Darktrace Regulatory News (DARK)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO, OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANTLAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

19 August 2022

Darktrace plc

("Darktrace")

Total Voting Rights and Rule 2.9 Disclosure

Darktrace announces the issue and allotment of shares in connection with the vesting of awards previously granted under its Darktrace plc 2021 Award Incentive Plan to certain Darktrace employees, such awards being pre-existing obligations of Darktrace prior to commencement of the offer period under the City Code on Takeovers and Mergers (the "Code").

Darktrace has issued and allotted an aggregate of 8,859,944 new ordinary shares of £0.01 each in Darktrace (the "New Shares") to be delivered to the trustee of The Darktrace Employee Benefit Trust. An application has been made for the New Shares to be admitted to the Premium Listing Segment of the Official List of the Financial Conduct Authority and to trading on the Main Market of the London Stock Exchange.

The New Shares will rank pari passu in all respects with Darktrace's existing ordinary shares of £0.01 nominal value each, each of which carries the right to one vote. It is expected that admission will become effective on 24 August 2022.

In accordance with Rule 2.9 of the Code, Darktrace confirms that as at the date of this announcement, the total number of ordinary shares of £0.01 each in issue is 719,705,647. The ordinary shares are, (and in the case of the New Shares will be), admitted to trading on the main market of the London Stock Exchange under the ISIN code GB00BNYK8G86.

Darktrace holds 1,778,403 ordinary shares as treasury shares with no voting rights.

Therefore the total voting rights figure of 717,927,244 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Darktrace under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

Contact:

Luk Janssens - Head of Investor Relations, Darktrace

luk.janssens@darktrace.com

Disclosure requirements of the Takeover Code (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.