commence economic examination to be performed by an independent expert institution to assess the amount of damages of Bank F&C in the main dispute between DGF and Mr Zhevago. The proceedings in the main dispute remain suspended, until an expert opinion is received.

Management considers that the court order dated 3 March 2023 to arrest (freeze) 50.3 percent of FAG's shareholding in each of FPM, FYM and FBM contravened Ukrainian law because that 50.3 percent shareholding is the property of FAG and not of any other person as a matter of Ukrainian law. FAG and FBM filed appeals on a matter of law against this court order. On 31 July 2026, the Supreme Court of Ukraine dismissed both appeals.

Share freeze in relation to investigation in connection with Bank F&C: On 25 March 2024, the Group became aware of a court order dated 18 January 2024 regarding further restrictions on certain corporate rights concerning all of the Group's Ukrainian subsidiaries. According to the January 2024 court order these restrictions were imposed in September 2023 on 49.5 percent of the shares in all of the Group's Ukrainian subsidiaries, except for Nova Logistics LLC and TIS-Ruda LLC, an associated company of the Group, where the relevant percentages restricted are 25.2 percent and 24.7 percent, respectively. The Group understands the restrictions have been imposed in connection with ongoing court actions relating to Bank F&C.

The restrictions do not affect ownership of the relevant shares, but prohibit their transfer and restrict the right to exercise corporate rights otherwise attaching to such shares, including restrictions on the right to vote and receive dividends. On 21 May 2024, FAG filed an appeal against the court order imposing the restrictions. On 30 January 2025, the court of appeal rejected FAG's appeal. As a result, the restrictions remain in place.

On 4 March 2025, the SBI made a media statement that the Pecherskyi District Court of Kyiv had granted a request of the Office of the Prosecutor General to transfer 49.5 percent of the corporate rights in FPM held by FAG to ARMA. The statement also makes reference to the transfer to ARMA of corporate rights in a further 15 undisclosed legal entities, which was subsequently discovered to include a number of Ukrainian subsidiaries of the Group. The SBI statement notes that the transfer of the corporate rights in FPM was in connection with ongoing legal cases in Ukraine relating to the alleged embezzlement of funds from Bank F&C.

On 30 April 2025, ARMA announced the commencement of market consultations for the appointment of asset managers in respect of corporate rights and assets potentially to be transferred to ARMA. On 9 October 2025, ARMA announced the start of market consultations concerning the arrested 49.5 percent of corporate rights in FPM.

As at the Latest Practicable Date, no member of the Group has received any official documents or requests from the Ukrainian authorities with regard to the decision of the Pecherskyi District Court of Kyiv and has not seen a copy of the court decision. The details of the court decision are therefore unclear as at the Latest Practicable Date.

Based on independent legal advice from Ukrainian counsel, management understands that FAG remains the 100 percent owner of FPM. If ARMA does appoint a third-party manager to manage 49.5 percent of the corporate rights in FPM, according to current Ukrainian legislation, that manager would need to obtain consent from FAG for any corporate actions for the duration of the relevant arrest imposed within the relevant criminal proceedings. In particular, based on article 21 of the Law on ARMA, the manager is obliged to coordinate with the owner of those shares (i.e. FAG) regarding the exercise of their management powers in respect of voting at any shareholder meetings. This rule means that the manager cannot vote at the shareholders meeting on its own, but only with the consent of the owner, FAG. If the manager (once appointed) takes steps which are not in accordance with Ukrainian legislation, FAG may seek to challenge such actions in the Ukrainian courts.

The SBI statement relating to a transfer to ARMA on 4 March 2025 followed a separate press release made by the SBI on 20 February 2025 which stated that it was preparing to lodge a claim together with Ukraine's Ministry of Justice (the "MoJ") to the HAAC, to nationalise (confiscate) 49.5 percent of shares in FPM and certain of its assets.

Based on independent legal advice from Ukrainian counsel, the legal basis for such an approach appears uncertain. The HAAC does not adjudicate nationalisation (confiscation) matters; its jurisdiction is rather confined to asset-recovery sanctions, which constitute a distinct legal regime. Moreover, the SBI, acting within the framework of its governing legislation, does not have express authority to initiate or pursue such claims before the HAAC.

Procedurally, asset recovery may be pursued only by the MoJ on the basis of specific personal special economic and other restrictive measures (sanctions) imposed on the relevant person. If such a claim is upheld by the HAAC, the relevant assets (which may include shares) would be recovered to the benefit of the state (i.e. resulting in a transfer of ownership to the state). As a general rule, management of such recovered assets is exercised by the State Property Fund of Ukraine, unless another state body is designated by the Cabinet of Ministers of Ukraine.

Second share freeze in relation to another investigation in connection with Bank F&C: During a routine verification of data on the Group's Ukrainian subsidiaries in the Ukrainian Companies Register carried out by the Group in March 2026, it was discovered that the Pecherskyi District Court of Kyiv issued a new arrest (freeze) of corporate rights in the Group's Ukrainian subsidiaries in connection with the Bank F&C investigation on 23 December 2025 (published on 5 March 2026).

This arrest applies to 49.5 percent of the corporate rights in the Group's Ukrainian subsidiaries. It relies on the mechanism of "Special Confiscation", a process under Ukrainian law which allows the State to seize assets directly linked to a criminal offence, including where the property is obtained as a result of the commission of the offence or income derived therefrom, property used as a tool or instrument of the offence, or property intended for financing the offence or as a reward for its commission. Special confiscation can extend to property owned by third parties, provided the owner knew or ought to have known of its origin or intended use in connection with the offence.

Execution of "Special Confiscation" requires a final court decision in the criminal proceedings but is not confined to a guilty verdict. Special confiscation may be ordered following a guilty verdict of the court; a court ruling closing the criminal proceedings on non-exonerating grounds, including release from criminal liability; or a ruling imposing criminal-law measures upon a legal entity. In each case this ruling can only occur after examination of the merits of the case, which has not yet occurred.

The arrest (freeze) does not immediately affect ownership rights but may restrict voting rights, dividend rights and the ability to transfer shares.

FAG filed an appeal on 3 April 2026 and supplemented the appeal on 18 May 2026. There was a hearing on 19 May 2026 and a further hearing was listed for 18 August 2026. That further hearing was struck out and has been relisted for 16 September 2026.

1.2.2 Enforcement proceedings relating to restrictions on certain corporate rights in principal Ukrainian operating subsidiaries in connection with claim against Mr Zhevago relating to Bank F&C personal surety

In addition to the case initiated by the DGF as described in paragraph 1.2.1 (Restrictions on certain corporate rights in all of the Group's Ukrainian subsidiaries in connection with the Bank F&C investigation) of this Appendix B, there is commercial litigation in Ukraine between the NBU and Mr Zhevago in relation to a personal surety (guarantee) given by Mr Zhevago for a loan provided by the NBU to Bank F&C prior to Bank F&C's insolvency. This claim reached a final decision of the Ukrainian courts in 2020, however the judgment debt was not satisfied by Mr Zhevago.

As a consequence of this commercial litigation involving Mr Zhevago and his unpaid debt, in September 2023 the Chief State Bailiff of the Ministry of Justice of Ukraine ("State Bailiff") issued a resolution to arrest (freeze) property of Mr Zhevago. This was stated to include 50.3 percent of the issued share capital of FYM and of FBM, which are owned by FAG. Such decision was made based on the assumption (which the Group contests) that these corporate rights are owned by Mr Zhevago.

In October 2023, FAG filed a civil claim seeking to cancel the arrest (freezing) order in relation to the shares in FYM and FBM and a motion to block the enforcement procedure initiated by the State Bailiff in relation to a potential sale of shares.

On 30 November 2023, a court of first instance in Ukraine granted FAG's motion and suspended the enforcement procedure, prohibiting the State Bailiff from taking any further actions to forcibly sell FAG's corporate rights in FYM and FBM (the "interim measures"). On 1 July 2024, the court of appeal lifted the interim measures. FAG subsequently filed an appeal to the Supreme Court of Ukraine, but this appeal was rejected on 21 May 2025. As a result, there is no current suspension of enforcement procedures and the State Bailiff may proceed with the sale of corporate rights in FYM and FBM.

In parallel with these appeals relating to suspension of enforcement, a court of first instance was considering FAG's claim to cancel the arrest (freezing) order. After several hearings in 2025, the judge closed the proceedings during a hearing on 28 May 2025, effectively refusing FAG's claim to cancel the arrest (freezing) order. This matter remains subject to appeal by FAG and is currently before the Supreme Court of Ukraine on a matter of law. By a ruling dated 14 January 2026, the case was scheduled for judicial consideration by a panel of five judges. According to the information published on the Supreme Court of Ukraine official website on 18 June 2026 one judge on the panel was replaced by another and the case was listed to be determined under the written procedure (without an oral hearing) on 24 June 2026. The Group does not have information about the outcome of this written procedure.

In addition, in August 2024 the Group became aware that the Department of State Enforcement Service of the Ministry of Justice of Ukraine (the "State Enforcement Service") had issued a resolution arresting (freezing) certain corporate rights relating to 49.3 percent of shares in FPM held by FAG. On 15 August 2024, FAG filed a claim to remove this arrest (freezing). Initially, a court of first instance refused to open the case, but this decision was overturned on 5 February 2025 following a successful appeal by FAG to the court of appeal. The NBU subsequently filed an appeal to the Supreme Court of Ukraine, which was rejected by the Supreme Court of Ukraine. The case remains ongoing and the next hearing by the Pecherskyi District Court of Kyiv, which is expected to deal with procedural matters, is scheduled for 7 September 2026.

On 17 September 2024, a new arrest (freezing) of the same 49.3 percent of shares in FPM was imposed by the State Enforcement Service. FAG filed a claim to lift the new arrest (freezing) order. On 23 October 2024, a court of first instance refused to open the case, but this decision was overturned on 16 January 2025 following a successful appeal by FAG to the court of appeal. The NBU subsequently filed an appeal to the Supreme Court of Ukraine, which was rejected by the Supreme Court of Ukraine on 19 March 2025. As a result, the decision of the court of appeal remains in force and the case was returned to the Pecherskyi District Court of Kyiv. The first court hearing took place on 16 June 2025 and on 19 June 2025 this case was merged with the first case relating to 49.3 percent of shares in FPM.

Given the relevant proceedings against Mr Zhevago relating to the personal surety have been concluded and the arrest has moved to an enforcement stage, this creates a more immediate risk of such assets being forcibly sold in the enforcement proceedings. If the enforcement processes are not interrupted, this could ultimately lead to a potential sale of shares (by way of auction) representing 50.3 percent of the issued shares in each of FYM and FBM and 49.3 percent of the issued shares in FPM, notwithstanding that they are assets of the Group and not Mr Zhevago personally.

1.2.3 Contested sureties claim

Group entities involved: FPM.

On 7 December 2022, FPM received a claim in the amount of UAH4,727 million (approximately US$105.4 million) relating to contested sureties. The counterparty, Maxi Capital, alleges that it acquired rights under certain loan agreements originally concluded between Bank F&C and various borrowers (some of which are affiliated entities of Mr Zhevago) through an assignment agreement with the State Guarantee Fund on 6 November 2020, and further claims that FPM provided sureties to Bank F&C to secure performance under these loan agreements.

A court of first instance in Ukraine made an award in favour of Maxi Capital on 9 August 2023, and this decision was upheld by the court of appeal on 26 January 2024. On 30 January 2024, FPM lodged an appeal to the Supreme Court of Ukraine. As at the Latest Practicable Date, the case is under review by the Supreme Court of Ukraine (with a united panel of judges on 20 March 2026 having decided to return the case back to the previous panel of judges for consideration). On 13 April 2026, a procedural motion of Maxi Capital to recuse the current panel of judges was denied and the proceedings were adjourned. On 1 May 2026, the court partially granted Maxi Capital's motion and expanded the panel to 17 judges. By 15 May 2026, the panel was formed but since then its composition has been changed several times due to three recusals and one replacement due to resignation. The proceedings therefore remain ongoing before the Supreme Court of Ukraine. On 15 June 2026, the Supreme Court of Ukraine denied the self-recusal applications of three judges, who subsequently issued dissenting opinions regarding the court's ruling. The next hearing is scheduled for 12 October 2026.

On 1 April 2024, the Supreme Court of Ukraine suspended possible enforcement of the appellate decision against FPM. However, on 9 May 2025 Maxi Capital filed an application with the Commercial Court of Poltava Region to initiate bankruptcy proceedings against FPM and this application was granted and bankruptcy proceedings were opened on 24 February 2026 (see further below).

