Publication of Scheme Document and Trading Update

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE.

10 December 2025

RECOMMENDED ACQUISITION

OF

W.H. IRELAND GROUP PLC ("WH IRELAND" OR THE "COMPANY")

BY

TEAM PLC ("TEAM")

to be implemented by means of a scheme of arrangement
pursuant to Part 26 of the Companies Act 2006

PUBLICATION OF SCHEME DOCUMENT

TRADING UPDATE

On 27 November 2025, the boards of the Company and Team plc ("Team") announced that they had reached agreement on the terms and conditions of a recommended offer for the entire issued and to be issued ordinary share capital of WH Ireland by Team (the "Acquisition").

The Acquisition is to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme"). Capitalised terms used in this announcement (the "Announcement") shall, unless otherwise defined, have the same meanings as set out in the Scheme Document (as defined below). All references to times in this announcement are to London time unless stated otherwise.

Publication of the Scheme Document

The boards of directors of WH Ireland and Team are pleased to announce that a circular in relation to the Scheme (the "Scheme Document") containing, amongst other things, a letter from the Chair of WH Ireland, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act, an expected timetable of principal events, notices convening the Court Meeting and the WH Ireland General Meeting and details of the actions to be taken by WH Ireland Shareholders ("Scheme Shareholders") and WH Ireland Share Scheme Participants , has been published today and, subject to certain restrictions relating to persons in Restricted Jurisdictions, will be available on WH Ireland's website at www.whirelandplc.com/investor-relations and Team's website at www.teamplc.co.uk/investor-relations, respectively.

Subject to any restrictions relating to persons resident in Restricted Jurisdictions, copies of the Scheme Document and Forms of Proxy for the Court Meeting and the WH Ireland General Meeting are being posted and otherwise made available to WH Ireland Shareholders today.  All WH Ireland Shareholders will be sent a hard copy of the Forms of Proxy for the Court Meeting and the WH Ireland General Meeting.

For information purposes only, the Scheme Document will also be sent, or made available, to WH Ireland Share Scheme Participants and persons with information rights.

Letters to WH Ireland Share Scheme Participants

WH Ireland Share Scheme Participants will shortly be sent letters which contain appropriate proposals being made by Team in accordance with Rule 15 of the Takeover Code (or otherwise an explanation of the consequences of the Scheme) in connection with their WH Ireland Options (as applicable). Subject to certain restrictions relating to persons in Restricted Jurisdictions, the Rule 15 Letters will be available on WH Ireland's website at www.whirelandplc.com/investor-relations and Team's website at www.teamplc.co.uk/investor-relations, respectively in accordance with Rule 26 of the Takeover Code.

Recommendation of the WH Ireland Directors

The WH Ireland Directors, who have been so advised by Shore Capital as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice, Shore Capital has taken into account the commercial assessments of the WH Ireland Directors. Shore Capital is providing independent advice to the WH Ireland Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, the WH Ireland Directors unanimously recommend that WH Ireland Shareholders vote (or procure the vote) in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the WH Ireland General Meeting, as each of the WH Ireland Shareholder Directors has irrevocably undertaken to do (or procure to be done) in respect of their own interests in WH Ireland Shares (and those of their connected persons) amounting to, in aggregate, 4,104,600 WH Ireland Shares, representing, in aggregate, approximately 1.74 per cent. of the entire issued share capital of WH Ireland as at 9 December 2025 (being the latest practicable date before the publication of this Announcement).

WH Ireland Shareholders should read the Scheme Document in its entirety before making a decision with respect to the Scheme.

Current Trading

The audited results for the year ended 31 March 2025, which were published on 26 September 2025 showed an underlying loss for the Wealth Management ("WM") segment of the WH Ireland Group of £1.9 million, primarily due to the continuing fall in assets under management (AUM) and the consequential impact on revenue, together with the relatively high fixed cost base of WH Ireland. WM revenue for the year to March 2025 was £10.0 million compared to £11.9 million for the previous year and discretionary and advisory AUM fell to £0.68 billion at 31 March 2025 from £0.87 billion at 31 March 2024. This follows a reduction from £1.04 billion at 31 March 2023.

Since the financial year end, the WH Ireland Group has continued to seek buyers for the WM business as revenue and total AUM have fallen, driven in part by uncertainty around the future of the WH Ireland Group, together with the closure of the Henley office following the resignation of the team of financial advisers based there.

