Offer Closure

BY

SUNDAE BAR PLC (formerly, KONDOR AI PLC)

implemented by way of a takeover offer

OFFER CLOSURE

Introduction

On 21 March 2025, the boards of directors of Kondor AI PLC ("Kondor" or the "Company", and now named Sundae Bar Plc) and Ora Technology PLC ("Ora") announced that they had reached agreement on the terms of a recommended all share offer for Kondor to acquire more than 50% of the share capital of Ora (the "Acquisition"). The Acquisition was implemented by means of a takeover offer (as defined in section 974 of the Companies Act 2006) (the "Takeover Offer" or the "Offer").

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 Offer (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.

On 28 April 2025, Kondor announced that the Offer would close for acceptance at 1.00 p.m. (London time) on 12 May 2025.

On 1 May 2025, Kondor announced that, following the acquisition of more than 50% of Ora's share capital by Kondor, the Acquisition was completed pursuant to the terms of the Offer Document and, as a result, Ora became a subsidiary of Kondor (together, Kondor and Ora the "Enlarged Group").

On 7 May 2025, Kondor changed its name to Sundae Bar Plc ("Sundae Bar")

Offer closure

The latest time and date by which the Offer could be accepted (being 1.00 p.m. (London time) on 12 May 2025) has now passed. As such, the Offer is now closed for acceptances.

Compulsory Acquisition

As announced on 28 March 2025, the Company has begun the implementation of the compulsory acquisition procedure pursuant to Chapter 3 of Part 28 of the Companies Act 2006 to acquire the remaining Ora Shares in respect of which the Offer has not been accepted, as contemplated by the Offer Document.

On 7 May 2025, the Company despatched formal compulsory acquisition notices under sections 979 and 980 of the Companies Act 2006 (the "Compulsory Acquisition Notices") informing those Ora Shareholders who have not yet accepted the Offer that the Company would apply the compulsory acquisition procedure pursuant to Chapter 3 of Part 28 of the Companies Act 2006 to acquire the remaining Ora Shares on the same terms as the Offer upon the expiry of six weeks from the date on which the Compulsory Acquisition Notices were given, being 19 June 2025 (the "Expiry Date").

Ora Shareholders who have not yet accepted the Offer by the Expiry Date will have their Ora Shares registered in the Company's name and the consideration to which those Ora Shareholders will be entitled will be held by Ora on trust under sections 981(9) and 982 of the Companies Act 2006.

Acceptances level update

The Company announces that, as at 6.00 p.m. (London time) on 9 May 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 206,951,468 Ora Shares, representing approximately 98.61 per cent. of Ora's existing issued share capital.

So far as the Company 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 11.91 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 Directors in respect of their own entire legal and beneficial holdings of Ora Shares.

So far as the Company 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 11.91 per cent. of Ora's existing issued share capital) which were received from persons acting in concert with the Company.

Accordingly, as at 6.00 p.m. (London time) on 9 May 2025, the Company has received Valid Acceptances in respect of 206,951,468 Ora Shares (representing approximately 98.61 per cent. of Ora's existing issued share capital), which the Company 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 9 May 2025 (being the last Business Day prior to the date of this announcement), in accordance with information publicly available to the Company as at the date of this announcement.

Interests in securities

As at the close of business in London on 9 May 2025, the interests in, or rights to subscribe in respect of, relevant Ora securities held by persons acting in concert with the Company were:

Save as disclosed in this announcement, as at the close of business in London on 9 May 2025, neither the Company, nor any Director, nor, so far as the Directors' are aware, any other person acting, or deemed to be acting, in concert with the Company:

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

Proposed Admission to AIM and Cancellation of trading on AQSE Growth Market

The Company announces its intention to cancel the admission of its existing ordinary shares to trading on the AQSE Growth Market ("Cancellation") and to apply for admission of its existing and to be issued ordinary shares to trading on AIM ("Admission"). Application will be made in due course to the London Stock Exchange for its existing and to be issued ordinary shares to be admitted to trading on AIM. Admission is expected to become effective, and dealings in the enlarged share capital is expected to commence at 8.00 a.m. on 2 June 2025 under the TIDM "SBAR" and same ISIN GB00BRXKJ754. Cancellation of the trading of the existing ordinary shares on the AQSE Growth Market will take place simultaneously with Admission.

The Schedule One Announcement in connection with Admission has been published today, and the AIM Admission Document will be published in due course on the Company's website at www.sundaebar.ai.

First Sentinel Corporate Finance Limited is acting as AQSE Corporate Adviser to the Company for the purposes of the AQSE Exchange Rules and Beaumont Cornish Limited is acting as Nominated Adviser to the Company for the purposes of the AIM Rules in connection with Admission.

Questions

Druces LLP is providing legal advice to the Company in connection with the Acquisition. DMH Stallard LLP is providing legal advice to Ora in connection with the Acquisition.

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

No Profit Forecasts or Estimates

No statement in this Announcement is intended, or is to be construed, as a profit forecast, profit estimate, or quantified financial benefits statement or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for the Company or Ora for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for the Company or for Ora.

Disclaimers

First Sentinel Corporate Finance Limited ("First Sentinel"), which is authorised and regulated by the FCA in the UK, is acting as financial adviser and Rule 3 adviser exclusively for the Company and no one else in connection with the Offer and the matters set out in this Announcement and will not be responsible to any person other than the Company for providing the protections afforded to clients of First Sentinel, nor for providing advice in relation to the Offer, the Waiver Proposal, the Circular, the content of this Announcement or any matter referred to herein.

General