Retail Offer

GENinCode plc ("GENinCode" or the "Company") is pleased to announce a retail offer via the Bookbuild platform (the "Retail Offer") of up to 20,000,000 new ordinary shares ("Ordinary Shares") of 1 pence each in the capital of the Company (the "Retail Offer Shares") at an issue price of 5 pence per Retail Offer Share (the "Issue Price").

In addition to the Retail Offer, and as announced earlier today, the Company is also conducting a placing (the "Placing") and subscription (the "Subscription") of a minimum of 80,000,000 new Ordinary Shares at the Issue Price. The Placing and Subscription is expected to raise a minimum of £4.0 million (before expenses) at the Issue Price.

A separate announcement has been made regarding the Placing and Subscription and its terms and sets out the reasons for the Placing, Subscription, and use of proceeds. The proceeds of the Retail Offer will be utilised in the same way as the proceeds of the Placing and Subscription. For the avoidance of doubt, the Retail Offer is not part of the Placing and Subscription.

The Issue Price represents a discount of approximately 7.1 per cent to the closing mid market share price of 5.38 pence per existing Ordinary Share on 20 December 2023 (being the last practicable date prior to the date of this announcement). The issue price of the Retail Offer Shares is the same as the Issue Price of the Placing and Subscription.

The Retail Offer is conditional on passing of the Resolutions and the Retail Offer Shares being admitted to trading on the AIM market operated by the London Stock Exchange plc ("Admission"). Admission of the Retail Offer Shares is expected to take place on 10 January 2024. Completion of the Retail Offer is conditional, inter alia, upon the completion of the Placing and Subscription but completion of the Placing and Subscription are not conditional on the completion of the Retail Offer.

Expected Timetable in relation to the Retail Offer

Retail Offer

The Company values its retail shareholder base, which has supported the Company alongside institutional investors since IPO. Given the support of retail shareholders, the Company believes that it is appropriate to provide its retail shareholders in the United Kingdom the opportunity to participate in the Retail Offer. The Company is therefore making the Retail Offer available in the United Kingdom through the financial intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/L18V91/authorised-intermediaries

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.

There is a minimum subscription of £100.00 per investor under the terms of the Retail Offer which is open to investors in the United Kingdom subscribing via the intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/L18V91/authorised-intermediaries

The Company's LEI is 213800UX6TE7K65O2892.

UK Product Governance Requirements

EU Product Governance Requirements