Result of Placing and Subscription

Capitalised terms used but not otherwise defined in this Announcement shall have the meanings ascribed to such terms in Appendix II of the Company's announcement issued at 4.47 p.m. on 4 February 2026, unless the context requires otherwise.

Dillistone Group Plc (AIM:DSG), the supplier of software and services for recruiters, confirms, further to its announcement of 4.47 p.m. on 4 February 2026 it has successfully closed the Placing and Subscription.

Result of Placing and Subscription

Subject to the satisfaction of the conditions referred to below, the Placing has raised, in aggregate, gross proceeds of approximately £0.05 million through the placing of 550,000 Placing Shares to investors at a price of 10 pence per share. The Subscription has raised approximately £1.45 million through the issue of 14,450,000 Subscription Shares.

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

• Resolution 1 being passed at the General Meeting;
• the Placing Agreement and the Subscription Agreement not having been terminated prior to Admission and becoming unconditional in all respects; and
• Admission having become effective.

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

Neither the Placing nor the Subscription is being underwritten by Zeus Capital Limited ("Zeus") or any other person.

The Placing Agreement contains customary indemnities and warranties from the Company in favour of Zeus together with provisions which enable Zeus to terminate the Placing Agreement in certain circumstances, including circumstances where any of the warranties are found to be untrue, inaccurate or misleading in any material respect.

Notice of General Meeting and posting of Circular

The Circular, which contains the Notice of General Meeting, and further details in respect of the Placing and Subscription is expected to be posted to Shareholders later today and will also be available on the Company's website www.dillistonegroup.com

The General Meeting will be held on 23 February 2026 at 2:00 p.m.

Admission and Total Voting Rights

Application will be made to the London Stock Exchange for admission of the Placing Shares and Subscription Shares, a total of 15,000,000 New Ordinary Shares to trading on AIM. It is expected that Admission will become effective and dealings in the New Ordinary Shares will commence on AIM at 8.00 a.m. on or around 25 February 2026 (or such later date as may be agreed between the Company and Zeus, but no later than 4 March 2026).

The Placing Shares and Subscription Shares will be issued fully paid and will rank pari passu in all respects with the Company's existing Ordinary Shares.

On Admission, the total number of Ordinary Shares in the capital of the Company in issue will be 35,418,021 with voting rights. This figure may be used by shareholders 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 Company's share capital pursuant to the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

Director Participation and Related Party Transactions

Certain directors of the Company participated in the Subscription, details of which are outlined below: