Adams : 260844 Project Vesta Circular

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document you should consult your stockbroker, bank manager, solicitor, accountant or other independent professional adviser duly authorised under the Financial Services and Markets Act 2000 ("FSMA") (or, if you are a person outside the UK, a person otherwise similarly qualified in your jurisdiction). The whole of the text of this document should be read. You should be aware that investment in the Company is speculative and involves a high degree of risk and prospective investors should in particular carefully consider the section entitled "Risk Factors" set out in Part II of this document.

If you have sold or otherwise transferred all of your holding of Existing Ordinary Shares held in certificated form prior to the Ex-Entitlement Date, please send this document and, if appropriate, the accompanying Application Form at once to the purchaser or transferee or to the stockbroker, bank or other agent through or by whom the sale or transfer was or is effected, for onward delivery to the purchaser or transferee, except that such documentation should not be sent into a Restricted Jurisdiction or other jurisdiction where doing so may constitute a violation of local securities laws or regulations. If you have sold or otherwise transferred Existing Ordinary Shares held in an uncertificated form prior to the Ex-Entitlement Date, a claim transaction will automatically be generated by Euroclear which, on settlement, will transfer the appropriate number of Open Offer Entitlements to the purchaser or transferee through CREST. If you have sold or otherwise transferred only some of your Existing Ordinary Shares held in certificated form before the Ex-Entitlement Date you should immediately consult the stockbroker, bank or other agent through or by whom the sale or transfer was effected and refer to the instructions regarding split applications set out in the Application Form.

Application will be made for the Open Offer Shares to be admitted to trading on the AIM Market of the London Stock Exchange plc ("AIM"). It is expected that admission to AIM will become effective and that dealings in the Open Offer Shares will commence on or around 21 April 2021. The Existing Ordinary Shares are admitted to trading on AIM. AIM is a market designed primarily for emerging and smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the United Kingdom Listing Authority. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consulting with an independent financial adviser.

Adams plc

(Incorporated in the Isle of Man with registered number 004145V)

Placing of 8,650,000 new Ordinary Shares at 6.5p per share

Open Offer of up to 61,914,924 Open Offer Shares

at 6.5p per share

The distribution of this document and the accompanying Application Form in jurisdictions other than the UK may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any of those restrictions. Any failure to comply with any of those restrictions may constitute a violation of the securities laws of any such jurisdiction.

Cairn Financial Advisers LLP ("Cairn") and Peterhouse Capital Limited ("Peterhouse"), which are both regulated in the UK by the FCA, are acting as the Company's nominated adviser and broker, respectively, in connection with the Proposals. Cairn's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers and Peterhouse's responsibilities as the Company's broker under the AIM Rules for Companies are owed solely to the London Stock Exchange plc and are not owed to the Company or to any Director, or to any other person in respect of his decision to acquire New Ordinary Shares in reliance on any part of this document without limiting the statutory rights of any person to whom this document is issued. No representation or warranty, express or implied, is made by Cairn or Peterhouse as to, and no liability whatsoever is accepted by Cairn or Peterhouse for the accuracy of any information or opinions contained in this document or for the omission of any material information from this document for which the Company and the Directors are solely responsible. Neither Cairn nor Peterhouse will be offering advice and will not otherwise be responsible for providing customer protections to recipients of this document in respect of any acquisition of New Ordinary Shares. This document has not been approved for the purposes of section 21 of FSMA.

This document should be read as a whole. Your attention is drawn to the letter from the Chairman of Adams plc set out on pages 10 to 13 of this document which provides details of the Proposals.

This document also constitutes the "offering document" for the purposes of section 45 of the Act and is prepared in compliance with the requirements of that section. It is not necessary for this document to be filed or registered with any governmental or public body, authority or agency in the Isle of Man either on, before or after the date of its publication and it is not intended that this document will be filed with the Registrar of Companies in the Isle of Man pursuant to section 45(5) of the Act.

The Open Offer closes at 11.00 a.m. on 15 April 2021. If you are a Qualifying Shareholder and wish to apply for Open Offer Shares under the Open Offer you should follow the procedure set out in Part III of this document and, if you are a Qualifying Non-CREST Shareholder, complete and return the accompanying Application Form. Qualifying CREST Shareholders (who will not receive an Application Form) will receive instead a credit to their appropriate stock accounts in CREST in respect of their Open Offer Entitlements which will be enabled for settlement on 29 March 2021. If you do not wish to participate in the Open Offer then you should not return your Application Form or send a USE instruction through CREST. Applications under the Open Offer may only be made by the Qualifying Shareholders originally entitled thereto or by persons becoming so entitled, by virtue of a bona fide market claim arising out of the sale or transfer of Existing Ordinary Shares prior to the date on which the Existing Ordinary Shares are marked 'ex' the entitlement by the London Stock Exchange.

