Publication of Offer Document

BY

HENA HOLDINGS LTD.

(A COMPANY WHOLLY-OWNED BY DR HEND EL SHERBINI AND DR MOAMENA ABDUL WAHAB KAMEL)

PUBLICATION OF OFFER DOCUMENT

On 23 June 2026, Hena Holdings Ltd. ("Bidco"), a company wholly-owned by Dr Hend El Sherbini (the Chief Executive Officer of IDH) and her mother, Dr Moamena Abdul Wahab Kamel, announced a mandatory final cash offer at a price of US$0.50 (50 cents) per IDH Share for IDH Shares not already held by Bidco (the "Offer").

Further to that announcement, Bidco and IDH announces that the offer document containing, inter alia, the views of the Independent Directors and the full terms and conditions of the Offer (the "Offer Document"), together with the related Form of Acceptance, has today been published and will be sent to IDH Shareholders. For information purposes only, the Offer Document will also be sent, or made available, to persons with information rights.

Capitalised terms used but not defined in this announcement have the same meanings as set out in the Offer Document.

Information for IDH Shareholders

Appendix 1 below contains certain extracts from Part 2 of the Offer Document, which sets out, inter alia, the Independent Board's view on the Offer and its recommendation to Shareholders.

The Offer will be open for acceptances until 1.00 p.m. (London time) on the Unconditional Date, which is 29 July 2026 (unless Bidco sets aside the Acceleration Statement in accordance with the Takeover Code, as set out in paragraph 10 of Part 1 of the Offer Document).

To accept the Offer in respect of IDH Shares in certificated form, you must complete and return the Form of Acceptance as soon as possible and, in any event, so as to be received by the Receiving Agent by no later than 1.00 p.m. (London time) on 29 July 2026. Acceptances in respect of IDH Shares in uncertificated form should be made electronically through CREST so that the TTE instruction settles no later than 1.00 p.m. (London time) on 29 July 2026. Full details of the procedure for acceptance of the Offer are set out in Parts C and D of Appendix I to the Offer Document and, in respect of certificated IDH Shares, as further described in the Form of Acceptance.

Subject to certain restrictions relating to persons resident in a Restricted Jurisdiction, the Offer Document and a copy of the Form of Acceptance will be made available on Bidco's website at www.henaholdingsmandatoryoffer.com and on IDH's website at https://idhcorp.com/offer-announcement/ until the end of the Offer Period. For the avoidance of doubt, the contents of the websites referred to in this announcement are not incorporated into and do not form part of this announcement.

Extract from Part 2 of the Offer Document - "Letter from the Chairman of IDH on behalf of the Independent Directors"

BACKGROUND TO AND VIEWS OF THE INDEPENDENT DIRECTORS ON THE OFFER

"Financial terms of the Offer

In evaluating the financial terms of the Offer, the Independent Directors have considered, inter alia, the historical trading range of the IDH Shares, the relative valuation of the IDH Shares represented by the Offer Price against standard well recognised valuation methodologies and share price premia for recent public takeover transactions.

Analysis of recent public takeover premia

Analysis of recent public takeovers demonstrates that, in the majority of those transactions analysed, the offer price premium (versus the offeree's share price immediately prior to the date that the relevant offer period commenced) was in excess of 30 per cent. The Independent Directors consider that this reflects the typical control premium required in order to secure/cede control of the company subject to an offer.

The Independent Directors note, by comparison, that the Offer Price of US$0.50 per IDH Share represents a discount of approximately 11.2 per cent. to the Closing Price of US$0.563 per IDH Share on 22 June 2026, being the last Business Day prior to the commencement of the Offer Period.

The Independent Directors therefore do not consider that the Offer Price reflects an appropriate control premium over the Closing Price. On the contrary, the Independent Directors note that the Offer Price not only fails to reflect any premium for control but is itself set at a material discount to the prevailing market price of the IDH Shares at the commencement of the Offer Period - a position which, in the view of the Independent Directors, is anomalous and a key factor in their view that the Offer undervalues IDH, its track record to date and its prospects.

