Independent directors recommend shareholders accept offer

M&A23 February 2026RAKInformation Technology

Rakon Limited
T +64 9 573 5554
8 Sylvia Park Road, Mt Wellington, Auckland 1060, New Zealand
Private Bag 99943, Newmarket, Auckland 1149, New Zealand
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23 February 2026
Independent directors recommend shareholders accept Bourns’ takeover offer
Rakon Limited (NZX: RAK) advises that it has today released its target company statement (the Target Company
Statement) in response to the full takeover offer made by Bourns, Inc. (Bourns). Bourns’ offer is to acquire all
of the equity securities in Rakon, being ordinary shares (Shares) and certain unlisted employee share rights
(Share Rights), for $1.55 per equity security (the Offer).
The Target Company Statement includes an independent adviser’s report (the Independent Adviser’s Report)
on the merits of the Offer prepared by Calibre Partners (the Independent Adviser).
1

The Independent Directors
2
of Rakon unanimously recommend that Shareholders ACCEPT the Offer

The primary reasons why the Independent Directors believe you should ACCEPT the Offer are:
 the Offer price of $1.55 per Share is within the Independent Adviser’s valuation range of
$1.46 to $1.94 per Share;

 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 receipt of the takeover notice from Bourns in respect of the Offer);

 the trading price of Rakon’s shares is likely to fall below the Offer price if the Offer is not
declared unconditional, or if the Offer is declared unconditional but Bourns does not reach the
90% compulsory acquisition threshold necessary to acquire the remaining Shares and
therefore Rakon remains listed on the NZX Main Board;

 the Offer is all-cash and allows you to realise certain value for your Rakon shares now;

 no competing proposal has emerged since Bourns gave its takeover notice in respect of the
Offer; and

 potential regulatory risks, challenges in funding capital expenditure demands for its growth
plans and execution risks associated with these growth plans.
Shareholders should read the Target Company Statement (including the Independent Adviser’s Report) carefully
and in full before deciding what action to take in response to the Offer. Electronic copies of the Target Company
Statement (including the Independent Adviser’s Report) are attached to this announcement and can also be
found online at (www.rakon.com/investors).

1
Because the Offer involves different classes of securities, the Target Company Statement also includes a copy of an
independent adviser’s report on fairness between classes of equity securities prepared by Simmons Corporate Finance
Limited.
2
As outlined in more detail in the Target Company Statement, directors Brent Robinson and Jung Meng Tseng each have a
potential conflict of interest in relation to the Offer (given their respective shareholdings in Rakon, either directly or through
associated entities) and therefore are not making a recommendation on whether to accept or reject the Offer.

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As at 20 February 2026, Bourns has received acceptances under the Offer in respect of 53.66% of the Rakon
shares. The Offer must remain open until at least 11.59pm NZT on 23 March 2026. The Offer cannot be closed
early or withdrawn (except with the consent of the Takeovers Panel), and the Offer price cannot be reduced.
Shareholders are encouraged to seek professional financial, taxation or legal advice if they have any questions
in respect of the Offer.
Rakon will continue to keep shareholders informed.
For media enquiries contact: emmahart@hpmedia.com +64 220710551
Announcement authorised by:
Christopher Swasbrook (Independent Director) and Greg Barclay (Independent Director)

---

Target Company Statement
in response to a full takeover offer by
Bourns, Inc.
23 February 2026
IMPORTANT
This is an important document and requires your immediate
attention. You should carefully read this Target Company
Statement in its entirety, including the Independent Adviser’s
Report on the merits of the Offer prepared by Calibre Partners,
before deciding whether or not to accept the Offer. If you are in
doubt as to any aspect of this document or the Offer, you
should seek advice from your financial, taxation or legal adviser.

Letter from the Independent Committee3
Section 1: Reasons for the Independent Directors’ recommendation6
Section 2: Frequently asked questions9
Section 3: Takeovers Code disclosures16
Schedules 1 – 5 relating to Takeovers Code disclosures 42
Contents
2
RAKON / TARGET COMPANY STATEMENT / 2026

Letter from the Independent Committee
Dear Shareholder,
You will have recently received a takeover offer (Offer) from Bourns, Inc. (Bourns) to acquire:
• if you hold ordinary shares (Shares) in Rakon Limited (Rakon), all of your Shares for $1.55 in cash per Share; and
• if you hold certain unlisted Rakon employee share rights (Share Rights)
1
, all of your Share Rights for $1.55 in cash
per Share Right.
Bourns is a privately held US-based electronics company with global manufacturing and distribution operations.
Rakon’s response to the Offer has been managed by a committee of the Rakon Board (the Independent Committee)
comprising Independent Directors Christopher Swasbrook and Gregor Barclay. Rakon’s third Independent Director,
Peter Baines, does not sit on the Independent Committee. This is to enable the Independent Committee to make
decisions more efficiently given the relevant timing. Dr Baines has been provided with all of the key material that the
other Independent Directors have received.
Rakon’s other Directors, Brent Robinson and Jung Meng Tseng, do not sit on the Independent Committee because
they have a potential conflict of interest given their respective shareholdings in Rakon (either directly or through
associated entities).
The Independent Committee has taken legal advice from Bell Gully and carefully considered the report from the
Independent Adviser, Calibre Partners (Independent Adviser), in assessing the merits of the Offer and making its
recommendation to Shareholders.
The Independent Directors of Rakon (being Christopher Swasbrook, Gregor Barclay and Peter Baines)
unanimously recommend that Shareholders ACCEPT the Offer.
2
Further details in relation to these reasons are set out in in section 1 of this Target Company Statement (Reasons for
the Independent Directors’ recommendation). You are encouraged to read those reasons carefully and in full.
Ultimately, it is your decision whether or not to accept the Offer. You should consider your own individual
circumstances, views on value and the merits of the Offer, and your investment horizon when making this decision.
You are encouraged to consider taking your own separate professional advice (for example, from your financial
adviser, lawyer or tax adviser) tailored to your circumstances.
1 Share Rights are only held by a small number of Rakon employees. Share Rights are granted under an offer letter. Therefore, if you are not a
Rakon employee, or you are a Rakon employee but you did not receive an offer letter in relation to Share Rights, you will not hold Share
Rights.
2 The Independent Directors may change their recommendation if a higher value alternative proposal emerges or if for any reason the Offer
price ceases to be within the Independent Adviser’s valuation range. The Independent Directors consider that it is unlikely that such an
alternative proposal will emerge during the Offer period.
The primary reasons why the Independent Directors believe you should ACCEPT the Offer are:
• the Offer price of $1.55 per Share is within the Independent Adviser’s valuation range of $1.46 to
$1.94 per Share;
• the Offer price represents a significant premium to the pre-announcement trading price of Rakon
Shares;
• the trading price of Rakon Shares is likely to fall below the Offer price if:
−the Offer is not declared unconditional; or
−the Offer is declared unconditional, but Bourns does not reach the 90% compulsory acquisition
threshold necessary to acquire the remaining Shares and therefore Rakon remains listed on the NZX
Main Board;
• the Offer is all-cash and allows you to realise certain value for your Rakon shares now;
• no competing proposal has emerged since Bourns gave its takeover notice in respect of the Offer; and
• potential challenges in meeting Rakon’s capital expenditure demands under its growth plans.
23 February 2026
3
RAKON / TARGET COMPANY STATEMENT / 2026

TERMS OF THE OFFER
The full terms of the Offer are set out in Bourns’ Offer Document which was sent to all Shareholders on 9 February
2026 and is available on the NZX website (www.nzx.com/companies/RAK) and Rakon’s website (www.rakon.com/
investors).
The Offer is conditional on (among other matters) Bourns receiving acceptances in relation to Shares which confer
on Bourns 90% or more of the voting rights in Rakon. Should Bourns reach this threshold, it may (and it has said in
its Offer Document that it intends to) compulsorily acquire all of the remaining equity securities in Rakon. Bourns
is entitled to waive this condition, in which case (if all other conditions have been satisfied or, if capable of waiver,
waived) it could take up all acceptances of the Offer received.
The Offer is also conditional on (among other matters) Bourns receiving consent under:
• the New Zealand Overseas Investment Act;
• the French Monetary and Financial Code; and
• the UK National Security and Investment Act.
For further information about certain aspects of the terms of the Offer (and various other matters), please see the
frequently asked questions in section 2 of this Target Company Statement.
TIMING
The Offer must remain open until at least 11.59pm on Monday, 23 March 2026. If Bourns wishes to do so, it may
extend the closing date for the Offer (in one or more extensions) beyond this date to as late as 11.59pm on 7 May
2026. The closing date for the Offer can also be extended beyond that date by a period of up to 40 working days
from the date that the minimum acceptance condition is satisfied. If Bourns extends the Offer, the new closing date
will be announced through NZX. Bourns must give at least 10 working days’ notice to Shareholders of any extension
of the Offer period.
If you validly accept the Offer, you will be paid the Offer price for your Shares or Share Rights (as applicable) by
Bourns within five working days after the latest of:
• the date on which the Offer becomes unconditional;
• the date on which your acceptance is received; and
• 23 March 2026.
If you accept the Offer, your acceptance cannot be withdrawn unless Bourns fails to pay you for your Shares or Share
Rights (as applicable) in accordance with the Takeovers Code. If you accept the Offer, you will be unable to sell your
Shares to any other person.
If you wish to accept the Offer for only some of your Shares or Share Rights, you should follow the instructions in the
Offer Document and the Acceptance Form which accompanied the Offer Document.
If you do not wish to accept the Offer, you do not need to take any action.
POTENTIAL OUTCOMES OF THE OFFER
The Offer could result in the following outcomes:
• Bourns could satisfy the 90% minimum acceptance condition and the Offer could be declared unconditional.
In these circumstances, Bourns has said that it intends to acquire the remaining equity securities under the
compulsory acquisition process under the Takeovers Code and delist Rakon from the NZX Main Board. Under the
Takeovers Code, the compulsory acquisition price would be the same as the Offer price;
• Bourns could fail to satisfy the 90% minimum acceptance condition but waive that condition and the Offer could
be declared unconditional. In these circumstances, Rakon would remain listed on the NZX Main Board with Bourns
as its majority Shareholder; and
• the Offer could lapse if one or more of the conditions is not satisfied (and, if Bourns has the right to waive the
relevant condition, Bourns does not waive the relevant condition). In these circumstances, Rakon would remain
listed on the NZX Main Board and Bourns would not acquire any Shares under the Offer.
4
RAKON / TARGET COMPANY STATEMENT / 2026

If any of the regulatory conditions (contained in clause 4.2 of the Offer Document ) remain unfulfilled on the
unconditional date for the Offer and the Offer lapses in accordance with Rule 25(4) of the Takeovers Code then,
under the terms of the Lock-Up Agreements, if a Lock-Up Party and Bourns agree that it is reasonably likely that
the regulatory condition will be satisfied, then Bourns will make a new offer on the same terms updated to reflect
changes in circumstances.
Further information on the potential outcomes of the Offer and implications for Shareholders is set out under the
heading “Frequently asked questions” in section 2 of this Target Company Statement.
Note: The Offer relates to both Shares and Share Rights. The Offer price is the same for both Shares and
Share Rights. Share Rights are only held by a small number of Rakon employees and comprise a very
small percentage of the total number of Rakon’s equity securities. Therefore, for readability of this Target
Company Statement, in most places we will refer only to Shareholders and to Shares. However, these
references will be deemed to also extend to holders of Share Rights and to Share Rights as appropriate.
CONCLUSION
The Independent Directors of Rakon unanimously recommend that Shareholders ACCEPT the Offer.
Please read this Target Company Statement (including the Independent Adviser’s Report ) carefully and in full. It
will assist you in making an informed decision on whether or not to accept the Offer. You may also wish to seek
independent financial, taxation, legal or other professional advice regarding the Offer.
If you have any queries in relation to the Offer or this Target Company Statement, you should ask your professional
adviser or email investors@rakon.com.
Your Independent Directors will continue to keep you updated on all material developments in relation to the Offer.
Announcements are available on the NZX website (www.nzx.com/companies/RAK) and Rakon’s website
(www.rakon.com/investors).
Yours sincerely,
Gregor Barclay Christopher Swasbrook
Independent Director Independent Director
5
RAKON / TARGET COMPANY STATEMENT / 2026

SECTION 1:
REASONS FOR THE INDEPENDENT
DIRECTORS’ RECOMMENDATION
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RAKON / TARGET COMPANY STATEMENT / 2026

Section 1: Reasons for the Independent
Directors’ recommendation
The key reasons why the Independent Directors recommend that Shareholders and holders of Share Rights
should ACCEPT the Offer are as follows:
1. The Offer price of $1.55 per Share is within the Independent Adviser’s valuation range of $1.46 to $1.94
per Share
Rakon engaged Calibre Partners to provide an Independent Adviser’s Report on the merits of the Offer. Calibre
Partners has assessed the value of Rakon to be in the range of $1.46 to $1.94 per Share (midpoint of $1.70). The
Offer price of $1.55 per Share is therefore within this valuation range (albeit closer to the lower end of that range).
Calibre Partners notes the following in its Independent Adviser’s Report: “Our valuation range is reasonably
wide. This is appropriate because of substantial uncertainty with Rakon’s future performance. This includes
uncertainy around how quickly and successfully it will grow in key markets, when and to what extent its expected
manufacturing and organisational improvements will be realised, and whether regulatory risks may turn out to be
higher than expected.”
2. The Offer price represents a significant premium to the pre-announcement trading price of Rakon Shares
The Offer price of $1.55 per Share represents:
• 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 day of trading prior to the announcement by Rakon of receipt of the Takeover Notice
from Bourns);
• a 84.1% premium to the volume weighted average price on the NZX Main Board (VWAP) of $0.84 per Share for
the 30 days ended 9 January 2026;
• a 84.5% premium to the VWAP of $0.84 per Share for the 90 days ended 9 January 2026; and
• a 87.0% premium to the VWAP of $0.83 per Share for the six months ended 9 January 2026.
3. The trading price of Rakon’s Shares is likely to fall below the Offer price
While the Independent Directors are unable to predict the price at which your Shares will trade in the future, the
Independent Directors believe that if the Offer is not declared unconditional and therefore lapses, in the absence of a
competing proposal which is superior to the Offer, it is likely the Share price will fall to a price below the Offer price of
$1.55 per Share that is being offered by Bourns.
As mentioned above, the Share price on the NZX Main Board on the last day of trading prior to the announcement on
12 January 2026 by Rakon of receipt of the Takeover Notice was $0.90 per Share and the VWAP over the 90 days
ending 9 January 2026 was $0.84 per Share.
In addition, if Bourns:
• waives the 90% minimum acceptance condition under the Offer; and
• declares the Offer unconditional but does not end up reaching the 90% minimum acceptance threshold under
the Offer necessary to compulsorily acquire the remaining Shares and therefore Rakon remains listed on the NZX
Main Board,
the Independent Directors believe it is also likely the Share price will fall to a price below the Offer price of $1.55 per
Share that is being offered by Bourns.
4. The Offer allows you to realise certain value for your Rakon shares now
The Offer price of $1.55 per Share is all-cash. It provides Shareholders with the opportunity to realise certain value
for all your Shares (if the Offer is declared unconditional). If the Offer is not declared unconditional and therefore
lapses, there is no assurance that you will be able to achieve returns equivalent to, or better than, the Offer price of
NZ$1.55 per Share in the future.
7
RAKON / TARGET COMPANY STATEMENT / 2026

While the Independent Directors have a positive outlook for Rakon and are confident that the business of Rakon is
well positioned to deliver growth in the long term, the Offer price of $1.55 per Share provides you with certainty for
the value of your Shares and an opportunity to accelerate your capital return (if the Offer becomes unconditional). As
noted at (1) above, the payment to you of the Offer price provides you with the opportunity to realise your investment
at a significant premium to market prices prior to the announcement by Rakon of receipt of the Takeover Notice
from Bourns.
If you accept the Offer and it completes, you will not be subject to the business risks and investment risks that
would apply if you continued to hold your Shares. Calibre Partners makes the following statement in its Independent
Adviser’s Report: “Rakon is a reasonably complex company, particularly in relation to its revenue and earnings.
It operates across a wide geographical footprint, with revenue and expenses incurred in multiple jurisdictions.
As a result, Rakon is more complex to manage than companies of a similar size. This additional complexity gives
rise to higher operating costs and increases the execution risks associated with its strategic initiatives.” Rakon’s
Independent Directors agree with this statement.
Similarly, the Independent Directors consider the regulatory environments in which the business operates, including
export controls, present additional complexity and risk which can be difficult to calculate and predict. Regulatory
issues are addressed in Sections 4.6 and 7.8 of the Independent Adviser’s Report.
If you do not accept the Offer and Bourns does not reach the threshold necessary to compulsorily acquire your
Shares, there will be uncertainty about the amount you will be able to realise in the future if you wish to sell your
Shares. You will continue to be subject to the benefits and risks associated with Rakon’s business and the other
general benefits and risks relating to any investment in a publicly listed company. There is no assurance that you
will be able to achieve returns that are equivalent to, or better than, the Offer price of $1.55 per Share at any time in
the future.
5. No competing proposal has emerged since the Takeover Notice was given
Since the Takeover Notice was announced through the NZX market announcements platform on 12 January 2026,
and up until 18 February 2026 (being the latest practicable date prior to the date of this Target Company Statement ),
the Board has not received a proposal (or expression of interest ) in relation to a transaction that might reasonably be
expected to compete with the Offer. This includes from any of the parties who have, over the last few years, provided
Rakon with a non-binding indicative proposal (or expression of interest ) in respect of a control transaction relating
to Rakon.
In addition, as at 18 February 2026 Bourns had received acceptances in respect of Shares representing 53.06% of
the voting rights in Rakon. Acceptances once provided are irrevocable.
The Independent Directors therefore believe that it is unlikely that a competing proposal which is superior to the Offer
will arise during the Offer period for the Offer.
6. Potential challenges in meeting capital expenditure demands
Rakon’s growth plans require considerable capital expenditure to execute. With Rakon’s current shareholding
structure, while Rakon remains listed on NZX it may be difficult to execute these plans solely through raising new
equity capital. Therefore, a significant part of these growth plans may need to be funded by internally generated cash
flows and debt. If that is the case, this could potentially slow execution and increase Rakon’s risk profile, given the
cyclical nature of Rakon’s business.
8
RAKON / TARGET COMPANY STATEMENT / 2026

SECTION 2:
FREQUENTLY ASKED QUESTIONS
9
RAKON / TARGET COMPANY STATEMENT / 2026

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1
Section 2: Frequently asked questions
QUESTION ANSWER
Who is making the Offer?
The Offer is being made by Bourns.

Bourns is a privately held global electronics company
headquartered in Riverside, California, United States of
America. Bourns designs and manufactures electronic
components such as sensors, circuit protection devices and
magnetics for the automotive, industrial and consumer
markets.

What is the consideration
under the Offer?
The Offer price is $1.55 per Share in cash.
What are my options?
You have four options in response to the Offer. You can:

• accept the Offer for all of your Shares;

• accept the Offer for some, but not all, of your Shares;

• sell all or some of your Shares through the NZX (or off
market) at any time if you do not wish to hold them or
participate in the Offer; or

• not accept (i.e., reject) the Offer.

Please note that if you sell all or some of your Shares through
the NZX, you may incur brokerage in relation to that sale
(whereas brokerage will not be charged for Shares sold under
the Offer).
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RAKON / TARGET COMPANY STATEMENT / 2026

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2
QUESTION ANSWER
How long do I have to
accept the Offer?
You have until the end of the Offer period to decide whether or
not to accept the Offer.

The Offer must remain open until at least 11.59pm on
Monday, 23 March 2026. If Bourns wishes to do so, it may
extend the closing date for the Offer (in one or more
extensions) beyond this date to as late as 11.59pm on 7 May
2026. The closing date for the Offer can also be extended
beyond that date by a period of up to 40 working days from
the date that the minimum acceptance condition is satisfied.

If Bourns extends the Offer, the new closing date will be
announced through NZX. Bourns must give at least 10
working days’ notice to Shareholders of any extension of the
Offer period.
How do I accept the Offer?
If you wish to accept the Offer, use the WHITE Acceptance
Form that accompanied Bourns’ Offer Document and carefully
follow the instructions on that form. You can also accept the
Offer online at
www.takeoveroffer.co.nz/rakon.

DO NOT use the GREEN Acceptance Form that accompanies
Bourns’ Offer Document unless you hold Share Rights and
wish to accept the Offer in respect of all or some of your Share
Rights. Refer to “Do I hold Share Rights?” below for more
information.
Can I withdraw my
acceptance after I accept
the Offer?
No – acceptances are irrevocable. This means that you cannot
withdraw your acceptance or change your mind.

Please also note that if you accept the Offer, you will be
unable to sell your Shares to any other person.
What do I do if I do not
want to accept the Offer?
If you do not wish to accept the Offer (i.e., you wish to reject
the Offer), you do not need to take any action.
When will I be paid if I
accept the Offer?
If you accept the Offer for some or all of your Shares, you will
be paid for those Shares within five working days after the
latest of:

• the date on which the Offer becomes unconditional;

• the date on which Bourns receives your acceptance; and

•
23 March 2026.
11
RAKON / TARGET COMPANY STATEMENT / 2026

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3
QUESTION ANSWER
What are the conditions to
the Offer?
The conditions of the Offer are set out in clause 4 of the Offer
Document. The conditions include:

• Minimum acceptance condition: Bourns receiving
acceptances in respect of at least 90% of the Shares.
Bourns is entitled to waive this condition, in which case (if
all other conditions have been satisfied or, if capable of
waiver, waived), Bourns could take up all acceptances of
the Offer received;

• Regulatory consents: Bourns receiving various regulatory
approvals, including consent under the New Zealand
Overseas Investment Act 2005 (and the Overseas
Investment Regulations 2005), the French Monetary and
Financial Code, and the UK National Security and
Investment Act 2021. The regulatory consents conditions
cannot be waived; and

• Further conditions: that a range of certain events or
circumstances have not occurred during the period from
11 January 2026 until the date on which the Offer is
declared unconditional. These matters are set out in
clause 4.4 of the Offer Document.

On 18 February 2026, Rakon amended the terms of the Long
Term Incentive Plan to allow Share Rights to be transferred to
Bourns under the Offer. This satisfied the Share Rights
condition referred to in clause 4.3(a) of the Offer.
What are the potential
outcomes of the Offer?

There are three potential outcomes of the Offer:

• Bourns receives acceptances in respect of 90% or more of
the Shares;

• Bourns receives acceptances in respect of less than 90%
of the Shares and Bourns waives the 90% minimum
acceptance condition; or

• Bourns receives acceptances in respect of less than 90%
of the Shares and Bourns does not waive the 90%
minimum acceptance condition.
12
RAKON / TARGET COMPANY STATEMENT / 2026

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4
QUESTION ANSWER
What happens if Bourns
receives acceptances in
respect of 90% or more of
the Shares?
If Bourns receives acceptances in respect of 90% or more of
the Shares (and all other conditions are satisfied or, if capable
of waiver, waived), Bourns will:

• purchase and pay for the Shares for which it has received
acceptances to the Offer; and

• compulsorily acquire the remaining Shares in accordance
with the Takeovers Code.

All shareholders who accept the Offer would receive $1.55
per Share they own, in cash. Under the Takeovers Code, the
compulsory acquisition price will be the same as the Offer
price, which means Shareholders who do not accept the Offer
but who have their Shares compulsorily acquired would also
receive $1.55 per Share they own, in cash.
What happens if Bourns
receives acceptances in
respect of less than 90% of
the Shares and waives the
90% minimum acceptance
condition?
If Bourns receives acceptances in respect of less than 90% of
the Shares and waives the 90% minimum acceptance
condition (and all other conditions are satisfied or, if capable of
waiver, waived), Bourns will acquire the Shares held by
accepting Shareholders only. Shareholders who do not accept
the Offer would retain their Shares. Rakon would remain a
listed company and the Shares would continue to be quoted
on, and tradable through, the NZX. In this scenario, there
would be the following key consequences for minority
Shareholders:

• the free float of Shares (the Shares available for trading
through the market) will decrease to between 10.01% and
49.99% depending on the outcome of the Offer. This is
likely to result in a decrease in liquidity;
• a decline in liquidity may have a negative influence on the
market price of Shares and may limit your ability to sell
your Shares after completion of the Offer at a price that
you are prepared to accept;
• Bourns will have effective control over the day-to-day
operations of Rakon. Please see clause 12 of schedule 1
to the Offer Document for information about Bourns’
intentions about material changes to Rakon;
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RAKON / TARGET COMPANY STATEMENT / 2026

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5
QUESTION ANSWER
• by virtue of its majority shareholding, Bourns would
control the outcome of any ordinary resolution put to
Shareholders, including a resolution to appoint or remove
Rakon directors;
• if Bourns acquires a shareholding of 75% or more it will
be able to control the outcome of special resolutions, such
as those required to change the constitution or approve a
major transaction;
• Bourns will be restricted by NZX Listing Rules in its ability
to undertake related party dealings above certain value
thresholds (this means transactions of substance between
Bourns and Rakon will be subject to independent scrutiny
and review); and
• it may impact the extent of research coverage that Rakon
receives.
Rakon would remain a listed company and the Shares would
continue to be quoted on, and tradable through, the NZX.
What happens if Bourns
receives acceptances in
respect of less than 90% of
the Shares and does not
waive the 90% minimum
acceptance condition?
If Bourns receives acceptances in respect of less than 90% of
the Shares and does not waive the 90% minimum acceptance
condition, the Offer would lapse. All Shareholders would
retain their Shares.
Rakon would remain a listed company and the Shares would
continue to be quoted on, and tradable through, the NZX.
What is the current level of
acceptances for the Offer?
As at 18 February 2026 (being the latest practicable date prior
to the date of this Target Company Statement), Bourns had
received acceptances in respect of 53.06% of the Shares.

This included acceptances relating to 41.2% of the total
Shares from Rakon’s three largest Shareholders (consisting of
the Robinson family interests, Siward Crystal Technology Co.
Limited, and Wairahi Investments Limited / Wairahi Holdings
Limited) and certain other shareholders, which entered into
lock-up agreements to accept the Offer in respect of all of the
Shares that they hold or control.
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RAKON / TARGET COMPANY STATEMENT / 2026

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6
QUESTION ANSWER
If I do not accept the Offer,
can my Shares be
compulsorily acquired?
Bourns will be entitled to compulsorily acquire your Shares
under the Takeovers Code if it declares the Offer unconditional
and has received acceptances in respect of at least 90% of the
Shares. The price that your Shares would be acquired under
compulsory acquisition would be the same as the Offer price
($1.55 per Share in cash).

Who should I ask if I have
any queries in relation to
the Offer?
If you have any queries in relation to the Offer or this Target
Company Statement, you should ask your professional adviser
or email investors@rakon.com.
Do I hold Share Rights?
Share Rights are only held by a small number of Rakon
employees. Share Rights are granted under an offer letter.
Therefore if you are not a Rakon employee, or you are a Rakon
employee but you did not receive an offer letter in relation to
Share Rights, you will not hold Share Rights.

15
RAKON / TARGET COMPANY STATEMENT / 2026

SECTION 3:
TAKEOVERS CODE DISCLOSURES
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7
Section 3: Takeovers Code disclosures

This Target Company Statement has been prepared by Rakon pursuant to rule 46 and
Schedule 2 of the Takeovers Code in relation to a full takeover offer made by Bourns. Where
any information required by Schedule 2 to the Takeovers Code is not applicable, no statement is
made regarding that information. The following matters are stated as at the date of this Target
Company Statement.

1. Date
This target company statement (the Target Company Statement) is dated 23 February
2026.
2. Offer
2.1 This Target Company Statement relates to a full takeover offer (the Offer) by
Bourns, Inc. (Bourns) to purchase:
(a) all of the ordinary shares (Shares) in Rakon Limited (Rakon) for a purchase price of
$1.55 per Share, payable in cash; and

(b) all of the Share Rights granted to eligible employees under Rakon’s Long Term
Incentive Plan, for a purchase price of $1.55 per Share Right, payable in cash.
2.2 The terms of the Offer are set out in Bourns’ offer document dated 9 February 2026 (the
Offer Document), a copy of which was sent to Shareholders on 9 February 2026.
3. Target Company
(a) The name of the target company is Rakon Limited (NZX: RAK).

(b) The postal address of Rakon is Private Bag 99943, Newmarket, Auckland 1149,
New Zealand.

(c) Rakon’s investor website is www.rakon.com/investors.

(d) The contact email address for Rakon is investors@rakon.com.

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8
4. Directors of Rakon
The directors of Rakon are:
(a) Brent Robinson (Chair and Non-Independent Director);

(b) Gregor Barclay (Independent Director);

(c) Christopher Swasbrook (Independent Director);

(d) Peter Baines (Independent Director); and

(e) Jung Meng Tseng (Non-Independent Director).
5. Ownership of Rakon’s equity securities
5.1 Rakon has the following classes of equity securities on issue:
(a) Shares; and

(b) five classes of Share Rights.
5.2 Schedule 1 to this Target Company Statement sets out the number and the percentage of
each class of equity securities held or controlled by each director or senior manager
3
of
Rakon (a Director or Senior Manager, respectively), or their associates, as at the date of
this Target Company Statement. Except as set out in Schedule 1 to this Target Company
Statement, no Director or Senior Manager, or their associates, holds or controls any equity
securities of Rakon (or derivatives for which the underlying is an equity security of Rakon).

5.3 Schedule 2 to this Target Company Statement sets out the number and the percentage of
each class of equity securities held or controlled by any person (other than a Director,
Senior Manager or their associates, to the extent set out in Schedule 1) who holds or
controls 5% or more of any class of equity securities in Rakon as at the date of this Target
Company Statement, to the knowledge of Rakon. Except as set out in Schedules 1 and 2
to this Target Company Statement, to Rakon’s knowledge, no other person holds or
controls 5% or more of any class of equity securities in Rakon (or derivatives for which the
underlying is an equity security of Rakon).

3. For the purposes of this Target Company Statement, the Independent Directors have determined that the senior managers of Rakon for the
purposes of the Takeovers Code are Dr. Sinan Altug (Chief Executive Officer), Mark Dunwoodie (Chief Financial Officer) and Nick Pudney (Chief
Operating Officer).
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RAKON / TARGET COMPANY STATEMENT / 2026

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8
4. Directors of Rakon
The directors of Rakon are:
(a) Brent Robinson (Chair and Non-Independent Director);

(b) Gregor Barclay (Independent Director);

(c) Christopher Swasbrook (Independent Director);

(d) Peter Baines (Independent Director); and

(e) Jung Meng Tseng (Non-Independent Director).
5. Ownership of Rakon’s equity securities
5.1 Rakon has the following classes of equity securities on issue:
(a) Shares; and

(b) five classes of Share Rights.
5.2 Schedule 1 to this Target Company Statement sets out the number and the percentage of
each class of equity securities held or controlled by each director or senior manager
3
of
Rakon (a Director or Senior Manager, respectively), or their associates, as at the date of
this Target Company Statement. Except as set out in Schedule 1 to this Target Company
Statement, no Director or Senior Manager, or their associates, holds or controls any equity
securities of Rakon (or derivatives for which the underlying is an equity security of Rakon).

5.3 Schedule 2 to this Target Company Statement sets out the number and the percentage of
each class of equity securities held or controlled by any person (other than a Director,
Senior Manager or their associates, to the extent set out in Schedule 1) who holds or
controls 5% or more of any class of equity securities in Rakon as at the date of this Target
Company Statement, to the knowledge of Rakon. Except as set out in Schedules 1 and 2
to this Target Company Statement, to Rakon’s knowledge, no other person holds or
controls 5% or more of any class of equity securities in Rakon (or derivatives for which the
underlying is an equity security of Rakon).

3. For the purposes of this Target Company Statement, the Independent Directors have determined that the senior managers of Rakon for the
purposes of the Takeovers Code are Dr. Sinan Altug (Chief Executive Officer), Mark Dunwoodie (Chief Financial Officer) and Nick Pudney (Chief
Operating Officer).
18
RAKON / TARGET COMPANY STATEMENT / 2026

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10
(b) in which any Director or Senior Manager, or their associates, obtained a beneficial
interest under any Rakon employee share scheme or other remuneration
arrangement (including under Rakon’s Long Term Incentive Plan),
in the two-year period ending on the date of this Target Company Statement, together
with the price at which any such equity securities were issued or provided.
5.7 Except as set out in Schedule 3 to this Target Company Statement, no Director or Senior
Manager (or an associate of a Director or Senior Manager) has, during the two-year period
ending on the date of this Target Company Statement:
(a) been issued with any equity securities of Rakon; or

(b) obtained a beneficial interest in any equity securities of Rakon under any Rakon
employee share scheme or other remuneration arrangement (including under
Rakon’s Long Term Incentive Plan).
6. Trading in Rakon equity securities
6.1 Schedule 4 to this Target Company Statement sets out details of Rakon equity securities
acquired or disposed of during the six-month period ending on 18 February 2026 (being
the latest practicable date before the date of this Target Company Statement) by:
(a) any Director, Senior Manager or their associates; and

(b) to the knowledge of Rakon, any other person holding or controlling 5% or more of
any class of equity securities of Rakon.
6.2 Except as set out in Schedule 4 to this Target Company Statement:
(a) no Director, Senior Manager or associate of a Director or Senior Manager; or

(b) to the knowledge of Rakon, no other person holding or controlling 5% or more of
any class of equity securities of Rakon,
has acquired or disposed of equity securities of Rakon (or derivatives for which the
underlying is an equity security of Rakon) during the six-month period ending on
18 February 2026 (being the latest practicable date before the date of this Target
Company Statement).

