PDMR Notifications; Conversion CLNs & Fee Shares

7 April 2025

capAI plc

(the "Company")

PDMR Notifications; Conversion of all outstanding CLNs and issue of CLN Shares and Fee Shares

PDMR Notifications

Further to the Company's announcement on 12 March 2025 (RNS Number: 2759A), the Fundraising Shares (as defined in that announcement) have today been admitted to listing on the equity shares (transition) category of the Official List of the Financial Conduct Authority ("ES(T)C Listing"; "FCA") and to trading on the main market for listed securities of London Stock Exchange plc ("Main Market"; "LSE"). Following admission, the notification of transactions forms in respect of participations in Fundraising Shares and Fundraising Warrants (as also defined in that announcement) by Professor Ronjon Nag, Richard Edwards and Sarah Davy are shown below.

Conversion of all outstanding CLNs and issue of CLN Shares and Fee Shares

Further to the Company's announcement on 17 October 2024 (RNS Number: 6526I), the remaining convertible loan noteholders have converted their outstanding convertible loan notes ("CLNs") into 123,000,000 new ordinary shares of nominal value £0.00001 each in the capital of the Company (the "CLN Shares"; "Ordinary Shares"). Following the issuance of the CLN Shares, there are no CLNs outstanding.

In addition, the Company has issued the remaining fee shares as outlined in the Company's announcement on 29 January 2025 (RNS Number: 1581V). A total of 63,492,063 new ordinary shares (the "Fee Shares") have been issued to settle outstanding fees.

Applications have been made to the FCA and the LSE for admission of the CLN Shares and the Fee Shares (together, the "New Ordinary Shares") and it is expected that 186,492,063 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 11 April 2025.

Following admission, the Company will have 3,121,102,336 Ordinary Shares in issue, none of which are held in treasury. Therefore, the total number of voting rights in the Company shall be 3,121,102,336.

The above figure of 3,121,102,336 may be used by shareholders of 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.

For further information, please contact:

Company:

capAI plc [email protected]

Broker Enquiries:

Peterhouse Capital Limited Tel: +44 (0) 207 469 0930

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).