Proposed Placing and Open Offer

Ondo InsurTech plc (LSE: ONDO), a leading company in claims prevention technology for home insurers, today announces that it proposes to raise gross proceeds of approximately £3.0 million by means of a Placing to new and existing institutional investors. In addition to the Placing, the Company proposes to raise up to a further approximately £1.2 million (before expenses), subject to the Board's discretion to increase the size of the Open Offer, by way of an Open Offer (together with the Placing, the "Fundraising").

The net proceeds from the Placing will be used primarily to accelerate the Company's commercial progress through:

• establishing an administration and service support centre in the US;
• building and expanding operations across the US through direct staff and dedicated service partnerships to support LeakBot rollouts; and
• providing working capital to finance growth in rollouts in line with existing US and European agreements.

The Placing will be conducted in accordance with the terms and conditions set out in Appendix I to this announcement through an accelerated bookbuild process (the "Bookbuild") which will be launched immediately following release of this placing announcement (the "Announcement").

Highlights

• Proposed Placing of approximately £3.0 million with new and existing institutional investors, and proposed Open Offer of up to approximately £1.2 million, subject to the Board's discretion to increase the size of the Open Offer, to existing Qualifying Shareholders, in each case at the Issue Price.
• The Fundraising will provide the Group with sufficient working capital to deliver on the near-term contracts that have already been won and to build the pipeline for future growth beyond existing contracts.
• The Issue Price of 14.0 pence represents a discount of approximately 3.45 per cent. to the closing mid-market price of 14.5 pence per Share on 13 May 2024, being the last Business Day prior to the date of this Announcement.
• The Placing and Open Offer are conditional upon, among other things, the passing of the Resolutions, the Placing Agreement not being terminated in accordance with its terms and Admission becoming effective.
• The Placing is subject to the terms and conditions set out in Appendix I.
• Details of the Placing and Open Offer will be set out in a Prospectus to be sent to Shareholders shortly.
• Completion of the Placing and Open Offer is subject to, inter alia, the Resolutions being passed at a General Meeting of the Company, expected to be held at 10.30 a.m. on 3 June 2024.
• Dowgate Capital Limited ("Dowgate") is acting as financial adviser and Broker to the Company in connection with the Fundraising.

The Fundraising is conditional upon, among other things, the passing by Shareholders of the Resolutions at the General Meeting of the Company, expected to be held at 10.30 a.m. on 3 June 2024, Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms. The Placing is conditional upon the Prospectus having been approved by the FCA.

Placing

The Placing is subject to the Terms and Conditions set out in Appendix I to this Announcement.

Dowgate will commence the Placing and the Placing will open immediately following the release of this Announcement. The timing of the closing of the Bookbuild and allocations are at the absolute discretion of the Company and Dowgate. The number of Placing Shares to be placed in the Placing at the Issue Price will be determined following closing of the Bookbuild. Details of the result of the Placing and the number of Placing Shares to be issued will be announced as soon as practicable after the conditional close of the Placing.

Persons who choose to participate in the Placing, by making an oral, electronic or written offer to subscribe for Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including Appendix I) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in Appendix I.

Open Offer

In addition to the Placing, the Company is providing all Qualifying Shareholders with the opportunity to subscribe for an aggregate of up to 8,669,476 Open Offer Shares at the Issue Price to raise gross proceeds of up to approximately £1.2 million. Qualifying Shareholders subscribing for their full entitlement under the Open Offer may also request additional Open Offer Shares through an excess application facility. The Open Offer is not underwritten.

Subject to the fulfilment of the conditions set out below and in the Prospectus, Qualifying Shareholders may subscribe for Open Offer Shares on the basis of

1 new Open Offer Share for every 10 Existing Shares

in proportion to their holding of Existing Shares held on the Record Date. Shareholders subscribing for their full entitlement under the Open Offer may also request additional Open Offer Shares as an Excess Entitlement, up to the total number of Open Offer Shares available to Qualifying Shareholders under the Open Offer, further details of which are set out below.

Application for Admission

Applications will be made for the New Ordinary Shares to be admitted to listing on the Official List (by way of a Standard Listing under Chapter 14 of the Listing Rules) and to trading on London Stock Exchange's main market for listed securities. It is expected that admission of the New Ordinary Shares will become effective and dealings in the New Ordinary Shares will commence at 8.00 a.m. on or around 5 June 2024.

Additional information

The New Ordinary Shares, when issued, will be credited as fully paid and will rank pari passu in all respects with the Company's then Existing Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue.

Subject to approval of the Prospectus by the FCA, a prospectus and circular convening a General Meeting of the Company's Shareholders is expected to be posted on or around 15 May 2024 and will provide details of, and the background to the Fundraising, and will set out the reasons why the Board believes that the Fundraising is in the best interests of the Company and its Shareholders and to seek Shareholder approval of the Resolutions.

