Mandatory Final Cash Offer

(a company wholly owned by Dr Hend El Sherbini and Dr Moamena Abdul Wahab Kamel)

Introduction

Hena Holdings Ltd ("Bidco"), a company wholly owned by Dr Hend El Sherbini (the Chief Executive Officer of Integrated Diagnostics Holdings plc ("IDH")) and her mother Dr Moamena Abdul Wahab Kamel, is today announcing a mandatory final cash offer to be made by Bidco for IDH Shares not already held by Bidco (the "Offer").

As at 22 June 2026, Bidco held 162,445,383 IDH Shares (representing approximately 27.94% of the existing issued share capital of IDH. Bidco has today unconditionally acquired 126,000,000 IDH Shares representing a 21.67% stake from Actis IDH Limited (the "Seller"), an entity which is controlled by funds managed by Elliott Investment Management L.P. ("Elliott") (the "Elliott Transaction"), at a price of $0.50 USD (50 cents) per IDH Share. The Elliott Transaction has settled on the date of this Announcement.

As a result of the Elliott Transaction, Bidco holds 288,445,383 IDH Shares, representing approximately 49.62% of the existing issued share capital of IDH.

Under Rule 9 of the City Code on Takeovers and Mergers (the "Code"), Bidco is therefore required to make a mandatory cash offer for the IDH Shares not already owned by Bidco at a price of $0.50 USD per IDH Share. Bidco confirms that the offer price of $0.50 USD per IDH Share is final and neither it nor any other person acting in concert with it will increase, or acquire or make an offer for IDH Shares at a price in excess of the offer price of $0.50 USD per IDH Share.

The Offer

Under the terms of the Offer, which will be subject only to the Acceptance Condition and certain further terms set out in Appendix I to this Announcement and subject to the full terms and conditions to be set out in full in the Offer Document, and, in respect of IDH Shares held in certificated form, the Form of Acceptance, IDH Shareholders shall be entitled to receive:

for each IDH Share $0.50 USD (50 cents) in cash

The Offer values the entire issued and to be issued ordinary share capital of IDH at approximately USD 290.7 million and represents a discount of approximately 11.2% per cent. to the Closing Price per IDH Share of 56.3 cents on 22 June 2026 (being the last Business Day prior to the date of this Announcement).

Bidco confirms that the offer price of $0.50 USD (50 cents) per IDH Share is final and neither it nor any other person acting in concert with it will increase, or acquire or make an offer for IDH Shares at a price in excess of the offer price of $0.50 USD per IDH Share.

The Offer is only subject to the Acceptance Condition under Rule 9.3 of the Code pursuant to which valid acceptances of the Offer must be received (and not, where permitted, withdrawn) by no later than 1.00 p.m. (London time) on the Unconditional Date (or such later time(s) and/or date(s) as Bidco may, in accordance with the Code, and where applicable with the consent of the Panel, decide) in respect of such number of IDH Shares which, when aggregated with the IDH Shares acquired or agreed to be acquired by Bidco (or any person acting in concert with it) on or before such date, results in Bidco and any person acting in concert with Bidco holding shares carrying more than 50 per cent. of the voting rights then normally exercisable at a general meeting.

The IDH Shares will be acquired pursuant to the Offer fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and other third party rights or interests together with all rights attaching thereto including, without limitation, the right to receive all dividends and other distributions (if any) announced, declared, made or paid thereafter.

Bidco will reduce the Offer Price by the amount of any dividend (or other distribution) or any return of capital which is announced, declared, paid or becomes payable by IDH to IDH Shareholders following the date of this announcement and prior to the Unconditional Date.

The Offer Document and Form of Acceptance containing further details of the Offer will be despatched to IDH Shareholders as soon as reasonably practicable and in any event within 28 days of the date of this Announcement. Bidco may seek the consent of the Independent Directors of IDH to despatch the Offer Document and Form of Acceptance to IDH Shareholders within 14 days of this Announcement.

Background to and reasons for the Offer

Through the Elliott Transaction, Bidco has acquired the Seller's IDH Shares representing a 21.67% stake at a price that is attractive to it. The purchase price of $0.50 USD per IDH Share represents an opportunity for Bidco to continue to be invested in IDH where it has had an involvement with companies that form part of the IDH Group since 1979. Bidco, as a long-term holding company, is committed to supporting IDH as it delivers in its medium term strategic ambitions.

