Exponent PrivateEqty - Statement re Increased Cash Offer

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 ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

6 October 2025

INCREASED RECOMMENDED FINAL* CASH OFFER

FOR

TREATT PLC ("Treatt")

BY

NATARA GLOBAL LIMITED ("Natara")

(a company controlled by funds managed by Exponent Private Equity LLP)

to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

1.   Introduction

On 8 September 2025 the Boards of Treatt and Natara made an announcement pursuant to Rule 2.7 of the Takeover Code (the "2.7 Announcement") of a recommended cash acquisition (the "Acquisition") pursuant to which Natara will acquire the entire issued and to be issued ordinary share capital of Treatt for an offer price of 260 pence per Treatt Share (the "Original Cash Offer"), intended to be implemented by means of a scheme of arrangement under Part 26 of the Companies Act (the "Scheme").

This announcement should be read in conjunction with the full text of the 2.7 Announcement. Capitalised terms used but not defined in this announcement shall have the meaning given to them in the 2.7 Announcement.

2.   Increased Recommended Final Cash Offer

Natara is pleased to confirm that it has reached agreement with the Board of Treatt on the terms of an increased recommended final* cash offer at a price of 290 pence in cash for each Treatt Share for the entire issued and to be issued share capital of Treatt (the "Increased Cash Offer"). The Increased Cash Offer follows constructive engagement with Treatt's Board and major shareholders and underscores Natara's belief that the Increased Cash Offer represents full and fair value for Treatt while delivering speed and certainty in an uncertain market environment.

Under the terms of the Increased Cash Offer, which will be subject to the Conditions set out in Appendix 1 to the 2.7 Announcement and to the full terms and conditions which will be set out in the Scheme Document, Treatt Shareholders will be entitled to receive:

for each Treatt Share: 290 pence in cash

The Increased Cash Offer values the entire issued and to be issued ordinary share capital of Treatt at approximately £173.8 million.

The Increased Cash Offer represents an increase of approximately 11.5 per cent to the value of the Original Cash Offer and a premium of approximately:

·          29.5 per cent. to the Closing Price of 224 pence per Treatt Share on 5 September 2025 (being the last Business Day before the date of the 2.7 Announcement);

·          32.0 per cent. to the volume-weighted average price of 219.7 pence per Treatt Share for the one-month period ended 5 September 2025 (being the last Business Day before the date of the 2.7 Announcement); and

·          55.6 per cent. to the Closing Price of 186.4 pence per Treatt Share on 24 July 2025 (being the date of the July Trading Update Announcement).

*The Increased Cash Offer is final and will not be further increased, except that Natara reserves the right to increase the consideration payable under the Acquisition and/or otherwise improve the terms of the Acquisition if: (i) there is an announcement by any person (including Treatt) on or after the date of this announcement of either a firm intention to make an offer or a possible offer, in each case, for Treatt; or (ii) the Panel otherwise provides its consent which will only be provided in wholly exceptional circumstances. Natara reserves the right (with the consent of the Panel, if required), and while the Cooperation Agreement is continuing, subject to the terms of the Cooperation Agreement, to implement the Acquisition by way of a Takeover Offer.

If any dividend, distribution or other return of capital is announced, declared, made or paid, or becomes payable, in respect of Treatt Shares on or after the date of the 2.7 Announcement and before the Effective Date, Natara will reduce the consideration payable in respect of each Treatt Share by the amount of such dividend, distribution or other return of capital. If Natara makes such a reduction in respect of a dividend, distribution or other return of capital, Treatt Shareholders will be entitled to receive and retain that dividend, distribution or other return of capital that is announced, declared, made or paid, and any reference in this announcement to the consideration payable under the Acquisition will be deemed to be a reference to the consideration as so reduced. If the consideration payable under the terms of the Acquisition is reduced in accordance with this paragraph, it will be the subject of an announcement and, for the avoidance of doubt, will not be regarded as constituting any revision or variation of the terms of the Acquisition.

3.   Irrevocable undertakings and letter of intent

Since announcement of the Original Cash Offer, Natara has continued constructive engagement with Treatt shareholders and has received an additional irrevocable undertaking and a letter of intent in support of the Increased Cash Offer.

