Announcement of Offer Price of 280 pence per share

Neither this announcement, nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not purchase any shares referred to in this announcement except solely on the basis of the information contained in the prospectus (the "Prospectus"), including the risk factors set out therein, expected to be published by Raspberry Pi Holdings plc (the "Company" or "Raspberry Pi" and, together with its subsidiaries, "the Group") today in connection with the offer (the "Global Offer") of ordinary shares in the Company (the "Ordinary Shares") and the proposed admission of such Ordinary Shares to the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of London Stock Exchange plc (the "London Stock Exchange") (together, "Admission"). A copy of the Prospectus will, if published, be available for inspection on the Company's website at www.raspberrypi.com, subject to certain access restrictions.

Raspberry Pi Holdings plc

Announcement of Offer Price of

280 pence per share

Following the confirmation of intention to float announcement on 22 May 2024, Raspberry Pi today announces the successful pricing of its initial public offering (the "IPO") at 280 pence per Ordinary Share (the "Offer Price"). Based on the Offer Price, Raspberry Pi's market capitalisation will be approximately £541.6 million at the commencement of conditional dealings on the Main Market of the London Stock Exchange.

Eben Upton, CEO of Raspberry Pi, commented:

"The quality of the interactions during the marketing process has underlined our belief that London has the right calibre and sophistication of investor to support growing, ambitious technology businesses such as Raspberry Pi. The reaction that we have received is a reflection of the world-class team that we have assembled and the strength of the loyal community with whom we have grown.

"Welcoming new shareholders alongside our existing ones brings with it a great responsibility, and one that we accept willingly, as we continue on our mission to make high-performance, low-cost computing accessible to everyone."

Offer Highlights

• The Offer Price has been set at 280 pence per Ordinary Share, equating to a market capitalisation of approximately £541.6 million at the commencement of conditional dealings.
• The Global Offer comprises: 45,935,065 Ordinary Shares being sold by the Company's existing majority shareholder, Raspberry Pi Mid Co Limited, a wholly owned subsidiary of the Raspberry Pi Foundation (the "Principal Shareholder"); 2,125,115 Ordinary Shares sold by certain other shareholders in the Company; and 11,228,572 Ordinary Shares being issued by the Company to raise approximately £31.4 million (c. $40 million).
• This equates to a total offer size of £166.0 million (c. $211.2 million) and represents c. 30.7 per cent of the Company's Ordinary Shares on Admission.
• The Global Offer was made to intermediaries using the Peel Hunt REX portal for distribution to retail investors in the United Kingdom (the "REX Intermediaries Offer"). Of the 59,288,752 Ordinary Shares being sold in the Global Offer, 2,421,921 were issued to intermediaries via the REX Intermediaries Offer at the Offer Price, raising approximately £6.8 million.
• On Admission, the Company's issued share capital will be 193,415,715 Ordinary Shares. A further 4,593,506 Ordinary Shares in the Company are being made available by the Principal Shareholder pursuant to the Over-allotment Option (as defined in the Prospectus).
• Assuming that the Over-allotment Option is exercised in full, the final offer size will be £178.9 million (c. $227.6 million) , representing approximately 33.0 per cent of the Company's Ordinary Shares.
• In connection with the Global Offer, each of the Company, its directors and the Principal Shareholder have agreed to customary lock-up arrangements restricting the disposal of Ordinary Shares after Admission for a period of 180, 365 and 360 days respectively.

Admission and Dealings

• Commencement of conditional dealings in the Ordinary Shares are expected to take place on the London Stock Exchange at 8:00 a.m. (London time) on 11 June 2024 under the ticker "RPI" (ISIN: GB00BS3DYQ52). Investors should note that only those who applied for and were allocated Ordinary Shares in the Global Offer will be able to deal in the Shares on a conditional basis.
• Admission to the premium listing segment of the Official List of the FCA and to trading on the Main Market for listed securities of the London Stock Exchange, and the commencement of unconditional dealings is expected to take place at 8.00 a.m. (London time) on 14 June 2024.
• Full details of the Global Offer will be included in the Prospectus, which is expected to be published later today and will be available on the Company's website at https://investors.raspberrypi.com/ipo , subject to certain restrictions.

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 Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares have been subject to a product approval process, which has determined that the Ordinary 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 defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, "distributors" (for the purposes of the UK Product Governance Requirements) should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary 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 UK Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Global Offer. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, the Banks will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Ordinary Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Ordinary Shares and determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares have been subject to a product approval process, which has determined that the Ordinary Shares are: (i) compatible with an end target market of retail clients and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary 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 EU Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Global Offer. Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, the Banks will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Ordinary Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Ordinary Shares and determining appropriate distribution channels.