Launch of Share Buyback Programme

Celebrus Technologies plc (AIM: CLBS, the “Group", "Celebrus"), the AIM-listed data solutions provider, announces that the Board has approved a share buyback programme of up to 3,000,000 ordinary shares of 2 pence each in the capital of the Company ("Ordinary Shares"), equivalent to approximately $2.0 million using the mid-market closing price of 49.5 pence on 10 November 2026 (the "Buyback Programme").

The Company has instructed Cavendish to conduct the Buyback Programme on its behalf on a broker-managed basis, with trading decisions taken independently of the Company. The Buyback Programme commences today and ends no later than 11 February 2027, or earlier if the maximum number of Ordinary Shares has been reached.

The Buyback Programme will be conducted in accordance with the terms of the Company's authority to make market purchases of its own Ordinary Shares granted to it by shareholders on 13 August 2026 (the "Authority"), including that the maximum price paid per Ordinary Share is to be no more than 105 per cent. of the average middle market closing price of an Ordinary Share for the five business days preceding the date of any buyback.

Due to the limited liquidity in the issued Ordinary Shares, a buyback of Ordinary Shares pursuant to the Authority (or its successor) on any given trading day may represent a significant proportion of the daily trading volume in the Ordinary Shares on AIM and could exceed 25 per cent. of the average daily trading volume and, accordingly, the Company will not benefit from the exemption contained in Article 5(1) of Regulation (EU) No. 596/2014 as adopted into UK law by the European Union (Withdrawal) Act 2018.

Under Rule 37.1 of the City Code on Takeovers and Mergers (the “Takeover Code”), when a company redeems or purchases its own shares, any resulting increase in the percentage of voting rights carried by the shares in which a person, or group of persons acting in concert, is interested will be treated as an acquisition of interests in shares carrying voting rights for the purposes of Rule 9.1 of the Takeover Code.

Rule 37.1(c) of the Takeover Code further provides that the Panel will normally grant a dispensation from an obligation on a person who would otherwise be required to make a mandatory offer under Rule 9.1, where that person is neither a director of the Company, nor a person who is presumed to be acting in concert with any of its directors, unless that person, or any person acting in concert with it, acquired an interest in shares at a time when they had reason to believe that a share buyback programme or other specific redemption or purchase of its own shares by the Company would be implemented.

Mission Trail Capital Management LLC (“Mission Trail”) has no representative on the Board, nor is it presumed to be acting in concert with any of the directors of the Company. On this basis, the Takeover Panel has confirmed that the Company’s repurchase of its own shares pursuant to the Buyback Programme will not trigger an obligation on Mission Trail under Rule 9.1 of the Takeover Code to make a general offer to the Company’s other shareholders, provided that Mission Trail does not otherwise acquire any further interest in shares following the date of this announcement.

As at 30 September 2026, being the date of the latest available share register of the Company, Mission Trail was recorded as having an interest in 11,198,200 Ordinary Shares, representing approximately 29.98 per cent. of the total Ordinary Shares (excluding Ordinary Shares held in treasury) in issue. Assuming the Buyback Programme is implemented in full and Mission Trail has not undertaken any further dealings in the Company's Ordinary Shares since that date, Mission Trail’s interest in the total issued Ordinary Shares (excluding Ordinary Shares held in treasury) would increase to a maximum of 32.60 per cent. This announcement is being made without the consent of Mission Trail.

As at 10 November 2026, the Company's total issued share capital consisted of 40,431,453 Ordinary Shares, with one voting right per share, including 3,084,842 Ordinary Shares held in treasury. Therefore, the total number of voting rights in the Group is 37,346,611.