As set out in the announcement made on 1 October 2025, Natara has received irrevocable undertakings to vote in favour (or procure a vote in favour) of the Scheme at the Court Meeting and the Resolution(s) at the General Meeting from those Treatt Directors (and Ryan Govender, a former Treatt Director who stepped down from the Treatt Board with effect from 30 September 2025) who hold Treatt Shares in respect of their own beneficial shareholdings, totalling 22,435 Treatt Shares representing approximately 0.04 per cent. of the issued ordinary share capital of Treatt as at 3 October 2025, being the last Business Day before the date of this announcement.

In connection with the Increased Cash Offer, Natara has received an irrevocable undertaking to vote in favour (or procure a vote in favour) of the Scheme at the Court Meeting and the Resolution(s) at the General Meeting from a Treatt Shareholder who holds 1,750,000 Treatt Shares representing approximately 2.95 per cent. of the issued share capital of Treatt as at 3 October 2025, being the last Business Day before the date of this announcement.

Natara has therefore received irrevocable undertakings in respect of a total of 1,772,435 Treatt Shares representing, in aggregate, approximately 2.99 per cent. of the issued ordinary share capital of Treatt as at 3 October 2025, being the last Business Day before the date of this announcement.

Natara has also received a non-binding letter of intent from a Treatt Shareholder who holds directly or indirectly 725,950 Treatt Shares representing approximately 1.22 per cent. of the issued share capital of Treatt as at 3 October 2025 (being the last Business Day before the date of this announcement) stating their intention to vote (or procure a vote) in favour of the resolutions relating to the Acquisition at the Treatt Meetings in respect of their holdings of Treatt Shares.

Natara has therefore received either irrevocable undertakings or a non-binding letter of intent in respect of a total of 2,498,385 Treatt Shares representing, in aggregate, approximately 4.21 per cent. of the issued ordinary share capital of Treatt as at 3 October 2025, being the last Business Day before the date of this announcement

Further details of these irrevocable undertakings and letter of intent are set out in Appendix 1 to this announcement.

4.   Recommendation

The Treatt Directors, who have been so advised by Peel Hunt and Investec as to the financial terms of the Increased Cash Offer, consider the terms of the Increased Cash Offer to be fair and reasonable. In providing advice to the Treatt Directors, Peel Hunt and Investec have taken into account the commercial assessments of the Treatt Directors. Peel Hunt and Investec are providing independent financial advice to the Treatt Directors for the purposes of Rule 3 of the Code.

Accordingly, the Treatt Directors intend to recommend unanimously that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and Treatt Shareholders vote in favour of the Resolution(s) at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, that Treatt Shareholders accept or procure acceptance of such Takeover Offer) as the Treatt Directors who hold Treatt Shares (and Ryan Govender, a former Treatt Director who stepped down from the Treatt Board with effect from 30 September 2025) have irrevocably undertaken to do in respect of their entire beneficial holdings of Treatt Shares, amounting in aggregate to 22,435 Treatt Shares representing approximately 0.04 per cent. of the issued ordinary share capital of Treatt as at 3 October 2025 (being the last Business Day before the date of this announcement).

Further background to the recommendation from the Treatt Directors is contained in the 2.7 Announcement.

5.   Financing of the Increased Cash Offer

The consideration payable under the Acquisition pursuant to the Increased Cash Offer will be funded in part through equity provided by Exponent Fund IV and Exponent Fund V, with Exponent Fund IV and Exponent Fund V having entered into an amendment and restatement deed amending and restating the equity commitment letter between Exponent Fund IV, Exponent Fund V and Natara in relation to the financing of the Increased Cash Offer, and in part through new debt financing.

Rothschild & Co, as financial adviser to Natara, is satisfied that sufficient resources are available to Natara to satisfy in full the consideration payable to Scheme Shareholders pursuant to the terms of the Acquisition pursuant to the Increased Cash Offer.

Further information on the financing of the Acquisition will be set out in the Scheme Document.

6.   Conditions, Timetable and General

Save as set out in the announcement, the Increased Cash Offer is subject to the same terms and conditions as set out in Appendix 1 to the 2.7 Announcement and to the full terms and conditions which will be set out in the Scheme Document, which will be sent to Scheme Shareholders on or around the date of this announcement.

