DUKEMOUNT CAPITAL PLC

Pre-Annual General Meeting Information • Mar 7, 2025

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

Ifyou arein any doubt about the action you should take, you are recommended to seek your own independent financial advice from your stockbroker, solicitor, accountant, bank manager or other independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom or, if not, from another appropriately authorised financial adviser.

If you have sold or otherwise transferred all of your ordinary shares in capAI plc, please send this Document, together with the accompanying form of proxy ("Form of Proxy"), as soon as possible, to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee.

The distribution of this Document in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this Document comes should inform themselves about and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This Document does not constitute any offer to issue or sell or a solicitation of any offer to subscribe for or buy shares in the Company.

capAI Plc

(Incorporated and registered in England and Wales with registered number 07611240)

Notice of Annual General Meeting

at 10 a.m. on 31 March 2025

Notice of the annual general meeting of the Company ("Annual General Meeting") to be held at 10 a.m. on 31 March 2025 at the offices of Peterhouse Capital, Floor 3, 80 Cheapside, London, EC2V 6EE, United Kingdom is set out at the end of this document.

All voting on the resolutions (each a "Resolution", together the "Resolutions") at the Annual General Meeting will be conducted on a poll, which means that you should submit your Form of Proxy as soon as possible. There will be a limited opportunity to submit a separate poll card in a short interval after the Annual General Meeting formally concludes. To be valid, the Form of Proxy accompanying this document must be completed and returned, in accordance with the instructions printed on it, so as to be received by the Company's registrars ("Registrar"), Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS13 8AE as soon as possible, but in any event not later than 10 a.m. on 27 March 2025.

Contents

	Page
Key times and dates	2
Definitions	3
Letter from the Chairman	4
Notice of Annual General Meeting	8
Shareholder Notes	10

Key times and dates

Dispatch of this Document	7 March 2025
Latest time and date for receipt of Form of Proxy	10 a.m. on 27 March 2025
Annual General Meeting	10 a.m. on 31 March 2025

Definitions

In this document the words and expressions listed below have the meanings set out opposite them, except where the context otherwise requires:

"Act"	the Companies Act 2006, as amended from time to time
"Annual General Meeting"	the Annual General Meeting of the Company to be held as a meeting at 10 a.m. on 31 March 2025, or any reconvened meeting following any adjournment thereof, notice of which is set out in the Notice of Annual General Meeting
"Articles"	the articles of association of the Company in force at the date of this Notice
"Board" or "Directors"	the Board of Directors of the Company
"Chairman"	the Chairman of the Company
"Circular" or "Document"	this document
"Company"	capAI Plc
"CREST"	the relevant system as defined in the CREST Regulations in respect of which Euroclear is the operator (as defined in the CREST Regulations) in accordance with which securities may be held in uncertificated form
"Disclosure Guidance and Transparency Rules"	the disclosure guidance and transparency rules as set out in the FCA's handbook of rules and guidance, as amended
"Euroclear"	Euroclear UK & International Limited
"Form of Proxy"	the form of proxy for use in connection with the Annual General Meeting, which is enclosed with this Document
"Notice of Annual General Meeting"	means the notice convening the Annual General Meeting, which is enclosed with this Document
"Ordinary Shares"	ordinary shares of nominal value £0.00001 each in the capital of the Company
"Register of Members"	the register of members of the Company
"Resolutions"	the resolutions set out in the notice of Annual General Meeting contained within the Circular;
"Shareholder"	a registered holder of Ordinary Shares
"UK" or "United Kingdom"	the United Kingdom of Great Britain and Northern Ireland

Letter from the Chairman

capAI Plc

(Incorporated and registered in England and Wales with registered number 07611240)

7 March 2025

Dear Shareholder

Notice of Annual General Meeting

Iam writing to invite youtothe Annual General Meetingof the Company to be held on 31 March 2025 at 10 a.m. at the offices of Peterhouse Capital Ltd, Floor 3, 80 Cheapside, London, EC2V 6EE.

1. Annual General Meeting

In the usual way we ask and encourage Shareholders to vote for the Annual General Meeting resolutions by appointing the Chairman as a Shareholder's proxy. Accordingly, Shareholders are encouraged to complete the Form of Proxy accompanying this Document which must be completed and returned, in accordance with the instructions printed on it, so as to be received by the Registrar, Computershare Investor Services Plc, The Pavilions, Bridgwater Road, Bristol, BS13 8AE, United Kingdom as soon as possible, but in any event not later than 10 a.m. on 27 March 2025.

The meeting takes place at 10 a.m. on 31 March 2025.

The Chairman will then formally put the Resolutions to the meeting and advise of the proxy votes received in advance. The meeting will then formally close.