As a result of the Elliott Transaction, Bidco is required to make a mandatory cash offer for the remaining IDH Shares under Rule 9 of the Code. Bidco is required to make the Offer at a price of $0.50 USD per IDH Share, being the price per IDH Share paid pursuant to the Elliott Transaction and not less than the highest price paid by Bidco (or any person acting in concert with it) for any interest in the IDH Shares during the 12 months prior to the date of this Announcement. IDH Shareholders therefore will be given an opportunity to exit their investment in IDH, in full or in part, by way of the Offer.

Bidco confirms that the offer price of $0.50 USD (50 cents) per IDH Share is final and neither it nor any other person acting in concert with it will increase, or acquire or make an offer for IDH Shares at a price in excess of the offer price of $0.50 USD per IDH Share.

Further details on Bidco's intentions in relation to IDH, its management, employees, location and business are set out in paragraph 5 below.

• Information about Bidco, Dr Hend El Sherbini and Dr Moamena Abdul Wahab Kamel

Bidco is a private company limited by shares incorporated in the British Virgin Islands. It is wholly owned by Dr Hend El Sherbini (the Chief Executive Officer of IDH) and her mother Dr Moamena Abdul Wahab Kamel. Bidco was incorporated to hold shares in IDH. It is not a trading business and does not own shares in any company other than IDH.

The sole registered director of Bidco is Woodbourne Corporation (BVI) Limited and the registered agent of Bidco is Rawlinson & Hunter Limited. Further details in relation to Bidco will be contained in the Offer Document.

In 1979 Dr Moamena Abdul Wahab Kamel founded the MK Lab which was later renamed Al Mokhtabar in 2004. IDH was established by Abraaj in 2008, with Abraaj guiding IDH through multiple acquisitions including, in 2012, the acquisition of Al Mokhtabar. IDH has been listed on the Main Market of the London Stock Exchange since 2015.

Dr Hend El Sherbini has been IDH's Chief Executive Officer since 2012 and prior to that served as the Chief Executive Officer of Al Mokhtabar between 2004 and 2012. Through Bidco, Dr Hend El Sherbini and Dr Moamena Abdul Wahab Kamel have together been the largest shareholder of IDH since the IPO in 2015. For this reason, Dr Hend El Sherbini has not participated in any meeting of the independent committee of the Board of IDH at which the Offer has been discussed and will not participate in any future meetings of the independent committee of the Board of IDH at which the Offer may be discussed in the future. Sherif El Zeiny has provided some advice to Dr Hend El Sherbini and Bidco in connection with the Offer and for this reason he also has not participated (and will not participate) in any such meetings. As further detailed in paragraph 5 below, Richard Henry Phillips (who was appointed to the Board as a representative of the Seller) has today stepped down from the Board and will not participate in any future meetings of the Board of IDH.

• Bidco's intentions regarding IDH's business, management and employees

The primary motivation of Bidco in executing the Elliott Transaction is to secure the acquisition of 126,000,000 IDH Shares at a price of $0.50 USD per IDH Share. The Offer is a mandatory consequence of that acquisition and is not motivated by a desire to seek changes at the Board of IDH, nor to pursue a delisting from the London Stock Exchange.

Bidco does not intend to make any changes to IDH's business (including research and development) or broader strategic plans, or locations and places of business (including its headquarters and headquarters functions), as a result of the Offer and there is no intention to redeploy any of IDH's fixed assets.

Bidco does not intend to effect any material change with regard to: (i) the headcount of IDH's employees and managers and (ii) the conditions of employment or balance of skills and functions of the management or employees of IDH.

Bidco intends that, following completion of the Offer, the existing contractual and employment rights of IDH's management and employees will be respected in accordance with applicable law. IDH does not operate a pension scheme.

If the Offer becomes unconditional, yet the level of acceptances from the free-float shareholders is relatively modest (such that Bidco's holding is not approaching 75%), then Bidco does not intend to exercise its rights as shareholder to seek to procure that IDH makes an application to cancel trading in IDH Shares on the London Stock Exchange or the listing of IDH Shares on the Official List. In such circumstances, Bidco intends to continue to maintain a Board that has independent non-executive Directors and to maintain a corporate governance regime that is appropriate for a company which is listed on the Equity Shares (Transition Segment) of the Official List of the FCA. IDH Shareholders should note, however, that as a result of the Elliott Transaction Richard Henry Phillips (who was appointed to the Board as a representative of the Seller) has today stepped down from the Board, and Bidco intends to replace him with a non-executive director of its own, Christopher James Mckenzie Coles, who as a nominee of Bidco, would also not be considered to be independent under the UK Corporate Governance Code.

