Result of REX Retail Offer, Update on Subscription

Kropz plc (AIM: KRPZ) today announces the result of its offer to its existing retail investors via REX (the "REX Retail Offer") and the results of its conditional subscription with the ARC Fund ("ARC") (the "Subscription").

Retail investors have conditionally subscribed in the REX Retail Offer for a total of 243,118 ordinary shares of 0.1 pence each in the capital of the Company ("Ordinary Shares") (the "REX Retail Offer Shares"). Consequently, ARC will subscribe for the remaining 643,629,900 ordinary shares under the Subscription in accordance with the underwriting arrangements.

The issue of the total of 643,873,018 new ordinary shares (the "New Ordinary Shares") is conditional upon the Fundraising Resolutions being duly passed at the General Meeting, Exchange Control Approval and Admission becoming effective at 8:00 a.m. on 27 September 2024 (or such later time and/or date as the Company and the subscriber(s) may agree, but in any event by no later than 8.00 a.m. on 30 November 2024).

The Fundraising in aggregate comprised 643,873,018 New Ordinary Shares raising total gross proceeds of approximately £8.9 million for the Company.

Admission and Total Voting Rights

Application will be made to London Stock Exchange plc for the New Ordinary Shares to be admitted to trading on AIM ("Admission"). Subject to the passing of the Resolutions at a general meeting of the Company, proposed to be held at 12.30 p.m. on 20 September 2024, and receipt of Exchange Control Approval, Admission of the New Ordinary Shares is expected to take place at 8.00 a.m. on 27 September 2024.

Immediately following Admission, the Company's issued share capital will be 1,567,591,241 Ordinary Shares, with each share carrying the right to one vote. The Company does not hold any Ordinary Shares in treasury. The total voting rights figure immediately following Admission, of 1,567,591,241 may be used by shareholders (and others with notification obligations) as the denominator for the calculations by which they will determine whether they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure Guidance and Transparency Rules.

Concert Parties and Impact on Shareholdings

Following Admission and issue of the Convertible Loan Note, the updated interest of ARC and Kropz International will be:

Maximum Interests in Ordinary Shares

• ZAR 200 Million Equity Facility - 219,272,938 ordinary shares (6)
• ZAR 177 Million Equity Facility - 96,378,566 ordinary shares (6)
• ZAR 550 Million Equity Facility - 586,442,455 ordinary shares (6)
• Assumes for illustrative purposes that the Convertible Loan Note is converted into equity:
• £35.1 million Convertible Loan Note - 2,403,549,091 ordinary shares
• ARC and Kropz International are deemed to be acting in concert as defined in the Code.
• Kropz International and ARC have entered into an arrangement pursuant to which Kropz International has granted to ARC a call option over 25,793,909 of its Ordinary Shares. The call option over Kropz International's Ordinary Shares can be exercised by ARC if the value of ARC's shareholding on the third anniversary of Admission is 20 per cent. lower than its value on IPO on 30 November 2018. The call option has an alternative settlement of cash or assets, if the transfer of the Ordinary Shares would require the transferee to make a Rule 9 offer for the Company pursuant to the City Code.
• Mike Nunn, a director of Kropz, holds his beneficial interest in Kropz through Kropz International.
• Exchange rates used are fixed at:
• ZAR 200 Million Equity Facility - GBP 1 = ZAR 20.24
• ZAR 177 Million Equity Facility - GBP 1 = ZAR 19.84
• ZAR 550 Million Equity Facility - GBP 1 = ZAR 20.48

This announcement should be read in conjunction with the Important Notices below.