Proposed Placing to raise approximately £2.5m

Active Energy (AIM: AEG, OTCQB: ATGVF), an alternative energy company focused on the deployment of renewable infrastructure and the integration of advanced digital technologies, announces its intention to raise gross proceeds of approximately £2.5 million by means of a placing of new Ordinary Shares to certain institutional and other investors at a price of 0.075 pence per share (the "Placing").

The Placing Price represents a discount of approximately 50 per cent. to the Closing Price of 0.15 pence per Ordinary Share on 8 September 2025, being the latest practicable business day prior to the publication of this Announcement.

Under the terms of the Placing, the Company will also issue Warrants over new Ordinary Shares on the basis of one Warrant for every one Placing Share issued pursuant to the Placing. Each Warrant will entitle the holder to subscribe for one new Ordinary Share at 0.1p per Ordinary Share at any time in the 3 years from the date of grant. The Warrants will not be listed on AIM or any other exchange.

A further announcement confirming the closing of the Bookbuild, and the number of Placing Shares and Warrants to be issued pursuant to the Placing, is expected to be made in due course.

Placing Highlights

• The Company intends to raise approximately £2.5 million before expenses through the Placing arranged by Zeus Capital Limited ("Zeus" or the "Bookrunner") by way of the issue of approximately 3,333,333,333 new Ordinary Shares (the "Placing Shares") at the Placing Price.
• The Placing is to be conducted via an accelerated bookbuild process launching today.
• The Placing Shares, assuming full take-up of the Placing, will represent approximately 86.8 per cent. of the Enlarged Issued Share Capital.
• The net proceeds of the Placing will be deployed across a robust pipeline of opportunities in the renewable energy/power sectors and for general working capital purposes.
• The Placing is being conducted utilising the Company's existing share allotment authorities granted at the general meeting of the Company held on 20 August 2025.

Background to, and reasons for, the Placing and Use of Proceeds

The Company is undertaking a Placing to raise approximately £2.5 million (before expenses) to accelerate the execution of its strategic initiatives across renewable energy and power, strengthen its balance sheet, and enhance long-term shareholder value.

Use of Proceeds

The net proceeds of the Placing are expected to be applied as follows:

• Solar & Battery Rooftop Programme: To advance an initial pipeline of 10 commercial rooftop solar and battery installations (c. 2.3 MW capacity), including site mobilisation, lease execution, and planning/connection costs. This programme is expected to generate contracted revenues of over £10 million over 20 years and forms the foundation for a scalable renewable energy portfolio.
• Harnessing Surplus Energy for Third Party AI, Data & Blockchain Services: The Company is capitalising on its expertise in renewable energy by harnessing surplus energy from both renewable and conventional sources, enabling access to ultra-low-cost power in the UAE. The Company's digital infrastructure platform is designed to be flexible in its power use in order to mitigate fluctuations in power demand versus solar generated power, therefore providing additional stability to the local power grid. The initial phase will support containerised data centres which will be made available as a service to third parties for, amongst other things, Bitcoin mining as well as AI/data hosting, aligning with global trends in high-performance computing.
• Working Capital: To provide general corporate and operational flexibility as the Company scales its activities. As part of working capital management, the Company will continue to implement its digital assets treasury strategy, announced in July 2025, pursuant to which, no more than 30% of the Company's treasury will be held in digital assets at any given time.

The Board believes that the Placing will position the Company to deliver on its dual strategy of building income-generating renewable assets and developing innovative digital infrastructure, creating a platform for sustainable growth and value creation.

Solar & Battery Rooftop Programme

The Company is expecting to advance its initial pipeline of solar and battery storage projects, working alongside its specialist advisor, Brian Glendinning.

Key Highlights

• Initial pipeline of 10 commercial warehouse rooftop sites with a combined capacity of approximately 2.3 MW.
• Advanced stages of securing long-term lease contracts and PPAs.
• Expected contracted revenues exceeding £10 million over a minimum 20-year term.
• Represents the first stage of a broader programme to build a scalable solar and battery portfolio.
• Fully aligned with the Company's strategy to deliver long-term, income-generating renewable assets.

