TERN PLC

(Company Number 05131386)

REGISTERED IN ENGLAND AND WALES

OPEN OFFER OF UP TO 48,077,813 OPEN OFFER SHARES AT AN ISSUE PRICE OF 1.25 PENCE PER NEW ORDINARY SHARE ON THE BASIS OF 1 NEW ORDINARY SHARE FOR EVERY 9 EXISTING ORDINARY SHARES ALREADY HELD

Notice is hereby given, pursuant to section 562(3) of the Companies Act 2006, to each of the persons registered at 6:00 p.m. 4 September 2024 (the "Record Date") as a holder of ordinary shares of £0.0002 each ("Ordinary Shares") in Tern plc (the "Company") who has no registered address in the United Kingdom or an EEA State and who has not given to the Company an address in the United Kingdom or an EEA State for service of notices on them (a "Relevant Holder") as follows:

1. This notice is given in connection with an open offer (the "Open Offer") of up to 48,077,813 new Ordinary Shares in the capital of the Company ("Open Offer Shares") at an issue price of 1.25 pence per share on the basis of 1 new Ordinary Share for every 9 existing Ordinary Shares held at 6:00 p.m. on the Record Date.

2. The following documents (being copies of documents despatched to holders of Ordinary Shares (other than certain Relevant Holders)), issued in connection with and constituting the Open Offer, may be inspected or obtained on personal application by or on behalf of such Relevant Holders at the offices of Share Registrars Limited, The Courtyard, 17 West Street, Farnham, GU9 7DR, during normal business hours in the United Kingdom on any weekday (Excluding Weekends and public holidays) up to and including 11:00 a.m. (London Time) on 20 September 2024:

a) a document, dated 5 September 2024, comprising a circular to Shareholders (the "Circular"); and

b) an application form (the "Application Form") (whether or not the Relevant Holder holds Ordinary Shares in certificated form) in respect of Basic Entitlements (as defined in the Circular) for use by each Relevant Holder under the Open Offer, provided that an Application Form may only be obtained on the production of evidence of entitlement. In the case of a Relevant Holder to whom an original Application Form was despatched by post on 5 September 2024, an Application Form may only be obtained if the original so despatched by post is first surrendered to Share Registrars Limited, The Courtyard, 17 West Street, Farnham, GU9 7DR. If the original is not so surrendered such Relevant Holder may only inspect a pro forma copy thereof.

3. The Open Offer is conditional upon the matters set out in the Circular.

4. Relevant Holders' attention is drawn to paragraphs 6 and 7 of Part III of the Circular relating to overseas shareholders and their ability to take up Open Offer Shares pursuant to the Open Offer.

Registered Office: 27/28 Eastcastle Street, London, W1W 8DH

Date: 6 September 2024

By Order of the Board

MSP Corporate Services Limited, Company Secretary

This announcement does not constitute an offer for sale of securities of the Company in the United States. The securities to be offered in the Open Offer have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent an applicable exemption from registration thereunder. There will be no public offer of the securities in the United States.