Rule 2.9 Update

Pinewood Technologies Group PLC

05 October 2026

 

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

FOR IMMEDIATE RELEASE

5 October 2026

Pinewood Technologies Group PLC ("Pinewood.AI" or the "Company")

Satisfaction of Awards under Pinewood.AI Share Plans, Issue of Equity and Rule 2.9 Update

Pinewood.AI announces that it has issued to the trustee of the Pendragon Employee’s Share Trust 4,791,249 ordinary shares of £1.00 each (the “EBT Ordinary Shares”) in satisfaction of certain awards granted under the Pinewood.AI Share Plans which are expected to vest in connection with the Acquisition.  An application has been made for the admission of the EBT Ordinary Shares to trading on the main market for listed securities of the London Stock Exchange (“Admission”). Admission is expected to become effective at 8.00 a.m. on 6 October 2026.

In addition, an application has been made for the admission of a further 106,948 ordinary shares of £1.00 each (the “Award Holder Shares” and, together with the EBT Ordinary Shares, the “Ordinary Shares”) to trading on the main market for listed securities of the London Stock Exchange (“Second Admission”). The Award Holder Shares also relate to certain awards granted under the Pinewood.AI Share Plans which are expected to vest in connection with the Acquisition and be issued to the relevant award holders on 7 October 2026, subject to the Scheme being sanctioned by the Court. The Second Admission is expected to become effective at 8.00 a.m. on 8 October 2026.

The Ordinary Shares will rank pari passu in all respects with Pinewood.AI’s existing ordinary shares.

Capitalised terms used and not defined in this announcement have the meanings given to them in the Scheme Document. All references to times in this announcement are to times in London unless otherwise stated.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Takeover Code, Pinewood.AI confirms that, following the issue of the EBT Ordinary Shares, it has in issue 121,506,426 ordinary shares of £1.00 each. The Company holds no shares in treasury. The total number of shares having voting rights in the Company will therefore be 121,506,426. The ISIN reference number for these securities is GB00BSB7BS06 and the Company’s LEI number is 213800VRSPZFOGMMIS18.

Enquiries:

Jefferies International Limited (Financial Adviser to Pinewood.AI)	[phone]
Philip Noblet
Thomas Bective
Nandan Shinkre
Kagiso Mahlangu

About Pinewood Technologies Group PLC

Established in 1981, Pinewood Technologies Group PLC (Pinewood.AI) is a leading cloud-based full-service technology provider to automotive retailers and OEMs. Pinewood.AI's system is a market-leading automotive intelligence platform, which has been developed collaboratively with dealers and OEMs to provide secure software across sales, aftersales, accounting and CRM. With headquarters located in the UK and North America, Pinewood.AI serves a global user base spanning 36 countries and has long-standing partnerships with over 50 automotive brands.

Previously part of Pendragon PLC, in 2024 Pinewood.AI became an independent entity following the sale of Pendragon's UK Motor and Leasing divisions to Lithia Motors Inc, one of the largest automotive retailers in North America.  In February 2025, Pinewood Technologies Group PLC acquired Seez, an automotive AI & ML SaaS platform. LON: PINE, OTCQX: PINWF

Important Notices

Jefferies International Limited (“Jefferies”), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Pinewood.AI and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Pinewood.AI for providing the protections afforded to clients of Jefferies nor for providing advice in relation to any matter referred to in this announcement. Neither Jefferies nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this announcement, any statement contained herein or otherwise.

This announcement is not intended to, and does not, constitute an offer to sell, or the solicitation of an offer to subscribe to buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction.

The release, publication or distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities law of any such jurisdiction.

The information disclosed in this announcement 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 of the United Kingdom.

Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror, and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Takeover Panel’s Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

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