Petershill Partners : 2024 Tender Offer

THIS CIRCULAR AND ANY ACCOMPANYING TENDER FORM ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other appropriate independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser. All Shareholders are advised to consult their professional advisers regarding their own tax position.

If you sell or have sold or otherwise transferred all of your Ordinary Shares before 1.00 p.m. on 31 May 2024, please forward this Circular (but not any personalised Tender Form) as soon as possible to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. Documents should not, however, be forwarded or sent in or into any Restricted Jurisdiction. If you sell or have sold or otherwise transferred part only of your holding of Ordinary Shares, you should retain this Circular and any Tender Form and consult the bank, stockbroker or other agent through whom the sale or transfer was effected.

PETERSHILL PARTNERS PLC

(Incorporated and registered in England and Wales with registered number 13289144)

Proposed return of up to US$100 million* to Shareholders by way of tender offer for up to

37,870,955 Ordinary Shares

Your attention is drawn to the letter from the Chairman of the Company which is set out in Part II (Letter from the Chairman) of this Circular and which contains the recommendation from the Board that you vote in favour of the resolution to be proposed at the Annual General Meeting referred to below, notice of which accompanies this Circular.

None of the Company, its Directors, officers or advisers (including the Financial Advisers) or their respective affiliates makes any recommendation to any Qualifying Shareholder whether to tender or refrain from tendering any or all of its, his or her Ordinary Shares in the Tender Offer and none of them has authorised any person to make any such recommendation. The contents of this Circular are not to be construed as legal, business or tax advice. Shareholders are urged to evaluate carefully all information in this Circular and the Tender Form, consult their own legal, investment and tax advisers and make their own decisions as to whether to tender Ordinary Shares, and, if so, the number of Ordinary Shares to tender.

The Tender Offer will open on 23 April 2024 and will close at 1.00 p.m. on 31 May 2024, unless such dates are altered by means of an announcement through a Regulatory Information Service, and will only be available to Qualifying Shareholders on the Register at the Record Date. The procedure for participating in the Tender Offer is set out in Part IV (Details of the Tender Offer) of this Circular. If you hold your Ordinary Shares in certificated form and wish to tender any such Ordinary Shares for purchase by Merrill Lynch International ("BofA Securities") under the Tender Offer, the Tender Form must be completed, signed and returned, together with your share certificate(s) and/or other document(s) of title, in accordance with the instructions printed thereon, on or after 23 April 2024 and so as to be received by post by the Receiving Agent at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6AH by not later than 1.00 p.m. on 31 May 2024. If you hold your Ordinary Shares in uncertificated form and wish to tender any such Ordinary Shares for purchase by BofA Securities under the Tender Offer, you must make your tender electronically through CREST on or after 23 April 2024 and so that the relevant TTE Instruction settles by not later than 1.00 p.m. on 31 May 2024.

The availability of the Tender Offer to Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are located. Shareholders who are not resident in the United Kingdom should read paragraph 6 of Part IV (Details of the Tender Offer) of this Circular and should inform themselves about, and observe, any applicable legal or regulatory requirements. In addition, the attention of Shareholders who are resident in the United States is drawn to the Notice for US Shareholders on page iii of this Circular.

The Tender Offer is not being made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone and e-mail) of interstate or foreign commerce of, or any facilities of a national securities exchange of, any Restricted Jurisdiction and the Tender Offer cannot be accepted by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction. Accordingly, unless otherwise determined by the Company and permitted by applicable law and regulation, neither this Circular nor the Tender Form nor any related document is being, nor may it be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed, or sent in, into or from any Restricted Jurisdiction, and persons receiving this Circular, the Tender Form and/or any related document (including, without limitation, trustees, nominees or custodians) must not mail or otherwise forward, distribute or send it in, into or from such Restricted Jurisdiction, as to do so may invalidate any purported acceptance of the Tender Offer. Any person (including, without limitation, trustees, nominees or custodians) who would or otherwise intends to, or who may have a contractual or legal obligation to, forward this Circular, the Tender Form and/or any related document to any jurisdiction outside the United Kingdom, should seek appropriate advice before taking any action.

The Tender Offer is conditional on approval from Shareholders of certain matters, which is being sought at the Annual General Meeting. Notice of the Annual General Meeting to be held at Plumtree Court, 25 Shoe Lane, London, EC4A 4AU at 1.00 p.m. on 23 May 2024 accompanies this Circular. Save where Shareholders have opted to register proxy appointments electronically, a Form of Proxy to be used in connection with the Annual General Meeting accompanies the Notice of Annual General Meeting. Whether or not you intend to attend the Annual General Meeting in person, you are requested to complete the Form of Proxy in accordance with the instructions printed on it and return it as soon as possible by post but, in any event, so as to be received by the Registrar at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6AH, by not later than 1.00 p.m. on 21 May 2024 (or, in the case of an adjournment, not later than 48 hours (excluding non-BusinessDays) before the time fixed for the holding of the adjourned meeting). If you hold Ordinary Shares in CREST, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to the Registrar, Computershare (CREST Participant ID 3RA50), so that it is received by not later than

1.00 p.m. on 21 May 2024 (or, in the case of an adjournment, not later than 48 hours (excluding non-Business Days) before the time fixed for the holding of the adjourned meeting). The completion and return of a Form of Proxy, the submission of a CREST Proxy Instruction or the electronic registration of a proxy appointment will not preclude you from attending and voting in person (in substitution for your proxy vote) at the Annual General Meeting, or any adjournment thereof, if you wish to do so and are so entitled.