Please refer to Appendix I to this Announcement (which forms part of this Announcement) which sets out further details of the Placing.

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section below and the appendices to this Announcement (which form part of this Announcement) which includes the terms and conditions of the Fundraising.

Ondo announces that it proposes to raise gross proceeds of approximately £3.0 million by means of a Placing to new and existing institutional investors. In addition, the Company proposes to raise up to a further approximately £1.2 million (before expenses), subject to the Board's discretion to increase the size of the Open Offer, by way of an Open Offer.

The Fundraising is conditional upon, amongst other things, the passing of the Resolutions and Admission.

Background to and reasons for the Fundraising

Ondo is a leading provider of water leak detection technology to the home insurance and UK water utility sectors through its proprietary LeakBot water leak technology solution, developed over the last 10 years. LeakBot is a patented self-install solution that, once deployed and activated, monitors the home mains water system. The device connects via the home wireless network and a mobile app for the customer's smart phone.

If the LeakBot device detects a leak, it notifies the customer via the LeakBot mobile app, the mobile app provides guidance to the customer to identify the potential leak alongside giving access to a team of expert LeakBot engineers who will attend the property to 'find and fix' the problem, leaving the property leak free. Service engineers are either employed in-house by the Group, as in the UK and part of the Scandinavian, or provided by third party providers, as is being explored in the USA.

The LeakBot solution is supplied to three main markets: the home insurance market in the UK, Scandinavian and USA and separately to the UK water industry. In all cases the LeakBot device is typically provided to the household free of charge, with the insurer or water company paying for the device and services. The Group has increasingly moved to a recurring revenue model, particularly in the USA, where its partners pay a monthly subscription on behalf of their customers for the use of the LeakBot device as well as for repair services when needed. This has materially increased the long term, recurring nature of the Group's income and partners typically pay for twelve months in advance, helping to manage the working capital demands on the Group. All recently signed USA contracts are on a $5 per month recurring basis, currently representing 2.5 per cent. of registered users and 10 per cent. of Group recurring revenues, despite the early stage of the rollout.

The primary market for LeakBot is home insurance companies as part of a claims mitigation solution to reduce the impact of water leaks and deliver claims savings to the insurance industry. Nationwide (defined below) has estimated that the average cost to them of a water claim is more than $12,000. Between 20-30 per cent. of all household insurance claims are caused by water leaks - equivalent to some £16 billion per year in claims through the UK and USA. At a time of increasing claims inflation, being able to mitigate risk via the Internet of Things and other solutions is a key focus of the industry.

Based on a pilot study conducted for Portsmouth Water, LeakBot detected that approximately 30 per cent. of all houses in which it is installed have a water leak of some description. Independent research by Consumer Intelligence published in June 2022 found LeakBot can reduce the cost of water damage claims for insurers by 70 per cent., this is alongside reducing the cost of unnecessary water usage for the homeowner and environment benefit.

The LeakBot claims mitigation solution is attracting significant interest in existing UK and Nordic markets, alongside increasing interest from the USA with recent contract wins with Nationwide and Selective (defined below). The opportunity for significant expansion within the USA market, with both new and existing partners, remains a key focus for the Group. This is alongside the ongoing rollouts in Scandinavia and the UK.

In addition to damage prevention, water security is an increasingly dominant global environmental concern. The LeakBot solution is attracting interest from UK water utility companies as they seek to reduce water leaks, as mandated by UK government. The LeakBot solution is able to address these challenges with a cost effective, measurable solution that can be deployed easily at scale into UK homes as part of a programme to reduce overall water consumption. The LeakBot solution has been piloted with several UK water companies, including Portsmouth Water and Southern Water and is now being deployed to up to 6,000 homes with South West Water.

As part of the ongoing development of the water company opportunities, Ondo has been working with several water companies to expand the deployments of LeakBots to other parts of the UK alongside existing deployments. Ondo is affiliated with Waterwise, an independent UK organisation encouraging water efficiency for the benefit of people and the planet.

This interest from UK water companies is being developed alongside the core market of providing a water claims prevention solution to major household insurance companies in UK, Scandinavian and USA.

Ondo customers in the insurance sector include:

Nationwide (top 10 USA) Selective (USA)

Mutual of Enumclaw (USA) Pure Insurance (USA)

Admiral (UK) Hiscox (UK)

Direct Line (UK) Covea (UK)

LB Forsikring (Denmark) Topdanmark (Denmark)

Lansforsakringar (Sweden)

Alongside insurers, Ondo has signed agreements with the following UK water utility companies:

Portsmouth Water Southern Water South West Water

To support its growth, both in the UK and internationally, but in particular in the expanding USA market, Ondo is developing its technology, operational and marketing infrastructure. It has expanded its USA operations with US wide third-party distribution capabilities in California, a dedicated general manager for North America and a team of four engineers covering four states. Currently, technical, operational and additional customer support is provided from the UK and the LeakBot product is manufactured in the UK. Following the Placing, infrastructure in the USA will be expanded as the Group continues to rollout into new states across the USA, with customer success and operational leads employed centrally as well as engineers and customer success teams within in each new state. Over time, the support provided by the UK team will reduce. In addition, Ondo management are assessing manufacturing capabilities in North America.