In connection with the clearance referred to in paragraph 3(b) of Part 1 of Appendix 1 of the 2.7 Announcement, the Irish Competition and Consumer Protection Commission has provided clearance for the Acquisition, in satisfaction of that Condition. The receipt of Irish Competition and Consumer Protection Commission clearance marks a key milestone in the regulatory process. Natara and Treatt continue to work on the remaining regulatory clearances to which the Acquisition is subject and do not anticipate any material impediments to satisfaction of the remaining regulatory clearances.

The bases and sources of certain financial information contained in this announcement are set out in Appendix 2 of the 2.7 Announcement, save for the number of Treatt Shares which may be issued on or after the date of the date of the 2.7 Announcement on the exercise of options or vesting of awards under the Treatt Share Plans which is now 600,471.

7.   Intentions

The Increased Cash Offer does not change Natara's intentions as regards to the business of Treatt (including locations of its operations), the management and employees of Treatt and the proposals in respect of Treatt Share Plans, as set out in the 2.7 Announcement.

8.   Consents

Rothschild & Co, Peel Hunt and Investec have each given and not withdrawn their consent to the publication of this announcement with the inclusion in this announcement of the references to their names in the form and context in which they appear.

9.   Documents available on website

Copies of the following documents will be available promptly on Natara's and Treatt's websites at www.floral-offer.com and www.treatt.com/investor-relations, respectively, subject to certain restrictions relating to persons residing in Restricted Jurisdictions, until the end of the Offer Period:

(a)        this announcement;

(b)        the amended and restated equity commitment letter described above;

(c)        consent letters from each of Rothschild & Co, Peel Hunt and Investec; and

(d)        the irrevocable undertakings and letter of intent referred to in this announcement.

Neither the content of the websites referred to in this announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this announcement.

Enquiries

Allen Overy Shearman Sterling LLP is acting as legal adviser to Exponent and Natara. Ashurst LLP is acting as legal adviser to Treatt.

The person responsible for arranging the release of this announcement on behalf of Treatt is Nick Hartigan, General Counsel and Company Secretary.

Important notices relating to financial advisers

N. M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA in the United Kingdom, is acting as financial adviser to Exponent and Natara and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Exponent and Natara for providing the protections afforded to clients of Rothschild & Co, or for providing advice in connection with the matters referred to herein. Neither Rothschild & Co nor any of its group undertakings 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 Rothschild & Co in connection with this announcement, any statement contained in this announcement or any matter referred to herein. No representation or warranty, express or implied, is made by Rothschild & Co as to the contents of this announcement.

Peel Hunt, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as lead financial adviser and corporate broker to Treatt and for no one else in connection with the Acquisition and/or any other matter referred to in this announcement and will not be responsible to anyone other than Treatt for providing the protections afforded to its clients or for providing advice in relation to the Acquisition, the contents of this announcement, or any other matter referred to in this announcement. Neither Peel Hunt nor any of its affiliates, nor any of Treatt's and such affiliates' respective members, directors, officers, controlling persons or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Peel Hunt in connection with this announcement any statement contained herein or otherwise.

Investec is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the PRA and the FCA. Investec is acting exclusively as joint financial adviser and corporate broker to Treatt and no one else in connection with the Acquisition, the contents of this announcement or any other matters described in this announcement. Investec will not regard any other person as its client in relation to the Acquisition, the content of this announcement or any other matters described in this announcement and will not be responsible to anyone other than Treatt for providing the protections afforded to its clients or for providing advice to any other person in relation to the Acquisition, the content of this announcement or any other matters referred to in this announcement. This announcement has been issued by and is the sole responsibility of Treatt. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no duty, responsibility or liability (whether direct or indirect, consequential, whether in contract, in tort, under statue or otherwise) is or will be accepted by Investec or by any of its subsidiaries, branches or affiliates, or any person acting on its or their respective behalf's as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed to the fullest extent permissible by law.

Further information

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation 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 the Acquisition or otherwise. The Acquisition will be made solely through the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer document), which, together with the accompanying Forms of Proxy, will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of the Acquisition should be made only on the basis of the information in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer document).

