DUKEMOUNT CAPITAL PLC

Pre-Annual General Meeting Information • May 23, 2025

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in 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 ("FSMA") if you are in the United Kingdom of Great Britain and Northern Ireland ("UK" or "United Kingdom") or, if not, from another appropriately authorised financial adviser.

If you have recently sold or otherwise transferred your ordinary shares of nominal value £0.00001 each ("Ordinary Shares") in the capital of capAI plc ("capAI" or the "Company"), 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 registered office of the Company is 9 Innovation Place, Douglas Drive, Godalming, Surrey GU7 1JX, United Kingdom ("Registered Office").

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 Ordinary Shares or any other securities of the Company.

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

Proposed Related Party Transaction and Substantial Property Transaction and Notice of General Meeting

Notice of the general meeting of the Company ("General Meeting") to be held at 4.00 p.m. on 28 May 2025 at the offices of Orrick, Herrington & Sutcliffe (UK) LLP, 9 th Floor, 107 Cheapside, London EC2V 6DN, United Kingdom is set out at the end of this document.

All voting on the resolutions (each, a "Resolution", and together, the "Resolutions") at the 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 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 registrar ("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 4.00 p.m. on 23 May 2025.

This document should be read in conjunction with the accompanying Form of Proxy and the definitions set out in this document. The whole of this document should be read and, in particular, your attention is drawn to the letter from the Independent Non-Executive Director on pages 6 to 11 of this document.

No person has been authorised to give any information or make any representation other than those contained in this document and, if given or made, such information or representation must not be relied on as having been so authorised. The delivery of this document shall not, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this document or that the information in it is correct as at any subsequent time.

Expected Timetable of Principal Events 3
Definitions 4
Letter from the Independent Non-Executive Director6
Notice of General Meeting 12
Shareholder Notes13
Appendix Stock Loan Agreement15

Expected Timetable of Principal Events

Dispatch of this document	2 May 2025
Latest time and date for receipt of Form of Proxy	4.00 p.m. on 23 May 2025
General Meeting	4.00 p.m. on 28 May 2025
Proposed entry by the Company into the Stock Loan Agreement	Subject to and following the passing of Resolution 1 on 28 May 2025
Warrant Exercise Effective Date and borrowing by the Company of the Borrowed Shares	Subject to and following the passing of Resolution 1 on 28 May 2025
Delivery of the Warrant Shares	30 May 2025
Allotment and issue of the Equivalent Shares	4 June 2025
Admission of the Equivalent Shares	On or around 8.00 a.m. on 9 June 2025

Each of the times and dates set out above and mentioned elsewhere in this document may be subject to change at the absolute discretion of the Company. All times referred to in this document are, unless otherwise stated, references to London, UK.

Any changes to the expected timetable of principal events will be notified by the Company through a regulatory information service (a "RIS").

Definitions

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

"Admission"	admission of 400,000,000 Equivalent Shares to an ES(T)C Listing and to trading on the Main Market;
"Board"	the board of Directors;
"Borrowed Shares"	400,000,000 Ordinary Shares to be transferred by Richard Andrew Edwards to the Company pursuant to the Stock Loan Agreement;
"Business Day"	any day on which the London Stock Exchange is open for business and banks are open for business in London, UK, excluding Saturdays and Sundays;
"Chair"	the chair of the General Meeting;
"Companies Act 2006"	the UK Companies Act 2006;
"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;
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001/3755) (including as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018);
"Directors"	the statutory directors of the Company;
"Disclosure Guidance and Transparency Rules" or "DTRs"	the disclosure guidance and transparency rules of the Financial Conduct Authority in the United Kingdom made in accordance with section 73A of FSMA;
"document"	this document;
"Equivalent Shares"	Ordinary Shares of an identical type, class, nominal value, description and amount to the Borrowed Shares issued and allotted by the Company to Richard Andrew Edwards pursuant to the Stock Loan Agreement, and such term shall include the certificates and other documents of, or evidencing, title and transfer in respect of the foregoing (as appropriate);
"ES(T)C Listing"	a listing on the equity shares (transition) category of the Official List under Chapter 22 of the UKLRs;
"Euroclear"	Euroclear UK & International Limited;
"Form of Proxy"	the form of proxy for use in connection with the General Meeting, which is enclosed with this document;
"FCA"	the UK Financial Conduct Authority;
"FSMA"	the UK Financial Services and Markets Act 2000;
"General Meeting"	the General Meeting of the Company to be held as a meeting at 4.00 p.m. on 28 May 2025, or any reconvened meeting following any adjournment thereof, notice of which is set out in the Notice of General