Analysis of trading averages and range

The Offer Price of US$0.50 per IDH Share represents a discount of approximately:

• 10.9 per cent. to the volume weighted average price of US$0.5609 per IDH Share for the three months up to and including 22 June 2026 (being the last Business Day prior to the commencement of the Offer Period);
• 16.3 per cent. to the volume weighted average price of US$0.5975 per IDH Share for the six months up to and including 22 June 2026 (being the last Business Day prior to the commencement of the Offer Period);
• 36.7 per cent. to the highest closing price during the six months up to and including 22 June 2026, being US$0.79 per IDH Share on 12 January 2026; and
• 5.7 per cent. to the lowest closing price during the six months up to and including 22 June 2026, being US$0.53 per IDH Share on 4 June 2026.

Accordingly, in addition to representing a discount to the prevailing middle market closing price prior to the Rule 2.7 Announcement, the Offer Price represents a discount to the average trading prices over the last six months and a discount to the lowest closing price over that period, which further underscores the Independent Directors' view that the Offer undervalues IDH and its prospects.

Fundamental value based on other standard valuation methodologies

The Independent Directors, in conjunction with Strand Hanson, have undertaken a comprehensive evaluation of the financial terms of the Offer in the context of a range of well recognised valuation methodologies, including discounted cash flow analysis, peer group trading multiples, precedent third party transaction analysis and other fundamental valuation techniques. Having considered the results of such analyses, together with the IDH Group's strategic positioning, financial performance and future prospects, the Independent Directors have concluded that the Offer undervalues IDH and its long-term value creation potential.

Other pertinent factors that IDH Shareholders should consider in relation to the Offer

In addition to their consideration of the Offer Price, the Independent Directors believe that IDH Shareholders should consider the following when evaluating whether or not they wish to accept the Offer:

Recent financial and operational performance

The Independent Directors draw IDH Shareholders' attention to the strong financial performance delivered by IDH in its most recently reported accounting periods, which in the Independent Directors' view is not reflected in the Offer Price. For its FY 2025, IDH reported revenues of EGP 7.9 billion (FY 2024: EGP 5.7 billion), representing a year-on-year increase of 37 per cent., driven by an 11 per cent. rise in tests performed and a 24 per cent. increase in average revenue per test. Gross profit increased 54 per cent. year-on-year to EGP 3.4 billion (FY 2024: EGP 2.2 billion), with the gross margin expanding to 42.7 per cent., while EBITDA grew 61 per cent. year-on-year to EGP 2.7 billion (FY 2024: EGP 1.7 billion), delivering an EBITDA margin of 34.9 per cent., up from 29.7 per cent. in the prior year. Adjusted net profit increased 79 per cent. year-on-year, reflecting the operational leverage and cost discipline embedded in the business. Furthermore, IDH expanded its branch network to 767 locations during FY 2025 and declared a dividend of US$0.0085 per share.

This momentum has continued into the current financial year. In Q1 2026, IDH posted a 31 per cent. year-on-year rise in revenue to EGP 2.1 billion (Q1 2025: EGP 1.6 billion), driven by a 22 per cent. increase in test volumes and a higher pricing and service mix, particularly in Egypt. Net profit increased by 78 per cent. to EGP 437 million (Q1 2025: EGP 245 million), with adjusted net profit up 36 per cent. year-on-year excluding foreign exchange gains, underscoring robust underlying profitability and cost discipline. The patient base expanded by 17 per cent. to 2.2 million, and IDH is seeking revenue of approximately EGP 10 billion for its FY 2026, alongside plans to open 249 new branches, primarily hospitals and clinics, deepening its presence in Egypt and Saudi Arabia.

The Independent Directors consider that this trajectory of sustained volume growth, margin expansion and network development reflects a business of growing intrinsic value, the full potential of which IDH Shareholders who accept the Offer at the current Offer Price would forgo.