This initiative marks the first phase of a wider development programme targeting both rooftop and ground-mounted solar and battery installations. The Company's strategy is to own and operate a significant portfolio of solar assets, generating predictable, inflation-linked revenues from commercial customers and tenants. Over time, the Company may also consider portfolio refinancing with low-cost debt, enabling equity recycling into new projects while maintaining long-term exposure to stable returns.

Harnessing Surplus Energy for Third Party AI, Data & Blockchain Services

As part of its growth strategy, the Company is capitalising on its expertise in renewable energy by harnessing surplus energy from both renewable and conventional sources, enabling access to ultra-low-cost power in the UAE. The Company's digital infrastructure platform is designed to be flexible in its power use in order to mitigate fluctuations in power demand versus solar generated power, therefore providing additional stability to the local power grid. The initial phase will support containerised data centres which will be made available as a service to third parties for, amongst other things, Bitcoin mining as well as AI/data hosting, aligning with global trends in high-performance computing.

Key features of the project include:

• Subsidised, long-term access to land and ultra-low-cost power derived from renewable and conventional power generation, creating a highly competitive operating environment.
• Partnerships with experienced operators with a proven track record in infrastructure delivery.
• A scalable roadmap from 60 MW+, enabling phased expansion in line with market demand.
• Optionality to pivot into AI/data hosting, positioning the Company to capture growth in advanced computing markets.

The initiative reflects global trends, with the AI infrastructure market forecast to grow from US$26.7 billion in 2022 to between US$151 billion and US$223 billion by 2030 (CAGR 24-30%)[1].

Working Capital and Digital Asset Treasury Strategy

The Company intends to allocate a portion of the Placing proceeds to its working capital of which a portion will be allocated to its digital asset treasury reserve, as announced in July 2025. This strategy is designed to:

• provide a hedge against inflation and currency risk in developing markets;
• enhance liquidity for operational deployment and opportunistic acquisitions; and
• align the Company with innovation-driven investors seeking exposure to energy-backed digital strategies.

To support execution, the Company has appointed Adrian Rowles as Crypto Strategist (non-Board). Adrian brings over a decade of international financial advisory and investment experience, including training with senior traders from Goldman Sachs, Bank of America, and Commerzbank. He has a proven track record in market analysis, risk management, and digital asset strategy execution, and will play a key role in advancing the Company's dual strategy of renewable energy development and crypto treasury optimisation.

At any given time, and pursuant to the treasury policy announced in July 2025, no more than 30% of the Company's treasury will be held in digital assets, under a disciplined framework focused on liquidity, custody, and regulatory compliance.

While the Board recognises that an acquisition of Digital Assets may provide diversification benefits, it also acknowledges the inherent risks associated with such an asset. Digital Assets are highly volatile and speculative, with significant price fluctuations. In addition, a number of publicly listed companies which have adopted a digital asset treasury policy have shown significant dislocations between their market capitalisations and the value of the digital assets held by them. The exposure to Digital Assets may, in turn, compound and increase volatility in the Company's share price, potentially diminishing its appeal to investors and constraining its ability to raise additional capital in public markets.

In addition, the regulatory environment for Digital Assets remains uncertain and subject to change, which may impact the Company's ability to hold or transact in Digital Assets. There are also risks associated with custody, security, and accounting treatment of Digital Assets, any of which could have a material adverse effect on the Company's operations and investor returns.

The Placing

The Company intends to issue approximately 3,333,333,333 Placing Shares, to raise gross proceeds of approximately £2.5 million, to participants in the Placing. The Placing Shares are expected to be admitted to trading on AIM at 8.00 a.m. on or around 15 September 2025.

Zeus Capital Limited, the Company's nominated adviser and broker, is acting as bookrunner in connection with the Placing. The Placing Shares are being offered by way of an accelerated bookbuild (the "Bookbuild"), which will be launched immediately following this Announcement in accordance with the terms and conditions set out in Appendix II to this Announcement.

Admission of the Placing Shares is conditional, inter alia, upon the placing agreement dated 9 September 2025 between the Company and the Bookrunner (the "Placing Agreement") not having been terminated and becoming unconditional in all respects.