Notwithstanding the two negative court decisions of the lower courts, management of the Group remains of the view that the Maxi Capital claim is without merit and FPM has compelling arguments to defend its position before the Supreme Court of Ukraine.

However, considering the magnitude of this claim and the risks associated with the judicial system in Ukraine, a full provision in the amount of UAH4,727 million (approximately US$105.4 million) was initially recorded as at the end of the financial year ended 31 December 2023, and the provision amount in UAH remained unchanged as at 31 December 2025.

If the final ruling of the Supreme Court of Ukraine is not in favour of FPM, this could have a material negative impact on the Group's business activities and its ability to continue as a going concern.

Bankruptcy proceedings against FPM

On 24 February 2026, a local court of first instance in Ukraine ruled to open bankruptcy proceedings against FPM pursuant to an application by Maxi Capital. As part of this ruling, the court has appointed an insolvency manager over FPM. This decision was made notwithstanding that the underlying contested sureties claim remains under review by the Supreme Court of Ukraine and the Supreme Court of Ukraine's order on 1 April 2024 to suspend enforcement in the contested sureties claim.

Following the official publication of FPM's bankruptcy announcement on 24 February 2026, the insolvency manager started compiling a list of creditor claims in accordance with the relevant Ukrainian regulations. FYM, Ferrexpo Finance plc ("FFP") and FAG have each submitted creditor's claims to the FPM insolvency manager. The existing FPM management team remains in place and continues to operate the business.

On 23 March 2026, the Eastern Interregional Directorate of the State Tax Service of Ukraine filed a creditor claim in the amount of UAH 3.4 billion (approximately US$75.8 million), which consists of alleged amounts in the criminal royalty case (see paragraph 1.1.1 (Underpayment of iron ore royalties claims by the State Tax Service of Ukraine and the Office of the Prosecutor General) of this Appendix B) and the criminal transfer pricing case (see paragraph 1.4.1 (Transfer pricing investigation by the State Bureau of Investigations and the ongoing criminal proceedings initiated by the Economic Security Bureau of Ukraine) of this Appendix B). On 16 April 2026, FPM submitted its objections. It is expected these objections will be considered once the case is returned from the court of appeal.

FPM filed an appeal against the decision to open bankruptcy proceedings. On 9 April 2026, FPM's appeal against the opening of bankruptcy proceedings was adjourned to 30 April 2026. On 30 April 2026, the panel of three judges declared a formal recusal from the case and a new panel of judges has since been appointed. At hearings on 26 May 2026, 2 June 2026 and 27 July 2026, the court of appeal heard the positions of the parties and adjourned the hearings. On 18 August 2026, the appeal court in Kharkiv dismissed FPM's appeal against the ruling of the Commercial Court of Poltava Region dated 24 February 2026 which opened bankruptcy proceedings against FPM. FPM filed a cassation appeal to the Supreme Court of Ukraine on 21 August 2026. The filing of an appeal (including a cassation appeal) does not suspend the ongoing bankruptcy proceedings.

The bankruptcy proceedings remain at an early stage. No preparatory hearing has been held, no material court rulings on the substance of the bankruptcy proceedings have been issued and no creditors' committee has been formed. The court is expected to decide whether to accept the creditors' claims from FYM, FFP and FAG, and also the creditors' claims from the Eastern Interregional Directorate of the State Tax Service of Ukraine (see above) and two individuals who are former minority shareholders of FPM (see paragraph 1.3.1 (Challenge of squeeze-out of FPM minority shareholders) and 1.3.2 (Second compensation claim for the squeeze-out of minority shareholders of FPM) of this Appendix B), once the case file is returned from the appellate court following the dismissal on 18 August 2026 of FPM's appeal against the opening of bankruptcy proceedings.

The Group has engaged in certain discussions with stakeholders directly linked to the contested sureties claim and continues to explore various solutions in connection with the bankruptcy proceedings relating to FPM. The complexities and challenges involved make the ability of achieving any such resolution and the timing thereof uncertain.

1.2.4 Share freeze in relation to undisclosed criminal investigation

During a routine verification of data on the Group's Ukrainian subsidiaries in the Ukrainian Companies Register carried out by the Group on 4 February 2026, it was discovered that the HAAC ordered the arrest (freeze) of corporate rights in all of the Group's Ukrainian subsidiaries, except for LLC TIS-Ruda, in a criminal proceeding to which none of the Group companies are parties.

The court order was not published in the Ukrainian State Register of Court Decisions to preserve the confidentiality of the pre-trial investigation, and none of the Group companies received any order in connection with this arrest (freeze) of corporate rights. Details of the criminal case, including the percentage of corporate rights subject to the arrest (freeze), are therefore unavailable at the Latest Practicable Date.

However, under Ukrainian law arrest (freezing) orders do not affect ownership of the relevant shares but typically prohibit their transfer and in addition may restrict the right to exercise corporate rights such as voting rights and the right to receive dividends.

1.3 Minority shareholder matters

1.3.1 Challenge of squeeze-out of FPM minority shareholders

Group entities involved: FPM.

Prior to 2019, the Group owned 99.1 percent of the issued share capital of FPM with the remaining 0.9 percent being held by third party minority investors. In 2019, the Group exercised a mandatory squeeze-out procedure under Ukrainian law to acquire the remaining 0.9 percent of the FPM shares to allow FPM to become a wholly-owned subsidiary. Following the completion of squeeze-out procedures, two former minority shareholders challenged the valuation of the shares of FPM. This valuation formed the basis for a mandatory buy-out of minority shareholders according to Ukrainian law.

On 19 September 2023, a court of first instance ruled in favour of the two former minority shareholders and decided that FPM should pay UAH136 million (approximately US$3.0 million) in aggregate to the claimants. The court of appeal upheld this decision on 21 February 2024. Following an appeal by FPM, on 3 June 2024, the Supreme Court of Ukraine cancelled both decisions and referred the case back to a court of first instance for a new hearing.

The case was heard again by the Commercial Court of Poltava Region, which ruled on 10 April 2025 that an amount of UAH136 million (approximately US$3.0 million) should be paid to the two former minority shareholders.

On 4 September 2025, a court of appeal rejected an appeal filed by FPM against this order. In September 2025, FPM filed an appeal on a matter of law to the Supreme Court of Ukraine.

On 6 October 2025, the Commercial Court of Poltava Region issued orders to enforce its decision dated 10 April 2025. On 7 October 2025, a private bailiff in Ukraine - acting upon the application of one of the two former FPM minority shareholders - opened enforcement proceedings and froze property of FPM to recover funds from FPM in the amount of UAH84 million (approximately US$1.9 million). Subsequently, on 8 October 2025, the private bailiff was able to freeze bank accounts of FPM in an attempt to recover the funds.

On 28 October 2025, the Supreme Court of Ukraine decided to open appeal proceedings on a matter of law and scheduled a court hearing for 19 November 2025 suspending the enforcement of the previous decisions. This means that those previous decisions cannot be enforced until the Supreme Court of Ukraine has finished its review. On 17 December 2025, the Supreme Court of Ukraine issued a ruling granting the cassation appeal (i.e. an appeal on a point of law) of FPM in the case of former minority shareholders of FPM. The Supreme Court of Ukraine decided to return the case to a court of first instance for a new consideration. As a result of the Supreme Court of Ukraine decision, the enforcement proceedings were closed and the freezing of FPM bank accounts by the private bailiff was cancelled. On 26 March 2026 the materials of the case were transferred for consideration in bankruptcy proceedings against FPM. See further paragraph 1.2.3 (Contested sureties claim) of this Appendix B.

The Group recorded a full provision in the amount of UAH136 million (approximately US$3.0 million) for the claimed compensation which was initially recorded as at the end of the financial year ended 31 December 2023, and the provision amount in UAH remained unchanged as at 31 December 2025.

1.3.2 Second compensation claim for the squeeze-out of minority shareholders of FPM

Group entities involved: FPM.

On 28 August 2025, the Commercial Court of Poltava Region received a statement of claim from nine claimants seeking compensation for shares of FPM acquired in the squeeze-out procedure in the total amount of approximately UAH58 million (approximately US$1.3 million).

On 14 October 2025, the court suspended proceedings in this case pending the final decision by the Supreme Court of Ukraine in the related legal matter described above. See further paragraph 1.3.1 (Challenge of squeeze-out of FPM minority shareholders) of this Appendix B.

1.3.3 Claim in respect of a share sale and purchase agreement for a 40.19 percent stake in FPM

Group entities involved: FPM and FAG.

In 2020, the Kyiv Commercial Court reopened court proceedings in relation to historic shareholder litigation.

This historic shareholder litigation started in 2005, when a former shareholder in FPM brought proceedings in the Ukrainian courts seeking to invalidate a share sale and purchase agreement concluded in 2002 pursuant to which a 40.19 percent stake in FPM was sold to nominee companies that were previously ultimately controlled by Mr Zhevago, amongst other parties (the "2002 SPA"). After a long period of litigation, all historic claims were fully dismissed in 2015 by the Higher Commercial Court of Ukraine.

In January and February 2021, claims were filed by former shareholders in FPM seeking to invalidate the 2002 SPA. Those claims were similar to the previous claims made back in 2005. In May 2021, the Kyiv Commercial Court ruled in favour of FAG but this decision was subsequently overturned by the court of appeal which ruled in favour of the claimants. On 19 April 2023, the Grand Chamber of the Supreme Court of Ukraine ruled in favour of FAG.

In May 2023, the National Anti-Corruption Bureau of Ukraine ("NABU") and the Specialised Anti-Corruption Prosecutor's Office ("SAPO") accused the Head of the Supreme Court of Ukraine of bribery. These allegations made reference to the above ruling made by the Supreme Court of Ukraine on 19 April 2023 and Mr Zhevago. Investigations by NABU and SAPO were carried out into the conduct of the former Head of the Supreme Court of Ukraine and a lawyer who allegedly acted as the intermediary in the alleged bribery. On 3 August 2023, NABU announced that Mr Zhevago had been issued with a notice of suspicion in NABU's and SAPO's investigation.

The Group understands that, on 8 June 2026, the HAAC approved a plea agreement between SAPO and the former Head of the Supreme Court of Ukraine in connection with these allegations, under which the former Head of the Supreme Court of Ukraine admitted guilt, was sentenced to a term of imprisonment, agreed to the confiscation of certain assets and to make a payment in support of Ukraine's military.

The Group also understands that the lawyer accused of acting as an intermediary in the alleged bribery reached a plea agreement with the Ukrainian authorities and that investigations involving other judges of the Supreme Court of Ukraine are ongoing.

On 9 June 2026, it was publicly announced that Mr Zhevago had been issued with a summons by NABU to appear on 16 June 2026 to receive the indictment and case materials in connection with these allegations. The Group understands that the Ukrainian authorities subsequently sent the indictment to the HAAC.

A verdict from the HAAC that a judge has received a bribe for the favourable decision in the share dispute case (which verdict remains valid after any potential appeal), may entitle the claimants in the share dispute case to apply to the Supreme Court of Ukraine to review the ruling made by the Supreme Court of Ukraine on 19 April 2023. According to records at UK Companies House, all four claimants are currently subject to liquidation or dissolution proceedings.

If the share dispute case were to be reviewed by the Grand Chamber of the Supreme Court of Ukraine once again, based on advice from Ukrainian legal counsel, management remains of the view that FAG has compelling legal arguments to defend its position. However, more general concerns surrounding the independence of the judicial system and its immunity from economic and political influences in Ukraine means there remains a residual risk of a negative outcome.

No allegations have been made directly against the Group in connection with the alleged bribery, nor have any notices of suspicion been served on any employees of the Group relating to the alleged bribery, and it is currently not possible to anticipate future developments in this case with any certainty.

1.3.4 Restrictions imposed by Swiss Office of the Attorney General over FAG shares

On 13 February 2026, the Swiss Office of the Attorney General issued a provisional order to the management bodies of FAG to prohibit FAG from issuing new shares and from consenting to the sale or transfer of existing shares in FAG.

The proceedings are based on a request for legal assistance from NABU to Switzerland made on 4 November 2025. The request for legal assistance states that the proceedings are based on the suspicion that Mr Zhevago, with the assistance of his lawyer, granted an unlawful advantage to the former president of the Supreme Court of Ukraine, in order to influence proceedings in the above-mentioned claim relating to the share sale and purchase agreement for a 40.19 percent stake in FPM.

On 26 February 2026, FAG filed an appeal to the Swiss Federal Criminal Court against the aforementioned restrictions, which remains ongoing. As at the Latest Practicable Date, the appeal process is still ongoing with each party having made submissions to the court.