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9
5.4 On 19 February 2026, Rakon was granted an exemption from clause 5(1)(b) of Schedule 2
of the Takeovers Code in so far as Rakon is required to disclose the number, designation,
and the percentage of Share Rights held by any person who holds or controls 5% or more
of a class of Share Rights to the extent that:
(a) such clause requires the disclosure of the number, designation, and the percentage
of Share Rights held or controlled by a person who is not a senior manager (as
defined in the Takeovers Code); and

(b) the person does not hold or control 5% or more of the total number of Share Rights,
(the Exemption).
5.5 The key reasons for granting the Exemption were:
4

(a) Simmons Corporate Finance Limited has provided an independent adviser’s report
under Rule 22 of the Takeovers Code which provides that the consideration for each
class of Share Rights (of $1.55) is fair and reasonable between those classes;

(b) due to the fracturing of the Share Rights into multiple (and much smaller) classes,
certain non-executive employees held more than 5% of a class of Share Rights but
less than 5% of the total number of Share Rights;

(c) Rakon has disclosed the number, designation, and the percentage of Share Rights
held by any person who holds or controls 5% or more of the total number of Share
Rights; and

(d) in light of all of the relevant circumstances, the Exemption would maintain a proper
balance of the cost of compliance with the Code and the benefits resulting from it.
5.6 Schedule 3 to this Target Company Statement sets out the number of equity securities of
Rakon:
(a) issued to any Director or Senior Manager, or their associates; or

4 The full statement of reasons is attached to the exemption notice which is available at https://www.takeovers.govt.nz/exemptions/individual-
exemptions/current-exemptions.

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12
(c) contacting or communicating in any way with any person known to have a relevant
interest in Rakon’s Shares until 13 August 2026 (being the date the term of the
Confidentiality Agreement ended), excluding ordinary course communications which
are not in connection with the potential acquisition and do not disclose confidential
information (the Non-Contact Clause),
in each case, except with the prior written consent of Rakon.
10.2 On 7 December 2025, Rakon and Bourns entered into an exclusivity agreement
(Exclusivity Agreement) under which Rakon agreed that neither it nor its representatives
would solicit, initiate or encourage any competing proposal or take any action that may
reasonably be expected to encourage or lead to a competing proposal.

10.3 The Exclusivity Agreement also varied the Confidentiality Agreement in the following
way:
(a) the Standstill Clause was extended until 7 June 2026;

(b) the Non-Solicitation Clause was extended until 7 December 2026;

(c) the Non-Contact Clause was extended to 7 June 2026; and

(d) the term of the Confidentiality Agreement was extended to 7 December 2027 (from
13 August 2026).
10.4 Prior to the Notice Date, the Independent Committee gave written consent for Bourns to
contact certain Rakon shareholders on a confidential basis to explore the possibility of
entering into a lock-up agreement and to make the Offer. Such consent was given as the
Independent Committee believed the Offer was sufficiently attractive that Shareholders
should have an opportunity to consider it and feedback from those Shareholders was that
they were supportive of an Offer being made.

10.5 Except as set out in paragraphs 10.1, to 10.4 above, no agreement or arrangement
(whether legally enforceable or not) has been made, or is proposed to be made, between
Bourns or any associates of Bourns, and Rakon or any related company of Rakon, in
connection with, in anticipation of, or in response to, the Offer.

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11
7. Acceptance of Offer by Directors and Senior Managers
Schedule 5 to this Target Company Statement sets out, as at the date of this Target
Company Statement, the name of each Director and Senior Manager, and each associate
of a Director and Senior Manager, who (to Rakon’s knowledge) has accepted or intends to
accept the Offer and the number of Shares or Share Rights in respect of which that person
has accepted, or intends to accept, the Offer.
8. Ownership of equity securities of Bourns and its related
companies
Neither Rakon nor any Director, Senior Manager or associate of a Director or Senior
Manager holds or controls any equity securities of Bourns or any related company of
Bourns.
9. Trading in equity securities of Bourns and its related companies
Neither Rakon, nor any Director, Senior Manager or associate of a Director or Senior
Manager has acquired or disposed of any equity securities of Bourns or any related
company of Bourns during the six-month period before 18 February 2026 (being the latest
practicable date before the date of this Target Company Statement).
10. Arrangements between Bourns and Rakon
10.1 On 13 August 2024, Rakon and Bourns entered into a confidentiality agreement (the
Confidentiality Agreement) under which Bourns agreed to keep information provided by
Rakon in connection with a potential acquisition by Bourns of all the shares in Rakon
confidential. The Confidentiality Agreement also restricted Bourns and its affiliates from:
(a) acquiring a relevant interest in Rakon’s Shares or making a takeover offer until
13 February 2025 (the Standstill Clause);

(b) soliciting or offering to employ or engage any person employed or engaged by
Rakon until 13 August 2025 (the Non-Solicitation Clause); or

21
RAKON / TARGET COMPANY STATEMENT / 2026

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14
(c) nothing in the Lock-Up Agreement confers on Bourns the ability, or right, to hold or
control the voting rights attaching to the Shares of the relevant Lock-Up Party and
no party will become the holder or controller of such voting rights except on
transfer of the Shares under the Offer;

(d) each Lock-Up Party agreed that, unless the Lock-Up Agreement is terminated in
accordance with its terms, it would not, in whole or in part, dispose of, or announce
the intention to so dispose of, or deal in any way with (including granting an option
over or interest in or encumbering) any of its Shares, except to accept the Offer;

(e) each Lock-Up Party agreed not to solicit, initiate, encourage, or engage in
discussions or negotiations with any third party in relation to any alternative offer or
proposal which would (if implemented) result in an effective change of control of
Rakon, and to cease any such discussions already underway;

(f) the Lock-Up Agreement will automatically terminate if Bourns withdraws the Offer
in accordance with the Takeovers Code, or if one of the conditions applicable to the
Offer is not fulfilled and the Offer lapses in accordance with Rule 25(4) of the
Takeovers Code; and

(g) notwithstanding paragraph (f) above, if any of the regulatory conditions (contained
in clause 4.2 of the Offer Document) remain unfulfilled on the unconditional date for
the Offer and the Offer lapses in accordance with Rule 25(4) of the Takeovers Code
and the parties agree, acting reasonably and based on legal advice, that it is
reasonably likely that the regulatory condition will be satisfied, then the Lock-Up
Agreement will not terminate and:
(i) Bourns will make a new offer on the same terms updated to reflect changes in
circumstances (New Offer); and
(ii) a Takeover Notice will be sent by Bourns to Rakon in compliance with Rule 41
of the Takeovers Code within 10 business days of the unconditional date which
includes the terms of the New Offer.
The terms of the Lock Up Agreement (other than the term described in this
paragraph (g)) will, with the necessary modifications, apply to the New Offer.

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13
11. Relationship between Bourns and Directors and Senior
Managers of Rakon
11.1 On 11 January 2026, Bourns entered into lock-up agreements with various Shareholders
(the Lock-Up Parties), pursuant to which, each Lock-Up Party agreed to accept, or procure
the acceptance of, the Offer (the Lock-Up Agreements). Included in the Lock-Up Parties
are the following Directors and Senior Managers or their associates:
(a) Brent Robinson (Director), in respect of 9,915, 414 Shares (constituting 4.32% of the
Shares);

(b) Darren Robinson,
5
in respect of 9,914,180 Shares (constituting 4.31% of the
Shares);

(c) Brent Robinson, Georgina Twyman and Darren Robinson as trustees of the
Ahuareka Trust, in respect of 25,393,124 Shares (constituting 11.05% of the
Shares); and

(d) Siward Crystal Technology Co. Limited,
6
in respect of 28,016,681 Shares
(constituting 12.19% of the Shares).
11.2 Under the Lock-Up Agreements:
(a) Bourns agreed to make the Offer at a price of NZ$1.55 in cash for each Share and
each Share Right, and subject to the other terms and conditions set out in the Offer
Document;

(b) subject to the Offer being made by Bourns, each Lock-Up Party agreed to accept, or
procure the acceptance of, the Offer on or before the later of:
(i) the date which is three business days after the date of despatch of the Offer to
Rakon's Shareholders, as notified by Bourns under Rule 45 of the Takeovers
Code; and
(ii) the second business day after the date on which the Offer is received by that
Lock-Up Party;

5. Darren Robinson may be an associate of a Director given his relationship with Brent Robinson.
6 Siward Crystal Technology Co. Limited may be an associate of a Director as Jung Meng Tseng is the President of Siward Crystal Technology Co.
Limited.

23
RAKON / TARGET COMPANY STATEMENT / 2026

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16
(a) on the date of completion of the takeover transaction (where “completion” means a
person becoming the owner or controller of more than 50% of the voting rights in
Rakon); or

(b) if the takeover offer is not completed (for example, due to a failure to satisfy the
minimum acceptance condition), within 10 business days after the closing date of
the offer or the date that the offer is withdrawn in compliance with the Takeovers
Code,
provided the relevant person has not given notice of their resignation or been terminated
for cause on or before the payment date described in paragraphs 12.3(a) or (b).
12.4 Under the Conditional Retention Letter, Rakon also agreed:
(a) to accelerate the long term incentive entitlements of certain employees (including
each Senior Manager) under the Long Term Incentive Plan and make a cash
payment to that employee (rather than issuing Shares) so that any Share Rights
which have not lapsed or vested are paid out on completion of a takeover
transaction;
8
and

(b) to accelerate the short term incentive entitlements of certain employees (including
each Senior Manager) and make a cash payment pro-rated to the portion of the
relevant performance period that has elapsed based on 100% achievement of
targets, on the date of completion of a takeover transaction.
9

Employment agreements
12.5 Each Senior Manager has a change of control provision in their employment agreement
which provides that they will be entitled to payment of an amount equivalent to six
months’ base salary if they give written notice of their intention to terminate their
employment within six months after the effective date of a change of control of Rakon
(being a change in the ownership of a majority of the shares in Rakon).

8. Share Rights subject to terms which have been varied by the Conditional Retention Letter may be transferred to Bourns under the Offer (under the
amended Long Term Incentive Plan terms) or paid out on completion of the Offer, but not both.
9. Under the Conditional Retention Letter, completion of a takeover transaction includes the date on which a person (alone or with its associates)
becomes the ultimate beneficial owner or effective controller of more than 50% of the voting rights in, or economic ownership of, Rakon.

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15
11.3 Except as set out in paragraphs 11.1 and 11.2 above, no agreement or arrangement
(whether legally enforceable or not) has been made, or is proposed to be made, between
Bourns or any associate of Bourns, and any Director or Senior Manager or any of the
directors or senior managers of any related company of Rakon (including payment or other
benefit proposed to be made or given by way of compensation for loss of office, or as to
their remaining in or retiring from office) in connection with, in anticipation of, or in
response to the Offer.
7

11.4 None of the Directors or Senior Managers are also directors or senior managers of Bourns,
or a related company of Bourns.
12. Agreement between Rakon, and Directors and Senior Managers
Amendment of the Long Term Incentive Plan terms

12.1 Rakon operates a long term incentive plan (the Long Term Incentive Plan) under which
eligible employees are offered Share Rights to acquire Shares (for nil consideration).
Further information about the Share Rights is set out in paragraph 17.3 to 17.10. Prior to
the amendment described in the following sentence, the terms of the Long Term Incentive
Plan provided that Share Rights could not be transferred or assigned by any participant in
the Plan to any other person. On 18 February 2026, Rakon amended the terms of the
Long Term Incentive Plan to allow Share Rights to be transferred to Bourns under the
Offer.

Conditional Retention Letter

12.2 On 22 August 2025, the Board issued a conditional retention letter to certain employees
setting out retention arrangements in the event of Rakon receiving or progressing a
takeover transaction, in order to provide certainty to key staff and to facilitate retention of
key staff during the period when a proposal is being considered or a transaction is being
implemented (the Conditional Retention Letter).

12.3 Under the Conditional Retention Letter, Rakon has agreed to pay one-off retention
payments to the Chief Executive Offer (in the amount of $360,500), the Chief Financial
Officer (in the amount of $128,235) and the Chief Operating Officer (in the amount of
$126,690) in certain circumstances, including where a person makes a full takeover offer
for Rakon under the Takeovers Code. The one-off retention payment will become
payable:

7. This information is based on responses to questionnaires circulated to the Directors and Senior Managers by Rakon after receipt of Bourns’
Takeover Notice.
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RAKON / TARGET COMPANY STATEMENT / 2026

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18
13A. Interests of Rakon’s substantial security holders in material
contracts of Bourns or its related companies
13A.1 Bourns is party to Lock-Up Agreements with various persons who hold or control 5% or
more of a class of equity securities of Rakon. The relevant persons (and their monetary
interest in the relevant Lock-Up Agreement) are either set out in the table in paragraph
13.1 above or are set out in the table below. The material terms of the Lock-Up
Agreements are set out in paragraph 11.2 above.
Party to the Lock-Up
Agreement
Number of Shares
(% of class)
Payment if Offer
completes
Wairahi Investments
Limited and Wairahi
Holdings Limited
11

16,785,000 (7.30%) $26,016,750.00

13A.2 Except as set out in paragraph 13A.1 above, no person who, to the knowledge of the
Directors or the Senior Managers holds or controls 5% or more of any class of equity
securities of Rakon, has an interest in any material contract to which Bourns, or any related
company of Bourns, is a party.
12

14. No additional information
The information in the Offer Document is the responsibility of Bourns. In the opinion of the
Independent Directors, there is no additional information within the knowledge of Rakon
required to make the information in the Offer Document correct or not misleading.

11. Michael Daniel is the sole director and shareholder of Wairahi Investments Limited (that holds 13,835,000 Shares) and Wairahi Holdings Limited
(that holds 2,950,000 Shares).
12. This information is based on responses to questionnaires circulated to persons who hold or control 5% or more of the Shares by Rakon after
receipt of Bourns’ Takeover Notice.

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17
12.6 Except as set out in paragraphs 12.1 to 12.5 above, no agreement or arrangement
(whether legally enforceable or not) has been made, or is proposed to be made, between
Rakon or any related company of Rakon, and any of the directors or senior managers or
their associates of Rakon or any related company of Rakon, under which a payment or
other benefit may be made or given by way of compensation for loss of office, or as to
their remaining in or retiring from office in connection with, in anticipation of, or in
response to, the Offer.
13. Interests of Directors and Senior Managers of Rakon in contracts
of Bourns or its related companies
13.1 As set out in paragraph 11.1 above, Bourns is a party to various Lock-Up Agreements with
a Director or Senior Manager or their associates. The material terms of the Lock-Up
Agreements are set out in paragraph 11.2 above. If the Offer is declared unconditional
and completes at the purchase price of $1.55 per Share and Share Right, the amounts that
will be payable to the relevant Directors or Senior Managers or their associates are set out
in the table below.
Party to the Lock-Up
Agreement
Number of Shares
(% of class)
Payment if Offer
completes
Brent Robinson 9,915,414 (4.32%) $15,368,891.70
Darren Robinson 9,914,180 (4.31%) $15,366,979.00
Brent Robinson,
Georgina Twyman and
Darren Robinson as
trustees of the
Ahuareka Trust
25,393,124 (11.05%) $39,359,342.20
Siward Crystal
Technology Co. Limited
28,016,681 (12.19%) $43,425,855.55

13.2 Except as set out in paragraph 13.1 above, no Director or Senior Manager or any of their
associates has an interest in any contract to which Bourns, or any related company of
Bourns, is a party.
10

10. This information is based on responses to questionnaires circulated to the Directors and Senior Managers by Rakon after receipt of Bourns’
Takeover Notice.
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20
(c) an acquisition of equity securities by, or of, Rakon or any of its related companies; or

(d) any material change in the issued equity securities of Rakon, or the policy of the
Rakon Board relating to distributions of Rakon.
17. Equity securities of Rakon
Shares

17.1 As at the date of this Target Company Statement, Rakon has 229,809,013 Shares on
issue. All Shares currently on issue are fully paid.

17.2 Subject to the NZX Listing Rules and Rakon’s constitution, each Share confers upon the
holder the right to:
(a) an equal share in dividends authorised by the Board;

(b) an equal share in the distribution of surplus assets on liquidation of Rakon;

(c) participate in certain further issues of equity securities of Rakon; and

(d) cast one vote on a show of hands or the right to cast one vote per share on a poll, at
a meeting of Shareholders on any resolution, including a resolution to:
(i) appoint or remove a director or auditor;
(ii) alter Rakon’s constitution;
(iii) approve a major transaction by Rakon;
(iv) approve an amalgamation involving Rakon; and
(v) put Rakon into liquidation.
Share Rights

17.3 As at the date of this Target Company Statement, Rakon has 2,910,613 unlisted share
rights to acquire Shares under Rakon’s Long Term Incentive Plan to certain eligible
employees (the Share Rights). The Share Rights are non-voting securities. Each Share
Right entitles the holder to acquire one Share on vesting, without the need for the
payment of consideration, subject to the terms of the Long Term Incentive Plan.

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19
15. Recommendation
15.1 The Independent Directors have carefully considered a full range of expert advice
available to them (including Calibre Partners’ Independent Adviser’s Report on the merits
of the Offer) and unanimously recommend that Shareholders and holders of Share Rights
should ACCEPT the Offer.
13

15.2 The key reasons for the Independent Directors’ recommendation are set out in section 1 of
this Target Company Statement (Reasons for the Independent Directors’
recommendation).

15.3 Directors Brent Robinson and Jung Meng Tseng each have a potential conflict of interest
and therefore are not making a recommendation on whether to accept or reject the Offer.
Brent Robinson is a substantial shareholder of Rakon and has accepted the Offer in
respect of all the Shares he holds or controls.
14
Jung Meng Tseng is the President of
Siward Crystal Technology Co. Limited, a substantial shareholder of Rakon that has
accepted the Offer in respect of all the Shares it holds or controls.

15.4 You are encouraged to read this Target Company Statement and the Independent
Adviser’s Report from Calibre Partners carefully and in full.
16. Actions of Rakon
16.1 Other than the agreements summarised in paragraphs 10.1 to 10.4, there are no material
agreements or arrangements (whether legally enforceable or not) of Rakon or any related
company of Rakon entered into as a consequence of, in response to, or in connection with,
the Offer.

16.2 There are no negotiations underway as a consequence of, in response to, or in connection
with the Offer that relate to, or could result in:
(a) an extraordinary transaction, such as a merger, amalgamation or reorganisation,
involving Rakon or any of its related companies;

(b) the acquisition or disposition of material assets by Rakon or any of its related
companies;

13. The Independent Directors may change their recommendation if a higher value alternative proposal emerges or if for any reason the Offer price
ceases to be within the Independent Adviser’s valuation range. The Independent Directors consider that it is unlikely that such an alternative
proposal will emerge during the Offer period.
14. Brent Robinson holds Shares in his personal capacity and also as trustee of Ahuareka Trust. Brent Robinson is also a beneficiary of Ahuareka
Trust.

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22
(b) a Share Right has no entitlement to any dividend and no voting rights;

(c) a Share Right is not transferable or assignable, other than to Bourns pursuant to the
Offer;

(d) upon the vesting of a Share Right, Rakon must issue a Share to, or procure the
transfer of a Share to, the Share Rights holder;

(e) no payment is required to be made by the Share Rights holder upon receipt of the
Share; and

(f) a Share Right will lapse and be immediately forfeited if the vesting conditions are
not met within the prescribed period or if the holder ceases to be employed by
Rakon.
18. Financial information
18.1 A copy of Rakon’s most recent annual report (being the annual report for the period ended
31 March 2025) is available on Rakon’s website at www.rakon.com/investors/reports-
presentations-events.

18.2 Each person to whom the Offer is made may also request a non-electronic copy of that
annual report from Rakon by making a written request to investors@rakon.com or,
alternatively, by making a written request to Computershare Investor Services Limited
(enquiry@computershare.co.nz) (Please include ‘Rakon Limited 2025 Annual Report’ in
the email subject line).

18.3 Rakon’s most recent half-yearly report since its annual report for the year ended
31 March 2025 (being the half-yearly report for the six months ended
30 September 2025) is available on Rakon’s website at
www.rakon.com/investors/reports-presentations-events. A non-electronic copy of the
half-yearly report will be sent to any Shareholder on request.

18.4 No interim report has been issued since the issue of the half yearly report for the six
months ended 30 September 2025.

18.5 Since its annual report for the financial year ended 31 March 2025, and as disclosed in its
half-year results for the six months ended 30 September 2025 released on 28 November
2025 (HY26), there have been the following material changes in the financial or trading
position, or prospects, of Rakon:
(a) financial performance (HY26 compared to the prior comparable period):

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21
17.4 This total includes 1,014,000 Share Rights granted in the 2025 financial year (the FY25
Share Rights) and 1,896,613 Share Rights granted in the 2026 financial year (the FY26
Share Rights).

17.5 The vesting conditions for the FY25 Share Rights are all the same and, in broad terms,
were:
(a) Rakon’s total shareholder return (TSR) exceeding a defined threshold; and

(b) the relevant participant remaining an employee of Rakon.
17.6 The vesting conditions for the FY26 Share Rights are different for executive and non-
executive employees:
(a) for executives, the vesting conditions are TSR and continued employment (i.e.,
similar to the FY25 Share Rights); and

(b) for non-executives, the only vesting condition is continued employment.
17.7 On 22 August 2025, the Board issued the Conditional Retention Letters (referred to in
paragraph 12.2 above).

17.8 As a result of the above, there are five classes of Share Rights:
(a) FY25 Share Rights not varied by a Conditional Retention Letter;

(b) FY25 Share Rights varied by a Conditional Retention Letter;

(c) FY26 Share Rights – granted to non-executives and not varied by a Conditional
Retention Letter;

(d) the FY26 Share Rights – granted to executives and varied by a Conditional
Retention Letter; and

(e) the FY26 Share Rights – granted to non-executives and varied by a Conditional
Retention Letter.
17.9 On 18 February 2026, the Rakon Board amended the terms of the Long Term Incentive
Plan to allow the Share Rights to be transferred to Bourns under the Offer.

17.10 The key terms of the Share Rights are:
(a) a Share Right is a right to be issued or take a transfer of a Share upon the vesting of
the Share Right;

31
RAKON / TARGET COMPANY STATEMENT / 2026

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24
(c) operational and trading developments disclosed in the same period:
(i) telecommunications revenue recovered strongly in HY26 (up 49% on the prior
comparable period) as market conditions improved and customer ordering
resumed; and Positioning revenue improved (up 14% on the prior comparable
period);
(ii) Aerospace & Defence revenue increased (up 20% on the prior comparable
period) and management has referenced a contracted order backlog exceeding
$75 million, which is the largest in Rakon’s history;
(iii) Rakon completed the expansion of its French manufacturing facility to add
capacity for A&D programmes;
(iv) on 8 October 2025, Rakon announced that it had completed internal testing
and the initial ramp-up for volume production of the Mercury+ product line at
its Bengaluru, India manufacturing facility, following transfer from New
Zealand. Rakon has publicly referenced that this milestone is expected to
support improved manufacturing efficiency and competitive product costs;
(v) Rakon has publicly referenced that AI & Data Centre revenue increased by 50%
in HY26 compared to the prior comparable period, with a meaningful
contribution expected in FY26 as programmes expand;
(vi) Rakon has also publicly referenced that approximately 25% of the New
Zealand-based Commercial BU volume has now been transferred to India and
that ~$2 million of margin uplift has already been realised from the first
tranche of transfers;
(vii) in November 2025, Rakon completed the renewal of its debt facility with
HSBC; and
(viii) the HY26 interim report also records a post-balance date drawdown (1
October 2025) of an additional US$5.5 million under the HSBC facility to
support working capital and planned capital expenditure, and notes that Rakon
reviewed and refinanced its debt facilities with HSBC in November 2025; and
(d) outlook and guidance: in releasing the HY26 results, management reaffirmed FY26
Underlying EBITDA guidance of $15 million to $24 million and noted that earnings
are expected to be skewed toward the second half of FY26.

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23
(i) revenue for HY26 was $54.2 million, an increase of 30% compared to the prior
comparable period;
(ii) gross margin increased to 48.8% (from 37.8%), with gross profit of
$26.5 million (up from $15.7 million);
(iii) total operating expenses for HY26 were $29.6 million (compared to
$30.0 million). As revenue growth materially outpaced cost growth, operating
leverage improved and operating loss reduced to $4.1 million (from
$15.8 million);
(iv) underlying EBITDA was $3.6 million (compared to an underlying EBITDA loss
of $7.3 million; and
(v) net loss after tax was $3.0 million (compared to a net loss after tax of
$10.4 million);
(b) cash flow, capital investment and balance sheet movements (HY26 and the period
since FY25 year-end):
(i) net cash flow from operating activities for HY26 was $6.4 million and capital
expenditure was $7.9 million;
(ii) cash and cash equivalents were $12.4 million at 30 September 2025 (31
March 2025: $15.3 million);
(iii) inventories were $56.6 million at 30 September 2025 (31 March 2025:
$46.4 million), reflecting inventory build to support improving demand and
program deliveries;
(iv) trade and other payables were $45.5 million at 30 September 2025 (31 March
2025: $29.2 million), reflecting higher activity levels and normal phasing of
supplier payments;
(v) non-current borrowings were $10.3 million at 30 September 2025 (31 March
2025: $11.0 million); and
(vi) current borrowings were $1.2 million at 30 September 2025 (31 March 2025:
$1.4 million);

33
RAKON / TARGET COMPANY STATEMENT / 2026

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26
20.2 The Independent Adviser’s Report refers to the valuation of Rakon. The basis of
computation and key assumptions on which that valuation is based is set out in the
Independent Adviser’s Report.
21. Prospective financial information
21.1 The Independent Adviser’s Report contains prospective financial information in relation to
Rakon. The principal assumptions on which the prospective financial information is based
are set out in the Independent Adviser’s Report.

21.2 The Independent Adviser’s Report sets out certain details of Rakon’s internal forecasts for
the 2026 to 2030 financial years. In considering forecast information, Shareholders
should note that forecasts were prepared for internal management purposes only and
were not prepared for, or with the intention of giving, guidance as to the expected future
financial performance of Rakon. Accordingly, the basis of preparation of the forecasts,
while appropriate for internal management purposes, may differ from the basis which
would be adopted when preparing prospective financial information for external reporting
purposes. Shareholders should also note paragraph 27(e) of this Target Company
Statement.

21.3 Other than the prospective financial information referred to in paragraph 21.1 above, this
Target Company Statement does not refer to any other prospective financial information
about Rakon.
22. Sales of unquoted equity securities under Offer
22.1 The Share Rights which are the subject of the Offer are not quoted on a stock exchange.

22.2 No Share Rights have been disposed of in the 12-month period ending on 18 February
2026 (being the latest practicable date before the date of this Target Company
Statement).
23. Market prices for quoted equity securities under Offer
23.1 The Shares are quoted on the NZX Main Board.

23.2 The closing price on the NZX Main Board of the Shares on:
(a) 18 February 2026, being the latest practicable working day before the date on
which this Target Company Statement is sent to Shareholders, was NZ$1.47; and

(b) 9 January 2026, being the last day on which the NZX was open for business before
the date on which Rakon received Bourns’ takeover notice, was NZ$0.90.

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25
18.6 Other than as set out elsewhere in this Target Company Statement, or as contained in the
Independent Adviser’s Report:
(a) as at 18 February 2026 (being the latest practicable date prior to the date of this
Target Company Statement), there have been no other known material changes in
the financial or trading position, or prospects, of Rakon since the 31 March 2025
annual report; and

(b) there is no other information about the assets, liabilities, profitability and financial
affairs of Rakon that could reasonably be expected to be material to the making of a
decision by Shareholders to accept or reject the Offer.
19. Independent advice on merits of Offer
19.1 Calibre Partners is the independent adviser who has provided a report under Rule 21 of
the Takeovers Code on the merits of the Offer. A copy of Calibre Partners’ Independent
Adviser’s Report accompanies this Target Company Statement.

19.2 To the maximum extent permitted by law, Rakon and its related companies and their
respective directors, officers, employees and advisers do not assume any responsibility for
the accuracy or completeness of the opinions, analysis and conclusions contained in the
Independent Adviser’s Report prepared by Calibre Partners.
19A. Different classes of securities
19A.1 Simmons Corporate Finance Limited is the independent adviser who has provided a report
under Rule 22 of the Takeovers Code to compare the consideration and terms offered for
the different classes of financial products and to certify as to the fairness and
reasonableness of that consideration and terms as between the different classes.

19A.2 A copy of Simmons Corporate Finance Limited’s Rule 22 report accompanies this Target
Company Statement.

19A.3 To the maximum extent permitted by law, Rakon and its related companies and their
respective directors, officers, employees and advisers do not assume any responsibility for
the accuracy or completeness of the opinions, analysis and conclusions contained in the
independent adviser’s report prepared by Simmons Corporate Finance Limited.
20. Asset valuations
20.1 No information provided in this Target Company Statement refers to a valuation of any
asset of Rakon.

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RAKON / TARGET COMPANY STATEMENT / 2026

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28
26. Interpretation
26.1 In this Target Company Statement:
Board means the board of directors of Rakon;
Bourns means Bourns, Inc.;
Conditional Retention Letter has the meaning given to that term in paragraph 12.2 of
section 2 of this Target Company Statement;
Director means a director of Rakon;
Exemption has the meaning given to that term in paragraph 5.4 of section 2 of this Target
Company Statement;
Independent Adviser means Calibre Partners;
Independent Adviser’s Report means the report prepared by the Independent Adviser on
the merits of the Offer under Rule 21 of the Takeovers Code, which accompanies this
Target Company Statement;
Independent Committee means the committee of the Board formed to manage Rakon’s
response to the Offer, comprising Christopher Swasbrook and Gregor Barclay;
Independent Directors means Christopher Swasbrook, Gregor Barclay and Peter Baines;
Long Term Incentive Plan has the meaning given to that term in paragraph 12.1 of
section 2 of this Target Company Statement;
Lock-Up Parties has the meaning given to that term in paragraph 11.1 of section 2 of this
Target Company Statement;
Lock-Up Agreements has the meaning given to that term in paragraph 11.1 of section 2
of this Target Company Statement;
Notice Date means 11 January 2026 (being the date that Rakon received the Takeover
Notice from Bourns);
NZ$ or $ means New Zealand dollars;
NZX means NZX Limited;
NZX Main Board means the main board equity securities exchange operated by NZX;

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27
23.3 The highest and lowest closing market prices of the Shares on the NZX Main Board (and
the relevant dates) during the six months before the Notice Date, were as follows:
(a) the highest closing market price was NZ$0.90 (on 28 July 2025 and
9 January 2026); and

(b) the lowest closing market price was NZ$0.70 (on 11 July 2025).
23.4 During the six-month period before the Notice Date, Rakon did not issue any equity
securities or make any changes to any equity securities on issue or make any distributions
which could have affected the market prices of Shares referred to above.

23.5 There is no other information about the market price of the Shares that would reasonably
be expected to be material to the making of a decision by Shareholders to accept or reject
the Offer.
24. Other material information
24.1 The following information is considered by the Independent Directors to be information
that could reasonably be expected to be material to the making of a decision by
Shareholders or holders of Share Rights as to whether to accept or reject the Offer:
(a) if Bourns increases the price of the Offer in respect of Shares or Share Rights,
Bourns must provide the increased price to all Shareholders whose Shares or
holders of Share Rights whose Share Rights (as applicable) are acquired under the
Offer, whether or not the Shareholder, or holder of Share Rights, accepted the Offer
before or after the price was increased; and

(b) payment for Shares or Share Rights (as applicable) in respect of which the Offer is
accepted will only be made by Bourns within five working days of the latest of
(i) the date on which the relevant acceptance is received, (ii) the date on which the
Offer becomes unconditional or (iii) 23 March 2026.
25. Approval of this Target Company Statement
25.1 The contents of this Target Company Statement have been approved by the Independent
Directors of Rakon (being Christopher Swasbrook, Gregor Barclay and Peter Baines), who
have been delegated with authority by the Directors to do so.

25.2 As disclosed in paragraph 15.3, Brent Robinson and Jung Meng Tseng have a potential
conflict of interest in respect of the Offer. As a result, they have not approved this Target
Company Statement.
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RAKON / TARGET COMPANY STATEMENT / 2026

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30
(b) Reliance on information: In preparing this Target Company Statement, Rakon has
relied on the completeness and accuracy of the information in the Offer Document
and the information provided to it by or on behalf of various persons, including
Rakon’s Directors and Senior Managers, Shareholders holding or controlling 5% or
more of the Shares, and Bourns.

(c) Your decision: You are responsible for making your own decision as to whether to
accept the Offer. This Target Company Statement does not take into account your
individual investment objectives, financial or tax situation or needs. If you have
questions or if you are in doubt as to what you should do in respect of the Offer, you
should seek your own professional advice.

(d) Websites: References in this Target Company Statement to any website are for
informational purposes only. To the extent permitted by law, Rakon and its
Directors and Senior Managers do not assume responsibility for the contents of any
such website.

(e) Forward looking statements:
(i) This Target Company Statement (including the Independent Adviser’s Report)
contains certain forward-looking statements. These statements generally may
be identified by the use of forward-looking words such as: aim, anticipate,
believe, estimate, expect, forecast, foresee, future, intended, likely, may,
planned, potential, projection, should and other similar words.
(ii) You should be aware that there are risks (known and unknown), uncertainties,
assumptions and other important factors that could cause actual conduct,
results, performance or achievements of Rakon to be materially different to the
future conduct, results, performance or achievements expressed or implied by
any forward looking statements.
(iii) Future conduct, results, performance or achievements could be materially
different from historical conduct, results, performance or achievements. Such
deviations are both normal and to be expected.
(iv) No person, including the Directors and the Senior Managers of Rakon, gives
any warranty, representation or assurance that any conduct, results,
performance or achievements expressed or implied by any forward looking
statements in this Target Company Statement (including the Independent
Adviser’s Report) will actually occur.
(f) Bourns’ shareholding in Rakon: Bourns is required to file substantial product
holder notices that promptly disclose certain increases in acceptances to the Offer.
Those notices can be found on the NZX website (www.nzx.com) under the code
‘RAK’.

