Fundraise of approximately £400,000

Acuity (AIM: ACRM), the software group focused on cybersecurity risk management, announces a fundraising, to raise approximately £400,000 (before expenses) through the issue of new ordinary shares of 0.1 pence each in the capital of the Company (the "Ordinary Shares") at a price of 0.75 pence per Ordinary Share (the "Issue Price") (the "Fundraising"). The Fundraising comprises a placing of 46,833,329 new Ordinary Shares ("Placing Shares") ("Placing, and an intended Directors' Subscription of 6,499,999 new Ordinary Shares ("Directors' Subscription Shares") ("Directors' Intended Subscription"). In addition, the Company is offering a retail offer of up to 6,666,666 new Ordinary Shares ("Retail Shares") ("Retail Offer"). The Fundraising is conditional, inter alia, on the passing of the resolutions by shareholders at a general meeting of the Company to be held on 7 July 2026 (the "General Meeting").

It is proposed that each new Ordinary Share will have one warrant attached, exercisable at the Issue Price for a period of 1 year, representing a total of 59,999,994 warrants assuming full take up of the Retail Offer (the "Fundraising Warrants"). The issue of the Fundraising Warrants will be subject to shareholder approval at a General Meeting. The Warrants will not be admitted to trading on AIM.

The Issue Price represents a discount of approximately 18.9 per cent. to the closing mid-market price on AIM of 0.925 pence per Ordinary Share on 15 June 2026, being the latest practicable business day prior to the publication of this Announcement.

The Company is offering existing shareholders the opportunity to participate in the Fundraising through the Retail Offer which is being conducted via the Bookbuild Platform. The proposed amount that can be raised through the Retail Offer is £50,000 (assuming full take up of the Retail Offer) through the issue of approximately 6,666,666 new Ordinary Shares at the Issue Price. A separate announcement will be made regarding the Retail Offer and its terms. The Placing is not conditional upon the Retail Offer. For the avoidance of doubt, the Retail Offer forms no part of the Placing.

Zeus Capital Limited ("Zeus") and AlbR Capital Limited ("AlbR") are acting as joint brokers (the "Joint Bookrunners") in connection with the Placing.

Background and reasons for the fundraising

Acuity achieved a materially improved financial performance in 2025. The Group also made significant progress broadening its software product portfolio and expanding its market appeal. Vendor Management Hub ("VMH") was launched as a new entry level product in 2025 and STREAMÒ Cloud, a lighter weight, cloud-based edition of its award-winning STREAM® Cyber GRC tool aimed at the regulated mid-market customer segment was launched in March 2026. Acuity also commenced work on a new product, Risk OS, an AI-native product that will provide CISOs with greater control over cyber risk. Given AI's impact on the pace of change, the Directors believe this will be a key addition to the Group's product range. Acuity has developed a working prototype and further development is required ahead of a commercial launch expected toward the end of 2026.

The fundraise will be principally used to develop Risk OS and invest further in sales and marketing. The funding will also provide additional working capital to strengthen the balance sheet providing reassurance to trading partners.

The Company has raised net proceeds of approximately £370,000 through the Placing and Directors' Intended Subscription which will be applied approximately as follows:

• 55%: Investment in sales and marketing
• 30%: Further development of Risk OS
• 15%: Additional working capital

Additionally, in order to allow all existing shareholders to participate, the Company is seeking to raise up to £50,000 through the Retail Offer, the net proceeds of which will be applied for additional working capital purposes.

Current trading and prospects

The Company expects to announce its results for the year ended 31 December 2025 in late June. It expects to report Group revenue of £2.1 million (FY24: £2.1 million) and an operating loss of £0.19 million (FY24: £1.1 million). As at 31 December 2025, the Group had net cash of £322,000.

Acuity has started the current financial year satisfactorily with new contracts secured to the value of £0.6 million in Q1 and forward contracted revenues as at 31 March 2026 of £2.15 million, up circa 10 per cent since the year end. Revenues in FY26 are expected to be broadly flat, with new customer wins being secured in the second half but offset by the impact of a fall in renewal rates of certain legacy STREAM® customers.

The Placing

The Placing has raised approximately £350,000 through the issue of 46,833,329 new Ordinary Shares at the Issue Price. The Placing is being conducted by the Joint Bookrunners. A placing agreement has been entered into between the Company, Zeus and AlbR in connection with the Placing (the "Placing Agreement").

The issue of the Placing Shares is conditional on the passing of the Resolutions at the General Meeting, which will, if passed, grant the Directors the necessary authorities to allot the Placing Shares on a non-pre-emptive basis for cash.

The Placing is not being underwritten.