At the same time, the Group is in initial discussions with certain third party providers of plumbing and home maintenance services across the USA, to provide additional plumbing resources to enable Ondo to increase the pace and scale of the rollout to more states. This approach, if successful, will reduce resource required for further directly-hired engineers within the USA. It would operate alongside the existing direct hired model as Ondo management want to be confident that Ondo is able to continue and maintain the high levels of customer service that all Ondo customers currently receive.

While the LeakBot product and platform are fully developed and operational, the Company is continuing to develop the platform in line with the requirements of new and existing partners. The Group in continuing with its research and development program, albeit at a lower level of capital spend than in previous years.

In the past 12 months Ondo has signed contracts that have significantly increased the addressable households that LeakBot could be deployed into. The Group now has approximately 2.5 million addressable households through signed contracts in live locations and a further 2.5 million addressable households that can be accessed through existing customers by adding plumbing services in additional locations. In addition, the Group has a pipeline in the USA that would expand its addressable households by a further 4.5 million homes. The Group is working with a number of insurance company partners to penetrate these addressable households through various combinations of opt in and auto ship campaigns depending on the requirements of the partner.

As a result, Ondo has a significant number of opportunities from existing contracts combined with a strong pipeline of opportunities in the USA, UK and Scandinavia. The successful execution of the existing opportunities alongside continuing to build the pipeline for the future remains a key priority for the management team. The Fundraising will provide the Group with sufficient working capital to deliver on its near-term, visible opportunities.

Current trading and prospects

The Company announced on 16 April 2024 that progress reported for the first six months of the year to 31 March 2024 continued into the second half in line with management expectations. As a result, the out turn for the year to 31 March 2024 is expected to be in line with current market forecasts. The Company continues to manage its cash resources with care and at 31 March 2024 the Company had cash at bank of £0.4 million.

The Company also reported that the Company has successfully launched with the four US insurance companies across different US states: Nationwide, Selective, Mutual of Enumclaw and Pure Underwriting. The Company further reported that it has seen positive initial results from these partner launches, with an excellent reception from both the insurers and their customers. Based on these results and feedback to date management are increasingly confident as to the prospects for multiple state rollouts with the existing partners, and also in the Company's ability to launch new insurers through the current year.

Ondo also reiterated that it had announced the extension of the contract with LB Forsikring and that it continues to launch new activity with existing partners in Denmark and Sweden. Ondo anticipates that it will be signing new partnerships in the UK and Scandinavia in the current financial year. In addition, LeakBot has been increasing deployments with water companies in the UK, including the largest deal so far announced on 26 February 2024 with South-West Water. South West Water's initial order was for 6,000 LeakBots. To date, 1,400 units have been deployed and the initial order is now expected to be completed before end May 2024.

Placing

Dowgate is acting as sole broker in connection with the Placing. The Company is proposing to raise gross proceeds of approximately £3.0 million through the proposed placing of the Placing Shares at the Issue Price to new and existing institutional investors. The Placing is subject to the terms and conditions set out in Appendix I to this Announcement. Dowgate will commence the Bookbuild in respect of the Placing immediately following the release of this Announcement. The timing of the closing of the Bookbuild and allocations are at the absolute discretion of Dowgate and the Company.

The Placing is subject to the conditions and termination rights set out in the placing agreement between the Company, the Directors and Dowgate (the "Placing Agreement"). Further details of the Placing Agreement can be found in the terms and conditions contained in Appendix I to this Announcement.

In accordance with the Placing Agreement, Dowgate has agreed to use reasonable endeavours to procure, as agent for the Company, Placees to subscribe for the Placing Shares at the Issue Price.

The Issue Price of 14.0 pence per share represents a discount of 3.45 per cent. to the closing price of 14.5 pence per Share on 13 May 2024 (being the last business day prior to this Announcement).

Open Offer

The Open Offer is conditional, amongst other things, on the following conditions being satisfied; (a) the passing of the Resolutions at the General Meeting without material amendment; (b) the Placing Agreement becoming unconditional in all respects (save for the condition relating to Admission) and not having been rescinded or terminated in accordance with its terms prior to Admission; and (c) Admission of the New Ordinary Shares becoming effective by 8.00 a.m. on or around 5 June 2024 (or such later date and/or time as the Company and Dowgate may agree).

