Placing and Subscription

GenInCode plc (AIM: GENI.L), the polygenics company focused on the prevention of cardiovascular disease ("CVD"), today announces its intention to raise a minimum of £4.0 million through a placing and subscription. The raise will include a minimum of 67,576,000 new ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares") ("Placing Shares") at the issue price of 5 pence per share ("Issue Price") to new and existing institutional investors ("Placees") to raise gross proceeds of a minimum of £3.38 million (the "Placing").

The Company proposes to raise a further £0.62 million (before expenses) by way of a proposed subscription, comprising the issue of 12,424,000 new Ordinary Shares ("Subscription Shares") at the Issue Price (the "Subscription") to Santi - 1990 SL and certain Directors.

In addition, the Company intends to carry out a separate retail offer of up to 20,000,000 new Ordinary Shares ("Retail Shares" and together with the Placing Shares and the Subscription Shares, the "New Ordinary Shares") at the Issue Price to raise further gross proceeds of up to £1.0 million via Bookbuild (the "Retail Offer" and together with the Placing and the Subscription, the "Fundraising") to provide existing retail shareholders in the United Kingdom with an opportunity to participate in the Retail Offer. A separate announcement will be made shortly regarding the Retail Offer and its terms. The Placing and Subscription are not conditional upon the Retail Offer. For the avoidance of doubt the Retail Offer forms no part of the Placing or Subscription.

Transaction Highlights:

• GenInCode is conducting a conditional Placing and Subscription to raise a minimum of £4.0 million (before expenses) through the proposed issue of a minimum 80,000,000 New Ordinary Shares.
• The Placing is expected to raise a minimum of £3.38 million through the issue of a minimum of 67,576,000 Placing Shares.
• Santi - 1990 SL and certain Directors of the Company intend to enter into the Subscription and will conditionally subscribe for 12,424,000 Subscription Shares raising £621,200 in aggregate.
• The Issue Price of 5 pence represents a discount of 7.1 per cent. to the closing middle market price of 5.38 pence per Ordinary Shares on 20 December 2023, being the last business day prior to the announcement of the Fundraising.
• The gross proceeds of the Fundraising, which are expected to amount to at least £4.0 million (and up to a further £1.0 million assuming full take up of the Retail Offer), will be used to fund its US regulatory, reimbursement, and commercialisation program, its EU and UK expansion program and corporate costs for runway to Q1 2025.
• Completion of the Fundraising is conditional, inter alia, upon approval of certain shareholder resolutions (at the general meeting of the Shareholders to be held on 9 January 2024 (the "General Meeting").

A circular, containing further details of the Fundraising and the notice of the General Meeting to be held at 11.00 a.m. on 9 January 2024 to, inter alia, approve the resolutions required to implement the Fundraising, is expected to be published and despatched to Shareholders on or around 22 December 2023 (the "Circular"). Set out below in Appendix I is an adapted extract from the draft Circular that is proposed to be sent to Shareholders after the closure of the ABB. Following its publication, the Circular will be available on the Group's website at https://investors.genincode.com/.

References to times in this Announcement are to London time unless otherwise stated.

Information to Distributors

UK Product Governance Requirements

EU Product Governance Requirements

APPENDIX I - EXTRACT FROM THE CIRCULAR

Introduction

On 22 December 2023, the Company announced that it had conditionally raised £4.0 million including approximately £3.38 million (before expenses) through the Placing by the proposed issue of 67,576,000 Placing Shares at the Issue Price and a further £0.62 million (before expenses) by way of a proposed Subscription, comprising the issue of 12,424,000 Subscription Shares at the Issue Price.

Furthermore, the Board recognises and is grateful for the continued support received from Shareholders and is pleased to offer retail Shareholders the opportunity to participate in the Fundraising through the Retail Offer on Bookbuild to raise a maximum of £1.0 million (assuming full take up of the Retail Offer) through the issue of up to 20,000,000 Retail Shares at the Issue Price. The Retail Offer is expected to close on 27 December 2023.

The Fundraising consists of the Placing, the Subscription and the Retail Offer and will raise up to £5.0 million in aggregate, assuming full take up of the Retail Offer. The Fundraising is conditional on, inter alia, the Resolutions being passed by the Shareholders at the General Meeting and Admission becoming effective.

You will find at the end of this document a notice convening a general meeting to be held at Cavendish Capital Markets Limited, 1 Bartholomew Close, London, EC1A 7BL on 9 January 2024 at 11:00 a.m. to consider and, if thought appropriate, pass the Resolutions which will permit the directors of the Company to issue and allot the New Ordinary Shares and to do so for cash free of pre-emption rights.

