Notice of AGM

Tern Plc (AIM:TERN), the company focused on value creation from Internet of Things ("IoT") technology businesses, announces that the Company's Annual General Meeting ("AGM") will be held at 9.30am on Tuesday 30 June 2026 at the offices of Allenby Capital, 5 St Helen's Place, London, EC3A 6AB.

The notice of AGM (the "Notice of AGM") is available on the Company's website https://www.ternplc.com/investors and has been posted to shareholders, together with the form of proxy.

Extracts from the Notice of AGM

The AGM is required to be held by 30 June 2026 to meet the Company's Companies Act 2006 obligations. As the Company's Report and Accounts for the Year Ended 31 December 2025 (the "Accounts") have not yet been published, it is proposed that a separate general meeting (the "General Meeting") will be held to approve certain resolutions including approval of the Accounts. It is currently expected that the General Meeting will be convened in due course for the earlier of 10.00 am or immediately following the AGM on 30 June 2026.

Details of the resolutions to be proposed at the AGM (the "Resolutions") are set out below and in the Notice of AGM. The Resolutions cover ordinary business, granting the directors of the Company (the "Directors") the authority to issue new ordinary shares of £0.0002 each ("Ordinary Shares") generally (Resolution 1), together with special business to grant the directors the authority to issue new Ordinary Shares for cash whilst dis-applying the statutory pre-emption rights of existing shareholders ("Shareholders") in relation to such an issue (Resolution 2) (with resolutions 1 and 2 being the "Share Issuance Resolutions"), and to conduct share buy-backs (Resolution 3).

The Share Issuance Resolutions would permit the Directors to issue up to 175,000,000 new Ordinary Shares (representing approximately 20.5 per cent. of the Company's existing issued ordinary share capital) generally and, of those, up to 75,000,000 new Ordinary Shares (representing approximately 8.8 per cent. of the Company's existing issued ordinary share capital) for cash whilst dis-applying the statutory pre-emption rights of Shareholders in relation to such an issue.

Recommendation

The Directors consider that the proposed Resolutions are in the interests of the Company and of its shareholders as a whole. Accordingly, they unanimously recommend that you vote in favour of the Resolutions to be proposed at the AGM, as the Directors and members of Tern's senior management team intend to do in respect of their own beneficial shareholdings amounting to 24,733,699 Ordinary Shares, representing approximately 2.89 per cent. of the issued ordinary share capital of the Company.

Capitalised terms used, but not otherwise defined in this announcement, bear the meanings ascribed to them in the Notice of AGM.