For the six months to 30 September 2025 ("H12026"), the Company provides the following unaudited trading update: revenue fell to £4.2 million (Sept 2024 £5.3 million) as discretionary and advisory AUM declined to £0.68 billion (Sept 2024 £0.76 billion) and Group AUM fell to £0.97 billion (Sept 2024 £1.1 billion), however both revenue and AUM are expected to reduce further before the end of the 2026 financial year as clients from the Henley office transition away from the business. Despite further cost reductions, the WH Ireland Group remains loss making on a standalone basis, with underlying unaudited losses before tax for H12026 of £0.6 million and an unaudited statutory loss before tax of £0.9 million, which has impacted the absolute level of capital available to support the growth of the WH Ireland business. The earnings per share for the period are expected to be a loss of 0.38p (Sept 2024 loss of 0.53p). The cash balance as of 30 September 2025 was £3.0 million.

As at 31 October 2025, discretionary and advisory AUM were £0.65 billion (unaudited), reflecting net outflows of £25 million and £5 million of losses from investment performance. 

The Company anticipates publishing its interim results for the six months ended 30 September 2025 before the end of December 2025.

Actions to be taken by WH Ireland Shareholders

Court Meeting

The Scheme will require approval at the Court Meeting (which is a meeting of Scheme Shareholders convened by order of the Court) to be held at the offices of the Company at 24 Martin Lane, London EC4R 0DR at 11.00 a.m. (London time) on 8 January 2026. The approval required at this meeting is that those voting to approve the Scheme must:

•         represent a simple majority in number of those Scheme Shareholders present and voting in person or by proxy; and

•         also represent at least 75% in value of the Scheme Shares held by those Scheme Shareholders present and voting in person or by proxy.

WH Ireland General Meeting

Implementation of the Scheme will also require the approval of a special resolution (the "Resolution") by WH Ireland Shareholders to authorise the WH Ireland Directors to: (i) take any action necessary to carry out the Scheme; and (ii) approve certain amendments to the WH Ireland Articles in connection with the Scheme at the WH Ireland General Meeting to be held immediately after the Court Meeting.

The approval required for the Resolution to be passed is a vote in favour of not less than 75% of the votes cast in person or by proxy.

The Scheme requires the sanction of the Court at the Court Hearing where Scheme Shareholders may be present and be heard in person or through representation. As soon as practicable following the Court Hearing, WH Ireland will make an announcement through a Regulatory Information Service stating the decision of the Court and including details of whether the Scheme will proceed or has lapsed.

The Scheme is subject to a number of Conditions (as set out in full in Part III (Conditions to and Certain Further Terms of the Scheme and the Acquisition) of the Scheme Document) having been satisfied or, where capable of waiver, waived including (amongst others) the approval by the FCA of Team's acquisition of control of the Company pursuant to the Acquisition

If the Scheme becomes Effective, it will be binding on all holders of Scheme Shares irrespective of whether or not they attended or voted at the Court Meeting or the WH Ireland General Meeting (and irrespective of whether or not they voted in favour of approving the Scheme at the Court Meeting and the Resolution proposed at the WH Ireland General Meeting).

At the Court Meeting, it is particularly important that as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of the opinions of Scheme Shareholders. Scheme Shareholders are therefore strongly urged to complete, sign and return their BLUE Form of Proxy (or appoint a proxy electronically) or to appoint a proxy through the CREST electronic proxy appointment service (as appropriate) as soon as possible.

Expected timetable

The Scheme Document contains an expected timetable of principal events relating to the Acquisition, which is set out in the Appendix to this Announcement.

Shareholder helpline

If you have any questions in relation to this Announcement, the Meetings, or the completion and return of the Forms of Proxy, please call the shareholder helpline operated by Neville Registrars Limited on 0121 585 1131 (or from outside of the UK, on +44 (0) 121 585 1131) between 9.00 a.m. to 5.00 p.m. Monday to Friday (London time). Please note that Neville Registrars cannot provide any financial, legal or tax advice or advice on the merits of the Acquisition and calls may be recorded and monitored for security and training purposes.