Subject to Shareholder approval of the Resolutions at the General Meeting, application will be made for the New Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will become effective at 8.00 a.m. on 10 January 2024 (or such later date as the Company and Cavendish may agree, but not later than 31 January 2024).

Subject to the Resolutions being passed by Shareholders at the General Meeting, each of the New Ordinary Shares will, on Admission rank pari passu in all respects with the Existing Ordinary Shares and will rank in full for all dividends and other distributions declared, made or paid on the New Ordinary Shares after Admission.

The Issue Price represents a discount of approximately 7.1 per cent. to the Closing Price of 5.38 pence per Existing Ordinary Share on 20 December 2023, being the latest practicable date prior to the announcement of the Fundraising.

The purpose of this document is to provide you with information about the background to and the reasons for the Fundraising, to explain why the Board considers the Fundraising to be in the best interests of the Company and its Shareholders as a whole and why the Directors recommend that you vote in favour of the Resolutions as they intend to do in respect of their respective shareholdings. A notice convening the General Meeting to approve the Resolutions is set out at the end of this document.

Importance of vote

If the Resolutions are not approved by Shareholders at the General Meeting, the Fundraising would not proceed as currently envisaged and, as such, the anticipated net proceeds of the Fundraising would not become available to the Company. There is no certainty that other funding would be available on suitable terms or at all. Accordingly, in light of the Group's reducing cash position, it would be likely that the Company would have to severely restrict its costs, potentially impacting its ability to commercialise its products and generate value for the Group.

Background to and reasons for the Fundraising

Background

GENinCode is engaged in the risk assessment, prediction and prevention of cardiovascular disease ("CVD"). CVD is the leading cause of death worldwide accounting for approximately 18 million deaths annually representing approximately 31 per cent. of all deaths worldwide with the global cost of CVD estimated to reach approximately $1.04 trillion by 2030.

The Company's products and technology have been developed with the aim of predicting the onset of CVD and providing a personalised treatment pathway for patient management. The Company's products have been the subject of clinical studies on over 75,000 patients to assess and predict the onset of CVD.

The Company's product portfolio draws on genomic precision testing using polygenic (multiple-genes) technology, advanced molecular testing, genotyping and sequencing. Through a simple blood or saliva sample, the Company's lead product CARDIO inCode-Score (CIC-SCORE) assesses genetic variants associated with CVD to calculate a Polygenic Risk Score (PRS) which, combined with a patient's clinical information, determines a patient's cardiovascular risk.

The Company also provides a genetic diagnostic test that analyses genes most frequently associated with hypercholesterolemia (high levels of Cholesterol) and familial hypercholesterolemia as well as a risk assessment for thrombosis (genetic predisposition to blood clotting). The Company's SITAB system, a proprietary software, bioinformatics and algorithmic platform with online cloud-based reporting, is used to process and record test results and genetic information and, using algorithms and artificial intelligence, assesses a patient's risk of a cardiovascular event. The SITAB system reports results directly via a web portal to healthcare practitioners, cardiologists and physicians, in a user-friendly format.

With CVD mortality levels continuing to rise globally, and 'traditional' risk assessments recognised as imperfect, there is an increasing need for cardiologists to apply genetics to help advance patient prognosis and diagnosis to treat the onset of CVD. The Company's products combine predictive models of genetics and patient data using classic cardiovascular risk factors (CVRFs) and are designed to improve predictive capability and genetic risk assessment to provide a personalised treatment pathway.

GENinCode's product portfolio

The Company's key products are CE-Marked with CARDIO inCode, THROMBO inCode and LIPID inCode generating revenues in European countries, primarily to date in Spain. The Company has now commenced its expansion strategy in Europe, the UK and the US, which the Company considers to be its core markets. The Company's product portfolio currently includes:

CARDIO inCode-Score ("CIC-SCORE")

A significant proportion of cardiovascular events takes place in individuals clinically classified in low and intermediate risk groups based on traditional (non-genetic) cardiovascular risk factors (Marrugat et al., 2011; Iribarren et al., 2016). Genetic risk assessment in addition to clinical risk assessment provides a more accurate cardiovascular lifetime risk assessment to identify those patients at the highest overall risk of coronary heart disease.

CARDIO InCode Score is a patented genetic test that analyses the most important genetic variants (SNP variants) in an individual's DNA related to CVD risk thereby reclassifying patients into more accurate risk categories compared to current standards.

