capAI PLC - Exercise of Warrants, TVR and Other Updates

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS STATES, TERRITORIES AND POSSESSIONS,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.

4 November 2025

capAI plc

(the "Company" or "capAI")

Exercise of Warrants, Total Voting Rights, Grant of Conditional Awards / Share Options and Appointment of Corporate Broker

capAI (LSE: CPAI) today announces the following:

Exercise of Warrants

The Company has received notices of exercise of warrants ("Warrants") to subscribe for a total of 20,500,000 new ordinary shares ("New Ordinary Shares") of nominal value £0.0001 each in the capital of the Company ("Ordinary Shares"). The total consideration paid to the Company in connection with the exercise of such Warrants is £124,687.50.

The New Ordinary Shares will rank pari passu with the existing Ordinary Shares and applications have been made for the New Ordinary Shares to be admitted to the equity shares (transition) category of the Official List of the Financial Conduct Authority ("FCA") and to trading on the main market for listed securities of London Stock Exchange plc ("Admission"). It is expected that Admission will become effective and dealings in the New Ordinary Shares will commence at 8.00 a.m. on 7 November 2025.

Total Voting Rights

Upon Admission of the New Ordinary Shares, the Company's issued share capital will consist of 393,893,063 Ordinary Shares with one voting right each. The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of voting rights in the Company will be 393,893,063. With effect from Admission, this figure 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 to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Grant of Conditional Awards/Share Options

In accordance with the anti-dilution provisions announced on 12 March 2025 (RNS Number: 2759A), Professor Ronjon Nag has been granted additional conditional awards ("Conditional Awards") over 39,304,780 new Ordinary Shares, and Richard Edwards has been granted additional share options ("Share Options") over 9,826,194 new Ordinary Shares.

The grant of such additional Conditional Awards and Share Option have been made pursuant to the anti-dilution provisions to preserve the respective proportional entitlements of Professor Ronjon Nag and Richard Edwards under their respective Conditional Award and Share Option arrangements, consistent with their previous percentage interests in the capAI's enlarged issued share capital, taking into account various Warrant exercises to date, inclusive of the 20,500,000 Warrants referred to above.

Appointment of Corporate Broker

Following the merger of the capital markets businesses of Peterhouse Capital Limited and Novum Securities Limited into AlbR Capital Limited, effective from 1 October 2025, the Company is pleased to announce that AlbR Capital Limited has been appointed as Corporate Broker to the Company with immediate effect.

Enquiries

Company:

capAI plc hello@capaiplc.com

Broker Enquiries:

AlbR 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).