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29
Offer has the meaning given to that term in paragraph 2.1 of section 2 of this Target
Company Statement;
Offer Document has the meaning given to that term in paragraph 2.2 of section 2 of this
Target Company Statement;
Rakon means Rakon Limited;
Senior Manager has the meaning given to that term in paragraph 5.2 of section 2 of this
Target Company Statement;
Shareholders means the holders of Shares which are the subject of the Offer by Bourns;
Share Rights has the meaning given to that term in paragraph 17.3 of section 2 of this
Target Company Statement;
Shares means ordinary shares in Rakon;
Takeovers Act means the Takeovers Act 1993;
Takeovers Code means the takeovers code approved in the Takeovers Regulations 2000
(SR 2000/210) as amended, including any applicable exemption granted by the Takeovers
Panel under the Takeovers Act;
Takeover Notice means the takeover notice Rakon received from Bourns on 11 January
2026; and
Target Company Statement has the meaning given to that term in paragraph 1 of
section 2 of this Target Company Statement.
26.2 Words and expressions defined in the Takeovers Act or the Takeovers Code and not
otherwise defined in this Target Company Statement have the same meaning when used
in this Target Company Statement.
27. Miscellaneous
(a) Rounding: All shareholding percentages in this Target Company Statement are
rounded to two decimal places unless stated otherwise.

39
RAKON / TARGET COMPANY STATEMENT / 2026

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31
28. Certificate
To the best of our knowledge and belief, after making proper enquiry, the information
contained in or accompanying this Target Company Statement is, in all material respects,
true and correct and not misleading, whether by omission of any information or otherwise,
and includes all the information required to be disclosed by Rakon under the Takeovers
Code.
SIGNED by:
______________________________
Gregor Barclay
Director of Rakon

_________________________________
Christopher Swasbrook
Director of Rakon

_________________________________
Sinan Altug
Chief Executive Officer of Rakon

_________________________________
Mark Dunwoodie
Chief Financial Officer of Rakon

41
RAKON / TARGET COMPANY STATEMENT / 2026

SCHEDULES 1-5
RELATING TO TAKEOVERS CODE
DISCLOSURES
42
RAKON / TARGET COMPANY STATEMENT / 2026

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32
Schedule 1: Equity securities owned by Directors, Senior Managers
and their associates (paragraph 5.2)
Name Description
Class of equity
security
Number of
equity
securities held
or controlled
Percentage of
class
Percentage of
all Share
Rights
Brent
Robinson
15

Director Shares 35,308,538 15.36% N/A
Darren
Robinson
16

Associate of a
Director (Brent
Robinson)
Shares 35,307,304 15.36% N/A
Georgina
Susan
Twyman
17

Associate of a
Director (Brent
Robinson)
Shares 25,396,198 11.05% N/A
Marjorie
Robinson
Associate of a
Director (Brent
Robinson)
Shares 425,665 0.19% N/A
Adam
Robinson
Associate of a
Director (Brent
Robinson)
Shares 27,044 0.01% N/A
Share Rights
FY25 varied
60,000 8.42%
8.55%
Share Rights
FY26 exec
varied
188,755 12.17%

15. Brent Robinson holds 9,915,414 Shares in his personal capacity and a further 25,393,124 Shares as a trustee of the Ahuareka Trust (of which he
is also a beneficiary).
16. Darren Robinson holds 9,914,180 Shares in his personal capacity and a further 25,393,124 Shares as a trustee of the Ahuareka Trust (of which
he is also a beneficiary).
17. Georgina Susan Twyman holds 3,074 Shares in her personal capacity and a further 25,393,124 Shares as a trustee of the Ahuareka Trust (of
which she is also a beneficiary).

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RAKON / TARGET COMPANY STATEMENT / 2026

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33
Name Description
Class of equity
security
Number of
equity
securities held
or controlled
Percentage of
class
Percentage of
all Share
Rights
Zachary
Robinson
Associate of a
Director (Brent
Robinson)
Shares 3,750 0.00% N/A
Siward Crystal
Technology
Co., Limited
18

Associate of a
Director (Jung
Meng Tseng)
Shares 28,016,681 12.19% N/A
Public Trust as
Custodian for
Elevation
Capital Global
Shares Fund
19

Associate of a
Director
(Christopher
Swasbrook)
Shares 1,350,000 0.59% N/A
Dr. Sinan
Altug
Senior Manager
Shares 230,000 0.10% N/A
Share Rights
FY25 varied
295,000 41.40%
25.28%
Share Rights
FY26 exec
varied
440,679 28.42%
Asli Doğrusöz
Associate of a
Senior Manager
(Dr. Sinan
Altug)
Shares 547,120 0.24% N/A

18. Jung Meng Tseng is the President of Siward Crystal Technology Co., Limited. He does not personally have a relevant interest in Shares.
19. Christopher Swasbrook has power to influence the Shares held by Public Trust as Custodian for Elevation Capital Global Shares Fund as
portfolio manager and director of Elevation Capital Global Shares Fund. An independent subcommittee of directors at Elevation Capital (not
including Christopher Swasbrook) has been set up to manage this position in conjunction with the supervisor (Public Trust) as a direct result of the
takeover proposal.

44
RAKON / TARGET COMPANY STATEMENT / 2026

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34
Name Description
Class of equity
security
Number of
equity
securities held
or controlled
Percentage of
class
Percentage of
all Share
Rights
Ali Doğrusöz
Associate of a
Senior Manager
(Dr. Sinan
Altug)
Shares 50,000 0.02% N/A
Nick Pudney
Senior Manager
Share Rights
FY25 varied
75,000 10.53%
10.18%
Share Rights
FY26 exec
varied
221,239 14.27%
Mark
Dunwoodie
Senior Manager
Share Rights
FY25 varied
50,000 7.02%
9.41%
Share Rights
FY26 exec
varied
223,937 14.44%

Notes:
(1) This information is taken from responses to questionnaires circulated to the Directors and Senior Managers by Rakon after receipt
of Bourns’ Takeover Notice.
(2) The percentage numbers are rounded to two decimal places.

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RAKON / TARGET COMPANY STATEMENT / 2026

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35
Schedule 2: Equity securities owned by holders or controllers of 5%
or more of any class of equity securities (paragraph 5.3)

Name of holder or
controller
Class of equity
security
Number of
equity securities
held or
controlled
Percentage
of class
Percentage
of all Share
Rights
Michael Daniel
20
Shares 16,785,000 7.30% N/A
Wairahi Investments
Limited
Shares 13,835,000 6.02% N/A
New Zealand Central
Securities Depository
Limited
Shares 16,929,856 7.37% N/A
Michael McIlroy
Share Rights
FY25 varied
90,000 12.63%
9.02%
Share Rights
FY26 exec varied
172,674 11.14%
Chloe Gautrin
Share Rights
FY25 varied
50,000 7.02%
8.67%
Share Rights
FY26 exec varied
202,353 13.05%
Maureen Shaddick
Share Rights
FY25 varied
60,000 8.42%
5.52%
Share Rights
FY26 exec varied
100,727 6.50%
Notes:
(1) This information is taken from responses to questionnaires circulated to the persons holding or controlling 5% or more of a class of equity
securities in Rakon after receipt of Bourns’ Takeover Notice and Rakon’s Share register and Share Rights register.
(2) The percentage numbers are rounded to two decimal places.
(3) Where the number and the percentage of each class of equity securities held or controlled by a person is disclosed in Schedule 1 to this Target
Company Statement, those details are not duplicated here.
(4) See paragraphs 5.4 and 5.5 for details about the Exemption Rakon received relating to clause 5(1)(b) of Schedule 2 of the Takeovers Code.

20. Michael Daniel is the sole director and shareholder of Wairahi Investments Limited (that holds 13,835,000 Shares) and Wairahi Holdings Limited
(that holds 2,950,000 Shares).
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RAKON / TARGET COMPANY STATEMENT / 2026

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36
Schedule 3: Equity securities issued to Rakon’s Directors and Senior
Managers or in which Rakon’s Directors and Senior Managers have
obtained a beneficial interest under any employee share scheme or
other remuneration arrangement (paragraph 5.6)
Name Description
Class of
equity
securities
Number of
equity
securities
issued
Issue
price
Date of
issue
Percentage
of all Share
Rights
Adam
Robinson
Associate of a
Director
(Brent
Robinson)
Shares 27,044 Nil 23/9/2025 N/A
Share
Rights
FY25 varied
60,000 Nil 21/3/2025
8.55%
Share
Rights
FY26 exec,
varied
188,755 Nil 25/9/2025
Dr. Sinan
Altug
Senior
Manager
Shares 180,000 Nil 23/9/2025 N/A
Share
Rights
FY25 varied
295,000 Nil 21/3/2025
25.28%
Share
Rights
FY26 exec,
varied
440,679 Nil 25/9/2025
Nick
Pudney
Senior
Manager
Share
Rights
FY25 varied
75,000 Nil 21/3/2025
10.18%
Share
Rights
FY26 exec,
varied
221,239 Nil 25/9/2025
Mark
Dunwoodie
Senior
Manager
Share
Rights
FY25 varied
50,000 Nil 21/3/2025
9.41%
Share
Rights
FY26 exec,
varied
223,937 Nil 25/9/2025
Notes:
(1) This information is based on (i) responses to questionnaires circulated to the Directors and Senior Managers by Rakon after receipt of Bourns’
Takeover Notice and (ii) substantial product holder notices filed with NZX.

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37
Schedule 4: Trading in equity securities in Rakon (paragraph 6)
Name Description
Disposal
or
acquisition
Number of
equity
securities
acquired or
disposed of
Date / week of
transaction(s)
Consideration
per equity
security
Georgina
Susan
Twyman
Associate of a
Director (Brent
Robinson)
Disposal 1, 000 17/11/2025 $0.77
Michael
Daniel
(through
Wairahi
Holdings
Limited)
>5% holder or
controller
Acquisition
50,000 6/8/2025 $0.79
25,000 13/8/2025 $0.80
466 25/9/2025 $0.80
24,534 29/9/2025
$0.83
(VWAP)
50,000 6/10/2025
$0.84
(VWAP)
Wairahi
Investments
Limited
>5% holder or
controller
Acquisition
75,000 1/12/2025
$0.88
(VWAP)
25,000 8/12/2025
$0.81
(VWAP)
500,000 16/1/2026 $1.40
135,000 20/1/2026 $1.40

Notes:
(1) This information is based on (i) responses to questionnaires circulated to the Directors and Senior Managers by Rakon after receipt of Bourns’ Takeover
Notice and (ii) substantial product holder notices filed with NZX.
(2) VWAP means volume weighted average price (in respect of multiple transactions in a single week).
(3) Only Shares were traded. No Share Rights were acquired or disposed of during the six-month period ending on 18 February 2026 (being the latest
practicable date before the date of this Target Company Statement).
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38

Schedule 5: Acceptance of Offer by Directors and Senior Managers
(paragraph 7)
Name Description Designation Number
Brent Robinson
Director Shares 35,308,538
Darren Robinson
Associate of a Director
(Brent Robinson)
Shares 35,307,304
Georgina Susan
Twyman
Associate of a Director
(Brent Robinson)
Shares 25,396,198
Marjorie Robinson
Associate of a Director
(Brent Robinson)
Shares 425,665
Adam Robinson
Associate of a Director
(Brent Robinson)
Shares 27,044
Share Rights FY25
varied
60,000
Share Rights FY26,
exec varied
188,755
Zachary Robinson
Associate of a Director
(Brent Robinson)
Shares 3,750
Siward Crystal
Technology Co.,
Limited
Associate of a Director
(Jung Meng Tseng)
Shares 28,016,681

Notes:
(1) This information is taken from responses to questionnaires circulated to the Directors and Senior Managers by Rakon after receipt
of Bourns’ Takeover Notice.

49
RAKON / TARGET COMPANY STATEMENT / 2026

Rakon Limited
Independent Adviser’s Report
February 2026

STATEMENT OF INDEPENDENCE
Calibre Partners confirms that it:
• has no conflict of interest that could affect its ability to provide an unbiased report; and
• has no direct or indirect pecuniary or other interest in the proposed transaction considered in this report, including
any success or contingency fee or remuneration, other than to receive the cash fee for providing this report.
Calibre Partners has satisfied the Takeovers Panel, on the basis of the material provided to the Panel, that it is
independent under the Takeovers Code for the purposes of preparing this report.

calibrepartners.co.nz page 1
Table of contents
1. Executive summary ................................................................................................................................................................................ 3
1.1 Introduction .............................................................................................................................................................................................................. 3
1.2 The Offer ..................................................................................................................................................................................................................... 3
1.3 Potential outcomes ............................................................................................................................................................................................. 4
1.4 Key issues to be considered by shareholders .................................................................................................................................... 5
2. Background ................................................................................................................................................................................................. 6
2.1 The Offer ..................................................................................................................................................................................................................... 6
2.2 Bourns, Inc. ................................................................................................................................................................................................................ 6
2.3 Purpose of this report ........................................................................................................................................................................................ 6
2.4 Other ............................................................................................................................................................................................................................. 7
3. Industry overview ..................................................................................................................................................................................... 8
3.1 Telecommunications ......................................................................................................................................................................................... 9
3.2 Space and defence applications ............................................................................................................................................................ 10
3.3 Artificial Intelligence infrastructure and datacentre synchronisation ......................................................................... 11
4. Company overview .............................................................................................................................................................................. 12
4.1 Overview and history ...................................................................................................................................................................................... 12
4.2 Locations and operations ............................................................................................................................................................................ 13
4.3 End market applications and customers ......................................................................................................................................... 14
4.4 Products and proprietary technologies ............................................................................................................................................ 17
4.5 Competitive positioning and market share ................................................................................................................................... 19
4.6 Regulatory issues and impact on buyer interest ........................................................................................................................ 20
4.7 Corporate strategy ........................................................................................................................................................................................... 20
4.8 Share ownership ................................................................................................................................................................................................ 22
4.9 Share price performance ............................................................................................................................................................................. 23
5. Financial overview ................................................................................................................................................................................ 25
5.1 Consolidated financial performance ................................................................................................................................................... 25
5.2 Half year performance and earnings guidance ........................................................................................................................... 31
5.3 Financial position .............................................................................................................................................................................................. 33
5.4 Risks and opportunities ................................................................................................................................................................................ 35
6. Valuation .................................................................................................................................................................................................... 36
6.1 Approach to valuation ................................................................................................................................................................................... 36
6.2 Valuation summary ......................................................................................................................................................................................... 37
6.3 Discounted cash flow (income approach) ....................................................................................................................................... 38
6.4 Earnings multiples (market approach) .............................................................................................................................................. 42
6.5 Previous Non-Binding Indicative Offer .............................................................................................................................................. 48

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7. Merits of the Offer ................................................................................................................................................................................. 49
7.1 Rakon’s performance ..................................................................................................................................................................................... 49
7.2 Standalone valuation of Rakon ............................................................................................................................................................... 50
7.3 Potential outcomes of the Offer ............................................................................................................................................................. 51
7.4 Likelihood of an increase to the proposed consideration ..................................................................................................... 52
7.5 Prospect of alternative takeover offers during Offer period ............................................................................................... 52
7.6 Future acquisitions of Rakon shares by Bourns .......................................................................................................................... 52
7.7 Prospect of an investor acquiring a strategic shareholding of less than 20% ........................................................ 53
7.8 Regulatory issues impacting on buyer interest ........................................................................................................................... 53
7.9 Tax ............................................................................................................................................................................................................................... 53
Appendix 1: Sources of information ...................................................................................................................................................... 54
Appendix 2: Qualifications and declarations ................................................................................................................................... 55
Appendix 3: Valuation methods .............................................................................................................................................................. 56
Appendix 4: Discount Rates ....................................................................................................................................................................... 57
Appendix 5: Glossary of key terms ......................................................................................................................................................... 61

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1. Executive summary
1.1 Introduction
Rakon Limited (Rakon or the Company) is a New Zealand incorporated company that is listed on the
New Zealand Stock Exchange (NZX).
Rakon designs and manufactures high precision timing and frequency control solutions for a range of
applications, including telecommunications, satellites, defence, datacentres, emergency beacons, and
autonomous vehicles. Rakon operates three manufacturing sites located in New Zealand, France and
India. It has operations and offices throughout the Asia-Pacific region, as well as in the USA, UK and France.
Bourns, Inc. (Bourns) gave notice on 11 January 2026 of its intention to make a full takeover offer (Offer)
for 100% of the fully paid ordinary shares and all outstanding employee share rights. Bourns subsequently
made a formal Offer on 9 February 2026 (Offer Date).
1.2 The Offer
Consideration
The Offer is a full takeover over at $1.55 per share and employee share right, to be settled in cash.
Share commitments
As at 11 January 2026 (date of Takeover Notice), shareholders representing 41.2% of the Rakon shares on
issue, had entered into Lock-Up Agreements to accept the Offer at $1.55 per share, subject to certain
conditions, including there being no superior offer. The shareholders are summarised in Table 4, at
page 22 of this report.
In addition to the shares subject to the Lock-Up Agreements, shareholders representing 22.6 million
shares (9.8 %) had accepted the Offer as at 17 February 2026, which is around when this independent
adviser’s report was finalised.
As at 17 February 2026, shareholders with a combined interest of 51.027% of the Rakon shares on issue
have accepted or agreed to accept the Offer.
Conditions
The Offer is subject to the following conditions:
• Receipt of acceptances in respect of at least 90% of the Rakon shares on issue. Bourns may choose to
waive this condition. If it does so, it can proceed with acquiring additional shares because it already
holds more than 50% of the shares on issue.
• Regulatory approvals required in New Zealand and certain overseas jurisdictions, including consent
under the Overseas Investment Act 2005 (New Zealand); clearance under the French Monetary and
Financial Code (France); and approval under the United Kingdom National Security and Investment
Act 2021 (United Kingdom). Bourns has indicated the relevant applications have been/are being
lodged and approvals are expected to be forthcoming.
• If any of the regulatory conditions remain unfilled on the Unconditional Date, and the Offer lapses in
accordance with Rule 25(4) of the Takeovers Code, and the parties agree that it is reasonably likely
that the regulatory condition will be satisfied, then the Lock-Up Agreements will not terminate and
Bourns will make a new Offer on the same terms updated to reflect changes in circumstances (New
Offer) including by making any consequential amendments. The terms of the Lock-Up Agreement will
apply to the New Offer.

calibrepartners.co.nz page 4
Accepting or rejecting the Offer
The Offer remains open until 11.59 pm NZDT on 23 March 2026, unless the Offer is extended in
accordance with the Takeovers Code.
The Offer is open for acceptance by any person who holds Rakon shares, whether the shares were
acquired before, on or after the date of the Offer.
1.3 Potential outcomes
There are various possible outcomes, depending on the level of acceptances. These are:
• Bourns receives acceptances to control at least 90% of the Rakon shares
If Bourns receives sufficient acceptances to hold or control at least 90% of the Rakon shares, then
under the provisions of the Takeovers Code, Bourns will have the ability to compulsorily acquire the
remaining Rakon shares it does not already control. Bourns intends to proceed with compulsorily
acquiring the remaining shares in those circumstances.
All shareholders who accept the Offer would receive $1.55 per share they own, in cash.
In the event of a compulsory acquisition, the remaining shareholders would receive the same
consideration as those who accepted the Offer.
• Bourns receives acceptances to control more than 50% but less than 90% of the Rakon shares
Bourns waives the condition on 90% threshold
Bourns has already received acceptances to control more than 50% of the Rakon shares. If Bourns
waives the condition that it receives acceptances sufficient to confer control of at least 90% of the
Rakon shares on issue, then Bourns would acquire the shares held by accepting shareholders only.
Shareholders who do not accept the Offer would retain their shares, which would continue to be
quoted on the NZX.
Bourns could increase its interest in Rakon, either by making a follow-on offer, or acquiring further
shares under the ‘creep’ provisions of the Takeovers Code. If Bourns increased its holding in Rakon to
90% or more, it would be entitled (withing a specified period) to acquire the remaining shares in
Rakon. The price of such a compulsory acquisition would depend on the manner in which Bourns
increased its shareholding to 90% or above.
Bourns does not waive the condition on 90% threshold
The Offer will lapse if Bourns does not receive acceptances sufficient to confer control of at least 90%
of the Rakon shares on issue, and Bourns does not waive the condition requiring receipt of such
acceptances.

calibrepartners.co.nz page 5
1.4 Key issues to be considered by shareholders
For shareholders deciding whether to accept or reject the Offer, key issues to be considered include:
• The proposed consideration of $1.55 per Rakon share and share right is within our assessed valuation
range of $1.46 to $1.94 per share. Our valuation is for 100% of Rakon. Our valuation range is
reasonably wide. This is appropriate because of substantial uncertainty with Rakon’s future
performance. This includes uncertainty around how quickly and successfully it will grow in key
markets, when and to what extent its expected manufacturing and organisational improvements will
be realised, and whether regulatory risks may turn out to be higher than expected.
• The proposed consideration represents a premium of 72.2% to the closing share price of $0.9 0 on
9 January 2026, which was the last trading day before the notice of the Offer.
• Rakon’s two largest shareholders, who have a good knowledge of its operations, have agreed to accept
the Offer at $1.55 per share. We do not know if those shareholders already had a desire to sell their
shares. However, either way, those shareholders are incentivised to achieve as high a price as possible.
• Rakon has received interest from multiple parties over the last few years. This includes the NBIO that
was announced in December 2023. In these circumstances, we consider likely interested acquirers
would have been aware that Rakon is ‘on the market’.
• Other parties have had an opportunity to announce their interest or acquire shares on market. On
market trading in Rakon shares during this period has occurred at prices below the Offer price, and no
alternative offer has been announced.
• The regulatory issue identified below (Section 7.8) may be limiting the pool of potential acquirers
interested in Rakon.
• Bourns has not stated whether it will increase its price. The likelihood of it increasing its price will be
driven by whether it is comfortable with a shareholding between 50% and 90%, and the extent to
which it sees value in Rakon above its Offer price.
• If Bourns waives the 90% acceptance condition, shareholders who do not accept the Offer will remain
shareholders in a company largely controlled by Bourns. This would potentially result in reduced
liquidity in share trading and less analyst coverage. Further, after 12 months from the closing of the
Offer, Bourns would also be entitled to acquire an additional 5% shareholding in Rakon, per annum,
under the ‘creep’ provisions of the Takeovers Code.
• There is uncertainty about when regulatory approvals will be received, and acceptances cannot be
withdrawn. Because of this, shareholders may prefer to wait before accepting the Offer. However,
shareholders who want to help build momentum for the Offer may prefer to accept earlier.
• We consider there is a high likelihood the Rakon share price would recede from current levels, once
the Offer closes, if Bourns does not reach 90% control of Rakon shares.
• Our valuation range was determined on 17 February 2026.
In our opinion, the Offer is reasonable. The proposed consideration is $1.55 is within our assessed fair
value range for Rakon, albeit below the mid-point.
The above should be read in the context of the whole of this Report, including our analysis of the merits of
the Offer, as set out in Section 7.
Accepting or rejecting the Offer is a matter for individual shareholders based on their own views as to
value and future market conditions, as well as their risk profile, liquidity preference, portfolio strategy, tax
position and other factors. For example, taxation consequences can vary widely across shareholders, and
we note the after-tax value of the proposed consideration may vary between shareholders given their
respective tax positions. Shareholders will need to consider these consequences and, if appropriate,
consult their own professional advisers.

calibrepartners.co.nz page 6
2. Background
2.1 The Offer
On 1 1 January 2026, Bourns issued a formal notice of its intention to make a takeover offer (Offer) under
the Takeovers Code.
Bourns made the offer to Rakon on 9 February 2026.
The Offer is a full takeover offer at $1.55 per ordinary share and per employee share right. This represents
a premium of 72.2% to the closing price of Rakon ordinary shares on the NZX of $0.90 on 9 January 2026,
being the last trading day before Bourns’ takeover notice in respect of the offer was issued..
Pursuant to the Takeovers Code, if Bourns receives acceptances under the Offer that result in it holding or
controlling 90% or more of the Rakon shares, then Bourns has the right to compulsorily acquire the
remaining shares it does not already control. Bourns intends to proceed with compulsorily acquiring the
remaining shares in those circumstances.
As at 17 February 2026, shareholders with a combined interest of 51.027% of the Rakon shares
outstanding have accepted or agreed to accept the Offer.
2.2 Bourns, Inc.
Bourns was founded by Marlan and Rosemary Bourns in 1947 and continues to be a privately held
business with ultimate ownership held by the Bourns family. Bourns has global operations and is
headquartered in California.
Bourns’ operations are split across twenty fully integrated manufacturing facilities worldwide. It
manufactures and supplies a broad portfolio of electronic components. The business is organised
according to three main competencies:
• Circuit protection components including discrete semiconductors, resistors, overvoltage protection,
overcurrent protection, thermal protection solutions and Trimpot® trimming potentiometers.
• Power distribution and management components, including inductors, transformers, filters, and
chokes.
• Sensing components and assemblies for measuring position, rotation, torque, speed, temperature,
pressure, and humidity.
Bourns has stated that Rakon’s products complements its offering and will expand Bourns’ total portfolio
of electronic component solutions. Furthermore, it has stated that if the Offer is successful, Bourns will
operate Rakon as a standalone division within Bourns, retaining its global activities, employees and
existing Research and Development (R&D) capabilities at all locations. Bourns intends to fully support
Rakon’s strategic plans by leveraging Bourns’ global scale in operations, scale, distribution, and customer
base, as well as access to capital from a strong balance sheet.
2.3 Purpose of this report
Rakon is subject to the Takeovers Code.
Rule 21 of the Takeovers Code requires an independent advisor to report on the ‘merits’ of a takeover offer.
The term ‘merits’ has no definition in either the Takeovers Code or in any statute dealing with securities or
commercial law in New Zealand. While the Takeovers Code does not prescribe a meaning of the term
‘merits’, the Takeovers Panel has interpreted the term to include both positives and negatives in respect of
a transaction.
The Independent Directors of Rakon have appointed Calibre Partners to prepare an Independent Adviser’s
Report (this Report) to inform Rakon’ shareholders on the merits of the Offer. Our appointment has been
approved by the Takeovers Panel.

calibrepartners.co.nz page 7
This Report should not be used for any other purpose other than as an expression of Calibre Partners’
opinion as to the merits of the Offer. Shareholders should read the Target Company Statement issued by
Rakon in conjunction with this Report.
Accepting or rejecting the Offer is a matter for individual shareholders based on their views as to value and
future market conditions, as well as their risk profile, liquidity preference, portfolio strategy, tax position
and other factors. In particular, taxation consequences can vary widely between shareholders.
Shareholders will need to consider these consequences and, if appropriate, consult their own professional
advisers.
2.4 Other
The sources of information we have had access to and relied upon are set out in Appendix 1.
This Report should be read in conjunction with the statements and declarations set out in Appendix 2
regarding our independence, qualifications, general disclaimer and indemnity, as well as restrictions on
the use of this Report.
Unless specified otherwise:
• References to ‘$’ and ‘NZD’ are to New Zealand Dollars.
• References to ‘US$’ and ‘USD’ are to United States Dollars.
• References to ‘€’ and ‘EUR’ are to Euros
• References to ‘local currency’ are to the currency in the relevant jurisdiction.
All amounts are in New Zealand dollars unless stated otherwise.
When referring to Rakon, references to financial years or ‘FY’ mean Rakon’s financial years ended
31 March. References to interim period, half years or ‘HY’ mean Rakon’s interim reporting periods ended
30 September.
Tables may not add due to rounding.

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3. Industry overview
Rakon is a global leader in frequency control and timing solutions, manufacturing crystal oscillators and
space subsystems that are critical components in telecommunications infrastructure, datacentres, and
satellite systems.
Rakon operates across four end markets with varying growth profiles, cyclicality and macroeconomic
sensitivity, as summarised below.
Table 1: End market summary
End market
Proportion of
Rakon’s revenue
(HY26) Growth outlook
Cyclical or
non-cyclical Macro sensitivity
Telecommunications 46% Moderate
(recovery)
Cyclical High
Aerospace
and defence
37% High Non-cyclical Low-moderate
Positioning
(precision part of market)
12% Stable Non-cyclical Moderate
Datacentre / AI
Not disclosed
separately
Very high
Counter-cyclical
characteristics
Moderate

calibrepartners.co.nz page 9
3.1 Telecommunications
Telecommunications has historically been Rakon's largest end market, driven by the company's position as
a leading supplier of Ultra Stable TCXOs (Temperature Compensated Crystal Oscillators) for mobile
network infrastructure. Rakon's products are critical components in 5G base stations, radio heads, small
cells, centralised units, distributed units, and wired transport equipment. Rakon supplies Tier-1
telecommunications infrastructure operators globally.
Global telecommunications capital expenditure is the primary driver of demand for Rakon’s
telecommunications products. Industry capital expenditure is cyclical and experienced a period of strong
growth between 2019 and 2022 off the back of 5G roll-out. This was compounded by a global chip
shortage and logistics challenges which resulted in operators stockpiling inventory. The tightening global
economic conditions over 2024 and 2025 resulted in a cyclical downturn as operators deferred capital
expenditure and realised previously stockpiled inventory.
The industry is showing signs of recovery, with near to mid-term growth, supported by:
1

• 5G Network densification: According to Ericsson’s Mobility Report, global 5G subscriptions are forecast
to reach 6.4 billion by 2031, up from approximately 2.8 billion at the end of 2024. 5G accounts for one
third of all mobile subscriptions.
Figure 1: Mobile subscriptions by technology (billion)

• 5G standalone deployment: Service providers are progressing between 5G Non-Standalone
(an ‘interim’ version of 5G which uses existing 4G core networks); to Standalone architectures
(dedicated 5G infrastructure), which requires network upgrades.
• Fixed Wireless Access (FWA): FWA, which provides connectivity through radio links, is emerging as a
relevant 5G use case. It is used with 5G technology to deliver high speed internet services.
• Network evolution to 6G: 6G standardisation has begun with first commercial launches expected in
front-runner markets. This represents a future upgrade cycle opportunity.
Multiple research sources indicate the 5G infrastructure market will maintain strong growth through the
decade. However, near-term operator capex growth is expected to be flat to negative through 2026
before recovering, according to S&P Global Ratings projections.

1
Ericsson Mobility Report, November 2025.
0
2
4
6
8
10
20212022202320242025202620272028202920302031
Billion
6G
5G
LTE (4G)
WCDMA (3G)
GSM (2G)
CDMA (2G/3G)
Other
8.8 billion9.5 billion
6.4 billion5G
subscriptions
forecast by 2031

calibrepartners.co.nz page 10
Telecommunications capex is cyclical and sensitive to macro-economic conditions (interest rate sensitivity
and the economic cycle) and government policies.
3.2 Space and defence applications
Rakon supplies Master Reference Oscillators (MROs) and other subsystems for Low-Earth-Orbit (LEO)
satellite constellations, along with high-reliability components for traditional space missions and defence
applications.
The global space economy is estimated to be in excess of US$600 billion with commercial activities
accounting for 75% of total revenue. Projections estimate the space economy could reach US$1 trillion by
2030 to 2032
2
.
There are a number of supportive growth themes:
• There is an expectation of a LEO constellation proliferation with multiple mega-constellations being
deployed for broadband connectivity. These constellations require precision timing components for
each satellite. The LEO satellite market is projected to grow at 11-17% CAGR through 2030-2034.
Each satellite requires multiple high-stability oscillators. SpaceX Starlink alone has 6,000+ operational
satellites with continued launches. Amazon’s project Kuiper has launched initial satellites with more
than 3,000 planned.
• Growth in commercial space, for example space tourism and earth observation applications are
expanding.
• Global defence expenditure is close to US$2.8 trillion and space is increasingly critical for defence
applications.
• Satellite to smartphones services are emerging, with multiple carriers partnering with LEO operators.
Overall, the space industry outlook is very positive across multiple segments.
Space industry investment is relatively insulated from economic cycles, due to its strategic nature, with
space capabilities increasingly viewed as national security priorities and defence space budgets recently
expanding in many jurisdictions. Private space investment is expected to be relatively more sensitive to
market conditions, although current significant investors (Amazon, SpaceX) have substantial resources to
sustain their programmes.

2
https://www.spacefoundation.org, Space: The $1.8 Trillion opportunity for global economic growth, Insight report. World
Economic Forum

calibrepartners.co.nz page 11
3.3 Artificial Intelligence infrastructure and datacentre synchronisation
Rakon has developed specific products for AI computing infrastructure, with precision timing being a key
enabling technology for AI datacentre performance.
While Rakon does not currently earn substantial income from AI infrastructure, it expects substantial
growth from a low base over the new few years, from what is a reasonably new segment of the market.
Datacentres have historically been designed for CPU-based, general-purpose, and predictable workloads
(web hosting, virtualization, and database management), rather than for the performance of
large language models (LLMs), which have intense, parallel, and high-density demands.
Importantly, Rakon’s potential in AI infrastructure is closely linked to data centre synchronisation.
Datacentre synchronisation involves replicating data in real-time between locations for high availability
and, crucially, aligning server clocks with high precision. Precise synchronisation is essential for distributed
computing, database transactions, financial systems, and increasingly, AI workloads.
Key growth drivers are:
• Hyperscaler Capex: The five largest hyperscalers (Amazon, Google, Microsoft, Meta, Oracle) invested
more than US$2 50 billion in capex in 2024, with various projections indicating that hyperscaler capex
will reach approximately US$500 billion in 2026
3
.
• AI Workload Requirements: AI and high-performance computing applications require precise
synchronisation for real-time parallel and distributed computing.
• GPU scaling requirements: Training and inference for large language models requires thousands of
GPUs operating in synchronisation.
• 5G Core Network Evolution: Cloud-native 5G core networks in datacentres require precise timing for
network slicing and edge computing applications.
• Regulatory Requirements: Financial trading mandates precise timestamping (FINRA requirements in
the US), driving Precision Time Protocol (PTP) server adoption in financial datacentres.
Datacentre investment exhibits some counter-cyclical characteristics, for example the AI investment
appears to be a structural shift rather than purely cyclical. Infrastructure investment into AI is expected to
remain strong with hyperscaler capex more than doubling over the next few years. However, this rate of
investment would not be expected to persist in the long run, and over the long term it is likely this
investment becoming more cyclical.
AI infrastructure investment appears relatively insulated from macro-economic cycles due to its strategic
importance. For example, hyperscalers continue investing despite high interest rates. AI is seen as
existential to the competitive position of a wide range of entities. Governments are generally being
supportive of AI investment and infrastructure development.