The Placing is conditional upon, amongst other things:

• Admission of the Placing Shares becoming effective by no later than 8.00 a.m. on 15 September 2025 (or such later time and / or date as the Company and the Bookrunner shall agree, not being later than 31 October 2025);
• the Company having fully performed its obligations under the Placing Agreement to the extent that such obligations fall to be performed prior to Admission of the Placing Shares;
• each of the warranties given by the Company under the Placing Agreement being true and accurate and not misleading in a way which is, in the opinion of the Bookrunner, material; and
• the Placing Agreement not having been terminated by the Bookrunner in accordance with its terms.

The timing of the closure of the Bookbuild and the allocation of the Placing Shares to be issued at the Placing Price and granting of Warrants are to be determined at the discretion of the Company and the Bookrunner.

Following the requisite approval granted at the Company's general meeting held on 20 August 2025, the Company has issued warrants to Zeus to subscribe 10,160,875 Ordinary Shares representing 2% of the current issued ordinary share capital of the Company. Upon completion of the Placing, further warrants in respect of such number of Ordinary Shares as is required to represent 2% of the Enlarged Issued Share Capital (after taking into account the existing warrants) would be issued by the Company pursuant to the anti-dilution provisions applicable to such warrants. The terms of the warrants are summarised in the Company's circular dated 20 August 2025.

In addition, following completion of the Placing and conditional upon the grant of any necessary shareholder authorities to enable the Company to issue rights to subscribe for additional Ordinary Shares free of existing shareholders' pre-emption rights at a general meeting to be convened by the Company, the Company will issue additional warrants to Zeus to subscribe new ordinary shares representing a further 1% of the Enlarged Issued Share Capital. Such warrants are to be exercisable at the Placing Price at any time within five years from the date of grant (with a 3 months' extension in limited circumstances). The warrants will also include anti-dilution provisions and certain other customary provisions for the benefit of warrant holders.

Admission to trading

Application will be made to the London Stock Exchange for Admission of the Placing Shares to trading on AIM. It is expected that Admission will become effective and dealings in the Placing Shares will commence at 8.00 a.m. on or around 15 September 2025.

The Company intends to issue approximately 3,333,333,333 Placing Shares, to raise gross proceeds of approximately £2.5 million, pursuant to the Placing. The Placing Shares are expected to be admitted to trading on AIM at 8.00 a.m. on or around 15 September 2025 (or such later date and/or time as the Bookrunner and the Company may agree, being no later than 8.00 a.m. on 31 October 2025).

The Bookrunner has the right to terminate the Placing Agreement in certain circumstances prior to Admission, including (but not limited to) in the event that: (i) any of the warranties set out in the Placing Agreement is or becomes untrue or inaccurate or misleading in any material respect; (ii) there has been a material adverse change in certain international financial markets, a suspension or material limitation in trading on certain stock exchanges which, in the opinion of the Bookrunner, 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.

Placing Shares

It is expected that Admission will take place at 8.00 a.m. on or around 15 September 2025 and that dealings in the Placing Shares on AIM will commence at the same time.

APPENDIX I

Definitions

The following definitions apply throughout this Announcement unless the context otherwise requires:

APPENDIX II

Details of the Placing Agreement, the Placing Shares and Warrants

The number of Placing Shares and Warrants will be determined following completion of the Bookbuild as set out in this Announcement. The timing of the closing of the Bookbuild, the number of Placing Shares and Warrants and allocations are at the discretion of the Bookrunner, following consultation with the Company. Allocations will be confirmed orally or by email by the Bookrunner following the close of the Bookbuild. One Warrant will be granted for every one Placing Shares subscribed for. Each Warrant will entitle the holder to subscribe for one Ordinary Share at 0.1p per Ordinary Share at any time in the 3 years from the date of grant. The Warrants will be transferable but will be unlisted. A further announcement confirming these details will then be made as soon as practicable following completion of the Bookbuild.

The Placing Shares and Warrants will, when issued, be subject to the Articles, will be credited as fully paid and rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of Ordinary Shares after the date of issue of the Placing Shares.

Subject to Admission, the Placing Shares will trade on AIM under the trading symbol "AEG" and with ISIN GB00BPG7NS80.