If these and the other conditions to the Open Offer are not satisfied or waived (where capable of waiver), the Open Offer will lapse and will not proceed and any applications made by Qualifying Shareholders will be rejected. In these circumstances, application monies received by the Receiving Agent in respect of Open Offer Shares will be returned (at the applicant's sole risk), without payment of interest, as soon as reasonably practicable thereafter. Lapsing of the Open Offer cannot occur after dealings in the Open Offer Shares have begun.

The allotment and issue of the Open Offer Shares is conditional on Admission of the Placing Shares but the Placing is not conditional on Admission of the Open Offer Shares; if Admission of the Placing Shares does not occur, then the Open Offer will also not complete. However, if the Open Offer does not complete, then this will not prevent the Placing from completing.

Basic Entitlement

On and subject to the terms and conditions of the Open Offer, the Company invites Qualifying Shareholders to apply for their Basic Entitlement of Open Offer Shares at the Issue Price. Each Qualifying Shareholder's Basic Entitlement has been calculated on the following basis:

1 Open Offer Share for every 10 Existing Shares held at the Record Date

Basic Entitlements will be rounded down to the nearest whole number of Shares.

Excess Entitlement

Qualifying Shareholders are also invited to apply for additional Open Offer Shares (up to the total number of Open Offer Shares available to Qualifying Shareholders under the Open Offer) as an Excess Entitlement. Any Open Offer Shares not issued to a Qualifying Shareholder pursuant to their Basic Entitlement will be apportioned between those Qualifying Shareholders who have applied for an Excess Entitlement at the sole and absolute discretion of the Board, provided that no Qualifying Shareholder shall be required to subscribe for more Open Offer Shares than they have specified on the Application Form or through CREST.

Qualifying Shareholders should note that the Open Offer is not a "rights issue". Invitations to apply under the Open Offer are not transferable unless to satisfy bona fide market claims. Qualifying non-CREST Shareholders should be aware that the Application Form is not a negotiable document and cannot be traded. Qualifying Shareholders should also be aware that in the Open Offer, unlike in a rights issue, any Open Offer Shares not applied for will not be sold in the market nor will they be placed for the benefit of Qualifying Shareholders who do not apply for Open Offer Shares under the Open Offer.

Expected timetable of principal events

APPENDIX I

Information to Distributors

UK product governance

Publicly Available Information

Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information publicly announced through a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement ("Publicly Available Information") (save that in the case of Publicly Available Information, a Placee's right to rely on that information is limited to the rights that such Placee would have as a matter of law in the absence of this paragraph). Placees' commitments will also be subject to the further terms set forth in the form of confirmation to be provided to individual prospective Placees.

Each Placee, by accepting a participation in the Placing, acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Neither the Company nor Dowgate is making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. No Placee should consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares and/or Open Offer Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

The Company has today entered into the Placing Agreement with Dowgate and the Directors of the Company, under which, on the terms and subject to the conditions set out in the Placing Agreement, Dowgate, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares at the Issue Price. Dowgate will today commence the Bookbuild for the purpose of determining the demand for participation in the Placing by Placees. The exact number of Placing Shares to be allocated and issued to each Placee shall be determined by Dowgate (in consultation with and with the consent of the Company) following completion of the Bookbuild. This Appendix I gives details of the terms and conditions of, and the mechanics for participation in, the Placing. The Placing is not being underwritten (in whole or in part) by Dowgate or any other person.

The Placing Shares and the Open Offer Shares will, when issued, be subject to the articles of association of the Company and credited as fully paid and will rank pari passu in all respects with the Existing Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares and Open Offer Shares. The Placing Shares and Open Offer Shares will be issued free of any encumbrance, lien or other security interest.

The Placing is also conditional upon, amongst other things, the Placing Agreement becoming unconditional and the Placing Agreement not being terminated in accordance with its terms. Further details of conditions in relation to the Placing are set out below in the paragraph entitled "Conditions of the Placing".

To the fullest extent permitted by law, each Placee acknowledges and agrees that it will not be entitled to exercise any remedy of rescission at any time. This does not affect any other rights the Placee may have. Fractions of Placing Shares and/or Open Offer Shares will not be issued.

Application for admission to trading

Application will be made to the FCA for admission of the Placing Shares to the Official List of the Financial Conduct Authority (by way of a Standard Listing under Chapter 14 of the Listing Rules) and to the London Stock Exchange for admission of the Placing Shares to trading on the London Stock Exchange's Main Market.

Application will also be made to Euroclear for the entitlements to the Open Offer Shares to be admitted as separate participating securities within CREST.

It is expected that Admission will take place no later than 8.00 a.m. on 5 June 2024 and that dealings in the Placing Shares and the Open Offer Shares on the Main Market will commence at the same time.

