Verici Dx PLC - Options revision & Grant of new share options

Verici Dx plc

("Verici Dx" or the "Company")

Options revision

&

Grant of new share options

Verici Dx Plc, (AIM: VRCI), a developer of advanced clinical diagnostics for organ transplant, announces that upon the recommendation of the Company's Remuneration Committee, it has repriced certain existing options over ordinary shares of 0.1 pence each in the capital of the Company ("Ordinary Shares") ("Share Options") over an aggregate of 15,577,304 Ordinary Shares and granted new Share Options over an aggregate 107,800,000 Ordinary Shares to certain Directors, persons discharging management responsibility ("PDMRs"), employees and consultants of the Company. The goal of the review was to realign with previous remuneration targets and the issued pool of options including those for new team members now represents 8.32% of the Company's total voting rights as compared with the previous pool of 7.98%.

The Company's Remuneration Committee recognises the importance of share options to appropriately incentivise and retain Directors and employees, as well as to ensure their interests are aligned with that of Company and its shareholders. Following a review of incentive plans, the Remuneration Committee of the Board recommended that, given the reduction in the Company's share price and the changes in the share capital following the recent fundraising, the existing awards of share options were no longer a reasonable incentive and should be amended to re-align the option scheme with the current share price and share capital.

Accordingly, the Company has agreed with each of Sara Barrington, Chief Executive Officer, David Anderson, Chief Financial Officer and Lorenzo Gallen, Non-Executive Director, that the exercise price in respect of the options granted to Sara Barrington and David Anderson on 28 October 2020 around the time of the Company's IPO, and of those granted to Lorenzo Gallon on 6 December 2022 is amended from 20 pence to 0.525 pence per Ordinary Share. All other terms of these Share Options remain the same. All of the Share Options granted in October 2020 have vested in full and can be exercised at any time until 28 October 2030. The Share Options granted in December 2022 have vested in full and can be exercised at any time until 6 December 2032.  The numbers of Share Options currently held by Directors and PDMR's and being repriced are shown in the following table:

Additionally, the Board has granted new options over a total of 107,800,000 Ordinary Shares (the "New Share Options") to certain Directors, PDMRs, employees and consultants of the Company. Of the Company's Directors and PDMRs, this includes:

The remaining 44,200,000 New Share Options have been granted to employees of the Company including recent joiners in the sales team, and it is also the intention to grant New Share Options to new employees who are in the process of joining the Company.

The New Share Options, which have been issued in line with the Company's existing share option plan, have an exercise price of 0.525 pence per ordinary share. This was the price on 2 September 2025 when the Board initially resolved to grant these options but were unable to do so at the time due to the closed period ahead of the Company's interim results. The vesting conditions for the New Share Options granted to the Directors and PDMR's and Chief Operating Officer are 50% performance-based and 50% time-based, with the share option grant initially vesting 12 months from the date of grant. These New Share Options can be exercised until the tenth anniversary from date of grant.

The repricing of the Share Options and the issue of the New Share Options are deemed to be related party transactions under AIM Rule 13 of the AIM Rules for Companies. The Company's Directors (excluding those who are being awarded the Share Options) consider, having consulted with the Nominated Adviser, Singer Capital Markets, that the terms of the related party transactions are fair and reasonable insofar as the shareholders of the Company are concerned.

Following the grant of the New Share Options referred above, there are 125,849,152 outstanding options over Verici's Ordinary Shares, representing 8.32% of the Company's total voting rights. The percentage of outstanding options over Verici's Ordinary Shares prior to this new grant was 7.98%.