Share Buyback Programme

Intercede, the leading cybersecurity software company specialising in digital identities, today announces the launch of a share buyback programme to acquire ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares") up to the gross value of £1,000,000 (the "Programme" or the "Buyback").

With the current uncertainty in the AIM market regarding HM's Government Autumn Budget on 30 October 2024, relating to potential changes to Inheritance Tax legislation, the possible removal of Business Property Relief for qualifying companies quoted on AIM and the resultant Company's share price volatility, the Board have decided to commence a Buyback programme.

The Board takes a disciplined approach to investment, returns and the capital efficiency of the Group to maximise shareholder value with a focus on the continued execution of its strategy, combining organic growth with the potential to complement this growth with M&A. Furthermore, the Board believes that the Group's strong balance sheet and cash generation provides the opportunity to take advantage of current market conditions to repurchase shares to hold in treasury for the purpose of satisfying future obligations in relation to its employees' or other share schemes and improve shareholder returns.

The Buyback is in accordance with the terms of the Company's authority to make market purchases of its own ordinary shares of 1 pence each in the capital of the Company granted to it by shareholders on 25 September 2024 (the "Authority"), including that the maximum price paid per Ordinary Share is to be no more than 105 percent. of the average middle market closing price of an Ordinary Share for the five business days preceding the date of any purchase.

The Buyback commences today and will then end on 31 December 2024 (subject to earlier termination in the event the full £1,000,000 is expended). The Company has instructed Cavendish Capital Markets Limited ("Cavendish") to act as sole administrator to execute and manage the Buyback on its behalf and has given irrevocable instructions to Cavendish to make market purchases of Ordinary Shares on its behalf, independently of the Company. Cavendish will make trading decisions in relation to the Ordinary Shares independently of and uninfluenced by the Company with such trading decisions being in line with the terms of the Buyback.

Shareholders should be aware that the Buyback will, insofar as is possible, be conducted in accordance with the safe harbour parameters of MAR (as defined below); however, the Buyback may on any given trading day represent a significant proportion of the daily trading volume in the Ordinary Shares on the London Stock Exchange and could exceed 25 per cent of the average daily trading volume. Accordingly, the Company may not benefit from the exemption contained in Article 5(1) in the UK version of the Market Abuse Regulations (Regulation (EU) No 596/2014) as incorporated into UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR").

Any market purchase of Ordinary Shares pursuant to the Buyback will be announced no later than 7.30am on the business day following the day on which the purchase occurred.