Payment for shares

Each Placee has a separate, irrevocable and binding obligation to pay the Issue Price in cleared funds for the number of Placing Shares duly allocated to the Placee under the Placing in the manner and by the time directed by Dowgate. If any Placee fails to pay as so directed and/or by the time directed, the relevant Placee's application for Placing Shares shall at Dowgate's discretion either be rejected or accepted in which case the paragraph below entitled "Registration and Settlement" shall apply to such application.

Principal terms of the Bookbuild and Placing

2 Dowgate is receiving corporate finance fees and certain commissions on the Placing.

4 The price per Placing Share (the "Issue Price") is fixed at 14.0 pence and is payable to Dowgate by all Placees.

5 The book for the Placing will open with immediate effect. The accelerated bookbuilding process (the "Bookbuilding Process" or the "Bookbuild") is expected to close not later than 2.00 p.m. (London time) on 14 May 2024, but may be closed at such earlier or later time as Dowgate, in its absolute discretion, determines and Dowgate may, in agreement with the Company, also accept bids that are received after the Bookbuild has closed. Further announcements will be made following the closure of the Bookbuilding Process detailing the results of the Bookbuilding Process.

6 Each Placee's allocation is determined by Dowgate in consultation with and with the consent of the Company and has been or will be confirmed orally by Dowgate and a form of confirmation will be dispatched as soon as possible thereafter. That oral confirmation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of Dowgate and the Company, under which it agrees to acquire the number of Placing Shares allocated to the Placee at the Issue Price and otherwise on the terms and subject to the conditions set out in this Appendix I and in accordance with the Company's articles of association. Except with Dowgate's written consent, such commitment will not be capable of variation or revocation after the time at which it is submitted.

8 Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Dowgate (as agent for the Company), to pay to Dowgate (or as it may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.

Registration and Settlement

Each Placee allocated Placing Shares in the Placing will be sent a form of confirmation in accordance with the standing arrangements in place with Dowgate stating the number of Placing Shares allocated to it, the Issue Price, the aggregate amount owed by such Placee to Dowgate and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with Dowgate.

Settlement of transactions in the Placing Shares (ISIN: GB00BNVVGD77) following Admission will take place within the CREST system, subject to certain exceptions. Admission is expected to occur on 5 June 2024 unless otherwise notified by Dowgate and settlement through CREST of the Placing Shares is expected to take place on 5 June 2024 unless otherwise notified by Dowgate. Admission and settlement may occur at an earlier date. In the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and Dowgate may agree that the Placing Shares should be issued in certificated form. Dowgate therefore reserves the right to require settlement for, and delivery of, the Placing Shares to Placees by such other means as it deems necessary, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction. As Dowgate intends that the proceeds from the issue of Placing Shares will be paid within one Business Day of the delivery of the Placing Shares, it is agreed that Dowgate will use the CASS Delivery Versus Payment exemptions (as set out in CASS 6.1.12R and CASS 7.11.14R within the FCA Handbook Client Assets Sourcebook) with regard to settlement of the Placing Shares and/or monies relating to the Placing.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 2 percentage points above the Secured Overnight Financing Rate ("SOFR") as determined by Dowgate.

Each Placee agrees that, if it does not comply with these obligations: (a) the Company may elect at its discretion to be released from all obligations with respect to the issue of all or any such Placing Shares to such Placee; and/or (b) Dowgate may sell (and is irrevocably authorised by such Placee to do so) all or any Placing Shares on such Placee's behalf and then retain from the proceeds, for the account and benefit of Dowgate (i) any amount up to the total amount due to it as, or in respect of, subscription monies, or as interest on such monies, for any Placing Shares, (ii) any amount required to cover any stamp duty or stamp duty reserve tax (together with any interest or penalties) arising on the sale of such Placing Shares on such Placee's behalf, and (iii) any amount required to cover dealing costs and/or commissions necessarily or reasonably incurred by it in respect of such sale; and (c) such Placee shall remain liable to Dowgate for the full amount of any losses or shortfall and of any costs which it may suffer or incur as a result of it (i) not receiving payment in full for such Placing Shares by the required time, and/or (ii) the sale of any such Placing Shares to any other person at whatever price and on whatever terms actually obtained for such sale by or for it. By communicating a bid for Placing Shares, each Placee confers on Dowgate all such authorities and powers necessary to carry out any such sale under this paragraph and agrees to ratify and confirm all actions which Dowgate lawfully takes in pursuance of such sale.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the conditional form of confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the Placing Shares, neither Dowgate nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Conditions of the Placing

The Placing is conditional upon the Prospectus having been approved by the FCA, the Resolutions having been passed and the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

1 the Company having complied with all its obligations and having satisfied all conditions to be performed or satisfied by it under the Placing Agreement which fall to be performed or satisfied on or prior to Admission;

2 the Prospectus having been approved by the FCA by midday on 15 May 2024 (or such later date as may be agreed in writing between the Company and Dowgate);

3 the Resolutions having been passed;