3
Goldman Sachs insights. Why AI Companies may invest more that $500 billion in 2026.

calibrepartners.co.nz page 12
4. Company overview
4.1 Overview and history
Rakon was founded and incorporated by Warren Robinson in 1967, initially producing channel crystals for
radio telephones. Today, Rakon designs and manufactures high precision timing and frequency control
solutions. Since its founding, the application of Rakon’s products has grown substantially as technology
has evolved and its components are essential to enabling fast, reliable data transfer and accurate
positioning in modern technologies such as 5G networks, datacentres, LEO satellites and emerging
Artificial Intelligence (AI) applications.
Figure 2: Timeline of key events
1960 - 1979 Rakon Industries is incorporated by Warren Robinson in 1967.
Throughout the 60s and 70s, Rakon developed channel crystals for radio telephones, for use in
boats, taxis and other commercial vehicles.
During this time, Rakon developed manufacturing and test equipment to produce products
faster and more efficiently.
1980 - 1989
As the global communication technology market evolved, demand grew for high performance
frequency control devices. Rakon began supplying its Temperature Compensated Crystal
Oscillators (TCXOs) for early mobile phones.
1990 - 1999
Significant advances in technology continued and the Global Positioning System (GPS) market
began to emerge as mainstream. Rakon captured this growth and continued to develop its
products to serve these new applications, introducing new products to including the first
integrated circuit (IC) TCXO.
2000 - 2009
Rakon began its development of mass-volume, high resolution temperature test systems,
enabling it to dominate the Global Navigation Satellite System (GNSS) market, and significantly
grow its telecommunications business.
Start of internal Application-Specific Integrated Circuit (ASIC) development
2006 Rakon listed on the NZX
2007 Acquisition of frequency control products division of C-MAC Microtechnology, enabling access to
European operations with factories in the United Kingdom and France. This expanded the
product range to include Oven-Controlled Crystal Oscillators (OCXOs), Voltage Controlled Crystal
Oscillators (VCXOs), and the Pluto ASIC technology which gave it access to the emergency
locator beacon market.
2008 Formed a joint venture with Centum Electronics (India) to manufacture telecommunications
infrastructure products and commercialise the French research and development.
Formed a joint venture with Timemaker to vertically integrate quartz crystal supply.
2010 - 2019
Rakon launched its Ultra Stable Oscilator (USO) technology for space applications, as well
developing the world’s first and smallest Application Specific Integrated Circuit (ASIC) based
OXCX.
2010 Acquired assets of Temex, a French competitor.
2015 Investment in Thinxtra (Internet of things (IoT) company)
2016-2017 Siward Crystal Technology invested USD 10 million for a 16.6% stake and established a
technology partnership.
2018 Completed the buyout of Centum’s 51% interest in Centum (Rakon India), assuming full control
of the Indian operations.

calibrepartners.co.nz page 13
2019 Release patented XMEMS technology
2021
Rakon publicly confirmed it had designed its own semiconductor chips and these were
embedded in high-volume telecom oscillator products.
2023 Niku
TM
publicly announced. Niku is an inhouse designed ASIC semiconductor chip.
2023 Bengaluru facility completed.
2024
Expansion into advanced ASICs with the announcement of MercuryR
TM
, designed to meet space
grade reliability standards.
4.2 Locations and operations
Rakon at a glance

$45M
Telecommunications
$40M
North
America
Revenue by geography FY25
Revenue by market segment FY25
$37M
Asia
$24M
Europe
$3M
Others
$42M
Aerospace
& Defence
$11M
Global
positioning
Manufacturing
sites
Key manufacturing
partners
R&D Centres

calibrepartners.co.nz page 14
Historically Rakon has reported the following segments based on the geographic location of
manufacturing and / or research and development activities:
• New Zealand: The head office is in New Zealand. It also designs and manufactures products for
Telecommunications, Global Positioning and Defence markets. It is the innovation centre and the
segment includes Research & Development (R&D) teams located in New Zealand and the United
Kingdom.
• France / India: Designs and manufactures products for the Telecommunications market. R&D and
support services are in France and manufacturing is in India. The facility in Bengaluru is the primary
low-cost manufacturing hub as well as designing and manufacturing products for the Indian defence,
aeronautics and space markets. Rakon commenced construction of the Bengaluru facility in 2023 and
it became fully operational in 2024. Rakon transferred the production of selected product lines which
was completed in 2025 with costs and scale benefits starting to be realised in the FY26 financial year.
The goal is to transfer 80% of New Zealand production to India within 18 months, freeing up the New
Zealand capacity for R&D pursuits. Rakon has stated that current US tariffs are not expected to have a
material impact, and has estimated the potential cost as ~2% (or less) of revenue. However, the net
impact will depend on the final tariff regime (including product classification and country-of-origin
rules).
• France HiRel: Designs and manufactures high-reliability products for Aerospace and Defence markets.
The company recently completed the expansion of its Aerospace and Defence R&D and
manufacturing facility which will enable the company to increase production to meet its multi-year
backlog, which it values at $75 million.
• Timemaker: Rakon’s 37% interest in Chengdu Timemaker Crystal Technology Co. Limited
(Timemaker). Timemaker is one of the world’s largest quartz blank manufacturers and a key supplier
to Rakon.
In 2025, Rakon announced an organisational transformation which included a realignment of its global
business units. This included a transition to a market-based business structure centred around two
business units:
• Aerospace and Defence
• Commercial, which includes
− Telecommunications,
− AI,
− Positioning, and
− Other.
4.3 End market applications and customers
Rakon supplies frequency control components, timing modules and subsystems to:
• Telecommunications infrastructure Original Equipment Manufacturers (OEMs) and network
equipment providers (5G/6G, backhaul, switching);
• Aerospace & Defence primes, space agencies, and satellite manufacturers.
• Positioning customers which include GNSS receiver and module manufacturers, emergency beacon
(ELT/EPIRB/PLB) providers and industrial positioning applications; and
• Emerging AI and Cloud infrastructure customers (Tier‑1 platforms).

calibrepartners.co.nz page 15
Telecommunications (Core)
Telecommunications remains Rakon's largest market segment, serving 5G network infrastructure
providers globally and comprising 44% of FY25 revenue. It has however faced the most significant
revenue pressure, contracting approximately 33% in FY25, due to cyclical market weakness.
The key market drivers have been and will continue to be the 5G network rollout, 5G advanced and future
6G development, network densification, datacentre synchronisation
4
and optical transport equipment.
Customers tend to be Tier-1 telecommunications infrastructure OEMs including major equipment
vendors.
Rakon's competitive advantage in telecommunications stems from its proprietary technology platforms.
The company has shipped over 40 million Pluto-based Ultra Stable TCXOs to more than 800 customers
worldwide. In October 2023, Rakon launched the Niku platform, a next-generation ASIC semiconductor
chip providing best-in-class ultra-low jitter (less than 50 femtoseconds) with frequency stability of plus or
minus 100 parts per billion, specifically designed for demanding 5G, 5G Advanced, and emerging 6G
applications.
Positioning (Core)
Positioning contributed 11% to FY25 revenue. It serves GPS/GNSS applications for navigation and
precision positioning. Rakon’s products have application in autonomous vehicles, drones, precision
agriculture, mining, surveying, emergency locator beacons and consumer GPS devices.
The Positioning market has faced increased competition which has put pressure on margins. However,
Rakon remains a strong participant in the higher margin Precise Positioning part of the market, this
includes emergency locator beacons.
The positioning market is driven by growing reliance on location data for autonomy, infrastructure, safety,
logistics, and digital services, combined with rising demands for accuracy, reliability, resilience, and scale.
Customers are typically GNSS receiver and module manufacturers, emergency beacon providers (e.g.,
aviation ELTs, marine EPIRBs and personal locator beacons), industrial/precision positioning equipment
providers, and certain specialist IoT and timing applications requiring high‑stability frequency control.
Aerospace and defence (Core)
Aerospace and Defence is Rakon's fastest-growing segment, representing 37% of group revenue
($20.1 million) in 1H FY26, up 20% year-on-year. This is the fifth consecutive period of year-on-year
growth. It now contributes more margin dollars than Telecommunications.
Future growth is expected from New Space / LEO constellations, increased defence and space budgets
and growing reliance on resilient timing in communications, navigation and radar systems.
Customers are Aerospace & Defence primes, space agencies, and satellite manufacturers. These
customers typically have long qualification cycles.
Rakon has a 40+ year heritage working with major space agencies including NASA (USA), ISRO (India),
ESA (EU), CNES (France), DLR (Germany) and its products are included in missions to Mars, the moon,
Jupiter and numerous earth observation satellites.
Rakon has achieved preferred supplier status for its Space Subsystems portfolio and maintains a strong
order book. This includes several multi-million-dollar contracts with MDA Space supporting the
deployment of next-generation satellites for the Globalstar LEO constellation. Globalstar underpins
Apple’s satellite connectivity services, and Apple has committed up to US$1.7 billion, including an equity
investment, to fund the expansion of the constellation and associated ground infrastructure.

4
Refers to all systems with a datacentre operating on the same precise timing and frequency.

calibrepartners.co.nz page 16
AI and cloud computing infrastructure (emerging / growth)
AI is a new high-growth segment targeting datacentre synchronisation for AI workloads. AI and high-
performance computing require precise synchronisation for real-time parallel and distributed computing.
Rakon is designed into nearly every leading AI datacentre architecture, and it is expanding production
capacity ahead of that demand.
AI and Cloud Infrastructure is an emerging growth market for Rakon. Customer pipelines are expected to
be concentrated (typical of Tier‑1 platform markets), and customers are typically ‘sticky’ due to design‑in
cycles, platform qualification and the high cost/risk of changing timing solutions once deployed.

calibrepartners.co.nz page 17
4.4 Products and proprietary technologies
Rakon’s product portfolio includes oscillators (TCXO, VCXO/VCSO, OCXO and XO), timing modules and
aerospace/space subsystems. Proprietary technologies include ASIC‑based oscillator platforms
(e.g., Mercury/MercuryX, Niku and related chipsets), specialised packaging/thermal management,
high‑reliability manufacturing know‑how, and proprietary test and qualification procedures and software.
Rakon maintains significant R&D investment to protect its technology leadership. It has six R&D centres
globally and has recently invested in the region of $22 million (~17% to 20% revenue) per annum on R&D
projects.
Products
Rakon’s products and solutions provide stable and precise timing signals in electronic systems. Rakon
designs and manufactures crystal oscillators, and in more recent years it has expanded up the
semiconductor value chain by developing proprietary semiconductor chips (ASICs)
5
. These are central to
Rakon’s timing products. ASICs are purpose-built semiconductor chips and are widely used in
telecommunications, datacentres and AI hardware, aerospace and defence systems and precision timing
and control systems.
Rakon’s core products are summarised in the following table.
Table 2: Products
Product type Description Key applications
TCXO Temperature Compensated Crystal Oscillator.
These provide stable frequency output across
temperature variations
Telecommunications, emergency
locator beacons, GNSS, military
and performance critical systems
OCXOs / OSCOs Oven Controlled Crystal Oscillator.
Designed to operate within a temperature-controlled
environment for highest stability and performance over
temperature changes. This makes it ideal for applications
requiring precise frequency reference sources.
Satellite systems, datacentres,
telecommunications
VCXO / VCSO Precision voltage-controlled oscillators where the output
frequency can be finely adjusted via a control voltage
(VCXO = Voltage Controlled Crystal Oscillator; VCSO =
Voltage Controlled SAW Oscillator). Used for low phase
noise / low jitter clocking and synchronisation in
telecommunications and positioning applications.
Space, defence, avionics and
instrumentation
XO Quartz Oscillator.
Basic frequency source for general applications.
Consumer electronics, general
timing, broad band
VCO Hybrid voltage‑controlled oscillators designed for harsh
environments (including space and defence). Employ
thick‑film hybrid technology to optimise size, weight and
power (SWaP) while delivering low phase noise
performance.

Space and defence applications
Crystal resonators
Passive quartz crystal components used in oscillator
circuits.
Space, automotive
Space subsystems Complete timing solutions including the Master
Reference Oscillator (MROs), GNSS receivers, S-Band
transceivers.
LEO/GEO satellites, satellite
constellations, International Space
Station (ISS) missions

5
ASIC means Application-Specific Integrated Circuit. It is a custom designed semiconductor chip built to perform a specific
function very well, rather than being programmable for many tasks.

calibrepartners.co.nz page 18
Proprietary technologies
Rakon commenced in-house ASICs development between around 2018 and 2019, this coincided with
increasing demands of 5G timing and the growing complexity of space payload electronics.
In Rakon products, the ASICs work together with quartz crystal resonators, MEMS-based resonators
6

(XMEMS®) and precision temperature sensors. This combination allows Rakon to deliver system-level
timing accuracy, not only a discrete component.
Rakon’s ASIC development aligns with the global shift towards AI infrastructure and high-precision timing.
It differentiates Rakon from low-cost oscillator competitors and moves it up the value chain. This is part of
Rakon’s strategic shift toward higher‑value, semiconductor/ASIC‑enabled timing solutions (including for AI
/ cloud infrastructure) as a key longer‑term growth and margin opportunity. This complements the core
recovery expectation as Telecommunications demand normalises.
Rakon’s proprietary technologies are summarised in the table below.
Table 3: Proprietary technologies
Technology Description Key applications
XMEMS
TM
Technology
Key applications include next
‑generation
telecommunications infrastructure and emerging
AI / cloud infrastructure timing solutions, where
high
‑frequency, low‑jitter and robust resonators
are required.
Telecommunications, AI and
cloud infrastructure
Niku
TM
ASIC Platform Rakon’s in‑house ASIC platform designed to
deliver improved precision and exceptionally low
phase noise in ultra‑stable TCXOs, supporting
stringent timing requirements in next
‑generation
networks and AI computing platforms.
AI computing, 5G networks,
precise positioning, and
automotive
Mercury
TM
and MercuryX
TM

ASIC Platform
Mercury was released in 2023/2024 and it is
Rakon's in-house ASIC for IC-OCXOs.
Mercury products are used in
telecommunications, datacentres and 5G.
MercuryX products combine the Mercury chip
with XMEMS resonators to deliver ultra-high
stability. These are designed for the AI computing
hardware market.
Telecommunications, AI
computing
MercuryR
TM
ASIC Platform A radiation hardened semiconductor chip
designed for Rakon’s space oscillator products.
Announced in 2024
Space, LEO satellite constellations,
ground stations and other space
infrastructure
Vulcan
TM

Rakon’s next
‑generation timing ASIC platform
intended to underpin its semiconductor
‑based
IC‑OCXO solutions, targeting ultra‑low jitter /
phase noise performance and improved
integration for high
‑performance timing.
Key applications include AI / cloud
infrastructure (datacentre and AI
computing platforms) and
advanced telecommunications
networks.
Kelvin
TM
temperature
sensors
Rakon's proprietary temperature sensor placed
directly onto XMEMS resonators for more
accurate temperature compensation

6
MEMS refers to Microelectromechanical system oscillators.

calibrepartners.co.nz page 19
4.5 Competitive positioning and market share
Rakon competes globally across frequency control and timing, with differentiation in high‑reliability/space
products and ASIC‑enabled timing solutions. In FY25, management noted Telecommunications and
Positioning maintained market share through the cyclical slowdown. Rakon is also positioned as a leading
supplier in New Space subsystems, supported by long‑life program qualification and reliability credentials.
Rakon’s strengths:
• Technology leadership in Ultra Stable TCXOs.
• Proprietary XMEMS and ASIC technology (Niku, Mercury).
• Top 3 position in New Space subsystems globally.
• Strong customer relationships with Tier-1 telecom OEMs.
• Diversified manufacturing (NZ, France, India, China Joint Venture).
• 40+ year heritage in space industry with major agency relationships.
Competitive challenges:
• Significantly smaller scale than American, Japanese and Taiwanese competitors.
• Supply chain and customer concentration.
• MEMS technology threat from SiTime.
• Price erosion in consumer/commodity segments.

calibrepartners.co.nz page 20
4.6 Regulatory issues and impact on buyer interest
Rakon advises a “regulatory complexity” was identified in 2024, during a due diligence process with a
potential acquirer.
The issue has since been addressed by Rakon, including:
• The discontinuation of certain customer relationships,
• Improvements to internal compliance frameworks, and
• Proactive engagement with relevant regulators.
Rakon advises there remains a “regulatory overhang” arising from its historical activities, which may take
several years to fully resolve.
Rakon has not recognised a provision or contingent liability in its financial statements in relation to
regulatory matters. However, the matter remaining open may pose a challenge for prospective US-based
parties looking to acquire the Rakon business.
United States Tariff regime
Rakon has stated that current US tariffs are not expected to have a material impact its results, and has
estimated the potential cost as ~2% (or less) of FY25 revenue. The impact will depend on the final tariff
regime (including product classification and country-of-origin rules).
4.7 Corporate strategy
Over the past three years the management team has consistently communicated a corporate strategy
focussed on diversification, technology leadership, and manufacturing efficiency. Rakon identified the
following pathways to deliver growth, scale and efficiencies.

Grow the core
business
• Telecommunications market leadership
• Access Aerospace and Defence markets in North America
• Precise Positioning sub-segment applications
• New technology design-in wins in all core markets

Maintain product
and technology
leadership
• Accelerate time to market of semiconductor chips
• XMEMS – Deliver next generation products and performance
• Aerospace – diversified product range including higher value chain
equipment and subsystems

Expand into new
markets
• Commercial Space – including LEO satellite constellations
• AI computing hardware / AI factories and advanced datacentres
• Autonomous vehicles
• Targeting key customer partnerships is new and emerging markets

Deliver world class
manufacturing
• Accelerated plan for enabling capability and volume manufacturing
• Advanced supply chain management
• XMEMS nanotechnology volume manufacturing

Organisational
transformation
• Reconfigure global operations to align with strategic priorities
• Optimise organisational capabilities and capacity to scale for growth
• Drive efficiency initiatives across global organisational structure and
processes
The growth roadmap for the next three years was released as part of the FY26 interim results. This aims to
continue Rakon’s transition from being exposed to traditional rollout cycles (reliance on
Telecommunications) to a diversified and cycle-resilient business.

calibrepartners.co.nz page 21
FY26 – FY28 roadmap
FY2026 FY2027 FY2028
Aerospace & Defence • Delivery of current
subsystem contracts
• Ramp up space product
manufacturing capacity
• Release next-gen
semiconductor and
products for space
applications
• Scale production of latest
subsystem products
• Grow share of global
space market
AI & Datacentre • Convert initial orders from
Tier-1 players
• Delivery of significant
revenue
• Continue design wins for
next-gen architecture
• Grow AI hardware
revenue
• Achieve ‘default’ supplier
status in targeted classes
• Drive production
efficiency
Telecommunications
and Positioning
• Increased order and
improved margins as
demand returns
• Move to higher value
product mix, leveraging
proprietary XMEMS and
chip technology
• Increase volumes in
targeted segments
through higher-value
product mix
Operating and
systems
• Continue selected
product transfer to India
facility
• Volume production of
products transferred in
FY25
• Complete next phase of
key product transfers into
India
• Leverage global
manufacturing to
maximise competitive
advantage and
production efficiency

calibrepartners.co.nz page 22
4.8 Share ownership
As at 8 January 2026, Rakon has 229,809,013 shares on issue and more than 4,100 registered
shareholders.
22: Share register summary as at 8 January 2026
Shareholder Shares Percentage
1 Siward Crystal Technology Co Limited 28,016,681 12.19%
2 Brent John Robinson & Darren Paul Robinson & Georgina Susan Twyman 25,393,124 11.05%
3 Wairahi Investments Limited 13,200,000 5.74%
4 Accident Compensation Corporation - NZCSD 11,411,705 4.97%
5 Brent John Robinson 9,915,414 4.31%
6 Darren Paul Robinson 9,914,180 4.31%
7 Forsyth Barr Custodians Limited 7,155,299 3.11%
8 New Zealand Depository Nominee Limited 6,341,492 2.76%
9 Forsyth Barr Custodians Limited 5,144,000 2.24%
10 Etimes Group International Limited 3,697,716 1.61%
11 Custodial Services Limited 3,696,387 1.61%
12 Michael Murray Benjamin 3,000,000 1.31%
13 Fergus David Elliott Brown 3,000,000 1.31%
14 F B Trustee Limited 3,000,000 1.31%
15 Wairahi Holdings Limited 2,950,000 1.28%
16 Forsyth Barr Custodians Limited 2,573,904 1.12%
17 FNZ Custodians Limited 2,455,658 1.07%
18 Iconic Investments Limited 1,977,602 0.86%
19 Phillip Malcolm Cook & Delia Joan Cook 1,700,000 0.74%
20 JB Were (NZ) Nominees Limited 1,647,280 0.72%
Top 20 shareholders 146,190,442 63.61%
Remaining Shareholders 83,618,571 36.39%
Total 229,809,013 100.00%
Source: Rakon share registry
As at the date of this report, Bourns has entered into lock-up agreements with shareholders with a total
shareholding of 41.2% or approximately 94.7 million shares. As at 17 February 2026 further acceptances
had been received. The total number of acceptances is 51.027% or 117.3 million shares. That leaves
approximately 112.5 million Rakon shares held by other shareholders. These shares are reasonably widely
held, with shareholders generally holding relatively small parcels of shares. The shareholders who have
entered into lock up agreements are included in the following table.
Table 5: Parties to Lock-Up Agreements
Shareholder Shares Proportion
Siward Crystal Technology Co. Limited 28,016,681 12.19%
Georgina Susan Twyman, Darren Paul Robinson and
Brent John Robinson as trustees of the Ahuareka Trust
25,393,124 11.05%
Wairahi Investments Limited and Wairahi Holdings Limited 16,150,000 7.03%
Darren Paul Robinson 9,914,180 4.31%
Brent John Robinson 9,915,414 4.31%
Etimes Group International Limited 3,697,716 1.61%
HLR Holding Company Limited 1,584,736 0.69%
Aggregate 94,671,851 41.20%

calibrepartners.co.nz page 23
Under the Takeovers Code, if an offeror (Bourns in this case) acquires 90% or more of the shares, it gains
the right to compulsorily acquire the remaining shares it does not control. As at 17 February 2026,
Bourns requires acceptances for an additional 89.5 million Rakon Shares (38.95%) to reach the 90%
threshold.
4.9 Share price performance
Figure 3 shows the prices and volumes of Rakon Shares traded on the NZX Main Board since January
2021.
Figure 3: Share price and volume traded, NZX main board

Source: S&P Capital IQ.
Following strong performance in FY21 and FY22 off the back of the 5G rollout and the global chip
shortage, the share price increased to a high of $2.22 in January 2022. However, as the
Telecommunications and Positioning markets entered into a cyclical downturn, 5G capex was deferred
and customers began to right size stock levels following the chip shortage, the share price trended down
to $0.60 in December 2023 when a non-binding indicative takeover offer of $1.70 was received.
Ultimately the deal did not proceed. Compounded with the weak market conditions of FY24 and FY25,
the share price decreased to a low of $0. 41 in April 2025.
The share price has steadily increased since, to $0.90 prior to the offer as signals of a market recovery have
emerged, particularly following the full year results announcement in June 2025 and the following
earnings guidance.
Table 6 shows the price and volume of Rakon shares traded on the NZX Main Board in the periods to 9
January 2026, before the Offer.
-
2
4
6
8
10
12
14
-
0.5
1.0
1.5
2.0
2.5
J F MA MJ J A S O N DJ F MA MJ J A S O N DJ F MA MJ J A S O N DJ F MA MJ J A S O N DJ F MA MJ J A S O N D
20212022202320242025
Monthly Volume (millions)
Share price (NZD)
Monthly volumeShare price
NBIO
received
NBIO process
ended

calibrepartners.co.nz page 24
Table 6: Share price and volume traded on the NZX in the period to 9 January 2026

Share price (NZD)
Volume (000s)
Proportion of
issued capital

Low High VWAP
30 Days 0.77 0.90 0.84 2,331 1.01%
90 Days 0.73 0.90 0.84 6,337 2.76%
Six months 0.41 0.90 0.83 12,568 5.47%
Source: S&P Capital IQ
The proposed consideration of $1.55 per share represents:
• A premium of 72.2% on the closing share price of $0.9 0 on 9 January 2026.
• A premium of 84.1% on the VWAP of $0.84 for the 30 days ended 9 January 2026.
• A premium of 85.6% on the VWAP of $0.84 for the 90 days end 9 January 2026.
• A premium of 87.0% on the VWAP of $0.83 in the six months ended 9 January 2026.

calibrepartners.co.nz page 25
5. Financial overview
5.1 Consolidated financial performance
Over the last 5 years Rakon has experienced record results followed by market cyclical weakness.
Rakon achieved record results in FY22 with revenue of $172 million and underlying EBITDA of $54.4
million (31.6% margin). This was driven by strong demand across all markets and benefited from the 5G
roll-out and global chip shortage which created short-term opportunities for the business.
Revenue declined sharply from FY23, decreasing 29% in FY24 and a further 19% in FY25. The primary
drivers were deferred global 5G capex, customer inventory corrections in telecommunications and
positioning markets, and the strategic exit from a Chinese customer (representing ~5% of revenue). FY25
was a particularly challenging year in both Telecommunications and Positioning due to cyclical market
weakness.
While its Telecommunications and Positioning segments were challenged, Aerospace and Defence grew
consistently as the market grew and Rakon released new versions of its products essential to the
communication, synchronisation and navigation of satellites and space vehicles.
In FY25, Rakon undertook a significant cost reduction exercise including workforce reduction of ~22% and
accelerated manufacturing transfers to India. However, given its high levels of operating leverage, the low
order volumes resulted in highly volatile earnings, and despite its efforts to reduce costs, FY25 EBITDA
declined 29%.
Management has noted that the second half of FY25 was materially stronger than the first half, signalling
positive signs of recovery with demand for key products increasing and a strong order backlog. 60% of
FY25 revenue was earned in the second half of FY25, with Underlying EBITDA of $16.8 million in the
second half of FY25 compared to a loss of $7.3 million in the first half.
Notwithstanding the challenging market conditions, over this period the company transitioned from a
cyclical telecommunications dependent business to having a more diversified portfolio with strong
aerospace growth and emerging AI opportunities.
Figure 4: Revenue and Underlying EBITDA

Rakon’s financial performance is summarised in the table below. FY21 to FY25 are based on the audited
annual financial statements.
128.3
172.0
180.3
128.0
103.7
23.5
54.4
42.2
13.5
9.5
46%
52%
49%
45%
43%
-
10%
20%
30%
40%
50%
60%
70%
-
40
80
120
160
200
FY21FY22FY23FY24FY25
Gross profit margin
$'millions
RevenueUnderlying EBITDAGross profit margin

calibrepartners.co.nz page 26
Table 7: Historical financial performance ($ millions)

FY21 FY22 FY23 FY24 FY25
Telecommunications 77.0 86.0 100.6 66.9 45.4
Positioning 14.0 28.0 33.8 13.9 10.9
Aerospace and Defence 30.0 24.5 28.9 36.8 42.4
Other 7.4 33.4 17.0 10.5 4.9
Total revenue 128.3 172.0 180.3 128.0 103.7
Cost of sales (69.3) (81.9) (91.5) (70.2) (59.0)
Gross profit 58.9 90.1 88.8 57.9 44.7
Gross profit margin 46% 52% 49% 45% 43%
Other operating income 2.6 1.6 0.4 0.4 0.8
Operating expenses

Selling and marketing (9.4) (9.4) (10.6) (11.1) (12.4)
Research and development (12.9) (14.7) (17.0) (17.7) (11.7)
General and administration (26.6) (25.3) (31.2) (30.6) (30.9)
Total operating expenses (49.0) (49.3) (58.8) (59.4) (55.0)
Other gains/(losses) - net (1.2) (0.9) 3.0 4.1 2.0
Operating profit/(loss) 11.3 41.4 33.3 2.7 (7.6)
Finance income 0.03 0.04 0.4 0.5 0.5
Finance costs (1.6) (1.9) (0.9) (0.7) (1.3)
Share of net (losses)/profits of associates 1.4 2.4 1.5 2.6 1.3
Profit/(loss) before income tax 11.2 42.0 31.4 0.09 (7.1)

Underlying EBITDA
7
23.5 54.4 42.2 13.5 9.5
Capital expenditure 5.1 10.4 18.7 17.0 17.0
Operating cash flow 20.1 30.2 11.1 17.8 9.0
Source: Rakon annual reports
A reconciliation between profit before tax, Underlying EBITDA and EBITDA (excluding IFRS 16) is shown in
the table below.

7
Underlying EBITDA is defined as Earnings before interest, tax, depreciation, amortisation, impairment, employee share
schemes, non-controlling interests, adjustments for associate’s share of interest, tax and depreciation, loss on disposal of assets
and other cash and non-cash items’

calibrepartners.co.nz page 27
Table 8: Reconciliation to Underlying EBITDA and EBITDA (excluding IFRS 16)

FY21 FY22 FY23 FY24 FY25
Net profit before tax 11.2 42.0 31.4 0.09 (7.1)
Depreciation and amortisation 8.7 8.9 7.8 8.3 9.8
Share of associate interest, tax and depr 1.8 2.2 2.1 1.6 2.2
One off costs 2.5 3.6
Net finance costs 1.6 1.9 0.5 0.2 0.8
Other 0.2 (0.5) 0.4 0.7 0.1
Underlying EBITDA (per financial statements) 23.5 54.4 42.2 13.4 9.5
Adjustment for associate earnings (3.3) (4.6) (0.6) 0.9 (3.5)
Cash lease cost (2.6) (2.6) (2.5) (2.3) (2.9)
EBITDA for valuation purposes 17.6 47.2 39.1 12.1 3.1
Underlying EBITDA is a non-GAAP measure defined and disclosed in Rakon’s financial statements. We
have included a reconciliation to EBITDA (excluding NZ IFRS 16) which includes the cash lease cost as well
as removing the portion of earnings from associate include in Underlying EBITDA. We have done this for
valuation purposes and to ensure earnings comparability with the listed trading comparable companies.
The following are key points to consider when considering Rakon’s financial performance.
5.1.1 Revenue and gross margin
Although Rakon has historically reported its segments by manufacturing and R&D location, we have
considered the historical analysis based on the market segments as this is more consistent with the way in
which it will report going forward and the basis on which its forecasts are prepared. Due to the expected
growth, AI and Data Centre will be a standalone reporting segment in FY26.
Telecommunications revenue and gross margin
Figure 5: Telecommunications financial performance

• Telecommunications remains Rakon’s largest segment despite its recent performance.
• Over the last 5 years the Telecommunications business has been significantly impacted by 5G. FY21
to FY23 was characterised by strong growth with the initial roll out of the 5G network, as well as
upgrades to the 4G network. The shift towards remote working and continuous developments in
cloud computing equipment and infrastructure also bolstered demand during this period. During this
period, mobile operators stockpiled inventory in response to the global logistics challenges
experienced at the time.
40%
44%
43%
34%
27%
0%
20%
40%
60%
FY21FY22FY23FY24FY25
Gross profit margin
Gross margin %
77m
86m
101m
67m
45m
0
20
40
60
80
100
120
FY21FY22FY23FY24FY25
$ millions
Revenue

calibrepartners.co.nz page 28
• This was followed by a period of market cyclical weakness and a consequent significant decline in
order volumes as mobile operators deferred capital expenditure in response to challenging macro-
economic conditions and reducing and normalising inventory that had been accumulated up to FY23.
• Management noted in the FY25 annual report that the first half of FY25 was the most challenging
period for the Telecommunications market since 2018. This was experienced broadly across the
market, rather than being specific to Rakon. Rakon notes that it has maintained its market share,
despite the contraction in revenue.
• FY25 revenue was further impacted by the strategic decision to exit a relationship with a Chinese
customer, accounting for approximately 5% of Telecommunications revenue.
• The reduction volumes since FY23 meant that Rakon lost its economies of scale and operating
leverage, resulting in the Telecommunications gross margin contracting from a high of 44% to 27% in
FY25.
• Although FY25 was challenging overall, the second half showed improvement, indicating improving
and stabilising market conditions with the inventory normalisation complete and 5G investment
resuming across North America.
Positioning revenue and gross margin
Figure 6: Positioning financial performance

• Rakon’s Positioning segment benefitted from the TCXO chip shortage primarily during FY22 and
FY23. Management attributed $8 million (FY22) and $ 10 million (FY23) of revenue to the shortage.
This also temporarily bolstered margins. In addition to this, strong growth in the industrial and
automotive segments, as well as a resurgence in emergency beacons as global travel resumed post
COVID-19 supported strong revenue growth during this period.
• Revenue however decreased by nearly 60% in FY24 as customers began drawing down on stockpiled
inventories ordered during the shortages in prior years. Similar to the telecommunications markets,
the positioning sector slowed down cyclically and as customers readjusted inventory levels.
• Management also note that increased competition in the market is driving down prices, particularly in
the less specialised markets such as consumer positioning segment. However, Rakon’s market share
in the high margin specialised Precise Positioning market, which includes emergency beacons, has
remained steady, albeit the market remains relatively flat.
• Increased pricing pressure and the loss of economies of scale as revenues fell resulted in a reduction in
margins, albeit not as severe as that seen in the telecommunications sector.
50%
57%
53%
43%
45%
30%
40%
50%
60%
FY21FY22FY23FY24FY25
Gross profit margin
Gross margin %
14m
28m
34m
14m
11m
8m
10m
0
10
20
30
40
FY21FY22FY23FY24FY25
$ millions
RevenueRevenue attributable TCXO chip shortage

calibrepartners.co.nz page 29
Aerospace and defence revenue and gross margin
Figure 7: Aerospace and defence financial performance

• Since FY22 Aerospace and Defence revenue has grown at a Compound Average Growth Rate (CAGR)
of around 7% with 15% growth between FY24 and FY25. Management advise that growth has been
driven by demand for Rakon’s subsystems and components for New Space applications, including LEO
satellite constellations
8
and government space and defence programs.
• The company has reported that it has a strong, multi-year order book currently valued at $75 million,
and significant multi-million-dollar satellite subsystem contracts (notably with MDA Space). It
announced it had secured a three-year $17 million LEO satellite subsystem contract in May 2024. We
understand this backlog is contracted, typically signed one to three years ahead of delivery. The
company is targeting additional contracts and organic growth on the back of rising global space
investment, estimating an addressable market in excess of $1 billion. The recent expansion of the
French R&D and manufacturing facility will add capacity to deliver these contracts.
• The Aerospace and Defence segment has the highest, and most consistent, gross margin. The
products often achieve higher margins due to the engineering and skill requirement and limited
competition, in comparison to the more traditional Telecommunications and Positioning products.
Notwithstanding, gross margins have contracted from the highs of FY22 and FY23 due to a
combination of changing product mix, ramp-up efficiency effects and input cost inflation.
Other
• Other revenue has historically included Internet of Things and other emerging applications.
• The majority of Rakon’s FY25 revenue (close to 75%) was derived from customers based in the United
States and Asia. However, the revenue from both regions declined 17% and 29%, respectively
compared to FY24. This was due to the relatively higher exposure to Telecommunications in both
these markets and Positioning in Asia. Asia was also affected by the strategic decision to exit a
relationship with a Chinese client which accounted for 5% of total revenue.

