Result of GM, Issue of Options

Result of GM

Issue of Options

Mindflair plc (AIM: MFAI), the company investing in next generation technology focused on AI, announces that at the General Meeting of the Company held earlier today, all resolutions were duly passed.

As part of the resolutions put to shareholders, the Company sought shareholder approval for a new Share Option Scheme which was announced on 22 January 2025 and the issue of options under that scheme, which was duly passed. Following shareholder approval, the Company has granted 41,500,000 options, in aggregate, with an exercise price equal to nominal value of the Company's ordinary shares, over new ordinary shares in the Company ("Ordinary Shares"), which represent 7.8% of the Company's current issued share capital. The recipients and details of the Scheme are set out below:

Nicholas Lee, a Director of the Company, has been granted 28,000,000 options over new Ordinary Shares. These options vest as follows:

• 9,333,333 options have vested following shareholder approval;
• 9,333,333 options vest upon the Company's share price increasing to 2.5 pence per Ordinary Share, measured over a consecutive 5-day period; and
• the remaining options vest upon the Company's share price increasing to 4.0 pence per Ordinary Share, measured over a consecutive 5-day period.

David Palumbo, Non-Executive Director, and Robert Porter, an employee of the Company, have been granted 8,500,000 and 5,000,000 options, respectively. These options vest in three equal tranches subject to time-based milestones:

• one third of the options granted have vested following shareholder approval ("First Tranche");
• one third of the options granted shall vest on 22 January 2026; and
• one third of the options granted shall vest on 22 January 2027.

The current grant of options under the Scheme amounts to 7.8% of the Company's current issued share capital, although the Scheme will permit the issuance of up to 15% of the Company's issued share capital under option in the future, as enlarged from time to time, if required.

Capitalised terms used in this announcement, unless otherwise defined, shall have the meanings given to them in the announcement on 22 January 2025.

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014