	Meeting;
"Independent Directors"	the Directors other than Mr. Edwards;
"Independent Non Executive Director"	Marcus Yeoman, being the Director deemed by the Board as being independent for the purposes of the UK Corporate Governance Code (2024 version) as published by the UK Financial Reporting Council;
"Latest Practicable Date"	1 May 2025 (being the latest practicable date before the publication of this document).
"Main Market"	the main market for listed securities of London Stock Exchange plc;
"Notice of General Meeting"	means the notice convening the General Meeting, which is enclosed with this document;
"Official List"	the official list maintained by the FCA pursuant to Part VI of FSMA;
"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;
"Registered Office"	registered office of the Company from time to time, being, as at the date of this document, at 9 Innovation Place, Douglas Drive, Godalming, Surrey GU7 1JX, United Kingdom.
"Registrar"	Computershare Investor Services plc, the registrar of the Company;
"Resolutions"	the resolutions set out in the notice of General Meeting contained within this document;
"RIS"	a regulatory information service that is on the list of regulatory information services maintained by the FCA;
"Shareholder"	a registered holder of Ordinary Shares;
"Stock Loan Agreement"	the English law governed stock loan agreement (cast as a deed) to be entered into between the Company and Richard Andrew Edwards, a copy of which is appended to this document;
"UK" or "United Kingdom"	the United Kingdom of Great Britain and Northern Ireland;
"UK IFRS"	UK-adopted International Financial Reporting Standards;
"UKLRs"	the UK listing rules made by the FCA under section 73A of FSMA;
"Warrant Exercise"	the exercise of 400,000,000 Warrants requiring the Company to deliver 400,000,000 Warrant Shares;
"Warrant Exercise Effective Date"	the date on which Resolution 1 is passed at the General Meeting;
"Warrant Shares"	400,000,000 Ordinary Shares to be delivered as a result of the Warrant Exercise; and
"Warrants"	warrants over Ordinary Shares.

All references to legislation or regulation in this document are to the legislation of England & Wales unless the contrary is indicated. Any reference to any provision of any legislation or regulation in this document shall include any amendment, modification, supplement, re-enactment, or extension thereof.

Letter from the Independent Non-Executive Director

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

Richard Andrew Edwards Professor Ronjon Nag Sarah Jane Davy Marcus Yeoman

Executive Chairman Executive Director Non-Executive Director Independent Non-Executive Director

Directors: Registered Office:

9 Innovation Place Douglas Drive Godalming Surrey GU7 1JX United Kingdom

2 May 2025

Dear Shareholder,

Proposed Related Party Transaction and Substantial Property Transaction and Notice of General Meeting

I am writing in my capacity as Independent Non-Executive Director to invite you to the General Meeting of the Company to be held at 4.00 p.m. on 28 May 2025 at the offices of Orrick, Herrington & Sutcliffe (UK) LLP at 9th Floor, 107 Cheapside, London EC2V 6DN, United Kingdom.

1. Introduction

Exercise of Warrants and Stock Loan Agreement

The Company has received notices from certain investors in the Company in the respect of the conditional exercise of 400,000,000 outstanding warrants over Ordinary Shares (the "Warrants"), requiring the Company to deliver 400,000,000 Ordinary Shares in aggregate (the "Warrant Shares") to the relevant holders of Warrants (the "Warrant Exercise").

The Warrants have an exercise price of £0.000375 and therefore the Warrant Exercise will raise gross proceeds of £150,000 in aggregate for the Company.

For the Company to facilitate the timely delivery of the Warrant Shares to the relevant holders of Warrants in connection with the Warrant Exercise, the Company proposes to enter into an English law governed stock loan agreement (cast as a deed) with Richard Andrew Edwards, a Director designated as Executive Chairman (the "Stock Loan Agreement").

