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Launch of Retail Offer

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Ondo InsurTech plc has launched a retail offer to existing UK retail shareholders, making up to 9,671,000 new ordinary shares available at 3 pence per share. This retail offer is part of a larger fundraising effort aiming to raise £2.9 million in gross proceeds, with 10% of placing shares subject to clawback to accommodate retail participation. The proceeds will be used similarly to those from the placing, and the retail offer's completion is conditional on the placing, shareholder resolutions, and admission to the London Stock Exchange, expected on July 10, 2026.

Full announcement

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THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF ONDO INSURTECH PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS.

Ondo InsurTech plc

("Ondo", the "Group" or the "Company")

Launch of Retail Offer

Ondo InsurTech plc (LSE: ONDO), a leading provider of claims prevention technology for home insurers, is pleased to announce a retail offer to existing retail shareholders of the Company via the BookBuild Platform (the "Retail Offer") of new ordinary shares of £0.01 each in the capital of the Company (after completion of the Capital Reorganisation) ("Ordinary Shares"). Pursuant to the Retail Offer, up to 9,671,000 new Ordinary Shares (the "Retail Offer Shares") will be made available at 3 pence per Retail Offer Share (the "Fundraising Price").

The Retail Offer is being undertaken alongside a Placing to raise, in aggregate, gross proceeds of £2.9m as announced by the Company on 22 June 2026. As announced earlier today, the Company has conditionally raised gross proceeds of £2.9m under the Placing, however, to accommodate participation under the Retail Offer, 10 per cent. of the Placing Shares, being 9,671,000 Placing Shares, will be subject to clawback from certain participants in the Placing to the extent that valid applications are received for Retail Offer Shares under the Retail Offer and accepted by the Company. The proceeds of the Retail Offer will be utilised in the same way as the proceeds of the Placing. For the avoidance of doubt, the Retail Offer is not part of the Placing, and completion of the Placing is not conditional on the completion of the Retail Offer.

The Retail Offer is wholly conditional upon, amongst other things, (a) completion of the Placing, (b) the passing of the Resolutions being proposed at the General Meeting by the Company's Shareholders and (c) the New Ordinary Shares being admitted to trading on London Stock Exchange plc's (the "London Stock Exchange") main market for listed securities ("Admission"). Admission is expected to take place and at 8.00 a.m. on 10 July 2026.

Capitalised terms not defined in this announcement (this "Announcement") have the meanings given to them in the announcement issued by the Company at 04.05 p.m. on 22 June 2026 regarding the Fundraise.

Expected Timetable in relation to the Retail Offer

Retail Offer opens23 June 2026
Latest time and date for commitments under the Retail Offer2.00 p.m. on 26 June 2026
Results of the Retail Offer announced26 June 2026
General Meeting9 July 2026
Admission and commencement of dealings in Retail Offer Shares8.00 a.m. on 10 July 2026
Dealing Codes
TickerONDO
ISIN for the Ordinary SharesGB00BNVVGD77
SEDOL for the Ordinary SharesBNVVGD7

Details of the Retail Offer

The Company values its retail shareholder base and believes that it is appropriate to provide its eligible existing retail shareholders resident in the United Kingdom the opportunity to participate in the Retail Offer at the Fundraising Price.

The Company is making the Retail Offer available in the United Kingdom through certain financial intermediaries, brokers and wealth managers (each, an "Intermediary"), which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/67J6P1/authorised-intermediaries.

Singer Capital Markets Securities Limited will be acting as retail offer coordinator in relation to the Retail Offer (the "Retail Offer Coordinator").

Existing retail shareholders of the Company can contact an Intermediary to participate in the Retail Offer. In order to participate in the Retail Offer, each Intermediary must be on‐boarded onto the BookBuild Platform and agree to the final terms and the retail offer terms and conditions which regulate, amongst other things, the conduct of the Retail Offer on market standard terms and provide for the payment of commission to any Intermediary that elects to receive a commission and/or fee (to the extent permitted by the FCA Handbook Rules) from the Retail Offer Coordinator (on behalf of the Company).

The Retail Offer will open to eligible investors in the United Kingdom following release of this Announcement and is expected to close at 2.00 p.m. on 26 June 2026. Investors should note that Intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.

If any Intermediary has any questions about how to participate in the Retail Offer on behalf of existing retail shareholders, please contact BookBuild at support@bookbuild.live.

The Retail Offer is and will, at all times, only be made to, directed at and may only be acted upon by those persons who are, shareholders in the Company. To be eligible to participate in the Retail Offer, applicants must meet the following criteria before they can submit an order for Retail Offer Shares: (i) be a customer of one of the participating Intermediaries listed on the above website; (ii) be resident in the United Kingdom; and (iii) be a shareholder in the Company (which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations and includes persons who hold their shares in the Company directly or indirectly through a participating Intermediary). For the avoidance of doubt, persons who only hold warrants, CFDs, spread bets and/or similar derivative instruments in relation to shares in the Company are not eligible to participate in the Retail Offer.

It is important to note that once an application for Retail Offer Shares has been made and accepted via an Intermediary, it cannot be withdrawn.

The Retail Offer Shares, when issued and fully paid, will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after their date of issue.

The Retail Offer is not being made into any jurisdiction other than the United Kingdom.

No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the FCA (or any other authority) in relation to the Retail Offer, and investors' commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service in accordance with the FCA's Disclosure Guidance and Transparency Rules and the Market Abuse Regulation (EU Regulation No. 596/2014) as it forms part of the UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended).

There is a minimum subscription of £250 per eligible investor under the terms of the Retail Offer. There is no maximum application amount per eligible investor under the terms of the Retail Offer. The terms and conditions on which eligible investors subscribe will be provided by the relevant Intermediaries including relevant commission or fee charges.

It should be noted that a subscription for Retail Offer Shares and investment in the Company carries a number of risks, including the risk that investors may lose their entire investment. Investors should take independent advice from a person experienced in advising on investment in securities such as the Retail Offer Shares if they are in any doubt.

Information to Distributors

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacture" (for the purposes of the UK MiFIR Product Governance Requirements) may otherwise have with respect thereto, the Retail Offer Shares have been subject to a product approval process, which has determined that the Retail Offer Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Retail Offer Shares may decline and investors could lose all or part of their investment; the Retail Offer Shares offer no guaranteed income and no capital protection; and an investment in the Retail Offer Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Retail Offer.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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