Rakon Limited — M&A Activity 2026

Mar 24, 2026

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24 March 2026

RAKON TAKEOVER OFFER – FULL OFFER PRICE IN AN UNCERTAIN ENVIRONMENT CLOSING DATE EXTENDED

Dear Rakon Shareholder / Share Rights Holder

On 9 February 2026, Bourns, Inc. ( Bourns ) made a full takeover offer ( Offer ) of $1.55 for all the equity securities in Rakon Limited ( Rakon ). Today, we have extended the closing date of our Offer to Thursday, 7 May 2026. Please read the formal notice included with this letter for further details.

On 19 March 2026, Rakon refined its EBITDA (earnings) estimate for the year ending 31 March 2026 to be in the lower half of its previous guidance range. The Offer price of $1.55 is compelling and gives certainty of cash in an increasingly challenging and uncertain global environment.

Offer acceptances have continued to strongly build. Rakon’s CEO, CFO, COO and Chairman of the Independent Directors Committee have all now accepted the Offer for their associated entity shares. As at end of day 22 March 2026, we have received acceptances under the Offer which total:

• 73.61% of the ordinary shares, representing more than 2,300 shareholders. This does not yet reflect all broker and other custodial account shareholdings – Bourns has been advised that the brokers are continuing to work through their administration processes; and

• 95.70% of the share rights, which are held by Rakon employees.

UK regulatory approval has already been received. Bourns expects regulatory approvals from New Zealand and France to be forthcoming.

The minimum acceptance condition will be satisfied once we receive acceptances which will result in Bourns holding or controlling more than 90% of the voting rights in Rakon’s ordinary shares (unless waived in accordance with the terms of the Offer). If Bourns reaches more than 90% of the ordinary shares under the Takeovers Code, Bourns can move to a compulsory acquisition of any remaining ordinary shares at the same Offer price. 7 May 2026 is the last date for us to satisfy the minimum acceptance condition so it is important you get your acceptance in before that date. The sooner Bourns receives 90% acceptance and the Offer conditions are satisfied, the sooner those shareholders accepting the Offer will receive their $1.55 per share cash consideration.

If the 90% threshold is not reached (and the condition is not waived), the Offer will lapse, shareholders will not receive their cash consideration of $1.55 per share, and as indicated by the Independent Directors the stock will likely trade down towards or below the pre-Offer value of $0.90 per share. The 12-month low share price prior to the takeover offer being announced was $0.41 per share.

Shareholders and share rights holders are therefore strongly encouraged to ACCEPT the Offer as soon as possible to:

1. help ensure the Offer can proceed to completion; and

2. receive their cash consideration promptly once the Offer conditions are satisfied.

If you wish to accept our Offer, you must do so by no later than 11.59pm on Thursday, 7 May 2026.

You are able to accept online at www.takeoveroffer.co.nz/rakon

Your CSN number and acceptance code were sent to you on 9 February 2026. Shareholders requiring assistance should contact their financial adviser or Computershare, the Registrar, on 0800 991 101 (toll free within New Zealand), +64 9 488 8700 or email: tkoacceptances@computershare.co.nz

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Why Accept?

Rakon shareholders and share rights holders who have not yet accepted the Offer are urged to read the Offer Document and the Target Company Statement. In making your decision, please consider the following:

1. The Independent Directors of Rakon have unanimously recommended that you ACCEPT our Offer. Their reasons are set out in the Target Company Statement dated 23 February 2026.

2. The Offer price of $1.55 per equity security is within the Independent Adviser’s valuation range stated in the Independent Adviser’s report included in Rakon’s Target Company Statement.

3. On 19 March 2026, Rakon announced its EBITDA for the year ending 31 March 2026 will now be in the lower half of its previous guidance range of $15 million to $24 million. At the Offer price of $1.55 per share, this implies an EBITDA valuation multiple of 18.3x[1] to 23.8x, which is towards the top end, or above, the upper quartile of global peer sector transaction multiples. Rakon shareholders are being offered a very full cash price in an increasingly uncertain global environment.

4. The Offer price represents a significant premium to the pre-announcement trading price of Rakon shares, equating to a 72.2% premium to Rakon’s undisturbed share price of $0.90 per Share on the NZX Main Board on 9 January 2026 (being the last trading day prior to the announcement of Bourns’ Takeover Notice in respect of the Offer).

5. Many of Rakon’s largest shareholders, including the Robinson Family and Siward Crystal Technology Co. Limited, have already accepted the Offer. These shareholders have board representation and therefore have full visibility of Rakon’s current performance and future growth prospects. In addition, Rakon’s CEO, CFO, COO and Chairman of the Independent Directors Committee have now all accepted the Offer for their associated entity shares. Given their intimate knowledge of the business and its future growth prospects and challenges, they are very well placed to assess whether the offer represents an attractive price for shareholders and share rights holders.