The allotment and issue of the Placing Shares is conditional, inter alia, upon:

• Admission becoming effective by no later than 8.00 a.m. on 9 July 2026 (or such other time and/or date, being no later than 8.00 a.m. on 23 July 2026, as the Joint Bookrunners and the Company may agree);
• the Placing Agreement not having been terminated in accordance with its terms prior to Admission; and
• the passing of the Resolutions at the General Meeting.

Accordingly, if any of such conditions are not satisfied or, if applicable, waived, the Placing will not proceed.

The Placing Shares will be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares then in issue, including the right to receive all future distributions, declared, paid or made in respect of the Ordinary Shares from the date of Admission. The Placing Shares will represent approximately 15.7 per cent. of the Company's share capital as enlarged by the Placing and the Directors' Subscription Shares.

Subject to satisfaction of the relevant conditions, it is expected that Admission will become effective, and dealing in the Placing Shares will commence, at 8.00 a.m. (London time) on or around 9 July 2026.

The Joint Bookrunners have the right to terminate the Placing Agreement in certain circumstances prior to Admission, including (but not limited to): in the event that any of the warranties set out in the Placing Agreement become untrue, inaccurate or misleading in any material respect or the Company materially fails to comply with any of its obligations prior to Admission. The Joint Bookrunners may also terminate the Placing Agreement if there has been (i) a material adverse change affecting the business or prospects of the Company or its group or (ii) any change in national or international financial, economic, political, industrial or market conditions or currency exchange rates or exchange controls, or any incident of terrorism or outbreak or escalation of hostilities or any declaration by the UK or the US of a national emergency or war or any other calamity or crisis which, in the reasonable opinion of the Joint Bookrunners, is likely to have an adverse effect on business or prospects of the Company or its group and makes it impractical or inadvisable to proceed with the Placing. If this termination right is exercised, or if the conditionality in the Placing Agreement is not satisfied, the Placing will not proceed.

The Directors' Intended Subscription

Certain Directors of the Company intend to subscribe for, in aggregate, approximately £50,000 through the issue of the Directors' Subscription Shares. As the Company is currently in a closed period under MAR until the publication of its 2025 Results, the Directors are not permitted to deal in the Company's shares until after publication of the 2025 Results (and subject to each not being in possession of any other unpublished price sensitive information at such time).

The Directors' Intended Subscription is not part of the Placing and any Directors' Subscription Shares would be subscribed pursuant to the terms of subscription agreements between the Company and the relevant subscribers.

The Directors' Intended Subscription is conditional on the passing of the Resolutions at the General Meeting and Admission.

Further details relating to the Directors' Intended Subscription, including the total number of new Ordinary Shares subscribed for and the aggregate gross proceeds, will be announced as soon as practicable after publication of the 2025 Results, which is anticipated to be prior to the date of the General Meeting.

General Meeting

The Fundraising is conditional, inter alia, on the passing of the resolutions by Shareholders (the "Resolutions") at a general meeting of the Company to be held at 11am on 7 July 2026 at the offices of AlbR Capital Limited, 3rd Floor, 80 Cheapside, London, EC2V 6EE (the "General Meeting"). The Resolutions will, if passed, grant the Directors the necessary authorities to allot the Placing Shares, the Directors' Subscription Shares and the Retail Offer Shares on a non-pre-emptive basis.

A circular convening the General Meeting and containing the notice of General Meeting (the "Circular") will be posted to Shareholders in due course and will be made available on the Company's website at https://www.acuityrmgroup.com. The Circular will set out further details of the Fundraising and the Resolutions, together with the recommendation of the Directors and the reasons why Shareholders are being asked to vote in favour of the Resolutions.

If the Resolutions are not passed at the General Meeting, the Fundraising will not proceed.

The Retail Offer

The Company values its retail shareholder base and, given the support of retail shareholders, the Company believes that it is appropriate to provide its retail shareholders in the United Kingdom the opportunity to participate in the Retail Offer. The Company is therefore making the Retail Offer available in the United Kingdom through certain financial intermediaries.

The Retail Offer will be open to eligible investors in the United Kingdom at 7:00 am on 17 June 2026. The Retail Offer is expected to close at 4:30pm on 22 June 2026. Investors should note that financial intermediaries may have earlier closing times.

A separate announcement will be made by the Company regarding the Retail Offer and its terms.

Admission and Total Voting Rights

Application will be made to the London Stock Exchange for the admission of the New Ordinary Shares to trading on AIM ("Admission"). It is expected that Admission will become effective and dealings in such Ordinary Shares will commence at 8.00 a.m. on or around 9 July 2026. The New Ordinary Shares will be issued fully paid and will rank pari passu in all respects with the Company's Existing Ordinary Shares.

Admission is conditional upon, among other things, the passing of the Resolutions at the General Meeting and the Placing Agreement not having been terminated and becoming unconditional in all respects.

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