Recommended Final All Cash Offer

INTRODUCTION OF FINAL* ALL CASH OFFER WITH SHARE ALTERNATIVE AND RECONFIRMATION OF UNANIMOUS RECOMMENDATION

Introduction

On 30 October 2025, the boards of directors of Cicor Technologies Ltd. ("Cicor") and TT Electronics plc ("TT") made an announcement in accordance with Rule 2.7 of the Code (the "2.7 Announcement") of a recommended cash and share acquisition pursuant to which Cicor would acquire the entire issued and to be issued ordinary share capital of TT for consideration of 100 pence in cash and 0.0028 New Cicor Shares for each TT Share (the "Original Offer").

This announcement should be read in conjunction with the full text of the 2.7 Announcement, the terms of which continue to apply to this announcement except to the extent set out below. Capitalised terms used but not defined in this announcement shall have the same meanings given to them in the 2.7 Announcement.

Revised Offer

The boards of directors of Cicor and TT are now pleased to announce a revision to the terms of the Acquisition pursuant to which TT Shareholders will have additional flexibility to realise their investments in TT Shares entirely in cash or to elect to receive New Cicor Shares on equivalent financial terms to the Original Offer (the "Revised Offer").

The Revised Offer follows constructive engagement with the TT Directors and TT's major shareholders. While Cicor firmly believes that the Original Offer represented full and fair value for TT, it acknowledges the concerns of some TT Shareholders that cannot, or otherwise do not wish to, hold Swiss listed shares. As a result, the Revised Offer (including the newly-introduced All Cash Offer (as defined below)) provides flexibility for TT Shareholders to tailor the proportion of cash versus New Cicor Shares they receive. The Revised Offer has the unanimous support of the TT Directors as further described in paragraph ‎4 of this announcement.

* The financial terms of the Revised Offer (as described below) are final and will not be increased or improved, except that Cicor reserves the right to increase the amount of the All Cash Offer and/or improve the financial terms of the Share Alternative if there is an announcement, on or after the date of this announcement, of an offer or a possible offer for TT by a third party offeror or potential offeror.

Under the terms of the Revised Offer, which will be subject to the Conditions and further terms set out in Appendix 1 to the 2.7 Announcement and the full terms and conditions to be set out in the Scheme Document, each TT Shareholder at the Scheme Record Time will be entitled to receive:

The All Cash Offer represents:

• a premium of approximately 58 per cent. to the Closing Price of 95 pence per TT Share on 29 October 2025 (being the last Business Day before the date of the 2.7 Announcement);
• a premium of approximately 47 per cent. to the volume-weighted average price of 102 pence per TT Share for the three-month period ended 29 October 2025 (being the last Business Day before the date of the 2.7 Announcement); and
• a premium of approximately 105 per cent. to the Closing Price of 73 pence per TT Share on 30 April 2025 (being the date that is six months prior to the date of the 2.7 Announcement).

Based on the three-month volume-weighted average closing price of Cicor Shares on 29 October 2025 (being the last Business Day before the date of the 2.7 Announcement) of CHF188 and using the CHF/GBP exchange rate of 0.9481 as set out in Appendix 2 of the 2.7 Announcement, the Share Alternative values each TT Share at 150 pence.

As a result of the combination of the All Cash Offer and the Share Alternative, the Revised Offer ensures that TT Shareholders (other than Restricted Overseas Persons) who wish to receive consideration in accordance with the terms of the Original Offer are able to do so by making an election for the Share Alternative in respect of one-third of their holdings of TT Shares. The form of election in respect of the Revised Offer to be sent at the same time as the Scheme Document to TT Shareholders (other than Restricted Overseas Persons) who hold TT Shares in certificated form (that is, not in CREST) (the "Form of Election") will include a 'tick-box' option to facilitate eligible TT Shareholders who wish to make an election for such terms. Further instructions on submitting elections in respect of the Share Alternative, including by TT Shareholders (other than Restricted Overseas Persons) who hold TT Shares in CREST, will be set out in the Scheme Document.