LIPID inCode® ("LiC")

Familial Hypercholesterolemia (FH) is a global autosomal (inherited) genetic disorder of lipid metabolism causing raised blood cholesterol, the early onset of cardiovascular disease and premature mortality (mainly from heart attacks). FH responds well to drug treatment so early diagnosis is vital.

LIPID inCode is a genetic diagnostic test that analyses genes most frequently associated with hypercholesterolemia (high levels of Cholesterol) and familial hypercholesterolemia and other polygenic dyslipidaemias. The test also evaluates other important genetic aspects to guide and adjust patient treatment for hypercholesterolemia.

THROMBO inCode ("TiC")

The THROMBO inCode genetic test analyses genetic SNP variants related to hereditary thrombophilia (blood clotting) and the risk of venous thromboembolism (VTE). THROMBO inCode genetic diagnosis has been published in a number of scientific studies and the Company's test has been implemented in several hospitals and laboratories in Europe. THROMBO inCode provides individuals who have a family history of thrombosis with detailed information regarding hereditary thrombophilia to help prevent the occurrence of thrombosis and identify treatment pathways, as well as reduce the risk of thrombosis.

Risk of Ovarian Cancer Algorithm (ROCA Test)

The ROCA Test is focused on early detection of ovarian cancer in genetically high-risk populations (primarily BRCA1 and BRCA2 pathogenic variants) who defer risk-reducing surgery. The ROCA Test is a surveillance test rather than a 'one off' DNA based test so a single patient would represent a recurring revenue opportunity.

Discussions are starting with NHS on adoption of ROCA for NHS monitoring and the recently published draft NICE Ovarian Cancer guidelines include recommendation for ROCA to be carried out serially every 4 months using ROCA with a call and recall mechanism. Final form guidance is due for publication March 2024.

Growth Strategy

The Company has developed a three-region strategy, targeting the US, the UK and Europe. These clearly represent significant market opportunities, particularly the US, which we expect to be a key driver of revenue growth for GENinCode.

US Strategy

The Directors have identified the US as being its key market as genetic testing gains wider acceptance as a tool for assessing CVD risk aligned with personalised treatment pathways. Interest for both CARDIO inCode and LIPID inCode has been identified and first US revenues are anticipated in Q4 2023.

CARDIO inCode-Score ("CIC-Score")

The Company's US approach to initial market entry is through Early Access Programs (free of charge testing) with 40 'top tier' institutional sites which are currently onboarding, with 27 signed up to date. In addition, the Company is building market awareness for its technology through key opinion leaders and strategic health collaborations and a direct sales team supported by commercial partnerships to reach its core target market of healthcare networks, institutions, clinics and cardiologists.

The regulatory route for CARDIO inCode within the US is well-defined. As announced on 29 November 2023, the Company has transitioned its FDA pre-market notification for CARDIO inCode to a De Novo submission with expected approval in Q2 2024, subject to any further queries from the FDA. While an FDA approved product would allow the test to be scaled in a 'kit' format with testing undertaken in third party labs, the Company will also continue to provide test services for CARDIO inCode sales directly from its CAP and CLIA certificated laboratory in Irvine, California.

Importantly on the reimbursement side CARDIO inCode has received CPT PLA coding (0401U) approved by American Medical Association and received positive support from the Centers for Medicare and Medicaid Services (CMS) for a price of $760/test with reimbursement discussions ongoing with the CMS for pricing inclusion the Clinical Lab Fee Schedule. The Company has also announced a clinical utility study with MedStar Health to support CMS and private payer reimbursement for CARDIO inCode. The Company has also entered into an agreement with Senergene to act as its Revenue Cycle Manager (RCM) handling US billing, benefits investigation, and cash collection.

The Total Addressable Market for CARDIO inCode is expected to be $10.5Bn and the Serviceable Available Market for the product expect to be $4.5Bn. Market scoping interviews undertaken with potential prescribers of CARDIO inCode indicate an initial US target market of 21 million patients of which ~8.5 million would likely be prescribed CiC-SCORE by their physician, if covered by insurance.

LIPID inCode

LIPID inCode Familial Hypercholesterolemia (FH) testing represents an estimated $1.8Bn market opportunity in the US underpinned by an estimated US population of 1.5 million patients suffering with FH.

The Directors believe GENinCode is well placed to take advantage of this market opportunity with LIPID inCode expected to be the first commercially available Monogenic + polygenic LDL-C + Coronary Heart Disease (CHD) risk test offered in the US market. The commercialisation strategy includes a targeted engagement plan focused on engaging the top 250 US physicians in lipidology and preventative cardiology as well as supporting key institutional programs and conferences with FH foundation, National Lipid Association (NLA), and the American Society of Preventative Cardiology (ASPC).