• Being the US dollar equivalent of the Maximum Aggregate Tender Offer Amount based on the Bloomberg fix rate for GBP:US$ at 5.00 p.m. on the Latest Practicable Date.

i

Please read the whole of this Circular and the accompanying Tender Form. A summary of the action to be taken by Shareholders is set out in paragraph 6 of Part II (Letter from the Chairman) of this Circular and in the accompanying Notice of Annual General Meeting.

The maximum number of Ordinary Shares that may be purchased in the Tender Offer has been calculated by converting US$100 million into Pounds Sterling using an exchange rate of GBP1.00:US$1.23390 and dividing the resulting Pounds Sterling amount by the Tender Price of £2.14. Depending on the GBP:US$ exchange rate at the time that Ordinary Shares that have been successfully tendered are acquired under the Tender Offer, the aggregate US dollar amount that is paid to Shareholders under the Tender Offer may be more or less than US$100 million (see paragraph 4 of Part VI (Additional Information) of this Circular).

Goldman Sachs International ("Goldman Sachs") is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority. Goldman Sachs is acting exclusively for Petershill Partners and for no-one else in connection with the Tender Offer or any other matters referred to in this document. Goldman Sachs will not regard any other person (whether or not a recipient of this Circular) as a client in relation to the Tender Offer or any other matters referred to in this Circular and will not be responsible to any person other than Petershill Partners for providing the protections afforded to clients of Goldman Sachs or for providing advice in relation to any transaction, matter or arrangement referred to in this Circular. Goldman Sachs is acting solely as financial adviser to the Company and will not be undertaking any purchases of Ordinary Shares on behalf of the Company under the Tender Offer.

Goldman Sachs Group, Inc. is the holding company of a corporate group (the "Goldman Sachs Group") that includes Goldman Sachs Asset Management Fund Services Limited (the "Operator"), which acts as Petershill Partners' operator and investment manager, and Goldman Sachs, which is acting as a financial adviser to Petershill Partners in relation to the Tender Offer. The Goldman Sachs Group and its affiliates are engaged in various activities and businesses, including but not limited to, securities, commodities and derivatives trading, foreign exchange and other brokerage activities, research publication and principal investments, as well as provision of investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of corporations, funds, governments and individuals from whom conflicting interests or duties, or a perception thereof, may arise. Accordingly, members of the Goldman Sachs Group may conduct businesses or activities (whether acting in their own interests or in the interests of other clients) which may affect Petershill Partners and its corporate group.

J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority. J.P. Morgan Cazenove is acting exclusively for Petershill Partners and for no one else in connection with the Tender Offer or any other matters referred to in this document. J.P. Morgan Cazenove will not regard any other person (whether or not a recipient of this Circular) as a client in relation to the Tender Offer or any other matters referred to in this Circular and will not be responsible to any person other than Petershill Partners for providing the protections afforded to clients of J.P. Morgan Cazenove or for providing advice in relation to any transaction, matter or arrangement referred to in this Circular. J.P. Morgan Cazenove is acting solely as financial adviser to the Company and will not be undertaking any purchases of Ordinary Shares on behalf of the Company under the Tender Offer.

BofA Securities is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority. BofA Securities is acting exclusively for Petershill Partners and for no-one else in connection with the Tender Offer or any other matters referred to in this document. BofA Securities will not regard any other person (whether or not a recipient of this Circular) as a client in relation to the Tender Offer or any other matters referred to in this Circular and will not be responsible to any person other than Petershill Partners for providing the protections afforded to clients of BofA Securities or for providing advice in relation to any transaction, matter or arrangement referred to in this Circular.

Apart from the responsibilities and liabilities, if any, which may be imposed on BofA Securities, Goldman Sachs and J.P. Morgan Cazenove (the "Financial Advisers") under FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable (i) none of the Financial Advisers or any persons associated or affiliated with any of them accepts any responsibility whatsoever or makes any warranty or representation, express or implied, in relation to the contents of this Circular, including its accuracy, completeness or verification or for any other statement made or purported to be made by, or on behalf of it, Petershill Partners or the Directors, in connection with Petershill Partners and/or the Tender Offer, and (ii) each of the Financial Advisers and each of their respective affiliates accordingly disclaims, to the fullest extent permitted by law, all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise be found to have in respect of this Circular (including in the determination of the Tender Price) or any such statement. No representation or warranty, express or implied, is made by any of the Financial Advisers or any of their respective affiliates as to the accuracy, completeness, verification or sufficiency of the information set out in this Circular, and nothing in this document will be relied upon as a promise or representation in this respect, whether or not as to the past or future.

Each of the Financial Advisers and their respective affiliates may have engaged in transactions with, and provided various commercial banking, investment banking, financial advisory transactions and services in the ordinary course of their business with Petershill Partners and its affiliates for which they would have received customary fees and commissions. Each of the Financial Advisers and their respective affiliates may provide such services to Petershill Partners and its affiliates in the future. In the ordinary course of their various business activities, the Financial Advisers and their respective affiliates may hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (which may include bank loans and/or credit default swaps) in Petershill Partners and its respective affiliates for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments.