Treatt will prepare the Scheme Document to be distributed to Treatt Shareholders. Treatt and Natara urge Treatt Shareholders to read the Scheme Document (or any other document by which the Acquisition is made) in full when it becomes available because it will contain important information relating to the Acquisition, including details of how to vote in respect of the Scheme.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and publication of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date.

This announcement does not constitute a prospectus or a prospectus equivalent document.

This announcement has been prepared for the purpose of complying with English law, the UK Market Abuse Regulation and the Code 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 of jurisdictions outside England.

The Acquisition will be subject to the applicable requirements of English law, the Code, the Panel, the London Stock Exchange, the Court and the FCA.

Overseas Shareholders

The release, publication or distribution of this announcement in jurisdictions other than the UK, and the availability of the Acquisition to Treatt Shareholders who are not resident in the UK, may be restricted and therefore any persons who are not resident in the UK or who are subject to the laws of any jurisdiction other than the UK (including Restricted Jurisdictions) should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the UK or who are subject to the laws of another jurisdiction to participate in the Acquisition or to vote their Treatt Shares in respect of the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Any failure to comply with applicable legal or regulatory requirements of any jurisdiction may constitute a violation of securities laws in that jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Natara or required by the Code, and permitted by applicable law and regulation, the Acquisition shall 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.

Accordingly, 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 or into or from any Restricted Jurisdiction or any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of acceptance of the Acquisition.

The Acquisition will be subject to the applicable requirements of English law, the Code, the Panel, the London Stock Exchange, the Court and the FCA.

Further details in relation to Treatt Shareholders in overseas jurisdictions will be contained in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer document).

Additional information for U.S. investors

The Acquisition relates to an offer for the shares of a UK company and is being made by means of a scheme of arrangement provided for under English company law. The Acquisition, implemented by way of a scheme of arrangement, is not subject to the tender offer rules or the proxy solicitation rules under the U.S. Exchange Act. Accordingly, the Acquisition is subject to the disclosure and procedural requirements and practices applicable to a scheme of arrangement involving a target company in the UK admitted to trading on the Main Market of the London Stock Exchange, which differ from the disclosure and procedural requirements of the U.S. tender offer and proxy solicitation rules.

The financial information with respect to Treatt included in the Rule 2.7 Announcement and/or the Scheme Document has been or will have been prepared in accordance with International Financial Reporting Standards ("IFRS") and thus may not be comparable to the financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the U.S.

If, in the future, Natara exercises its right to implement the Acquisition by way of a Takeover Offer and determines to extend the Takeover Offer into the U.S., the Acquisition will be made in compliance with applicable U.S. laws and regulations, including to the extent applicable Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a Takeover Offer would be made in the U.S. by Natara and no one else.

In the event that the Acquisition is implemented by way of a Takeover Offer, in accordance with normal United Kingdom practice and pursuant to Rule 14e-5(b) under the US Exchange Act, Natara or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Treatt outside of the U.S., other than pursuant to the Takeover Offer, until the date on which the Takeover Offer becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices and would comply with applicable law, including the U.S. Exchange Act. Any information about such purchases shall be disclosed as required in the UK, will be reported to a Regulatory Information Service of the London Stock Exchange and will be available on the London Stock Exchange website at www.londonstockexchange.com.

The receipt of cash pursuant to the scheme by U.S. Shareholders (defined as shareholder who are U.S. persons as defined in the U.S. Internal Revenue Code) as consideration for the transfer of Treatt Shares pursuant to the scheme may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each Shareholder (including U.S. Shareholders) is urged to consult his independent professional adviser immediately regarding the tax consequences of the transaction applicable to him.

Neither the SEC nor any U.S. state securities commission has approved, disapproved or passed judgment upon the fairness of the Acquisition or passed upon the adequacy or accuracy of this announcement. Any representation to the contrary is a criminal offence in the U.S.

Some or all of Treatt's and Natara's respective officers and directors reside outside the U.S., and some or all of their respective assets are or may be located in jurisdictions outside the U.S. Therefore, investors may have difficulty effecting service of process within the U.S. upon those persons or recovering against Treatt or Natara or their respective officers or directors on judgments of U.S. courts, including judgments based upon the civil liability provisions of the U.S. federal securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgment. It may not be possible to sue Treatt, Natara or their respective officers or directors in a non-U.S. court for violations of the U.S. securities laws.