Familial hypercholesterolemia (FH) genetic testing has been classified by the Centers for Disease Control (CDC) as a 'Tier 1' public health status with established ICD-10 and CPT Codes for FH testing. Based on the strength of the LIPID inCode test the Company expects rapid adoption of testing based on a comprehensive diagnostic and risk assessment panel, competitive pricing and favorable reimbursement policies for testing with hospital Integrated Delivery Networks (IDNs), regional, and national payers.

UK Strategy

In the UK the commercialisation strategy has initially focussed on delivering and proving the provision of LIPID inCode within the NHS and the Company is building relationships with leading medical institutions in the NHS and the Health Innovation Networks (HINs). FH is estimated to affect, 1 in 250 of the UK population i.e., between 230k-260k people. Roughly 7% of this population have been genetically diagnosed in England and NHS target is to detect 25% of FH population by 2024.

Following the Company's positive published results in January 2022 of its LIPID inCode NHS clinical study undertaken at the Royal Brompton and Guys & St Thomas' Trust, the largest specialist heart and lung centre in the UK, and the recent successful completion of the AHSN pilot scheme, the NHS have now adopted LIPID inCode in the North of England. Within this population, LIPID inCode will detect and diagnose people with high cholesterol, a known important risk factor for the development of CVD.

As announced on 2 May 2023, NHS funding has been earmarked to accelerate LIPID inCode testing to improve the diagnosis and treatment of FH to prevent CVD. The Directors believe that LIPID inCode testing can provide improved turnaround times at reduced cost to the NHS compared to current testing and will support the delivery of the NHS 10 Year Plan that identified CVD as a clinical priority and the single largest condition where lives can be saved by the NHS over the next 10 years.

Europe Strategy

GENinCode's key EU products are CE-Marked, with CARDIO inCode, THROMBO inCode and LIPID inCode already generating revenues in Europe, primarily in Spain.

The Company intends to support its expansion plans in Europe through strategic alliances for each of its products. These include the collaboration with Synlab within IVF Clinics and Longwood.

Revenue growth is driven via regional and collaborative partnerships, with new tenders for THROMBO inCode and LIPID inCode delivering growing revenues for the business. Roll-out of CARDIO inCode has begun within selected Spanish regions, including the Extremadura Region where CARDIO inCode is being piloted in a Primary Care setting. The Company is also preparing to implement CARDIO inCode pilots in Andalucía and Catalunya.

In addition, the Company is expanding operations in Italy through collaboration with Fondazione SISA (LIPID inCode) as well as expanding LIPID inCode in the German market with Uniklinikum (based on NHS model).

Current trading and Outlook

GENinCode released its unaudited interim results for the period ended 30 June 2023 on 20 September 2023, reporting revenues for the half year period of £0.95m (H1 2022: £0.64m), an increase of 43% year-on-year, and adjusted EBITDA loss of £3.4m (H1 2022: £2.3m loss), reflecting increased investment in support of US and UK launch of LIPID inCode® and CARDIO inCode-Score. The Company also reported cash reserves of £5.2m (H1 2022: £12.4m).

The Board anticipates that GENinCode will meet the current market expectations for the year ending 31 December 2023.

Reasons for the Fundraising

The Group will focus on completion of its US regulatory and reimbursement program whilst driving initial commercialisation in the US, expanding its activities in the UK and Europe whilst positioning the Company on a pathway to breakeven/profitability over the medium term. The objective of financing will be to deliver FDA approval for CARDIO inCode, commence initial US revenues and gain growing and material traction with the NHS with working capital out to Q1 2025.

Use of proceeds of the Fundraising

As announced on 21 December 2023, the Company has conditionally raised gross proceeds of approximately £4.0 million by way of the Placing and the Subscription. The Retail Offer will be up to a maximum additional amount of £1.0 million. The use of proceeds will be:

US regulatory, reimbursement, and commercialisation program £1.75m

EU expansion program £0.75m

UK Expansion program £0.75m

Corporate costs for runway to Q1 2025 £0.75M

Details of the Fundraising

The Placing

The Company has conditionally raised approximately £4.0 million (before expenses) by way of a conditional placing by Cavendish, as agent to the Company, of 80,000,000 New Ordinary Shares at the Issue Price pursuant to the Placing Agreement.

The Placing is conditional, amongst other things, on the passing of the Resolutions, the Placing Agreement not having been terminated and Admission occurring on or before 8.00 a.m. on 10 January 2024 (or such later date as Cavendish and the Company may agree, being not later than 8.00 a.m. on 31 January 2024).

