Schedule One - Vulcan Two Group plc

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Vulcan Two Group plc ("Vulcan Two" or the "Company")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Registered office:

201 Temple Chambers

3-7 Temple Avenue

London

EC4Y 0DT

Business address:

71-75 Shelton Street

London

WC2H 9JQ

COUNTRY OF INCORPORATION:

England & Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

TBC

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Vulcan Two Group plc is a new company that has been established to acquire companies or businesses that the Directors believe have the potential to generate shareholder value. The Directors will focus on acquiring companies in the ePharmacy market and will initially focus on businesses operating substantially in the UK.

The UK's ePharmacy market is high-growth and fragmented, which the Directors believe creates a clear consolidation opportunity. Vulcan Two's plan is to lead the consolidation of the private prescription sector - one of the fastest growing and most profitable sectors of the UK Pharmacy market.

Following Admission, the Group intends to develop acquisition opportunities as quickly and effectively as possible. The Board believes that its significant experience and the considerable market research conducted to date will result in strong deal flow and the Directors have already established a promising pipeline of potential acquisition opportunities. However, there can be no certainty at this stage that any such transactions will be completed and/or on what timeframe any such transactions might occur.

Once acquisitions have been completed, the Directors will focus on growth and operational improvement of acquired businesses and will seek to drive cost and revenue synergies as the Group expands in order to enhance Shareholder value, whilst continuing to identify and appraise additional acquisition opportunities..

The Group's two Executive Directors, Michael Kraftman and Brendan O'Brien, have leading experience in the eCommerce healthcare sector, having built Vision Direct, one of Europe's leading online contact lens suppliers, between 2009 and 2021. Vision Direct was built through a combination of strong organic growth and through six acquisitions in the period to create a business generating over £100 million of revenue. In 2016 they sold the enlarged business, generating a 4.25x return to investors in a two-year period, which included leading a successful re-brand, integration of operations of acquired businesses into a single operational structure and growing the team to over 200 people across Europe.

They now see an opportunity to build the UK's leading regulated ePharmacy group and will use the Company as the platform on which to pursue that opportunity.

Investing Policy:

On Admission the Group will be an 'Investing Company' as defined by the AIM Rules for Companies. The Group will look to achieve its investment objective by taking an active approach to investments made within the following parameters:

· Sector focus: The Group intends to focus on the ePharmacy market. The Directors believe that opportunities exist to create significant value for Shareholders through a properly executed, acquisition-led strategy in this sector. Within the ePharmacy market, the Group will focus primarily on services enabling the issuance and fulfilment of private prescriptions, but may also include veterinary prescriptions and NHS fulfilment.

· Geographic focus: Initially the Group's focus will be investing in businesses headquartered in or operating principally in the United Kingdom. In the future, the Group may invest globally, including in emerging markets.

· Target companies: The Group will target companies with good market fundamentals in their specific segment which fit into the stated geographic and asset criteria guidelines and where the Directors believe there is the potential for material strategic, operational and performance improvement.

· Types of investment and control of investments: It is anticipated that the Group will acquire controlling stakes in one or more businesses or companies on a long-term basis. The investments made by the Group may take a variety of legal forms; for example, it may acquire complete control or a majority stake of a business, form a joint venture or partnership or complete add-on acquisitions through domain and asset purchases. The Board may issue new Ordinary Shares as acquisition consideration to vendors of assets, as appropriate.

· Investment size: The Directors intend that initial funds raised will be used for the purposes of working capital and to undertake due diligence on potential target acquisitions. Any proceeds raised from Venture Capital Trusts (VCT) and individuals seeking tax relief under the Enterprise Investment Scheme (EIS) will not be used to make acquisitions, and will be used to support the growth of any qualifying trading business that the Group may operate in the future. It is envisaged that the Group's first investment will be in a company with an enterprise value anticipated to be not more than £80 million. This first acquisition will require additional funding and is likely to constitute a Reverse Takeover under the AIM Rules for Companies. Completion of the acquisition would therefore be subject to the prior approval of Shareholders at a general meeting.

· Nature of returns: It is anticipated that returns to Shareholders will be delivered through appreciation in the Group's share price and, if appropriate, dividends paid out of retained earnings (following completion of an investment) or a return of cash to Shareholders following any disposal of assets or investments.

The Group will need to raise additional funds for its target acquisitions in the form of equity and/or debt. Depending on the composition of the Group's share register, it is possible that an equity fundraising for those purposes will, subject to the necessary shareholder approval, be carried out on a non-pre-emptive basis to allow for the diversification of the Group's shareholder register and to obtain sufficient equity funding.

If the Group decides to make a material change to this Investing Policy, it will be required to seek the consent of the Shareholders in a general meeting.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Securities: Ordinary Shares of 10p each

Issue price: TBC

Number to be issued: TBC

Restrictions: No restrictions on transferability of the Ordinary Shares

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised on Admission: TBC

Anticipated market capitalisation on Admission: TBC

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

TBC

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

No application to any other Exchange or Trading Platform will be made.

THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)

N

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Susan Elizabeth Clement Davies (Non-Executive Chair)

Michael Benjamin Kraftman (Chief Executive Officer)

Brendan Celestine O'Brien (Chief Operating Officer)

Martin James Glanfield (Non-Executive Director)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

None

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 December year end

(ii) Year ended 31 December 2024

(iii) Half year results for the period ended 30 June 2025 by 30 September 2025

Full year results for the period ended 31 December 2025 by 30 June 2026

Half year results for the period ended 30 June 2026 by 30 September 2026

EXPECTED ADMISSION DATE:

Early September 2025

NAME AND ADDRESS OF NOMINATED ADVISER:

Canaccord Genuity Limited

88 Wood Street

London

EC2V 7QR

NAME AND ADDRESS OF BROKER:

Canaccord Genuity Limited

88 Wood Street

London

EC2V 7QR

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

Internet address TBC

The Admission Document will contain full details about the applicant and the admission of its securities and will be available on the Company's website.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

On admission, the Company will adopt the QCA Corporate Governance Code (November 2023 edition), published by the Quoted Companies Alliance.

DATE OF NOTIFICATION:

19 August 2025

NEW/ UPDATE:

New