The results of the Annual General Meeting will be announced by Regulatory News Service and posted to the Company's websitehttps://capaiplc.com/news on the day of the Annual General Meeting. The business of the Annual General Meeting includes resolutions that public companies regularly bring to shareholders.

2. Resolutions

The notes below give an explanation of the proposed Resolutions. Resolutions 1 to 8 are proposed as ordinary resolutions. This means for each of those Resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolution 9 is proposed as a special resolution. This means that for this resolution to be passed, at least three quarters of the votes cast must be in favour of the resolution.

Resolution 1 – Reports and Accounts

The Board will present their report and the annual accounts and shareholders may raise any questions on the report and accounts. The annual accounts may be accessed on the Company's website at https://capaiplc.com/results-and-reports.

Resolution 2 - Approval of the 2024 Directors' Remuneration Report

In accordance with section 439 of the Companies Act 2006, shareholders are requested to approve the directors' remuneration report (other than the directors' remuneration policy set out on page 13) which can be found on pages 12 to 14 of the annual report and accounts for the financial year ended 30 September 2024. The vote is advisory only and does not affect the actual remuneration paid to an individual director.

Resolution 3 - Approval of the 2024 Directors' Remuneration Policy

Under section 439A of the Companies Act 2006, the directors' remuneration policy is required to be put to shareholders for approval, and the vote is binding. The last authority granted was at the Company's Annual General Meeting held on 21 April 2021. Accordingly, shareholders are asked to approve the directors' remuneration policy set out on page 13 of the directors' remuneration report for the financial year ended 30 September 2024. Once approved by the shareholders, the policy is intended to be valid for a period of three years from 1 October 2024. Once in effect, the Company will not be able to make a remuneration payment to a current or prospective director or a payment for loss of office to a current or past director, unless that payment is consistent with the policy or has otherwise been approved by a resolution of the shareholders of the Company.

Resolution 4 - The Re-appointment of Mr Richard Edwards

The Company's Articles of Association require that at each annual general meeting, directors (i) who have been appointed by the Board since the previous annual general meeting, or (ii) for whom this is the third annual general meeting following the annual general meeting at which he was elected or last re-elected shall retire from office. The retiring director shall be eligible for reelection.

Mr Edwards has been appointed by the Board since the previous annual general meeting and therefore retires and offers himself for reappointment.

Richard is an entrepreneur and professional investor with many years of experience in investing in small-cap companies across a wide range of sectors including tech, mining, oil and gas, healthcare and green technology.

Richard is also the Senior Partner at a boutique firm of Chartered Accountants specialising in tax advisory, compliance and accounting services for private clients.

He is a Chartered Accountant, Chartered Tax Adviser and Certified Accountant.

The Board recommends the re-election of Mr Edwards.

Resolution 5 - The Re-appointment of Ms Sarah Davy

The Company's Articles of Association require that at each annual general meeting, directors (i) who have been appointed by the Board since the previous annual general meeting, or (ii) for whom this is the third annual general meeting following the annual general meeting at which he was elected or last re-elected shall retire from office. The retiring director shall be eligible for reelection.

Ms Davy has been appointed by the Board since the previous annual general meeting and therefore retires and offers herself for reappointment.

Sarah is a highly experienced accounting and tax professional with a strong background in strategy and significant experience in dealing with complex, high-value and international transactions.

Sarah works alongside Richard as a Partner at a boutique firm of Chartered Accountants.

The Board recommends the re-election of Ms Davy.

Resolution 6 - The Re-appointment of Mr Marcus Yeoman

The Company's Articles of Association require that at each annual general meeting, directors (i) who have been appointed by the Board since the previous annual general meeting, or (ii) for whom this is the third annual general meeting following the annual general meeting at which he was elected or last re-elected shall retire from office. The retiring director shall be eligible for reelection.

Mr Yeoman has been appointed by the Board since the previous annual general meeting and therefore retires and offers himself for reappointment.

Marcus Yeoman is Chairman of Medcaw Investments PLC and was senior Non-executive Director of reach4entertainment plc and a number of other quoted companies over the last 20 years. He is also a Non-executive Director of a number of private companies which have engaged him principally to assist them with their growth strategies. His early career started with the formation of three companies in IT infrastructure and distribution, after which he moved into small company broking and corporate work with Rathbone Stockbrokers Limited and Cheviot Capital (Nominees) Limited. In 2003, Marcus established Springtime Consultants Ltd to act as a consultant to a number of listed companies and SME ventures with ambitious business plans in a variety of high growth sectors.

The Board recommends the re-election of Mr Yeoman.

Resolution 7- Appointment of an Auditor and fixing of Auditors' remuneration

At each Annual General Meeting at which the accounts are laid before the members, the Company is required to appoint an auditor ("Auditor") to serve until the next such meeting. It is proposed that Royce Peeling Green Limited be appointed as the Auditor. This resolution also authorises the Directors to agree the Auditors' remuneration.