8
LEO satellite constellations are large groups of satellites operating together in low earth orbit to provide continuous global or
near global coverage for services like internet, communications, earth observations (collecting data) and navigations.
30m
24m
29m
37m
42m
0
10
20
30
40
50
FY21FY22FY23FY24FY25
$ millions
Revenue
67%
71%
69%
65%
64%
50%
60%
70%
80%
FY21FY22FY23FY24FY25
Gross profit margin
Gross margin %

calibrepartners.co.nz page 30
5.1.2 Cost of sales and operating costs
• A significant portion of Rakon’s cost base (close to 50% in FY25) is employee costs. These are recorded
in both cost of sales and operating costs, and are largely fixed.
• Total R&D investment has remained relatively stable at around $22 million; however, during FY25
there was a high volume of new product capitalisation resulting in a reduction of the expense
recognised in the statement of profit and loss. The investment in R&D is not variable with revenue and
the amount capitalised and expensed is dependent on the stage of technical and commercial viability.
• Overall, the nature of Rakon’s business means it has a relatively high fixed cost base which results in a
high degree of operating leverage and increases earnings volatility. It has however undertaken
significant cost reductions, including a ~22% reduction in workforce and accelerated manufacturing
transfers to India. These costs savings will be realised across cost of goods and operating costs. Recent
initiatives include workforce reduction, overhead efficiency initiatives and manufacturing transfers to
India (which improves the unit cost and utilisation).
• FY25 includes non-recurring expenses of $3.6 million related to restructuring and transaction costs.
These are recorded in general and administration expenses.
Figure 8: Costs versus revenue

69.3
81.9
91.5
70.2
59.0
49.0
49.3
58.8
59.4
55.0
128.3
172.0
180.3
128.0
103.7
-
40.0
80.0
120.0
160.0
200.0
FY21FY22FY23FY24FY25
Cost of salesOperating costsRevenue

calibrepartners.co.nz page 31
5.2 Half year performance and earnings guidance
Table 9: Summarised half year performance, unaudited ($ millions)
HY22 HY23 HY24 HY25 HY26
Revenue 85.4 87.2 61.3 41.7 54.2
Gross profit 43.5 43.5 26.1 15.7 26.5
Gross margin % 50.9% 49.9% 42.6% 37.8% 48.8%
Operating expenses 24.6 28.4 28.8 30.0 29.6
Net profit after tax 18.9 16.0 0.5 (10.4) (3.0)
Underlying EBITDA 26.4 28.1 5.3 (7.3) 3.6
Capital expenditure 4.4 9.7 7.3 6.9 7.9
Operating cash flow 4.5 0.0 7.3 8.3 6.4
Source: Rakon interim reports
Figure 9: HY26 revenue

Rakon reported total 1H26 revenue of $54.2 million, which is an increase of 30% on the 1H25.
Telecommunications
Revenue recovered in 1H26, growing 49% compared to the comparable prior period as 5G network capex
and densification resumed. Gross margin also improved significantly, increasing to 42% as order volumes
increased. Management expects a gradual recovery as network investment resumes and next generation
timing requirements increase (including through AI-enabled network architectures).
Positioning
Positioning revenue grew by 14% from subdued levels in 1H25. Management note that Rakon is targeting
new opportunities in the emerging market for Precise Positioning products for autonomous vehicles and
uncrewed vehicles.
Gross margins also improved from 45% in 1H25 to 51% in 1H26 off the back of increased volumes,
change in product mix, cost initiatives and a normalisation of the prior period impacts (e.g. inventory sell
down).
34.2
16.8
25.0
7.2
5.5
6.3
15.3
16.8
20.1
4.6
2.5
2.8
-
5.0
10.0
15.0
20.0
25.0
30.0
35.0
40.0
HY24HY25HY26
$ millions
TelecommunicationsGlobal positioningAerospace & defenceOther

calibrepartners.co.nz page 32
Aerospace & defence
High demand for LEO satellite and radar system components underpinned the strong 1H26 result, with
revenues up 20% year on year to over $20 million.
Rakon completed the expansion of the French manufacturing facility which has added near term capacity.
Capacity and production ability will be key to unlocking value from the $75 million plus backlog, which
Management note is the largest in Rakon’s history.
Margins remained stable at 63% (1H25: 64%).
Cost initiatives and transformation benefits
Rakon announced in October that it had completed the ramp-up for volume production of its Mercury+
TM

product line in India. This product line was transferred from New Zealand and contains high volume,
cutting-edge products for Telecommunications and AI and datacentre applications.
The transfer of the first 25% of production to India delivered approximately $2 million in incremental gross
margin over the first half of FY26
9
.
The transformation benefits programme comprises a portfolio of multi-year operational initiatives to
improve unit economics and operating leverage while protecting quality, delivery, and customer
qualification requirements. These are reflected in the company’s long range plan, realised through
improved gross margin and operating cost reductions.
Earnings guidance
Management reaffirmed earnings guidance of between $15 million and $ 24 million Underlying EBITDA,
with earnings heavily skewed towards the second half of FY26. Growth is expected to be led by Aerospace
and Defence, with expanding programmes in AI and Datacentre, and a steady recovery in
Telecommunications and global 5G investment resumes.

9
HY26 Half Year results presentation

calibrepartners.co.nz page 33
5.3 Financial position
The historical financial positioning of Rakon is summarised below:
Table 10: Historical financial position ($ millions)

Mar 22 Mar 23 Mar 24 Mar 25 Sep 2 5 Dec 25
Cash and cash equivalents 39.2 21.7 17.8 15.3 12.4 16.8
Trade and other receivables 44.5 51.4 51.9 53.5 54.4 56.6
Inventories 57.3 62.6 54.9 46.4 56.6 63.0
Other current assets 1.8 1.6 1.1 1.3 2.1 2.6
Total current assets 142.8 137.3 125.8 116.5 125.6 139.0
Property, plant and equipment 21.4 34.4 40.1 41.5 45.2 42.6
Intangible assets 7.2 7.7 10.8 19.9 21.8 26.2
Right-of-use assets 4.8 3.4 7.0 9.1 7.9 7.5
Interest in associate 16.2 14.2 11.7 13.7 14.1 13.7
Trade and other receivables 1.9 3.6 2.7 2.7 2.9 2.9
Other non-current assets 3.8 3.2 0.4 1.1 1.2 0.9
Deferred tax asset 1.8 3.5 9.1 12.9 12.2 12.1
Total non-current assets 57.0 70.0 81.9 101.0 105.3 106.1
Total assets 199.9 207.3 207.7 217.4 230.9 245.1
Current portion of borrowings (1.3) (1.6) (1.4) (1.4) (1.2) (1.5)
Trade and other payables (36.0) (30.1) (25.6) (29.2) (45.5) (50.7)
Current income tax liabilities (2.5) (1.7) (0.9) (1.0) (1.7) -
Current portion of lease liabilities (2.1) (1.6) (2.0) (2.6) (2.5) (2.5)
Other current liabilities (1.5) (5.3) (4.0) (3.8) (2.7) (4.5)
Total current liabilities (43.3) (40.2) (33.9) (38.1) (53.7) (59.2)
Non-current borrowings (14.7) (3.6) (5.2) (11.0) (10.3) (19.4)
Provisions (2.8) (3.1) (3.8) (3.3) (3.6) (3.9)
Non-current lease liabilities (3.4) (2.5) (5.8) (7.5) (6.4) (6.0)
Other non-current liabilities (0.5) (1.0) (0.2) (3.0) (1.6) (1.4)
Total non-current liabilities (21.4) (10.2) (15.0) (24.8) (21.9) (30.7)
Total liabilities (64.7) (50.4) (48.9) (62.9) (75.6) (90.0)
Net Assets 135.2 156.9 158.8 154.6 155.3 155.1
Source: Rakon annual report, half year reports and management accounts

calibrepartners.co.nz page 34
Assets
The majority of fixed assets is represented by plant and machinery (~55%), land and buildings (~22%) and
assets under construction (11%). Assets under construction relates to the India facility ramp-up, upgrades
to the French HiRel site and other production and test equipment projects in progress.
The majority of intangible assets relates to capitalised development costs, which consists of product
development assets (i.e. already used in operations) and assets under construction. Development costs are
capitalised when research findings are applied to create new or improved products or processes that are
technically and commercially feasible.
The graph below shows the historical capital expenditure for fixed assets and capitalised R&D.
Figure 10: Capital expenditure

Since FY22 Rakon has significantly increased its investment in fixed assets with the commissioning of the
Bengaluru facility and the expansion of the French HiRel facility.
Working capital
$ millions 31 Mar 22 31 Mar 23 31 Mar 24 31 Mar 25 30 Sep 25
Inventories 57.2 62.6 54.9 46.4 56.6
Trade & other receivables 46.5 55.0 54.7 56.2 57.3
Creditors & accruals (36.0) (30.1) (25.6) (29.2) (45.5)
Income tax receivable/(payable) (2.2) (1.3) 0.2 0.1 0.1
Net working capital 65.5 86.3 84.1 73.5 68.5
Inventory days on hand 212 239 306 313 301
Receivables days on hand 94 103 156 195 191
Payables days on hand 139 132 145 169 246
Source: Rakon annual report
Inventory increased during FY23 for supply chain resilience with the intention to reduce levels as market
volatility eased and as the Bengaluru facility ramped up production. The inventory balance reduced
markedly through FY24 and FY25 due to lower production volumes in response to the market and selling
down previously elevated balances.
During the first half of FY26 inventory levels increased to scale as capacity has increased and order
volumes have improved.
0.9
1.7
1.4
4.3
9.8
4.2
8.7
17.3
12.7
7.1
-
2.0
4.0
6.0
8.0
10.0
12.0
14.0
16.0
18.0
20.0
FY21FY22FY23FY24FY25
Intangible assets (capitalised R&D)Fixed assets

calibrepartners.co.nz page 35
Borrowings
$ millions HSBC RCF French
government loan
Other Total
Current - 1.4 0.04 1.4
Non-current 8.4 0.7 1.9 11.0
Total 8.4 2.1 1.9 12.4
HSBC is the primary provider of both traditional banking services and lines of credit to Rakon. The
revolving credit facility (RCF) totals $48 million, and is guaranteed by the Company, and is subject to
covenants. As at FY25, around $40 million of the facility was unutilised, the drawdown of $8 million
utilised to fund capital and working capital investment during the company’s transformation and growth
ramp-up.
The French government loan consists of the remaining amount of the French government backed loaned
provided by Credi Agricole Provence Cote D’Azur during the COVID-19 interruptions. The loan has an
effective interest rate of 0.55% with repayments spread equally between its extension in May 2021 to
June 2026.
Other borrowings primarily consist of funding used for bridging the timing between receiving and
claiming the French R&D tax creditors, provided by BPI France, a public sector investment bank.
5.4 Risks and opportunities
The following risks and opportunities influence Rakon’s near to mid-term outlook:
• Return of the core markets from cyclical weakness. Positioning is not yet fully commoditised and
Rakon retains its position in the precision end of the market. Telecommunications and Positioning will
however remain important and stable segments of the business.
• Diversification into new products and growth markets. Rakon’s end market mix is evolving toward less
cyclical segments.
• Manufacturing facilities have been expanded to accommodate growth in aerospace and defence and
to improve manufacturing cost efficiencies. However, the company will be exposed to execution risks
and benefits associated with the manufacturing transfer.
• Rakon has customer concentration risk in certain end markets. Both the telecommunications and
hyperscaler markets are highly concentrated. Currently AI capex spend is high; however, if
monetisation of AI disappoints capex could moderate. Similarly, datacentre architectures evolve
rapidly and alternative synchronisation approaches or timing solutions could emerge. AI technology
evolution could reduce demand for current infrastructure configurations.
• MEMS-based oscillator technology is a potentially disruptive competing product.
• Rakon has stated that current US tariffs are not expected to have a material impact, and has estimated
the potential cost as ~2% (or less) of revenue. However, the net impact will depend on the final tariff
regime (including product classification and country-of-origin rules).

calibrepartners.co.nz page 36
6. Valuation
6.1 Approach to valuation
Standard of value
We have estimated the ‘fair market value’ of Rakon. Fair market value is the price that would be
negotiated in an open and unrestricted market between a knowledgeable, willing but not anxious buyer
and a knowledgeable, willing but not anxious seller, both acting at arm’s length.
Business interest being valued
Our valuation assumes the acquisition of 100% of Rakon and therefore includes a control premium.
A controlling interest is generally more valuable than a non‑controlling interest because it allows influence
over key decisions, such as dividends and investment strategy. As a result, the value we have assessed is
higher than the level at which we would generally expect Rakon shares to trade on the share market
under normal conditions.
Common valuation techniques
The three most commonly used valuation methods applied to business valuation are:
• Discounted cash flow (DCF) method
• Capitalisation of earnings and other market-based approaches
• Summation method, and other cost-based approaches.
Each of these methods is appropriate in different circumstances. A key factor in determining which
method is appropriate is the actual practice commonly adopted by purchasers of the type of business
involved. These valuation methods and approaches are explained in greater detail at Appendix 3.
Valuation techniques adopted
We consider the DCF methodology is appropriate because:
• The DCF methodology is suited to valuing businesses where current earnings do not reflect future
earnings. This is particularly relevant for businesses experiencing high growth or undergoing
structural change. This applies to Rakon, which has recently transferred manufacturing lines to India,
invested in capacity in France, diversified its end‑markets, implemented cost initiatives, and is seeing
its Telecommunications business recover from a cyclical downturn.
• The DCF methodology allows key assumptions – such as revenue recovery and future growth – to be
explicitly incorporated and tested within the valuation analysis.
• The DCF valuation requires long‑term financial forecasts. Rakon has prepared a Long Range Plan
(LRP) covering five years (FY26–FY30) and shared it with Bourns. The LRP includes base‑case, upside,
and downside scenarios.
We would normally value each major business segment separately. However, while forecast revenue is
split by end‑market, the forecast gross margin and the rest of the profit and loss are not prepared on a
segment basis. As a result, we have not completed a sum‑of‑the‑parts valuation.
Instead, we have undertaken sensitivity analysis, using the LRP and our own assumptions, to assess the
relative value impact of the up and downside to the key end‑markets (A&D, AI / Datacentres, and
Telecommunications).
We have also used a market-based approach to crosscheck the value derived from the DCF method. In
particular, we have considered EBITDA multiples.

calibrepartners.co.nz page 37
Valuation date
We have adopted a valuation date of 31 December 2025, which is the date of the most recent balance
sheet available at the time we prepared this Report.
Our valuation was finalised on 17 February 2026. We considered and factored in events that occurred up
to this date. Our valuation does not take account unforeseen events that occurred after 17 February
2026. Therefore, when deciding on whether to accept or reject the Offer, shareholders may want to also
consider events that occur after this date, such as movements in the prices of other listed companies,
changes to interest rates, and changes to foreign exchange rates.
6.2 Valuation summary
We estimate the fair market value of Rakon’s equity at between $1.46 and $1.94 per share, as
summarised in the following table.
Table 11: Valuation assessment ($ millions, except where specified otherwise)

Low High

Enterprise value 330.0 440.0
37% equity interest in Timemaker 13.5 16.1
Net debt (4.1) (4.1)
Equity value 339.4 452.0
Diluted shares outstanding (millions)
10
232.8 232.8
Equity value (per share) $1. 46 $1.94
We assess the enterprise value of Rakon at between $330 million and $440 million using the DCF
methodology (Section 6.3). We have cross checked the enterprise value range using a market-based
approach – benchmarking using EBITDA multiples (Section 6.4).
To determine the equity value, we:
• Add $13.5 million to $16.1 million to account for Rakon’s interest in Timemaker. This interest is
incremental to the enterprise value. We have calculated a value for Timemaker using a market-based
approach (EBITDA multiples), with a deduction for that entity’s net debt. The value we assess for
Rakon’s interest in Timemaker is broadly equivalent to its the carrying value of around $13.7 million.
• Deduct $4.1 million of net debt. We have based this on the balance sheet as at 31 December 2025.
This includes $20.9 million of debt, partially offset by $16.8 million of cash and cash equivalents.
Our valuation is for 100% of Rakon and therefore includes a premium for control. The value exceeds the
price at which, based on current market conditions, we would expect Rakon’s shares to trade in the
absence of a takeover offer or transaction similar in nature to the Offer.
Our assessment of value represents a relatively wide range, with the low and high ends approximately
16% away from the mid-point value. We consider this appropriate in circumstances where there is
substantial uncertainty associated with:
• The level of success actually achieved by Rakon in the New Space and AI / Datacentre industries.
• The timing and extent of the manufacturing benefits that are expected to be realised from the transfer
of certain lines to the Bengaluru facility. The investment and costs have largely been incurred, while
the full benefits are to be realised.
• The timing and extent of the benefits expected from the organisation transformation initiatives.

10
Total number of shares consists of 229,809,013 ordinary shares on issue and 2,910,613 share rights.

calibrepartners.co.nz page 38
• The regulatory risk remains and could be worse than the Company’s current expectation.
6.3 Discounted cash flow (income approach)
Principal assumptions and valuation parameters
Forecast cash flows
There is significant uncertainty in estimating the growth trajectory of Rakon’s participation in New Space
and AI / datacentres industry. Similarly, it is challenging to anticipate the timing and extent to which the
organisation transformation and cost saving initiatives will be realised. Given this, three scenarios have
been prepared as part of the LRP; ‘Base Case’, ‘Downside’ and ‘Upside’. The Base Case scenario represents
management’s best estimate of the business performance between FY26 and FY30.
The key assumptions for the scenarios are summarised in the following Table.
Table 12: Key assumptions

Downside Base Case Upside
Telecoms
• Pricing pressure remains
elevated, without
commensurate cost savings
and volume increases. This
remains a structural difference
(i.e. the downside revenue does
not converge to Base Case
revenue over the long term, it
remains permanently lower)
• Cyclical market recovery.
• Rakon gains 5G market share
due to higher demand for
Fixed Network infrastructure,
requiring Rakon products.
• Cost-down improves
competitiveness and drives
volumes.
Aerospace
and Defence
• Program timing is delayed,
resulting in lower growth
expectations over the forecast
period. The lower growth
assumption is structural,
meaning it persists (i.e. the
downside revenue does not
converge to Base Case revenue
over the long term, it remains
permanently lower)
• Structural growth market.
• Growth based on probability
weighted pipeline.
• Space growth is driven by
increased spend per satellite,
rather than launch cadence
alone and transition to higher
value sub-systems.
• Programs executed broadly in
line with contracted
schedules – reflecting Rakon’s
embedded position with high
qualification and switching
barriers.
• Incremental aerospace and
defence programs progress
faster than expected.
AI and
Datacentres
• Adoption takes longer to
convert to volume. This results
in a permanent difference in
the scale of the AI business
compared to the Base Case.
• Initial high growth as Rakon
grows from design-in wins
and increases scale from a
small base.
• Demand focused on short
term wins with anchor clients.
• Demand accelerates beyond
initial anchor clients.
Cost and
transform.
initiatives
(reflected in
Gross profit
and opex)
• Manufacturing transfer and
operational benefits take longer
to be realised, extended dual
running (NZ and India
manufacturing),
• Operational inefficiencies
persist for longer.
• Manufacturing transfer and
organisational transfer
progress to plan.
• Cost efficiencies realised from
the transfer of back-office
functions from New Zealand
to India
• Manufacturing transfer and
operational benefits are
executed earlier, benefits
realised ahead of plan.
Opex and
capex
(incl R&D)
• Retain critical investment.
• Required to sustain existing
operations.
• Incremental investment to
support market expansion
and delivery at scale.

calibrepartners.co.nz page 39
The base case does not assume any market share expansion unless there are identified execution
pathways. In other words, it does not include any speculative customers but does include substantial
growth where there is an identified pathway to achieving the growth.
Forecasts beyond FY30
Management has prepared forecasts to FY30, by which time Rakon is assumed to have reached a mature
position within each of its key identified markets, albeit to a different extent in each scenario.
We have extended to forecast period for a further 5 years, primarily to reflect a period of more subdued
revenue growth, but still greater than a long-term inflationary growth rate which would ordinarily be
assumed in perpetuity.
Corporate tax
Rakon France has carried forward tax losses of approximately €56 million (equivalent to approximately
$110 million) that can be used to offset future taxable income in that jurisdiction. Management has
recognised a deferred tax asset of $3.5 million in respect of a portion of these losses, where it considers
there will be sufficient future taxable income against which the tax losses can be offset.
We understand that at this stage it is not clear the extent which the accumulated losses would be
available to a potential purchaser.
We have adopted the effective tax as per Rakon’s base case LRP, which tend to be around 20% over the
forecast period to FY30. For the extended forecast period beyond FY30 we have assumed the FY30
effective tax rate of 20% will persist. In the terminal period we assume a marginal tax rate of 28%, this is
on the assumption that temporary differences will not continue into perpetuity.
Terminal growth rate
We assume Rakon reaches a steady state at the end of the extended forecast period and thereafter grows
at a terminal growth rate of 2%, which is consistent with long-term inflation expectations.
Discount rate
We have determined the discount rate based on estimates of the post-tax, nominal weighted average cost
of capital (WACC) for Rakon.
We have calculated a WACC range of 11.5% to 12.8%, which is broadly consistent with the WACC adopted
in broker reports covering Rakon. Our discount rate assessment is detailed in Appendix 4.
This discount rate does not include any specific company risk premium associated with execution risks
inherent to the LRP forecasts. We instead reflect that risk in the valuation range we adopt.

calibrepartners.co.nz page 40
DCF valuation scenarios
Figure 11 shows the value ranges implied by our DCF valuation, based on the LRP and the other valuation
inputs described above.
Figure 11: Enterprise value scenarios ($ millions)

There is a wide range in value between the scenarios, largely driven by the growth trajectory assumed for
A&D (in particular Aerospace / Space) and AI/Datacentres. We consider this to be unsurprising given the
stage of industry cycle and Rakon’s early transition into these industries.
DCF valuation sensitivities
To isolate and demonstrate the relative value impact of the more material assumptions, we have
performed a series of sensitivities. We first adopt the Base Case forecasts with a midpoint discount rate of
12.1%. We then apply a sensitivity by varying the relevant segment’s / initiative’s assumptions between
the Downside and Upside forecasts. We do this for each of:
• A&D revenue, with an assumption necessary for the gross margin impact
• AI/datacentre revenue, with an assumption necessary for the gross margin impact
• Telecommunications revenue, with an assumption necessary for the gross margin impact
• Quantum and timing of the transformation benefits.
The sensitivity shown also include an assessment assuming the forecast ends at the FY30 period forecasts
in the LTP, rather than our own extension of the forecast beyond that period.
372
234
553
434
273
645
0100200300400500600700
Base case (WACC range)
Downside (WACC range)
Upside (WACC range)

calibrepartners.co.nz page 41
Figure 12: Enterprise value base case sensitivities ($ million)

The two segments that create the most significant variance in value are A&D (with variance coming mainly
from differences in New Space), and AI / Datacentres. Our approach of extending the forecast for a further
five years, rather than immediately adopting a terminal value, is also having a material positive impact on
value.
DCF valuation adopted range
Based on the above, we assess an enterprise value of between $330 million and $440 million for Rakon.
Our valuation range effectively assumes Rakon perform towards its base case, with any substantial
outperformance in one way likely to be offset by underperformance in another.
This assessment also takes account of increased uncertainty associated with the performance of Rakon
beyond the forecast period in the LRP.

298
372
356
325
335
381
345
434
431
509
549
488
250300350400450500550600
Base case (WACC range, FY30 terminal period)
Base case (WACC range)
Base case (transformation benefit range)
Base case (AI and datacentre revenue range)
Base case (A&D revenue range)
Base case (Telecommunications revenue range)

calibrepartners.co.nz page 42
6.4 Earnings multiples (market approach)
6.4.1 Comparable listed companies
We have used a market approach as a crosscheck to the enterprise value we assess using the DCF
approach.
We set out in the graph below a selection of comparable listed companies, and the multiples implied by
recent on market trading in their shares.
Benchmark multiples for listed companies are for small parcels of shares. Therefore, these multiples
typically exclude a control premium that would often apply to a 100% shareholding.
The companies shown in Figure 13 are companies which we have identified as providing similar products
to Rakon, or operating in similar end markets. We note that there are differences between Rakon and the
comparable companies in terms of scale, diversity and complexity of products, as well as whether they
manufacture in house or outsource manufacturing. There are also differences in the volatility of earnings
between the comparable companies which is dependent on the core markets in which they operate as
well as the underlying technology used. Similarly, the comparability of the companies identified depends
on their exposure or market share of particular industries, for example whether a company’s products are
aligned to mass market telecoms, or high specification chips for Aerospace and Defence application,
which have significantly different growth prospects.
The earnings multiple will reflect these factors such as the growth expectations and risk of the underlying
companies. Typically, companies with higher growth prospects trade at higher multiples, all else being
equal. Similarly, companies with higher perceived risk will trade at lower multiples, all else being equal.
All of these factors should be borne in mind when referencing the comparable company data.
We have focussed our cross check on the multiple of FY27 EBITDA. This year reflects the strong initial
growth in A&D, AI/Datacentres and the cyclical recovery of the Telecommunications business.

calibrepartners.co.nz page 43
Figure 13: EBITDA multiples of comparable listed companies
11

Country USA USA Taiwan Japan Japan USA UK Taiwan
Revenue $7,200m $90m $724m $444m $611m $6,975m $44m $113m
Gross margin 54% 44% 33% 23% 29% 41% 68% 20%
Manufacturing No Yes Yes Yes Yes Yes No Yes
EBITDA
growth
12

144% 9% 12% 16% (6%) 4% NM NM
Markets
Telecoms

A&D

AI/Datacentre

Automotive

Other


11
Si Time is not included as it did not generate positive EBITDA over the last financial year or LTM, and the FY+1 EBITDA multiple
of c.72x is not reflective of the long-term performance. EBITDA FY+1 refers to the forecast EBITDA for the financial year for
which no results have been announced (i.e. for a company whose most recent year end was 31 December 2025 and no results
have been announced, FY+1 refers to the year ended 31 December 2026). Multiples are based on the share price as at 31
December 2025.
12
EBITDA growth is measured between LTM EBITDA and FY+1 EBITDA
NM
14.0x
7.8x
7.6x
5.0x
9.5x
13.0x
9.9x
18.9x
12.9x
6.9x
6.6x
4.8x
9.1x
NMNM
-
2x
4x
6x
8x
10x
12x
14x
16x
18x
20x
MicrochipM-tron
Industries
TXCDaishinkuNihon
Dempa
Kogyo
SkyworksCML
Microsystems
Siward
Crystal
EV / EBITDA (LTM)EV / EBITDA (FY+1)

calibrepartners.co.nz page 44
Si Time
Si Time and Rakon present fundamentally different approaches to the timing market. Si Time is a pure-
play MEMS timing company using a fabless model, compared to Rakon being a traditional quartz crystal
manufacturer with vertically integrated manufacturing. Si Time also has a comparatively aggressive R&D
approach, spending over 50% of revenue on R&D in FY25. Si Time’s silicon-based MEMS timing solutions
are an alternative to quartz-based timing solutions. Si Time’s solutions serve the same markets as Rakon,
spanning the more traditional telecommunications markets as well as high growth markets such as
aerospace and defence, internet of things and AI datacentres. The majority of Si Time’s revenue is
generated in the Asia-pacific region.
Si Time is of a significantly larger scale than Rakon, with market capitalisation of over 50x that of Rakon
(pre-offer), as well as a wider range of products in addition to crystal oscillators. Si Time has also
experienced significant revenue growth in recent years, growing from around $230 million revenue in
FY23 to roughly $540 million in FY25, and is forecast to grow to over $1.1 billion FY28. For these reasons
we would expect it to trade at a higher multiple compared to Rakon. However, due to the significant
research and development spend by Si Time in recent years it has been loss making at the EBITDA level,
with non-meaningful EBITDA multiples.
Microchip Technology
Microchip produces intelligent control solutions including microcontrollers (MCUs), microprocessors and
analogue circuits. Microchip serves similar end markets to Rakon, including Aerospace and Defence,
communications infrastructure and AI datacentres. Microchip’s products have broader applications
including consumer device, industrial applications as well as medical equipment, and roughly half of their
revenue being generated in Asia. Microchip has a broader product offering, with timing (via Vectron) a
small part of the portfolio whereas it is core to Rakon.
Similar to Si Time, Microchip is of a significantly larger scale than Rakon, with market capitalisation of over
$70 billion. Microchip’s scale provides greater R&D capacity and purchasing power. It also operated a
hybrid manufacturing model whereby it manufactures its products as well using external foundries. This
provides a degree of flexibility and typically supports higher gross margins. Similar to Rakon it suffered
revenue and margin contraction recently.
Microchip’s growth profile according to broker estimates appears similar to Rakon’s with material growth
in the near future and a rough doubling of EBITDA.
Given the fundamentally different scale of the business, its product and customer diversification and
market position, on balance we would expect Microchip to trade at a premium to Rakon.

calibrepartners.co.nz page 45
M-Tron Industries
M-Tron manufactures and designs highly engineered electronic components for space, defence and
avionics. In addition to crystal oscillators M-Tron also manufacture filters and amplifiers. Whilst M-Tron
products have application in a large number of markets, its primary focus and vast majority (more than
90%) of its revenue is generated from the Aerospace and Defence segment and over three quarters of
total revenue is generated in the Americas. M-Tron has manufacturing facilities throughout the US and in
India. M-Tron is the most comparable to the A&D part of Rakon’s business.
Key similarities Key differences
• Similar scale: both are sub-US$100 million revenue
focussed on specialist timing applications
• M-Tron concentrated in A&D (>90%), Rakon is more
diversified
• A&D focus: both derive significant revenue from A&D • M-Tron not exposed to cyclical Telecommunications
and delivered three consecutive years of growth.
Rakon has reported declining revenues and
contracting profitability and although it is positioned
for growth, the timing and amount is uncertain.
• Both are established in space applications with
qualified products
• Product breadth: M-Tron produces products beyond
timing
• Comparable gross margins • M-Tron has reported strong historical growth, profits
and improving margins. M-Tron’s EBITDA margin is in
the region of 20% compared to Rakon’s expected
FY26 EBITDA margin of ~10%
• Vertically integrated manufacturing
• M-Tron has US-based manufacturing facilities which is
a distinct advantage for US defence contracts.
M-Tron is essentially a defence contractor with a strong order backlog and benefiting from revenue
growth and expanding margin momentum. The company has emphasised that it has long-term contracts
and loyal customers which contribute to stable and predictable earnings. Although it is concentrated in
A&D, it is not exposed to cyclicality to the same extent as Rakon and it has benefited from expanding
defence budgets. Rakon is positioned for growth; however, the trajectory, timing and amount is still
uncertain. Similarly the success of the organisational transformation will only become evident over the
coming years. On balance, we would expect Rakon to currently trade at a similar level or slight discount
to M-Tron.
TXC Corporation
TXC is a manufacturer of frequency control products, including quartz-based oscillators, filters and timing
modules. TXC has manufacturing facilities in China, Indonesia, and in its headquarter factory in Taiwan and
it is one of the top five crystal manufacturers by volume. Its products have a wide application across a
diverse range of markets spanning consumer electronics, automotive and telecom. It specialises in high-
volume production frequency control products whereas Rakon is a specialist focussing on lower volume,
higher-value frequency control and timing products. Essentially all of TXC’s revenue is generated in the
Asia Pacific region. Similar to the Japanese producers focussed on high volume, lower value products, TXC
has a relatively lower gross margin and more subdued growth outlooks. These companies tend to trade at
significantly lower EBITDA multiples compared to the more specialised and high precision comparable
companies described above.
DaiShinku Corp (KDS)
KDS grows its own synthetic quartz crystals, only one of three in the world to do so. It produces quartz-
based crystal oscillators with a range of applications including mobile device, network infrastructure,
automotive electronics and semiconductor embedded equipment. It is relatively more capital intensive
and has comparatively lower gross margins. Similar to TXC, KDS is focussed on high volume consumer
electronics and automotive markets, where scale provides the ability to compete on price.

calibrepartners.co.nz page 46
Nihon Dempa Kogyo (NDK)
Is a mass producer of uniform quartz crystals and oscillators, with applications across a wide range of
sectors including automotive, mobile, medical equipment. NDK’s products do have application in
traditional and New Space; however, we understand this to be a immaterial portion of its offering. NDK
generate roughly half of its revenue within the Asia Pacific region, with the remainder being spread
globally. NDK have production facilities in Japan, Malaysia and China. Similar to KDS it grows synthetic
quartz crystals, a capital-intensive capability that few competitors have.
The above three comparable companies are all more reliant on the traditional communications market,
offering relatively lower value but high-volume units used in consumer electronics and communications
networks. These are historically lower margin companies, with the gross margins of the three companies
between 20% - 30%. Furthermore, they are also less exposed to the secular growth themes such as New
Space and AI infrastructure but rather remain subject to the cyclical volatility of the telecoms market in
which there is high levels of competition and structurally lower margins. On balance, we would expect
Rakon to trade at a higher multiple.
SkyWorks
Skyworks offering is highly diverse, manufacturing a wide variety of connectivity enabling components
including semiconductors, radio-frequency components, amplifiers, mixed signal and analogue devices.
Application of Skyworks products span similar markets to Rakon, with presence in the more traditional
markets of telecommunications and positioning, as well as high growth markets such as aerospace and
defence. Skyworks also has a presence in the medical and healthcare markets, as well as optical
networking.
However, despite this diverse offering it remains highly reliant on one key customer with Apple accounting
for roughly 60% of revenue
13
. We also understand Skyworks has been impacted by Apple’s efforts to
reduce reliance on Skyworks. Whilst Skyworks may be able to adapt and reduce its level of customer
concentration, we expect Skyworks to trade at a lower multiple than Rakon.
CML Microsystems
CML Microsystems is a UK based designer and producer of mixed-signal, RF and microwave
semiconductors for the global communications market. CML focus on producing high performance
products for application in wireless and satellite, network infrastructure, aerospace and defence and the
internet of things. CML’s strategy is to focus on high growth niche markets.
CML’s performance has been relatively volatile over recent years with a significant dip following COVID-19
with gradual recovery to FY25, facing similar market cyclicality to Rakon. CML’s strategy appears to be
aligned to Rakon’s, shifting away from the traditional telecoms market, to focus on capturing growth from
New Space and AI datacentres. There are no forecasts available for CML, therefore we are unable to use it
as a direct comparison of forward EBITDA multiples.
Siward Crystal Technology
Siward Crystal is a manufacturer of quartz-based frequency control components, primarily crystal blanks
used in products such as Rakon’s, as well as basic oscillators. The products therefore fall into the more
commoditised end of the market. There are no forecasts available for Siward Crystal, therefore we are
unable to use it as a direct comparison of forward EBITDA multiples.
Although none of the listed companies are exactly comparable to Rakon, they do provide useful
benchmark data. Our DCF valuation range implies a forward EV / EBITDA multiple between Skyworks’ and
M-Tron’s, which we consider reasonable for the reasons described above.