Under the terms of the Placing Agreement, Cavendish, as agent for the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares at the Issue Price. The Company has given certain customary warranties to Cavendish in connection with the Fundraising and other matters relating to the Company and its business. In addition, the Company has agreed to indemnify Cavendish in relation to certain liabilities it may incur in undertaking the Fundraising. Cavendish has the right to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, for a material breach of any of the warranties. The Placing is not being underwritten.

The Subscription

The Company proposes to raise up to £0.62 million (before expenses) by way of a proposed subscription, comprising the issue of up to 12,424,000 Subscription Shares at the Issue Price. The Subscription is not being underwritten.

Certain Directors have entered into Subscription Letters to subscribe for 2,620,000 Subscription Shares representing £0.13 million, at the Issue Price. The Subscription is conditional upon (amongst other things) the passing of the Resolutions, the Placing Agreement not having been terminated and Admission occurring on or before 8.00 a.m. on 10 January 2024 (or such later date and/or time as Cavendish and the Company may agree, being not later than 8.00 a.m. on 31 January 2024).

The Retail Offer

The Company is therefore using the Bookbuild platform to make the Retail Offer available in the United Kingdom through the financial intermediaries (normally a broker, investment platform or wealth manager) which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/L18V91/authorised-intermediaries. Cavendish will be acting as retail offer coordinator in relation to this Retail Offer (the "Retail Offer Coordinator").

The Retail Offer will be open to eligible investors in the United Kingdom at 8:00am on 22 December 2023. The Retail Offer is expected to close at 4:30pm on 27 December 2023. Investors should note that financial intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.

The Company reserves the right to scale back any order at its discretion. The Company reserves the right to reject any application for subscription under the Retail Offer without giving any reason for such rejection. The Retail Offer is not being underwritten.

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

The Retail Offer remains conditional on, inter alia:

• the Placing being or becoming wholly unconditional;
• Admission of the New Ordinary Shares becoming effective by no later than 8.00 a.m. on 10 January 2024 or such later time and/or date as Cavendish and the Company may agree.

Conditional on Admission taking effect, up to 20,000,000 Retail Shares will be issued pursuant to the Retail Offer at the Issue Price to raise proceeds of up to £1.0 million (before expenses). The Retail Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Ordinary Shares (including the Placing Shares).

Application will be made to the London Stock Exchange for Admission of the Retail Shares to trading on AIM. It is expected that Admission will occur and that dealings will commence at 8.00 a.m. on 10 January 2024, at which time it is also expected that the Retail Shares will be enabled for settlement in CREST.

Settlement and Dealings

Application will be made to the London Stock Exchange for admission of the New Ordinary Shares to trading on AIM. It is expected that Admission will take place on or before 8.00 a.m. on 10 January 2024 and that dealings will commence at the same time.

In accordance with the provisions of the Disclosure and Transparency Rules of the FCA, the Company confirms that, immediately following Admission, its issued share capital will comprise 195,816,866 Ordinary Shares of 1 pence each (assuming full take up of the Retail Offer). All Ordinary Shares shall have equal voting rights and, following the Fundraising, none of the Ordinary Shares will be held in treasury. The total number of voting rights in the Company immediately following Admission will therefore be 195,816,866 (assuming full take up of the Retail Offer).

Participation of the Directors in the Fundraising

As outlined above certain Directors have agreed to subscribe for New Ordinary Shares pursuant to the Subscription. The number of New Ordinary Shares subscribed for by each Director and their resulting shareholdings upon Admission are set out below:

• Assuming the Retail Offer is subscribed in full.
• Aggregated with the interests of his wife, Sonia Rodriguez Clemente, who holds 3,150,000 Ordinary Shares in the Company.
• Subscription to be undertaken by Paul Foulger's wife, Laura Deegan. Aggregated with the interests of his wife, Paul Foulger holds 568,182 Ordinary Shares in the Company.

Related party transactions

The conditional Subscriptions for New Ordinary Shares by certain Directors as outlined above constitute related party transactions pursuant to Rule 13 of the AIM Rules. William Rhodes as independent director, having consulted with the Company's nominated adviser, Cavendish, considers that the terms of the participation in the Fundraising by Matthew Walls, Sergio Olivero, Jordi Puig, Huon Gray, Paul Foulger and Felix Freuh is fair and reasonable insofar as the Company's Shareholders are concerned.