If the Open Offer Entitlements are for any reason not enabled by 3.00 p.m. on 29 March 2021 or such later time as the Company may decide, an Application Form will be sent to each Qualifying CREST Shareholder in substitution for the Open Offer Entitlements credited to his stock account in CREST. Qualifying CREST Shareholders who are CREST sponsored members should refer to their CREST sponsors regarding the action to be taken in connection with this document and the Open Offer.

Holdings of Existing Ordinary Shares in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating entitlements under the Open Offer.

If Qualifying Shareholders have any queries on the procedure for application and payment under the Open Offer, or wish to receive another Application Form, they should contact the Receiving Agent at Share Registrars Limited on 01252 821 390. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. and 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Share Registrars Limited cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

A copy of this document will made be available on the Company's website,www.adamsplc.co.uk. Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website are incorporated in, or form part of, this document.

No person has been authorised to make any representations on behalf of the Company concerning the Open Offer which are inconsistent with the statements contained in this document and any such representations, if made, may not be relied upon as having been authorised. No person should construe the contents of this document as legal, tax or financial advice and recipients of this document should consult their own advisers as to the matters described in this document.

The Open Offer Shares will, following allotment, rank pari passu in all respects with the Existing Ordinary Shares including the right to receive all dividends and other distributions declared made or paid on the ordinary share capital of the Company.

This document is being sent to all Shareholders, but in relation to those Shareholders who are not Qualifying Shareholders (which means any Shareholders resident in a Restricted Jurisdiction) it is being sent to them for information purposes only.

The Company and the Directors, whose names are set out on page 6, accept responsibility for the information set out in this document. To the best of the knowledge and belief of the Company and the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. This document is not a prospectus for the purposes of the Prospectus Regulation Rules. Accordingly, this document has not been and will not be reviewed or approved by the FCA or any other authority or regulatory body. In addition, this document does not constitute an admission document under the AIM Rules.

FORWARD LOOKING STATEMENTS

This Document includes "forward-looking statements" which include all statements other than statements of historical facts, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could" or "similar" expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. These forward- looking statements speak only as at the date of this Document. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law or the AIM Rules.

CONTENTS

EXPECTED TIMETABLE OF PRINCIPAL EVENTS 4

OPEN OFFER STATISTICS 5

DIRECTORS, OFFICERS AND ADVISERS 6

DEFINITIONS 7

PART I LETTER FROM THE CHAIRMAN 10

PART II RISK FACTORS 14

PART III TERMS AND CONDITIONS OF THE OPEN OFFER 17

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

2021
Record Date for Open Offer Entitlements	Close of business on 25 March
Announcement of the Open Offer	7.00 a.m. on 26 March
Publication and posting of this document and posting of the
Application Form to Qualifying Shareholders
Ex-Entitlement Date	8.00 a.m. on 26 March
Open Offer Entitlements credited to stock accounts of	as soon as possible after
Qualifying CREST Shareholders in CREST	8.00 a.m. on 29 March
Placing Admission and commencement of dealings in Placing Shares	8.00 a.m. on 1 April
Recommended latest time for requesting withdrawal of	4.30 p.m. on 9 April
Open Offer Entitlements from CREST
Recommended latest time for depositing	3.00 p.m. on 12 April
Open Offer Entitlements into CREST
Latest time and date for splitting of Application Forms	3.00 p.m. on 13 April
(to satisfy bona fide market claims only)
Latest time and date for receipt of completed Application Forms,	11.00 a.m. on 15 April
and payment in full under the Open Offer or settlement of
relevant CREST instructions (as appropriate)
Announcement of result of Open Offer

26 March

15 April

Open Offer Admission and commencement of dealings in Open Offer Shares	8.00 a.m. on 21 April
CREST members' accounts credited in respect of	as soon as possible after
Open Offer Shares in uncertificated form	8.00 a.m. on 21 April
Despatch of share certificates in respect of Open Offer Shares

30 April

All times are London times and each of the times and dates are subject to change. If any of the details contained in the timetable above should change, the revised times and dates will be notified by means of an announcement through a Regulatory Information Service.