Investors who participate in the Tender Offer will be deemed to have acknowledged that (i) they have not relied on any of the Financial Advisers or any person affiliated with any of the Financial Advisers in connection with any investigation of the accuracy of any information contained in this Circular or their investment decision, (ii) they have relied only on the information contained in this Circular, and (iii) no person has been authorised to give any information or to make any representation concerning Petershill Partners or the Tender Offer (other than as contained in this Circular) and, if given or made, any such other information or representation should not be relied upon as having been authorised by Petershill Partners or any of the Financial Advisers.

None of Petershill Partners or any of the Financial Advisers or any of their respective representatives is making any representation to any participant in the Tender Offer regarding the legality of participation in the Tender Offer by such offeree or participant under the laws applicable to such offeree or participant.

ii

This Circular includes forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond our control and all of which are based on the Directors' current beliefs and expectations about future events. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as "believe", "expect", "may", "will", "would", "could", "should", "shall", "risk", "intend", "estimate", "aim", "plan", "predict", "continue", "assume", "positioned", "anticipate", "hope" or "target" 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 a number of places throughout this Circular and include statements regarding our intentions, beliefs or current expectations concerning, among other things, the future results of operations, financial condition, liquidity, prospects, growth, strategies, our dividend policy, and the industry in which we operate.

These forward-looking statements and other statements contained in this Circular regarding matters that are not historical facts involve predictions and by their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties we face. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed, or implied in such forward-looking statements.

Such forward-looking statements contained in this Circular speak only as of the date of this Circular, and such forward-looking statements based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The Company, the Directors and the Financial Advisers and their respective affiliates expressly disclaim any obligation or undertaking to update these forward- looking statements contained in the document to reflect any change in their expectations or any change in events, conditions, or circumstances on which such statements are based unless required to do so by applicable law, the Prospectus Regulation Rules, the Listing Rules or the Disclosure Guidance and Transparency Rules of the FCA or assimilated Regulation (EU) 596/2014 as it forms part of the law of the UK by virtue of the European Union (Withdrawal) Act 2018, as amended from time to time (the "UK Market Abuse Regulation").

No statement in this Circular or incorporated by reference into this Circular is intended to constitute a profit forecast or profit estimate for any period, nor should any statement be interpreted to mean that earnings or earnings per share will necessarily be greater or less than those for the preceding financial periods of the Company.

Notice for US shareholders

The Tender Offer relates to securities in a non-US company which is registered in the UK and is subject to the disclosure requirements, rules and practices applicable to companies listed in the UK, which differ from those of the US in certain material respects. This Circular has been prepared in accordance with UK style and practice for the purpose of complying with English law and the Listing Rules, and US Shareholders should read this entire Circular, including Part IV (Details of the Tender Offer) and Part V (Taxation) of this Circular. The financial information relating to the Company, which is available for review on the Company's website, has not been prepared in accordance with generally accepted accounting principles in the US and thus may not be comparable to financial information relating to US companies.

The Tender Offer will be made in the US pursuant to an exemption from certain US tender offer rules and otherwise in accordance with the requirements of UK legislation. Accordingly, the Tender Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, that may be different from those applicable under US domestic tender offer procedures and law. US Shareholders should note that the Ordinary Shares are not listed on a US securities exchange and the Company is not subject to the periodic reporting requirements of the US Exchange Act and is not required to, and does not, file any reports with the US Securities and Exchange Commission thereunder.

It may be difficult for US Shareholders to enforce certain rights and claims arising in connection with the Tender Offer under US federal securities laws since the Company is located outside the US and most of its officers and Directors may reside outside the US. It may not be possible to sue a non-US company or its officers or Directors in a non-US court for violations of US securities laws. It also may not be possible to compel a non-US company or its affiliates to subject themselves to a US court's judgment.

The receipt of cash pursuant to the Tender Offer by a Shareholder who is a US person subject to US federal income tax is expected to be a taxable transaction for US federal income tax purposes. Paragraph 2 of Part V (Taxation) of this Circular sets out a guide to certain US tax consequences of the Tender Offer for Shareholders under current US law. Each such Shareholder should, however, consult and seek individual advice from an appropriate professional adviser.

In accordance with normal UK market practice and Rule 14e-5(b) of the US Exchange Act, the Company, its nominees, its brokers (acting as agents), the Financial Advisers or any of their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, Ordinary Shares outside the United States, other than pursuant to the Tender Offer, before or during the period in which the Tender Offer remains open for acceptance, including sales and purchases of Ordinary Shares effected by the Financial Advisers acting as market makers in the Ordinary Shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website, http://www.londonstockexchange.com.

While the Tender Offer is being made available to Shareholders in the US, the right to tender Ordinary Shares is not being made available in any jurisdiction in the US in which the making of the Tender Offer or the right to tender such Ordinary Shares would not be in compliance with the laws of such jurisdiction.

This Circular has not been approved, disapproved or otherwise recommended by the US Securities and Exchange Commission or any US state securities commission and such authorities have not confirmed the accuracy or determined the adequacy of this Circular. Any representation to the contrary is a criminal offence in the US.

