Response to announcement by DBAY Advisors Limited.

TT Electronics plc ("TT")

Response to announcement by DBAY Advisors Limited ("DBAY")

TT notes the statement released by DBAY on 30 October 2025 in response to the earlier announcement of the recommended offer for TT by Cicor Technologies Ltd. ("Cicor") (the "Cicor Offer") in which DBAY stated it does not intend to vote in favour of the Cicor Offer. The Board of TT has had dialogue with several shareholders and welcomes the views of all of its shareholders, including DBAY. 

The Board of TT notes that, in the last three months, it has received three highly conditional unsolicited all-cash proposals from DBAY to acquire TT. The first was at a price of 122 pence per TT share, the second at 127 pence per TT share and the third, received on 7 October 2025, at 130 pence per TT share. Each of these proposals was unanimously rejected by the TT Board after careful consideration together with TT's financial advisers Gleacher Shacklock and Rothschild & Co.

The proposals received from DBAY were each subject to a number of assumptions and conditions, including undertaking due diligence which DBAY expected to take eight to ten weeks, and securing financing. 

The value of the Cicor Offer, being 155 pence per TT share based on the closing price of Cicor shares on 29 October 2025, is 25 pence or 19 per cent. higher than DBAY's latest proposal of 130 pence per TT share. 

Against this background, the Board of TT believes that DBAY may in some respects have a different agenda to other TT shareholders. The Board of TT remains focused on delivering maximum value for all shareholders and believes the Cicor Offer is the best route to achieving this objective.  

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Important notices

Gleacher Shacklock LLP ("Gleacher Shacklock"), which is authorised and regulated in the UK by the FCA, is acting exclusively as financial adviser to TT and no one else in connection with the matters referred to in this announcement and shall not be responsible to anyone other than TT for providing the protections afforded to clients of Gleacher Shacklock nor for providing advice in connection with the matters referred to in this announcement.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to TT and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than TT for providing the protections afforded to clients of Rothschild & Co nor for providing advice in connection with any matter referred to in this announcement. Neither Rothschild & Co nor any of its group undertakings or affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with this announcement, any statement contained herein, any matters referred to in this announcement or otherwise. No representation or warranty, express or implied, is made by Rothschild & Co as to the contents of this announcement.

Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg"), which is authorised and regulated by the German Federal Financial Supervisory Authority (BaFin) and is subject to limited regulation by the FCA in the United Kingdom, is acting exclusively for TT and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than TT for providing the protections afforded to clients of Berenberg nor for providing advice in relation to the matters referred to in this announcement. Neither Berenberg nor any of its affiliates (any of their respective partners, directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Berenberg in connection with the matters referred to in this announcement, any statement contained herein or otherwise.