6. The Independent Directors have indicated no competing Offer has been received, and in our view the practical likelihood of a competing offer is unlikely given Bourns has already secured the major cornerstone shareholders and has received over 73% of acceptances under the Offer.

7. Potential regulatory risks, challenges in funding capital expenditure demands for Rakon’s growth plans and execution risks associated with these growth plans.

8. The likelihood of the share price falling towards, or below, its pre-Offer level should the Offer not proceed. The Rakon share price on 9 January 2026 was $0.90 per share and the VWAP over the 90 days ending on 9 January 2026 was $0.84 per share. The 12-month share price low prior to 9 January 2026 was $0.41 per share.

1 Multiples derived from Rakon’s Enterprise Value. Enterprise Value calculated using Rakon’s fully diluted shares outstanding (including ordinary shares and share rights) of 232,795,991 and reported financials as at 30 September 2025, comprising cash and cash equivalents of $12.4 million, loans and borrowings of $11.6 million, lease liabilities of $8.9 million, retirement and other provisions of $2.8 million (adjusted for tax) and interest in associates of $14.1 million. Calculated using an EBITDA guidance range of $15m to $19.5m (being the lower half of Rakon’s previous EBITDA guidance range of $15m to $24m).

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The broader market backdrop

Rakon has a volatile earnings history given the industry in which it operates. Since it listed in 2006, Rakon has only once paid a 1.5c dividend in July 2023 and no future dividends have been signalled. Furthermore, on 19 March 2026, Rakon announced its EBITDA for the year to 31 March 2026 will now be in the lower half of its previous guidance range.

Bourns considers that recent general market conditions have also increased uncertainty for its own business and other internationally exposed manufacturers and their outlook. In particular:

1. Ongoing volatility in the Middle East has lifted uncertainty for supply chains.

2. Sharp moves in global energy markets risks higher manufacturing and logistics costs.

3. Shipping routes, freight capacity and lead times remain vulnerable to geopolitical events.

4. Evolving tariff settings and compliance obligations can add cost and complexity to cross-border operations.

5. Tighter financial conditions can raise borrowing costs and constrain access to capital for industrial technology firms.

6. Demand across industrial, communications and IoT markets remains mixed.

7. Current equity markets tend to reward certainty of cash and dividends and penalise execution risk.

These are general market considerations. You should read the Rakon Target Company Statement for the Independent Directors view on Rakon’s specific risks, including capital requirements and execution complexity.

Offer action instructions

If you have not already accepted the Offer in respect of your Rakon shares or share rights, but wish to do so, please complete and return the acceptance form applicable to the equity securities you hold, in accordance with the instructions of that acceptance form. Shareholders are also able to accept online at: www.takeoveroffer.co.nz/rakon.

If you have already accepted the Offer and received a confirmation notice from Computershare, you do not need to take any further action. If you have accepted the Offer, but have not received a confirmation notice, please contact Computershare.

Shareholders requiring assistance should contact their financial adviser or Computershare, the Registrar, on 0800 991 101 (toll free within New Zealand), +64 9 488 8700 or email: tkoacceptances@computershare.co.nz

For and on behalf of Bourns, Inc. by:

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Al Yost

President and Chief Operating Officer

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24 March 2026

Dear Rakon Shareholder / Share Rights Holder

NOTICE OF VARIATION OF TAKEOVER OFFER

1. We refer to the full takeover offer ( Offer ) by Bourns, Inc. ( Bourns ) dated 9 February 2026 to acquire all of the equity securities in Rakon Limited ( Rakon ).

2. Bourns advises that it has decided to vary the Offer by extending the closing date of the Offer from 11.59pm on 13 April 2026 to 11.59pm on 7 May 2026. This extension also means that the latest date that Bourns may declare the Offer unconditional has been extended from 11.59pm on 12 May 2026 to 11.59pm on 5 June 2026.

3. All other terms and conditions of the Offer remain unchanged as set out in the Offer Document sent to you.

4. This variation of the Offer is made under Rule 27(d), and this notice is given under Rule 28(1), of the Takeovers Code.

5. If you have not already accepted the Offer in respect of your Rakon shares or share rights, but wish to do so, please complete and return the acceptance form applicable to the equity securities you hold, in accordance with the instructions of that acceptance form. Shareholders are also able to accept online at: www.takeoveroffer.co.nz/rakon.

6. If you have already accepted the Offer, you do not need to take any further action.

For and on behalf of Bourns, Inc. by:

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Al Yost President and Chief Operating Officer

cc Rakon Limited

8 Sylvia Park Road Mt Wellington, Auckland 1060, New Zealand Sent by email: maureen.shaddick@rakon.com

cc The Takeovers Panel

Level 3, Solnet House 70 The Terrace PO Box 1171 Wellington 6011 Sent by email: takeovers.panel@takeovers.govt.nz

cc NZX Limited

Level 1, NZX Centre 11 Cable Street PO Box 2959 Wellington Sent by email: announce@nzx.com