Dated 23 April 2024

iii

Contents
PART I EXPECTED TIMETABLE FOR TENDER OFFER	1
PART II LETTER FROM THE CHAIRMAN	2
PART III QUESTIONS AND ANSWERS ON THE TENDER OFFER	6
PART IV DETAILS OF THE TENDER OFFER	9
PART V TAXATION	18
PART VI ADDITIONAL INFORMATION	23
PART VII DEFINITIONS	24

Where to find help

You will find answers to some of the questions most often asked by Shareholders about tender offers and the procedure for participating in the Tender Offer in Part III (Questions and Answers on the Tender Offer) of this Circular. If you have further questions on the Tender Offer, there is a Shareholder Helpline available between the hours of 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday (excluding UK public holidays). The Shareholder Helpline is operated by the Receiving Agent, Computershare Investor Services PLC, on behalf of the Company.

The Shareholder Helpline number is [phone]. Please use the country code when calling outside the UK. Lines are open from 8.30 a.m. to 5.30 p.m. (UK time) Monday to Friday (excluding English and Welsh public holidays). Calls from outside the UK will be charged at the applicable international rate. Please note that calls to the Shareholder Helpline numbers may be monitored or recorded.

Please note that, for legal reasons, the Shareholder Helpline will only be able to provide information contained in this Circular and the Tender Form and will be unable to give advice on the merits of the Tender Offer or to provide financial, investment or taxation advice.

iv

PART I

Expected timetable for tender offer

Each of the times and dates in the table below is indicative only and may be subject to change by Petershill Partners, in consultation with the Financial Advisers, in which event details of the new times and dates will be notified to Shareholders by announcement through a Regulatory Information Service.

Tender Offer opens (subject to the passing at the Annual General Meeting of the Tender Offer	23 April 2024
Resolution set out in the Notice of Annual General Meeting that accompanies this Circular)
Ex-dividend date	9 May 2024
Dividend record date	10 May 2024
Latest time and date for receipt of Forms of Proxy for the Annual General Meeting	1.00 p.m. on 21 May 2024
Annual General Meeting	1.00 p.m. on 23 May 2024
Announcement of results of the Annual General Meeting	23 May 2024
Latest time and date for receipt of Tender Forms and share certificates or other documents of title for	1.00 p.m. on 31 May 2024
tendered certificated Ordinary Shares (i.e. close of the Tender Offer)
Latest time and date for settlement of TTE Instructions for tendered uncertificated Ordinary Shares	1.00 p.m. on 31 May 2024
(i.e. close of the Tender Offer)
Record Date for the Tender Offer	6.00 p.m. on 31 May 2024
Announcement of the results of the Tender Offer	5 June 2024
Unconditional Date for the Tender Offer and purchase of Ordinary Shares under the Tender Offer	5 June 2024
CREST accounts credited with unsuccessfully tendered uncertificated Ordinary Shares	7 June 2024
CREST accounts credited in respect of Tender Offer proceeds for uncertificated Ordinary Shares	7 June 2024
Dividend payment date	14 June 2024
Cheques dispatched in respect of Tender Offer proceeds for certificated Ordinary Shares	By no later than 14 June 2024
Return of share certificates in respect of unsuccessful tenders of certificated Ordinary Shares	By no later than 14 June 2024
Dispatch of balance share certificates in respect of unsold Ordinary Shares in certificated form	By no later than 14 June 2024

Note:

1. All references to times in the timetable above are to London times.

1

PART II

Letter from the chairman

Petershill Partners plc

(Incorporated and registered in England and Wales with registered number 13289144)

Directors	Registered Office:
Naguib Kheraj (Chairman)	Petershill Partners plc
Everard Barclay Simmons (Senior Independent Director)	5th Floor
Annemarie Durbin (Independent Non-Executive Director)	20 Fenchurch Street
Erica Handling (Independent Non-Executive Director)	London EC3M 3BY
Mark Merson (Independent Non-Executive Director)

23 April 2024

Dear shareholder,

Proposed return of US$100 million* by way of Tender Offer

1. Introduction

1.1 Background to the Tender Offer

The Company announced on 26 March 2024, on publication of its annual results for the period ending 31 December 2023, that it was considering launching a tender offer. It is now proposed that the Company conduct a tender offer, for up to US$100 million in equivalent aggregate value, at a price per Ordinary Share of £2.14 (the "Tender Price").

The Directors remain focused on the efficient and disciplined management of capital with the overriding objective of driving shareholder value. The Company exercised restraint around M&A in an uncertain market environment last year but understands that deploying capital is a critical driver of delivering investment returns for Shareholders. Given the current share price and the Company's cash resources, the Directors believe that the Tender Offer provides a meaningful opportunity for the Company to invest in its own portfolio at a significant discount to current valuations, offering a very attractive investment opportunity to increase its exposure to assets the Company knows well, whilst also providing liquidity to Shareholders who may wish to sell Ordinary Shares. The Company has previously repurchased its own Ordinary Shares via successive on-market buyback programmes, with the first US$50 million buyback programme announced on 22 April 2022 and the second US$50 million buyback programme announced on 17 May 2023. Unlike the on-market buyback programmes, which can be restricted in terms of the price payable and liquidity, the Tender Offer will allow all Qualifying Shareholders the opportunity to obtain liquidity for all or part of their shareholding on equal terms.