The Company and the holders of the Warrants have agreed that the Warrant Exercise will be conditional on and will take effect on the passing of Resolution 1 at the General Meeting and the Company's entry into the Stock Loan Agreement (the "Warrant Exercise Effective Date").

Pursuant to the Stock Loan Agreement:

• Mr. Edwards will, at the request of the Company, make available for transfer to the Company 400,000,000 Ordinary Shares held by Mr. Edwards which are required by the Company to settle the Warrant Exercise and deliver the Warrant Shares to the relevant holders of Warrants;
• following the transfer by Mr. Edwards of Ordinary Shares to the Company pursuant to the Stock Loan Agreement (the "Borrowed Shares"), the Company will issue and allot new Ordinary Shares to Mr. Edwards of an equivalent number to the Borrowed Shares (the

"Equivalent Shares"); and

• any loan of Borrowed Shares shall involve no cash consideration being paid by the Company to Mr. Edwards, and nor will any interest be payable under the Stock Loan Agreement.

The proposed Stock Loan Agreement constitutes a 'substantial property transaction' under section 190 of the UK Companies Act 2006 (the "Companies Act 2006"), which requires approval by the registered holders of Ordinary Shares (the "Shareholders"), which the Company will seek under Resolution 1 at the General Meeting.

The Company intends to enter into the Stock Loan Agreement with Mr. Edwards on the date of the General Meeting provided that the Shareholders approve the Stock Loan Agreement as a 'substantial property transaction' under section 190 of the Companies Act 2006 by passing Resolution 1.

Pursuant to the Stock Loan Agreement, the Company shall irrevocably undertake to make a request for the transfer of Borrowed Shares on the Warrant Exercise Effective Date, provided that Resolution 1 is duly passed at the General Meeting. It is expected that the Warrant Shares will be delivered to the holders of the Warrants within two Business Days of the Warrant Exercise Effective Date.

The Company will issue and allot 400,000,000 Equivalent Shares to Mr. Edwards within three Business Days of the delivery of the Warrant Shares to the relevant holders of Warrants. It is proposed that the Equivalent Shares will be issued and allotted to Mr. Edwards under an exemption from the requirement to issue a prospectus, and that the delivery of the Warrant Shares to the holders of the Warrants being exercised is being undertaken solely to ensure the maintenance of market stability in the stock.

For the avoidance of doubt, as the Company will be obliged to redeliver Equivalent Shares to Mr. Edwards and the loan of the Borrowed Shares cannot be cash settled and shall not attract and accrued any interest, the Company is not subject to any economic risk on the Borrowed Shares.

Following the issue and allotment of the Equivalent Shares, the Company will make an application for 400,000,000 Equivalent Shares to be admitted to a listing on the equity shares (transition) category of the official list maintained by the UK Financial Conduct Authority ("FCA") pursuant to Part VI of FSMA ("Official List") under Chapter 22 of the UK listing rules made by the FCA under section 73A of FSMA (an "ES(T)C Listing") ("UKLRs") and to trading on the main market for listed securities of London Stock Exchange plc (the "Main Market") ("Admission"). The Company expects that Admission will become effective at 8.00 a.m. on 9 June 2025.

The proposed Stock Loan Agreement is included as an appendix to this document.

Serious loss of capital

Under the Companies Act 2006, a 'serious loss of capital' occurs once the value of a company's net assets is less than half of its called-up share capital. In such circumstances, the directors of a company are required, pursuant to section 656(1) of the Companies Act 2006, to call a general meeting to consider whether any, and if so what, steps should be taken to deal with the situation. Accordingly, in addition to the approval of the Stock Loan Agreement, the Board is also calling the General Meeting to ensure that this matter is addressed and discussed with the Shareholders as required by the Companies Act 2006.

Although the Directors are addressing this matter as part of the General Meeting, Shareholders should note that this is not specifically related to the Company's current business and is not a new issue which has arisen since the publication of the annual financial statements for the year ended 30 September 2024.

