Retail Offer

The Board of Haydale Graphene Industries Plc (the "Company") is pleased to announce a retail offer via BookBuild (the "Retail Offer") of new ordinary shares of 0.01p each ("Ordinary Shares") in the capital of the Company (the "Retail Shares") at an issue price of 0.5 pence per New Ordinary Share (as defined below) (the "Issue Price").

In addition to the Retail Offer, the Company is also conducting a Placing and Subscription of new Ordinary Shares (the "Placing Shares", "Subscription Shares" and together with the Retail Shares, the "New Ordinary Shares") at the Issue Price (the "Placing", "Subscription", together with the Retail Offer, the "Fundraising"). A separate announcement has been made regarding the Fundraising and its terms. For the avoidance of doubt, the Retail Offer is not part of the Placing and Subscription. Full details of the Fundraising, including the background to and reasons for the Fundraising is included in the separate announcement released by the Company today.

The Issue Price represents a discount of approximately 16.6 per cent to the mid-market share price of 0.6 pence per Existing Ordinary Share immediately before launch of the transaction.

The Retail Offer is conditional on the passing of the Resolutions and Admission. Admission of the New Ordinary Shares pursuant to the Retail Offer is expected to take place at 8:00 a.m. on 7 January 2026. Completion of the Retail Offer is conditional, inter alia, upon the Resolutions being duly passed by Shareholders at the General Meeting to be held at 11:00 a.m. at the offices of Fieldfisher LLP, Riverbank House, 2 Swan Lane, London EC4R 3TT on 6 January 2026.

The net proceeds of the Fundraising will be used to fund the general working capital needs of the business.

Expected Timetable in relation to the Retail Offer

Any changes to the expected timetable set out above will be notified by the Company through a Regulatory Information Service. The Company reserves the right to extend the amount of time the Retail Offer remains open for. References to times are to London times unless otherwise stated.

Dealing Codes

Retail Offer

The Company values its retail shareholder base, which has long supported the Company alongside institutional investors. 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/X72XVQ/authorised-intermediaries

The Retail Offer will be open to eligible investors in the United Kingdom at 8.00 a.m., 12 December 2025. The Retail Offer is expected to close at 12.00 p.m. on 15 December 2025. Investors should note that financial intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.

Eligible retail shareholders seeking to invest in Retail Offer Shares may be eligible for relief under the Enterprise Investment Scheme ("EIS"). Further information in relation to the potential eligibility of the Retail Offer Shares under the EIS is provided below. If investors wish to seek relief under EIS, they should indicate their interest through an Intermediary as part of their participation in the Retail Offer (where such facility is available) and by also emailing the Company Finance Director, Patrick Carter, via cosec@haydale.com.

The Retail Offer the subject of this announcement is and will, at all times, only be made to, directed at and may only be acted upon by those persons who are, shareholders in the Company. To be eligible to participate in the Retail Offer, applicants must meet the following criteria before they can submit an order for Retail Shares: (i) be a customer of one of the participating intermediaries listed on the above website; (ii) be resident in the United Kingdom and (iii) be a shareholder in the Company (which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations and includes persons who hold their shares in the Company directly or indirectly through a participating intermediary). For the avoidance of doubt, persons who only hold CFDs, Spreadbets and/or similar derivative instruments in relation to shares in the Company are not eligible to participate in the Retail Offer.

It is vital to note that once an application for Retail Shares has been made and accepted via an intermediary, it cannot be withdrawn.

There is a minimum subscription of £250.00 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/X72XVQ/authorised-intermediaries

EIS/VCT Schemes

The Company has been advised that the Company's business qualifies for EIS reliefs and is a qualifying business for VCT reliefs. Neither the Company nor the Directors give any warranties or undertakings that EIS reliefs or VCT reliefs will be granted in respect of the Retail Offer Shares. Investors must seek independent advice on which they are able to rely.

Neither the Company nor the Directors give any warranties or undertakings to participants in the Retail Offer that EIS reliefs or VCT reliefs, if granted, will not be withdrawn. Investors must take their own advice and rely on it. If the Company carries on activities beyond those disclosed to HMRC, then Shareholders may cease to qualify for the tax benefits.

It should be noted that a subscription for Retail Shares and investment in the Company carries a number of risks. Investors should take independent advice from a person experienced in advising on investment in securities such as the Retail Shares if they are in any doubt.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK MiFIR Product Governance Requirements) may otherwise have with respect thereto, the Retail Shares have been subject to a product approval process, which has determined that the Retail Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: the price of the Retail Shares may decline and investors could lose all or part of their investment; the Retail Shares offer no guaranteed income and no capital protection; and an investment in the Retail Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Retail Offer.

EU Product Governance Requirements