1.4 Tax and transfer pricing matters

1.4.1 Transfer pricing investigation by the State Bureau of Investigations and the ongoing criminal proceedings initiated by the Economic Security Bureau of Ukraine

Group entities involved: FPM & FYM.

Currently, there is one investigation by the SBI in criminal matters which relates to transfer pricing. The other ongoing criminal proceedings initiated by the ESBU on transfer pricing matters are disclosed in paragraph 1.1.1 (Underpayment of iron ore royalties claims by the State Tax Service of Ukraine and the Office of the Prosecutor General) of this Appendix B.

SBI case (№ 4201800000002320 dated 19 September 2018) (2014-2017 financial years)

In 2024, the SBI started investigating the same transfer pricing matters as the ESBU, albeit with a wider scope additionally encompassing: i) 2014 financial year; ii) money laundering; iii) additional persons, including FYM, management of FPM and Mr Zhevago, who is considered by authorities in Ukraine to be the Company's ultimate beneficial owner.

The reason why the same matters are the subject of criminal investigation by the SBI and subject of criminal proceedings initiated by the ESBU is unknown.

FPM was notified about the SBI criminal proceedings in October 2024 after the SBI obtained the ruling of Pecherskyi District Court of Kyiv dated 12 September 2024 granting it temporary access to the documents of FPM.

As at the Latest Practicable Date, FPM has no additional information on the scope of the investigation or the anticipated next steps.

1.4.2 Transfer pricing tax disputes with the State Tax Service of Ukraine

Group entities involved: FPM & FYM.

Following the completion of two transfer pricing audits in Ukraine by the State Tax Service of Ukraine, the Group's two major subsidiaries received claims from the State Tax Service of Ukraine in the aggregate amounts of UAH2,162 million (approximately US$48.2 million), including fines and penalties, and UAH259 million (approximately US$5.8 million), excluding fines and penalties.

The Group remains of the view that the terms of its cross-border transactions comply with applicable legislation in the relevant jurisdictions.

FPM

On 28 February 2024, a court of first instance opened a case in relation to the claim filed by FPM to challenge tax notification decisions dated 27 November 2023. On 30 July 2025, the court ordered an expert to conduct a judicial economic examination and suspended the proceedings. The tax authority filed an appeal against this order, which was rejected by the court of appeal on 22 October 2025. The case materials have since been transferred to the expert institution for examination. The expert examination is anticipated to take between six months and two years, depending on the workload of the expert institution. During the expert examination period, the court proceedings remain suspended.

FYM

On 7 May 2024, a court of first instance opened a case in relation to the lawsuit filed by FYM. On 30 October 2025, the court ordered an expert to conduct a judicial economic examination and suspended the proceedings. The tax authority filed an appeal. On 3 February 2026, the court of appeal rejected the appeal of the tax authority. The case materials have since been transferred to the expert institution. The expert examination is anticipated to take between six months and two years. During the expert examination period, the court proceedings remain suspended.

On 9 June 2026, the court of first instance ordered the resumption of proceedings. At a hearing on 8 July 2026, the court of first instance ordered a judicial economic examination and suspended the proceedings. On 24 July 2026, the tax authority filed an appeal against the ruling dated 8 July 2026. The hearing of the appeal is scheduled for 16 September 2026. The case is expected to remain suspended until the court order is cancelled by the court of appeal or until the court received the results of the economic examination.

1.4.3 VAT disputes with the State Tax Service of Ukraine

Group entities involved: FPM, FYM & FBM.

Following the personal sanctions imposed by Ukrainian authorities on Mr Zhevago on 12 February 2025, the Group's subsidiaries in Ukraine have not been receiving VAT refunds since March 2025.

From March 2025, FPM and FYM started to receive on a monthly basis notifications from the State Tax Service of Ukraine ("STS") of a decision to suspend the VAT refunds for each month when VAT was claimed for refund.

FPM filed claims against the STS in relation to the suspended VAT refunds for the months of January to December 2025 (inclusive) and February 2026. FYM filed claims against the STS in relation to the suspended VAT refunds for January, February, March, April, May, July and November 2025.

On 11 February 2026, FPM received its first favourable decision from the Supreme Court of Ukraine in relation to the VAT refund for the month of February 2025 only for UAH230 million (approximately US$5.1 million). However, as at the Latest Practicable Date, no VAT amount has been refunded to FPM by the State Treasury Service of Ukraine. FPM has filed a claim seeking recovery of this VAT amount. On 28 July 2026 the court of first instance satisfied FPM's claim to recover this VAT amount from the State Treasury Service of Ukraine. The State Treasury Service of Ukraine may file an appeal.

In FPM and FYM litigations in relation to VAT refunds for other months, the courts of first instance (and in certain cases the courts of appeal) made favourable decisions (with the exception of a single unfavourable decision against FYM's claim concerning the July 2025 VAT refund); however, these matters have not yet been subject to review by the Supreme Court of Ukraine.

Several decisions of the court of first instance to satisfy FPM's and FYM's claims in relation to the VAT refunds, were cancelled on appeal from the tax authority. Those decisions related to VAT refunds for the following periods:

· FPM: January, April, May and June 2025; and

· FYM: February, March and May 2025.

The Group is continuing to progress various claims in the Ukrainian courts relating to VAT refunds for FPM and FYM.

It is reasonably expected that VAT refunds could potentially resume only following the lifting of personal sanctions imposed on Mr Zhevago or when Ukrainian authorities comply with final favourable court decisions or if the Tax Code is amended to remove such restriction. As at 31 December 2025, VAT refunds in the aggregate amount of UAH2,599 million (approximately US$61.3 million) were suspended by the STS. Following the continuation of suspension of VAT refunds into 2026, as at 30 June 2026, the Group's net VAT receivable balance in Ukraine had increased to US$88.0 million net of allowances of US$12.4 million (subject to adjustment as part of the half-year accounts review). Of this amount, as at 3 August 2026, US$86.9 million had been claimed for refund from the Ukrainian tax authorities for the period from January 2025 to June 2026, and US$84.3 million of the refunds (representing the period from January 2025 to May 2026) were refused by the tax authorities in Ukraine because of the association of the Group with Mr Zhevago as a consequence of personal sanctions imposed on Mr Zhevago by the Ukrainian authorities. The absence of VAT refunds has had and continues to have a material impact on the Group's cash flow generation and available liquidity and, as a consequence, on the Group's ability to continue as a going concern.

Separately, in 2023, FBM received notifications from the Ukrainian tax authorities suspending VAT refunds for July and August 2023, in an aggregate amount of UAH40.1 million (approximately US$0.9 million). The Supreme Court of Ukraine ruled in favour of FBM in November 2024 (for the July 2023 VAT refund) and in January 2025 (for the August 2023 VAT refund); however, the VAT has not yet been refunded to FBM, and the Group does not have information on when this amount will be refunded (if at all).

1.4.4 Penalty for breach of statutory settlement deadlines

FPM supplies iron ore pellets and concentrate under intra-group supply agreements. It also imports certain equipment from foreign suppliers for use in its operations.

Following the Russian invasion of Ukraine on 24 February 2022, the Ukrainian government introduced Martial Law. The NBU subsequently imposed significant currency control restrictions, including reducing the maximum settlement period for invoices under export and import contracts. Failure to comply with these settlement deadlines may result in a Penalty. Penalties accrue daily until the relevant underlying debt is settled or the relevant goods or equipment are supplied, but are capped at an amount equal to the total underlying debt.

In July 2026, the tax authority conducted an unscheduled documentary review (conducted without an on-site inspection), to assess FPM's compliance with currency control regulations relating primarily to the period between 1 July 2021 and 31 December 2025. Following the review, the tax authority issued the Report assessing the Penalty against FPM in the total amount of approximately UAH35.3 billion (approximately US$787.1 million).

The assessed Penalty comprises: (i) approximately UAH34.4 billion (approximately US$767.0 million) relating to 10 export contracts; and (ii) approximately UAH885.5 million (approximately US$19.7 million) relating to 10 import contracts.

FPM considers the review irregular on the grounds that it was conducted with multiple procedural violations and that the tax authority failed to consider relevant factual circumstances, including arbitration awards under seven export contracts. Those awards procedurally preclude the imposition of Penalties in respect of those contracts, which account for the majority of the Penalties assessed.

On 4 August 2026, FPM filed formal objections with the tax authority. Following consideration of FPM's objections to the Report, a new unscheduled on-site tax audit is scheduled to commence on 14 September 2026. The new audit will cover the circumstances and documents submitted with the objections to the Report. In particular, it will re-audit all contracts under which arbitration awards were issued. Depending on the outcome of the re-audit, FPM intends to challenge any resulting TNDs.

Pending the outcome of the administrative and/or judicial review process, the liabilities set out in the TNDs remain unconfirmed and unenforceable, and no enforcement measures may be taken in respect of the Penalty.

1.5 Media and defamation matters

1.5.1 Claim by Maxi Capital Group relating to alleged dissemination of inaccurate information in media publications

Group entities involved: Ferrexpo plc.

On 5 April 2024, Maxi Capital Group LLC filed a lawsuit against the Company, Ukrainian News Information Agency LLC, Kartel PJSC, Apostrof TV LLC, and Internet Invest LLC seeking recognition of certain information published by the defendants on 20 March 2024 relating to the Maxi Capital litigation against FPM as unreliable and an order for its refutation. See further paragraph 1.2.3 (Contested sureties claim) of this Appendix B.

On 19 November 2024, a court of first instance ruled against the Company. No monetary fine was imposed; however, the court instructed the Company to publicly refute the dissemination of the information across all media in which it had been published. On 20 December 2024, the Company filed an appeal and on 24 July 2025 the court of appeal dismissed the Company's appeal.

On 13 August 2025, the Company filed an appeal on a matter of law with the Supreme Court of Ukraine. On 5 November 2025, the Supreme Court of Ukraine rejected the Company's appeal on a matter of law, and the case has now been closed.

1.6 International treaty claims

1.6.1 Breaches of UK-Ukraine BIT and the Swiss-Ukraine BIT

As a result of the actions and conduct of Ukraine including in relation to some of these proceedings detailed above, which are considered by the Group to constitute breaches of Ukraine's obligations under international investment agreements in place, namely the UK-Ukraine BIT and the Swiss-Ukraine BIT, the Company and FAG sent to the Government of Ukraine on 19 March 2025 a formal written notification of potential claims under the UK-Ukraine BIT and the Swiss-Ukraine BIT. These obligations include to accord Ferrexpo's investment fair and equitable treatment and not to impair by unreasonable or discriminatory measures the management, maintenance, use, enjoyment or disposal of Ferrexpo's investment. The purpose of the notification was to explain how Ukraine's actions constitute breaches of Ukraine's obligations under the UK-Ukraine BIT and Swiss-Ukraine BIT, to request that Ukraine procure the lifting and cessation of the unlawful actions, and to request the Government of Ukraine to enter into negotiations.

APPENDIX C

Summary Unaudited Results for the six months ended 30 June 2026

This Appendix C contains summary unaudited, consolidated financial information for the six months ended 30 June 2026. The financial information is unaudited and remains subject to completion of Group's auditors' review procedures, approval by the Company's Audit Committee and the Board.

The summary unaudited consolidated financial information has been prepared on a going concern basis. That basis of preparation is dependent upon the successful completion of the Fundraise. As at the date of this Announcement, there can be no certainty that the Fundraise will be completed and, if it is not completed, the financial information set out below may change materially.

The financial information is condensed, has been prepared solely for the purposes of this Announcement and does not include all of the information and disclosures required in a half-yearly financial report. Neither this Appendix C nor this Announcement constitutes a half-yearly financial report for the purposes of DTR 4.2.2R or DTR 4.2.3R, or statutory accounts within the meaning of the Companies Act 2006.

The comparative financial information for the six months ended 30 June 2025 has been extracted from the Group's unaudited consolidated financial statements for that period.

As at the date of this Announcement there can be no certainty that the Group will be successful in executing the Fundraise. If the Group does not execute the Fundraise then the results set out below may change materially.

