Kondor AGM Results - Offer declared unconditional

BY

KONDOR AI PLC

to be implemented by way of a takeover offer

RESULTS OF KONDOR ANNUAL GENERAL MEETING

TAKEOVER OFFER DECLARED UNCONDITIONAL

On 21 March 2025, Kondor published and posted a circular to its Shareholders setting out, amongst other things, the terms of, and the reasons for the Kondor Board recommending, the Acquisition, seeking approval of the waiver of Rule 9 of the City Code on Takeovers and Mergers (the "Takeover Code") in relation to the Acquisition and seeking approval to issue and allot up to 206,680,050 Consideration Shares (the "Consideration Shares") to Ora shareholders in exchange for the shares of Ora (specifically, 0.9848 Consideration Shares in exchange for every 1 Ora Share) pursuant to the terms of the Acquisition (the "Kondor Circular"). On the same date, Kondor published an offer document to Ora shareholders in relation to the Takeover Offer (the "Offer Document"). The Offer Document contained full terms of the Offer and procedure for its acceptance.

Kondor Annual General Meeting

The Kondor Annual General Meeting was held at 1.00 pm on 16 April 2025 at the offices of Druces LLP at Salisbury House, London Wall, EC2M 5PS.

The board of directors of Kondor (the "Kondor Board") is pleased to announce that, at the Kondor Annual General Meeting, all resolutions were duly passed by the requisite majorities.

Voting results of the Kondor Annual General Meeting

The table below sets out the results of at the Kondor Annual General Meeting. All Resolutions were passed on a poll, with Resolution 6 passed by Independent Shareholders (as defined in the Kondor Circular).

Following the Kondor Annual General Meeting, the Kondor Board have approval of the Kondor shareholders for the requisite authorities and powers inter alia in respect of the Acquisition, waiver of Rule 9 of the Takeover Code in relation to the Acquisition and to issue and allot the Consideration Shares and the Ora Exchange Warrants to Ora shareholders under the terms of the Acquisition.

Kondor is pleased to declare that the Offer is now unconditional. Further details are set out below.

This Announcement should be read in conjunction with the full text of the Offer Document. Unless otherwise stated, all times referred to in this Announcement are to London times.

Acceptances level update

In accordance with Rule 17 of the Takeover Code, Kondor is pleased to announce that, as at 6.00 p.m. (London time) on 15 April 2025 (being the last Business Day prior to the date of this announcement), valid acceptances of the Offer ("Valid Acceptances") had been received in respect of a total of 130,083,075 Ora Shares, representing approximately 61.98 per cent. of Ora's existing issued share capital.

So far as Kondor is aware, as informed by Ora, included within the above, are Valid Acceptances in respect of 124,038,550 Ora Shares (representing, in aggregate, approximately 59.10 per cent. of Ora's existing issued share capital) which were the subject of irrevocable undertakings to accept (or procure the acceptance of) the Offer, given by the Ora Directors and certain Ora shareholders in respect of their own entire legal and beneficial holdings of Ora Shares.

Ora Shareholders are reminded that, as a summary and subject to detailed description in the Offer Document, the Acceptance Condition shall be satisfied if Kondor receives Valid Acceptances in respect of and/or having otherwise acquired or agreed to acquire Ora Shares which constitute more than 50 per cent of the voting rights attached to the Ora Shares.

Accordingly, as at 6.00 p.m. (London time) on 15 April 2025, Kondor has received Valid Acceptances of the Offer in respect of 130,083,075 Ora Shares (representing approximately 61.98 per cent. of Ora's existing issued share capital), which Kondor may count towards satisfaction of the Acceptance Condition to its Offer.

The percentages of Ora Shares referred to in this announcement are based on figures of 209,870,075 Ora Shares in issue as at close of business in London on 15 April 2025 (being the last Business Day prior to the date of this announcement), in accordance with information publicly available to Kondor as at the date of this announcement.

Takeover Offer declared unconditional

Kondor is therefore pleased to confirm that the Acceptance Condition has been satisfied.

Furthermore, Kondor confirms that all remaining Conditions to the Offer as set out in Part III of the Offer Document have been satisfied or, where applicable, waived.

As a result, Kondor is pleased to declare that the Offer is now unconditional.

In accordance with the terms of the Offer, withdrawal rights have now ceased to be exercisable.

Offer remains open and action to be taken

The Offer will remain open for acceptance until further notice. At least 14 calendar days' notice will be given by an announcement before the Offer is closed. Ora Shareholders who have not yet accepted the Offer are urged to do so as soon as possible in accordance with the following procedures:

Full details on how to accept the Offer are set out in section 13 of Part I of the Offer Document.

Settlement

Settlement of the consideration to which any Ora Shareholder is entitled under the Offer will be effected: (i) in the case of acceptances received, complete in all respects by 16 April 2025, within 14 calendar days of this date; and (ii) in the case of further acceptances received, complete in all respects after 16 April 2025 but while the Offer remains open for acceptance, within 14 calendar days of such receipt.

Acquisition

If Kondor receives acceptances of the Takeover Offer in respect of, and/or otherwise acquires 90 per cent. or more of the Ora Shares to which the Takeover Offer relates, Kondor intends to exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining Ora Shares in respect of which the Takeover Offer has not been accepted on the same terms as the Takeover Offer.

Any remaining Ora Shareholders (unless their Ora Shares are acquired by Kondor pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act) would become minority shareholders in a majority controlled company and may therefore be unable to sell their Ora Shares. There can be no certainty that such minority Ora Shareholders would again be offered an opportunity to sell their Ora Shares on terms which are equivalent to or no less advantageous than those under the Takeover Offer.

Questions

The Offer Document, together with the relevant Form of Acceptance, was published on 21 March 2025.

Rules 26.1 and 26.2 Disclosure

Requesting Hard Copy Documents

Rule 2.9 Disclosure

No Profit Forecasts or Estimates

Other Disclosure Requirements of the Takeover Code

Disclaimers

General