Geographical risk factors

The Independent Directors recognise that the geographies in which the IDH Group operates are not without significant risk. The IDH Group's operations are concentrated across Egypt, Jordan, Nigeria, Saudi Arabia and Sudan, regions which are currently subject to varying degrees of geopolitical uncertainty including the ongoing conflict in the wider Middle East region. Accordingly, the Independent Directors acknowledge that certain IDH Shareholders may wish to reduce their exposure to such geographies, notwithstanding the Independent Directors' view that the Offer Price undervalues IDH and its prospects.

Egyptian Risk

The Independent Directors particularly highlight the exposure to Egypt which accounts for approximately 85 per cent. of the IDH Group's revenues and whose economy has been under sustained macroeconomic pressure for over a decade.

A series of successive EGP devaluations, most significantly in 2016, 2022 and 2023, have materially eroded the US dollar equivalent value of the IDH Group's earnings in local Egyptian currency, notwithstanding the Company's consistently strong operational performance and its position as the leading private diagnostics provider in Egypt. In addition to the more recent geopolitical issues across the Middle East, the Independent Directors consider EGP weakness to be a primary factor suppressing IDH's share price performance relative to the quality and resilience of the IDH Group's underlying business since its London listing in 2015.

In considering whether to accept the Offer, IDH Shareholders should, in the view of the Independent Directors, particularly consider the following points:

• Whilst the IDH Group's volume growth, network expansion and market share gains have been consistently robust, the US dollar impact has been obscured by adverse currency exchange rate movements;
• Structural reform, including fiscal consolidation, reserve rebuilding and restoration of external balance, is expected to require several years to take effect and material uncertainty remains around its pace and execution; and
• IDH Shareholders who sell out at the Offer Price would, in the Independent Directors' view, forgo any participation in a potential re-rating of the IDH Group's earnings in the event of EGP stabilisation or recovery over the medium to longer term, however, they recognise that such recovery and reform will not be forthcoming in the near term and the timing and effectiveness of such reform measures cannot be guaranteed.

Whilst these are all relevant factors to consider, the Independent Directors do not believe that the Offer Price of US$0.50 per IDH Share adequately compensates IDH Shareholders for the underlying value and prospects of the business after fully adjusting for the country risks involved and foreign exchange distortion. The Independent Directors highlight these factors, as they may, depending on a particular individual's circumstances and investment horizons, be relevant to an IDH Shareholder's decision as to whether or not to accept the Offer, and reiterate that each IDH Shareholder should have regard to their own individual circumstances and, if in any doubt, should seek their own appropriate independent professional advice.

Controlling position of Bidco

IDH Shareholders should further note that Bidco has not entered into, and has not indicated any intention to enter into, a relationship agreement with the Company. Accordingly, there will be no contractual framework governing the conduct of Bidco as a controlling shareholder in relation to the Company following the Offer, and no contractual protections of the kind often afforded to minority shareholders under such an arrangement will apply. It is noted that a relationship agreement is no longer a requirement under the UK Listing Rules even for companies on the old premium listed segment (new equity shares (commercial companies) category) with a controlling shareholder and a relationship agreement was never a requirement for companies listed on the old standard listing segment (now equity shares (transition) segment), such as IDH.

IDH Shareholders should also be aware that, should the Offer become unconditional and Bidco (together with any persons acting in concert with it) acquire 75 per cent. or more of the voting rights attaching to the IDH Shares, Bidco has stated its intention to procure that the Company makes an application to cancel the admission of the IDH Shares to trading on the London Stock Exchange and their listing in the equity shares (transition) category of the Official List.

IDH Shareholders who have not accepted the Offer at such time would hold shares in an unlisted and illiquid vehicle, with significantly reduced transparency obligations and no guarantee of any future exit opportunity at a comparable price.

