Publication of Scheme Document

(a wholly-owned subsidiary of Taboola.com Ltd)

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

PUBLICATION OF SCHEME DOCUMENT

On 18 September 2026, the boards of Taboola.com Ltd (“Taboola”) and Dianomi plc (“Dianomi”) announced that they had reached an agreement on the terms of a recommended acquisition pursuant to which Taboola Europe Limited, a wholly-owned subsidiary of Taboola (“Bidco”), will acquire the entire issued and to be issued ordinary share capital of Dianomi (the "Acquisition"). It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement (the "Scheme") under Part 26 of the Companies Act 2006 (the "Act") (although Bidco reserves the right, subject to Panel consent and, where relevant, the terms of the Co-operation Agreement, to elect to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme).

Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document. All references to time in this announcement are to London time unless stated otherwise.

Publication of the Scheme Document

The board of Dianomi announces that it is today publishing and sending to Dianomi shareholders a circular in relation to the Acquisition (the “Scheme Document”), setting out (among other things), a letter from the Chair of Dianomi, the full terms and conditions of the Acquisition, an explanatory statement pursuant to section 897 of the Act, an expected timetable of principal events, notices of the Scheme Court Meeting and the General Meeting and details of the actions to be taken by Dianomi Shareholders, together with the related Forms of Proxy for the Scheme Court Meeting and the General Meeting.

The Scheme Document and Forms of Proxy will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Dianomi's website at https://www.dianomi.com/for-investors/ and on Taboola's investor relations website at https://investors.taboola.com/. The content of these websites as referred to in this announcement is not incorporated into, and does not form part of, this announcement.

Hard copies of the Scheme Document and Forms of Proxy for the Scheme Court Meeting and the General Meeting will be sent to Dianomi Shareholders.

Letters to Dianomi Share Plan Participants

Dianomi will make the Scheme Document available to participants in the Dianomi Share Plans. Participants in the Dianomi Share Plans will also be sent a separate letter regarding the effect of the Scheme on their rights under the Dianomi Share Plans and with the details of the arrangements applicable to them (the "Share Plan Letters") including details of appropriate proposals made to them under Rule 15 of the Takeover Code and instructions on how to exercise their options.

A copy of the relevant form of Share Plan Letter will be made available on Dianomi’s website at https://www.dianomi.com/for-investors/ and on Taboola’s website at https://investors.taboola.com/ up to and including the Effective Date.

Action required

As further detailed in the Scheme Document, in order to become Effective, the Scheme will require, among other things, that the requisite majority of (i) Scheme Shareholders vote in favour of the Scheme at the Scheme Court Meeting; and (ii) Dianomi Shareholders vote in favour of the Resolution to be proposed at the General Meeting. The Scheme must also be sanctioned by the Court. The Scheme is also subject to the satisfaction or waiver (where applicable) of the other Conditions and further terms set out in the Scheme Document, including satisfaction or waiver of the CMA Condition.

Notices of the Scheme Court Meeting and the General Meeting, both of which will be held at Thomas House, 84 Eccleston Square, London SW1V 1PX on 6 November 2026, are set out in the Scheme Document. The Scheme Court Meeting will start at 2.00 p.m. on that date and the General Meeting at 2.15 p.m. or as soon thereafter as the Scheme Court Meeting shall have concluded or been adjourned.

It is important that, for the Scheme Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of Scheme Shareholders' opinion. Whether or not Dianomi Shareholders intend to attend, speak and/or vote at the Scheme Court Meeting, they are strongly encouraged to submit proxy appointments and instructions for the Scheme Court Meeting and the General Meeting as soon as possible, using any of the methods set out in the Scheme Document, to ensure their vote is recorded. Dianomi Shareholders are strongly encouraged to appoint “the Chair of the meeting” as their proxy.

Details of the action to be taken by Dianomi Shareholders in connection with the Acquisition are set out on pages 39 to 40, at paragraph 16 of Part Two (Explanatory Statement) of the Scheme Document.

Any changes to the arrangements for the Scheme Court Meeting and the General Meeting will be communicated to Dianomi Shareholders before the Meetings, through Dianomi's website at https://www.dianomi.com/for-investors/ and by announcement through a Regulatory Information Service.

Recommendation

The Dianomi Directors, who have been so advised by Panmure Liberum as to the financial terms of the Acquisition, unanimously consider the terms of the Acquisition to be fair and reasonable.

Accordingly, the Dianomi Directors recommend unanimously that Dianomi Shareholders vote, or procure votes, in favour of the Scheme at the Scheme Court Meeting and vote, or procure the voting, in favour of the Resolution to be proposed at the General Meeting, or, if (with the consent of the Panel) Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, accept, or procure the acceptance of, such Takeover Offer, as all of the Dianomi Directors who hold Dianomi Shares have irrevocably undertaken to do, or procure to be done, in respect of their own beneficial holdings (and procure to be done in respect of the beneficial holdings of their spouse, civil partner and/or related trusts) of 3,134,944 Dianomi Shares, in aggregate, representing approximately 10.44 per cent. of the Dianomi Shares in issue on the Last Practicable Date.