Summary - consolidated interim income statement

The following table sets out a condensed summary of the Group's unaudited income statement for the six months ended 30 June 2026 and 2025, both prepared on a going concern basis:

(Rounded to the nearest US$ million, unless otherwise stated)	HY 2026	HY 2025	Change
Total sales volume (mt)	1.5	3.8	(62%)
Iron ore fines price (US$/t Fe 65%)	121	113	7%
Revenue	196	453	(57%)
Total production volume (mt)	1.6	3.4	(54%)
C1 cash costs (US$/t)	81.3	77.1	5%
C4 cash costs (US$/t)	59.9	51.9	15%
Write offs and impairment losses	-	(154)	(100%)
Operating foreign exchange gains/(losses)	38	(7)	(620%)
Operating profit/(loss)	22	(194)	(111%)
Non-operating foreign exchange (losses)/gains	(25)	8	(431%)
Income tax expense	(5)	(9)	(46%)
Loss for the period	(11)	(196)	(95%)
Diluted loss per share (cents)	(1.8)	(33.3)	(95%)

Key figures - consolidated interim statement of financial position

The following table sets out key balances from the Group's unaudited consolidated statement of financial position as at 30 June 2026 and 2025, both prepared on a going concern basis:

(Rounded to the nearest US$ million)	HY 2026	HY 2025	Change
Total assets, including	883	983	(100)
Property, plant and equipment	516	576	(60)
Inventories	135	156	(21)
Trade and other receivables	44	64	(20)
Other taxes recoverable and prepaid	91	61	30
Cash and cash equivalents	30	52	(22)
Total liabilities, including	237	243	(6)
Lease liabilities	9	3	6
Trade and other payables	35	42	(7)
Income taxes payable	23	18	5
Provision for legal disputes	108	117	(9)
Equity attributable to equity holders of Ferrexpo plc	646	740	(94)

Net cash position	21	50	(29)

Summary - consolidated interim statement of cash flow

The following table sets out a condensed summary of the Group's unaudited statement of cash flow for the six months ended 30 June 2026 and 2025, both prepared on a going concern basis:

(Rounded to the nearest US$ million)	HY 2026	HY 2025	Change
Underlying EBITDA	(4)	4	(202%)
Working capital outflow	(20)	(24)	(20%)
Income tax paid	-	(3)	(84%)
Other (including non-cash forex effects)	-	(1)	(119%)
Net cash outflow from operating activities	(24)	(24)	-
Capital investment	(10)	(28)	(66%)
Debt repayments (leases)	(2)	(2)	-
Other (including translation difference)	8	-	1,062%
Cash and cash equivalents	30	52	(42%)
Lease liabilities	(9)	(2)	232%
Net cash position	21	50	(55%)

Alternative Performance Measures

When assessing and discussing the Group's reported financial performance, financial position and cash flows, management may refer to APMs that are not defined or specified under the IFRS. APMs are not uniformly defined by all companies, including those in the Group's industry. Accordingly, the APMs used by the Group may not be comparable with similarly titled measures and disclosures made by other companies. APMs should be considered in addition to, and not as a substitute for or as superior to, measures of financial performance, financial position or cash flows reported in accordance with the IFRS. Ferrexpo refers to the following APMs in this Announcement: Underlying EBITDA and C1 and C4 cash costs.

Underlying EBITDA

The Group calculates the Underlying EBITDA as profit before tax and finance plus depreciation and amortisation, net gains and losses from disposal of investments and property, plant and equipment, effects from share-based payments, write-offs and impairment losses, operating foreign exchange gains/losses and exceptional items. The Underlying EBITDA is presented because it is a useful measure for evaluating the Group's ability to generate cash and its operating performance. Reconciliation to closest IFRS equivalent:

(Rounded to the nearest US$ million, unless otherwise stated)	HY 2026	HY 2025	Change
Underlying EBITDA	(4)	4	(8)
Gains on disposal and liquidation of property, plant and equipment	2	-	2
Share-based payments	-	-	-
Allowance on overdue VAT receivable balances	-	-	-
Write-offs and impairments	-	(154)	154
Depreciation and amortisation	(14)	(36)	22
Operating foreign exchange gains/(losses)	38	(7)	45
Profit/(loss) before tax and finance	22	(193)	215

C1 and C4 cash costs

Non-financial measure representing the cash cost of producing iron ore pellets and concentrate from the Group's own ore, calculated as total cash production costs divided by the volume of own iron ore pellets and concentrate produced. C1 and C4 cash costs exclude non-cash items such as depreciation and inventory movements, as well as costs related to purchased ore and concentrate. The Group presents C1 and C4 cash cost of production as management believes these measures provide a meaningful indicator of operational efficiency and cost competitiveness when compared with industry peers. Reconciliation to closest IFRS equivalent:

(Rounded to the nearest US$ million, unless otherwise stated)	HY 2026	HY 2025	Change
C1 cash costs	113	167	(54)
Non-C1 cost components	(11)	45	(56)
Inventories recognised as an expense upon sale of goods	102	212	(110)
Own ore produced (mt)	1.4	2.2	(0.8)
C1 cash cost per tonne (US$)	81.3	77.1	4.2

C4 cash costs	9	71	(62)
Non-C4 cost components	4	15	(11)
Inventories recognised as an expense upon sale of goods	13	86	(73)
Own concentrate produced (mt)	0.2	1.2	(1.0)
C4 cash cost per tonne (US$)	59.9	51.9	8.0

Note: Following the sharp increase of the volume of concentrate produced in the first half of 2025, the computation of the C1 cash cost per tonne was amended so that only the costs related to the pellet production are divided by the volume of produced pellets. Considering the further increase of the concentrate production, the computation of C1 cash cost per tonne of the comparative period, when the total production costs were divided by the volume of produced pellets, was aligned to the adjusted computation in 2025, in which production costs are split for pellets and concentrate produced and divided by the respective production volumes.

APPENDIX D

TERMS AND CONDITIONS OF THE PLACING FOR INVITED PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS ("QUALIFIED INVESTORS") WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"); AND (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WITHIN THE MEANING OF PARAGRAPH 15 OF SCHEDULE 1 OF THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 (THE "POATR"), WHO ARE ALSO: (I) PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER; OR (III) PERSONS TO WHOM THEY MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON (I) IN ANY MEMBER STATE OF THE EEA, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS; AND (II) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS ONLY AVAILABLE TO (I) IN ANY MEMBER STATE OF THE EEA, QUALIFIED INVESTORS; AND (II) IN THE UNITED KINGDOM, RELEVANT PERSONS, AND WILL ONLY BE ENGAGED IN WITH SUCH PERSONS.

PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. PERSONS (INCLUDING, WITHOUT LIMITATION, NOMINEES AND TRUSTEES) DISTRIBUTING THIS ANNOUNCEMENT SHOULD SEEK APPROPRIATE ADVICE BEFORE TAKING ANY SUCH ACTION. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.

THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE OR FORM PART OF AN OFFER FOR SALE OR SUBSCRIPTION OF, OR THE SOLICITATION OF AN OFFER TO ACQUIRE OR SUBSCRIBE FOR, ANY SECURITIES IN THE COMPANY IN ANY JURISDICTION INCLUDING, WITHOUT LIMITATION, THE UNITED STATES OR ANY OTHER RESTRICTED TERRITORY (AS DEFINED BELOW). THERE WILL BE NO PUBLIC OFFER OF THE PLACING SHARES IN THE UNITED KINGDOM, THE UNITED STATES, ANY OTHER RESTRICTED TERRITORY OR ELSEWHERE.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF, ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED, TAKEN UP, EXERCISED, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN, INTO OR IN THE UNITED STATES ABSENT REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING IS BEING MADE (A) OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" AS DEFINED IN, AND PURSUANT TO, REGULATION S UNDER THE SECURITIES ACT AND (B) IN THE UNITED STATES ONLY TO PERSONS REASONABLY BELIEVED TO BE "QUALIFIED INSTITUTIONAL BUYERS" AS DEFINED IN RULE 144A OF THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

Defined terms used in this Appendix are set out in Appendix E of this Announcement.

This Announcement, and the information contained herein, is restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, to persons in or into the United States, Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction in which the release, publication or distribution of this Announcement and/or an offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, the Placing Shares is unlawful (each a "Restricted Territory"). The release, publication or distribution of this Announcement and the Placing and/or the offer or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Panmure Liberum Limited ("Panmure Liberum") or Peel Hunt LLP ("Peel Hunt" and, together with Panmure Liberum, the "Joint Bookrunners") or any of their respective Affiliates or any of its or their respective directors, officers, partners, employees, agents or advisers (collectively "Representatives") which would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required.

All offers of the Placing Shares will be made pursuant to an exemption under the EU Prospectus Regulation or the POATR, as applicable, from the requirement to produce a prospectus.

This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA") does not apply.

The Placing Shares have not been approved and will not be approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is unlawful.

Subject to certain exceptions, the securities referred to in this Announcement may not be offered or sold in any Restricted Territory or to, or for the account or benefit of, a citizen or resident, or a corporation, partnership or other entity created or organised in or under the laws of a Restricted Territory.

This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by either Joint Bookrunner, any of its Affiliates, any of its or their respective Representatives or any person acting on behalf of any of them as to or in relation to, the accuracy, completeness or sufficiency of this Announcement or any other written or oral information made available to or publicly available to any party or its advisers, and any liability therefore is expressly disclaimed.

Each Joint Bookrunner is acting exclusively for the Company and no-one else in connection with the Placing and is not, and will not be, responsible to anyone (including the Placees) other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement.

None of the Company nor either Joint Bookrunner nor any of their respective Affiliates nor any of its or their respective Representatives nor any person acting on behalf of any of them makes any representation or warranty, express or implied, to any Placees regarding any investment in the securities referred to in this Announcement under the laws applicable to such Placees. Each Placee should consult with its own advisers as to legal, tax, business, financial and related aspects of an investment in the Placing Shares.

Persons who are invited to and who choose to participate in the Placing (and any person acting on such person's behalf) by making an oral or written offer to subscribe for Placing Shares, including any individuals, funds or others on whose behalf a commitment to subscribe for Placing Shares is given (the "Placees") will (i) be deemed to have read and understood this Announcement in its entirety; and (ii) be participating and making such offer and subscribing for Placing Shares on the terms and conditions contained in this Appendix (the "Terms and Conditions"), including being deemed to be providing (and shall only be permitted to participate in the Placing on the basis that they have provided) the representations, warranties, undertakings, agreements, acknowledgments, confirmations and indemnities contained in this Appendix.

In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges that:

1. it will subscribe for, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

2. if it is in a member state of the EEA, it is a Qualified Investor;

3. if it is in the United Kingdom, it is a Relevant Person;

4. it is subscribing for Placing Shares for its own account or is subscribing for Placing Shares for an account of one or more other persons with respect to which it exercises sole investment discretion, it has full power and authority to make and does make the representations, warranties, undertakings, agreements, acknowledgments and indemnities contained in this Appendix for its own account and on behalf of each such account, as applicable;

5. if it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation or Regulation 7(4) of the POATR (as applicable) (i) any Placing Shares subscribed for by it in the Placing will not be subscribed for on a non-discretionary basis on behalf of, nor will they be subscribed for with a view to their offer or resale to, persons in any member state of the EEA or to which the EU Prospectus Regulation otherwise applies other than to Qualified Investors, or persons in the United Kingdom other than to Relevant Persons, or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale; or (ii) where Placing Shares have been subscribed for by it on behalf of persons in any member state of the EEA other than Qualified Investors, or in the United Kingdom other than Relevant Persons, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation or the POATR (as applicable) as having been made to such persons; and

6. it is and, at the time the Placing Shares are subscribed for, will be, (i) outside the United States and subscribing for the Placing Shares in an "offshore transaction" as defined in, and pursuant to, Regulation S under the Securities Act ("Regulation S"); or (ii) (a) a "qualified institutional buyer" as defined in Rule 144A of the Securities Act (a "QIB") that has executed and delivered, or will execute and deliver, a US Investor Letter; and (b) subscribing for the Placing Shares pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, acknowledging that the Placing Shares have not been, and will not be, registered under the Securities Act or with any state or other jurisdiction of the United States; and

7. the Company and the Joint Bookrunners will rely upon the truth and accuracy of, and compliance with, the foregoing representations, warranties, undertakings, agreements and acknowledgements in addition to those described elsewhere in this Appendix.

Bookbuild

Following this Announcement, the Joint Bookrunners will commence the Bookbuild to determine demand for participation in the Placing by Placees. No commissions will be paid to Placees or by Placees in respect of any Placing Shares. The book will open with immediate effect. Members of the public are not entitled to participate in the Placing. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.

The Joint Bookrunners and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.

Details of the Placing Agreement and of the Placing Shares

Panmure Liberum and Peel Hunt are acting as joint global coordinators and joint bookrunners in connection with the Placing. The Joint Bookrunners are not acting for the Company with respect to the Subscription.

