Result of AGM, Issue of Shares, Options & Warrants

31 March 2025

capAI Plc

(the "Company")

Results of AGM, issue of New Ordinary Shares, options and warrants

capAI plc (LSE: CPAI) announces that all resolutions ("Resolutions") set out in the Company's notice of annual general meeting ("AGM") dated 7 March 2025 were passed by the requisite majority at the AGM held at 10.00 a.m. today at the offices of Peterhouse Capital, Floor 3, 80 Cheapside, London EC2V 6EE.

The result of the poll, including the proxy voting, is as follows:

Further information on votes:

As at 31 March 2025, there were 2,113,316,623 ordinary shares of nominal value £0.00001 each ("Ordinary Shares") in issue. Shareholders are entitled to one vote per Ordinary Share. Any vote withheld is not a vote in law and so has not been included in the calculation of the proportion of votes for and against any Resolution.

The Resolutions were all passed on a poll, with votes cast in accordance with proxy voting instructions submitted to the Company by the relevant deadline, together with those cast at the AGM itself.

In accordance with Listing Rule 14.3.6 of the UK Financial Conduct Authority ("FCA"), a copy of the Resolutions passed at the AGM has been submitted to the FCA via the National Storage Mechanism and will shortly be available to the public for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

The result of poll and proxy voting will also be available on the Company's website, https://capaiplc.com

Issue of New Ordinary Shares:

Following the passing of all of the Resolutions at the AGM, the Company can now issue the following as per its announcement of 12 March 2025 (RNS Number: 2759A) (the "Fundraising Announcement"):

·      687,500,000 new Ordinary Shares ("Fundraising Shares") at a price of £0.0004 per share (the "Issue Price"), with one warrant, valid for one year from the date of Admission, exercisable at £0.0008 per ordinary share, attached to each Fundraising Share ("Fundraising Warrants").

·      83,000,000 new Ordinary Shares to convert Richard Edwards' outstanding convertible loan notes (the "CLN Shares"); and

·      50,793,650 new Ordinary Shares to settle outstanding professional fees from Coat Capital Ltd, of which Richard Edwards is a director (the "Fee Shares").

As per the Fundraising Announcement, 156,250,000 Fundraising Shares and Fundraising Warrants will be issued to members of the existing board of directors of the Company ("Board"; "Directors"). The remaining balance of 531,250,000 Fundraising Shares and Fundraising Warrants will be issued to Marcus Yeoman, a director of the Company. Immediately following admission of the Fundraising Shares to the equity shares (transition) category Official List of the FCA ("ES(T)C Listing") and to trading on the main market for listed securities ("Main Market") of London Stock Exchange plc (the "LSE") ("Admission"), Marcus Yeoman has agreed to sell 531,250,000 Fundraising Shares and 531,250,000 Fundraising Warrants, at the Issue Price to unconnected investors and Professor Ronjon Nag.

Applications have been made to the FCA and the LSE for Admission of the Fundraising Shares, the CLN Shares and the Fee Shares (together, the "New Ordinary Shares") and it is expected that 821,293,650 New Ordinary Shares will be admitted to an ES(T)C Listing and to trading on the Main Market of the LSE at or around 8.00 a.m. on 7 April 2025.

Following Admission, the Company will have 2,934,610,273 Ordinary Shares in issue, none of which are held in treasury. Therefore, the total number of voting rights in the Company shall be 2,934,610,273.

The above figure of 2,934,610,273 may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules ("DTRs").

Grant of options

The Board is looking forward to Professor Nag joining as an Executive Director tomorrow (1 April 2025) on a purely performance related basis.

As per the RNS dated 12 March 2025, Professor Nag and Richard Edwards will neither accrue, nor be paid, any salary for their roles instead their remuneration will be entirely performance related, and they will only therefore be rewarded in the event of significant share price appreciation.

As the grant of options to Professor Nag (conditional on his appointment) and Richard Edwards each constitute a material related party transaction for the purposes of DTR 7.3, the Company confirms that Marcus Yeoman, in his capacity as the Company's independent Director (the "Independent Director") and having exercised reasonable care, skill and diligence, considered those material related party transactions to be fair and reasonable from the perspective of the Company and its shareholders who are not a related party (as such term is defined in UK-adopted International Financial Reporting Standards). Accordingly, this announcement is made under and in compliance with Disclosure Guidance and Transparency Rule 7.3.8.

Warrants

All holders of outstanding warrants are reminded that the exercise of such warrants is dependent on the Company having the regulatory authority to do so, which may require the issuance of a prospectus approved by the FCA.

For further information, please contact:

capAI plc: [email protected]

Peterhouse Capital Limited (Broker): +44 (0) 207 469 093001

The information set out below is provided in accordance with the requirements of Article 19(3) of Regulation 2014/596/EU, which is part of the domestic law of the United Kingdom of Great Britain and Northern Ireland pursuant to the Market Abuse (Amendment) (EU Exit) Regulations (SI 2019/310).