Enquiries:

The person responsible for arranging the release of this Announcement on behalf of WH Ireland is Simon Jackson, Chief Finance Officer of WH Ireland.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event                                                                                                                    Expected time/date

Publication of the Scheme Document                                                                     10 December 2025

Team EGM to grant authority to allot the New Team Shares                  3.00 p.m. on 29 December 2025

Latest time for lodging Forms of Proxy or for submitting proxy instructions via the Sharegateway website and the CREST electronic proxy appointment service:

Court Meeting (BLUE Form of Proxy)                                                   11.00 a.m. on 6 January 2026 ⁽¹⁾

General Meeting (WHITE Form of Proxy)                                              11.15 a.m. on 6 January 2026 ⁽²⁾

Voting Record Time                                                                              6.00 p.m. on 6 January 2026 ⁽³⁾

Court Meeting                                                                                      11.00 a.m. on 8 January 2026

WH Ireland General Meeting                                                                 11.15 a.m. on 8 January 2026

The following dates are indicative only and are based on the current expectations of the WH Ireland Directors and the Team Directors and may be subject to change; please see note (5) below.

Scheme Sanction Hearing                                               a date ("D") to be determined and announced,

expected to be by the end of the first quarter of 2026, subject to the satisfaction (or, if applicable, waiver) of the Conditions

(other than Conditions 1, 2(c) and 2(d)) ⁽⁴⁾⁽⁵⁾

IMPORTANT NOTICES

This Announcement is for information purposes only. It does not constitute an offer or form part of any offer or an invitation to purchase, subscribe for, sell or issue, any securities or a solicitation of any offer to purchase, subscribe for, sell or issue any securities pursuant to this Announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful. This Announcement does not comprise a prospectus or a prospectus exempted document. The Acquisition will be made solely by means of the Scheme Document (or, if the Acquisition is, with the consent of the Panel (and subject to the terms of the Co-operation Agreement), implemented by way of an Offer, the Offer Document) which contains the full terms and Conditions of the Acquisition, including details of how to vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the WH Ireland General Meeting.

Neither the London Stock Exchange nor any other securities commission or regulatory authority has reviewed, approved or disapproved this Announcement, any of the proposals described in this Announcement.

Financial advisers

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited (either individually or collectively "Shore Capital") which are authorised and regulated by the Financial Conduct Authority in the United Kingdom, are acting exclusively for WH Ireland and for no-one else in connection with the Acquisition and will not be responsible to anyone other than WH Ireland, for providing the protections afforded to clients of Shore Capital, or for providing advice in relation to the Acquisition or any other matter referred to herein. Neither Shore Capital and Corporate Limited nor Shore Capital Stockbrokers Limited, nor any of their subsidiaries or affiliates 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 Shore Capital in connection with this announcement, any statement contained herein or otherwise.

H&P Advisory Limited ("Hannam & Partners") which, in the United Kingdom, is authorised and regulated by the Financial Conduct Authority, is acting exclusively for Team and no one else in connection with the Acquisition and will not be responsible to anyone other than Team for providing the protections afforded to clients of Hannam & Partners nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this Announcement.

Overseas shareholders

The release, publication or distribution of this Announcement and the allotment and issue of the New Team Shares in jurisdictions other than the United Kingdom and Jersey may be restricted by law and/or regulation. No action has been taken by WH Ireland or Team to obtain any approval, authorisation or exemption to permit the allotment or issue of the New Team Shares or the possession or distribution of this Announcement in any jurisdiction, other than in the United Kingdom and Jersey.

The implications of the Scheme and the Acquisition for Overseas Shareholders may be affected by the laws and/or regulations of jurisdictions outside the United Kingdom and Jersey. Overseas Shareholders should inform themselves about, and observe, any applicable legal or regulatory requirements. It is the responsibility of any Overseas Shareholders to satisfy themselves as to the full observance of the laws and regulations of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, the compliance with other necessary formalities and the payment of any issue, transfer or other taxes or duties or payments due in such jurisdiction. Any failure to comply with such restrictions or requirements may constitute a violation of the securities laws of any such jurisdiction.

Unless otherwise determined by Team or required by the Takeover Code, and permitted by applicable law and regulation, the New Team Shares to be issued pursuant to the Acquisition to WH Ireland Shareholders will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send such documents in, into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made directly or indirectly, in, into or from, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The availability of the New Team Shares to persons who are not resident in the United Kingdom or Jersey may be affected by the laws and/or regulations of the relevant jurisdiction in which they are located. Persons who are not resident in the United Kingdom or Jersey should inform themselves of, and observe, any applicable requirements.

