Kohlberg Kravis Roberts & Co. L.P. reached an agreement to acquire IQGeo Group plc (AIM:IQG) from group of share holders for approximately £330 million on May 14, 2024. Under the terms of the Acquisition, IQGeo Shareholders will be entitled to receive £4.8 in cash. The Cash Offer values the entire issued and to be issued share capital of IQGeo at approximately £333 million on a fully diluted basis and implies an enterprise value of approximately £316 million. The cash consideration payable by Bidco pursuant to the Acquisition will be funded by equity to be drawn from funds, vehicles and/or accounts advised and/or managed by KKR. The cash consideration payable under the Cash Offer will be despatched to IQGeo Shareholders within 14 days of the Effective Date. As an alternative to the Cash Offer, Eligible IQGeo Shareholders may elect for the Alternative Offer pursuant to which they will receive unlisted ordinary shares, which will ultimately be issued pursuant to the mechanism. The IQGeo Directors, who have been so advised by Evercore and Cavendish as to the financial terms of the Acquisition, consider the terms of the Cash Offer to be fair and reasonable. Accordingly, the IQGeo Directors intend to recommend unanimously that IQGeo Shareholders vote in favour of the Scheme at the Court Meeting and to vote in favour of the IQGeo Resolution(s) at the General Meeting as the IQGeo Directors who beneficially hold IQGeo Shares have irrevocably undertaken to do in respect of 4,162,181 IQGeo Shares in total, representing in aggregate approximately 6.7%. of IQGeo's ordinary share capital in issue as at the Latest Practicable Date. These irrevocable undertakings remain binding in the event a higher competing offer is made for IQGeo by a third party. Kestrel Partners to vote in favour of the Scheme at the Court Meeting and the IQGeo Resolution(s) at the General Meeting and (ii) against any competing proposal, in respect of 16,294,119 IQGeo Shares, representing approximately 26.4%. of the ordinary share capital of IQGeo in issue as at the Latest Practicable Date. This irrevocable undertaking remains binding in the event a higher competing offer is made for IQGeo by a third party, Raf Meersman to vote in favour of the Scheme at the Court Meeting and the IQGeo Resolution(s) at the General Meeting, in respect of 777,657 IQGeo Shares in total, representing approximately 1.3 per cent. of the ordinary share capital of IQGeo in issue as at the Latest Practicable Date. This irrevocable undertaking remains binding in the event a higher competing offer is made for IQGeo by a third party and each of Herald Investment Management Limited and Richard Terence Green to vote in favour of the Scheme at the Court Meeting and the IQGeo Resolution(s) at the General Meeting, in respect of, in aggregate, 3,455,585 IQGeo Shares, representing approximately 5.%. of the ordinary share capital of IQGeo in issue as at the Latest Practicable Date. It is intended that the Acquisition will be effected by way of a court-sanctioned scheme of arrangement, The Acquisition will be put to Scheme Shareholders at the Court Meeting and IQGeo Shareholders at the General Meeting. In order to become Effective, the Scheme must be approved by a majority in number of the Scheme Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75%. in value of the Scheme Shares voted. In addition, the approval of the IQGeo Resolution(s) by the requisite majority of IQGeo Shareholders at the General Meeting (expected to be held immediately after the Court Meeting) is also required for the implementation of the Scheme, together with the sanction of the Scheme by the Court. Finally, a copy of the Court Order must be delivered to the Registrar of Companies, upon which the Scheme will become Effective. The Acquisition will also be conditional upon the receipt of antitrust clearance in Cyprus as well as regulatory clearances (or the expiry of relevant waiting periods) in Belgium, Germany and the UK. The Scheme is expected to become Effective in Q4 2024, subject to the satisfaction or, where permitted, waiver of the Conditions set. It is intended that an application will be made to the London Stock Exchange to cancel and De-listing the admission to trading in IQGeo Shares on AIM, with such cancellation expected to take effect shortly after the Effective Date. The last day of dealings in, and registration of transfers of, IQGeo Shares on AIM is expected to be the date of the Court hearing to sanction the Scheme and no transfers will be registered.

Rothschild & Co acted as advisor to Bidco and KKR, Evercore, Cavendish acted as advisor to IQGeo, Clifford Chance LLP is acting as legal adviser to KKR and Bidco. DAC Beachcroft LLP is acting as legal adviser to IQGeo.