If, however, the Offer becomes unconditional and Bidco receives valid acceptances, that together with IDH Shares otherwise held by Bidco, would lead to its holding 75% or more of the issued share capital of IDH, then it is the intention of Bidco to exercise its rights as shareholder to procure that IDH will make an application to cancel trading in IDH Shares on the London Stock Exchange and the listing of IDH Shares on the Official List. In such circumstances, a separate delisting resolution would not be required to be put to IDH Shareholders. It is anticipated that the application for cancellation of admission to trading on the London Stock Exchange and listing on the Official List in such circumstances will take effect no earlier than the date that is 20 Business Days after Bidco has acquired or agreed to acquire sufficient IDH Shares such that (together with the IDH Shares already held by Bidco) it would hold 75% of the voting rights attaching to the IDH Shares. The cancellation of the listing would significantly reduce the liquidity and marketability of the IDH Shares not assented to the Offer at the time.

In the event of a delisting, Bidco does not intend to maintain the existing Board structure and in these circumstances, Bidco would intend to reduce certain corporate and support functions relating to IDH's status as a listed company that would require limited reductions in headcount and for some or all of the non-executive directors of IDH to resign from his or her office as a director of IDH.

Finally, if Bidco has received acceptances under the Offer in respect of, or otherwise has acquired, 90% or more of the IDH Shares to which the Offer relates, Bidco will exercise its rights pursuant to the provisions of Article 117 of the Companies Jersey Law (1991) to acquire compulsorily the remaining IDH Shares in respect of which the Offer has not been accepted.

Bidco intends that, following completion of the Offer, it will continue to make purchases of IDH Shares on the market where the opportunity to do so at prices that Bidco considers to be attractive arises, subject to compliance with the Code and all other applicable laws and regulations.

No statements in this paragraph 5 constitute post-offer undertakings for the purpose of Rule 19.5 of the Code.

Information about IDH

IDH is a leading consumer healthcare diagnostics company in the Middle East and Africa with operations in Egypt, Jordan, Nigeria, Saudi Arabia, and Sudan and is proudly woman-led.

A long track record for quality and safety has earned the IDH Group a trusted reputation, as well as internationally-recognised accreditations for its portfolio of over 3,000 diagnostics tests. Additionally, IDH accredits its laboratories through stringent international bodies such as College of American Pathologists, the International Organization for Standardization, the Joint Commission International, the Jordanian Accreditation System, and the Healthcare Accreditation Council.

From its base of over 628 branches, IDH will continue to add laboratories through a hub, spoke and spike business model that provides a scalable platform for efficient expansion.

IDH aims to be a leading healthcare provider in every community and region that it serves, becoming every doctor and patient's first choice for quality, accurate diagnostic testing and cost effective services.

Financing of the Offer and the Elliott Transaction

The Elliott Transaction and the Offer has been financed by (i) a loan made by RNAFIII Cooperatief U.A. and RMBV2 (together, "RMBV") to Bidco in the amount of up to USD 60 million (the "RMBV Loan"); and (ii) equity subscriptions to be made by Dr Hend El Sherbini and Dr Moamena Abdul Wahab Kamel in an amount of not less than USD 43 million and not more than USD 150 million.

The Elliott Transaction was financed by (i) a USD 20 million drawdown from the RMBV Loan; and (ii) equity subscriptions made by Dr Hend El Sherbini and Dr Moamena Abdul Wahab Kamel in an amount of USD 43 million.

Full acceptance of the Offer would require the payment by Bidco of a further maximum amount of approximately USD 146.4 million which will be provided by (i) further drawdowns of the remaining RMBV Loan of up to USD 40 million; and (ii) further equity subscriptions to be made by Dr Hend El Sherbini and Dr Moamena Abdul Wahab Kamel in an amount of not more than USD107 million.

Dr Hend El Sherbini and Dr Moamena Abdul Wahab Kamel have entered into a funding commitment letter with respect to their commitments, which are also the subject of a First Demand Guarantee issued by UBS Europe SE, Luxembourg Branch.

Canaccord Genuity Limited, in its capacity as financial adviser to Bidco, is satisfied that resources available to Bidco are sufficient to enable it to satisfy in full the cash consideration payable to IDH Shareholders under the terms of the Offer.

Offer-related Arrangements

No offer-related arrangements have been entered into between Bidco and IDH.