Santi-1990 SL and Maven Income and Growth VCTs

Santi-1990 SL, an undertaking controlled by Nestor Oller, is a substantial Shareholder in the Company as it holds 10.84% of the Existing Ordinary Shares. Furthermore, Maven Income and Growth VCTs is a substantial Shareholder in the Company as it holds 11.08% of the Existing Ordinary Shares.

Consequently, Santi-1990 SL and Maven Income and Growth VCTs are considered to be related parties of the Company for the purposes of Rule 13 of the AIM Rules for Companies. Santi-1990 SL is subscribing for 9,804,000 Subscription Shares under the Subscription and Maven Income and Growth VCTs are subscribing for 13,000,000 Placing Shares, representing 5.58% and 7.39% of the Enlarged Share Capital respectively (assuming completion of the Placing and the Subscription and no take up under the Retail Offer).

The subscriptions by Santi-1990 SL and Maven Income and Growth VCTs constitute related party transactions for the purposes of the AIM Rules for Companies. The Directors who are independent of these transactions, being William Rhodes, Matthew Walls, Sergio Olivero, Jordi Puig, Huon Gray, Paul Foulger and Felix Freuh, having consulted with the Company's nominated advisor, Cavendish Capital Markets Limited, consider that that the participation in the Fundraising by Santi-1990 SL and Maven Income and Growth VCTs are fair and reasonable insofar as the Shareholders are concerned.

General Meeting

A notice convening the General Meeting to be held at Cavendish Capital Markets Limited, 1 Bartholomew Close, London, EC1A 7BL on 9 January 2024 at 11:00 a.m. is set out in Part II of this document, to consider and, if thought appropriate, pass the following resolutions:

• Resolution 1 which is an ordinary resolution to authorise the Directors to allot equity securities up to a maximum aggregate nominal amount of £1,000,000 pursuant to the Fundraising; and
• Resolution 2 which is a special resolution and is conditional on the passing of resolution 1, to authorise the Directors to issue and allot equity securities on a non-pre-emptive basis up to a maximum aggregate nominal amount of £1,000,000 in respect of the Fundraising, each as referred to in Resolution 1.

The authorities granted pursuant to the Resolutions will expire on 1 February 2024 or if earlier, at the conclusion of the annual general meeting of the Company to be held in 2024.

Resolution 1 will be proposed as an ordinary resolution. For an ordinary resolution to be passed, more than half of the votes cast must be in favour of the resolution.

Action to be taken

Shareholders are strongly encouraged to appoint the Chairman of the General Meeting as their proxy for the General Meeting. This will ensure that your vote will be counted even if attendance at the General Meeting is restricted or you are unable to attend.

If you would like to vote on the Resolutions, you may appoint a proxy by completing, signing and returning the Form of Proxy to the Company's Registrar, Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL so that it is received no later than 11.00 a.m. on 5 January 2023.

Alternatively, you can vote electronically at www.signalshares.com or via the LinkVote+ app. LinkVote+ is a free app for smartphone and tablet provided by Link Group (the company's registrar). It offers shareholders the option to submit a proxy appointment quickly and easily online, as well as real-time access to their shareholding records. The app is available to download on both the Apple App Store and Google Play, or by scanning the relevant QR code below.

Alternatively, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to the Company's Registrar, the Company's Registrar, Link Group (CREST Participant ID RA10), no later than 11.00 a.m. on 5 January 2023.

If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 11.00 a.m. on 5 January 2024 in order to be considered valid or, if the meeting is adjourned, by the time which is 48 hours before the time of the adjourned meeting. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.

Any changes to the arrangements for the General Meeting will be communicated to Shareholders before the General Meeting, including through the Company's website at https://investors.genincode.com/ and by announcement via a RIS.

All resolutions for consideration at the General Meeting will be voted on by way of a poll, rather than a show of hands. This means that Shareholders will have one vote for each Ordinary Share held. The Company believes that this will result in a more accurate reflection of the views of Shareholders by ensuring that every vote is recognised, including the votes of any Shareholders who are unable to attend the General Meeting but who have appointed the Chairman as their proxy for the General Meeting.

Recommendation

The Directors consider the Fundraising to be in the best interests of the Company and its Shareholders as a whole.

Accordingly, the Directors unanimously recommend that all Shareholders vote in favour of the Resolutions as they intend to do, or procure to be done, in respect of their own beneficial shareholdings, being, in aggregate, 29,387,182 Ordinary Shares, representing approximately 30.67 per cent. of the Existing Issued Share Capital.