The Directors have reviewed the historical financial information of the Company and note that the situation giving rise to a 'serious loss of capital' primarily manifested from previous business activities undertaken by the Company before any of the current Directors were appointed.

The current Directors have been unable to ascertain whether a general meeting was previously

held by the Company by the-then directors to address a 'serious loss of capital' as required by the Companies Act 2006. Therefore, the Directors are addressing this as part of the General Meeting.

The Directors consider that, as shown in the recent RIS announcement on 14 April 2025 (RNS Number: 8619E), the strategy change to henceforth solely focus on the Artificial Intelligence space, and the appointment of Professor Ronjon Nag to the Board to oversee this, should assist in alleviating the loss of capital. Furthermore, the Directors also consider that the 'serious loss of capital' does not in itself have any specific bearing on the Company's financial position or current performance, and therefore they remain positive about the Company's future.

The Board welcomes dialogue with Shareholders on this matter and the General Meeting will provide a forum for such discussions to take place. Shareholders should note that they will not be asked to vote on this agenda item at the General Meeting, which is for discussion only.

2. General Meeting

In the usual way the Directors ask and encourage Shareholders to vote for the Resolutions by appointing me, as Independent Non-Executive Director, as chair of the General Meeting (the "Chair") 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 4.00 p.m. on 23 May 2025.

The General Meeting shall take place at 4.00 p.m. on 28 May 2025.

The Chair will then formally put the Resolutions to the General Meeting and advise of the proxy votes received in advance.

Following the Chair putting the Resolutions to the General Meeting, the Chair will invite the General Meeting to discuss the serious loss of capital within the Company and whether any, and if so what, steps should be taken to address the serious loss of capital. Following this discussion, the General Meeting will then formally close.

The results of the General Meeting will be announced via a RIS and posted to the Company's website https://capai.group/ on the day of the General Meeting.

3. Substantial Property Transaction

The Company's entry into the Stock Loan Agreement with Mr. Edwards constitutes a 'substantial property transaction' under section 190 of the Companies Act 2006, as the Borrowed Shares which Mr. Edwards will make available to the Company under the Stock Loan Agreement have a value of approximately £1,740,000 in aggregate (based on the closing price for the Ordinary Shares on 29 April 2025).

Accordingly, under section 190 of the Companies Act 2006, the Company's entry into the Stock Loan Agreement requires the approval of the Shareholders. This will be achieved by the passing of Resolution 1 in the Notice of General Meeting, set out at the end of this document and as summarised below.

Mr. Edwards has voluntarily agreed not to vote on Resolution 1 and has undertaken to take all reasonable steps to ensure that his close family and associates who hold Ordinary Shares do not vote on Resolution 1.

4. Related Party Transaction

The Board consider that the Company's entry into the Stock Loan Agreement with Mr. Edwards is a material related party transaction for the purposes of rule 7.3 of the disclosure guidance and transparency rules of the FCA made in accordance with section 73A of FSMA (the "Disclosure Guidance and Transparency Rules" or "DTRs").

Mr. Edwards is, and has been since 16 October 2024, a Director designated as Executive Chairman. As at 1 May 2025 (being the latest practicable date before the publication of this document ("Latest Practicable Date")), Mr. Edwards personally holds 454,000,000 Ordinary Shares and his close family and associates hold 301,793,650 Ordinary Shares, therefore Mr. Edwards and his close family and associates hold 755,793,650 Ordinary Shares in aggregate, representing approximately 23.39% of the issued share capital of the Company. In addition, Mr. Edwards and his close family and associates hold 462,500,000 warrants over Ordinary Shares in aggregate.

Pursuant to the Stock Loan Agreement, Mr. Edwards will make available to the Company 400,000,000 Borrowed Shares, which have a value of approximately £1,740,000 in aggregate (based on the closing price for the Ordinary Shares on 29 April 2025). If Mr. Edwards transfers any Borrowed Shares to the Company under the Stock Loan Agreement, the Company will issue and allot Equivalent Shares to Mr. Edwards of an equivalent number to the Borrowed Shares to facilitate the redelivery of the Equivalent Shares by the Company to Mr. Edwards.