In addition, the Revised Offer provides the following additional flexibility for TT Shareholders as compared with the Original Offer:

• TT Shareholders who would prefer to receive cash consideration in respect of the entirety of their holdings of TT Shares are able to do so without taking any further action.
• TT Shareholders (other than Restricted Overseas Persons) who wish to receive New Cicor Shares in respect of part of their holdings of TT Shares are able to do so, if they wish to remain invested in the Enlarged Cicor Group after completion of the Acquisition, subject to making a valid election to do so and to the further terms of the Share Alternative set out below.

The maximum number of New Cicor Shares available to eligible TT Shareholders under the Share Alternative will be equivalent to the total number of New Cicor Shares which would have been issued pursuant to the Original Offer[1] (the "Share Alternative Maximum").

If valid elections for the Share Alternative are received from eligible TT Shareholders in respect of a number of TT Shares that would require the issue of a number of New Cicor Shares which exceeds the Share Alternative Maximum, such elections will be incapable of satisfaction in full. In such circumstances, any valid elections for New Cicor Shares by eligible TT Shareholders for the Share Alternative in respect of more than one third of their TT Shares ("Excess Elections") will be scaled down pro-rata to the number of TT Shares in respect of which Excess Elections have been validly received, and the balance of the consideration due to each such eligible TT Shareholder will be paid in cash in accordance with the terms of the All Cash Offer. As a result, eligible TT Shareholders who elect for the Share Alternative will not necessarily know the exact number of New Cicor Shares or the amount of cash they will receive until settlement of the consideration due to them under the Acquisition.

Fractions of New Cicor Shares will not be issued to TT Shareholders and, instead, will be dealt with in accordance with the process set out in paragraph 18 of the 2.7 Announcement.

TT Shareholders who: (i) take no action in respect of the Share Alternative; or (ii) are not eligible to receive, or who do not make a valid election for, the Share Alternative, will automatically receive cash consideration for their entire holding of TT Shares in accordance with the terms of the All Cash Offer.

Eligible TT Shareholders who wish to receive consideration which is equivalent to the terms of the Original Offer (i.e. 100 pence in cash plus 0.0028 New Cicor Shares per TT Share) will be able to do so by selecting this option using a 'tick-box' on the Form of Election which will be sent to them at the same time as the Scheme Document.

The Revised Offer, as part of the Acquisition, is subject to the Conditions and further terms set out in Appendix 1 of the 2.7 Announcement and the full terms and conditions to be set out in the Scheme Document and is conditional upon the Acquisition becoming Effective.

Further details in relation to the Revised Offer will be contained in the Scheme Document and the related Form of Election.

Dividends

If, on or after the date of the 2.7 Announcement and prior to the Effective Date, any dividend, distribution and/or other return of capital or value is announced, declared, made or paid or becomes payable in respect of the TT Shares, Cicor will reduce the consideration payable under the terms of the Acquisition at such date by the amount of such dividend, distribution and/or return of capital or value. In such circumstances, TT Shareholders will be entitled to retain any such dividend, distribution and/or other return of capital or value declared, made or paid, and any reference in this announcement to the consideration payable under the Acquisition will be deemed to be a reference to the consideration as so reduced. If the consideration payable under the terms of the Acquisition is reduced in accordance with this paragraph, it will be the subject of an announcement and, for the avoidance of doubt, will not be regarded as constituting any revision or variation of the terms of the Acquisition.

Recommendation

Building on previous conversations and following recent discussions with the Cicor Board, the TT Directors welcome the introduction of the Revised Offer and the optionality it affords TT Shareholders as:

§ under the All Cash Offer, TT Shareholders can receive all cash consideration if they are not able to, or do not wish to, hold Cicor Shares; and

§ under the Share Alternative, TT Shareholders (other than Restricted Overseas Persons) who wish to remain invested in the Enlarged Cicor Group after completion of the Acquisition can elect, in full or in part, to receive share consideration in lieu of cash (subject to the terms of the Share Alternative set out in paragraph ‎2 of this announcement).

The TT Directors, who have been so advised by Gleacher Shacklock and Rothschild & Co as to the financial terms of the All Cash Offer and the Share Alternative, consider the terms of each of them to be fair and reasonable.