APPENDIX II

Details of the Placing Agreement and the Placing Shares

The Company has today entered into the placing agreement with Cavendish Capital Markets Limited ("Cavendish") (the Company's Nominated Adviser and sole broker and bookrunner in connection with the Placing) (the "Placing Agreement"). Pursuant to the Placing Agreement, Cavendish has, subject to the terms and conditions set out therein, agreed to use reasonable endeavours, as agent of the Company, to procure subscribers for the Placing Shares pursuant to the bookbuilding process described in this Announcement and as set out in the Placing Agreement ("Bookbuilding Process").

The Placing is not being underwritten.

The Placing Shares will be issued free of any encumbrance, lien or other security interest.

Application for admission to trading on AIM

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to AIM. Subject to the satisfaction or waiver of the conditions of the Placing Agreement ("Conditions"), it is expected that Admission will take place and dealings in the Placing Shares will commence on AIM on or around 8.00 a.m. on 10 January 2024.

Bookbuilding Process

Participation in, and principal terms of, the Bookbuilding Process

The book will open with immediate effect. The Bookbuilding Process is expected to close not later than 7.00 a.m. on 22 December 2023, but may be closed at such earlier or later time as Cavendish may, in its absolute discretion (after consultation with the Company), determine. The announcement containing the results of the accelerated bookbuild will be released following the close of the Bookbuilding Process.

A Placee who wishes to participate in the Bookbuilding Process should communicate its bid by telephone to its usual sales contact at Cavendish. Each bid should either state the number of Placing Shares which the prospective Placee wishes to subscribe for or a fixed monetary amount at, in either case, the Issue Price. If successful, Cavendish will re-contact and confirm orally to Placees following the close of the Bookbuilding Process the size of their respective allocations and a trade confirmation will be despatched as soon as possible thereafter. Cavendish's oral confirmation of the size of allocations will constitute an irrevocable legally binding agreement in favour of the Company and Cavendish pursuant to which each such Placee will be required to accept the number of Placing Shares allocated to the Placee at the Issue Price on the terms and subject to the conditions set out herein and in accordance with the Articles. Each Placee's allocation and commitment will be evidenced by a trade confirmation issued to such Placee by Cavendish. The terms of this Appendix will be deemed incorporated in that trade confirmation.

Information to Distributors

Conditions of the Placing

The obligations of Cavendish under the Placing Agreement are conditional, amongst other things, on:

• the placing results announcement being released at the relevant time;
• the warranties on the part of the Company contained in the Placing Agreement being true and accurate and not misleading on and as of the date of the Placing Agreement and at all times during the period up to and including the date of Admission;
• the Placing Shares having been allotted, conditional only on Admission;
• the Subscription Shares having been allotted, conditional only on Admission, and payment for such Subscription Shares having been received by the Company prior to Admission;
• the Company raises a minimum of £4.0 million pursuant to the Placing and Subscription;
• the performance by the Company in all material respects of its obligations under the Placing Agreement to the extent that they fall to be performed prior to Admission;
• there not occurring, in the opinion of Cavendish (acting in good faith), a material adverse change, or any development reasonably likely to involve a prospective material adverse change, in the condition (financial, operational, legal or otherwise) or the earnings, business affairs or business prospects of the Company or the Group which is material in the context of the Group taken as a whole, whether or not arising in the ordinary course of business and whether or not foreseeable at the date of the Placing Agreement;
• the general meeting of the Company having taken place on the date set out in the notice of general meeting and each of the resolutions having been passed thereat by the requisite majority; and
• Admission occurring not later than 8.00 a.m. on or around 10 January 2024 or such later time and/or date as Cavendish may agree in writing with the Company (but in any event no later than 8.00 a.m. on 31 January 2024).

If (a) the Conditions of the Placing are not fulfilled (or to the extent permitted under the Placing Agreement waived by Cavendish), or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and each Placee's rights and obligations hereunder shall cease and determine at such time and no claim may be made by a Placee in respect thereof. None of Cavendish, the Company, any Cavendish Affiliate, nor any holding company of the Company, any subsidiary of the Company, any subsidiary of any such holding company, any branch, affiliate or associated undertaking of any such company nor any of their respective directors, officers and employees (each a "GENinCode Affiliate") shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement or in respect of the Placing generally.

