Issue of Equivalent Shares and PDMR Notification

THIS ANNOUNCEMENT ("ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS STATES, TERRITORIES AND POSSESSIONS, AUSTRALIA, CANADA, JAPAN, SINGAPORE, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE PROHIBITED BY ANY APPLICABLE LAW.

9 June 2025

capAI plc
("capAI" or the "Company")

Allotment and Issue of Equivalent Shares and PDMR Notification

capAI plc (LSE: CPAI) announces that, further to its announcement on 29 May 2025 (RNS Number : 5031K) of its entry into the Stock Loan Agreement with Richard Andrew Edwards, a Director designated as Executive Chairman, it has today allotted and issued 400,000,000 Equivalent Shares to Mr Edwards in satisfaction of the Company's obligations to deliver such new Ordinary Shares under the Stock Loan Agreement.

The Equivalent Shares have been issued and allotted to Mr. Edwards under an exemption from the requirement to issue a prospectus. The Equivalent Shares rank pari passu with the existing Ordinary Shares and, have today been admitted to the equity shares (transition) category of the Official List of the FCA and to trading on the main market for listed securities of London Stock Exchange plc ("Admission").

Following Admission, the Company has 3,631,830,636 Ordinary Shares in issue, none of which are held in treasury. Therefore, the total number of voting rights in the Company are 3,631,830,636.

The above figure of 3,631,830,636 may be used by Shareholders 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.

As previously announced, the Company expects to publish its interim results for the period to 31 March 2025 on 30 June 2025 and therefore the Company has been in a closed period (for the purposes 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) ("UK MAR")) since 31 May 2025. The Company notes that all actions as outlined in the circular published by the Company and posted to Shareholders on 2 May 2025 (the "Circular") and the transactions envisaged by the Stock Loan Agreement on the dates specified, including the allotment and issue of the Equivalent Shares to Richard Edwards, would be compliant with UK MAR as the only actions within the closed period would be the implementation of actions resulting from irrevocable decisions made by the Board prior to the commencement of the closed period (for the purposes of UK MAR).

Capitalised terms in this Announcement have the meaning ascribed to them in the Definitions section of the Circular, unless otherwise defined in this Announcement.

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 UK MAR.