4 there not having arisen or occurred any matter, fact or circumstance or event which in the opinion of Dowgate would result in a supplementary prospectus being required to be released, other than with the consent of Dowgate;

5 Admission taking place not later than 8.00 a.m. on 5 June 2024 (or such later date as may be agreed in writing between the Company and Dowgate),

(all conditions to the obligations of Dowgate included in the Placing Agreement being together, and some of which are summarised above, the (the "conditions")

If any of the conditions set out in the Placing Agreement are not fulfilled within the required timescales, or waived by Dowgate in its absolute discretion, then the respective obligations of each party will cease

and the Placing Agreement is then terminated in accordance with its terms, the Placing will lapse and the Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof against Dowgate and/or the Company or any of their respective affiliates. By participating in the Placing, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under "Termination of the Placing" below and will not be capable of rescission or termination by it.

Certain conditions may be waived in whole or in part by Dowgate, in its absolute discretion by notice in writing to the Company and Dowgate may also agree in writing with the Company to extend the time for satisfaction of any condition. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

Termination of the Placing

Dowgate may terminate the Placing Agreement, in accordance with its terms, at any time prior to an Admission if, inter alia:

• the Company fails, in any respect which Dowgate acting reasonably considers to be material, to comply with its obligations under the Placing Agreement or commits a breach of, inter alia, the rules and regulations of the FCA, FSMA, UK MAR or any other applicable law;
• any of the warranties in the Placing Agreement have ceased to be true or accurate in any respect by reference to the circumstances subsisting at that time, or a matter has arisen that might reasonably be expected to give rise to a claim under the indemnities in the Placing Agreement, which Dowgate considers to be material in the context of the Placing;
• any statement contained in the Placing Documents (as defined in the Placing Agreement) is or has become untrue, inaccurate or misleading or a matter has arisen which would, if the Placing was made at that time, constitute an omission from the Placing Documents (as defined in the Placing Agreement) or any of them and which in any respect Dowgate acting reasonably considers to be material in the context of the Placing;
• in the opinion of Dowgate, there shall have been any material adverse change (whether or not foreseeable at the date of the Placing Agreement) in the condition, earnings, business, management, property, assets, rights, results of operations of the Company or the Group, which is material in the context of the Company or the Group taken as a whole, whether or not arising in the ordinary course of business;
• there shall develop, occur or come into effect:
• a banking moratorium declared by the UK authorities;
• any outbreak or escalation of hostilities or acts of terrorism or declaration of a national emergency or war by, the United Kingdom;
• any other crisis of national or international effect which in the opinion of Dowgate acting reasonably is materially adverse.