This Announcement has been prepared for the purposes of complying with English law, Jersey law, the Takeover Code, the rules of the London Stock Exchange and the AIM Rules and the information disclosed 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 the United Kingdom or Jersey.

Further details in relation to Overseas Shareholders are set out in the Scheme Document.

Notice to US holders of WH Ireland Shares

Neither the United States Securities and Exchange Commission nor any other US federal or state securities commission or regulatory authority has reviewed, approved or disapproved this Announcement, any of the proposals described in this Announcement or the New Team Shares or passed an opinion on the accuracy or the adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.

The Acquisition relates to shares of an English company and the issue of shares in a company incorporated in Jersey, and is proposed to be implemented by means of a scheme of arrangement under the laws of England and Wales. A transaction implemented by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of the US proxy solicitation and tender offer rules. However, if Team exercises its right with the consent of the Panel (and subject to the terms of the Co-operation Agreement) to implement the Acquisition by means of an Offer, such Offer will be made in compliance with all applicable laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such an Offer would be made in the United States by Team and no one else. In addition to any such Offer, Team, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in WH Ireland outside such Offer during the period in which such Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made they would be made outside of the United States and would comply with applicable law and regulation, including the US Exchange Act. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website www.londonstockexchange.com.

The New Team Shares have not been, and will not be, registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Team Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into or from the United States absent registration under the US Securities Act or an exemption therefrom. The New Team Shares are expected to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. WH Ireland Shareholders who will be affiliates of Team after the Effective Date will be subject to certain US transfer restrictions relating to the New Team Shares received pursuant to the Scheme. For the purposes of qualifying for the exemption from the registration requirements of the US Securities Act afforded by Section 3(a)(10), WH Ireland will advise the Court that its sanctioning of the Scheme will be relied upon by Team as an approval of the Scheme following a hearing on its fairness to WH Ireland Shareholders. The receipt of New Team Shares pursuant to the Acquisition by a US WH Ireland Shareholder will be a taxable transaction for US federal income tax purposes, and may also be a taxable transaction under applicable state and local tax laws, as well as foreign and other tax laws. Each WH Ireland Shareholder is urged to consult his independent professional advisor immediately regarding the tax consequences of the Acquisition.

It may be difficult for US WH Ireland Shareholders to enforce their rights and claims arising out of US federal securities laws, since Team and WH Ireland are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US WH Ireland Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

In accordance with normal UK practice and pursuant to Rule 14e-15(b) of the US Exchange Act, Team, certain affiliated companies and the nominees and brokers (acting as agents) may make certain purchases of, or arrangements to purchase shares in WH Ireland outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or the Scheme becomes Effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law and regulation, including the US Exchange Act. Any information about such purchases or arrangements to purchase 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 www.londonstockexchange.com.

Important information for Singapore WH Ireland Shareholders

Any offer of New Team Shares pursuant to the Acquisition is made in reliance on the exemption under section 272A(1) of the Securities and Futures Act 2001 (the "Singapore SFA"). It is not made in or accompanied by (and nor will it be made in or accompanied by) a prospectus that is registered by the Monetary Authority of Singapore ("MAS").

As this Announcement has not been registered as a prospectus with the MAS pursuant to section 240 of the Singapore SFA, this Announcement and any other document or material in connection with the offer or issue of the New Team Shares, the Acquisition or the Scheme, may not be circulated or distributed, nor may the New Team Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to the public or any member of the public in Singapore other than to such persons permitted under the Singapore SFA.

By accepting receipt of this Announcement and any other document or material in connection with the offer or issue of the New Team Shares, the Acquisition or the Scheme, any person in Singapore so receiving such documents and materials represents and warrants that he or it is entitled to receive such document in accordance with the restrictions set forth above and agrees to be bound by the limitations contained herein.

Subject to the foregoing, in the event an offer or issue of any New Team Shares is made to any person in Singapore, all such New Team Shares shall be offered and issued to a limited number of WH Ireland Shareholders pursuant to the small offer exemption prescribed by section 272A of the Singapore SFA and/or the private placement exemption prescribed by section 272B of the Singapore SFA and/or to an 'institutional investor' (as defined in section 4A of the Singapore SFA) pursuant to Section 274 of the SFA and/or to an 'accredited investor' (as defined in section 4A of the Singapore SFA) pursuant to Section 275 of the SFA. Where the New Team Shares are issued to any WH Ireland Shareholder in Singapore pursuant to the small offer exemption prescribed by section 272A of the Singapore SFA, such New Team Shares shall not be transferable for six months after the issuance of such New Team Shares unless such transfer is made in accordance with the Singapore SFA.

