Notice of Closure of Offer/Compulsory Acquisition

NOTICE OF CLOSURE OF THE OFFER

THE OFFER WILL CLOSE FOR ACCEPTANCE

AT 1.00 P.M. (LONDON TIME) ON 12 MAY 2025

ACCEPTANCE LEVEL UPDATE

COMPULSORY ACQUISITION

Introduction

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.

On 16 April 2025 Kondor declared the Offer unconditional.

Notice of Offer closing

Kondor announces that the Offer will close for acceptance at 1.00 p.m. (London time) on 12 May 2025.

Acceptances level update

In accordance with Rule 17 of the Takeover Code, Kondor announces that, as at 6.00 p.m. (London time) on 25 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 193,750,092 Ora Shares, representing approximately 92.54 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 25,000,000 Ora Shares (representing, in aggregate, approximately 11.94 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 Kondor Directors in respect of their own entire legal and beneficial holdings of Ora Shares.

So far as Kondor is aware, as informed by Ora, included within the above are Valid Acceptances in respect of 25,000,000 Ora Shares (representing, in aggregate, approximately 11.94 per cent. of Ora's existing issued share capital) which were received from persons acting in concert with Kondor.

Accordingly, as at 6.00 p.m. (London time) on 25 April 2025, Kondor has received Valid Acceptances in respect of 193,750,092 Ora Shares (representing approximately 92.54 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 25 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.

Interests in securities

• had any interest in, or right to subscribe in respect of, any relevant Ora securities;

Compulsory Acquisition

As at 6.00 p.m. (London time) on 25 April 2025, valid acceptances of the Offer had been received in respect of a total of 193,750,092 Ora Shares, representing approximately 92.54 per cent. of Ora's existing issued share capital.

Accordingly, as Kondor has now received acceptances under the Offer in respect of, or has acquired, or unconditionally contracted to acquire, 90 per cent. or more in value of the Ora Shares to which the Offer relates and 90 per cent. or more of the voting rights carried by the Ora Shares, Kondor will soon be exercising its right to implement the compulsory acquisition procedure under Chapter 3 of Part 28 of the Companies Act 2006 to acquire the remaining Ora Shares, as contemplated in the Offer Document.

Kondor will shortly despatch formal compulsory acquisition notices under sections 979 and 980 of the Companies Act 2006 (the "Compulsory Acquisition Notices") to Ora Shareholders who have not yet accepted the Offer. These notices will set out Kondor's intention to compulsorily acquire any remaining Ora Shares in respect of which the Offer has not been accepted on the same terms as the Offer.

If any of the Ora Shareholders have not accepted the Offer in respect of all their holding of Ora Shares by six weeks from the date of the Compulsory Acquisition Notices, the Ora Shares held by those Ora Shareholders will be compulsorily acquired by Kondor on the same terms as the Offer. The consideration to which those Shareholders will be entitled will be held by Ora on trust on behalf of those Ora Shareholders who have not accepted the Offer.

Action to be taken

The Offer will remain open for acceptance until 1.00 p.m. (London time) on 12 May 2025. Ora Shareholders who have not yet accepted the Offer are urged to do so as soon as possible but in any event by no later than 1.00 p.m. on 12 May 2025, 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

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