Disclosure of Interests in Relevant Securities

In this paragraph 9, "Relevant Securities'' means IDH Shares and securities convertible into, or rights to subscribe for IDH Shares.

As at the close of business on 22 June 2026 (being the last Business Day prior to the publication of this Announcement), Bidco held 162,445,383 IDH Shares (representing approximately 27.94% of the existing issued share capital of IDH. In addition, Bidco has today unconditionally acquired 126,000,000 IDH Shares representing a 21.67% stake] from the Seller pursuant to the Elliott Transaction, at a price of $0.50 USD per IDH Share. The Elliott Transaction settled on the date of this Announcement.

As a result of the Elliott Transaction, Bidco holds 288,445,383 IDH Shares, representing approximately 49.62% of the existing issued share capital of IDH.

As at the close of business on 22 June 2026 (being the last Business Day prior to the publication of this Announcement) and other than as set out above, none of Bidco, Dr Hend El Sherbini, Dr Moamena Abdul Wahab Kamel, or any person acting in concert with Bidco, has:

• an interest in, or right to subscribe for, any Relevant Securities;
• any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of Relevant Securities;
• procured an irrevocable commitment or letter of intent to accept the terms of the Offer in respect of Relevant Securities;
• borrowed or lent (including, for these purposes, entering into any financial collateral arrangements of the kind referred to in Note 3 on Rule 4.6 of the Code) any Relevant Securities; or
• any outstanding irrevocable commitment or letter of intent with respect to Relevant Securities.

Furthermore, save as disclosed in this Announcement, no arrangement exists with Bidco in relation to Relevant Securities. For these purposes, an "arrangement" includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to Relevant Securities which may be an inducement to deal or refrain from dealing in such securities.

Overseas IDH Shareholders

The availability of the Offer to IDH Shareholders who are not resident in the UK may be affected by the laws and/or regulations of their relevant jurisdiction. Therefore, such persons should inform themselves about and observe any applicable legal or regulatory requirements in their jurisdiction. Further details in relation to overseas IDH Shareholders will be set out in the Offer Document. If you are in any doubt, you should consult your professional adviser in the relevant jurisdiction without delay.

General

The Offer will be made subject only to the Acceptance Condition and certain further terms set out in Appendix I to this Announcement and to the full terms and conditions be set out in the Offer Document. The sources of certain information and bases of calculation of certain information contained in this Announcement are set out in Appendix II to this Announcement. Certain terms and expressions used in this Announcement are defined in Appendix III to this Announcement.

The Offer is to be effected by means of a takeover offer within the meaning of Article 116 (1) of the Jersey Companies Law.

The Offer is governed by the laws of England and Wales and is subject to the jurisdiction of the English courts and to the Acceptance Condition and certain further terms set out in Appendix I and to the terms and conditions be set out in full in the Offer Document. The Offer will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the Financial Conduct Authority.

Canaccord Genuity Limited has given and not withdrawn its consent to the inclusion in this Announcement of the references to their names in the form and context in which they appear.

Documents available on website

Copies of the following documents will be made available promptly on Bidco's website at www.henaholdingsmandatoryoffer.com, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, and in any event by no later than 12 noon (London time) on the Business Day following the date of this Announcement:

• this Announcement; and
• the documents relating to the financing of the Offer referred to in paragraph 7 above.

Neither the contents of the website referred to in this Announcement nor the contents of any website accessible from hyperlinks on such website are incorporated into, nor form part of, this Announcement.

Baker & McKenzie LLP is retained as legal adviser to Bidco and to Dr Hend El Sherbini.

No Profit Forecasts, Estimates or Quantified Benefits Statements

No statement in this Announcement is intended, or is to be construed, as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for IDH for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for IDH.

APPENDIX I

THE ACCEPTANCE CONDITION AND CERTAIN FURTHER TERMS OF THE OFFER

Part A: Condition of the Offer

Acceptances

The Offer is only subject to the Acceptance Condition under Rule 9.3 of the Code pursuant to which valid acceptances of the Offer must be received (and not validly withdrawn in accordance with the rules and requirements of the Code and the terms of the Offer) by no later than 1.00 p.m. (London time) on the Unconditional Date (or such later time(s) and/or date(s) as Bidco may, in accordance with the Code, and where applicable with the consent of the Panel, decide) in respect of such number of IDH Shares which, when aggregated with the IDH Shares acquired or agreed to be acquired by Bidco or any person acting in concert with Bidco on or before such date, results in Bidco and any person acting in concert with Bidco holding shares carrying more than 50 per cent. of the voting rights then normally exercisable at a general meeting including for this purpose any such voting rights attaching to IDH Shares that are unconditionally allotted or issued before the Offer becomes or is declared unconditional whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise.