Representations, warranties and further terms

• it has read and understood this Announcement in its entirety (including this Appendix) and acknowledges that its participation in the Placing will be governed by the terms and conditions of the Placing as referred to and included in this Announcement;
• it is a UK Qualified Investor; and
• it has not distributed, forwarded, transferred or otherwise transmitted, and will not distribute, forward, transfer or otherwise transmit any materials relating to the Placing Shares (including this Announcement or the Prospectus or any part of it, or any other presentational or other materials) and it will be acquiring the Placing Shares for its own account as principal or for a discretionary account or accounts (with respect to which it has the authority to make the statements set out in this Announcement or the Prospectus) for investment purposes only and it does not have any contract, understanding or arrangement with any person to sell, pledge, transfer or grant a participation therein to such person or any third person with respect to any Placing Shares; save that if it is a private client stockbroker or fund manager, it confirms that in purchasing Placing Shares it is acting under the terms of one or more discretionary mandates granted to it by private clients and it is not acting on an execution only basis or under specific instructions to purchase Placing Shares for the account of any third party;
• the Ordinary Shares are admitted to the Official List of the FCA (by way of a Standard Listing under Chapter 14 of the Listing Rules) and to trading on the London Stock Exchange's Main Market, and that the Company is therefore required to publish certain business and financial information in accordance with the Listing Rules and UK MAR, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;
• in accepting its participation in the Placing, it is relying solely on this Announcement and the Publicly Available Information (save that in the case of Exchange Information and Publicly Available Information, a Placee's right to rely on that information is limited to the right that such Placee would have as a matter of law in the absence of this paragraph) and not on any other information given, or representation, warranty or statement made at any time, by any person concerning the Company, the Placing Shares or the Placing. It agrees that neither the Company nor Dowgate, nor any of their respective Affiliates nor persons acting on their behalf will have any liability for any other information, warranty or representation. It irrevocably and unconditionally waives any rights it may have in respect of any other information, warranty or representation;
• it has made its own assessment of the Company, the Placing Shares and the terms and conditions of the Placing and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and has satisfied itself that the information is still current;
• neither Dowgate nor any of its Affiliates nor any person acting on their behalf has provided, and will not provide it with, any material or information regarding the Placing Shares or the Company; nor has it requested that Dowgate or any of its Affiliates nor any person acting on their behalf provide it with any such material or information; nor is it relying on any investigation that Dowgate, any of its Affiliates or any person acting on their behalf may have conducted with respect to the Placing Shares or the Company;
• the content of this Announcement is exclusively the responsibility of the Company and neither Dowgate nor any of its Affiliates nor any person acting on their behalf will be responsible for or shall have any liability for any information, representation or statement relating to the Company contained in this Announcement or any information previously published by or on behalf of the Company and neither Dowgate nor any of its Affiliates nor any person acting on their behalf will be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise;
• it has such knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for Placing Shares. It further represents and warrants that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It also represents and warrants that it has had sufficient time to consider and has conducted its own investigation with respect to its subscription for Placing Shares, including the associated tax, legal and other economic considerations, and has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;
• it has not relied on any confidential price sensitive information concerning the Company in making its investment decision to participate in the Placing and is not purchasing Placing Shares on the basis of material non-public information or inside information (as defined under UK MAR);
• if it has received any confidential price sensitive information (including inside information as defined under UK MAR) about the Company in advance of the Placing, it warrants that it has received such information within the market soundings regime provided for in Article 11 of UK MAR and has not: (a) dealt in the securities of the Company; (b) encouraged or required another person to deal in the securities of the Company; or (c) disclosed such information to any person, prior to the information being made publicly available;
• it is aware of its obligations regarding insider dealing, including, without limitation, as contained within the Criminal Justice Act 1993 and UK MAR, and confirms that it has and will continue to comply with those obligations;
• it has the funds available to pay for the Placing Shares for which it has agreed to subscribe and acknowledges, agrees and undertakes that it will pay the total subscription amount in accordance with the terms of this Announcement at the due time and on the due date set out herein, failing which the relevant Placing Shares may be placed with other Placees or sold at such price as Dowgate and the Company determine;
• it has not relied on any information relating to the Company contained in any research reports prepared by Dowgate and its Affiliates or any person acting on their behalf and understands that (a) neither Dowgate nor any of its Affiliates nor any person acting on their behalf has or shall have any liability for publicly available information relating to the Company or any representation made in relation to the Company; (b) neither Dowgate nor any of its Affiliates, nor any person acting on their behalf, has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of this Announcement or otherwise; and (c) neither Dowgate nor any of its Affiliates, nor any person acting on their behalf, makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of this Announcement or otherwise;
• it and/or each person on whose behalf it is participating (a) is entitled to acquire Placing Shares under the laws and regulations of all relevant jurisdictions which apply to it; (b) has fully observed such laws and regulations and obtained all such governmental and other guarantees and other consents and authorities (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement including this Appendix) which may be required thereunder and has complied with all necessary formalities; (c) has all necessary capacity and authority and is entitled to commit to its participation in the Placing and to perform its obligations in relation thereto and will honour such obligations, and to make the representations and agreements contained in this Appendix; (d) has paid any issue, transfer or other taxes due in connection with its participation in the Placing in any territory; (e) has not taken any action which will or may result in the Company or Dowgate or any of their Affiliates or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing; and (f) if it is a pension fund or investment company, is aware of and acknowledges that it is required to comply with all applicable laws and regulations with respect to its subscription for Placing Shares;
• it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which it is permitted to do so pursuant to section 21 of FSMA and it acknowledges and agrees that this Announcement has not been approved by Dowgate in its capacity as an authorised person under section 21 of FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as a financial promotion by an authorised person;
• it is aware of, has complied with and will comply with all applicable laws with respect to anything done by it, or on its behalf, in relation to the Placing Shares (including, without limitation, all relevant provisions of FSMA and the Financial Services Act 2012) in respect of anything done in, from or otherwise involving the United Kingdom;