In addition, IDH Shareholders should be aware that, pursuant to the financing arrangements entered into by Bidco in connection with the Offer, RMBV, an Egypt and North Africa focused private equity fund, is expected to become a shareholder of IDH in the future. The reason for this is that the RMBV Loan is expected to be settled by Bidco transferring to RMBV (subject to Egyptian Competition Authority approval, as required) such number of IDH Shares as have been acquired by Bidco using the proceeds of the RMBV Loan (the "Underlying Shares"). Importantly, RMBV may call for the settlement of the RMBV Loan, provided that the approval, clearance or non-objection of the Egyptian Competition Authority in respect of the acquisition of IDH Shares by RMBV has been obtained, on the earlier of (i) the lapse of 36 months from the first drawdown; (ii) the occurrence of an event of default; (iii) the date on which Bidco holds more than 50 per cent. of the IDH Shares (excluding the Underlying Shares); or (iv) on the occurrence of a change of control of Bidco.

The first tranche of the RMBV Loan was used by Bidco to acquire 40,000,000 of the 126,000,000 IDH Shares acquired by Bidco pursuant to the Elliott Transaction. This represents approximately 6.88 per cent. of the total issued share capital of IDH. Further tranches of the RMBV Loan will be utilised to fund up to 28.57 per cent. of further acquisitions of IDH Shares made by Bidco. For illustration purposes, if Bidco were to acquire 100 per cent. of the remaining IDH Shares pursuant to the Offer, the RMBV Loan would have been used to acquire approximately 20.64 per cent. of the total issued share capital of IDH.

The RMBV Loan Agreement also contains limited covenants from Bidco and each of Dr Hend El Sherbini and Dr Moamena Abdul Wahab Kamel, as sponsors. These include, amongst others, a commitment that no IDH Shares will be acquired other than through Bidco for a period, certain information rights in favour of RMBV and, an undertaking to support the adoption by IDH of an ESG framework, and an undertaking from Bidco to exercise its rights as a shareholder of IDH to procure the appointment of a nominee to the IDH board (but with it having also been agreed that Christopher James Mckenzie Coles will be the first representative of Bidco on the IDH Board).

Limited liquidity

The Independent Directors note that, given the limited liquidity in the IDH Shares, the Offer may represent an opportunity for IDH Shareholders who wish to realise all or part of their investment to do so. The Offer, if it becomes or is declared unconditional, will provide a liquidity event for accepting IDH Shareholders to realise their investment at a price of US$0.50 in cash per IDH Share. It cannot be predicted whether or when any similar future liquidity event will be forthcoming, or whether any such future liquidity will carry more or less favourable terms.

The Independent Directors also note that, given the limited trading volumes in IDH Shares and the market for IDH Shares, the Offer might provide IDH Shareholders with an opportunity to realise their investment in the Company in size and with a degree of certainty of execution that may not otherwise be available to them in the near term through normal market trading. As at the latest practicable date prior to the publication of the Offer Document, being 6 July 2026, the daily average volume of IDH Shares for the previous twelve months was 181,937 shares, equivalent to 0.03 per cent. of the Company's issued share capital.

However, the decision as to whether or not to accept the Offer is of course a matter for each individual IDH Shareholder having regard to their own particular circumstances, including their own assessment of the Company's prospects, their own investment horizon and their current liquidity requirements and risk appetite.

VIEWS OF THE INDEPENDENT DIRECTORS ON BIDCO'S INTENTIONS FOR IDH

The Takeover Code requires the Independent Directors to give their views on the effect of the implementation of the Offer on all of IDH's interests, including, specifically, their views on Bidco's strategic plans for IDH and their likely repercussions on the employment and the locations of IDH's places of business.

The Independent Directors welcome Bidco's confirmation that the Offer is a mandatory consequence of the Elliott Transaction and is not motivated by a desire to seek changes to the Board of IDH. The Independent Directors further welcome Bidco's confirmation that it does not intend to make any changes to IDH's business (including its research and development function) or broader strategic plans, or to the locations and places of business of the IDH Group (including its headquarters and headquarters functions), as a result of the Offer, and that there is no intention to redeploy any of IDH's fixed assets.

