Proposed Retail Offer to raise up to £1 million

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021).

COHORT PLC

("Cohort", "the Company" or "the Group")

Proposed Retail Offer to raise up to £1 million

The Retail Offer

Cohort plc (AIM: CHRT), the independent technology group, is pleased to announce the launch of a conditional retail offer via the PrimaryBid platform of new ordinary shares of 10 pence each (the "Ordinary Shares") in the capital of the Company (the "Retail Offer Shares" and the "Retail Offer") at an issue price of 875 pence per Ordinary Share (the "Issue Price").

As separately announced today, Cohort is conducting a placing of new Ordinary Shares (the "Placing") of 10 pence each in the capital of the Company (the "Placing Shares", together with the Retail Offer Shares, the "New Ordinary Shares") through an accelerated bookbuilding process (the "Bookbuilding Process"). The price at which the Placing Shares are to be placed is 875 pence per share (the "Placing Price") and the issue price for the Retail Offer Shares will be equal to the Placing Price.

The New Ordinary Shares will represent approximately 11.2 per cent. of the existing issued ordinary share capital of the Company ("the Existing Ordinary Shares") and the Issue Price represents a discount of approximately 4.3 per cent. to the closing mid-market price of 914 pence per Existing Ordinary Share on 20 November 2024, being the last practicable date prior to the publication of this Announcement.

Cohort proposes to use the net proceeds of the Placing to partly fund the cash consideration payable by the Company for the conditional acquisition of the entire issued share capital of EM Solutions Pty Ltd (ACN 082 157 846) which holds all of the issued share capital in EM Solutions (Europe) B.V. (together "EM Solutions") from Electro Optic Systems Holdings Limited (ACN 092 708 364), an Australian public company which is listed on the Australian Securities Exchange (ASX: EOS) ("EOS") (the "Acquisition"), as announced by Cohort separately earlier today (the "Acquisition Announcement"). The proceeds from the Retail Offer will be used for general corporate purposes.

Details of the Retail Offer

The Retail Offer will be open to new investors and retail shareholders resident and physically located in the United Kingdom following publication of this Announcement. The Retail Offer will close no later than 12:00pm today. The Retail Offer may close early if it is oversubscribed.

Applications to subscribe in the Retail Offer will be considered by the Company with preference to be given to the Company's existing retail shareholders. There is a minimum subscription of £250 per investor under the terms of the Retail Offer and aggregate demand under the Retail Offer will be limited to a maximum of £1 million.

No commission will be charged to investors on applications to participate in the Retail Offer made through PrimaryBid. It is important to note that once an application for the Retail Offer Shares has been made and accepted via PrimaryBid, that application is irrevocable and cannot be withdrawn.

The Retail Offer Shares, if issued, will be fully paid and will rank pari passu in all respects with the Existing Ordinary Shares of the Company and the Placing Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

The Retail Offer is conditional on the New Ordinary Shares to be issued pursuant to the Retail Offer and the Placing being admitted to trading on AIM ("Admission"). The Retail Offer will not be completed without the Placing also being completed. Neither the Retail Offer nor the Placing are conditional on the completion of the Acquisition. The conditions to the completion of the Acquisition are set out in the Acquisition Announcement.

Application will be made for the Retail Offer Shares to be admitted to trading on the AIM market of the London Stock Exchange.

Admission is expected to take place at 8.00 a.m. (London time) on 25 November 2024 and dealings in the Retail Offer Shares are expected to commence at 8.00 a.m. (London time) on 25 November 2024.

Reason for the Retail Offer

While the Placing has been structured as a non-pre-emptive offer within the Company's existing authorities from shareholders for non-pre-emptive offers so as to minimise cost and time to completion (and therefore no shareholder approval is required), the Company values its retail investor base and is therefore pleased to provide retail investors with the opportunity to participate in the Retail Offer.

Existing shareholders and new investors can access the Retail Offer through PrimaryBid's extensive partner network of investment platforms, retail brokers and wealth managers, subject to such partners' participation. A list of PrimaryBid's distribution partners can be found at https://www.primarybid.com/uk/investors-broker-list.

Some partners may only accept applications from existing shareholders and/or existing customers.