Rule 2.8 Announcement

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

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

21 November 2025

No intention to make an offer for JTC plc ("JTC")

Further to the announcement made by JTC on 12 September 2025 regarding a possible offer for JTC,

Warburg Pincus LLC, acting in its capacity as advisor to its affiliated investment funds, ("Warburg Pincus") confirms that it does not intend to make a firm offer for JTC.

This is a statement to which Rule 2.8 of the Code applies. Accordingly, Warburg Pincus and any person(s) acting in concert with it will, except with the consent of the Panel on Takeovers and Mergers (the "Takeover Panel"), be bound by the restrictions set out in Rule 2.8 of the Code. Under Note 2 of Rule 2.8 of the Code, Warburg Pincus, and any person(s) acting in concert with it, reserves the right to set the restrictions in Rule 2.8 of the Code aside in the following circumstances:

a. with the agreement of the Board of Directors of JTC, only to the extent that such agreement is given after the offer for the entire issued and to be issued share capital of JTC by Papilio Bidco Limited, a newly incorporated company indirectly wholly-owned by funds advised by Permira Advisers LLP ("Permira"), has been withdrawn or lapsed;

b. following the announcement of a firm intention to make an offer for JTC by, or on behalf of, a third party (other than Permira);

c. following the announcement by JTC of a Rule 9 waiver proposal (as described in Note 1 of the Notes on Dispensations from Rule 9 of the Code), or a reverse takeover (as defined by the Code); or

d. where the Takeover Panel has determined that there has been a material change in circumstances.

Warburg Pincus also reserves the right to acquire shares of JTC, subject to, and in accordance with, the Code and other applicable regulations.

Enquiries

Warburg Pincus

Alice Gibb +44 (0) 20 7306 3090

Important Notices

In accordance with Rule 26.1, a copy of this announcement will be made available at www.jtcgroup.com/investor-relations by no later than noon (London time) on the day following this announcement. The content of this website is not incorporated into and does not form part of this announcement.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, whether pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted.

This announcement has been prepared in accordance with English law and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

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

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014 (as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018). Upon publication of this announcement, such inside information will be considered to be in the public domain.