Update on Strategic Review

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, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY FIRM OFFER MIGHT BE MADE.

This announcement contains inside information for the purposes of the UK VERSION OF Article 7 of Regulation (EU) No 596/2014 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THE INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN FOR THE PURPOSES OF MAR

FOR IMMEDIATE RELEASE.

16 APRIL 2026

Audioboom Group PLC

LEI Number: 213800QO681575J97813

Update on Strategic Review

Background to the Strategic Review

On 3 October 2025, Audioboom Group PLC ("Audioboom or the "Company") announced that it had appointed J Goodwin & Co and Rockefeller Capital as Joint Financial Advisers (the "Advisers") to carry out a strategic review (the "Strategic Review") which would involve the consideration of, amongst other options, a sale of the Company. As a consequence, the Company has been in an offer period (as defined in the Code) since 3 October 2025.

The overall objective of the Strategic Review is to enhance shareholder value and accelerate the Company's growth, capitalising on its position as one of the UK and US's leading podcast publishers.

The Board and its Advisers have been exploring a broad range of possible outcomes for the Company as part of the Strategic Review, including sourcing new investment to fund acquisitions, undertaking a substantial acquisition or reverse takeover, undertaking a sale of either the Company's US or UK businesses or undertaking a sale of the entire issued and to be issued share capital of the Company by way of an offer under the Code.

Update on Engagement with Interested Parties

Since the Strategic Review was announced the Company and the Advisers engaged with several interested parties including global media organisations, US and European peer companies and media-focused private equity investment institutions.

Interested parties have entered into non-disclosure and standstill agreements with the Company and received a presentation on the Company's business and prospects from the Audioboom management team. Parties interested in making proposals to the Board have subsequently been invited to conduct commercial and financial due diligence on the Company via a data room.

As at the date of this announcement, the Company is in discussions with a small number of parties who are considering making a cash offer for the Company's entire issued and to be issued share capital under the Code. 

The indicative pricing of preliminary proposals received to date are at a premium to the closing price on 2 October 2025, being the last day of trading immediately prior to the Company entering into an Offer Period.

The Company and the Advisers will provide further updates in respect of these discussions and the Strategic Review as appropriate. The Company aims to announce the conclusion of the Strategic Review during the current quarter, ending 30 June 2026.

There can, however, be no certainty that any offer will be made for the Company, nor as to the terms on which any offer might be made nor that the final terms of any offer will be sufficiently attractive to merit the recommendation of the Board.

Shareholders are urged to take no action at this time.

The Takeover Panel Executive has granted a dispensation from the requirement of Rule 2.4(b) of the Code such that Audioboom is not required to identify any potential offeror with which the Company is in talks, or from which an approach has been received, unless that potential offeror has been specifically identified in any rumour or speculation.

This announcement has been made without the agreement or approval of the parties with whom the Company is currently in discussions. This announcement is not, and should not be construed as being, an announcement of a firm intention by any party to make an offer for shares in Audioboom under Rule 2.7 of the Code.

The person responsible for arranging for the release of this announcement on behalf of the Company is Brad Clarke, the Company's CFO.

Enquiries:

About Audioboom

Audioboom is a global leader in podcasting - our shows are downloaded 135 million times each month by more than 40 million unique listeners around the world. Audioboom is ranked as the fifth largest podcast publisher in the US by Edison Research.

Audioboom's ad-tech and monetisation platform underpins a scalable content business that provides commercial, distribution, marketing and production services for a premium network of top tier podcasts. Key partners include the official Formula 1 podcasts 'F1: Beyond the Grid' and 'F1 Nation', 'True Crime Obsessed' (US), 'The Tim Dillon Show' (US), 'No Such Thing As A Fish' (UK) and 'The Cycling Podcast' (UK).

Audioboom operates internationally, with global partnerships across North America, Europe, Asia and Australia. The platform distributes content via Apple Podcasts, YouTube, Spotify, Pandora, Amazon Music, Google Podcasts, iHeartRadio, Facebook and Twitter as well as a partner's own websites and mobile apps. 

For more information, visit www.audioboom.com.

Further information

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, 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.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of the Company who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore, any person who is subject to the laws of any jurisdiction other than the United Kingdom or any shareholder of the Company who is not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements. Any failure to comply with such requirements may constitute a violation of the securities laws or regulations of the relevant jurisdictions.

J Goodwin & Co LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Audioboom and no-one else in connection with the Strategic Review and will not be responsible to anyone other than Audioboom for providing the protections afforded to clients of J Goodwin & Co LLP or for providing advice in relation to the Strategic Review or any other matter referred to in this announcement.

This announcement was prepared for information purposes only and does not constitute an offer to sell or a solicitation of an offer to buy interests in any Rockefeller Capital Management investment vehicle or product. Before acting on any information, interested parties should inform themselves of and observe all applicable laws and regulations of any relevant jurisdictions. Rockefeller Capital Management and its affiliates do not accept any responsibility and cannot be held liable for any person's use of or reliance on the information contained herein. Any party responsible for forwarding this material to others takes responsibility for ensuring compliance with applicable securities laws.

Rockefeller Capital Management is the marketing name of Rockefeller Capital Management L.P. and its affiliates. Rockefeller Financial LLC (RFLLC) is a broker-dealer and investment adviser dually registered with the U.S. Securities and Exchange Commission (SEC); Member Financial Industry Regulatory Authority (FINRA), Securities Investor Protection Corporation (SIPC). These registrations and memberships in no way imply that the SEC has endorsed the entities, products or services discussed herein. Additional information is available upon request

RFLLC does not actively market its products or services to clients or potential clients in the United Kingdom (UK) or European Union (EU).

Website publication

In accordance with Rule 26.1 of the Code, a copy of this announcement will be published, subject to certain restrictions relating to persons resident in restricted jurisdictions, on Audioboom's website at www.audioboomplc.com promptly and by no later than 12 noon (London time) on the business day following the date of this announcement. The content of this website is not incorporated into, and does not form part of, this announcement.