Retail Offer

TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE COMPANY'S ANNOUNCEMENT RELEASED EARLIER TODAY.

Xeros Technology Group plc

Retail Offer

The Board of Xeros Technology Group plc (the "Company") is pleased to announce a retail offer via BookBuild (the "Retail Offer") of new ordinary shares of 0.1p each ("Ordinary Shares") in the capital of the Company (the "Retail Offer Shares") at an issue price of 1.5 pence per New Ordinary Share (as defined below) (the "Issue Price").

In addition to the Retail Offer, the Company is also conducting a Placing and Subscription of new ordinary shares (the "Placing Shares", the "Subscription Shares" and together with the Retail Offer Shares, the "New Ordinary Shares") at the Issue Price (the "Placing", the "Subscription" and together with the Retail Offer, the "Fundraising"). A separate announcement has been made regarding the Placing and Subscription and its terms. For the avoidance of doubt, the Retail Offer is not part of the Placing and Subscription. Full details of the Fundraising, including the background to and reasons for the Placing and Subscription and the Retail Offer is included in the separate announcement released by the Company earlier this afternoon.

The Issue Price represents a discount of approximately 18.9 per cent. to the closing share price of 1.85 pence per Existing Ordinary Share on 03 April 2024.

The Retail Offer is conditional on the passing of the Resolutions and Second Admission. Admission of the Retail Offer Shares is expected to take place at 8:00 a.m. on 26 April 2024. Completion of the Retail Offer is conditional, inter alia, upon the Resolutions being duly passed by Shareholders at the General Meeting to be held at the offices of Xeros Technology Group plc, Unit 2 Evolution, Advanced Manufacturing Park, Whittle Way, Rotherham, South Yorkshire, S60 5BL at 11:00 a.m. on 25 April 2024.

The net proceeds of the Fundraising will be used to:

• provide working capital as the Company advances commercialisation of its Core Technologies;
• provide contingency against timing of royalty income and operational cash flow break-even; and
• as appropriate, scale operations and accelerate development of other markets and applications for the Company's IP.

Expected Timetable in relation to the Retail Offer

Retail Offer

The Retail Offer will be open to eligible investors in the United Kingdom at 5:00 p.m. 04 April 2024. The Retail Offer is expected to close at 12:00 noon on 19 April 2024. Investors should note that financial intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.

Eligible retail shareholders seeking to invest in Retail Offer Shares may be eligible for relief under the Enterprise Investment Scheme ("EIS"). Further information in relation to the potential eligibility of the Retail Offer Shares under the EIS is provided below. If investors wish to seek relief under EIS, they should indicate their interest through an Intermediary as part of their participation in the Retail Offer (where such facility is available) and by also emailing the Company Finance Director, Alex Tristram, via eisvct@xerostech.com.

No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the Financial Conduct Authority (or any other authority) in relation to the Retail Offer, and investors' commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service in accordance with the, the rules for AIM companies and their nominated advisers issued by the London Stock Exchange, Financial Conduct Authority's Disclosure Guidance and Transparency Rules and the Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended).

There is a minimum subscription of £250.00 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:

EIS/VCT Schemes

The Company's LEI is 2138009F3U39GVY7DG06

UK Product Governance Requirements

EU Product Governance Requirements