The Joint Bookrunners have today entered into an agreement with the Company (the "Placing Agreement") under which, subject to the conditions set out therein, each Joint Bookrunner has severally (and not jointly nor jointly and severally) agreed, each as agent for and on behalf of the Company, to use its reasonable endeavours to procure subscribers for the Placing Shares alongside the Cornerstone Investor in such number and at a price of 16.5 pence per Placing Share (the "Issue Price"). The timing and closing of the book and allocations are at the discretion of the Company and the Joint Bookrunners. Details of the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuild. The Fundraise is not underwritten.

The total number of shares to be issued pursuant to the Fundraise shall not exceed 460,475,966 Ordinary Shares, representing approximately 74.99 per cent. of the Company's existing issued Ordinary Share capital. The Company reserves the right (upon agreement with the Joint Bookrunners) to increase (or to reduce) the amount to be raised pursuant to the Placing.

The Placing will be effected by way of a placing of New Ordinary Shares for cash consideration. The New Ordinary Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares after the date of issue. The New Ordinary Shares will be issued free of any encumbrances, liens or other security interests.

Admission

The New Ordinary Shares will be admitted to listing in the equity shares (commercial companies) category of the Official List of the FCA (the "Official List") and an application will be made to London Stock Exchange plc (the "London Stock Exchange") for admission of the New Ordinary Shares to trading on its main market for listed securities (together, "Admission"). It is expected that Admission will become effective at 8.00 a.m. (London time) on 22 September 2026 or such later time and date (being not later than 8.00 a.m. (London time) on 30 September 2026) as the Joint Bookrunners and the Company may agree.

Participation in, and principal terms of, the Placing

1. The Joint Bookrunners are arranging the Placing severally (and not jointly nor jointly and severally) as agents of the Company.

2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by either Joint Bookrunner. Each Joint Bookrunner and its Affiliates are entitled to enter bids in the Bookbuild as principal.

3. The Bookbuild, if successful, will establish the number of Placing Shares to be issued at the Issue Price. The results of the Placing will be announced to a Regulatory Information Service following the completion of the Bookbuild (the "Placing Results Announcement").

4. To bid in the Bookbuild, prospective Placees should communicate their bid by telephone or in writing to their usual sales contact at either of the Joint Bookrunners. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Issue Price. Other than in respect of the Cornerstone Investor who is subject to the terms of the Cornerstone Undertaking, bids may be scaled down on the basis referred to in paragraph ‎8 below. The Joint Bookrunners reserve the right not to accept bids or to accept bids in part rather than in whole. The acceptance of the bids shall be at the Company's and the Joint Bookrunners' absolute discretion.

5. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and, except with the consent of the relevant Joint Bookrunner, will not be capable of variation or revocation after the time at which it is submitted. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the relevant Joint Bookrunner, to pay the relevant Joint Bookrunner (or as it may direct), as agent of the Company, in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares that such Placee has agreed to subscribe for. Each Placee's obligations will be owed to the Company and the relevant Joint Bookrunner. The Company shall, conditional on Admission, allot such Placing Shares to each Placee following each Placee's payment to the relevant Joint Bookrunner of such amount.

6. The Bookbuild is expected to close no later than 7.00 a.m. (London time) on 4 September 2026, but may be closed earlier or later at the discretion of the Joint Bookrunners. The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.

7. Each prospective Placee's allocation will be agreed between the Company and the Joint Bookrunners and will be confirmed to prospective Placees orally or in writing by the relevant Joint Bookrunner, acting as agent of the Company, following the close of the Bookbuild and an electronic contract note or trade confirmation will be dispatched as soon as possible thereafter. Subject to paragraph ‎5 above, the relevant Joint Bookrunner's oral or written confirmation to such prospective Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of such Joint Bookrunner and the Company, under which such Placee agrees to subscribe for the number of Placing Shares allocated to it and to pay the Issue Price for each such Placing Share on the Terms and Conditions and in accordance with the Company's articles of association/constitutional documents and each Placee will be deemed to have read and understood this Announcement (including the Appendices) in its entirety.

8. Subject to paragraphs ‎4 and ‎7 above, the Company will agree with the Joint Bookrunners the identity of the Placees and the basis of allocation of the Placing Shares and, other than in respect of the Cornerstone Investor who is subject to the terms of the Cornerstone Undertaking, may scale down any bids for this purpose on such basis as it may determine. Notwithstanding paragraphs 4 and 7 above, Placing Shares may be allocated (i) after the Bookbuild has closed to any person submitting a bid after that time; and (ii) after the time of any initial allocation to any person submitting a bid after that time. The acceptance of bids shall be at the absolute discretion of the Joint Bookrunners, as agent of and subject to agreement with the Company.

9. Except as required by law or regulation, no press release or other announcement will be made by either Joint Bookrunner or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

10. Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be subscribed for pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and settlement".

11. All obligations under the Bookbuild and the Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing Agreement".

12. By participating in the Bookbuild, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee after confirmation (oral or otherwise) by either Joint Bookrunner.

13. To the fullest extent permissible by law, neither Joint Bookrunner nor any of its Affiliates nor any of its or their respective Representatives nor any person acting on behalf of any of them shall have any responsibility or liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in connection with the Placing, the Placing Shares or otherwise. In particular, neither Joint Bookrunner nor any of its Affiliates nor any of its or their respective Representatives nor any person acting on behalf of any of them shall have any responsibility or liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners' conduct of the Bookbuild or of such alternative method of effecting the Placing as each of the Joint Bookrunners, its Affiliates and the Company may agree.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The obligations of the Joint Bookrunners under the Placing Agreement are conditional on certain conditions, including (but not limited to):

(a) the terms of placing (the "Terms of Placing") having been executed by the Company and the Joint Bookrunners;

(b) the publication by the Company of the Placing Results Announcement to a Regulatory Information Service as soon as reasonably practicable following the execution of the Terms of Placing;

(c) the passing of the Resolutions (without amendment, save for any minor, typographical or clarificatory amendment(s)) at the General Meeting on the General Meeting Date (or such later time and date as the Company and the Joint Bookrunners may agree in writing) and such Resolutions remaining in full force and effect;

(d) the Company not being in breach of any of its obligations and undertakings under the Placing Agreement which fall to be performed or satisfied prior to Admission, save to the extent that such breach, in the opinion of the Joint Bookrunners (acting jointly and in good faith), is not, individually or in the aggregate, material;

(e) each of the representations and warranties given by the Company contained in the Placing Agreement being true, accurate and not misleading: (i) as at and on the date of the Placing Agreement; (ii) as at the time of the execution of the Terms of Placing; (iii) immediately prior to publication of the Circular; (iv) as at and on the General Meeting Date; and (v) as at and on Admission, in each case, as though they had been given and made at such times and on such dates by reference to the facts and circumstances then existing, save to the extent, in the opinion of the Joint Bookrunners (acting jointly and in good faith), is not, individually or in the aggregate, material;

(f) subject to the passing of the Resolutions, the Company having allotted, subject only to Admission, (i) the Placing Shares in accordance with the Placing Agreement; and (ii) the Subscription Shares in accordance with the Subscription Agreement;

(g) (i) the Cornerstone Undertaking remaining in full force and effect, not having lapsed or been terminated (or been the subject of a notice of termination) or amended (except with the prior written consent of the Banks) prior to Admission; and (ii) no condition to which the Cornerstone Undertaking is subject having become incapable of satisfaction prior to Admission;

(h) (i) the Subscription Agreement remaining in full force and effect, not having lapsed or been terminated (or been the subject of a notice of termination) or amended (except in certain circumstances) prior to Admission; and (ii) no condition to which the Subscription Agreement is subject having become incapable of satisfaction prior to Admission;

(i) the lifting of the Suspension prior to Admission; and

(j) Admission occurring by 8.00 a.m. (London time) on 22 September 2026 (or such later time and/or date as the Joint Bookrunners and the Company may agree in writing, being not later than 8.00 a.m. (London time) on 30 September 2026),

(all conditions to the obligations of the Joint Bookrunners included in the Placing Agreement being together, the "Conditions").

If (i) any of the Conditions is not fulfilled or, where permitted, waived or extended by the Joint Bookrunners by the relevant time or date specified (or such later time and/or date the Joint Bookrunners and the Company may agree, being not later than 8.00 a.m. (London time) on 30 September 2026); or (ii) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it in respect thereof.

The Joint Bookrunners (acting jointly) may, at their discretion and upon such terms and conditions as they think fit, waive satisfaction of certain of the Conditions (save that certain Conditions, including Conditions (a), (b), (c), (f), (g), (h) and (i) cannot be waived) or extend the time provided for their satisfaction. Any such waiver or extension will not affect Placees' commitments as set out in this Announcement.

Neither Joint Bookrunner nor any of its Affiliates nor any of its or their respective Representatives nor any person acting on behalf of any of them shall have any liability or responsibility to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it or another person may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any Condition nor for any decision it may make as to the satisfaction of any Condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Joint Bookrunners. Placees will have no rights against the Joint Bookrunners, the Company or any of their respective Affiliates under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise.

Termination of the Placing Agreement

Each Joint Bookrunner is entitled in its absolute discretion, at any time prior to Admission, to terminate the Placing Agreement in accordance with its terms in certain circumstances, including, amongst other things:

(a) any statement in any document or announcement issued or published by or on behalf of the Company in connection with the Placing is or has become untrue, inaccurate or misleading, or any matter has arisen which would, if such document or announcement had been issued at that time, constitute an inaccuracy or omission from such document or announcement, save to the extent, in the opinion of either Joint Bookrunner (acting in good faith), is not material;

(b) there has been a breach by the Company of any of its obligations under the Placing Agreement, save to the extent that such breach, in the opinion of either Joint Bookrunner (acting in good faith), is not material;

(c) there has been a breach by the Company of any of the warranties or representations given by the Company contained in the Placing Agreement or any of such warranties or representations is not, or has ceased to be, true, accurate and not misleading, save to the extent, in the opinion of either Joint Bookrunner (acting in good faith), is not material;

(d) in the opinion of either Joint Bookrunner (acting in good faith), there has been a material adverse change in relation to the Company, FPM or the Group (taken as a whole);

(e) (i) the Cornerstone Undertaking ceases to remain in full force and effect, has lapsed or been terminated (or been the subject of a notice of termination) or amended (except with the prior written consent of the Banks) prior to Admission; or (ii) any condition to which the Cornerstone Undertaking is subject has become incapable of satisfaction prior to Admission;

(f) (i) the Subscription Agreement ceases to remain in full force and effect, has lapsed or been terminated (or been the subject of a notice of termination) or amended (except in certain circumstances) prior to Admission; or (ii) any condition to which the Subscription Agreement is subject has become incapable of satisfaction prior to Admission;

(g) upon the occurrence of certain force majeure events; or

(h) if the Company's applications for the lifting of the Suspension and/or Admission are withdrawn or refused by the FCA and/or the London Stock Exchange (as applicable) or, in the opinion of either Joint Bookrunner (acting in good faith), will not be granted.

If circumstances arise that would allow either Joint Bookrunner to terminate the Placing Agreement, it may nevertheless determine to allow Admission to proceed. In addition, if both Joint Bookrunners do not give notice to terminate the Placing Agreement in circumstances where they are able, the Joint Bookrunner who does not give such notice may allow Admission to proceed and will assume the obligations which remain to be performed under the Placing Agreement by the Joint Bookrunner who has given notice to terminate.

By participating in the Placing, each Placee agrees with the Company and the Joint Bookrunners that the exercise or non-exercise by each Joint Bookrunner of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Joint Bookrunners or for agreement between the Company and the Joint Bookrunners (as the case may be) and that neither the Company nor the Joint Bookrunners need make any reference to, or consult with, Placees and that none of the Company nor either Joint Bookrunner nor any of their respective Affiliates nor any of its or their respective Representatives nor any person acting on behalf of any of them shall have any liability to Placees whatsoever in connection with any such exercise or failure to so exercise.

No prospectus

No offering document, prospectus, offering memorandum or admission document has been or will be prepared or submitted to be approved by any competent authority or stock exchange in any jurisdiction (including the FCA and the London Stock Exchange) in relation to the Placing or Admission.

Placees' commitments will be made solely on the basis of the information contained in this Announcement, and any Exchange Information (as defined below) published by or on behalf of the Company previously or simultaneously with this Announcement, and subject to the further terms set forth in the electronic contract note/trade confirmation to be provided to individual Placees.