13
SKyWorks 2024 Annual Report – Apple accounted for 69%, 66%, and 58% of net revenue in 2024, 2023, and 2022,
respectively.

calibrepartners.co.nz page 47
6.4.2 Comparable transactions
We have also benchmarked Rakon against transactions in the broader microelectronics industry.
We note that there is a limited number of recent transactions of directly comparable companies. The
transactions shown in Figure 14 are transactions which are broadly comparable, being transactions in
companies serving similar end markets or producing similar products. We also identified several
comparable transactions for which there was insufficient publicly available data.
The majority of the transactions identified occurred more than 5 years ago, and therefore at a time when
market trends were different, for example the prevalence of AI, the Telecommunications market had not
yet rolled out 5G. For this reason, we have placed less reliance on the transaction multiples.
Figure 14: Selection of comparable transactions multiple

Acquirer MicroSemi Microchip Analog Devices Teledyne Skyworks
Country USA USA USA USA USA
EV $189 million $14 billion $3 3 billion $100 million $18 billion

Vectron was engaged in the design, manufacture and marketing of frequency control, sensor and hybrid
product solutions, based on quartz crystal oscillators. The products offered were highly similar to that of
Rakon’s with automotive, aerospace and defence, telecoms and industrial applications. This added to
MicroSemi’s portfolio of semiconductor products.
Less than a year after MicroSemi’s acquisition of Vectron, MicroSemi was acquired by MicroChip
Technology, adding MicroSemi’s products to its hugely diverse product portfolio of embedded control
solutions. MicroChip has a market capitalisation of over $70 billion.
Both transactions represented vertical acquisitions allowing the acquirers to add complimentary products
to their portfolios and capture a larger market share of the total addressable market. Prior to the Vectron
acquisition earnings had been volatile, despite a consistent increase in revenue. Conversely, MicroSemi’s
earnings had grown consistently increasing over twofold between 2013 and 2017, likely contributing to
the higher earnings multiple.
However, both transactions are potentially outdated, occurring during a period in which the market was
materially different to the market at the current time, with the roll out of 5G not year occurring, and the
growth potential of the AI market and New Space further away on the horizon. For this reason, we place
less reliance on these transactions.
14.8
18.3
23.2
8.6
12.8
0.0
14.4
23.6
12.6
10.8
-
5x
10x
15x
20x
25x
VectronMicroSemiMaxim Integrated
Products
Micropac IndustriesQorvo, Inc
Oct-2017May-2018Jul-2020Nov-2024Oct-2025
EV / EBITDA (LTM)EV / EBITDA (NTM)

calibrepartners.co.nz page ״4
Maxim Integrated Products was a designer and manufacturer of analogue and mixed signal integrated
circuits, with applications in the industrial, automotive, telecoms and consumer markets. Maxim
Integrated products was acquired by Analog Devices, a producer of a diverse range of analogue, digital,
and software solutions, with a market capitaliɿation of over $250 billion.
The implied Eà of the transaction was over $33 billion, therefore of a significantly larger scale than Rakon.
Prior to the transaction, Maɴim generated consistent strong E XTDA margins of around 33%, with gradual
revenue growth. The acquisition also presented various operational synergies as Analog Devices was able
to add Maxim’s technology and IP to its portfolio.
Micropac Industries is a provider of optoelectronics, microelectronics, sensors and displays to the
Aerospace and Defence industry, and was acquired by Teledyne Technologies, a specialist in aerospace
and defence electronics.
Qorvo merged with Skyworks during the latter half of 2025 in a cash-and-stock transaction to enhance
scale and combine their complimentary product portfolios to create a broad markets platform. Qorvo’s
primary offering is that of connectivity and power solutions whilst Skyworks produces analogue and mixed
signal semiconductors.
The complimentary nature of Qorvo’s and Skywork’s products is similar to that of the proposed
transaction, with Rakon’s products expected to compliment Bourn’s. Qorvo’s growth prospects however
appear to be lower than Rakon’s based on consensus estimates, with revenue and EBITDA forecast to
remain flat over the next four years. We understand this to be because Qorvo and Skyworks both operate
in the more mature market of smartphone components and the radio frequency sector. On balance we
would expect Rakon to transact at a broadly comparable multiple.
6.5 Previous Non-Binding Indicative Offer
Rakon previously received a z XO of $1.70 per share in December 2023. This was following two years of
very strong performance, reaching record revenue and earnings following the 5J rollout, albeit the FY24
half year results had started to show signs of contraction. We understand that the NBIO had due diligence
conditions and the transaction ultimately did not proceed due to potential regulatory complexities.
Since then, the company eɴited a customer relationship accounting for 5% of revenue to mitigate the risk
of regulatory compleɴities. Further, revenue decreased 29% in FY24 and a further 19% in FY25 and the
company has reported losses. Although the company is positioned for growth into new markets, it faces
execution and timing risk.

calibrepartners.co.nz page 49
7. Merits of the Offer
The Takeovers Code requires the independent adviser to form an opinion as to the merits of the proposed
transaction and, in doing so, to take into consideration issues wider than just a valuation.
The term ‘merits’ has no definition in either the Takeovers Code or in any statute dealing with securities or
commercial law in New Zealand. Although the Takeovers Code does not prescribe a meaning of the term
‘merits’, the Takeovers Panel has interpreted the word to include both positives and negatives in respect of
a transaction. We have adopted that approach in preparing this Report.
7.1 Rakon’s performance
Over the last five years (FY21 to FY25), Rakon has moved through a pronounced cycle of earnings
volatility. It achieved record performance off the back of the 5G roll-out and a one-off chip shortage event,
followed by material decline in revenue and margins as it faced the cyclical weakness in the
Telecommunications and Positioning markets. Over this period, Underlying EBITDA decreased from a high
of $54.4 million to a low of $3 million. However, the markets are showing signs of recovery from their
cyclical low and Rakon reported materially improved Underlying EBITDA in the first half of FY26 , when
compared to the prior corresponding period ($7.3 million compared to a $3.6 million loss).
Over this period the company has transitioned from being relatively concentrated in the cyclical
telecommunications market to strategically positioning itself to participate in a diversified portfolio of end
markets. Its new markets, notably New Space and AI/datacentres are expected to deliver strong industry
wide growth; however, this is not without risk as to the timing and extent of the growth, its trajectory and
the extent to which new technological disruption could alter the current growth trajectory (either upwards
or downwards). Similarly, it has initiated organisational transformations and reorganisations to drive
efficiencies and improve performance. These are at different stages and the full benefits (and costs in
some cases) are yet to be realised.
Rakon is positioned to participate in the broader portfolio of end markets and deliver on its
transformational objectives. However, these are not without execution and timing risk over the coming
years and the desired growth, and investment to support that growth, will need to be balanced with the
required funding and liquidity headroom the company would like to retain. As at the end of FY25 Rakon
had an undrawn debt facility of approximately $40 million.
Rakon is a reasonably complex company, particularly in relation to its revenue and earnings. It operates
across a wide geographical footprint, with revenue and expenses incurred in multiple jurisdictions. As a
result, Rakon is more complex to manage than most companies of a similar size. This additional
complexity gives rise to higher operating costs and increases the execution risk associated with its
strategic initiatives.

calibrepartners.co.nz page 50
2.׳ Standalone valuation of Rakon
We assess the full underlying equity value of Rakon at between $1.46 and $1.94 per share.
The ffer price of $1.55 per share is within and near the lower end of our valuation range.
Our valuation is primarily based on DCF analysis (Section 6.3٣. This analysis is highly sensitive to the
financial forecasts, for which we have been provided with a wide range in possible outcomes.
We have crosschecked our valuation using earnings multiples ٢³ection 6.4٣.
The value we assess exceeds the price at which, based on current market conditions, we would expect
Rakon shares to trade, in the absence of a takeover offer or equivalent transaction. As such, the Offer may
represent a reasonably good liquidity event for shareholders wishing to exit their investment in Rakon.
We consider shareholders should consider our valuation in the context of:
• Rakon three largest shareholders, who have a good knowledge of its operations, have agreed to
accept the ffer at $1.55 per share. We do not know if those shareholders already had a desire to sell
their shares. However, either way, those shareholders are incentivised to achieve as high a price as
possible.
• Rakon has received interest from multiple parties over the last few years. This includes the NBIO that
ɯas announced in Decemƫer 2023. In these circumstances, we consider likely interested acquirers
would have been aware that Rakon is ‘on the market’.
• The ffer ɯas made 20 ɯorǸing days after it was first notified. This has given other parties the
opportunity to announce their own interest or acquire shares on market. On market trading in Rakon
shares during this period has occurred at prices below the Offer price, and no alternative offer has
been announced.
• The regulatory issue identified below ٢³ection 7.8٣ may be limiting the pool of potential acquirers
interested in Rakon.
• Our valuation range was determined on 17 Ieƫruary 2026 and we considered events that occurred
up to this date when valuing Rakon. Therefore, when deciding on whether to accept or reject the
Offer, shareholders may want to also consider events that occur after 17 Ieƫruary 2026, such as
movements in the prices of other listed companies.
Our valuation of Rakon is set out in greater detail at ³ection 6 of this «eport.

calibrepartners.co.nz page 51
7.3 Potential outcomes of the Offer
There are various possible outcomes, depending on the level of acceptances. These are::
• Bourns receives acceptances to control at least 90% of the Rakon shares
If Bourns receives sufficient acceptances to hold or control at least 90% of the Rakon shares, then
under the provisions of the Takeovers Code, Bourns will have the ability to compulsorily acquire the
remaining Rakon shares it does not already control. Bourns intends to proceed with compulsorily
acquiring the remaining shares in those circumstances.
All shareholders who accept the Offer would receive $1.55 per share they own, in cash.
In the event of a compulsory acquisition, the remaining shareholders would receive the same
consideration as those who accepted the Offer.
• Bourns receives acceptances to control more than 50% but less than 90% of the Rakon shares
Bourns waives the condition on 90% threshold
Bourns has already received acceptances to control more than 50% of the Rakon shares. If Bourns
waives the condition that it receives acceptances sufficient to confer control of at least 90% of the
Rakon shares on issue, then Bourns would acquire the shares held by accepting shareholders only.
Shareholders who do not accept the Offer would retain their shares, which would continue to be
quoted on the NZX.
Shareholders who do not accept the Offer will remain shareholders in a company largely controlled by
Bourns. This would potentially result in reduced liquidity in share trading and less analyst coverage.
The Companies Act, Takeovers Code, NZX Listing Rules and Independent Directors in Rakon’s Board
would provide some level of protection to minority shareholders.
Bourns could increase its interest in Rakon, either by making a follow-on offer, or acquiring further
shares under the ‘creep’ provisions of the Takeovers Code. If Bourns increased its holding in Rakon to
90% or more, it would be entitled (withing a specified period) to acquire the remaining shares in
Rakon. The price of such a compulsory acquisition would depend on the manner in which Bourns
increased its shareholding to 90% or above.
Bourns does not waive the condition on 90% threshold
The Offer will lapse if Bourns does not receive acceptances sufficient to confer control of at least 90%
of the Rakon shares on issue, and Bourns does not waive the condition requiring receipt of such
acceptances.
Shareholders would retain their shares.
In all scenarios where Bourns does not reach the 90% threshold:
• Rakon would remain a listed company.
• All else being equal, we consider that the listed price of Rakon shares would recede from current
levels. However, given the clear indication of interest at $1.55 per share, we consider it is unlikely to
immediately recede to the levels seen immediately before the Offer was notified.
• Rakon’s share price performance over the longer term would depend on the future performance of
the company, and the wider market dynamics.

calibrepartners.co.nz page 52
7.4 Likelihood of an increase to the proposed consideration
As at 17 February 2026, Bourns had received acceptances, or agreements to accept, representing
51.027% of the Rakon shares on issue.
It is possible that the remaining Rakon shareholders demand a higher price to accept the Offer. The
likelihood of Bourns increasing its price will be driven by whether it is comfortable with a shareholding
between 50% and 90%, how close acceptances get to 90%, and whether it sees value in Rakon above its
current Offer price.
If Bourns is comfortable owning a majority stake in a listed entity, and acceptances do not reach 90%, then
we consider Bourns is less likely to increase the Offer price further, given it has already secured 51.027% of
Rakon. However, Bourns may still be incentivised to increase the price, if it considered an increased price
would secure a full takeover.
If Bourns increases the Offer price, all shareholders who accept the Offer will receive the increased price,
regardless of when they accepted. This reduces Bourns’ incentive to increase the Offer price, as it would
be required to pay the higher price to shareholders who have already accepted, even though it could
otherwise acquire those shares at $1.55 per share.
7.5 Prospect of alternative takeover offers during Offer period
The lock up agreements required Bourns to make its Offer on the last day allowed by the Takeovers Code,
following the notice. This has proved potential acquirers with 20 working days to indicate an alternative to
the Offer. We are not aware of any such interest being indicated.
If Bourns waives the condition on acquiring 90% of Rakon shares, it will achieve control and have a
shareholding in Rakon that is greater than 50%. While Bourns holds such a shareholding, any future
takeover offer would need the support of Bourns to succeed.
We therefore consider it very unlikely that an alternative offer would be made for Rakon as any party
wishing to acquire more than 20% of the Rakon’s shares would either require Bourns to sell its newly
acquired shareholding, or need approval from shareholders, which could be blocked by Bourns.
There is no need for Rakon shareholders to accept the Offer early and shareholders do not need to do
anything in relation to the Offer until close to its closing date.
7.6 Future acquisitions of Rakon shares by Bourns
Bourns may acquire shares in Rakon in future transactions. This could occur by Bourns making another
takeover offer, though a scheme of arrangement, or by Bourns acquiring shares on-market or off-market.
The Takeovers Code allows serial offers and does not impose restrictions on timing or pricing.
Given the Lock‑Up Agreements, if Bourns is unlikely to reach the 90% control threshold, it may prefer to
waive the 90% condition and make a follow‑on offer at a later date, rather than increase the consideration
in the current Offer, and be required to pay the higher price to all shareholders.
There is no certainty that any follow‑on takeover offer would occur. Furthermore, if a follow on offer were
made, Bourns would be free to offer a price higher or lower than the current offer of $1.55 per share.
Bourns would also be entitled to acquire an additional 5% shareholding in Rakon in each 12-month
period, by way of on-market and off-market transactions, under the ‘creep’ provisions of the
Takeovers Code. There are no pricing restrictions on these transactions.
On balance, if Bourns acquires a majority interest (greater than 50%) by waiving the condition to reach
90%, then we consider Bourns increasing its interest in Rakon at some future point in time, either through
a further takeover offer or the ‘creep’ provisions, would be reasonably likely. The price of any such
transaction would depend on Rakon’s performance and outlook at that time. The timing and occurrence
of any follow‑on transaction would be entirely at Bourns’ discretion. Bourns could also block alternative
offers.

calibrepartners.co.nz page ׯ5
If Bourns increases its shareholding in Rakon to 90% or more, whether through a ‘creep’ acquisition or a
further takeover offer, it would then have the right to compulsorily acquire the remaining shares.
Conversely, if Bourns choose not to eɴercise that right, the remaining Rakon shareholders, would have the
right to require Bourns to purchase their shares. The price for any compulsory acquisition would depend
on how Bourns reached the 90% threshold, and in some cases the Takeovers Code would require the price
to be determined by an independent expert.
7.7 Prospect of an investor acquiring a strategic shareholding of less than 20%
It is possible that an investor could acquire a strategic shareholding of greater than 10%, which could be
considered a blocking stake because it would prevent Bourns from achieving the 90% shareholding
necessary to compulsorily acquire Rakon under the Takeovers Code. It is possible that any acquisition of a
strategic shareholding could be made at a premium to the Offer price. There is no certainty that any party
will acquire a strategic shareholding, and we consider the probability is low.
7.8 Regulatory issues impacting on buyer interest
Rakon has previously attracted interest from other acquirers, including a non‑binding indicative offer
(NBIO٣ of $1.0׳ per share, announced in December ׯ׮0׮. Discussions with that counterparty offer did
not proceed after “regulatory compleɴity” was identified during due diligence.
The issue has since been addressed by Rakon, including the discontinuation of certain customer
relationships, improvements to internal compliance frameworks, and proactive engagement with relevant
regulators. Rowever, Rakon advises there remains a “regulatory overhang” arising from its historical
activities, which may take several years to fully resolve.
Rakon recognises this regulatory matter may constrain È³-based acquisition interest until the matter is
fully resolved.
Bourns was aware of this issue when it gave notice of the Offer, and as such this may have impacted on
the Offer price.
7.9 Tax
Taɴation consequences will vary widely across shareholders, and the proposed consideration may vary
between shareholders given their respective taɴ positions. ³hareholders will need to consider these
consequences and, if appropriate, consult their own professional advisers.

calibrepartners.co.nz page 54
Appendix 1: Sources of information
Documents relied upon
Key information sources we have used and relied on, without independent verification, in preparing this
Report include the following:
• Rakon annual reports
• Rakon interim reports
• Rakon management accounts
• Rakon Long Range Plan
• IBISWorld
• S&P CapitalIQ
• Reserve Bank of New Zealand
• New Zealand Treasury
• Broker reports
• NZX announcements
• Othe publicly available information.
• Ericsson Mobility Report, November 2025
We have also had discussions with Rakon’s management team in relation to the nature of its operations
and the known risks and opportunities for Rakon in the foreseeable future.
Reliance upon information
In forming our opinion, we have relied upon and assumed, without independent verification, the accuracy
and completeness of all information that was available from public sources and all information that was
furnished to us by Rakon and its advisers. We have no reason to believe any material facts have been
withheld.
We have evaluated that information through analysis, enquiry and examination for the purposes of
forming our opinion, but we have not verified the accuracy or completeness of any such information. We
have not carried out any form of due diligence or audit on the accounting or other records of Rakon. We
do not warrant that our enquiries would reveal any matter that an audit, due diligence review or extensive
examination might disclose.

calibrepartners.co.nz page 55
Appendix 2: Qualifications and declarations
Qualifications
Calibre Partners is an independent New Zealand Chartered Accounting practice. The firm has established
its reputation nationally through the provision of professional financial consultancy services with a
corporate advisory and insolvency emphasis, and because we have no audit or tax divisions, we avoid
potential conflicts of interest that may otherwise arise. This allows Calibre Partners to regularly act as an
independent adviser and prepare independent reports.
The persons responsible for preparing and issuing this Report are Shaun Hayward (BCom, BProp, CFA),
Grant Graham (BCom, CA) and Gillian Andrews (BCom, CA, CFA). All have significant experience in
providing corporate finance advice on mergers, acquisitions and divestments, advising on the value of
shares and undertaking financial investigations.
Disclaimers
This Report should not be used or relied upon for any purpose other than as an expression of
Calibre Partners’ opinion as to merits of the proposed transaction. Calibre Partners expressly disclaims any
liability to any Rakon shareholder that relies, or purports to rely, on this Report for any other purpose and
to any other party who relies, or purports to rely, on the Report for any purpose.
This Report has been prepared by Calibre Partners with care and diligence, and the statements and
opinions given by Calibre Partners in this Report are given in good faith and in the belief, on reasonable
grounds, that such statements and opinions are correct and not misleading. However, no responsibility is
accepted by Calibre Partners or any of its officers or employees for errors or omissions however arising
(including as a result of negligence) in the preparation of the Report, provided that this shall not absolve
Calibre Partners from liability arising from an opinion expressed recklessly or in bad faith.
Indemnity
Rakon has agreed that, to the extent permitted by law, it will indemnify Calibre Partners and its partners,
employees and officers in respect of any liability suffered or incurred as a result of, or in connection with,
the preparation of the Report. This indemnity does not apply in respect of any negligence, misconduct or
breach of law. Rakon has also agreed to indemnify Calibre Partners and its partners, employees and
officers for time incurred and any costs in relation to any inquiry or proceeding initiated by any person,
except where Calibre Partners or its partners, employees and officers are guilty of negligence, misconduct
or breach of law, in which case Calibre Partners shall reimburse such costs.
Independence
Calibre Partners and the persons responsible for the preparation of this Report do not have at the date of
this Report, and have not had, any shareholding in, or other relationship, or conflict of interest with Rakon
that could affect their ability to provide an unbiased opinion in relation to this transaction. Calibre Partners
will receive a fee for the preparation of this Report. This fee is not contingent on the success or
implementation of the proposed transaction or any transaction complementary to it. Calibre Partners and
the persons responsible for the preparation of this Report have no direct or indirect pecuniary interest or
other interest in this transaction. We note for completeness that a draft of this Report was provided to
Rakon and its advisers, solely for the purpose of verifying the factual matters contained in this Report.
While minor changes were made to the drafting, no material alteration to any part of the substance of this
Report, including the methodology or conclusions, were made as a result of issuing the draft.
Consent
Calibre Partners consents to the issuing of the Report, in the form and context in which it is included, in
the information to be sent to Rakon’s shareholders. Neither the whole nor any part of the Report, nor any
reference thereto, may be included in any other document without the prior written consent of Calibre
Partners as to the form and context in which it appears.

calibrepartners.co.nz page 56
Appendix 3: Valuation methods
There are a wide range of approaches and methods used for valuing businesses. Different approaches and
methods tend to be appropriate in different circumstances. The approaches and methods most
commonly used tend to be:
• Discounted cash flow (DCF) method
• Market approach
• Cost based approach.
Discounted cash flow
The DCF method is an ‘income approach’ to valuation. Using the DCF method, value is estimated by
converting projected future cash flows to a single present value.
The DCF method requires estimates of future cash flows to perform. Considerable judgement is often
needed to estimate the cash flows, and a valuer will typically place significant reliance on medium to long
term projections prepared by management. The financial projections of many businesses are very
sensitive to changes in underlying assumptions. As such, DCF valuations are better suited to situations
where a reasonable set of financial forecasts can be estimated.
When applied to a business valuation, the DCF method will usually be quite sensitive to the discount rate
applied to the subject business, with the discount rate often being difficult to estimate.
The DCF methodology tends to be suited to situations where a reasonable set of financial forecasts can be
estimated, and the business’s current earnings are not representative of its underlying value, due to it
being in a period of substantial growth, requiring substantial capital investment to achieve its projections,
or there being identifiable factors that will impact on the businesses longer term performance.
Market approach
The market approach is effectively a benchmarking exercise. Value is estimate by comparing the business
with identical or similar businesses, for which price information is available.
In a business valuation context, the ‘capitalisation of earnings’ method is the most common market
approach. Using the capitalisation of earnings, the value of the business is estimated based on an
assessment of the maintainable earnings of the business and an earnings multiple. The earnings multiple
is estimated based on multiples implied by the price at which other businesses are observed to transact.
The market approach can also include benchmarking the subject business based on other units of
comparison (other than earnings), including revenue multiples and book value multiples. Many industries
also have particular units of comparison that are commonly used to compare different companies within
the industry.
This methodology tends suit to situations where a meaningful comparison can be made between the
subject business and benchmarks. The greater the difference between the subject and the benchmarks
the less meaningful the comparison. Meaningful comparisons can be made more difficult due when the
subject and the benchmark being differently sized, subject to different regulatory and market conditions,
located in different markets, having different profitability characteristics, or different growth prospects.
Cost based approach
A cost-based approach includes valuation methods that focus on the cost to replace; cost to reproduce;
and the summation method, in which the value of a business is determined based on its holdings.
A cost-based approach tends to be suited to situations where the subject business is not going concerns
or has low levels of profitability, or businesses where their value of the whole is primarily a factor of the
values of their holdings (for example property holding companies).

calibrepartners.co.nz page 57
Appendix 4: Discount Rates
We have determined the discount rate that we apply to Rakon based on an assessment of its post-tax,
nominal weighted average cost of capital (WACC).
It is a commonly accepted practice to determine WACC using the following formula:
푊푊푊푊푊푊푊푊 =푅푅
푑푑
(1−푇푇
푐푐
)
퐷퐷
퐷퐷+퐸퐸
+푅푅
푒푒
퐸퐸
퐷퐷+퐸퐸

Where:
E = the market value of equity capital
D = the market value of debt capital
R
d
= the required rate of return on debt capital (cost of debt)
R
e
= the required rate of return on equity capital (cost of equity)
T
c
= the statutory corporate tax rate
Leverage and cost of debt
We have adopted a target gearing of 0% for Rakon.
Rakon currently carries minimal debt, and its debt is offset by cash and cash equivalents. In addition,
comparable companies also have very low leverage, with several carrying little or no debt.
Assuming 0% gearing means the WACC effectively equals the cost of equity.
For completeness, changes in leverage would not materially affect the WACC in this case.

calibrepartners.co.nz page 58
Capital Asset Pricing Model
The Capital Asset Pricing Model (CAPM) is typically used to determine a cost of equity.
It is common practice in New Zealand to use a version of CAPM that has been modified to recognise the
New Zealand tax regime and its favourable tax treatment of equity returns. The specification most
commonly adopted is the Simplified Brennan-Lally CAPM. This model is applicable to post-corporate tax,
but pre-investor tax cash flows. It uses the following formula:
푅푅
푒푒
=푅푅
푓푓
(1−푇푇푇푇)+훽훽
푒푒
[푅푅
푚푚
−푅푅
푓푓
(1−푇푇푇푇)]+푆푆푆푆푅푅 푆푆
Where:
T
i
= investors’ effective tax rate on interest, dividends and capital gains
R
f
= the risk-free rate of return
β
e
= the equity beta for the entity being valued
R
m
= the expected return on the market portfolio
SCRP = Specific company risk premium
The terms [Rm – Rf (1 – Ti)] are generally grouped into a single tax-adjusted market risk premium (TAMRP).
It uses the following formula:
푅푅
푒푒
=푅푅
푓푓
+훽훽
푒푒
[푅푅
푚푚
−푅푅
푓푓
]+푆푆푆푆푅푅 푆푆
Where:
R
f
= the risk-free rate of return
β
e
= the equity beta for the entity being valued
R
m
= the expected return on the market portfolio
SCRP = Specific company risk premium
Investors’ effective tax rate (Ti)
We have adopted an effective investors’ tax rate on interest, dividends and capital gains of 28%. This is the
rate commonly used by valuers in New Zealand.
Risk-free rate (Rf)
We have adopted a risk‑free rate of 5.25% per annum.
In assessing the risk‑free rate, we considered that it is used in a DCF valuation that includes a terminal
value based on cashflows in perpetuity.
The assessed rate is consistent with secondary market yields on New Zealand Government Bonds as at
30 January 2026, with 5‑ and 10‑year yields of 4.07% and 4.61%, respectively. These imply a forward
interest rate of around 5.2% per annum for years 6 to 10.
The assessed rate is also consistent with the long‑term risk‑free spot rates assessed and published by the
New Zealand Treasury, as at 31 December 2025.

calibrepartners.co.nz page 59
Equity beta (βe)
An equity beta is a measure of an investment’s volatility. The beta of the market portfolio is 1.0. A beta
above 1.0 indicates that an investment is more volatile than the market and has higher systematic
(market-related) risk. A beta below 1.0 indicates that an investment has a lower level of systematic risk.
An equity beta factors in the leveraging effect of debt in a company’s capital structure.
To determine an asset beta for Rakon, we have considered the asset betas of comparable listed
companies. Table 4.1 summarises our analysis.
Table 1.װ: Asset betas

Country General focus of products
Asset beta
ױ year monthly
Asset beta
3 year weekly
Rakon NZ Timing solutions 1.89 1.29
Si Time USA Silicon timing solutions, fabless 3.01 3.00
Microchip Technology USA Diversified 1.24 1.58
M-Tron Industries USA Aerospace and defence n/a 1.57
TXC Corporation Taiwan Commoditised 0.55 0.42
Daishinku Corp Japan Commoditised 0.35 0.49
Nihon Dempa Kogyo Japan Commoditised 0.56 0.73
Skyworks USA Supplier to Apple products 1.31 1.48
CML Microsystems UK Timing solutions, fabless 1.07 0.43
Siward Crystal Technology Taiwan Crystal blanks 0.99 0.82
Min ױ3.׬ 2װ.׬
Max 3.1׬ ׬׬.3
Mean 1.22 1.1״
Median ׳׬.1 ײ׬.1
Source: S&P Capital IQ and Calibre Partners analysis
We adopt an asset beta in the range of 1.1 to 1.2 for the purpose of valuing Rakon. This is based on the
above data set, acknowledging there is a broad range in asset betas observed for the comparable
company data set.
Rakon’s core offering has historically been focused on communications, positioning, with increasing levels
of space and defence. The forecasts also include increasing contributions from New Space and
AI Datacentres.
The comparable companies identified which produce the more commoditised high-volume products,
including TXC Corporation, Daishinku Cop and Nihon Dempa Kogyo have lower betas, while those with a
presence in Aerospace and Defence, and with higher spec products, tend to have higher asset betas.
Si Time is an outlier, which we consider is due to the nature of its product.

calibrepartners.co.nz page 60
Tax adjusted market risk premium
A market risk premium is the excess expected return on the market portfolio of risky equity assets
(share market returns) over the return on risk-free assets (government bond returns).
A TAMRP is used in the Brennan-Lally CAPM, which is the market risk premium adjusted for tax
considerations. We have determined an appropriate TAMRP of 7.5% after considering:
• Valuation professionals typically use a TAMRP between 7.0% and 8.0% when valuing New Zealand
companies. The midpoint of 7.5% is the most widely adopted TAMRP when valuing New Zealand
companies today.
• The New Zealand Treasury’s guidance on discount rates suggests a market risk premium of around
7.0% is appropriate.
Discount rate adopted
Based on the assumptions described and applying the Simplified Brennan-Lally model, we calculate a
WACC range as follows:

Low High
Leverage 0% 0%
Investors’ effective tax rate 28% 28%
Equity beta 1.1 1.2
Risk free rate 5.25 % 5.25%
TAMRP 7.0% 7.5%
WACC ׭׭.ױ% ׮׭.״%
This assessment is based on a New Zealand jurisdiction approach to WACC. The businesses profits are
generated in a range of jurisdiction, which use different capital asset pricing models, have different market
risk premia and risk-free rates, and have different tax implications. In particular, the main areas of
operations being New Zealand, France, and India. The forecasts we have been provided do not split out
profits by jurisdiction – we have therefore simply adopted the above discount rate range. While using
jurisdiction‑specific discount rates could affect the valuation, we consider the valuation to be less sensitive
to this than to the key assumptions applied to forecast cashflows, in the current circumstances.

calibrepartners.co.nz page 61
Appendix 5: Glossary of key terms
Term Definition
AI Artificial Intelligence
ASIC Application Specific Integrated Circuit
Bourns Bourns, Inc.
CAGR Compound Average Growth Rate
CAPM Capital Asset Pricing Model
DCF Discounted Cash Flow
EBITDA Earnings before interest, tax, depreciation, and amortisation
FY Financial year ended 31 March
FWA Fixed Wireless Access
GPS Global Positioning System
GNSS Global Navigation Satellite System
HY Half year ended 30 September
IFRS International Financial Reporting Standards
LEO Low-Earth-Orbit
LLM Large Language Model
MEMS Mico-Electromechanical Systems
NZX New Zealand Stock Exchange, or NZX Limited
OCXO Oven Controlled Vrystal Oscillators
OEM Original Equipment Manufacturer
Offer Date 9 February 2026
Rakon Rakon Limited
R&D Research and Development
TAMRP Tax adjusted market risk premium
TCXO Temperature Compensated Crystal Oscillator
Timemaker Chengdu Timemaker Crystal Technology Co. Limited
New Space New Space refers to the private-sector-led industry focused on commercial space operations
including LEO satellites
NZX New Zealand Stock Exchange
Underlying EBITDA Earnings before interest, tax, depreciation, amortisation, impairment, employee share
schemes, non-controlling interests, adjustments for associate’s share of interest, tax and
depreciation, loss on disposal of assets and other cash and non-cash items
VCXO Voltage Controlled Crystal Oscillator
VCSO Voltage Controlled SAW Oscillator
WACC Weighted Average Cost of Capital
XMEMS Trademarked MEMS technology
Xo Quartz Oscillator
$ New Zealand dollars, unless otherwise specified

www.simmonscf.co.nz

Bourns, Inc.

