REG - capAI PLC - Board and Committee Changes

capAIAnnouncement

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RNS Number : 9345L  capAI PLC  17 December 2025

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
REGULATION 2014/596/EU, WHICH IS PART OF THE DOMESTIC LAW OF THE UNITED
KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND ("UK") PURSUANT TO THE MARKET
ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK
MAR) IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

17 December 2025

capAI plc
(the "Company" or "capAI")

Board and Committee Changes

capAI plc (LSE: CPAI) is pleased to announce that Jack Allardyce has been
appointed to the board of directors of the Company ("Board") as an Executive
Director. Jack Allardyce replaces Richard Edwards who has stepped down from
the Board as an Executive Director after providing valuable insight and
guidance to the Company over the last 14 months.

Jack Allardyce has over 20 years' experience in capital markets, corporate
finance, executive leadership and stakeholder management. He has spent a
decade as a leading UK equity research analyst with a number of investment
banks and is both an experienced plc executive and advisor.

With immediate effect, Professor Ronjon Nag will assume the role of Executive
Chairman of capAI, and the committees of the Board will be constitued as
follows:

 Committee                   Chair            Other members
 Audit & Risk Committee      Sarah Jane Davy  Jack Allardyce

Marcus Yeoman
 Disclosure Committee        Jack Allardyce   Sarah Jane Davy
 Nomination Committee        Marcus Yeoman    Jack Allardyce

Sarah Jane Davy
 Remuneration Committee      Marcus Yeoman    Sarah Jane Davy

The Company has accordingly granted options ("Options") over its ordinary
shares of £0.0001 each in the capital of the Company ("Ordinary Shares") on
the following terms, to incentivise Jack Allardyce on his appointment to the
Board.

 Grant Date        Exercise Price  Number of Ordinary Shares  Vesting Dates
 17 December 2025  £0.00315        4,000,000                  12 March 2026
 17 December 2025  £0.0001         4,166,667                  12 March 2026

Comment

Professor Ronjon Nag, Executive Chairman of capAI, said:

"We are delighted to announce the appointment of Jack, positioning capAI for
further success as we move into the next exciting phase of growth.

As capAI's platforms move into commercial deployment, this marks an
appropriate time to change the executive leadership of the Company and Jack
will join the Board with immediate effect.

The capAI Board thanks Richard for his strategic insight and leadership over
the last 14 months and we wish him well for the future."

Further information

Jack Allardyce (age: 43) holds the following current directorships: Alkyl
Energy Limited; and Deregallera Technology Ltd.  He does not currently hold
any Ordinary Shares. He was previously a director of DG Innovate plc and its
subsidiaries Deregallera Holdings Ltd, Deregallera Ltd and Leading Technology
Developments Ltd, when they were placed into creditors' voluntary liquidation
on 30 April 2025. He thereafter remained in situ to ensure an orderly handover
of all financial information required to the appointed liquidators, before
resigning as a director of each of those companies on 4 August 2025.

No further information is required to be disclosed pursuant to the UK Listing
Rules of the Financial Conduct Authority in respect of the appointment listed
above.

Section 430 (2B) Companies Act 2006 statement

For the purposes of section 430(2B) of the Companies Act 2006, the Company
confirms that Richard Edwards has not and will not receive any loss of office
payments.

Richard Edwards will be treated as a good leaver under the capAI plc Long Term
Incentive Plan. He will retain the vested portion of his Options, two thirds
of his unvested Options shall vest on an accelerated basis and the remaining
one third of his unvested Options shall lapse. Below are the details of the
treatment of his Options:

 Grant Date                          Exercise Price                                                                  Number of Ordinary Shares           Vesting Dates
 12 March 2025* ("March Option")     £0.0001                                                                         12,500,000 ("March First Tranche")  12 March 2025
                                     12,500,000 ("March Second Tranche")                                                                                 12 September 2025
                                     8,333,333 ("March Third Tranche") (out of 12,000,000, being the original total                                      Accelerated vesting to 17 December (originally 12 March 2026)
                                     for the March Third Tranche)
 29 January 2025 ("January Option")  £0.00315                                                                        16,000,000                          29 January 2025
                                     12,000,000                                                                                                          29 July 2025
                                     8,000,000 ("January Third Tranche") (out of 12,000,000, being the original                                          Accelerated vesting to 17 December (originally 29 January 2026)
                                     total for the January Third Tranche)

* Subject to the "Anti-Dilution Protection" that: in the event that the
Company's outstanding warrants, which includes both those outstanding at the
Grant Date and those issued pursuant to the fundraise announced by the Company
via a RIS on 12 March 2025, and outstanding Options granted on 28 January 2025
are exercised, the number of Ordinary Shares under the March Option shall
increase on a pro rata basis, so that the number of Ordinary Shares under
Option represent the same proportion of Company's issued Ordinary Share
capital following the exercise of any of the current outstanding warrants and
previous Options, as prior to such exercise.

4,166,667 Ordinary Shares under the March Third Tranche of the March Option
and 4,000,000 Ordinary Shares under the January Third Tranche of the January
Option shall lapse on 17 December 2025.

The terms of the March Third Tranche of the March Option are amended such at
the Anti-Dilution Protection shall not apply to this portion of the March
Option (but shall apply to the March First Tranche and March Second Tranche of
the March Option).

The Options have a two year exercise period from the date that Richard Edwards
ceases to be a director of the Company.  Richard Edwards has agreed that his
Options shall be subject to a two year holding period, during such time the
Ordinary Shares acquired pursuant to the exericse of Options are not capable
of sale without the Company's consent.

The Company's Remuneration Report for the financial year ending 30 September
2025 will include details of remuneration earned by Richard Edwards as an
executive director during the relevant period.

For the purposes of UK MAR, the person responsible for arranging release of
this announcement on behalf of capAI is Professor Ronjon Nag, Executive
Chairman.

Enquiries

Company:

capAI plc hello@capaiplc.com

Broker:

AlbR Capital Limited Tel: +44 (0) 207 469 0930

Director's Dealing Notification

 1   Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Jack Allardyce
 2   Reason for Notification
 a)  Position/status                                              Executive Director, PDMR (appointment effective 17 December 2025)
 b)  Initial notification/amendment                               Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         capAI plc
 b)  LEI                                                          213800IVPZ932NP24O44
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument  Ordinary shares
     Identification code
 b)  Nature of the transaction                                    Grant of share options
 c)  Price(s) and volume(s)                                       Price(s)                      Volume(s)
                                                                  £0.0001 per Ordinary Share    4,166,667
                                                                  £0.00315 per Ordinary Share   4,000,000
 d)  Aggregated information
     - Aggregated volume                                          8,166,667
     - Price                                                      £ 13,016.66
 e)  Date of the transaction                                      17 December 2025
 f)  Place of the transaction                                     Outside a trading venue

d)

Aggregated information

- Aggregated volume

8,166,667

- Price

£ 13,016.66

e)

Date of the transaction

17 December 2025

f)

Place of the transaction

Outside a trading venue

 

 

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