For the purposes of this Condition:

• IDH Shares that have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the voting rights that they will carry upon issue;
• valid acceptances shall be deemed to have been received in respect of IDH Shares which are treated for the purposes of Article 117 of the Companies Jersey Law (1991) as having been acquired or contracted to be acquired by Bidco, whether by virtue of acceptance of the Offer or otherwise; and
• all percentages of voting rights and share capital are to be calculated by reference to the percentage held and in issue excluding any and all shares held in treasury by IDH from time to time.

Part B: Certain further terms of the Offer

• The Offer shall lapse unless the Acceptance Condition has been fulfilled by the earlier of the Unconditional Date and the Long-Stop Date (subject to the rules of the Code and, where applicable, the consent of the Panel). The Acceptance Condition is not subject to Rule 13.5(a) of the Code. The Acceptance Condition cannot be waived.
• Save as may otherwise be required by the Panel, the Offer will not proceed, will lapse or will be withdrawn if on the Long-Stop Date sufficient acceptances have not been received so as to enable the Acceptance Condition to be satisfied.
• The IDH Shares which will be acquired pursuant to the Offer will be acquired by Bidco pursuant to the Offer fully paid with full title guarantee and free from all liens, charges, encumbrances, equitable interests, pre-emption rights and other interests and rights of whatsoever nature and together with all rights now or hereafter attaching thereto, including the right to receive and retain in full all dividends and other distributions (if any) declared, paid or made after the date of this announcement.
• Bidco will reduce the Offer Price by the amount of any dividend (or other distribution) or any return of capital which is announced, declared, paid or becomes payable by IDH to IDH Shareholders following the date of this announcement and prior to the Unconditional Date.
• The Offer will be made on the terms and will be subject to the Acceptance Condition and terms which are set out in this Appendix I, those terms which will be set out in the Offer Document and (in respect of IDH Shares in certificated form) the Form of Acceptance and such further terms as may be required to comply with the Code and applicable law.
• In deciding whether or not to accept the Offer in respect of their IDH Shares, IDH Shareholders should rely on the information contained in, and follow the procedures described in, the Offer Document and (if they hold their IDH Shares in certificated form) the Form of Acceptance which will be posted to IDH Shareholders (other than to any IDH Shareholders with addresses in any Restricted Jurisdiction) as soon as reasonably practicable and in any event within 28 days of the date of this announcement. Bidco may seek the consent of the Independent Directors of IDH to despatch the Offer Document and Form of Acceptance to IDH Shareholders within 14 days of this announcement.
• The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws or regulatory requirements of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.
• The Offer will not be made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, without limitation, facsimile transmission, internet, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction.
• The Offer will be governed by the laws of England and Wales and be subject to the jurisdiction of the English courts and to the Acceptance Condition and further terms set out in this Appendix I and to the full terms and conditions to be set out in the Offer Document. The Offer will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the FCA, the UK Listing Rules and the Registry - Jersey Financial Services Commission.

APPENDIX II

SOURCES OF INFORMATION AND BASES OF CALCULATION

• The value placed by the Offer on the existing issued ordinary share capital of IDH is based on 581,326,272 IDH Shares in issue on 22 June 2026, being the last practicable date prior to publication of this Announcement.
• Unless otherwise stated, all prices and Closing Prices for IDH Shares are closing middle market quotations derived from Bloomberg.
• Certain figures included in this Announcement have been subject to rounding adjustments.

APPENDIX III

DEFINITIONS

The following definitions apply throughout this Announcement unless the context requires otherwise:

For the purposes of this Announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by the Companies Act 2006.

All references to "US$", "$", "US Dollars" and "cents" are to the lawful currency of the United States.

All the times referred to in this Announcement are London times unless otherwise stated.

References to the singular include the plural and vice versa.

A reference to "includes" shall mean "includes without limitation" and references to "including" and any similar term shall be construed accordingly.

All references to statutes, enactments, statutory provisions, subordinate legislation, EU Directives or EU Regulations shall be construed as including references to those statutes, enactments, statutory provisions, subordinate legislation, EU Directives or EU Regulations as extended, modified, amended, replaced, consolidated or re-enacted from time to time and all statutory instruments, regulations, orders and any subordinate legislation from time to time made thereunder or deriving validity therefrom.