Resolution 8 – Directors' Authority to Allot Shares

Resolution 8 grants the Directors general authority to allot ordinary shares in the capital of the Company or to grant rights to subscribe for, or to convert any security into, such shares in the Company up to an aggregate nominal amount of £31,700, representing approximately 150 per cent of the Company's current issued ordinary share capital.

Resolution 9 – Disapplication of Pre-emption Rights

Section 561(1) of the Companies Act 2006 requires that on an allotment of new shares for cash, such shares must first be offered to existing shareholders in proportion to the number of shares that they each hold at that time. The directors believe that there may be circumstances when it is in the best interests of the Company to allot new ordinary shares either on an entirely nonpreemptive basis or in a way that departs from the statutory requirements set out in the Companies Act 2006.

Accordingly, Resolution 9 grants the directors general authority to allot equity securities and to sell treasury shares for cash (a) in connection with a rights issue (as defined in article 7.6.1 of the Company's Articles of Association); and (b) otherwise than in connection with a rights issue, up to an aggregate nominal amount equal to £31,700 representing approximately 150 per cent. of the Company's current issued ordinary share capital, as if section 561 of the Companies Act 2006 did not apply to any such allotment.

3. Basis of Voting

.

In accordance with the Articles, all Shareholders entitled to vote and be present by proxy at the Annual General Meeting have one vote in respect of every Ordinary Share held.

In this way all proxy votes will count towards the voting.

4. Action To Be Taken

Shareholders will find enclosed a Form of Proxy for use in connection with the Annual General Meeting. Whether or not Shareholders propose to attend the Annual General Meeting, they are requested to complete, sign and return the Form of Proxy as soon as possible, in accordance with the instructions printed on it.

To be valid, the enclosed Form of Proxy must be lodged with the Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE as soon as possible and, in any event, so as to arrive by no later than 10 a.m. on 27 March 2025.

If you are in any doubt as to what action you should take, you are recommended to seek your own personal financial advice from your broker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser, immediately.

5. Recommendation

The Directors consider the passing of the Resolutions to be in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolutions.

Yours faithfully

Richard Edwards Chairman

capAI Plc

(Incorporated and registered in England and Wales with registered number 07611240)

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that an Annual General Meeting of capAI Plc (the "Company") will be held at 10 a.m. on 31 March 2025 to consider and, if thought fit, pass the following Resolutions. Resolutions 1 - 8 are Ordinary Resolutions and Resolution 9 is a Special Resolution.

Ordinary Resolutions

• 1. To receive and adopt the Company's annual accounts for the financial year ended 30 September 2024 together with the directors' reports and auditor's report on those accounts.
• 1. To approve the directors' remuneration report (excluding the directors' remuneration policy set out on page 13 of the directors' remuneration report), the full text of which is set out on pages 12-14 of the Company's annual accounts for the financial year ended 30 September 2024.
• 1. To approve the directors' remuneration policy, the full text of which is set out on page 13 of the directors' remuneration report for the financial year ended 30 September 2024.
• 1. To re-elect Mr. Richard Edwards as a Director, who retires and offers himself for re-election.
• 1. To re-elect Ms. Sarah Davy as a Director, who retires and offers herself for re-election.
• 1. To re-elect Mr. Marcus Yeoman as a Director, who retires and offers himself for re-election.
• 1. To appoint Royce Peeling Green Limited as Auditor from the conclusion of the meeting until the conclusion of the next Annual General Meeting before which accounts are laid and to authorise the directors to fix the Auditor's remuneration.
• 1. THAT, the authority and power conferred upon the directors to allot shares in the Company or to grant rights to subscribe for, or to convert any security into, shares in the Company in accordance with Article 7.3 of the Company's Articles of Association shall apply until (unless previously renewed, varied or revoked by the Company in general meeting) the earlier of the date falling 15 months from the date of the passing of this Resolution or the conclusion of the Company's next annual general meeting and for that period the Section 551 Amount (as defined in Article 7.6.3) shall be up to an aggregate nominal amount of £31,700 (approximately 150 per cent of the Company's current issued ordinary share capital), provided that the Company may, before the expiry of such period, make an offer or agreement which would or might require such relevant or equity securities to be allotted after the expiry of such period and the directors may allot relevant or equity securities pursuant to such an offer or agreement as if the authority conferred by this Resolution had not expired.

All previous authorities conferred upon the directors to allot shares in the Company or to grant rights to subscribe for, or to convert any security into, shares in the Company are revoked subject to any allotment, offer or agreement which would or might require equity securities or other securities to be allotted after the expiry of such period already made pursuant thereto.

