Updated Scheme Timetable

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

to be effected by means of a scheme of arrangement

under Part 26 of the UK Companies Act 2006

Update on Timetable

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 (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).

Full details of the Scheme are set out in the scheme document published on 14 October 2026, which also included the notices convening the Scheme Court Meeting and General Meeting (the "Scheme Document").

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

Update on Timetable

Subject to the outcome of the Scheme Court Meeting and the General Meeting and the satisfaction or, where applicable, waiver of the other Conditions (other than those Conditions relating to the Longstop Date and to the sanction of the Scheme by the Court (Conditions 1 and 2(c) of the Scheme Document)), the Scheme Court Hearing is expected to take place on 12 November 2026. Subject to the satisfaction or, where applicable, waiver of the remaining Conditions, the Scheme is expected to become Effective on 16 November 2026 and the cancellation of admission to trading of, and dealings in, Dianomi Shares on AIM is expected to occur at 7.00 a.m. on 17 November 2026.

The following timetable sets out the updated expected dates for implementation of the Scheme:

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

Note:

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.

* 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 times and dates given in the expected timetable of principal events are indicative only and based on Dianomi's current expectations and may be subject to change. If any of the dates and/or times set out in the expected timetable change, Dianomi will notify Dianomi Shareholders of the revised dates and/or times by announcement through a Regulatory Information Service and the announcement(s) will also be made available on Dianomi's website at https://www.dianomi.com/for-investors/.

Conditions

The Scheme remains subject to the satisfaction or, where applicable, waiver of the remaining Conditions and to the further terms set out in the Scheme Document, including the Court sanctioning the Scheme at the Scheme Court Hearing and the delivery of a copy of the Scheme Court Order to the Registrar of Companies of England and Wales.

Further announcements will be made by Dianomi if and when 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 have been obtained, if and when the Court sanctions the Scheme, and if and when the Scheme becomes Effective.

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

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 the United Kingdom.

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 Acquisition.

Notice to overseas shareholders

General

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.

Notices to US investors in Dianomi

Dianomi and Bidco are organised under the laws of England and Wales and Taboola is organised under the laws of Israel. Some of the officers and directors of Dianomi, Taboola and Bidco are residents of countries other than the United States and the majority of the assets of Dianomi are located outside of the United States and a significant amount of Taboola’s assets are located outside the United States. As a result, it may not be possible to effect service of process within the United States upon Dianomi, Taboola, Bidco or any of their respective officers or directors, or to enforce outside the United States judgments obtained against Dianomi, Taboola, Bidco or any of their respective officers or directors in US courts, including, without limitation, judgments based upon the civil liability provisions of the US federal securities laws or the laws of any state or territory within the United States.

No profit forecasts or estimates

Disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in one 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.

Rule 26.1 disclosure

General

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