The Directors have received confirmation that the Petershill Funds that are Shareholders in the Company and which are managed or advised by Goldman Sachs Asset Management, L.P. (the "PH Fund Shareholders"), in aggregate having an interest in 76.8 per cent. of the Company's voting rights, are supportive of the Tender Offer and intend to vote in favour of the Tender Offer Resolution at the Annual General Meeting in respect of their holdings of Ordinary Shares, but will not participate in the Tender Offer.

As the PH Fund Shareholders will not participate in the Tender Offer, the Tender Offer will involve the purchase of Ordinary Shares with an aggregate value of up to the Maximum Aggregate Tender Offer Amount from other Shareholders, who collectively own 23.2 per cent. of the Ordinary Shares. This represents a substantial increase in the aggregate value that can be returned to those other Shareholders compared to what would have been returned to them had the PH Fund Shareholders participated in the Tender Offer. As a consequence of completion of the Tender Offer, assuming 37,870,955 Ordinary Shares are purchased from other Shareholders at the Tender Price, and subsequently repurchased by the Company, the percentage of the Company's voting rights in which the PH Fund Shareholders have an interest will increase to 79.5 per cent. Following the completion of the Tender Offer, therefore, the PH Fund Shareholders (and Goldman Sachs Asset Management, L.P., as their manager which controls the votes of the Petershill Funds) will continue to possess significant voting power and have a significant direct influence over all matters requiring Shareholder approval, including the election of the Directors.

At the time of the initial public offering of the Company, the Operator expected to need to reduce its long-term managed holdings to less than 25 per cent. of the Company, under US bank holding company regulations, but was not required to do so prior to the fifth anniversary of the Company's initial public offering (being September 2026). However, as announced on 15 April 2024, having had the opportunity to evaluate the operation of Petershill Partners over the past several years, the Operator, in consultation with the Company, has determined that it could maintain an ownership greater than 25 per cent. of the Company beyond September 2026 in compliance with US bank holding company regulations, while allowing the Company to continue to operate as it has been doing in the ordinary course. The Petershill Funds maintain their aim to create additional liquidity and free float in Petershill Partners over time while maximising value. While the Operator's goal remains to reduce long-term managed holdings to less than 25 per cent., should this occur after the fifth anniversary of the Company's initial public offering (being September 2026), the Operator does not expect any changes to the operations of the Company.

On 26 March 2024, the Board proposed a final dividend payment of 10.1 cents (USD) per Ordinary Share, payable on 14 June 2024 to Shareholders on the register as at close of business on 10 May 2024 with the ex dividend date being 9 May 2024. Accordingly, all Shareholders, irrespective of participation in the Tender Offer, will receive the final dividend.

• Being the US dollar equivalent of the Maximum Aggregate Tender Offer Amount based on the Bloomberg fix rate for GBP:US$ at 5.00 p.m. on the Latest Practicable Date.

2

At the forthcoming Annual General Meeting of the Company on 23 May 2024 (notice of which accompanies this document) the Company will seek Shareholders' approval for an on-market buyback resolution that will authorise the Company to effect the Tender Offer. The Company will also seek Shareholders' approval for a general buyback authority to replace the equivalent authority which was granted at the annual general meeting of the Company held on 24 May 2023.

Qualifying Shareholders are not required to tender any or all of their Ordinary Shares if they do not wish to do so. The purpose of this Circular is to provide Shareholders with information about the background to, and reasons for, the Tender Offer and why the Board considers that the Tender Offer is in the best interests of the Company and Shareholders as a whole. The Directors' recommendation, intentions as regards participation in the Tender Offer and voting intention is set out at paragraphs 8 (Recommendation) and 9 (Directors' Intentions) of this letter.

This Circular contains further details of the Tender Offer, together with details of how Qualifying Shareholders can tender Ordinary Shares for purchase, if they wish to do so.

1.2 Benefits of the Tender Offer

The benefits of the Tender Offer for Shareholders as a whole are that:

1. it is available to all Qualifying Shareholders regardless of the size of their holdings;
2. it provides Qualifying Shareholders who wish to reduce their holdings of Ordinary Shares with an opportunity to do so at a premium to the closing price of an Ordinary Share of £1.86 on 22 April 2024 (the "Latest Practicable Date") as derived from the London Stock Exchange's Daily Official List; and
3. it permits Shareholders who wish to retain their current investment in the Company to do so, allowing them to benefit from the accretive impact of the Company repurchasing its own Ordinary Shares at a material discount to the book value of its assets and at a price which is expected to be accretive to earnings per share.