In providing their advice, Gleacher Shacklock and Rothschild & Co have taken into account the commercial assessments of the TT Directors. Gleacher Shacklock and Rothschild & Co are providing independent financial advice to the TT Directors for the purposes of Rule 3 of the Code.

Accordingly, the TT Directors intend to recommend unanimously that TT Shareholders vote in favour of the Scheme at the Court Meeting and the TT Resolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer), as they have irrevocably undertaken to do in respect of their own TT Shares (representing, in aggregate, approximately 0.16 per cent. of the issued ordinary share capital of TT as at 17 November 2025, being the last Business Day before the date of this announcement).

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of opinion of Scheme Shareholders. TT Shareholders are strongly encouraged to vote at the Court Meeting and the General Meeting (in person or by proxy). Further details on how TT Shareholders may vote at the Court Meeting and the General Meeting will be set out in the Scheme Document.

The TT Directors who hold TT Shares will set out in the Scheme Document whether they intend to receive the All Cash Offer in respect of their entire holdings of TT Shares or to elect, in full or in part, for the Share Alternative.

TT Shareholders should consider their own personal circumstances when deciding whether to elect, in full or in part, for the Share Alternative, rather than receiving the All Cash Offer in respect of their entire holdings of TT Shares. TT Shareholders are therefore recommended to seek their own independent financial, tax and legal advice in light of their own particular circumstances and investment objectives before deciding whether to elect, in full or in part, for the Share Alternative. Any decision should also be based on a full consideration of this announcement, the 2.7 Announcement, the Scheme Document when it is published, and other relevant information.

Mix and Match Facility withdrawn

The 2.7 Announcement provided that a Mix and Match Facility would be made available to TT Shareholders (other than Restricted Overseas Persons) in order to enable them to elect, subject to off-setting elections by other TT Shareholders, to vary the proportions in which they would receive New Cicor Shares and cash in respect of their TT Shares under the Original Offer. Under the Mix and Match Facility, the total number of New Cicor Shares to be delivered and the maximum aggregate amount of cash to be paid under the Original Offer would not be varied as a result of elections made under the Mix and Match Facility.

However, in the light of the terms of the Revised Offer which, as described in paragraph ‎2 of this announcement, provides additional flexibility to TT Shareholders in respect of the type and mix of consideration that they receive, Cicor and TT have agreed that the Mix and Match Facility is no longer required. As a result, with the consent of TT and the Panel, the Mix and Match Facility will no longer be made available to TT Shareholders (who may instead take steps to vary the type of consideration they receive pursuant to the Revised Offer, in accordance with the details set out in paragraph ‎2 of this announcement).

Intentions of Cicor

This announcement (including the Share Alternative) does not change Cicor's intentions as regards TT's business, management team, employees, customers and other stakeholders of TT, as set out in the 2.7 Announcement, or its proposals in respect of the TT Share Schemes.

However, in the light of this announcement (including in particular the All Cash Offer) and given Cicor's intention for the Enlarged Cicor Group to maintain a conservative capital structure, Cicor intends to undertake a placing of new Cicor Shares in order to raise approximately CHF75 million (the "Cicor Equity Raise"). Cicor intends to complete the Cicor Equity Raise after the Court Meeting and General Meeting but prior to the Acquisition becoming Effective and intends to use the proceeds to repay part of the additional borrowings incurred in connection with the Acquisition and this announcement (including in particular the financing for the All Cash Offer).

Given its strong expected free cash flow generation, the Enlarged Cicor Group will maintain a strong balance sheet. If valid elections are received from eligible TT Shareholders at or in excess of the full capacity of the Share Alternative (i.e. which result in such number of New Cicor Shares being issued as is equal to the Share Alternative Maximum), Cicor expects pro forma net leverage of the Enlarged Cicor Group to be around 2 times by the end of 2026. If all TT Shareholders receive the All Cash Offer (i.e. there are no valid elections for the Share Alternative) pursuant to the Revised Offer, Cicor expects pro forma net leverage of the Enlarged Cicor Group will be closer to 2.75 times by the end of 2026.