Independent Adviser’s Report

Prepared Pursuant to Rule 22 of the
Takeovers Code in Relation to a Full
Takeover Offer for Rakon Limited

January 2026

Purpose of the Report
This report is not a report on the merits of the offer.
This report has been obtained by the offeror.
The purpose of this report is solely to compare the consideration and terms offered for the different classes of
financial products and to certify as to the fairness and reasonableness of that consideration and terms as between
the different classes.
A separate Independent Adviser’s Report on the merits of the offer, commissioned by the directors of Rakon Limited,
must accompany Rakon Limited’s target company statement.
The offer should be read in conjunction with this report and the separate Independent Adviser’s Report on the merits
of the offer.

Statement of Independence
Simmons Corporate Finance Limited confirms that it:
• has no conflict of interest that could affect its ability to provide an unbiased report; and
• has no direct or indirect pecuniary or other interest in the proposed transaction considered in the report,
including any success or contingency fee or remuneration, other than to receive the cash fee for providing
this report.
Simmons Corporate Finance Limited has satisfied the Takeovers Panel, on the basis of the material provided to
the Panel, that it is independent under the Takeovers Code for the purposes of preparing this report.

Bourns, Inc. Independent Adviser’s Report
Index

Section Page

1.
Introduction .......................................................................................................................... 1
2. Evaluation of the Bourns Offer as Between the Ordinary Shares and the Share Rights ..... 4
3. Sources of Information, Reliance on Information, Disclaimer and Indemnity .................... 10
4. Qualifications and Expertise, Independence, Declarations and Consents ........................ 12

Bourns, Inc. Page 1 Independent Adviser’s Report
1. Introduction
1.1 Background
Rakon Limited (Rakon) is a global leader in frequency control products and timing
solutions. Its innovations are integral to a wide range of applications, including 5G
networks, satellites, emergency beacons and autonomous vehicles.
Rakon’s ordinary shares are listed on the main equities security market operated by
NZX Limited (the NZX Main Board). Rakon had a market capitalisation of
$207 million as at 9 January 2026.
1.2 Bourns Offer
Bourns, Inc.
Bourns, Inc. (Bourns) is a privately held global electronics company headquartered
in Riverside, California, United States of America.
Bourns designs and manufactures electronic components such as sensors, circuit
protection devices and magnetics for the automotive, industrial and consumer
markets.
Takeover Notice
Bourns issued a notice of its intention to make a full takeover offer for the equity
securities on issue in Rakon on 11 January 2026 (the Takeover Notice) which, if
successful, will result in Bourns holding or controlling all of the voting rights in Rakon
(the Bourns Offer).
Rakon Capital Structure
Rakon’s share capital consists of:
• 229,809,013 fully paid ordinary shares (the Ordinary Shares)
• 2,986,978 unlisted employee share rights to acquire Ordinary Shares under
Rakon’s Long Term Incentive Plan (the Share Rights).
Share Rights
The Share Rights have been issued to eligible employees under Rakon's Long Term
Incentive Plan (the Plan).
The Plan was established on 7 December 2021. Under the rules of the Plan (the
Plan Rules), Share Rights are granted to participants based in New Zealand,
whereby employees render services as consideration for Ordinary Shares.
The Bourns Offer is in respect of 2 tranches of Share Rights:
• 1,039,990 Share Rights granted in the 2025 financial year (the FY2025 Share
Rights)
• 1,946,988 Share Rights granted in the 2026 financial year (the FY2026 Share
Rights).

Bourns, Inc. Page 1 Independent Adviser’s Report
1. Introduction
1.1 Background
Rakon Limited (Rakon) is a global leader in frequency control products and timing
solutions. Its innovations are integral to a wide range of applications, including 5G
networks, satellites, emergency beacons and autonomous vehicles.
Rakon’s ordinary shares are listed on the main equities security market operated by
NZX Limited (the NZX Main Board). Rakon had a market capitalisation of
$207 million as at 9 January 2026.
1.2 Bourns Offer
Bourns, Inc.
Bourns, Inc. (Bourns) is a privately held global electronics company headquartered
in Riverside, California, United States of America.
Bourns designs and manufactures electronic components such as sensors, circuit
protection devices and magnetics for the automotive, industrial and consumer
markets.
Takeover Notice
Bourns issued a notice of its intention to make a full takeover offer for the equity
securities on issue in Rakon on 11 January 2026 (the Takeover Notice) which, if
successful, will result in Bourns holding or controlling all of the voting rights in Rakon
(the Bourns Offer).
Rakon Capital Structure
Rakon’s share capital consists of:
• 229,809,013 fully paid ordinary shares (the Ordinary Shares)
• 2,986,978 unlisted employee share rights to acquire Ordinary Shares under
Rakon’s Long Term Incentive Plan (the Share Rights).
Share Rights
The Share Rights have been issued to eligible employees under Rakon's Long Term
Incentive Plan (the Plan).
The Plan was established on 7 December 2021. Under the rules of the Plan (the
Plan Rules), Share Rights are granted to participants based in New Zealand,
whereby employees render services as consideration for Ordinary Shares.
The Bourns Offer is in respect of 2 tranches of Share Rights:
• 1,039,990 Share Rights granted in the 2025 financial year (the FY2025 Share
Rights)
• 1,946,988 Share Rights granted in the 2026 financial year (the FY2026 Share
Rights).

Bourns, Inc. Page 1 Independent Adviser’s Report
1. Introduction
1.1 Background
Rakon Limited (Rakon) is a global leader in frequency control products and timing
solutions. Its innovations are integral to a wide range of applications, including 5G
networks, satellites, emergency beacons and autonomous vehicles.
Rakon’s ordinary shares are listed on the main equities security market operated by
NZX Limited (the NZX Main Board). Rakon had a market capitalisation of
$207 million as at 9 January 2026.
1.2 Bourns Offer
Bourns, Inc.
Bourns, Inc. (Bourns) is a privately held global electronics company headquartered
in Riverside, California, United States of America.
Bourns designs and manufactures electronic components such as sensors, circuit
protection devices and magnetics for the automotive, industrial and consumer
markets.
Takeover Notice
Bourns issued a notice of its intention to make a full takeover offer for the equity
securities on issue in Rakon on 11 January 2026 (the Takeover Notice) which, if
successful, will result in Bourns holding or controlling all of the voting rights in Rakon
(the Bourns Offer).
Rakon Capital Structure
Rakon’s share capital consists of:
• 229,809,013 fully paid ordinary shares (the Ordinary Shares)
• 2,986,978 unlisted employee share rights to acquire Ordinary Shares under
Rakon’s Long Term Incentive Plan (the Share Rights).
Share Rights
The Share Rights have been issued to eligible employees under Rakon's Long Term
Incentive Plan (the Plan).
The Plan was established on 7 December 2021. Under the rules of the Plan (the
Plan Rules), Share Rights are granted to participants based in New Zealand,
whereby employees render services as consideration for Ordinary Shares.
The Bourns Offer is in respect of 2 tranches of Share Rights:
• 1,039,990 Share Rights granted in the 2025 financial year (the FY2025 Share
Rights)
• 1,946,988 Share Rights granted in the 2026 financial year (the FY2026 Share
Rights).

Bourns, Inc. Page 1 Independent Adviser’s Report
1. Introduction
1.1 Background
Rakon Limited (Rakon) is a global leader in frequency control products and timing
solutions. Its innovations are integral to a wide range of applications, including 5G
networks, satellites, emergency beacons and autonomous vehicles.
Rakon’s ordinary shares are listed on the main equities security market operated by
NZX Limited (the NZX Main Board). Rakon had a market capitalisation of
$207 million as at 9 January 2026.
1.2 Bourns Offer
Bourns, Inc.
Bourns, Inc. (Bourns) is a privately held global electronics company headquartered
in Riverside, California, United States of America.
Bourns designs and manufactures electronic components such as sensors, circuit
protection devices and magnetics for the automotive, industrial and consumer
markets.
Takeover Notice
Bourns issued a notice of its intention to make a full takeover offer for the equity
securities on issue in Rakon on 11 January 2026 (the Takeover Notice) which, if
successful, will result in Bourns holding or controlling all of the voting rights in Rakon
(the Bourns Offer).
Rakon Capital Structure
Rakon’s share capital consists of:
• 229,809,013 fully paid ordinary shares (the Ordinary Shares)
• 2,986,978 unlisted employee share rights to acquire Ordinary Shares under
Rakon’s Long Term Incentive Plan (the Share Rights).
Share Rights
The Share Rights have been issued to eligible employees under Rakon's Long Term
Incentive Plan (the Plan).
The Plan was established on 7 December 2021. Under the rules of the Plan (the
Plan Rules), Share Rights are granted to participants based in New Zealand,
whereby employees render services as consideration for Ordinary Shares.
The Bourns Offer is in respect of 2 tranches of Share Rights:
• 1,039,990 Share Rights granted in the 2025 financial year (the FY2025 Share
Rights)
• 1,946,988 Share Rights granted in the 2026 financial year (the FY2026 Share
Rights).

Bourns, Inc. Page 2 Independent Adviser’s Report
We understand that there are effectively 5 classes of Share Rights:
• the FY2025 Share Rights
• the FY2025 Share Rights varied by the Conditional Retention Letter (which is
discussed in section 2.3)
• the FY2026 Share Rights – granted to non-executives
• the FY2026 Share Rights – granted to executives and varied by the Conditional
Retention Letter
• the FY2026 Share Rights – granted to non-executives and varied by the
Conditional Retention Letter.
The terms of the 5 classes of Share Rights differ slightly depending on the year of
issue (ie FY2025 or FY2026), whether the holder is a member of Rakon’s executive
team and whether the holder is party to separate retention arrangements under the
Conditional Retention Letter.
While this results in there being 5 separate classes of Share Rights, their terms are
sufficiently similar to justify them being treated together in this report.
The Share Rights are not listed on the NZX Main Board.
The Share Rights constitute separate classes of non-voting securities for the
purposes of the Takeovers Code (the Code).
Bourns Shareholding in Rakon
Bourns currently does not hold or control any Ordinary Shares.
Certain Rakon shareholders have agreed to accept the Bourns Offer in respect of all
of the Ordinary Shares that they hold or control (representing 41.2% of the voting
rights in Rakon) in accordance with lock-up agreements entered into on 11 January
2026.
Bourns currently does not hold or control any Share Rights.
Terms of the Bourns Offer
Full Offer
The Bourns Offer is for 100% of the Ordinary Shares and the Share Rights that
Bourns currently does not hold or control.
Consideration
Bourns will offer cash of:
• $1.55 for each Ordinary Share (the Ordinary Shares Offer Price)
• $1.55 for each Share Right (the Share Rights Offer Prices).
Conditions
The Bourns Offer is conditional upon Bourns receiving acceptances that would, when
taken together with the voting securities already held or controlled by Bourns, confer
more than 90% of the voting rights in Rakon (the Minimum Acceptance Condition).

Bourns, Inc. Page 2 Independent Adviser’s Report
We understand that there are effectively 5 classes of Share Rights:
• the FY2025 Share Rights
• the FY2025 Share Rights varied by the Conditional Retention Letter (which is
discussed in section 2.3)
• the FY2026 Share Rights – granted to non-executives
• the FY2026 Share Rights – granted to executives and varied by the Conditional
Retention Letter
• the FY2026 Share Rights – granted to non-executives and varied by the
Conditional Retention Letter.
The terms of the 5 classes of Share Rights differ slightly depending on the year of
issue (ie FY2025 or FY2026), whether the holder is a member of Rakon’s executive
team and whether the holder is party to separate retention arrangements under the
Conditional Retention Letter.
While this results in there being 5 separate classes of Share Rights, their terms are
sufficiently similar to justify them being treated together in this report.
The Share Rights are not listed on the NZX Main Board.
The Share Rights constitute separate classes of non-voting securities for the
purposes of the Takeovers Code (the Code).
Bourns Shareholding in Rakon
Bourns currently does not hold or control any Ordinary Shares.
Certain Rakon shareholders have agreed to accept the Bourns Offer in respect of all
of the Ordinary Shares that they hold or control (representing 41.2% of the voting
rights in Rakon) in accordance with lock-u p agreements entered into on 11 January
2026.
Bourns currently does not hold or control any Share Rights.
Terms of the Bourns Offer
Full Offer
The Bourns Offer is for 100% of the Ordinary Shares and the Share Rights that
Bourns currently does not hold or control.
Consideration
Bourns will offer cash of:
• $1.55 for each Ordinary Share (the Ordinary Shares Offer Price)
• $1.55 for each Share Right (the Share Rights Offer Prices).
Conditions
The Bourns Offer is conditional upon Bourns receiving acceptances that would, when
taken together with the voting securities already held or controlled by Bourns, confer
more than 90% of the voting rights in Rakon (the Minimum Acceptance Condition).

Bourns, Inc. Page 3 Independent Adviser’s Report
At Bourns’ discretion, the Minimum Acceptance Condition can be waived if
acceptances over 50% are received.
The Bourns Offer in respect of the Share Rights is conditional on the terms of issue
of the Share Rights being validly varied (in accordance with their terms and all
applicable laws and regulations) to permit the transfer of the Share Rights to Bourns
(the Share Rights Condition).
At Bourns’ discretion, the Share Rights Condition can be waived.
The Bourns Offer is also conditional on a series of other conditions that are standard
for an offer of this type.
1.3 Regulatory Requirements
Rakon is a code company as defined in section 2A of the Takeovers Act 1993. The
takeover process contemplated by Bourns must therefore comply with the provisions
set out in the Code.
Rule 8(2) of the Code prescribes that a full offer must be extended to all holders of
equity securities (whether voting or non-voting) of the target company other than the
offeror.
Furthermore, Rule 8(4) of the Code prescribes that if non-voting securities are
included in a full offer, the consideration and terms offered for the non-voting
securities must be fair and reasonable in comparison with the consideration and
terms offered for voting securities and as between classes of non-voting securities.
In this particular case, the Code requires that the consideration and terms offered for
the Share Rights must be fair and reasonable compared with the consideration and
terms offered for the Ordinary Shares and as between the 5 classes of Share Rights.
As the offeror, Bourns must obtain a report pursuant to Rule 22 of the Code from an
independent adviser which certifies that, in the adviser's opinion, the offer complies
with Rule 8(4).
1.4 Purpose of the Report
Bourns has engaged Simmons Corporate Finance Limited (Simmons Corporate
Finance) to prepare an Independent Adviser’s Report to opine on whether the
consideration and terms offered for the Ordinary Shares and the Share Rights are
fair and reasonable as between the Ordinary Shares and the Share Rights and as
between the 5 classes of Share Rights under the Bourns Offer in accordance with
Rule 22 of the Code.
A Rule 22 Independent Adviser’s Report is not required to consider the merits of the
Bourns Offer and we offer no opinion on whether the Ordinary Shares Offer Price is
fair and reasonable.
Simmons Corporate Finance was approved by the Takeovers Panel on 8 January
2026 to prepare the Independent Adviser’s Report.
The Independent Adviser’s Report is not to be used for any other purpose without
our prior written consent.

Bourns, Inc. Page 2 Independent Adviser’s Report
We understand that there are effectively 5 classes of Share Rights:
• the FY2025 Share Rights
• the FY2025 Share Rights varied by the Conditional Retention Letter (which is
discussed in section 2.3)
• the FY2026 Share Rights – granted to non-executives
• the FY2026 Share Rights – granted to executives and varied by the Conditional
Retention Letter
• the FY2026 Share Rights – granted to non-executives and varied by the
Conditional Retention Letter.
The terms of the 5 classes of Share Rights differ slightly depending on the year of
issue (ie FY2025 or FY2026), whether the holder is a member of Rakon’s executive
team and whether the holder is party to separate retention arrangements under the
Conditional Retention Letter.
While this results in there being 5 separate classes of Share Rights, their terms are
sufficiently similar to justify them being treated together in this report.
The Share Rights are not listed on the NZX Main Board.
The Share Rights constitute separate classes of non-voting securities for the
purposes of the Takeovers Code (the Code).
Bourns Shareholding in Rakon
Bourns currently does not hold or control any Ordinary Shares.
Certain Rakon shareholders have agreed to accept the Bourns Offer in respect of all
of the Ordinary Shares that they hold or control (representing 41.2% of the voting
rights in Rakon) in accordance with lock-up agreements entered into on 11 January
2026.
Bourns currently does not hold or control any Share Rights.
Terms of the Bourns Offer
Full Offer
The Bourns Offer is for 100% of the Ordinary Shares and the Share Rights that
Bourns currently does not hold or control.
Consideration
Bourns will offer cash of:
• $1.55 for each Ordinary Share (the Ordinary Shares Offer Price)
• $1.55 for each Share Right (the Share Rights Offer Prices).
Conditions
The Bourns Offer is conditional upon Bourns receiving acceptances that would, when
taken together with the voting securities already held or controlled by Bourns, confer
more than 90% of the voting rights in Rakon (the Minimum Acceptance Condition).

Bourns, Inc. Page 3 Independent Adviser’s Report
At Bourns’ discretion, the Minimum Acceptance Condition can be waived if
acceptances over 50% are received.
The Bourns Offer in respect of the Share Rights is conditional on the terms of issue
of the Share Rights being validly varied (in accordance with their terms and all
applicable laws and regulations) to permit the transfer of the Share Rights to Bourns
(the Share Rights Condition).
At Bourns’ discretion, the Share Rights Condition can be waived.
The Bourns Offer is also conditional on a series of other conditions that are standard
for an offer of this type.
1.3 Regulatory Requirements
Rakon is a code company as defined in section 2A of the Takeovers Act 1993. The
takeover process contemplated by Bourns must therefore comply with the provisions
set out in the Code.
Rule 8(2) of the Code prescribes that a full offer must be extended to all holders of
equity securities (whether voting or non-voting) of the target company other than the
offeror.
Furthermore, Rule 8(4) of the Code prescribes that if non-voting securities are
included in a full offer, the consideration and terms offered for the non-voting
securities must be fair and reasonable in comparison with the consideration and
terms offered for voting securities and as between classes of non-voting securities.
In this particular case, the Code requires that the consideration and terms offered for
the Share Rights must be fair and reasonable compared with the consideration and
terms offered for the Ordinary Shares and as between the 5 classes of Share Rights.
As the offeror, Bourns must obtain a report pursuant to Rule 22 of the Code from an
independent adviser which certifies that, in the adviser's opinion, the offer complies
with Rule 8(4).
1.4 Purpose of the Report
Bourns has engaged Simmons Corporate Finance Limited (Simmons Corporate
Finance) to prepare an Independent Adviser’s Report to opine on whether the
consideration and terms offered for the Ordinary Shares and the Share Rights are
fair and reasonable as between the Ordinary Shares and the Share Rights and as
between the 5 classes of Share Rights under the Bourns Offer in accordance with
Rule 22 of the Code.
A Rule 22 Independent Adviser’s Report is not required to consider the merits of the
Bourns Offer and we offer no opinion on whether the Ordinary Shares Offer Price is
fair and reasonable.
Simmons Corporate Finance was approved by the Takeovers Panel on 8 January
2026 to prepare the Independent Adviser’s Report.
The Independent Adviser’s Report is not to be used for any other purpose without
our prior written consent.

Bourns, Inc. Page 3 Independent Adviser’s Report
At Bourns’ discretion, the Minimum Acceptance Condition can be waived if
acceptances over 50% are received.
The Bourns Offer in respect of the Share Rights is conditional on the terms of issue
of the Share Rights being validly varied (in accordance with their terms and all
applicable laws and regulations) to permit the transfer of the Share Rights to Bourns
(the Share Rights Condition).
At Bourns’ discretion, the Share Rights Condition can be waived.
The Bourns Offer is also conditional on a series of other conditions that are standard
for an offer of this type.
1.3 Regulatory Requirements
Rakon is a code company as defined in section 2A of the Takeovers Act 1993. The
takeover process contemplated by Bourns must therefore comply with the provisions
set out in the Code.
Rule 8(2) of the Code prescribes that a full offer must be extended to all holders of
equity securities (whether voting or non-voting) of the target company other than the
offeror.
Furthermore, Rule 8(4) of the Code prescribes that if non-voting securities are
included in a full offer, the consideration and terms offered for the non-voting
securities must be fair and reasonable in comparison with the consideration and
terms offered for voting securities and as between classes of non-voting securities.
In this particular case, the Code requires that the consideration and terms offered for
the Share Rights must be fair and reasonable compared with the consideration and
terms offered for the Ordinary Shares and as between the 5 classes of Share Rights.
As the offeror, Bourns must obtain a report pursuant to Rule 22 of the Code from an
independent adviser which certifies that, in the adviser's opinion, the offer complies
with Rule 8(4 ).
1.4 Purpose of the Report
Bourns has engaged Simmons Corporate Finance Limited (Simmons Corporate
Finance) to prepare an Independent Adviser’s Report to opine on whether the
consideration and terms offered for the Ordinary Shares and the Share Rights are
fair and reasonable as between the Ordinary Shares and the Share Rights and as
between the 5 classes of Share Rights under the Bourns Offer in accordance with
Rule 22 of the Code.
A Rule 22 Independent Adviser’s Report is not required to consider the merits of the
Bourns Offer and we offer no opinion on whether the Ordinary Shares Offer Price is
fair and reasonable.
Simmons Corporate Finance was approved by the Takeovers Panel on 8 January
2026 to prepare the Independent Adviser’s Report.
The Independent Adviser’s Report is not to be used for any other purpose without
our prior written consent.

Bourns, Inc. Page 4 Independent Adviser’s Report
2. Evaluation of the Bourns Offer as Between the Ordinary
Shares and the Share Rights
2.1 Basis of Evaluation
Rule 22 of the Code requires that the Independent Adviser’s Report certifies that the
consideration and terms offered for the Ordinary Shares and the Share Rights are
fair and reasonable as between the Ordinary Shares and the Share Rights and as
between the 5 classes of Share Rights.
There is no legal definition of the term fair and reasonable in either the Code or in
any statute dealing with securities or commercial law in New Zealand.
In the absence of an explicit definition of fair and reasonable, guidance can be taken
from:
• the Takeovers Panel Guidance Note on Independent Advisers dated
1 November 2023
• definitions designed to address similar issues within New Zealand regulations
which are relevant to the proposed transaction
• overseas precedents
• the ordinary meaning of the term fair and reasonable.
The Australian Securities & Investments Commission Regulatory Guide 111 –
Content of Expert Reports sets out some fundamental requirements for a report that
is completed in similar circumstances to those relating to the Bourns Offer.
According to the regulatory guide, an offer is fair if the value of the offer price or
consideration is equal to or greater than the value of the securities that are subject to
the offer. An offer is deemed to be reasonable if it is fair. An offer may also be
reasonable if, despite it being not fair, there are sufficient reasons for security holders
to accept the offer in the absence of any higher bid before the close of the offer.
We are of the view that these definitions provide a useful starting point for assessing
the fairness and reasonableness of the consideration offered as between the
Ordinary Shares and the Share Rights.
Our assessment of whether the consideration and terms offered for the Share Rights
are fair and reasonable is based on the following approach:
• the Ordinary Shares Offer Price of $1.55 provides the benchmark for our
assessment in relation to the Share Rights
• accordingly, we determine the underlying fair value of the Share Rights
assuming an initial fair value for the Ordinary Shares of $1.55
• the assessment then rests on a comparison of the Share Rights Offer Price
with the underlying fair value of the Share Rights.

Bourns, Inc. Page 4 Independent Adviser’s Report
2. Evaluation of the Bourns Offer as Between the Ordinary
Shares and the Share Rights
2.1 Basis of Evaluation
Rule 22 of the Code requires that the Independent Adviser’s Report certifies that the
consideration and terms offered for the Ordinary Shares and the Share Rights are
fair and reasonable as between the Ordinary Shares and the Share Rights and as
between the 5 classes of Share Rights.
There is no legal definition of the term fair and reasonable in either the Code or in
any statute dealing with securities or commercial law in New Zealand.
In the absence of an explicit definition of fair and reasonable, guidance can be taken
from:
• the Takeovers Panel Guidance Note on Independent Advisers dated
1 November 2023
• definitions designed to address similar issues within New Zealand regulations
which are relevant to the proposed transaction
• overseas precedents
• the ordinary meaning of the term fair and reasonable.
The Australian Securities & Investments Commission Regulatory Guide 111 –
Content of Expert Reports sets out some fundamental requirements for a report that
is completed in similar circumstances to those relating to the Bourns Offer.
According to the regulatory guide, an offer is fair if the value of the offer price or
consideration is equal to or greater than the value of the securities that are subject to
the offer. An offer is deemed to be reasonable if it is fair. An offer may also be
reasonable if, despite it being not fair, there are sufficient reasons for security holders
to accept the offer in the absence of any higher bid before the close of the offer.
We are of the view that these definitions provide a useful starting point for assessing
the fairness and reasonableness of the consideration offered as between the
Ordinary Shares and the Share Rights.
Our assessment of whether the consideration and terms offered for the Share Rights
are fair and reasonable is based on the following approach:
• the Ordinary Shares Offer Price of $1.55 provides the benchmark for our
assessment in relation to the Share Rights
• accordingly, we determine the underlying fair value of the Share Rights
assuming an initial fair value for the Ordinary Shares of $1.55
• the assessment then rests on a comparison of the Share Rights Offer Price
with the underlying fair value of the Share Rights.

Bourns, Inc. Page 5 Independent Adviser’s Report
In our view the assessment of the terms of the Bourns Offer relating to the Ordinary
Shares in comparison with the terms relating to the Share Rights is inconsequential
in this case. Both the holders of the Ordinary Shares and the holders of the Share
Rights will receive cash consideration if they are capable of accepting and accept the
Bourns Offer and the Bourns Offer to each group of security holders is effectively
contingent on the same set of conditions. Accordingly, we are of the opinion that the
terms of the Bourns Offer are equivalent as between the Ordinary Shares and the
Share Rights.
We stress that we have not attempted to assess the underlying value of the Ordinary
Shares, but have used the Ordinary Shares Offer Price as the benchmark for our
assessment of the relativity between the offers for the different classes of securities.
2.2 Opinion
In our opinion, the consideration and terms offered for the Share Rights are
fair and reasonable in comparison with the consideration and terms offered for
the Ordinary Shares and as between the 5 classes of Share Rights.
We certify that in our opinion, the Bourns Offer complies with Rule 8(4).
2.3 Terms of the Share Rights
Overview
The Plan was established on 7 December 2021.
Under the Plan, Share Rights are granted to participants based in New Zealand,
whereby employees render services as consideration for Ordinary Shares.
For the FY2025 Share Rights, vesting is dependent on:
• Rakon’s total shareholder return (TSR) exceeding the TSR of the NZX50 over
the measurement period. It takes into account historical and expected
dividends and the share price fluctuation to predict the distribution of relative
share performance, and
• relevant employees remaining employed by Rakon at the time of vesting.
The vesting conditions for the FY2026 Share Rights are different for executive and
non-executive employees:
• for executives, the vesting conditions are the same as for the FY2025 Share
Rights (ie TSR and continued employment)
• for non-executive employees, the only vesting condition is remaining employed
by Rakon at the time of vesting.
Upon the vesting of a Share Right, no amount is payable by the Share Rights holder
to be issued an Ordinary Share.
The Plan was amended by Rakon’s board of directors (the Board) on 21 August
2025 whereby Share Rights granted after that date that have not lapsed shall be
treated as vested on a date to be determined by the Board where there is a Change
of Control Event.

Bourns, Inc. Page 4 Independent Adviser’s Report
2. Evaluation of the Bourns Offer as Between the Ordinary
Shares and the Share Rights
2.1 Basis of Evaluation
Rule 22 of the Code requires that the Independent Adviser’s Report certifies that the
consideration and terms offered for the Ordinary Shares and the Share Rights are
fair and reasonable as between the Ordinary Shares and the Share Rights and as
between the 5 classes of Share Rights.
There is no legal definition of the term fair and reasonable in either the Code or in
any statute dealing with securities or commercial law in New Zealand.
In the absence of an explicit definition of fair and reasonable, guidance can be taken
from:
• the Takeovers Panel Guidance Note on Independent Advisers dated
1 November 2023
• definitions designed to address similar issues within New Zealand regulations
which are relevant to the proposed transaction
• overseas precedents
• the ordinary meaning of the term fair and reasonable.
The Australian Securities & Investments Commission Regulatory Guide 111 –
Content of Expert Reports sets out some fundamental requirements for a report that
is completed in similar circumstances to those relating to the Bourns Offer.
According to the regulatory guide, an offer is fair if the value of the offer price or
consideration is equal to or greater than the value of the securities that are subject to
the offer. An offer is deemed to be reasonable if it is fair. An offer may also be
reasonable if, despite it being not fair, there are sufficient reasons for security holders
to accept the offer in the absence of any higher bid before the close of the offer.
We are of the view that these definitions provide a useful starting point for assessing
the fairness and reasonableness of the consideration offered as between the
Ordinary Shares and the Share Rights.
Our assessment of whether the consideration and terms offered for the Share Rights
are fair and reasonable is based on the following approach:
• the Ordinary Shares Offer Price of $1.55 provides the benchmark for our
assessment in relation to the Share Rights
• accordingly, we determine the underlying fair value of the Share Rights
assuming an initial fair value for the Ordinary Shares of $1.55
• the assessment then rests on a comparison of the Share Rights Offer Price
with the underlying fair value of the Share Rights.

Bourns, Inc. Page 5 Independent Adviser’s Report
In our view the assessment of the terms of the Bourns Offer relating to the Ordinary
Shares in comparison with the terms relating to the Share Rights is inconsequential
in this case. Both the holders of the Ordinary Shares and the holders of the Share
Rights will receive cash consideration if they are capable of accepting and accept the
Bourns Offer and the Bourns Offer to each group of security holders is effectively
contingent on the same set of conditions. Accordingly, we are of the opinion that the
terms of the Bourns Offer are equivalent as between the Ordinary Shares and the
Share Rights.
We stress that we have not attempted to assess the underlying value of the Ordinary
Shares, but have used the Ordinary Shares Offer Price as the benchmark for our
assessment of the relativity between the offers for the different classes of securities.
2.2 Opinion
In our opinion, the consideration and terms offered for the Share Rights are
fair and reasonable in comparison with the consideration and terms offered for
the Ordinary Shares and as between the 5 classes of Share Rights.
We certify that in our opinion, the Bourns Offer complies with Rule 8(4).
2.3 Terms of the Share Rights
Overview
The Plan was established on 7 December 2021.
Under the Plan, Share Rights are granted to participants based in New Zealand,
whereby employees render services as consideration for Ordinary Shares.
For the FY2025 Share Rights, vesting is dependent on:
• Rakon’s total shareholder return (TSR) exceeding the TSR of the NZX50 over
the measurement period. It takes into account historical and expected
dividends and the share price fluctuation to predict the distribution of relative
share performance, and
• relevant employees remaining employed by Rakon at the time of vesting.
The vesting conditions for the FY2026 Share Rights are different for executive and
non-executive employees:
• for executives, the vesting conditions are the same as for the FY2025 Share
Rights (ie TSR and continued employment)
• for non-executive employees, the only vesting condition is remaining employed
by Rakon at the time of vesting.
Upon the vesting of a Share Right, no amount is payable by the Share Rights holder
to be issued an Ordinary Share.
The Plan was amended by Rakon’s board of directors (the Board) on 21 August
2025 whereby Share Rights granted after that date that have not lapsed shall be
treated as vested on a date to be determined by the Board where there is a Change
of Control Event.

Bourns, Inc. Page 5 Independent Adviser’s Report
In our view the assessment of the terms of the Bourns Offer relating to the Ordinary
Shares in comparison with the terms relating to the Share Rights is inconsequential
in this case. Both the holders of the Ordinary Shares and the holders of the Share
Rights will receive cash consideration if they are capable of accepting and accept the
Bourns Offer and the Bourns Offer to each group of security holders is effectively
contingent on the same set of conditions. Accordingly, we are of the opinion that the
terms of the Bourns Offer are equivalent as between the Ordinary Shares and the
Share Rights.
We stress that we have not attempted to assess the underlying value of the Ordinary
Shares, but have used the Ordinary Shares Offer Price as the benchmark for our
assessment of the relativity between the offers for the different classes of securities.
2.2 Opinion
In our opinion, the consideration and terms offered for the Share Rights are
fair and reasonable in comparison with the consideration and terms offered for
the Ordinary Shares and as between the 5 classes of Share Rights.
We certify that in our opinion, the Bourns Offer complies with Rule 8(4).
2.3 Terms of the Share Rights
Overview
The Plan was established on 7 December 2021.
Under the Plan, Share Rights are granted to participants based in New Zealand,
whereby employees render services as consideration for Ordinary Shares.
For the FY2025 Share Rights, vesting is dependent on:
• Rakon’s total shareholder return (TSR) exceeding the TSR of the NZX50 over
the measurement period. It takes into account historical and expected
dividends and the share price fluctuation to predict the distribution of relative
share performance, and
• relevant employees remaining employed by Rakon at the time of vesting.
The vesting conditions for the FY2026 Share Rights are different for executive and
non-executive employees:
• for executives, the vesting conditions are the same as for the FY2025 Share
Rights (ie TSR and continued employment)
• for non-executive employees, the only vesting condition is remaining employed
by Rakon at the time of vesting.
Upon the vesting of a Share Right, no amount is payable by the Share Rights holder
to be issued an Ordinary Share.
The Plan was amended by Rakon’s board of directors (the Board) on 21 August
2025 whereby Share Rights granted after that date that have not lapsed shall be
treated as vested on a date to be determined by the Board where there is a Change
of Control Event.