Application for Admission to trading on AIM

Application will be made to the London Stock Exchange for Admission to trading on AIM of the Placing Shares. It is expected that settlement of any such shares and Admission will become effective at 8.00 a.m. on or around 15 September 2025 and that dealings in the Placing Shares will commence at that time.

The Warrants will not be admitted to trading on AIM or any other exchange.

Bookbuild

The Bookrunner will today commence an accelerated bookbuilding process to determine demand for participation in the Placing by potential Placees at the Placing Price. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares and Warrants.

The principal terms of the Placing are as follows:

• The Bookrunner is arranging the Placing as agent for, and broker of, the Company.
• The Bookbuild, if successful, will establish the number of Placing Shares to be issued at the Placing Price and Warrants, which will be determined by the Bookrunner, in consultation with the Company, following completion of the Bookbuild. The number of Placing Shares and Warrants will be announced on a Regulatory Information Service following completion of the Bookbuild.
• To bid in the Bookbuild, prospective Placees should communicate their bid by telephone to their usual contact at the Bookrunner. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for or purchase at the Placing Price. One Warrant will be granted for every one Placing Shares subscribed for. Bids may be scaled down by the Bookrunner on the basis referred to in paragraph 8 below.
• Allocations of the Placing Shares and Warrants will be determined by the Bookrunner, following consultation with the Company. Each Placee's allocation will be confirmed to Placees orally, or by email, by the Bookrunner following the close of the Bookbuild and a trade confirmation or contract note will be dispatched as soon as possible thereafter. Oral or emailed confirmation from the Bookrunner will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of the Bookrunner and the Company, under which it agrees to acquire by subscription the number of Placing Shares allocated to it at the Placing Price and Warrants and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Articles. Except with the Bookrunner's consent, such commitment will not be capable of variation or revocation.
• The Company will make a further announcement following the close of the Bookbuild detailing the number of Placing Shares to be issued at the Placing Price and Warrants granted.
• Subject to paragraphs 4 and 5 above, the Bookrunner may choose not to accept bids and/or to accept bids, either in whole or in part, on the basis of allocations determined at its discretion (after consultation with the Company) and may scale down any bids for this purpose on such basis as it may determine. The Bookrunner may also, notwithstanding paragraphs 4 and 5 above, subject to the prior consent of the Company, allocate Placing Shares and Warrants after the time of any initial allocation to any person submitting a bid after that time.

Conditions of the Placing

The Bookrunner's obligations under the Placing Agreement in respect of the Placing Shares and Warrants are conditional on, inter alia:

• Admission occurring by no later than 8.00 a.m. (London time) on 15 September 2025 or such other date and time as may be agreed between the Company and the Bookrunner, not being later than the Long Stop Date;
• the issue and allotment of the Placing Shares, conditional only upon Admission;
• each of the warranties being true and accurate and not misleading in a way which is, in the opinion of the Bookrunner, material; and
• the Placing Agreement not having been terminated by the Bookrunner in accordance with its terms.

If: (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by the Bookrunner by the respective time or date where specified (or such later time or date as the Bookrunner may notify to the Company, being not later than the Long Stop Date); (ii) any of such conditions becomes incapable of being fulfilled; or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares and the Warrants shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

Right to terminate the Placing Agreement

• any of the warranties set out in the Placing Agreement is or becomes untrue or inaccurate or misleading in any material respect;
• there has been a change in national or international financial, political, economic, monetary or stock market conditions (primary or secondary) or an imposition of or compliance with any law or governmental or regulatory order, rule, regulation, restriction or direction which, in the opinion of the Bookrunner, would or would be likely to prejudice materially the Company or render the Placing (or any material part thereof) or Admission impractical or inadvisable.