Forward-looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Natara and Treatt contain statements which are, or may be deemed to be, "forward-looking statements". All statements, other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on assumptions, expectations, valuations, targets, estimates, forecasts and projections of Natara and Treatt about future events, and are therefore subject to risks and uncertainties which could cause actual results, performance or events to differ materially from those expressed or implied by the forward-looking statements. The forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on the Natara Group, the Treatt Group and the Enlarged Group, the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects", "budget", "targets", "aims", "scheduled", "estimates", "forecast", "intends", "anticipates", "seeks", "prospects", "potential", "possible", "assume" or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Natara and Treatt give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risks (known and unknown) and uncertainties (and other factors that are in many cases beyond the control of Natara and/or Treatt) because they relate to events and depend on circumstances that may or may not occur in the future.

There are a number of factors that could affect the future operations of the Natara Group, the Treatt Group and/or the Enlarged Group and that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include the satisfaction (or, where permitted, waiver) of the Conditions, as well as additional factors, such as: domestic and global business and economic conditions; the impact of pandemics, asset prices; market‑related risks such as fluctuations in interest rates and exchange rates, industry trends, competition, changes in government and regulation, changes in the policies and actions of governments and/or regulatory authorities (including changes related to capital and tax), changes in political and economic stability (including exposures to terrorist activities, Eurozone instability, disruption in business operations due to reorganisation activities, interest rate, inflation, deflation and currency fluctuations), the timing impact and other uncertainties of future or planned acquisitions or disposals or offers, the inability of the Enlarged Group to realise successfully any anticipated synergy benefits when the Acquisition is implemented (including changes to the board and/or employee composition of the Enlarged Group), the inability of the Natara Group to integrate successfully the Treatt Group's operations and programmes when the Acquisition is implemented, the Enlarged Group incurring and/or experiencing unanticipated costs and/or delays (including IT system failures, cyber-crime, fraud and pension scheme liabilities), or difficulties relating to the Acquisition when the Acquisition is implemented. Other unknown or unpredictable factors could affect future operations and/or cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors.

Each forward-looking statement speaks only as of the date of this announcement. Neither the Natara Group nor Treatt Group, nor any of their respective associates or directors, officers or advisers, provides any representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. Forward-looking statements involve inherent risks and uncertainties. All forward-looking statements contained in this announcement are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations (including under the Code, the UK Market Abuse Regulation and the DTRs), neither the Natara Group nor the Treatt Group is under or undertakes any obligation, and each of the foregoing expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

No profit forecasts or estimates

Nothing in this announcement is intended, or is to be construed, as a profit forecast or to be interpreted to mean that earnings or earnings per share for Treatt for the current or future financial years, will necessarily match or exceed the historical published earnings or earnings per share for Treatt.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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. on the tenth business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. on the tenth 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 Code, any person who is, or becomes, interested in 1 per cent. 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(s), 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. 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.

Electronic Communications

Please be aware that addresses, electronic addresses and certain information provided by Treatt Shareholders, persons with information rights and other relevant persons for the receipt of communications from Treatt may be provided to Natara during the Offer Period as required under section 4 of Appendix 4 to the Code.

Publication on a website and availability of hard copies

This announcement and the documents required to be published pursuant to Rule 26 of the Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Natara's website at www.floral-offer.com and on Treatt's website at www.treatt.com/investor-relations promptly and in any event by no later than 12 noon on the Business Day following the date of this announcement.  Neither the content of the websites referred to in this announcement nor the content of any website accessible from hyperlinks in this announcement is incorporated into, or forms part of, this announcement.

Treatt Shareholders may, subject to applicable securities laws, request a hard copy of this announcement (and any information incorporated into it by reference to another source) by contacting Treatt's registrars, MUFG Corporate Markets, during business hours on 0371 664 0300 within the United Kingdom or on +44 (0) 371 664 0300 from overseas or by submitting a request in writing to shareholderenquiries@cm.mpms.mufg.com or MUFG Corporate Markets, Central Square, 29 Wellington Street, Leeds LS1 4DL, with an address to which the hard copy may be sent.  Treatt Shareholders may, subject to applicable securities laws, also request that all future documents, announcements and information to be sent in relation to the Acquisition should be in hard copy form.