2. The Tender Offer

1. Overview of the Tender Offer
   Full details of the Tender Offer, including the terms and conditions on which it is made, are set out in Part IV (Details of the Tender Offer) of this Circular and in the Tender Form. Shareholders do not have to tender any Ordinary Shares.
   All Qualifying Shareholders who are on the Register at 6.00 p.m. on 31 May 2024 are entitled, but not required, to tender some or all of their Ordinary Shares for purchase by BofA Securities, acting as principal, on the terms set out in this Circular and the Tender Form. Subject to satisfaction of the conditions to the Tender Offer, Ordinary Shares which are successfully tendered under the Tender Offer will be purchased at the Tender Price.
   The Tender Price represents a premium of 15 per cent. to the closing price of 186 pence per Ordinary Share on the Latest Practicable Date.
   The Tender Offer is to be effected by BofA Securities (acting as principal and not as agent, nominee or trustee) purchasing Ordinary Shares from Shareholders. BofA Securities, in turn, has the right to require the Company to purchase from it, and can be required by the Company to sell to it, such (or an equivalent number of) Ordinary Shares at the Tender Price under an option agreement (the "Option Agreement"), details of which are set out in paragraph 3 of Part VI (Additional Information) of this Circular. All Ordinary Shares purchased by the Company from BofA Securities pursuant to the Option Agreement will be cancelled.
2. Options available to Qualifying Shareholders in respect of the Tender Offer Qualifying Shareholders can elect:
3. 1. to tender some or all of their Ordinary Shares for purchase and to receive the Tender Price in cash in consideration for such purchase (subject to scaling-down, where applicable); or
   2. not to tender any Ordinary Shares in the Tender Offer.

It is a matter for each Qualifying Shareholder whether they wish to tender any Ordinary Shares. Qualifying Shareholders are not obliged to tender any Ordinary Shares if they do not wish to do so. The total number of Ordinary Shares tendered by any Qualifying Shareholder must not exceed the total number of Ordinary Shares registered in their name at the Record Date.

Once made, any tender of Ordinary Shares will be irrevocable.

1. Price which Shareholders will receive in respect of Ordinary Shares they successfully tender
   A single price per Ordinary Share will be paid in respect of all Ordinary Shares purchased by BofA Securities pursuant to the Tender Offer, that price being the Tender Price.
2. Number of Ordinary Shares that will be purchased pursuant to the Tender Offer
   All Shareholders who tender Ordinary Shares will receive the Tender Price for each Ordinary Share that is tendered, subject, where applicable, to the scaling-down arrangements described in paragraphs 2.13 to 2.15 of Part IV (Details of the Tender Offer) of this Circular. If more than 37,870,955 Ordinary Shares are validly tendered by Shareholders, acceptances of validly tendered Ordinary Shares will be scaled-down to determine the extent to which individual tenders are accepted. Accordingly, where scaling-down applies there is no guarantee that all of the Ordinary Shares which are tendered by Qualifying Shareholders will be accepted for purchase.

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1. Guaranteed Entitlement
   The Guaranteed Entitlement (as defined below) is only relevant if the Tender Offer is oversubscribed. Tenders in respect of up to approximately 14.6 per cent. of each holding of Ordinary Shares of every Qualifying Shareholder on the Record Date will be accepted in full at the Tender Price and will not be scaled down. This percentage is known as the "Guaranteed Entitlement".
   Qualifying Shareholders may tender Ordinary Shares in excess of their Guaranteed Entitlement. However, the tender of such excess Ordinary Shares will only be successful to the extent that other Qualifying Shareholders have tendered less than their Guaranteed Entitlement.
2. Circumstances in which the Tender Offer may not proceed
   There is no guarantee that the Tender Offer will be completed. The Tender Offer is conditional on the passing of the Tender Offer Resolution set out in the Notice of Annual General Meeting that accompanies this Circular. The Tender Offer is also conditional on the other matters specified in paragraph 2.1 of Part IV (Details of the Tender Offer) of this Circular.
   The Board has reserved the right, at any time prior to the Tender Offer becoming unconditional, to require BofA Securities not to proceed with the Tender Offer if the Board concludes that the implementation of the Tender Offer is no longer in the best interests of the Company and/or Shareholders as a whole. The Board has also reserved the right, at any time prior to the announcement of the results of the Tender Offer, with the prior consent of BofA Securities, to revise the aggregate value of the Tender Offer, or to extend the period during which the Tender Offer is open, based on market conditions and/or other factors, subject to compliance with applicable legal and regulatory requirements.
   If the Tender Offer is not completed or is only partially taken up, the Board will consider how best to deploy the cash resources available for the benefit of Shareholders in the light of prevailing market conditions at the time.
3. Results announcement and Unconditional Date
4. It is expected that the results of the Tender Offer will be announced on 5 June 2024, which will be the Unconditional Date for the Tender Offer. Settlement is then expected to take place as set out in the timetable on page 1 of this Circular and as provided for in Part IV (Details of the Tender Offer) of this Circular.
5. Full terms and conditions of the Tender Offer
   The Tender Offer is made subject to the terms and conditions set out in Part IV (Details of the Tender Offer) of this Circular. Further information about circumstances in which the Tender Offer may not proceed, the procedure for tendering Ordinary Shares in the Tender Offer and other important details of the Tender Offer are also set out in Part IV (Details of the Tender Offer) of this Circular.