Each Placee, by accepting a participation in the Placing, agrees that the contents of this Announcement and the publicly available information released by or on behalf of the Company are exclusively the responsibility of the Company and confirms to the Company and each Joint Bookrunner that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of the Company (other than the Exchange Information), either Joint Bookrunner, any of their respective Affiliates, any of its or their respective Representatives or any person acting on behalf of any of them. None of the Company nor either Joint Bookrunner nor any of their respective Affiliates nor any of its or their respective Representatives nor any person acting on behalf of any of them will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude or limit the liability of any person for fraud or fraudulent misrepresentation by that person.

Restriction on further issue of securities

The Company has undertaken to the Joint Bookrunners that, between the date of the Placing Agreement and the date which is 180 calendar days after the date of Admission, it will not, without the prior written consent of the Joint Bookrunners, enter into certain transactions involving or relating to the Ordinary Shares, subject to certain customary carve-outs agreed between the Joint Bookrunners and the Company.

By participating in the Placing, Placees agree that the exercise by the Joint Bookrunners of any power to grant consent to waive the aforementioned undertaking by the Company of a transaction which would otherwise be restricted under the Placing Agreement shall be within the absolute discretion of the Joint Bookrunners and that they need not make any reference to, or consultation with, Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN: GB00B1XH2C03) following Admission will take place within CREST as the relevant system administered by Euroclear, using the delivery versus payment mechanism, subject to certain exceptions. The Company and the Joint Bookrunners reserve the right to require settlement for, and delivery of, the Placing Shares to Placees by such other means that they deem necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Following the close of the Bookbuild, each Placee allocated Placing Shares in the Placing will be sent an electronic contract note/trade confirmation in accordance with the standing arrangements in place with the relevant Joint Bookrunner stating the number of Placing Shares to be allocated to it at the Issue Price, the aggregate amount owed by such Placee to the relevant Joint Bookrunner and settlement instructions. It is expected that such electronic contract note/trade confirmation will be despatched on or around 4 September 2026 and that this will also be the trade date.

Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with the relevant Joint Bookrunner. In the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Joint Bookrunners may agree that the Placing Shares will be issued in certificated form.

The Company will deliver the Placing Shares to Panmure Liberum in respect of the Placees procured by it (CREST Participant ID: 4FQAQ, Member Account ID: 2013904) and Peel Hunt in respect of the Placees procured by it (CREST Participant ID: 871, Member Account ID: CORP), in each case, as agent for the Company. The Placing Shares will be credited to the relevant Joint Bookrunner's CREST account by way of a Registrars Adjustment and therefore the Company will not be required to enter any form of receipt instruction into CREST. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee on a delivery against payment basis.

Subject to, amongst other things, Shareholders approving the Resolutions at the General Meeting, it is expected that settlement will be on 22 September 2026 in accordance with the instructions given to the Joint Bookrunners.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two (2) percentage points above SONIA as determined by the Joint Bookrunners.

Each Placee agrees that, if it does not comply with these obligations, the Joint Bookrunners may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Company's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and shall be required to bear any Transfer Taxes imposed in any jurisdiction which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on each Joint Bookrunner all such authorities and powers necessary to carry out any such transaction and agrees to ratify and confirm all actions which each Joint Bookrunner lawfully takes in pursuance of such sale.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that, upon receipt, the electronic contract note/trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or UK stamp duty reserve tax. If there are any circumstances in which any other Transfer Taxes are payable in respect of the allocation, allotment, issue or delivery of the Placing Shares (or, for the avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), neither Joint Bookrunner nor the Company shall be responsible for the payment of such amounts.

Representations and warranties

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (for itself and for any person on behalf of which it is acting) with each Joint Bookrunner (in its capacity as joint bookrunner and as placing agent of the Company in respect of the Placing) and the Company, in each case as a fundamental term of its application for Placing Shares, that:

1. it has read and understood this Announcement, including this Appendix, in its entirety and that its participation in the Bookbuild and the Placing and its subscription for Placing Shares is subject to and based upon all the terms, conditions, acknowledgement, confirmations, undertakings, representations, warranties, agreements and indemnities and other information contained herein and undertakes not to redistribute or duplicate this Announcement and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Bookbuild, the Placing, the Company, the Placing Shares or otherwise;

2. no offering document, prospectus, offering memorandum or admission document has been or will be prepared in connection with the Placing or is required under the EU Prospectus Regulation or the POATR and it has not received and will not receive an offering document, prospectus, offering memorandum or admission document in connection with the Bookbuild, the Placing, the Company, Admission, the Placing Shares or otherwise;

3. (i) it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement (including this Appendix) and any information publicly announced to a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement; (ii) the Ordinary Shares are admitted to listing in the equity shares (commercial companies) category of the Official List of the FCA and to trading on the London Stock Exchange's main market for listed securities and that the Company is therefore required to publish certain business and financial information in accordance with the UK Market Abuse Regulation and the rules and practices of the London Stock Exchange and/or the FCA (collectively and together with the information referred to in (i) above, the "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account, and similar statements for preceding financial years, and that it has reviewed such Exchange Information and that it is able to obtain or access such Exchange Information, or such information or comparable information concerning any other publicly traded company, in each case, without undue difficulty; and (iii) it has had access to such financial and other information concerning the Company, the Placing and the Placing Shares as it has deemed necessary in connection with its own investment decision to subscribe for any of the Placing Shares and has satisfied itself that the information is still current and has relied on that investigation for the purposes of its decision to participate in the Placing;

4. the contents of this Announcement is exclusively the responsibility of the Company and neither Joint Bookrunner nor any of its Affiliates nor any of its or their respective Representatives nor any person acting on behalf of any of them has or shall have any responsibility or liability for any information, representation or statement contained in, or any misstatements in or omission from, this Announcement or any information previously or subsequently published by or on behalf of the Company, including, without limitation, any Exchange Information, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company or otherwise;

5. unless otherwise specifically agreed with the Joint Bookrunners, it and any person on behalf of which it is participating is not, and at the time the Placing Shares are subscribed for, neither it nor the beneficial owner of the Placing Shares will be, a resident of a Restricted Territory;

6. the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Placing Shares is contained in this Announcement and any Exchange Information, that it has received and reviewed all information that it believes is necessary or appropriate to make an investment decision in respect of the Placing Shares, and that it has neither received nor relied on any other information given or investigations, representations, warranties or statements made by either Joint Bookrunner, the Company, any of their respective Affiliates, any of its or their respective Representatives or any person acting on behalf of any of them and neither Joint Bookrunner nor the Company nor any of their respective Affiliates nor any of its or their respective Representatives nor any person acting on behalf of any of them will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, investigation, representation, warranty or statement;

7. it has relied solely on its own investigation, examination and due diligence of the business, financial or other position of the Company in deciding to participate in the Placing and that neither Joint Bookrunner nor any of its Affiliates nor any of or its or their respective Representatives nor any person acting on behalf of any of them has made any representations to it, express or implied, with respect to the Company, the Bookbuild, the Placing and the Placing Shares or the accuracy, completeness or adequacy of this Announcement and the Exchange Information, and each of them expressly disclaims any liability in respect thereof;

8. the Placing Shares have not been and will not be registered or otherwise qualified, for offer and sale nor will an offering document, prospectus, offering memorandum or admission document be cleared or approved in respect of any of the Placing Shares under the securities legislation of the United Kingdom, the United States or any other Restricted Territory and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in or into those jurisdictions or in any country or jurisdiction where any such action for that purpose is required;

9. it has not relied on any information relating to the Company contained in any research reports prepared by either Joint Bookrunner, any of its Affiliates or any person acting on its or their behalf and understands that: (i) neither Joint Bookrunner nor any of its Affiliates nor any of its or their respective Representatives nor any person acting on behalf of any of them has or shall have any responsibility or liability for: (x) public information or any representation; or (y) any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this Announcement or otherwise; and (ii) neither Joint Bookrunner nor any of its Affiliates nor any of its or their respective Representatives nor any person acting on behalf of any of them makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this Announcement or otherwise;

10. it may not rely on any investigation that either Joint Bookrunner, any of its Affiliates, any of its or their respective Representatives or any person acting on behalf of any of them may or may not have conducted with respect to the Company and its Affiliates or the Placing and neither Joint Bookrunner has made any representation or warranty to it, express or implied, with respect to the merits of the Placing, the subscription for or purchase of the Placing Shares, or as to the condition, financial or otherwise, of the Company and its Affiliates, or as to any other matter relating thereto, and nothing herein shall be construed as any investment or other recommendation to it to subscribe for the Placing Shares. It acknowledges and agrees that no information has been prepared by, or is the responsibility of, either Joint Bookrunner, any of its Affiliates, any of or its or their respective Representatives or any person acting on behalf of any of them for the purposes of this Placing;

11. (i) the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services); (ii) it is not participating in the Placing as nominee or agent for any person to whom the allocation, allotment, issue or delivery of the Placing Shares would give rise to such a liability; and (iii) the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;

12. no action has been or will be taken by the Company, either Joint Bookrunner, any of their respective Affiliates, any of its or their respective Representatives or any person acting on behalf of any of them that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any other Restricted Territory;

13. (i) it (and any person acting on its behalf) is entitled to subscribe for the Placing Shares under the laws of all relevant jurisdictions which apply to it; (ii) it has paid or will pay any issue, transfer or other taxes due in connection with its participation in any territory; (iii) it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities; (iv) it has not taken any action or omitted to take any action which will or may result in either Joint Bookrunner, the Company, any of their respective Affiliates, any of its or their respective Representatives or any person acting on behalf of any of them acting in breach of the legal and/or regulatory requirements and/or any anti-money laundering requirements of any jurisdiction in connection with the Placing; and (v) the subscription for the Placing Shares by it or any person acting on its behalf will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;

14. it (and any person acting on its behalf) has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to its participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations;

15. it has complied with its obligations under the Criminal Justice Act 1993, the UK Market Abuse Regulation, and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, the Financial Crime Guide (FCG3 Money Laundering and Terrorist Financing) of the FCA Handbook and any related or similar rules, regulations or guidelines issued, administered or enforced by any government agency having jurisdiction in respect thereof and is not nor acting on behalf of, for the benefit of, or at the direction of, any person, nor owned or controlled by any person (i) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the US Department of the Treasury; (ii) named on the UK Sanctions List maintained by the Foreign, Commonwealth & Development Office of the United Kingdom; or (iii) subject to sanctions administered or enforced pursuant to a regulation or order of the European Union (or any of its member states), the United Nations, Ukraine or any other sanctions authority (together the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations. If within a reasonable time after a request for verification of identity, the relevant Joint Bookrunner has not received such satisfactory evidence, such Joint Bookrunner may, in its absolute discretion, terminate the Placee's Placing participation in which event all funds delivered by the Placee to such Joint Bookrunner will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited;

16. it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) it is duly authorised to do so and has full power to make, and does make, the acknowledgments, confirmations, undertakings, representations and agreements and give the indemnities herein on behalf of each such person; and (ii) it is and will remain liable to the relevant Joint Bookrunner and the Company for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);

17. it will (as principal or agent) subscribe for, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

18. it understands that any investment or investment activity to which this Announcement relates is only available to, in any member state of the EEA, Qualified Investors, and in the United Kingdom, Relevant Persons, and will be engaged in only with such persons, and further understands that this Announcement must not be acted on or relied on by persons who are not, in any member state of the EEA, Qualified Investors, and in the United Kingdom, Relevant Persons;

19. if it is in a member state of the EEA, it is a Qualified Investor;

20. if it is in the United Kingdom, it is a Relevant Person;

21. it understands, and each account it represents has been advised that, (i) the Placing Shares have not been and will not be registered under the Securities Act or under the applicable securities laws of any state or other jurisdiction of the United States; and (ii) no representation has been made as to the availability of any exemption under the Securities Act or any relevant state or other jurisdiction's securities laws for the reoffer, resale, pledge or transfer of the Placing Shares;

22. the Placing Shares are being offered and sold on behalf of the Company: (i) outside the United States in "offshore transactions" as defined in and pursuant to Regulation S; and (ii) in the United States only to persons reasonably believed to be QIBs (as defined in Rule 144A of the Securities Act) pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;

23. it and the prospective beneficial owner of the Placing Shares is, and at the time the Placing Shares are subscribed for will be either: (i) outside the United States and subscribing for the Placing Shares in an "offshore transaction" as defined in and pursuant to Regulation S; or (ii) (a) a QIB that has executed and delivered, or will execute and deliver, a US Investor Letter; and (b) subscribing for the Placing Shares pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;

24. it is acquiring the Placing Shares for investment purposes only if it is a QIB and is not acquiring the Placing Shares with a view to, or for offer and sale in connection with, any distribution (within the meaning of the Securities Act) thereof in whole or in part in the United States or any state thereof;