Special Resolution

1. THAT, subject to the passing of Resolution 8, the directors be and are conferred the authority and power to allot equity securities wholly for cash in accordance with Article 7.4 of the Company's Articles of Association:

in connection with a rights issue (as defined in Article 7.6.1); and

otherwise, then in connection with a rights issue, up to an aggregate nominal amount equal to the Section 561 Amount (as defined in Article 7.6.4), being £31,700 (approximately 150 per cent of the Company's current issued ordinary share capital), provided that the Company may, before the expiry of such period, make an offer or agreement which would or might require such relevant or equity securities to be allotted after the expiry of such period and the directors may allot relevant or equity securities pursuant to such an offer or agreement as if the authority conferred by this Resolution had not expired.

The authority granted by this Resolution 9 shall apply until (unless previously renewed, varied or revoked by the Company in general meeting) the earlier of the date falling 15 months from the date of the passing of this Resolution or the conclusion of the Company's next annual general meeting.

By order of the Board

Richard Edwards

Director

7 March 2025

Registered Office:

9 Innovation Place Douglas Drive Godalming Surrey GU7 1JX

Shareholder Notes

• 1. As a Shareholder you are entitled to appoint a proxy or proxies to exercise all or any of your rights to attend, speak and vote at the Annual General Meeting. A proxy need not be a member of the Company but must attend the Annual General Meeting to represent you. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You can only appoint a proxy using the procedure set out in these notes and the notes to the proxy form.
• 1. A proxy must vote in accordance with any instructions given by the Shareholder by whom the proxy is appointed. A proxy has one vote on a show of hands in all cases (including where one shareholder has appointed multiple proxies) except where he is appointed by multiple shareholders who instruct him to vote in different ways, in which case he has one vote for and one vote against the resolution.
• 1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual (www.euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
• 1. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & International Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Registrar (ID 3RA50) no later than 48 hours (excluding non-working days) before the time of the meeting or any adjournment. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the Registrar is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
• 1. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & International Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
• 1. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 1. The return of a completed proxy form or other instrument of proxy will not prevent you attending the Annual General Meeting and voting if you wish.
• 1. To have the right to speak and vote and the Annual General Meeting (and also for the purposes of calculating how many votes a member may cast on a poll) shareholders must be registered in the Register of Members of the Company no later than close of business on the day which is twodays (excluding non-working days) before the day of the Annual General Meeting or any adjourned meeting. Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
• 1. If the Annual General Meeting is adjourned to a time not more than 48 hours after the record date applicable to the original Annual General Meeting, that time will also apply for the purpose of determining the entitlement of shareholders to attend and vote (and for the purposes of

determining the number of votes they may cast) at the adjourned Annual General Meeting. If, however, the Annual General Meeting is adjourned for a longer period then, to be so entitled, shareholders must be entered on the Company's register of members ("Register of Members") at the time which is 48 hours before the time fixed for the adjourned Annual General Meeting or, if the Company gives new notice of the adjourned Annual General Meeting, at the record date specified in that notice.

• 1. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with Section 146 of the Companies Act 2006 (nominated persons). Nominated persons may have a right under an agreement with the registered shareholder who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights. Nominated persons should contact the registered member by whom they were nominated in respect of these arrangements.
• 1. Corporate representatives are entitled to attend and vote on behalf of the corporate member in accordance with Section 323 of the Companies Act 2006. Pursuant to the Companies (Shareholders' Rights) Regulations 2009 (SI 2009/1632), multiple corporate representatives appointed by the same corporate shareholder can vote in different ways provided they are voting in respect of different shares.
• 1. Any person holding 3% or more of the total voting rights of the Company who appoints a person other than the Chair of the meeting as his proxy will need to ensure that both he and his proxy comply with their respective disclosure obligations under the Disclosure Guidance and Transparency Rules.
• 1. A quorum consisting of three or more shareholders present in person or by proxy is required for the Annual General Meeting. If, within half an hour after the time appointed for the Annual General Meeting, a quorum is not present the Annual General Meeting shall be adjourned for seven days at the same time and place or to such other day and at such other time and place as the Board may determine and no notice of adjournment need be given at any such adjourned meeting. Those shareholders present in person or by proxy shall constitute the quorum at any such adjourned meeting.
• 1. As at 5 March 2025, (being the last business day prior to the publication of this notice) the Company's issued share capital consisted of 2,113,316,623 Ordinary Shares carrying one vote each. Therefore, the total voting rights in the Company as at 5 March 2025 were 2,113,316,623 votes.
• 1. Further information regarding the meeting which the Company is required by Section 311A of the Companies Act 2006 to publish on a website in advance of the meeting (including this Notice), can be accessed at https://capaiplc.com/circulars-and-documents.