Raspberry Pi Regulatory News (RPI)

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Raspberry Pi Holdings plc

End of Stabilisation Period / Exercise of Over-Allotment Option Notice

17 June 2024

In accordance with the relevant provisions of Regulation (EU) No 596/2014 (Market Abuse Regulation) and Commission Delegated Regulation (EU) 2016/1052, in each case as it forms part of retained EU law by virtue of the European Union (Withdrawal) Act 2018, Jefferies International Limited hereby gives notice that no stabilisation was undertaken by the Stabilising Manager named below in relation to the offer of the following securities.

Exercise of Over-Allotment Option:

The over-allotment option to purchase up to 4,593,506 Ordinary Shares, granted to Jefferies International Limited, in its capacity as Stabilisation Manager, was exercised by Jefferies International Limited on 17 June 2024 in the full amount of 4,593,506 Shares.

Important Notice

This announcement is for information only and does not constitute an offer or invitation to underwrite, subscribe for, sell or otherwise acquire or dispose of any securities or investment advice in any jurisdiction in which such an offer or solicitation is unlawful, including without limitation, the United States, Australia, Canada, South Africa or Japan. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

This announcement and the information contained herein, is not an offer of securities for sale in, and is not for transmission to or publication, distribution or release, directly or indirectly, in the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the "United States"). The securities being offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or under any applicable securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, resold, pledged, transferred or delivered, directly or indirectly, in the United States unless to qualified institutional buyers as defined in, and in reliance on, Rule 144A under the Securities Act or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the securities discussed herein is being made in the United States.

In the United Kingdom, this announcement is addressed only to, and is directed only at, persons who: (A) (i) are "investment professionals" specified in Article 19(5) of the Financial Services and Markets Act (Financial Promotion) Order 2005 (the "Order") and/or (ii) fall within Article 49(2)(a) to (d) of the Order (and only where the conditions contained in those Articles have been, or will at the relevant time be, satisfied); (iii) any person to whom the communication may otherwise lawfully be made, and (B) are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) as it forms part of retained EU law as defined in the European Union (Withdrawal) Act 2018 (all such persons together being referred to as "Relevant Persons"). In the European Economic Area (the "EEA"), this announcement is addressed only to, and is directed only at, persons in member states who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (Regulation ((EU) 2017/1129) ("Qualified Investors"). This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any member state of the EEA, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to: (i) in the United Kingdom, Relevant Persons; and (ii) in any member state of the EEA, Qualified Investors, and will be engaged in only with such persons.