25. the Placing Shares offered and sold in the United States are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act and for so long as the Placing Shares are "restricted securities", it will not deposit such shares in any unrestricted depositary facility established or maintained by any depositary bank and it agrees to notify any transferee to whom it subsequently reoffers, resells, pledges or otherwise transfers the Placing Shares of the foregoing restrictions on transfer;

26. it will not directly or indirectly offer, reoffer, resell, transfer, assign, pledge or otherwise dispose of any Placing Shares except: (i) outside the United States in "offshore transactions" defined in, and in accordance with, Regulation S; (ii) in the United States to a person that it and any person acting on its behalf reasonably believes is a QIB who is purchasing for its own account or for the account of another person who is a QIB pursuant to Rule 144A under the Securities Act (it being understood that all offers or solicitations in connection with such a transfer are limited to QIBs and do not involve any means of general solicitation or general advertising); (iii) pursuant to Rule 144 under the Securities Act (if available); (iv) to the Company; or (v) pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and, if the Company shall so require, subject to delivery to the Company of an opinion of counsel (and such other evidence as the Company may reasonably require) that such transfer or sale is in compliance with the Securities Act, in each case in accordance with any applicable securities laws of any state or other jurisdiction of the United States; and that it will notify any transferee to whom it subsequently reoffers, resells, pledges or otherwise transfers the Placing Shares of the foregoing restrictions on transfer;

27. it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentation or other materials concerning the Placing in or into the United States or any other Restricted Territory (including electronic copies thereof) to any person and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;

28. where it is subscribing for the Placing Shares for one or more managed accounts, it is authorised in writing by each managed account to subscribe for the Placing Shares for each managed account and it has full power to make the acknowledgments, confirmations, undertakings, representations and agreements and give the indemnities herein on behalf of each such account;

29. if it is a pension fund or investment company, its subscription for Placing Shares is in full compliance with applicable laws and regulations;

30. if it is acting as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation or Regulation 7(4) of the POATR (as applicable) (i) any Placing Shares subscribed for by it in the Placing will not be subscribed for on a non-discretionary basis on behalf of, nor will they be subscribed for with a view to their offer or resale to, persons in any member state of the EEA or to which the EU Prospectus Regulation otherwise applies other than to Qualified Investors, or persons in the United Kingdom other than to Relevant Persons, or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale; or (ii) where Placing Shares have been subscribed for by it on behalf of persons in any member state of the EEA other than Qualified Investors, or in the United Kingdom other than Relevant Persons, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation or the POATR (as applicable) as having been made to such persons;

31. any offer of Placing Shares may only be directed at persons in member states of the EEA who are Qualified Investors and that it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to Admission except to Qualified Investors or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the EU Prospectus Regulation;

32. any offer of Placing Shares may only be directed at persons in the United Kingdom who are Relevant Persons and that it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom prior to the expiry of a period of six months from Admission except to Relevant Persons or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of Regulation 7 of the POATR;

33. it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and agrees that this Announcement has not been approved by either Joint Bookrunner or any other person in its capacity as an authorised person under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as a financial promotion by an authorised person;

34. it has complied and will comply with all applicable laws (including all relevant provisions of the FSMA) with respect to anything done by it in relation to the Placing Shares in respect of anything done in, from or otherwise involving, the United Kingdom;

35. if it has received any "inside information" as defined in the UK Market Abuse Regulation about the Company in advance of the Placing, it has not: (i) dealt in the securities of the Company; (ii) encouraged or required another person to deal in the securities of the Company; or (iii) disclosed such information to any person except as permitted by the UK Market Abuse Regulation, prior to the information being made publicly available;

36. it (and any person acting on its behalf) has the funds available to pay for the Placing Shares it has agreed to subscribe for and will make payment for the Placing Shares allocated to it in accordance with these Terms and Conditions on the due time and date set out herein against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as either Joint Bookrunner (or its assignee) may in its absolute discretion (as agent of the Company) determine and without liability to such Placee. It will, however, remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any Transfer Taxes due pursuant to the terms set out or referred to in this Announcement which may arise upon the sale of such Placee's Placing Shares on its behalf;

37. its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares to which it will be entitled, and required, to subscribe for, and that the Joint Bookrunners or the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

38. neither Joint Bookrunner nor any of its Affiliates nor any of its or their respective Representatives nor any person acting on behalf of any of them, is making any recommendations to it or advising it regarding the suitability or merits of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of either Joint Bookrunner and neither Joint Bookrunner has any duties or responsibilities to it for providing the protections afforded to its clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of either Joint Bookrunner's rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

39. the person whom it specifies for registration as holder of the Placing Shares will be (i) itself; or (ii) its nominee, as the case may be. Neither Joint Bookrunner nor the Company nor any of their respective Affiliates nor any of its or their respective Representatives nor any person acting on behalf of any of them will be responsible for any liability to Transfer Taxes resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to indemnify the Company, each Joint Bookrunner, their respective Affiliates, its and their respective Representatives and any person acting on behalf of any of them in respect of the same on an after-tax basis;

40. the Placing Shares will be allotted to the CREST stock account of the relevant Joint Bookrunner who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions with payment for the Placing Shares being made simultaneously upon receipt of the Placing Shares in the Placee's stock account on a delivery versus payment basis;

41. these Terms and Conditions and any agreements entered into by it pursuant to these Terms and Conditions, and any non-contractual obligations arising out of or in connection with such agreements, shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by either Joint Bookrunner or the Company in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

42. each of the Company, the Joint Bookrunners, their respective Affiliates, its and their respective Representatives and others will rely upon the truth and accuracy of the representations, warranties, agreements, undertakings and acknowledgements set forth herein and which are given to each Joint Bookrunner on its own behalf and on behalf of the Company and are irrevocable;

43. it will indemnify on an after-tax-basis and hold the Company, each Joint Bookrunner, their respective Affiliates, its and their respective Representatives and any person acting on behalf of any of them harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of, directly or indirectly, or in connection with any breach by it of the acknowledgements, confirmations, undertakings, representations, warranties and agreements in this Appendix and further agrees that the provisions of this Appendix D shall survive after completion of the Placing;

44. it irrevocably appoints any director or authorised signatory of either Joint Bookrunner as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;

45. its commitment to subscribe for Placing Shares on the terms set out in this Appendix and in the electronic contract note/trade confirmation will continue notwithstanding any amendment that may in future be made to these Terms and Conditions and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Joint Bookrunners' conduct of the Placing;

46. in making any decision to subscribe for the Placing Shares: (i) it has sufficient knowledge, sophistication and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares; (ii) it is experienced in investing in securities of a similar nature to the Ordinary Shares and in the sector in which the Company operates and is aware that it may be required to bear, and is able to bear, the economic risk of participating in, and is able to sustain a complete loss in connection with, the Placing; (iii) it has relied solely on its own investigation, examination, due diligence and analysis of the Company and its Affiliates taken as a whole, including the markets in which the Group operates, and the terms of the Placing, including the merits and risks involved, and not upon any view expressed or information provided by or on behalf of either Joint Bookrunner; (iv) it has had sufficient time and access to information to consider and conduct its own investigation with respect to the offer and purchase of the Placing Shares, including the legal, regulatory, tax, business, currency and other economic and financial considerations relevant to such investment and has so conducted its own investigation to the extent it deems necessary to enable it to make an informed and intelligent decision with respect to making an investment in the Placing Shares; (v) it is aware and understands that an investment in the Placing Share involves a considerable degree of risk; and (vi) it will not look to either Joint Bookrunner, any of its Affiliates, any of its or their respective Representatives or any person acting on behalf of any of them for all or part of any such loss or losses it or they may suffer;

47. neither the Company nor either Joint Bookrunner nor any of their respective Affiliates nor any of its or their respective Representatives nor any person acting on behalf of any of them owes any fiduciary or other duties to it or any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement or these Terms and Conditions;

48. in connection with the Placing, either Joint Bookrunner, any of its Affiliates, any of its or their respective Representatives and any person acting on behalf of any of them, acting as an investor for its own account, may take up shares in the Company and in that capacity may retain, purchase or sell for its own account such shares in the Company and any other securities of the Company or related investments and may offer or sell such shares, securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to Placing Shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to either Joint Bookrunner, any of its Affiliates, any of its or their respective Representatives or any person acting on behalf of any of them, in each case, acting in such capacity. In addition, either Joint Bookrunner or any of its Affiliates may enter into financing arrangements (including swaps, warrants or contracts for difference) with investors in connection with which such Joint Bookrunner or any of its Affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. Neither Joint Bookrunner nor any of its Affiliates nor any of its or their respective Representatives nor any person acting on behalf of any of them intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so; and

49. a communication that the Placing or the book is "covered" (i.e. indicated demand from investors in the book equals or exceeds the amount of the securities being offered) is not any indication or assurance that the book will remain covered or that the Placing and securities will be fully distributed by the Joint Bookrunners. Each Joint Bookrunner reserves the right to take up a portion of the securities in the Placing as a principal position at any stage at its sole discretion, among other things, to take account of the Company's objectives, UK MiFIR and MiFID II requirements and/or its allocation policies.

The foregoing acknowledgements, confirmations, undertakings, representations, warranties and agreements are given for the benefit of each of the Company and each Joint Bookrunner (for their own benefit and, where relevant, the benefit of their respective Affiliates and its and their respective Representatives and any person acting on behalf of any of them) and are irrevocable.

Miscellaneous

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as nominee or agent) free of UK stamp duty and UK stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. Neither the Company nor either Joint Bookrunner nor any of their respective Affiliates nor any of its or their respective Representatives nor any person acting on behalf of any of them will be responsible for any UK stamp duty or UK stamp duty reserve tax (including any interest, fines and penalties relating thereto) arising in relation to the Placing Shares in any other circumstances.

Such agreement is subject to the representations, warranties and further terms above and also assumes, and is based on a warranty and representation from each Placee, that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. Neither the Company nor either Joint Bookrunner nor any of their respective Affiliates nor any of its or their respective Representatives nor any person acting on behalf of any of them is liable to bear any Transfer Taxes that arise: (i) if there are any such arrangements (or if any such arrangements arise subsequent to the subscription by Placees of Placing Shares); (ii) on a sale of Placing Shares; or (iii) otherwise than under the laws of the United Kingdom. Each Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such Transfer Taxes undertakes to pay such Transfer Taxes forthwith, and agrees to indemnify on an after-tax basis and hold each Joint Bookrunner and/or the Company (as the case may be) and their respective Affiliates, its and their respective Representatives and any person acting on behalf of any of them harmless from any such Transfer Taxes, and all interest, fines or penalties in relation to such Transfer Taxes. Each Placee should, therefore, take its own advice as to whether any such Transfer Tax liability arises.

In this Announcement, "after-tax basis" means in relation to any payment made to the Company, either Joint Bookrunner, their respective Affiliates or its or their respective Representatives pursuant to this Announcement where the payment (or any part thereof) is chargeable to any tax, a basis such that the amount so payable shall be increased so as to ensure that after taking into account any tax chargeable (or which would be chargeable but for the availability of any relief unrelated to the loss, damage, cost, charge, expense or liability against which the indemnity is given on such amount (including on the increased amount)) there shall remain a sum equal to the amount that would otherwise have been so payable.

Each Placee and any person acting on behalf of each Placee acknowledges and agrees that each Joint Bookrunner and/or any of its Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares. Each Placee acknowledges and is aware that each Joint Bookrunner is receiving a fee in connection with its role in respect of the Placing as detailed in the Placing Agreement.

When a Placee or person acting on behalf of the Placee is dealing with either Joint Bookrunner, any money held in an account with such Joint Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the relevant Joint Bookrunner's money in accordance with the client money rules and will be used by the relevant Joint Bookrunner in the course of its own business; and the Placee will rank only as a general creditor of that Joint Bookrunner.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares.

All times and dates in this Announcement may be subject to amendment by the Company and the Joint Bookrunners (in their absolute discretion). The Joint Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

The rights and remedies of each Joint Bookrunner and the Company under the terms and conditions set out in this Appendix are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

Time is of the essence as regards each Placee's obligations under this Appendix.

Any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to either Joint Bookrunner.

Each Placee may be asked to disclose, in writing or orally to each Joint Bookrunner: (a) if they are an individual, their nationality; or (b) if they are a discretionary fund manager, the jurisdiction in which the funds are managed or owned.