Notice to WH Ireland Shareholders in Australia

The offer of New Team Shares for issue, sale or re-sale within Australia is prohibited unless a disclosure document has been lodged with the Australian Securities and Investments Commission ("ASIC"), or an exemption applies. The New Team Shares will be issued in reliance on exemptions in ASIC Corporations (Compromises or Arrangements) Instrument 2025/613 as the Acquisition will be made under a foreign compromise or arrangement that is made in accordance with laws in force in the United Kingdom, being an eligible foreign country.

This Announcement is not a disclosure document for the purposes of Chapter 6D of the Australian Corporations Act 2001(Cth) ("Corporations Act") and does not purport to include the information required of a disclosure document under Chapter 6D of the Corporations Act. It has not been approved by any Australian regulatory authority, such as ASIC or the Australian Securities Exchange and has not been lodged with ASIC. WH Ireland Shareholders located or resident in Australia are advised to exercise caution in relation to the proposal set out in Announcement and should obtain independent professional advice if you have any queries or concerns about any of the contents or subject matter of Announcement.

To the extent Announcement is received by a WH Ireland Shareholder in Australia, it is provided in reliance upon ASIC Corporations (Unsolicited Offers-Foreign Bids) Instrument 2015/1070.

No profit forecasts or estimates or quantified financial benefits statements

No statement in this Announcement is intended as a profit forecast or estimate for any period or a quantified financial benefits statement and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Team or WH Ireland, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Team or WH Ireland, as appropriate.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) 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 Takeover Code, any person who is, or becomes, interested in 1% 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 p.m. (London time) 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 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 Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Cautionary note regarding forward looking statements

This Announcement may contain certain statements which are, or may be deemed to be, forward looking statements with respect to the financial condition, results of operations and business of WH Ireland or the WH Ireland Group and Team, or the Team Group and certain plans and objectives of the WH Ireland Board and the Team Board. These forward looking statements can be identified by the fact that they do not relate to historical or current facts. Forward looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the WH Ireland Board, Team and the Team Board in the light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward looking statements involve risk and uncertainty and the factors described in the context of such forward looking statements in this Announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward looking statements.

Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Announcement. Except as required by the Panel, the FCA, the London Stock Exchange, the AIM Rules, or any other applicable law and/or regulation, WH Ireland, Team assume no obligation to update or correct the information contained in this Announcement.

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Electronic communications

WH Ireland Shareholders and participants in the WH Ireland Share Schemes should note that addresses, electronic addresses and certain other information provided by them and other relevant persons for the receipt of communications from WH Ireland may be provided to Team during the Offer Period as required under section 4 of Appendix 4 to the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Publication on websites and availability of hard copies

Pursuant to Rule 26.1 of the Takeover Code, a copy of this Announcement and other documents in connection with the Acquisition will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at Team's and WH Ireland's websites at www.teamplc.co.uk/investor-relations and https://www.whirelandplc.com/investor-relations respectively promptly following the publication of this Announcement and in any event by no later than 12 noon on the business day following this Announcement until the end of the Offer Period.

For the avoidance of doubt, the content of the websites referred to above is not incorporated into and does not form part of this Announcement.

In accordance with Rule 30.3 of the Takeover Code, WH Ireland Shareholders and participants in the WH Ireland Share Schemes may request a hard copy of this Announcement, free of charge, by contacting Neville Registrars Limited on 0121 585 1131 (or from outside of the UK, on +44 (0) 121 585 1131) between 9.00 a.m. to 5.00 p.m. Monday to Friday (London time) or by submitting a request in writing to Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, West Midlands, United Kingdom, B62 8HD. For persons who receive a copy of Announcement in electronic form or via a website notification, a hard copy of Announcement will not be sent to any recipient of Announcement unless so requested. In accordance with Rule 30.3 of the Takeover Code, WH Ireland Shareholders and participants in the WH Ireland Share Schemes may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form. Please note that Neville Registrars cannot provide any financial, legal or tax advice or advice on the merits of the Acquisition and calls may be recorded and monitored for security and training purposes.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Time

All references to time in this Announcement are to London time, unless otherwise stated.