Retail Offer

The Board of Kazera is pleased to announce a retail offer via BookBuild (the "Retail Offer") to raise up to £300,000 through the issue of new Ordinary shares of 0.1p each in the capital of the Company (the "Retail Offer Shares") at an issue price of 1.5p per New Ordinary Share (the "Issue Price")

As set out in the Company's announcement of 10 November 2025, in which the Company raised £1.3m through a direct subscription, the Directors of the Company want to enable existing shareholders of the Company to participate alongside the original subscribers and are doing so through the Retail Offer. Funds raised in the Retail Offer will be used to contribute to driving the next growth phase at Kazera's HMS and diamond operations, increasing capacity, enhancing efficiency, and lifting profitability.

The Issue Price represents a premium of approximately 7.1 per cent to the closing share price of 1.4p per existing Ordinary Share on 25 November 2025.

The Retail Offer is conditional on the Retail Offer Shares being admitted to trading on the AIM market operated by the London Stock Exchange ("Admission"). Admission of the Retail Offer Shares is expected to take place at 8.00am on 10 December 2025.

Each Retail Offer Share issued will, subject to shareholder approval, carry a three-for-two warrant granting the holder the opportunity to subscribe for three new Ordinary Shares for every two Retail Offer Shares held, exercisable at 2.5 pence per new Ordinary Share for a period of 12 months from Admission (as defined below) ("Retail Offer Warrants").

The Retail Offer Shares are to be issued from the authorities granted to directors to issue and allot new Ordinary Shares at the Company's previous Annual General Meeting held on 14 January 2025. Accordingly, the Retail Offer Shares are not subject to further shareholder approval.

The Retail Offer Shares will, when issued, be credited as fully paid and will rank pari passu with the existing Ordinary Shares, including the right to receive all future dividends and distributions declared, made or paid by reference to a record date falling after their issue.

The issue of the Retail Offer Warrants is subject to (i) the directors being granted new authorities to issue and allot equity securities at the upcoming Annual General Meeting of the Company and (ii) the successful admission of the Retail Offer Warrants to settlement in uncertificated form through CREST. To achieve these new authorities the Company intends to call its Annual General Meeting ("AGM") on or around the 28 January 2026. It is also anticipated that the Retail Offer Warrants will be eligible for CREST settlement by this date. A circular convening the AGM will be dispatched shortly and a further announcement will be made at that time. In the event that the relevant authorities are not granted at the upcoming AGM or that eligibility for CREST settlement is not achieved by that date then the Retail Offer Warrants will not be issued.

Expected Timetable in relation to the Retail Offer

Reasons for the Retail Offer

The Company values its retail shareholder base, which has supported the Company alongside institutional investors since IPO on 12 June 2006. 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:

The Retail Offer will be open to eligible investors in the United Kingdom at 7:00am on 26 November 2025. The Retail Offer is expected to close at 5.00pm on 3 December 2025. 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:

The maximum application amount under the Retail Offer is £300,000.00 per investor. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.

UK Product Governance Requirements

EU Product Governance Requirements