APPENDIX E

Definitions

The following definitions apply throughout this Announcement, unless the context otherwise requires:

"2002 SPA"	the share sale and purchase agreement concluded in 2002 pursuant to which a 40.19 percent stake in FPM was sold to nominee companies that were previously ultimately controlled by Mr Zhevago, amongst other parties
"Admission"	admission of the New Ordinary Shares to the equity shares (commercial companies) category of the Official List and to trading on the London Stock Exchange's main market for listed securities
"Affiliate"	has the meaning given in Rule 501(b) of Regulation D under the Securities Act or Rule 405 under the Securities Act, as applicable and, in the case of the Company, includes its subsidiary undertakings
"Announcement"	this announcement (including its Appendices)
"APMs"	Alternative Performance Measures
"ARMA"	Ukraine's Asset Recovery and Management Agency
"Articles"	the articles of association of the Company
"Bank F&C"	Bank Finance & Credit
"Board"	the board of Directors of the Company
"Bookbuild"	the bookbuilding process to be commenced by the Joint Bookrunners to use reasonable endeavours to procure subscribers for the Placing Shares alongside the Cornerstone Investor, as described in this Announcement and subject to the Terms and Conditions and the Placing Agreement
"C1 cash cost of production"	represents the cash costs of production of iron ore pellets from own ore, divided by production volume from own ore, and excludes non-cash costs such as depreciation, pension costs and inventory movements, costs of purchased ore, concentrate and production cost of gravel
"C4 cash cost of production"	represents the cash costs of production of iron ore concentrates from own ore, divided by production volume from own ore, and excludes non-cash costs such as depreciation, pension costs and inventory movements, costs of purchased ore, concentrate and production cost of gravel
"certificated" or "in certificated form"	share or other security which is not in uncertificated form
"Circular"	a shareholder circular and Notice of General Meeting to be issued to Shareholders in connection with the Fundraise
"COBS"	the FCA Handbook Conduct of Business Sourcebook
"Companies Act"	the UK Companies Act 2006, as amended
"Company" or "Ferrexpo"	Ferrexpo plc
"Conditions"	has the meaning given in Appendix D of this Announcement
"Cornerstone Investor"	Andriy Verevskyi
"Cornerstone Shares"	the Placing Shares to be subscribed for by the Cornerstone Investor pursuant to the Placing
"Cornerstone Undertaking"	the conditional undertaking provided by the Cornerstone Investor to the Company to subscribe for the Cornerstone Shares
"CREST"	the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)) in respect of which Euroclear is the Operator (as defined in such Regulations) in accordance with which securities may be held and transferred in uncertificated form
"DGF"	the Ukrainian Deposit Guarantee Fund
"Directors"	the directors of the Company
"Disclosure Guidance and Transparency Rules" or "DTR"	the disclosure guidance and transparency rules of the FCA made under section 73A of FSMA, as amended
"Enlarged Share Capital"	the total number of Ordinary Shares in issue following the completion of the Fundraise
"ESBU"	the Economic Security Bureau of Ukraine
"EU"	the European Union
"EU Prospectus Regulation"	Regulation (EU) 2017/1129
"Euroclear"	Euroclear UK & International Limited, in its capacity as the operator of CREST
"EUWA"	the European Union (Withdrawal) Act 2018, as amended
"Exchange Information"	has the meaning given in Appendix D of this Announcement
"FAG"	Ferrexpo AG
"FBM"	Ferrexpo Belanovo Mining
"FCA"	the Financial Conduct Authority of the United Kingdom
"FDP"	has the meaning given in the section titled 'Background to and reasons for the Fundraise' of this Announcement
"Fevamotinico"	Fevamotinico Société à Responsabilité Limitée, the largest shareholder of the Company holding 49.27 percent of the total Ordinary Shares (excluding Ordinary Shares held in treasury) as at the Latest Practicable Date
"FFP"	Ferrexpo Finance plc
"Form of Proxy"	the form of proxy to be issued for use by Shareholders in connection with the General Meeting
"FPM"	Ferrexpo Poltava Mining
"FSMA"	the Financial Services and Markets Act 2000, as amended
"Fundraise"	the equity capital raise by the Company to raise gross proceeds of approximately US$100 million
"FY25 Results"	the Group's financial results for the year ended 31 December 2025
"FYM"	Ferrexpo Yeristovo Mining
"General Meeting"	the General Meeting of the Company to be convened in connection with the Fundraise on 21 September 2026 or any adjournment of that meeting
"General Meeting Date"	the date of the General Meeting
"Group"	the group comprising Ferrexpo and all its subsidiaries
"HAAC"	the High Anti-Corruption Court of Ukraine
"IFRS"	the International Financial Reporting Standards as issued by the International Accounting Standards Board
"interim measures"	has the meaning given in paragraph 1.2.1 (Restrictions on certain corporate rights in all of the Group's Ukrainian subsidiaries in connection with the Bank F&C investigation) of Appendix B of this Announcement
"Irrevocable Undertaking"	the deed of irrevocable undertaking dated 3 September 2026 between the Company and Fevamotinico
"Issue Price"	16.5 pence per New Ordinary Share
"Joint Bookrunners"	Panmure Liberum and Peel Hunt, and each of them a "Joint Bookrunner"
"Latest Practicable Date"	28 August 2026, being the latest practicable date prior to the publication of this Announcement
"London Stock Exchange"	London Stock Exchange plc
"Maxi Capital"	'LLC "Financial Company" "Maxi Capital Group"
"MiFID II"	EU Directive 2014/65/EU on markets in financial instruments
"MiFID II Product Governance Requirements"	the product governance requirements of (a) MiFID II; (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
"MoJ"	Ukraine's Ministry of Justice
"Mr Zhevago"	Kostiantyn Zhevago
"NABU"	the National Anti-Corruption Bureau of Ukraine
"NBU"	the National Bank of Ukraine
"New Ordinary Shares"	the Placing Shares and the Subscription Shares
"Notice of General Meeting"	the notice of General Meeting to be set out in the Circular
"NSDC"	the National Security and Defence Council of Ukraine
"Official List"	the official list maintained by the FCA pursuant to Part VI of FSMA
"Order"	the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended
"Ordinary Shares"	ordinary shares of nominal value £0.10 each in the capital of the Company
"Panmure Liberum"	Panmure Liberum Limited
"Peel Hunt"	Peel Hunt LLP
"Penalty" or "Penalties"	has the meaning given in paragraph 2.9 (The Group is currently subject to currency control measures imposed in Ukraine, and failure to comply with such requirements could result in material fines for the Group) of Appendix A of this Announcement
"Placee"	any person (including individuals, funds or otherwise) by whom or on whose behalf a commitment to subscribe for Placing Shares has been given in accordance with the Terms and Conditions and includes, for the avoidance of doubt, the Cornerstone Investor
"Placing"	the placing to take place by way of the Bookbuild for which the Joint Bookrunners have been appointed as joint global coordinators and joint bookrunners (on a several basis)
"Placing Agreement"	the placing agreement dated 3 September 2026 between the Company and the Joint Bookrunners
"Placing Results Announcement"	the announcement (if any) to be published by the Company confirming the results of the Placing to a Regulatory Information Service as soon as reasonably practicable following the execution of the Terms of Placing
"Placing Shares"	the New Ordinary Shares to be subscribed for by the Placees under the Placing and includes, for the avoidance of doubt, the Cornerstone Shares
"POATR"	the Public Offers and Admissions to Trading Regulations 2024
"Potential Trade Finance Facility"	the potential trade finance facility as described in the section titled 'Background to and reasons for the Fundraise' of this Announcement
"Product Governance Requirements"	the MiFID II Product Governance Requirements and the UK Product Governance Requirements
"QIB"	a "qualified institutional buyer" as defined in Rule 144A of the Securities Act
"Qualified Investors"	persons who are qualified investors within the meaning of Article 2(e) of the EU Prospectus Regulation
"Regulation S"	Regulation S under the Securities Act
"Regulations"	has the meaning given in Appendix D of this Announcement
"Regulatory Information Service" or "RIS"	a primary information provider approved by the FCA and on the FCA's list of Registered Information Services
"Relationship Agreement"	the relationship agreement dated 15 June 2007, as amended, between the Company, The Minco Trust, Fevamotinico and Mr Zhevago
"Report"	has the meaning given in paragraph 2.9 (The Group is currently subject to currency control measures imposed in Ukraine, and failure to comply with such requirements could result in material fines for the Group) of Appendix A of this Announcement
"Relevant Persons"	persons who are qualified investors within the meaning of paragraph 15 of Schedule 1 of the POATR who are: (i) persons who fall within the definition of "investment professionals" in Article 19(5) of the Order; (ii) persons who fall within Article 49(2)(a) to (d) of the Order; or (iii) persons to whom this Announcement may otherwise be lawfully communicated
"Representative"	has the meaning given in Appendix D of this Announcement
"Resolution" or "Resolutions"	any or all of the resolutions to be set out in the Notice of General Meeting
"Restricted Territory"	the United States, Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction in which the release, publication or distribution of this Announcement and/or an offer to issue or sell, or the solicitation of any offer to acquire, purchase or subscribe for, the Placing Shares is unlawful
"rubble"	has the meaning given in paragraph 1.1.2 (Investigations by the SBI in Ukraine and the National Police of Ukraine regarding the use of waste product by FPM and alleged illegal extraction of minerals) of Appendix B of this Announcement
"SAPO"	the Specialised Anti-Corruption Prosecutor's Office of Ukraine
"SBI"	the State Bureau of Investigation in Ukraine
"Securities Act"	the U.S. Securities Act of 1933, as amended
"Shareholders"	the holders of Ordinary Shares
"State Bailiff"	the Chief State Bailiff of the Ministry of Justice of Ukraine
"State Enforcement Service"	the Department of State Enforcement Service of the Ministry of Justice of Ukraine
"Sterling", "£" or "GBP"	pounds sterling, the lawful currency of the UK
"STS"	the State Tax Service of Ukraine
"Subscription"	the conditional subscription for 179,539,393 New Ordinary Shares at the Issue Price by Fevamotinico
"Subscription Agreement"	the subscription agreement dated 3 September 2026 between the Company and Fevamotinico relating to the Subscription
"Subscription Shares"	the New Ordinary Shares to be subscribed for by Fevamotinico pursuant to the Subscription
"subsidiary" or "subsidiary undertaking"	each have the meaning given to that term in the Companies Act 2006
"Suspension"	the suspension of the Ordinary Shares from listing and trading, effective from 7.30 a.m. on 1 May 2026
"Swiss-Ukraine BIT"	the Switzerland and Ukraine Bilateral Investment Treaty
"Takeover Code"	the City Code on Takeovers and Mergers
"Target Market Assessment"	the assessment that the Placing Shares are: (a) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II or the COBS (as applicable); and (b) eligible for distribution through all distribution channels as are permitted by MiFID II or the FCA Handbook Product Intervention and Product Governance Sourcebook (as applicable)
"Terms and Conditions"	the terms and conditions of the Placing set out in Appendix D of this Announcement
"Terms of Placing"	has the meaning given in Appendix D of this Announcement
"TNDs"	has the meaning given in paragraph 2.9 (The Group is currently subject to currency control measures imposed in Ukraine, and failure to comply with such requirements could result in material fines for the Group) of Appendix A of this Announcement
"Transfer Taxes"	any stamp duty or stamp duty reserve tax or any other similar duties or taxes (including, without limitation, other stamp, issue, securities, transfer, registration, capital, execution, or documentary or other similar imposts, duties or taxes), together with any interest, fines and penalties relating thereto
"UAH" or "Hryvnia"	Ukrainian hryvnia, the lawful currency of Ukraine
"UK" or "United Kingdom"	the United Kingdom of Great Britain and Northern Ireland
"UK-Ukraine BIT"	the United Kingdom and Ukraine Bilateral Investment Treaty
"UK Listing Rules" or "UKLR"	the listing rules made by the FCA under section 73A of FSMA, as amended
"UK Market Abuse Regulation"	Regulation (EU) No 596/2014, as it forms part of domestic law of the United Kingdom by virtue of the EUWA
"UK MiFIR"	Regulation (EU) No 600/2014 as it forms part of domestic law of the United Kingdom by virtue of the EUWA
"UK Product Governance Requirements"	the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook
"uncertificated" or "in uncertificated form"	in respect of a share or other security, where that share or other security is recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which may be transferred by means of CREST
"United States" or "US"	the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof
"US$", "$" or "dollars"	US dollars, the lawful currency of the United States
"US Investor Letter"	the letter in the form provided by the Joint Bookrunners to QIBs in the United States
"VAT"	value added tax
"Vessel Incident"	has the meaning given in the section titled 'Background to and reasons for the Fundraise' of this Announcement

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