In addition, to the extent Cicor is able to complete its Post-Completion Review and determine whether TT's non-core assets would be better served by alternative owners earlier than six months following completion of the Acquisition, it intends to do so. This would potentially further accelerate the deleveraging of the Enlarged Cicor Group.

None of the statements contained in this paragraph ‎6 are "post-offer undertakings" for the purposes of Rule 19.5 of the Code.

Financing

The cash consideration payable pursuant to the Acquisition will be financed by debt to be incurred by Cicor under the bridge Facilities Agreement, as amended in connection with this announcement, pursuant to a GBP 220,000,000 senior term facility A available thereunder and a GBP 70,000,000 senior term facility E available thereunder.

Where Cicor completes the Cicor Equity Raise prior to the Acquisition becoming Effective, the GBP 70,000,000 senior term facility E under the Facilities Agreement will be cancelled in an amount reflecting the proceeds of the Cicor Equity Raise as converted into GBP at that time or to be converted into GBP pursuant to hedging arrangements entered into with the approval of UBS in its capacity as financial adviser.

UBS, in its capacity as financial adviser to Cicor, confirms that it is satisfied that sufficient resources are available to Cicor to satisfy in full the cash consideration payable under the terms of the Acquisition.

Further information on the financing of the Acquisition will be set out in the Scheme Document.

Conditions, Timetable and General

Save as set out in this announcement, the Acquisition remains subject to the Conditions and further terms as set out in Appendix 1 of the 2.7 Announcement and to the full terms and conditions to be set out in the Scheme Document, which is expected to be sent, together with the Forms of Proxy and the Form of Election, to Scheme Shareholders. The TT Directors intend to publish the Scheme Document as soon as practicable and in any event within 28 days of the 2.7 Announcement (i.e. no later than 27 November 2025), or on such later date as Cicor, TT and the Panel agree.

Further details of the Court Meeting and General Meeting (which are expected to be held on 17 December 2025), as well as the expected timetable of principal events, will be set out in the Scheme Document.

Consents

UBS, Gleacher Shacklock, Rothschild & Co and Berenberg have each given and not withdrawn their consent to the publication of this announcement with the inclusion in this announcement of the references to their names in the form and context in which they appear.

Documents published on a website

In addition to the documents which are already available as set out in the 2.7 Announcement, copies of the following documents will, by no later than 12 noon (London time) on the business day following the date of this announcement, be made available (subject to certain restrictions on Restricted Overseas Persons) on TT's website at https://www.ttelectronics.com/investors/recommended-offer-cicor/ and Cicor's website at www.cicor.com until the Effective Date:

• this announcement;
• the consent letters from each of UBS, Gleacher Shacklock, Rothschild & Co and Berenberg referred to in this announcement; and
• the amended documents relating to the financing of the Acquisition, referred to in paragraph ‎7 of this announcement.

The contents of any website referred to in this announcement are not incorporated into and do not form part of this announcement.

Freshfields LLP is acting as legal adviser to Cicor in connection with the Acquisition.

Baker McKenzie is acting as Swiss legal adviser to Cicor in connection with the Acquisition.

Allen Overy Shearman Sterling LLP is acting as legal adviser to TT in connection with the Acquisition.

Schellenberg Wittmer Ltd is acting as Swiss legal adviser to TT in connection with the Acquisition.

Dealing and opening position disclosure requirements

No profit forecasts or estimates

No statement in this announcement (including any statement of estimated cost savings or synergies) is intended, or is to be construed, as a profit forecast or profit estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for TT or Cicor for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for TT or Cicor.

Requesting hard copies

General

Cicor reserves the right to elect, with the consent of the Panel (where required) and subject to the terms of the Co-operation Agreement, to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme. In such an event, such Takeover Offer will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme (subject to appropriate amendments to reflect the change in method of implementation and the terms of the Co-operation Agreement).

If the Acquisition is effected by way of a Takeover Offer, and such Takeover Offer becomes or is declared unconditional and sufficient acceptances are received, Cicor intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act so as to acquire compulsorily the remaining TT Shares in respect of which the Takeover Offer has not been accepted.

Rule 2.9 disclosure

[1] Further details of this calculation will be provided in the Scheme Document.