No Admission Document or Prospectus

The Placing Shares and Warrants are being offered to a limited number of specifically invited persons only and have not been nor will they be offered in such a way as to require the publication of a prospectus in the United Kingdom or otherwise. No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA or the London Stock Exchange in relation to the Placing or the Placing Shares, and Warrants and Placees' commitments will be made solely on the basis of the information contained in the Announcement (including this Appendix) and the Publicly Available Information. Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has not relied on any other information (other than the Publicly Available Information), representation, warranty, or statement made by or on behalf of the Company or the Bookrunner or any other person and neither the Bookrunner, the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by the Bookrunner, the Company or their respective officers, directors, employees or agents. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Neither the Company nor the Bookrunner are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares or the Warrants by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax, financial, business or other advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares or the Warrants. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Following closure of the Bookbuild, each Placee allocated Placing Shares and Warrants in the Placing will be sent a trade confirmation or contract note in accordance with the standing arrangements in place with the Bookrunner, stating the number of Placing Shares allocated to it at the Placing Price and Warrants allocated to it, and the aggregate amount owed by such Placee (in pounds sterling) and a form of confirmation in relation to settlement instructions.

Settlement of transactions in the Placing Shares (ISIN: GB00BPG7NS80) following Admission will take place within CREST provided that, subject to certain exceptions, the Bookrunner reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

Grant of the Warrants will be in certificated form.

Interest is chargeable daily on payments not received from Placees on the due date(s) in accordance with the arrangements set out above at the rate of 4 percentage points above the prevailing SONIA (Sterling Overnight Index Average) rate as determined by the Bookrunner.

Each Placee is deemed to agree that, if it does not comply with these obligations, the Bookrunner may sell any or all of the Placing Shares and/or Warrants allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Bookrunner's account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable and shall indemnify the Bookrunner on demand for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares and/or Warrants on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on the Bookrunner such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which the Bookrunner lawfully takes in pursuance of such sale. Legal and/or beneficial title in and to any Placing Shares and Warrants shall not pass to the relevant Placee until it has fully complied with its obligations hereunder.

If Placing Shares or Warrants are to be delivered to a custodian or settlement agent, Placees should ensure that the form of confirmation is copied and delivered immediately to the relevant person within that organisation.

Insofar as Placing Shares or Warrants are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax. Neither the Bookrunner nor the Company will be liable in any circumstances for the payment of stamp duty, stamp duty reserve tax or securities transfer tax in connection with any of the Placing Shares or the Warrants. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations, Warranties and Further Terms

4. that these terms and conditions represent the whole and only agreement between it, the Bookrunner and the Company in relation to its participation in the Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, each Placee, in accepting its participation in the Placing, is not relying on any information or representation or warranty in relation to the Company or any of its subsidiaries or any of the Placing Shares or the Warrants other than as contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares or the Warrants. Each Placee agrees that neither the Company, the Bookrunner nor any of their respective officers, directors or employees will have any liability for any such other information, representation or warranty, express or implied;

7. that it has made its own assessment of the Placing Shares and the Warrants and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and that it shall not be entitled to rely upon any material regarding the Placing Shares or the Warrants or the Company (if any) that the Bookrunner or the Company or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, other than the information in this Announcement and the Publicly Available Information; nor has it requested any of the Bookrunner, the Company or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;