3. Authorities to buy back ordinary shares

1. Existing Buyback Authority
   At the Company's AGM held on 24 May 2023, general authority to buy back up to a maximum of 113,539,959 Ordinary Shares, representing approximately 10 per cent. of the Company's Issued Ordinary Share Capital at that time, was approved by Shareholders (the "Existing Buyback Authority"). Following the announcement on 26 March 2024 that the Company was contemplating a tender offer, in compliance with applicable US securities law requirements, the agreement that the Company had entered into with BofA Securities on 16 May 2023 which authorised BofA Securities to make on market purchases of Ordinary Shares up to an aggregate value of US$50 million (the "2023 Buyback Agreement") was terminated with effect from 11 April 2024. At the time of its termination, 15,820,478 Ordinary Shares had been bought back by the Company pursuant to the terms of the 2023 Buyback Agreement for a total gross purchase consideration of US$31.8 million. Subject to Shareholders approving a new on market buyback authority at the Annual General Meeting the US$18.2 million capacity remaining under the 2023 Buyback Agreement will be included in any future buyback programme the Company enters into following the completion of the Tender Offer.
   If the Tender Offer is successfully implemented, the Company's Issued Ordinary Share Capital will be reduced. Given that the Existing Buyback Authority was sought in respect of the Company's pre-Tender Offer Issued Ordinary Share Capital, the Company is seeking approval of the New Buyback Authority at the Annual General Meeting which will, as further detailed below, replace the Existing Buyback Authority.
2. At the Company's forthcoming Annual General Meeting the Company will seek to renew the general buyback authority granted at last year's AGM (the "New Buyback Authority"). The New Buyback Authority is separate to the buyback authority that is being sought in respect of the Tender Offer. If approved, the New Buyback Authority will authorise the Company to purchase up to a maximum of 108,170,816 Ordinary Shares which represents up to 10 per cent. of the Company's Issued Ordinary Share Capital immediately following the completion of the Tender Offer assuming that the Tender Offer completes and 37,870,955 Ordinary Shares are purchased in the Tender Offer (being the maximum number of Ordinary Shares that the Company is seeking authority to purchase in the Tender Offer).

4. Tax

A guide to certain UK tax consequences of the Tender Offer for Shareholders under current UK law and HM Revenue & Customs practice is set out in paragraph 1 of Part V (Taxation) of this Circular and a guide to certain US tax consequences of the Tender Offer for Shareholders under current US law is set out in paragraph 2 of Part V (Taxation) of this Circular.

Shareholders who are subject to tax in a jurisdiction other than the UK or the US, or who are in any doubt as to the potential tax consequences of tendering their Ordinary Shares under the Tender Offer, are strongly recommended to consult their own independent professional advisers before tendering their Ordinary Shares under the Tender Offer.

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5. Overseas shareholders

The attention of Overseas Shareholders is drawn to paragraph 6 of Part IV (Details of the Tender Offer) of this Circular. In addition, the attention of Shareholders who are resident in the United States is drawn to the Notice for US Shareholders on page iii of this Circular.

Overseas Shareholders should inform themselves about and observe any applicable legal and regulatory requirements. If you are in any doubt about your position, you should consult your professional adviser in the relevant jurisdiction.

6. Action to be taken by shareholders

6.1 Action Shareholders should take in relation to the Tender Offer

Those Shareholders who wish to tender Ordinary Shares should note that the procedure for doing so depends on whether Ordinary Shares are held in certificated or uncertificated form and which nominee service (if any) Ordinary Shares are held in. The relevant procedures are summarised below. Full details of applicable procedures and related timings are set out in Part IV (Details of the Tender Offer) of this Circular.

Shareholders who do not wish to sell any Ordinary Shares under the Tender Offer should take no action in relation to the Tender Form and should not make any TTE Instruction.

If you are in doubt about completion of the Tender Form or sending a TTE Instruction, please contact the Shareholder Helpline on [phone]. Please use the country code if calling from outside the UK. Lines are open from 8.30 a.m. to 5.30 p.m. (UK time) Monday to Friday (excluding English and Welsh public holidays). Calls from outside the UK will be charged at the applicable international rate. Please note that calls to the Shareholder Helpline numbers may be monitored or recorded.

Please note that, for legal reasons, the Shareholder Helpline will only be able to provide information contained in this Circular and the Tender Form and will be unable to give advice on the merits of the Tender Offer or to provide legal, financial, investment or taxation advice.

1. Ordinary Shares held in certificated form
   Qualifying Shareholders who hold Ordinary Shares in certificated form and who wish to tender all or any of their Ordinary Shares should complete a Tender Form, in accordance with the instructions printed thereon and set out in Part IV (Details of the Tender Offer) of this Circular, and return it, together with their share certificate(s) and/or other document(s) of title or (where applicable) a satisfactory indemnity in lieu thereof in respect of the tendered Ordinary Shares, on or after 23 April 2024 and so as to be received by post by the Receiving Agent at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6AH by not later than 1.00 p.m. on 31 May 2024. Tender Forms submitted before the Tender Offer opens on 23 April 2024 or after the Tender Offer closes on 31 May 2024 will be treated as invalid.
2. Ordinary Shares held in uncertificated form
   Qualifying Shareholders who hold their Ordinary Shares in uncertificated form and who wish to tender all or any of their Ordinary Shares should tender electronically through CREST on or after 23 April 2024 so that the TTE Instruction settles by not later than 1.00 p.m. on 31 May 2024.
   The CREST Manual may also assist you in making a TTE Instruction.

7. Financial advice

The Board has received financial advice from BofA Securities, Goldman Sachs and J.P. Morgan Cazenove in relation to the Tender Offer. In providing their financial advice, BofA Securities, Goldman Sachs and J.P. Morgan Cazenove have relied upon the Board's commercial assessments.

