THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018).  UPON THE PUBLICATION OF THIS ANNOUNCEMENT THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE WITHIN THE PUBLIC DOMAIN.

10 August 2023

Tern Plc

("Tern" or the "Company")

Board and Management Restructuring

Directorate Changes

Tern Plc (AIM:TERN), the investment company specialising in supporting high growth, early-stage, disruptive Internet of Things ("IoT") technology businesses, announces a number of changes to the board of the Company (the "Board") and the Company's management structure.

Matthew Scherba and Bruce Leith have both stepped down from the Board with immediate effect.  Matthew Scherba, having been on secondment to Tern's portfolio company InVMA Limited, intends to transition to the full time Chief Executive Officer position at Konektio during August 2023.  Bruce Leith will remain with Tern as an employee and a member of its senior management team.

Sarah Payne will step down as the Company's Chief Financial Officer and Company Secretary on or before 30 September 2023 to take up a position with another company, but will remain on the Board as a Non-Executive Director.  A further announcement will be made when this change occurs.  The Company expects to shortly appoint a part-time Chief Financial Officer, which will be a non-Board position.

Following these changes, the Board of the Company will comprise: Ian Ritchie (Non-executive Chairman), Alan Howarth (Senior Independent Non-Executive Director) and Sarah Payne (Non-executive Director).

The Board will be supported by a non-Board senior executive management team comprising: Al Sisto (as Chief Executive Officer), Bruce Leith and a part-time Chief Financial Officer.  The senior management team will receive materially reduced remuneration from the levels they received when members of the Board.

In addition, the Company is implementing other cost saving measures, including moving to a lower cost office.  However, the Company will continue to be required to incur legal and other professional fees associated with the portfolio companies and being an AIM quoted company at least at historic levels, before any additional professional costs, in particular legal costs, incurred in relation with the disposal of any portfolio company holding.  Overall, the measures being implemented are expected to save approximately 40% of the Company's overall central costs in 2024, when compared to the level for 2022.

No compensation is being paid to any individual for loss of office or the change in their role.  Additionally, on the disposal of Tern's holding in any of its portfolio companies the Board has resolved that no more that 10% of the net disposal proceeds will be available for additional Board, management or employee remuneration.

This Board and management restructuring is intended to provide an appropriate governance and management structure for the Company, at significantly reduced cost, as the Company seeks to realise value from its portfolio of IoT technology businesses.  It is the Board's intention that the Company will not invest in any companies or entities not already part of Tern's existing portfolio until such time as the Company has realised material value from its current portfolio companies.

The Company expects to release its interim results for the six months ended 30 June 2023 before the end of August 2023.

Commenting, Ian Ritchie, Non-executive Chairman, said: "We recognise the desire of shareholders to see a reduction in Tern's central costs whilst maintaining our hands on approach with our investee companies and focussing on realising value from them.  The restructuring we are announcing today, together with other measures we are taking, is designed to significantly reduce our overheads whilst we look to deliver value to our shareholders from the Company's investments.

"It is my role as Chairman to ensure that the Board acts independently and in the interests of all shareholders.  I am delighted that we are retaining the services of Sarah Payne as a Non-Executive Director as her skills and experience of Tern will be invaluable as we seek to maximise shareholder returns from our portfolio of exciting IoT businesses.  I look forward to continuing to work with Sarah, Tern's Senior Independent Non-executive Director, Alan Howarth, and the senior management team of Al Sisto and Bruce Leith, coupled with our new part time CFO (once appointed).  This is a team that has a deep understand of Tern's portfolio companies and their markets and I believe is best placed to ensure that maximum value is extracted from them, continuing our hands on approach, in order for Tern to be able to deliver returns to its shareholders.

"I would also like to take this opportunity to thank Matthew Scherba for his contribution to Tern over the past four years and we wish him well in his new role at Konektio.  We are sure that he will be focussed hard on driving the value of Konektio and maximising the return to Tern as a shareholder in the business.

"Our portfolio companies continue to perform well as leaders in their categories and we look forward to providing a further update with the release of our interim results later this month."

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