• that the only information on which it is entitled to rely on and on which it has relied in committing to subscribe for the Placing Shares or the Warrants is contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares or the Warrants and it has made its own assessment of the Company, the Placing Shares, the Warrants and the terms of the Placing based on this Announcement and the Publicly Available Information only;
• that neither the Bookrunner or the Company or any of their respective affiliates, agents, directors, officers or employees has made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the Warrants or the accuracy, completeness or adequacy of the Publicly Available Information;
• that it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted, and will not, directly or indirectly, distribute, forward, transfer or otherwise transmit, any presentation or offering materials concerning the Placing or the Placing Shares or the Warrants to any persons within the United States or to any US Persons;
• that it is entitled to subscribe for and/or purchase Placing Shares and Warrants under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all governmental and other consents which may be required thereunder or otherwise and complied with all necessary formalities and that it has not taken any action which will or may result in the Company or the Bookrunner or any of their respective directors, officers, employees or agents acting in breach of any regulatory or legal requirements of any territory in connection with the Placing or its acceptance;
• that where it is acquiring Placing Shares and/or Warrants for one or more managed accounts, it is authorised in writing by each managed account: (a) to acquire the Placing Shares and/or Warrants for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and the Announcement of which it forms part; and (c), if applicable, to receive on its behalf any investment letter relating to the Placing in the form provided to it by the Bookrunner;
• that it is either: (a) a person of a kind described in paragraph 5 of Article 19 (persons having professional experience in matters relating to investments and who are investment professionals) of the Order; or (b) a person of a kind described in paragraph 2 of Article 49(2)(A) to (D) (high net worth companies, unincorporated associations, partnerships or trusts or their respective directors, officers or employees) of the Order; or (c) a person to whom it is otherwise lawful for this Announcement to be communicated and in the case of (a) and (b) undertakes that it will acquire, hold, manage or dispose of any Placing Shares and/or Warrants that are allocated to it for the purposes of its business;
• that, unless otherwise agreed by the Bookrunner, it is a Qualified Investor;
• that, unless otherwise agreed by the Bookrunner, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook and it is purchasing Placing Shares and/or Warrants for investment only and not with a view to resale or distribution;
• that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares and/or Warrants in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;
• that it will (or will procure that its nominee will) if applicable, make notification to the Company of the interest in its Ordinary Shares in accordance with the Disclosure Guidance and Transparency Rules of the FCA;
• that it will not deal or cause or permit any other person to deal in all or any of the Placing Shares and/or Warrants which it is subscribing for and/or purchasing under the Placing unless and until Admission becomes effective;
• that it appoints irrevocably any director of the Bookrunner as its agent for the purpose of executing and delivering to the Company and/or its registrars any document on its behalf necessary to enable it to be registered as the holder of the Placing Shares or Warrants;
• that time shall be of the essence as regards obligations pursuant to this Appendix;
• that (i) it has complied with its obligations under the Criminal Justice Act 1993 and MAR, (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering and Terrorist Financing Regulations 2019 and (iii) it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the United States Department of State; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations (together, the "Regulations"); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to the Bookrunner such evidence, if any, as to the identity or location or legal status of any person which the Bookrunner may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by the Bookrunner on the basis that any failure by it to do so may result in the number of Placing Shares or Warrants that are to be subscribed for and/or purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Bookrunner may decide in its absolute discretion;
• that it will not make any offer to the public within the meaning of the EU Prospectus Regulation or UK Prospectus Regulation (as the case may be) of those Placing Shares or Warrants to be subscribed for and/or purchased by it;
• that it will not distribute any document relating to the Placing Shares and Warrants and it will be acquiring the Placing Shares or Warrants for its own account as principal or for a discretionary account or accounts (as to which it has the authority to make the statements set out herein) for investment purposes only and it does not have any contract, understanding or arrangement with any person to sell, pledge, transfer or grant a participation therein to such person or any third person with respect of any Placing Shares or Warrants; save that if it is a private client stockbroker or fund manager it confirms that in purchasing the Placing Shares or granting the Warrants it is acting under the terms of one or more discretionary mandates granted to it by private clients and it is not acting on an execution only basis or under specific instructions to purchase the Placing Shares or grant the Warrants for the account of any third party;
• that it acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares and Warrants (together with any interest chargeable thereon) may be taken by the Company or the Bookrunner in any jurisdiction in which the relevant Placee is incorporated or in which its assets are located or any of its securities have a quotation on a recognised stock exchange;
• that the Bookrunner or its respective affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares or Warrants;
• that no prospectus or offering document has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus or other offering document in connection with the Placing or the Placing Shares or the Warrants; and

The agreement to settle a Placee's subscription and/or purchase (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares or Warrants in question. Such agreement assumes that the Placing Shares or Warrants are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares or Warrants into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, or Warrants, stamp duty or stamp duty reserve tax may be payable, for which neither the Company or the Bookrunner will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares or Warrants has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Bookrunner in the event that any of the Company and/or the Bookrunner have incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify the Bookrunner accordingly.

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription or purchase by them of any Placing Shares or Warrants or the agreement by them to subscribe for or purchase any Placing Shares or Warrants.

[1] https://www.globenewswire.com/news-release/2024/02/27/2836152/0/en/Global-Artificial-Intelligence-AI-Infrastructure-Strategic-Research-Report-2024-Market-to-Reach-151-Billion-by-2030-Steep-Rise-of-AI-Carves-Pathway-to-Grand-Success.html?utm_source=chatgpt.com