In providing its advice to the Dianomi Directors, Panmure Liberum has taken into account the commercial assessments of the Dianomi Directors. Panmure Liberum is providing independent financial advice to the Dianomi Directors for the purposes of Rule 3 of the Code. Panmure Liberum has given and not withdrawn its consent to the inclusion in this announcement of its advice to the Dianomi Board in the form and context in which it appears.

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

Expected timetable of principal events

The current expected timetable of principal events for the implementation of the Scheme is set out in the Scheme Document and repeated below.

The Scheme remains conditional on the approval of the requisite majority of eligible Scheme Shareholders at the Scheme Court Meeting and the requisite majority of the eligible Dianomi Shareholders at the General Meeting. The Scheme is also subject to the satisfaction (or, where applicable, waiver) of the other Conditions (including the CMA Condition and sanction of the Court) and further terms, as described more fully in the Scheme Document. An update to the expected timetable is expected to be announced following satisfaction of all of the relevant regulatory clearances upon which the Acquisition is conditional.

Latest time for lodging Forms of Proxy and registering proxy appointments through www.sharegateway.co.uk or CREST for the:

The following dates and times are indicative only and are subject to change (5)

Notes:

It is requested that blue Forms of Proxy for the Scheme Court Meeting be lodged not later than 48 hours before the time appointed for the Scheme Court Meeting or, if the Scheme Court Meeting is adjourned, 48 hours prior to the time and date set for any adjourned Scheme Court Meeting (in each case, excluding any part of a day that is not a Business Day). Blue Forms of Proxy for the Scheme Court Meeting not lodged by this time may be handed to the Chair of the Scheme Court Meeting or to a representative of Dianomi’s registrar, Neville Registrars, on behalf of the Chair before the start of the Scheme Court Meeting (or any adjournment thereof).

White Forms of Proxy for the General Meeting must be lodged not later than 48 hours before the time appointed for the General Meeting or, if the General Meeting is adjourned, 48 hours prior to the time fixed for the adjourned General Meeting (in each case, excluding any part of a day that is not a Business Day). White Forms of Proxy for the General Meeting not lodged by this time or not otherwise lodged in accordance with the instructions set out in the relevant Form of Proxy will be invalid.

If either the Scheme Court Meeting or the General Meeting is adjourned, the Scheme Voting Record Time for the relevant adjourned meeting will be 6.00 p.m. on the day which is two Business Days before the date of the adjourned meeting.

Or as soon thereafter as the Scheme Court Meeting is concluded or adjourned.

These times and dates are indicative only and will depend, among other things, on the date upon which: (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) a certified copy of the Scheme Court Order is delivered to the Registrar of Companies for registration.

Or such later time and date as Bidco and Dianomi may agree and that (if so required) the Court may allow.

This is the latest date by which the Scheme may become Effective, or such later date, if any, (a) as Bidco and Dianomi may agree in writing, or (b) (in a competitive situation) as may be specified by Bidco with the consent of the Panel, and in each case that (if so required) the Court may allow.

The dates and times given are indicative only and are based on Dianomi’s current expectations and may be subject to change. If any of the expected times and/or dates above change, the revised times and/or dates will be notified to Dianomi Shareholders by announcement through a Regulatory Information Service with such announcement being made available on Dianomi’s website at https://www.dianomi.com/for-investors/.

Cancellation of admission to trading on AIM of Dianomi Shares and re-registration of Dianomi

Prior to the Scheme becoming Effective, Dianomi will make an application to the London Stock Exchange for the cancellation of the admission to trading of Dianomi Shares on AIM, to take effect from or shortly after the Effective Date. The last day of dealings in, and registration of transfers of, Dianomi Shares on AIM is expected to be the Business Day prior to the Effective Date and no transfers are expected to be registered after 6.00 p.m. on that date other than to Bidco or its nominee(s) pursuant to the Scheme.

On, or as soon as possible after, the Effective Date, share certificates in respect of Dianomi Shares will cease to be of value and should be destroyed, and entitlements to Dianomi Shares held in CREST will be cancelled.

Questions

K&L Gates LLP are retained as legal advisers to Dianomi.

The statements contained in this announcement are not to be construed as legal, business, financial or tax advice. Dianomi Shareholders are urged to consult with their own legal, tax and financial advisers in connection with making a decision regarding this Transaction.

Rule 26.1 disclosure

Overseas jurisdictions

It is the responsibility of any person into whose possession this announcement comes to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection with the Acquisition, including the obtaining of any governmental, exchange control or other consents which may be required and/or compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes or levies due in such jurisdiction.

No profit forecasts or estimates