Share Buyback Programme

Kooth (AIM: KOO), a global leader in youth digital mental well-being, announces its intention to undertake a share buyback programme of up to £1.5 million (the "Share Buyback") in respect of its ordinary shares of 5 pence each (the "Ordinary Shares").

The purpose of the Share Buyback is to increase the number of shares held in treasury for use in meeting future obligations arising from the Company's long-term incentive plan and/or other share-based reward plans. The Board is of the view that the shares significantly undervalue the Group and therefore believe that utilising the Company's strong balance sheet to minimise dilution arising from share options is in the best interest of all shareholders.

Kooth has entered into a non-discretionary agreement with Stifel Nicolaus Europe Limited ("Stifel") in relation to the Share Buyback and for Stifel to carry out on-market purchases, acting as riskless principal, of the Ordinary Shares and the simultaneous on-sale of such Ordinary Shares by Stifel to Kooth. Stifel will make trading decisions in relation to the Share Buyback independently of Kooth in accordance with certain pre-set parameters set out in the agreement with Stifel.

The Share Buyback will be effected under the authority granted by shareholders at the Group's 2024 Annual General Meeting to purchase a maximum of 3,651,455 Ordinary Shares.

The Share Buyback will be conducted within the parameters prescribed by the Market Abuse Regulation 596/2014 and the Commission Delegated Regulation (EU) 2016/1052 (as in force in the UK, from time to time, including, where relevant, pursuant to the UK's European Union (Withdrawal) Act 2018 and the Market Abuse (Amendment) (EU Exit) Regulations 2019). However, due to the limited liquidity in the Ordinary Shares, in order to proceed with the Share Buyback in an effective manner, the Group may exceed 25% of the average daily trading volume, being the limit laid down in Article 5(1) of UK MAR and, accordingly, the Company may not benefit from the exemption contained in that Article.

The maximum price paid per Ordinary Share will be no more than the higher of (i) an amount equal to 105 per cent. of the average middle market quotations for an Ordinary Share, as derived from the London Stock Exchange Daily Official List, for the five business days immediately preceding the day on which the Ordinary Share is purchased; and (ii) an amount equal to the higher of the price of the last independent trade and the highest current independent purchase bid for Ordinary Shares on the trading venue where the purchase is carried out. The minimum price that may be paid is £0.05 per Ordinary Share.

Any market purchases of Ordinary Shares under the Share Buyback will be announced no later than 7:30 a.m. on the business day following the day on which the purchase occurred.