Proposed Secondary Placing in Raspberry Pi

The Raspberry Pi Foundation (the "Selling Shareholder") today announces that it intends to sell ordinary shares (the "Sale Shares") of Raspberry Pi Holdings plc (the "Company") which in aggregate represent approximately 5% of the Company's outstanding common shares ("Shares").

The Sale Shares will be offered by way of an accelerated bookbuild process (the "Placing"), which will be launched immediately following this announcement, and will be made available to eligible institutional investors. Jefferies International Limited ("Jefferies") and Peel Hunt LLP ("Peel Hunt" and together with Jefferies, the "Managers") are acting as Joint Global Coordinators and Joint Bookrunners, in connection with the Placing.

Arm Technology Investments 2 Limited, a strategic shareholder of the Company, has indicated their commitment to participate significantly in the Transaction.

The timing for the close of the bookbuild process is at the absolute discretion of the Managers. The final number and allocation of Sale Shares will be agreed by the Selling Shareholder and the Managers at the close of the bookbuild and the result will be announced as soon as practicable thereafter.

The Company is not party to the Placing and will not receive any proceeds from the Placing.

The Selling Shareholder currently holds Shares representing in aggregate approximately 46.64% of the Company's outstanding Shares. Following completion of the Placing, the remaining Shares held by the Selling Shareholder will be subject to a 365-day lock-up, subject to customary exceptions.

The Placing is being made to institutional investors outside the United States in accordance with Regulation S of the US Securities Act of 1933, as amended (the "US Securities Act") and to qualified institutional buyers ("QIBs") in the United States within the meaning of, and pursuant to, Rule 144A under the US Securities Act.

This announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this announcement. Persons choosing to participate in the Placing, by making an oral or written offer to acquire Sale Shares, will be deemed to have read and understood this announcement (including the "Important Notices" section of this announcement).