• it is aware of and has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006, the Anti-Terrorism Crime and Security Act 2001, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, any Money Laundering Sourcebook of the FCA and related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA (together, the "Money Laundering Regulations") and, if it is making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Money Laundering Regulations;
• in order to ensure compliance with the Money Laundering Regulations, Dowgate or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to Dowgate or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at Dowgate's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form, may be retained at Dowgate's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity, Dowgate (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, Dowgate and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on subscription will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;
• its participation in the Placing will not give rise to an offer being required to be made by it, or any person with whom it is acting in concert, pursuant to Rule 9 of the City Code on Takeovers and Mergers;
• neither Dowgate, nor any of its Affiliates nor any person acting on their behalf is making any recommendations to it or advising it regarding the suitability or merits of any transaction it may enter into in connection with the Placing and participation in the Placing is on the basis that it is not and will not be a client of Dowgate and Dowgate has any duties or responsibilities to it for providing the protections afforded to its clients or customers, and further that neither Dowgate, nor any of its Affiliates nor any person acting on their behalf has any duties or responsibilities to it for providing advice in relation to the Placing or in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of Dowgate's rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;
• it irrevocably appoints Dowgate and any of its duly authorised officers as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;
• any person who confirms to Dowgate on behalf of a Placee an agreement to subscribe for Placing Shares and/or who authorises Dowgate to notify the Placee's name to the Company's registrars, has authority to do so on behalf of the Placee;
• the person whom it specifies for registration as holder of the Placing Shares will be (i) itself; or (ii) its nominee, as the case may be. Neither Dowgate, the Company nor any of their respective Affiliates will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar duties or taxes (together with any interest, fines or penalties) resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to indemnify the Company, Dowgate and their respective Affiliates in respect of the same on an after-tax basis on the basis that the Placing Shares will be allotted to the CREST stock account of Dowgate who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
• (i) the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services); (ii) it is not participating in the Placing as nominee or agent for any person to whom the allocation, allotment, issue or delivery of the Placing Shares would give rise to such a liability; and (iii) the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;
• it agrees to participate in the Placing on the basis that the Placing Shares will be allotted to the CREST stock account of Dowgate who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
• any money held in an account with Dowgate on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under FSMA. The Placee acknowledges that such money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from Dowgate's money in accordance with the client money rules and will be used by Dowgate in the course of its business; and the Placee will rank only as a general creditor of Dowgate;
• Dowgate will invoke the CASS Delivery Versus Payment exemptions (as set out in CASS 6.1.12R and CASS 7.11.14R within the FCA Handbook Client Assets Sourcebook) with regard to settlement of the Placing Shares and/or monies relating to the Placing;
• neither it nor, as the case may be, its clients expects Dowgate to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the COBS, and Dowgate is not acting for it or its clients, and Dowgate will not be responsible for providing the protections afforded to customers of Dowgate or for providing advice in respect of the transactions described in this Announcement;
• time is of the essence as regard its obligations in respect of its participation in the Placing under these terms and conditions;
• the basis of any Placee's allocation in the Placing will be determined together by Dowgate and the Company in their absolute discretion. The right is reserved to reject in whole or in part and/or to scale back any participation in the Placing;
• its commitment to subscribe for Placing Shares on the terms set out in this Announcement including this Appendix will continue notwithstanding any amendment that may in future be made to the terms of the Placing and Placees will have no right to be consulted or require that their consent be obtained with respect to the conduct of the Placing;
• Dowgate and its Affiliates acting as an investor for its or their own account(s) may subscribe for and/or purchase Placing Shares and, in that capacity may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, Dowgate and/or any of its respective Affiliates acting as an investor for its or their own account(s). Each Placee further acknowledges that Dowgate and its Affiliates may enter into financing arrangements and swaps with investors in connection with which Dowgate and any of its Affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. Neither Dowgate nor the Company intends to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;
• it will (or will procure that its nominee will) if applicable, make notification to the Company of any interest in the Ordinary Shares in accordance with the Disclosure Guidance and Transparency Rules published by the FCA;
• any documents or communications sent to a Placee will be sent at the Placee's risk and may be sent to any address notified by it to Dowgate;
• the exercise by Dowgate of any right or discretion under the Placing Agreement shall be within the absolute discretion of Dowgate and need not have any reference to it and shall have no liability to it whatsoever in connection with any decision to exercise or not to exercise any such right and each Placee agrees that it has no rights against Dowgate or the Company, or any of their respective Affiliates, under the Placing Agreement pursuant to the Contracts (Rights of Third Parties Act) 1999;
• the Company, Dowgate and others will rely upon the truth and accuracy of the confirmations, acknowledgements, representations, warranties, indemnities, agreements and undertakings in this Announcement ("Placing Confirmations") and, if any of the foregoing Placing Confirmations is or becomes no longer true or accurate, the Placee shall promptly notify Dowgate;
• if it is subscribing for the Placing Shares as a fiduciary or agent for one or more investor accounts, it is duly authorised and has full power and authority to make, and does make, the Placing Confirmations on behalf of each such account and it acknowledges that it is and will remain liable to Dowgate and the Company for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for or on behalf of another person);
• it agrees to indemnify on an after-tax basis and hold harmless each of the Company, Dowgate, their respective Affiliates and any person acting on their behalf from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach by it of the Placing Confirmations; and
• its participation in the Placing, these terms and conditions and any contractual or non-contractual obligations arising out of, or in relation thereto, shall be governed by and construed in accordance with the laws of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to hear and decide any proceedings which may arise out of or in connection with these terms and conditions, except that enforcement proceedings in respect of the Placee's obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by Dowgate or the Company in any jurisdiction.

Data Protection

The processing of a Placee's personal data by the Company will be carried out in compliance with the applicable data protection legislation and with its Privacy Notice, a copy of which can be found on the Company's website at www.ondoplc.com/privacy-cookie-policy

APPENDIX II

DEFINITIONS