Bourns, Inc. Page 6 Independent Adviser’s Report
Grant of Share Rights
A total of 2,986,978 Share Rights remain on issue at the date of this report:
• in March 2025, 1,157,590 FY2025 Share Rights were granted, of which
1,039,990 Share Rights remain on issue at present
• in September 2025, 1,951,485 FY2026 Share Rights were granted, of which
1,946,988 Share Rights remain on issue at present.
Key Terms
The key terms of the Share Rights are:
• a Share Right is a right to subscribe for or take a transfer of an Ordinary Share
upon the vesting of the Share Right
• a Share Right has no entitlement to any dividend and no voting rights
• a Share Right is not transferable or assignable
• upon the vesting of a Share Right, Rakon must issue an Ordinary Share to, or
procure the transfer of an Ordinary Share to the Share Rights holder
• no payment is required to be made by the Share Rights holder upon receipt of
the Ordinary Share
• a Share Right will lapse and be immediately forfeited if the vesting conditions
are not met within the prescribed period or if the holder ceases to be employed
by Rakon.
Change of Control Event
A Change of Control Event is defined in the Plan Rules as:
“Change of Control Event means a takeover, scheme of arrangement or
similar transaction, which is, in the opinion of the Board, unconditional or likely
to become unconditional and will upon completion, result in the Company
ceasing to be listed on the NZX Board.”
Clause 9.3 of the Plan Rules as approved in December 2021 provided:
Change of Control Event
(a) If a Change of Control Even occurs prior to the Vesting Date, the Board
has discretion to determine whether some or all (or none) of a
Participant’s unvested Share Rights which have not lapsed will be treated
as if deemed to have Vested (on a date determined by the Board),
including (without limitation, on a pro rata basis according to the portion
of the Vesting Period which has elapsed as at the date of the Change of
Control Event.
(b) If the Board determines that none or only some of the Share Rights of a
Participant shall Vest under clause 9.3(a), all or the balance (as the case
may be), of Share Rights of that Participant which do not Vest under
clause 9.3(a), will automatically lapse upon a Change of Control Event.

Bourns, Inc. Page 6 Independent Adviser’s Report
Grant of Share Rights
A total of 2,986,978 Share Rights remain on issue at the date of this report:
• in March 2025, 1,157,590 FY2025 Share Rights were granted, of which
1,039,990 Share Rights remain on issue at present
• in September 2025, 1,951,485 FY2026 Share Rights were granted, of which
1,946,988 Share Rights remain on issue at present.
Key Terms
The key terms of the Share Rights are:
• a Share Right is a right to subscribe for or take a transfer of an Ordinary Share
upon the vesting of the Share Right
• a Share Right has no entitlement to any dividend and no voting rights
• a Share Right is not transferable or assignable
• upon the vesting of a Share Right, Rakon must issue an Ordinary Share to, or
procure the transfer of an Ordinary Share to the Share Rights holder
• no payment is required to be made by the Share Rights holder upon receipt of
the Ordinary Share
• a Share Right will lapse and be immediately forfeited if the vesting conditions
are not met within the prescribed period or if the holder ceases to be employed
by Rakon.
Change of Control Event
A Change of Control Event is defined in the Plan Rules as:
“Change of Control Event means a takeover, scheme of arrangement or
similar transaction, which is, in the opinion of the Board, unconditional or likely
to become unconditional and will upon completion, result in the Company
ceasing to be listed on the NZX Board.”
Clause 9.3 of the Plan Rules as approved in December 2021 provided:
Change of Control Event
(a) If a Change of Control Even occurs prior to the Vesting Date, the Board
has discretion to determine whether some or all (or none) of a
Participant’s unvested Share Rights which have not lapsed will be treated
as if deemed to have Vested (on a date determined by the Board),
including (without limitation, on a pro rata basis according to the portion
of the Vesting Period which has elapsed as at the date of the Change of
Control Event.
(b) If the Board determines that none or only some of the Share Rights of a
Participant shall Vest under clause 9.3(a), all or the balance (as the case
may be), of Share Rights of that Participant which do not Vest under
clause 9.3(a), will automatically lapse upon a Change of Control Event.

Bourns, Inc. Page 7 Independent Adviser’s Report
An amendment to the Plan Rules was made on 21 August 2025:
Clause 9.3 Change of Control Event
If a Change of Control Event occurs prior to the Vesting Date all of a
Participant’s unvested Share Rights which have not lapsed will be treated as if
deemed to have Vested (on a date determined by the Board).
On 22 August 2025, the Board issued a Conditional Retention Letter to certain
Share Rights holders setting out retention arrangements in the event of Rakon
receiving or progressing a change of control transaction proposal, in order to provide
certainty to key staff and to facilitate retention of key staff during the period when a
proposal is being considered or a transaction is being implemented.
Included in the retention arrangements was an undertaking that at the completion of
a takeover transaction, Rakon would pay the Share Rights holder cash (rather than
issuing Ordinary Shares) in respect of their Share Rights which have not already
lapsed or vested.
2.4 Share Rights Condition
The key condition that could result in differing outcomes for Ordinary Shareholders
relative to Share Rights holders is the Share Rights Condition.
The Share Rights Condition requires the terms of issue of the Share Rights being
validly varied (in accordance with their terms and all applicable laws and regulations)
to permit the transfer of the Share Rights to Bourns.
If the Share Rights Condition is not satisfied, then Share Rights holders will not be
able to accept into the Bourns Offer in respect of any Share Rights that have been
granted to them but which have not vested.
However, given the amendment to the Plan Rules on 21 August 2025 in respect of a
Change of Control Event, the only uncertainties regarding the satisfaction of the
Share Rights Condition are:
• the Board’s opinion as to whether the Bourns Offer will become “unconditional
or likely to become unconditional” and, if so
• the deemed vesting date determined by the Board.
In our view, it is unlikely that the Board would wish to disadvantage certain security
holders in the context of the Bourns Offer by way of withholding approval to vary the
terms of the Share Rights.
We note that if the terms of the Share Rights cannot be validly varied, but a Share
Rights holder becomes entitled to exercise, and exercises, the Share Rights, that
Share Rights holder will only be entitled to participate in the Bourns Offer as an
Ordinary Shareholder.
In such a case, if the Bourns Offer becomes unconditional, Bourns will acquire the
Ordinary Shares from any Ordinary Shareholder who has accepted the Bourns Offer
at the Ordinary Shares Offer Price of $1.55.

Bourns, Inc. Page 6 Independent Adviser’s Report
Grant of Share Rights
A total of 2,986,978 Share Rights remain on issue at the date of this report:
• in March 2025, 1,157,590 FY2025 Share Rights were granted, of which
1,039,990 Share Rights remain on issue at present
• in September 2025, 1,951,485 FY2026 Share Rights were granted, of which
1,946,988 Share Rights remain on issue at present.
Key Terms
The key terms of the Share Rights are:
• a Share Right is a right to subscribe for or take a transfer of an Ordinary Share
upon the vesting of the Share Right
• a Share Right has no entitlement to any dividend and no voting rights
• a Share Right is not transferable or assignable
• upon the vesting of a Share Right, Rakon must issue an Ordinary Share to, or
procure the transfer of an Ordinary Share to the Share Rights holder
• no payment is required to be made by the Share Rights holder upon receipt of
the Ordinary Share
• a Share Right will lapse and be immediately forfeited if the vesting conditions
are not met within the prescribed period or if the holder ceases to be employed
by Rakon.
Change of Control Event
A Change of Control Event is defined in the Plan Rules as:
“Change of Control Event means a takeover, scheme of arrangement or
similar transaction, which is, in the opinion of the Board, unconditional or likely
to become unconditional and will upon completion, result in the Company
ceasing to be listed on the NZX Board.”
Clause 9.3 of the Plan Rules as approved in December 2021 provided:
Change of Control Event
(a) If a Change of Control Even occurs prior to the Vesting Date, the Board
has discretion to determine whether some or all (or none) of a
Participant’s unvested Share Rights which have not lapsed will be treated
as if deemed to have Vested (on a date determined by the Board),
including (without limitation, on a pro rata basis according to the portion
of the Vesting Period which has elapsed as at the date of the Change of
Control Event.
(b) If the Board determines that none or only some of the Share Rights of a
Participant shall Vest under clause 9.3(a), all or the balance (as the case
may be), of Share Rights of that Participant which do not Vest under
clause 9.3(a), will automatically lapse upon a Change of Control Event.

Bourns, Inc. Page 7 Independent Adviser’s Report
An amendment to the Plan Rules was made on 21 August 2025:
Clause 9.3 Change of Control Event
If a Change of Control Event occurs prior to the Vesting Date all of a
Participant’s unvested Share Rights which have not lapsed will be treated as if
deemed to have Vested (on a date determined by the Board).
On 22 August 2025, the Board issued a Conditional Retention Letter to certain
Share Rights holders setting out retention arrangements in the event of Rakon
receiving or progressing a change of control transaction proposal, in order to provide
certainty to key staff and to facilitate retention of key staff during the period when a
proposal is being considered or a transaction is being implemented.
Included in the retention arrangements was an undertaking that at the completion of
a takeover transaction, Rakon would pay the Share Rights holder cash (rather than
issuing Ordinary Shares) in respect of their Share Rights which have not already
lapsed or vested.
2.4 Share Rights Condition
The key condition that could result in differing outcomes for Ordinary Shareholders
relative to Share Rights holders is the Share Rights Condition.
The Share Rights Condition requires the terms of issue of the Share Rights being
validly varied (in accordance with their terms and all applicable laws and regulations)
to permit the transfer of the Share Rights to Bourns.
If the Share Rights Condition is not satisfied, then Share Rights holders will not be
able to accept into the Bourns Offer in respect of any Share Rights that have been
granted to them but which have not vested.
However, given the amendment to the Plan Rules on 21 August 2025 in respect of a
Change of Control Event, the only uncertainties regarding the satisfaction of the
Share Rights Condition are:
• the Board’s opinion as to whether the Bourns Offer will become “unconditional
or likely to become unconditional” and, if so
• the deemed vesting date determined by the Board.
In our view, it is unlikely that the Board would wish to disadvantage certain security
holders in the context of the Bourns Offer by way of withholding approval to vary the
terms of the Share Rights.
We note that if the terms of the Share Rights cannot be validly varied, but a Share
Rights holder becomes entitled to exercise, and exercises, the Share Rights, that
Share Rights holder will only be entitled to participate in the Bourns Offer as an
Ordinary Shareholder.
In such a case, if the Bourns Offer becomes unconditional, Bourns will acquire the
Ordinary Shares from any Ordinary Shareholder who has accepted the Bourns Offer
at the Ordinary Shares Offer Price of $1.55.

Bourns, Inc. Page 7 Independent Adviser’s Report
An amendment to the Plan Rules was made on 21 August 2025:
Clause 9.3 Change of Control Event
If a Change of Control Event occurs prior to the Vesting Date all of a
Participant’s unvested Share Rights which have not lapsed will be treated as if
deemed to have Vested (on a date determined by the Board).
On 22 August 2025, the Board issued a Conditional Retention Letter to certain
Share Rights holders setting out retention arrangements in the event of Rakon
receiving or progressing a change of control transaction proposal, in order to provide
certainty to key staff and to facilitate retention of key staff during the period when a
proposal is being considered or a transaction is being implemented.
Included in the retention arrangements was an undertaking that at the completion of
a takeover transaction, Rakon would pay the Share Rights holder cash (rather than
issuing Ordinary Shares) in respect of their Share Rights which have not already
lapsed or vested.
2.4 Share Rights Condition
The key condition that could result in differing outcomes for Ordinary Shareholders
relative to Share Rights holders is the Share Rights Condition.
The Share Rights Condition requires the terms of issue of the Share Rights being
validly varied (in accordance with their terms and all applicable laws and regulations)
to permit the transfer of the Share Rights to Bourns.
If the Share Rights Condition is not satisfied, then Share Rights holders will not be
able to accept into the Bourns Offer in respect of any Share Rights that have been
granted to them but which have not vested.
However, given the amendment to the Plan Rules on 21 August 2025 in respect of a
Change of Control Event, the only uncertainties regarding the satisfaction of the
Share Rights Condition are:
• the Board’s opinion as to whether the Bourns Offer will become “unconditional
or likely to become unconditional” and, if so
• the deemed vesting date determined by the Board.
In our view, it is unlikely that the Board would wish to disadvantage certain security
holders in the context of the Bourns Offer by way of withholding approval to vary the
terms of the Share Rights.
We note that if the terms of the Share Rights cannot be validly varied, but a Share
Rights holder becomes entitled to exercise, and exercises, the Share Rights, that
Share Rights holder will only be entitled to participate in the Bourns Offer as an
Ordinary Shareholder.
In such a case, if the Bourns Offer becomes unconditional, Bourns will acquire the
Ordinary Shares from any Ordinary Shareholder who has accepted the Bourns Offer
at the Ordinary Shares Offer Price of $1.55.

Bourns, Inc. Page 8 Independent Adviser’s Report
2.5 Valuation of the Share Rights
Valuation Approach
We have assessed the value of the Share Rights based on the economic value that
a Share Rights holder would receive by way of accepting their Share Rights into the
Bourns Offer.
A valuation of the Share Rights under this scenario is relatively straightforward, as it
represents:
• the value of the payoff received by the Rights Shareholder (prior to any tax
deductions) – ie the Share Rights Offer Price
• less the exercise price of the Share Right – which is nil.
Therefore the use of a theoretical option valuation is not applicable.
Valuation Assessment
On the basis that Share Rights Condition is met, we assess the (pre tax) value of
each FY2025 Share Right to be $1.55 and each FY2026 Share Right to be $1.55.

Valuation of Share Rights

FY2025
Share Rights
$
FY2026
Share Rights
$

Share Rights Offer Price 1.55 1.55

Exercise price - -

Value of Share Right (pre tax)
1.55 1.55

Our analysis is on a pre tax basis. We have not sought to consider the tax
implications of accepting the Share Rights into the Bourns Offer or the tax position of
the individual Share Rights holder.
2.6 Conclusion
In our opinion, the consideration and terms offered for the Share Rights are fair and
reasonable in comparison with the consideration and terms offered for the Ordinary
Shares and as between the 5 classes of Share Rights:
• the Share Rights Offer Price of $1.55 is equal to our assessed value of each
Share Right
• the Ordinary Shares Offer Price and the Share Rights Offer Price are identical
at $1.55 per security
• each vested Share Right entitles the holder to subscribe for one Ordinary Share
• as there is no amount payable by the Share Rights holder to subscribe for an
Ordinary Share, the Share Rights holder will effectively be in the same (pre tax)
financial position as Ordinary Shareholders
• we therefore conclude that the Share Rights Offer Price is fair relative to the
Ordinary Shares Offer Price

Bourns, Inc. Page 8 Independent Adviser’s Report
2.5 Valuation of the Share Rights
Valuation Approach
We have assessed the value of the Share Rights based on the economic value that
a Share Rights holder would receive by way of accepting their Share Rights into the
Bourns Offer.
A valuation of the Share Rights under this scenario is relatively straightforward, as it
represents:
• the value of the payoff received by the Rights Shareholder (prior to any tax
deductions) – ie the Share Rights Offer Price
• less the exercise price of the Share Right – which is nil.
Therefore the use of a theoretical option valuation is not applicable.
Valuation Assessment
On the basis that Share Rights Condition is met, we assess the (pre tax) value of
each FY2025 Share Right to be $1.55 and each FY2026 Share Right to be $1.55.

Valuation of Share Rights

FY2025
Share Rights
$
FY2026
Share Rights
$

Share Rights Offer Price 1.55 1.55

Exercise price - -

Value of Share Right (pre tax)
1.55 1.55

Our analysis is on a pre tax basis. We have not sought to consider the tax
implications of accepting the Share Rights into the Bourns Offer or the tax position of
the individual Share Rights holder.
2.6 Conclusion
In our opinion, the consideration and terms offered for the Share Rights are fair and
reasonable in comparison with the consideration and terms offered for the Ordinary
Shares and as between the 5 classes of Share Rights:
• the Share Rights Offer Price of $1.55 is equal to our assessed value of each
Share Right
• the Ordinary Shares Offer Price and the Share Rights Offer Price are identical
at $1.55 per security
• each vested Share Right entitles the holder to subscribe for one Ordinary Share
• as there is no amount payable by the Share Rights holder to subscribe for an
Ordinary Share, the Share Rights holder will effectively be in the same (pre tax)
financial position as Ordinary Shareholders
• we therefore conclude that the Share Rights Offer Price is fair relative to the
Ordinary Shares Offer Price

Bourns, Inc. Page 9 Independent Adviser’s Report
• our assessed value of the Share Rights is the same across the 5 classes on
issue. We therefore conclude that the Share Rights Offer Price is fair between
the 5 classes of Share Rights
• the holders of both the Ordinary Shares and the Share Rights will be paid cash
if they accept the Bourns Offer
• other than the Share Rights Condition, the Bourns Offer to the holders of both
the Ordinary Shares and the Share Rights is effectively conditional on the same
set of general conditions.

Bourns, Inc. Page 10 Independent Adviser’s Report
3. Sources of Information, Reliance on Information, Disclaimer
and Indemnity
3.1 Sources of Information
The statements and opinions expressed in this report are based on the following main
sources of information:
• the Takeover Notice
• the Rakon annual report for the year ended 31 March 2025
• the Plan Rules
• the Conditional Retention Letter
• data in respect of Rakon from NZX Company Research and S&P Capital IQ.
During the course of preparing this report, we have had discussions with and / or
received information from Bourns’ financial and legal advisers.
Bourns has confirmed that we have been provided for the purpose of this
Independent Adviser’s Report with all information relevant to the Bourns Offer that is
known to it and that all the information is true and accurate in all material aspects and
is not misleading by reason of omission or otherwise.
Including this confirmation, we have obtained all the information that we believe is
desirable for the purpose of preparing this Independent Adviser’s Report.
3.2 Reliance on Information
In preparing this report we have relied upon and assumed, without independent
verification, the accuracy and completeness of all information that was available from
public sources and all information that was furnished to us by Bourns and its advisers.
We have evaluated that information through analysis, enquiry and examination for
the purposes of preparing this report but we have not verified the accuracy or
completeness of any such information or conducted an appraisal of any assets. We
have not carried out any form of due diligence or audit on the accounting or other
records of Rakon. We do not warrant that our enquiries would reveal any matter
which an audit, due diligence review or extensive examination might disclose.
3.3 Disclaimer
It is not intended that this report should be used or relied upon for any purpose other
than as an expression of our opinion as to whether the consideration and terms
offered for the Ordinary Shares and the Share Rights are fair and reasonable as
between the Ordinary Shares and the Share Rights and as between the 5 classes of
Share Rights.
This report is not a valuation of the Ordinary Shares or the Share Rights. We
expressly disclaim any liability to any Rakon shareholder that relies or purports to rely
on this report for any purpose other than that referred to in the paragraph above.

Bourns, Inc. Page 10 Independent Adviser’s Report
3. Sources of Information, Reliance on Information, Disclaimer
and Indemnity
3.1 Sources of Information
The statements and opinions expressed in this report are based on the following main
sources of information:
• the Takeover Notice
• the Rakon annual report for the year ended 31 March 2025
• the Plan Rules
• the Conditional Retention Letter
• data in respect of Rakon from NZX Company Research and S&P Capital IQ.
During the course of preparing this report, we have had discussions with and / or
received information from Bourns’ financial and legal advisers.
Bourns has confirmed that we have been provided for the purpose of this
Independent Adviser’s Report with all information relevant to the Bourns Offer that is
known to it and that all the information is true and accurate in all material aspects and
is not misleading by reason of omission or otherwise.
Including this confirmation, we have obtained all the information that we believe is
desirable for the purpose of preparing this Independent Adviser’s Report.
3.2 Reliance on Information
In preparing this report we have relied upon and assumed, without independent
verification, the accuracy and completeness of all information that was available from
public sources and all information that was furnished to us by Bourns and its advisers.
We have evaluated that information through analysis, enquiry and examination for
the purposes of preparing this report but we have not verified the accuracy or
completeness of any such information or conducted an appraisal of any assets. We
have not carried out any form of due diligence or audit on the accounting or other
records of Rakon. We do not warrant that our enquiries would reveal any matter
which an audit, due diligence review or extensive examination might disclose.
3.3 Disclaimer
It is not intended that this report should be used or relied upon for any purpose other
than as an expression of our opinion as to whether the consideration and terms
offered for the Ordinary Shares and the Share Rights are fair and reasonable as
between the Ordinary Shares and the Share Rights and as between the 5 classes of
Share Rights.
This report is not a valuation of the Ordinary Shares or the Share Rights. We
expressly disclaim any liability to any Rakon shareholder that relies or purports to rely
on this report for any purpose other than that referred to in the paragraph above.

Bourns, Inc. Page 11 Independent Adviser’s Report
We have prepared this report with care and diligence and the statements in the report
are given in good faith and in the belief, on reasonable grounds, that such statements
are not false or misleading. However, in no way do we guarantee or otherwise
warrant that any forecasts of future profits, cash flows or financial position of Rakon
will be achieved. Forecasts are inherently uncertain. They are predictions of future
events that cannot be assured. They are based upon assumptions, many of which
are beyond the control of Rakon and its directors and management team. Actual
results will vary from the forecasts and these variations may be significantly more or
less favourable.
We assume no responsibility arising in any way whatsoever for errors or omissions
(including responsibility to any person for negligence) for the preparation of the report
to the extent that such errors or omissions result from our reasonable reliance on
information provided by others or assumptions disclosed in the report or assumptions
reasonably taken as implicit, provided that this shall not absolve Simmons Corporate
Finance from liability arising from an opinion expressed recklessly or in bad faith or
which cannot be disclaimed by law.
Our evaluation has been arrived at based on economic, exchange rate, market and
other conditions prevailing at the date of this report. Such conditions may change
significantly over relatively short periods of time. We have no obligation or
undertaking to advise any person of any change in circumstances which comes to
our attention after the date of this report or to review, revise or update this report.
We have had no involvement in the preparation of the Takeover Notice and have not
verified or approved the contents of the Takeover Notice. We do not accept any
responsibility for the contents of the Takeover Notice except for this report.
3.4 Indemnity
Bourns has agreed that, to the extent permitted by law, it will indemnify Simmons
Corporate Finance and its directors and employees in respect of any liability suffered
or incurred as a result of or in connection with the preparation of the report. This
indemnity does not apply in respect of any negligence, wilful misconduct or breach
of law. Bourns has also agreed to indemnify Simmons Corporate Finance and its
directors and employees for time incurred and any costs in relation to any inquiry or
proceeding initiated by any person. Where Simmons Corporate Finance or its
directors and employees are found liable for or guilty of negligence, wilful misconduct
or breach of law or term of reference, Simmons Corporate Finance shall reimburse
such costs.

Bourns, Inc. Page 10 Independent Adviser’s Report
3. Sources of Information, Reliance on Information, Disclaimer
and Indemnity
3.1 Sources of Information
The statements and opinions expressed in this report are based on the following main
sources of information:
• the Takeover Notice
• the Rakon annual report for the year ended 31 March 2025
• the Plan Rules
• the Conditional Retention Letter
• data in respect of Rakon from NZX Company Research and S&P Capital IQ.
During the course of preparing this report, we have had discussions with and / or
received information from Bourns’ financial and legal advisers.
Bourns has confirmed that we have been provided for the purpose of this
Independent Adviser’s Report with all information relevant to the Bourns Offer that is
known to it and that all the information is true and accurate in all material aspects and
is not misleading by reason of omission or otherwise.
Including this confirmation, we have obtained all the information that we believe is
desirable for the purpose of preparing this Independent Adviser’s Report.
3.2 Reliance on Information
In preparing this report we have relied upon and assumed, without independent
verification, the accuracy and completeness of all information that was available from
public sources and all information that was furnished to us by Bourns and its advisers.
We have evaluated that information through analysis, enquiry and examination for
the purposes of preparing this report but we have not verified the accuracy or
completeness of any such information or conducted an appraisal of any assets. We
have not carried out any form of due diligence or audit on the accounting or other
records of Rakon. We do not warrant that our enquiries would reveal any matter
which an audit, due diligence review or extensive examination might disclose.
3.3 Disclaimer
It is not intended that this report should be used or relied upon for any purpose other
than as an expression of our opinion as to whether the consideration and terms
offered for the Ordinary Shares and the Share Rights are fair and reasonable as
between the Ordinary Shares and the Share Rights and as between the 5 classes of
Share Rights.
This report is not a valuation of the Ordinary Shares or the Share Rights. We
expressly disclaim any liability to any Rakon shareholder that relies or purports to rely
on this report for any purpose other than that referred to in the paragraph above.

Bourns, Inc. Page 11 Independent Adviser’s Report
We have prepared this report with care and diligence and the statements in the report
are given in good faith and in the belief, on reasonable grounds, that such statements
are not false or misleading. However, in no way do we guarantee or otherwise
warrant that any forecasts of future profits, cash flows or financial position of Rakon
will be achieved. Forecasts are inherently uncertain. They are predictions of future
events that cannot be assured. They are based upon assumptions, many of which
are beyond the control of Rakon and its directors and management team. Actual
results will vary from the forecasts and these variations may be significantly more or
less favourable.
We assume no responsibility arising in any way whatsoever for errors or omissions
(including responsibility to any person for negligence) for the preparation of the report
to the extent that such errors or omissions result from our reasonable reliance on
information provided by others or assumptions disclosed in the report or assumptions
reasonably taken as implicit, provided that this shall not absolve Simmons Corporate
Finance from liability arising from an opinion expressed recklessly or in bad faith or
which cannot be disclaimed by law.
Our evaluation has been arrived at based on economic, exchange rate, market and
other conditions prevailing at the date of this report. Such conditions may change
significantly over relatively short periods of time. We have no obligation or
undertaking to advise any person of any change in circumstances which comes to
our attention after the date of this report or to review, revise or update this report.
We have had no involvement in the preparation of the Takeover Notice and have not
verified or approved the contents of the Takeover Notice. We do not accept any
responsibility for the contents of the Takeover Notice except for this report.
3.4 Indemnity
Bourns has agreed that, to the extent permitted by law, it will indemnify Simmons
Corporate Finance and its directors and employees in respect of any liability suffered
or incurred as a result of or in connection with the preparation of the report. This
indemnity does not apply in respect of any negligence, wilful misconduct or breach
of law. Bourns has also agreed to indemnify Simmons Corporate Finance and its
directors and employees for time incurred and any costs in relation to any inquiry or
proceeding initiated by any person. Where Simmons Corporate Finance or its
directors and employees are found liable for or guilty of negligence, wilful misconduct
or breach of law or term of reference, Simmons Corporate Finance shall reimburse
such costs.

Bourns, Inc. Page 11 Independent Adviser’s Report
We have prepared this report with care and diligence and the statements in the report
are given in good faith and in the belief, on reasonable grounds, that such statements
are not false or misleading. However, in no way do we guarantee or otherwise
warrant that any forecasts of future profits, cash flows or financial position of Rakon
will be achieved. Forecasts are inherently uncertain. They are predictions of future
events that cannot be assured. They are based upon assumptions, many of which
are beyond the control of Rakon and its directors and management team. Actual
results will vary from the forecasts and these variations may be significantly more or
less favourable.
We assume no responsibility arising in any way whatsoever for errors or omissions
(including responsibility to any person for negligence) for the preparation of the report
to the extent that such errors or omissions result from our reasonable reliance on
information provided by others or assumptions disclosed in the report or assumptions
reasonably taken as implicit, provided that this shall not absolve Simmons Corporate
Finance from liability arising from an opinion expressed recklessly or in bad faith or
which cannot be disclaimed by law.
Our evaluation has been arrived at based on economic, exchange rate, market and
other conditions prevailing at the date of this report. Such conditions may change
significantly over relatively short periods of time. We have no obligation or
undertaking to advise any person of any change in circumstances which comes to
our attention after the date of this report or to review, revise or update this report.
We have had no involvement in the preparation of the Takeover Notice and have not
verified or approved the contents of the Takeover Notice. We do not accept any
responsibility for the contents of the Takeover Notice except for this report.
3.4 Indemnity
Bourns has agreed that, to the extent permitted by law, it will indemnify Simmons
Corporate Finance and its directors and employees in respect of any liability suffered
or incurred as a result of or in connection with the preparation of the report. This
indemnity does not apply in respect of any negligence, wilful misconduct or breach
of law. Bourns has also agreed to indemnify Simmons Corporate Finance and its
directors and employees for time incurred and any costs in relation to any inquiry or
proceeding initiated by any person. Where Simmons Corporate Finance or its
directors and employees are found liable for or guilty of negligence, wilful misconduct
or breach of law or term of reference, Simmons Corporate Finance shall reimburse
such costs.

Bourns, Inc. Page 12 Independent Adviser’s Report
4. Qualifications and Expertise, Independence, Declarations and
Consents
4.1 Qualifications and Expertise
Simmons Corporate Finance is a New Zealand owned specialist corporate finance
advisory practice. It advises on mergers and acquisitions, prepares independent
expert's reports and provides valuation advice.
The person in the company responsible for issuing this report is Peter Simmons,
B.Com, DipBus (Finance), INFINZ (Cert).
Simmons Corporate Finance and Mr Simmons have significant experience in the
independent investigation of transactions and issuing opinions on the merits and
fairness of the terms and financial conditions of the transactions.
4.2 Independence
Simmons Corporate Finance does not have at the date of this report, and has not
had, any shareholding in or other relationship with Bourns or Rakon or any conflicts
of interest that could affect our ability to provide an unbiased opinion in relation to the
Bourns Offer.
Simmons Corporate Finance has not had any part in the formulation of the Bourns
Offer or any aspects thereof. Our sole involvement has been the preparation of this
report.
Simmons Corporate Finance will receive a fixed fee for the preparation of this report.
This fee is not contingent on the conclusions of this report or the outcome of the
Bourns Offer. We will receive no other benefit from the preparation of this report.
4.3 Declarations
An advance draft of this report was provided to Bourns for its comments as to the
factual accuracy of the contents of the report. Changes made to the report as a result
of the circulation of the draft have not changed the methodology or our conclusions.
Our terms of reference for this engagement did not contain any term which materially
restricted the scope of the report.
4.4 Consents
We consent to the issuing of this report in the form and context in which it is to be
attached to Rakon’s target company statement to be sent to Rakon’s shareholders.
Neither the whole nor any part of this report, nor any reference thereto may be
included in any other document without our prior written consent as to the form and
context in which it appears.

Peter Simmons
Director
Simmons Corporate Finance Limited
11 January 2026

Bourns, Inc. Page 12 Independent Adviser’s Report
4. Qualifications and Expertise, Independence, Declarations and
Consents
4.1 Qualifications and Expertise
Simmons Corporate Finance is a New Zealand owned specialist corporate finance
advisory practice. It advises on mergers and acquisitions, prepares independent
expert's reports and provides valuation advice.
The person in the company responsible for issuing this report is Peter Simmons,
B.Com, DipBus (Finance), INFINZ (Cert).
Simmons Corporate Finance and Mr Simmons have significant experience in the
independent investigation of transactions and issuing opinions on the merits and
fairness of the terms and financial conditions of the transactions.
4.2 Independence
Simmons Corporate Finance does not have at the date of this report, and has not
had, any shareholding in or other relationship with Bourns or Rakon or any conflicts
of interest that could affect our ability to provide an unbiased opinion in relation to the
Bourns Offer.
Simmons Corporate Finance has not had any part in the formulation of the Bourns
Offer or any aspects thereof. Our sole involvement has been the preparation of this
report.
Simmons Corporate Finance will receive a fixed fee for the preparation of this report.
This fee is not contingent on the conclusions of this report or the outcome of the
Bourns Offer. We will receive no other benefit from the preparation of this report.
4.3 Declarations
An advance draft of this report was provided to Bourns for its comments as to the
factual accuracy of the contents of the report. Changes made to the report as a result
of the circulation of the draft have not changed the methodology or our conclusions.
Our terms of reference for this engagement did not contain any term which materially
restricted the scope of the report.
4.4 Consents
We consent to the issuing of this report in the form and context in which it is to be
attached to Rakon’s target company statement to be sent to Rakon’s shareholders.
Neither the whole nor any part of this report, nor any reference thereto may be
included in any other document without our prior written consent as to the form and
context in which it appears.

Peter Simmons
Director
Simmons Corporate Finance Limited
11 January 2026

Bourns, Inc. Page 12 Independent Adviser’s Report
4. Qualifications and Expertise, Independence, Declarations and
Consents
4.1 Qualifications and Expertise
Simmons Corporate Finance is a New Zealand owned specialist corporate finance
advisory practice. It advises on mergers and acquisitions, prepares independent
expert's reports and provides valuation advice.
The person in the company responsible for issuing this report is Peter Simmons,
B.Com, DipBus (Finance), INFINZ (Cert).
Simmons Corporate Finance and Mr Simmons have significant experience in the
independent investigation of transactions and issuing opinions on the merits and
fairness of the terms and financial conditions of the transactions.
4.2 Independence
Simmons Corporate Finance does not have at the date of this report, and has not
had, any shareholding in or other relationship with Bourns or Rakon or any conflicts
of interest that could affect our ability to provide an unbiased opinion in relation to the
Bourns Offer.
Simmons Corporate Finance has not had any part in the formulation of the Bourns
Offer or any aspects thereof. Our sole involvement has been the preparation of this
report.
Simmons Corporate Finance will receive a fixed fee for the preparation of this report.
This fee is not contingent on the conclusions of this report or the outcome of the
Bourns Offer. We will receive no other benefit from the preparation of this report.
4.3 Declarations
An advance draft of this report was provided to Bourns for its comments as to the
factual accuracy of the contents of the report. Changes made to the report as a result
of the circulation of the draft have not changed the methodology or our conclusions.
Our terms of reference for this engagement did not contain any term which materially
restricted the scope of the report.
4.4 Consents
We consent to the issuing of this report in the form and context in which it is to be
attached to Rakon’s target company statement to be sent to Rakon’s shareholders.
Neither the whole nor any part of this report, nor any reference thereto may be
included in any other document without our prior written consent as to the form and
context in which it appears.

Peter Simmons
Director
Simmons Corporate Finance Limited
11 January 2026

SPH Notice - Bourns, Inc. ("Bourns")SPH Notice - Bourns, Inc. ("Bourns")

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