The Independent Directors are further pleased to note Bidco's confirmation that, other than as noted below in relation to a potential future delisting, it does not intend to effect any material change with regard to: (i) the headcount of IDH's employees and managers; or (ii) the conditions of employment or balance of skills and functions of the management and employees of IDH. Similarly, the Independent Directors welcome Bidco's confirmation that the existing contractual and employment rights of IDH's management and employees will be respected in accordance with applicable law following completion of the Offer. IDH Shareholders should note that IDH does not operate a pension scheme.

The Independent Directors note Bidco's statement that, in circumstances where the Offer becomes unconditional but the level of acceptances from free-float shareholders is relatively modest (such that Bidco's holding is not approaching 75 per cent.), Bidco does not intend to exercise its rights as a 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, and that in such circumstances Bidco intends to maintain a Board with independent non-executive directors and a corporate governance regime appropriate for a company listed in the equity shares (transition category) of the Official List of the FCA.

However, the Independent Directors draw IDH Shareholders' attention to Bidco's further statement that, if the Offer becomes unconditional and Bidco's holding reaches 75 per cent. or more of the existing issued share capital of IDH, Bidco intends to exercise its rights as a shareholder to procure that IDH makes an application to cancel trading in IDH Shares on the London Stock Exchange and the listing of IDH Shares on the Official List. Bidco has stated that in such circumstances it does not consider that a separate delisting resolution would be required to be put to IDH Shareholders, and that it anticipates any such cancellation of admission to trading and listing taking effect no earlier than 20 Business Days after Bidco has acquired or agreed to acquire sufficient IDH Shares such that it would hold 75 per cent. of the voting rights attaching to the IDH Shares.

IDH Shareholders who do not accept the Offer should be aware that, in the event of a delisting, the cancellation of listing would significantly reduce the liquidity and marketability of any IDH Shares not assented to the Offer. The Independent Directors further note Bidco's statement that, in the event of a delisting, it does not intend to maintain the existing Board structure and would intend to reduce certain corporate and support functions relating to IDH's status as a listed company, which would require limited reductions in headcount and for some or all of the Non-Executive Directors of IDH to resign from office.

Finally, the Independent Directors also note that, if Bidco receives acceptances under the Offer in respect of, or otherwise acquires, 90 per cent. or more of the IDH Shares to which the Offer relates, Bidco has stated that it will exercise its rights pursuant to Article 117 of the Jersey Companies Law to acquire compulsorily the remaining IDH Shares in respect of which the Offer has not been accepted at the Offer Price.

NON-RECOMMENDATION OF THE INDEPENDENT DIRECTORS

The Independent Directors are of the view that the Offer Price of US$0.50 per IDH Share does not reflect the underlying inherent value of the Company, nor does it represent an adequate premium for ceding control of IDH to Bidco and generally undervalues both IDH today and the IDH Group's prospects.

Accordingly, the Independent Directors, who have been so advised by Strand Hanson as to the financial terms of the Offer, do not consider the terms of the Offer to be fair and reasonable and therefore unanimously recommend that IDH Shareholders do not accept the Offer. Consistent with such recommendation, Lord Anthony St John and Yvonne Sillhart, being Independent Directors who hold IDH Shares) do not intend to accept the Offer in respect of their own beneficial shareholdings (which represent, in aggregate, approximately 0.047 per cent. of IDH's existing share capital).

The Independent Directors are, however, aware that any decision by IDH Shareholders as to whether to accept the Offer will depend upon and be driven by their own individual circumstances. In particular, the Independent Directors note that the Offer, if it becomes or is declared unconditional, will provide IDH Shareholders with a liquidity event to realise a certain value in cash for their IDH Shares. If IDH Shareholders are in any doubt as to what action they should take, they should seek their own independent professional advice.

The Independent Directors strongly encourage all IDH Shareholders to read this document in its entirety and to take independent financial advice from an appropriately authorised independent financial adviser before deciding what action to take, if any, in respect of the Offer.

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.