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.

General

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 FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

APPENDIX 1

DETAILS OF IRREVOCABLE UNDERTAKINGS

Irrevocable Undertakings from Treatt Directors and Ryan Govender

The following Treatt Directors have given irrevocable undertakings in respect of their own beneficial holdings of Treatt Shares (or those Treatt Shares over which they have control) to vote (or procure a vote) in favour of the resolution(s) relating to the Acquisition at the Treatt Meetings or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept (or procure the acceptance of) such Takeover Offer:

*As announced by Treatt on 24 March 2025, Ryan Govender stepped down from the Treatt Board with effect from 30 September 2025, however his irrevocable undertaking remains in force. Ryan Govender forfeited 1,228 shares held by him pursuant to the SIP on his departure from the Company.

The obligations of the Treatt Directors under the irrevocable undertakings given by them shall lapse and cease to have effect on and from the earlier of the following occurrences:

(a)        immediately if Natara publicly announces, with the consent of the Panel, that it does not intend to proceed with the Acquisition;

(b)        immediately if the Scheme (or Takeover Offer, applicable) is withdrawn with the consent of the Panel or lapses in accordance with its terms, save where the Scheme is withdrawn or lapses as a result of Natara exercising its right to implement the Acquisition by way of a Takeover Offer (or vice-versa);

(c)        immediately on the date on which any competing offer for the entire issued and to be issued share capital of Treatt becomes or is declared wholly unconditional (if implemented by way of a takeover offer) or, if proceeding by way of a scheme of arrangement, becomes effective; or

(d)        the Scheme has not become Effective before 11.59 p.m. on the Long Stop Date.

These irrevocable undertakings remain binding in the event a competing offer is made for Treatt. David Shannon also holds options over 143,023 Treatt Shares pursuant to the Treatt Share Plans. Following his resignation, Ryan Govender remains entitled to 9,534 Treatt Shares pursuant to the Deferred Share Bonus Scheme. Ryan Govender forfeited his remaining options and awards upon his resignation from Treatt on 30 September 2025. These irrevocable undertakings also extend to any shares acquired by the Treatt Directors as a result of the vesting of awards or the exercise of options under the Treatt Share Plans.

Irrevocable Undertaking from a Treatt Shareholder

Rockwood Strategic plc, who holds 1,750,000 Treatt Shares representing approximately 2.95 per cent. of the issued share capital of Treatt as at 3 October 2025, has given an irrevocable undertaking to vote (or procure a vote) in favour of the resolutions relating to the Acquisition at Treatt Meetings in respect of its holdings of Treatt Shares or, in the event that the Transaction is implemented by way of a Takeover Offer, to accept (or procure the acceptance of) such Takeover Offer.

The obligations of Rockwood Strategic plc under the irrevocable undertakings given by it shall lapse and cease to have effect on and from the earlier of the following occurrences:

(a)        immediately if the Scheme (or Takeover Offer, applicable) is withdrawn with the consent of the Panel or lapses in accordance with its terms, save where the Scheme is withdrawn or lapses as a result of Natara exercising its right to implement the Acquisition by way of a Takeover Offer (or vice-versa); or

(b)        the Scheme has not become Effective before 11.59 p.m. on the Long Stop Date.

This irrevocable undertaking remains binding in the event a competing offer is made for Treatt.

Letter of intent

Natara has received a non-binding letter of intent from John Lee, The Lord Lee of Trafford DL, a Treatt Shareholder who holds directly or indirectly 725,950 Treatt Shares representing approximately 1.22 per cent. of the issued share capital of Treatt as at 3 October 2025 (being the last Business Day before the date of this announcement) stating his current intention to vote (or procure a vote) in favour of the resolutions relating to the Acquisition at Treatt Meetings in respect of his holdings of Treatt Shares or, in the event that the Transaction is implemented by way of a Takeover Offer, to accept (or procure the acceptance of) such Takeover Offer.