8. Recommendation

As set out in the Notice of Annual General Meeting that accompanies this Circular, the Directors consider that all the resolutions to be put to the meeting (including the Tender Offer Resolution) are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of each of these resolutions to be proposed at the Annual General Meeting (including the Tender Offer Resolution), as they intend to do in respect of their own beneficial holdings.

However, the Board makes no recommendation to Shareholders in relation to participation in the Tender Offer itself. Whether or not Shareholders decide to tender all or any of their Ordinary Shares will depend on, among other things, their view of the Company's prospects and their own individual circumstances, including their tax position. Shareholders need to take their own decision and are recommended to consult their duly authorised independent advisers.

9. Directors' intentions

Each Director has confirmed that he or she does not intend to tender Shares owned or controlled by that Director in the Tender Offer.

Yours faithfully

Naguib Kheraj

Chairman

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PART III

Questions and answers on the Tender Offer

To help you understand what is involved in the Tender Offer, the Company has prepared some questions and answers. You should read the whole of this Circular and not rely solely on the summary information in this Part III. Part II (Letter from the Chairman) of this Circular contains a letter from the Chairman of the Company in relation to the Tender Offer and Part IV (Details of the Tender Offer) of this Circular sets out the detailed terms and conditions of the Tender Offer. In the event of any inconsistency between the contents of this Part III and the terms and conditions set out in Part IV (Details of the Tender Offer) of this Circular, the terms and conditions set out in Part IV (Details of the Tender Offer) of this Circular shall prevail.

1. Is there a meeting to approve the Tender Offer? How do I vote?

As the Tender Offer requires the approval of Shareholders, Shareholders will be asked to vote on the Tender Offer Resolution at the Annual General Meeting of the Company. The Tender Offer Resolution to approve the Tender Offer requires a majority of 75 per cent. or more of the votes cast in order to be passed.

All Shareholders are entitled to attend and vote at the Annual General Meeting. Shareholders have a choice whether to attend the meeting. If you choose not to attend, we would encourage you to exercise your right to vote at the meeting either (if applicable) by signing and returning the Form of Proxy which accompanies the Notice of Annual General Meeting or by submitting an electronic proxy appointment via the internet at www.investorcentre.co.uk/eproxyor (if you hold your Ordinary Shares in uncertificated form) by completing and transmitting a CREST Proxy Instruction to the Registrar, Computershare (CREST Participant ID 3RA50). In each case, the proxy appointment must be received by not later than 1.00 p.m. on 21 May 2024.

2. Should I tender my Ordinary Shares?

You should make your own decision as to whether or not you participate in the Tender Offer and are recommended to consult an appropriate independent adviser. The Board makes no recommendation to Shareholders in relation to participation in the Tender Offer itself. Whether or not you decide to tender all or any of your Ordinary Shares will depend on, among other things, your view of Petershill Partners's prospects and your own individual circumstances, including your tax position.

3. What do I need to do next?

First, we would encourage you to either (if applicable) sign and return the Form of Proxy which accompanies the Notice of Annual General Meeting or to submit an electronic proxy appointment or (if you hold your Ordinary Shares in uncertificated form) to take the necessary steps within CREST to vote at the Annual General Meeting.

Secondly, you should consider whether you want to tender all or any of your Ordinary Shares.

If you do decide to tender Ordinary Shares and you hold those Ordinary Shares in certificated form, you will need to return the completed Tender Form together with your Petershill Partners share certificate(s) and/or other document(s) of title or (where applicable) a satisfactory indemnity in lieu thereof in respect of the tendered Ordinary Shares, on or after 23 April 2024. Completed Tender Forms (along with your share certificate(s) and/or other document(s) of title) should be submitted to the Receiving Agent at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6AH on or after 23 April 2024 and so as to be received by not later than 1.00 p.m. on 31 May 2024, as set out in paragraph 3.2 of Part IV (Details of the Tender Offer) of this Circular.

If you decide to tender Ordinary Shares and you hold those shares in uncertificated form, you should read paragraph 3.3 of Part IV (Details of the Tender Offer) of this Circular which details specific procedures applicable to the holders of uncertificated Ordinary Shares.

4. Am I obliged to tender my Ordinary Shares? What happens if I don't tender?

No, you are not obliged to tender any of your Ordinary Shares. If you choose not to tender your Ordinary Shares under the Tender Offer, your holding will be unaffected, save for the fact that the cancellation of the Ordinary Shares which are bought under the Tender Offer will mean that, subsequent to that cancellation, you will own a greater percentage of the Company than you did before the Tender Offer, as there will be fewer Ordinary Shares in issue. The same would apply if you tender Ordinary Shares unsuccessfully.

Those Shareholders who do not successfully tender any of their Ordinary Shares under the Tender Offer will not participate in the Tender Offer.

5. Who is eligible to participate in the Tender Offer?

The Tender Offer is open to both private and institutional holders of Ordinary Shares alike who are on the Register at the Record Date and who are not resident in a Restricted Jurisdiction. For legal and regulatory reasons, we are unable to make the opportunity to participate in the Tender Offer available to Shareholders who are resident in the Restricted Jurisdictions.

Shareholders resident outside the UK, or who are nationals or citizens of jurisdictions other than the UK, should read the information set out in paragraph 6 of Part IV (Details of the Tender Offer) of this Circular.

In addition, the attention of Shareholders who are resident in the United States is drawn to the Notice for US Shareholders on page iii of this Circular.

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