MTW Mattioli Woods Plc

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 of such jurisdiction

for immediate release

30 August 2024

Mattioli Woods plc

("Mattioli Woods" or "the Company")

Exercise of options, PDMR Shareholding and Rule 2.9 Announcement

Mattioli Woods (AIM: MTW.L), the specialist wealth and asset management business, announces that on 30 August 2024, following the sanction of the Scheme by the Court, 1,722,437 share options with an exercise price of 1 pence ("Nominal Cost Options") were exercised into ordinary shares of 1 pence each in the Company ("Ordinary Shares") under the Mattioli Woods 2021 Long Term Incentive Plan ("LTIP").

Application has been made for the 1,722,437 new Ordinary Shares, which will rank pari passu with existing Ordinary Shares, to be admitted to AIM ("Admission"). It is expected that Admission will become effective and dealings will commence at 8.00 a.m. on 2 September 2024.

Of the Nominal Cost Options, 822,554 were exercised by the following persons discharging managerial responsibilities ("PDMRs"):

*As defined by The Takeover Code, Ian Mattioli has an interest in 3,421,691 Ordinary Shares, including those held by close relatives, related trusts and connected persons.

Rule 2.9

In accordance with Rule 2.9(c) of the City Code on Takeovers and Mergers (the "Takeover Code"), the Company confirms that, following Admission, it will have 53,771,310 ordinary shares of £0.01 (one penny) in issue and admitted to trading, each with ISIN number GB00B0MT3Y97.

The Company holds no shares in treasury.

The total number of shares attracting voting rights in the Company is therefore 53,771,310. The above figure may be used by shareholders to determine the percentage of issued share capital they hold in the Company and if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

The information set out below is provided in accordance with the requirements of Article 19(3) of the EU Market Abuse Regulation No 596/2014.

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For further information please contact:

Disclosure requirements of the Code

Under Rule 8.3(a) of the Takeover 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. (London time) on the 10^th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10^th 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 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. (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 Takeover 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.