Right to terminate under the Placing Agreement

• any statement contained in the Placing Documents is, or has become, or has been discovered to be untrue, incorrect or misleading in any material respect;
• any of the warranties, was, when given, or becomes, untrue, inaccurate or misleading;
• trading in the Company's shares on AIM is suspended or cancelled;
• the appointment of Cavendish as agent of the Company is terminated for whatever reason;
• in the opinion of Cavendish (acting in good faith), there has been, (i) any change, or development involving a prospective change, in national or international, military, diplomatic, monetary, economic, political, financial, industrial or market conditions or 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 whether or not foreseeable at the date of this Agreement, (ii) a suspension of trading in securities generally on the London Stock Exchange or New York Stock Exchange or trading is limited or minimum prices established on any such exchange; (iii) a declaration of a banking moratorium in London or by the US federal or New York State authorities or any material disruption to commercial banking or securities settlement or clearance services in the US or the UK, which would or would be likely to prejudice materially the Company or the Fundraising, or make the success of the Fundraising doubtful or makes it impracticable or inadvisable to proceed with the Fundraising, or render the creation of a market in the ordinary share capital of the Company temporarily or permanently impracticable, then Cavendish may, in its absolute discretion, by notice in writing to the Company (or by orally communicating the same to any director of the Company), terminate this Agreement with immediate effect.

By participating in the Placing, each Placee agrees with Cavendish that the exercise by Cavendish of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Cavendish and that Cavendish need not make any reference to the Placees in this regard and that, to the fullest extent permitted by law, neither the Company, Cavendish, any Cavendish Affiliate nor any GENinCode Affiliate shall have any liability whatsoever to the Placees in connection with any such exercise or failure to so exercise.

No Prospectus

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 to Cavendish and the Company that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of Cavendish (other than the amount of the relevant Placing participation in the oral confirmation given to Placees and the trade confirmation referred to below), any Cavendish Affiliate, any persons acting on its or their behalf or the Company or any Cavendish Affiliate and none of Cavendish, any Cavendish Affiliate, any persons acting on their behalf, the Company, any GENinCode Affiliate nor any persons acting on their behalf will be liable for the decision of any Placee to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, each Placee acknowledges to and agrees with Cavendish for itself and as agent for the Company that, except in relation to the information contained in this Announcement, it has relied on its own investigation of the business, financial or other position of the Company in deciding whether to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and settlement

The expected timetable for settlement will be as follows:

Representations, warranties and terms

• to indemnify on an after-tax basis and hold harmless each of the Company, Cavendish, Cavendish Affiliates and GENinCode Affiliates and any person acting on their behalf from any and all costs, losses, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Announcement and further agrees that the provisions of this Announcement shall survive after completion of the Placing;
• (i) it is entitled to acquire the Placing Shares for which it is subscribing under the laws and regulations of all relevant jurisdictions which apply to it; (ii) it has fully observed such laws and regulations and obtained all such governmental and other guarantees and other consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) which may be required or necessary in connection with its subscription for Placing Shares and its participation in the Placing and has complied with all other necessary formalities in connection therewith; (iii) it has all necessary capacity and authority to commit to participation in the Placing and to perform its obligations in relation thereto and will honour such obligations; (iv) it has paid any issue, transfer or other taxes due in connection with its subscription for Placing Shares and its participation in the Placing in any territory; and (v) it has not taken any action which will or may result in the Company, Cavendish or any Cavendish Affiliate or GENinCode Affiliate or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing;
• if it is within a Relevant State, it is an EU Qualified Investor;
• time is of the essence as regards its obligations under this Appendix;
• it will be bound by the terms of the Articles;

The acknowledgements, agreements, undertakings, representations and warranties referred to above are given to each of the Company and Cavendish (for their own benefit and, where relevant, the benefit of any Cavendish Affiliate or GENinCode Affiliate and any person acting on their behalf) and are irrevocable.

No claim shall be made against the Company, Cavendish, any Cavendish Affiliate, any GENinCode Affiliate, or any other person acting on behalf of any of such persons by a Placee to recover any damage, cost, loss, charge or expense which it may suffer or incur by reason of or arising from or in connection with the performance of its obligations hereunder or otherwise howsoever in connection with the Placing or Admission.

Any arrangements to issue or transfer the Placing Shares into a depositary receipts system or a clearance service or to hold the Placing Shares as agent or nominee of a person to whom a depositary receipt may be issued or who will hold the Placing Shares in a clearance service, or any arrangements subsequently to transfer the Placing Shares, may give rise to stamp duty and/or stamp duty reserve tax, for which neither the Company nor Cavendish 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 has given rise to such stamp duty or stamp duty reserve tax undertakes to pay such stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Cavendish in the event that any of the Company or any GENinCode Affiliate or Cavendish or any Cavendish Affiliate has incurred any such liability to stamp duty or stamp duty reserve tax.

This Announcement has been issued by the Company and is the sole responsibility of the Company.

• if he is an individual, his nationality;
• such other "know your client" information as Cavendish may reasonably request.