The Company confirms that Directors other than Mr. Edwards (the "Independent Directors"), having exercised reasonable care, skill and diligence, considered the material related party transaction in respect of the Stock Loan Agreement to be fair and reasonable from the perspective of the Company and the Shareholders who are not a related party (as such term is defined in UKadopted International Financial Reporting Standards ("UK IFRS")).

5. Business of the General Meeting

The notes below explain the proposed business of the General Meeting, being the Resolutions and the discussion regarding the significant loss of capital within the Company.

With regards to the Resolutions, Resolution 1 is proposed as an ordinary resolution. This means that if Resolution 1 is to be passed, more than half of the votes cast must be in favour of Resolution 1. Resolution 2 is proposed as a special resolution. This means that for Resolution 2 to be passed, at least three quarters of the votes cast must be in favour of the Resolution 2.

The Board welcomes dialogue with Shareholders at the General Meeting on the serious loss of capital within the Company. Shareholders should note that they will not be asked to vote on this agenda item at the General Meeting, which is for discussion only.

Explanatory notes to Resolutions

Resolution 1

Ordinary Resolution: Substantial Property Transaction

To facilitate the timely delivery of 400,000,000 Warrant Shares to certain investors following the Warrant Exercise, the Company proposes to enter into the Stock Loan Agreement with Richard Andrew Edwards, pursuant to which Mr. Edwards will, at the request of the Company, make available for transfer to the Company 400,000,000 Ordinary Shares held by Mr. Edwards which are required by the Company to settle the Warrant Exercise and deliver the Warrant Shares to the relevant holders of Warrants. The Company has irrevocably undertaken to make a request for the transfer of 400,000,000 Borrowed Shares on the Warrant Exercise Effective Date, provided that Resolution 1 is duly passed at the General Meeting.

Following Mr. Edwards transferring the Borrowed Shares to the Company pursuant to the Stock Loan Agreement, the Company will issue and allot Equivalent Shares to Mr. Edwards of an equivalent number to the Borrowed Shares.

The proposed Stock Loan Agreement is included as an appendix to this document.

The Company's entry into the Stock Loan Agreement constitutes a 'substantial property transaction' under section 190 of the Companies Act 2006, which requires the approval of the Shareholders pursuant to Resolution 1.

Mr. Edwards has voluntarily agreed not to vote on Resolution 1 and has undertaken to take all reasonable steps to ensure that his close family and associates who hold Ordinary Shares do not vote on Resolution 1.

As the Company's proposed entry into the Stock Loan Agreement constitutes a material related party transaction for the purposes of DTR 7.3, the Company confirms that the Independent Directors, having exercised reasonable care, skill and diligence, have considered the material related party transaction to be fair and reasonable from the perspective of the Company and its Shareholders who are not a related party (as such term is defined in UK IFRS).

Resolution 2 Special Resolution: Calling general meetings by not less than 21 clear days' notice

The Companies Act 2006 requires the notice period for general meetings of the Company to be at least 21 days. The Company, however, would value the power to call general meetings (other than an annual general meeting) on at least 14 clear days' notice. In order to be able to do so, Shareholders must approve the calling of general meetings on at least 14 clear days' notice.

Resolution 2, which will be proposed as a special resolution, seeks such approval. The approval will be effective until the Company's next annual general meeting, when it is intended that a similar resolution will be proposed. The shorter notice period would not be used as a matter of routine for general meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of Shareholders as a whole.

Shareholder discussion Serious loss of capital

The Board believes that a 'serious loss of capital' has occurred within the Company. In such circumstances, the Directors are required, pursuant to section 656(1) of the Companies Act 2006, to call a general meeting to consider whether any, and if so what, steps should be taken to deal with the situation. In addition to the approval of the Stock Loan Agreement, the Board is also calling the General Meeting to ensure that this matter is addressed and discussed with the Shareholders as required by the Companies Act 2006.

6. Basis of voting

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

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

7. Action to be taken

Shareholders will find enclosed a Form of Proxy for use in connection with the General Meeting. Whether or not Shareholders propose to attend the 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, United Kingdom as soon as possible and, in any event, so as to arrive by no later than 4.00 p.m. on 23 May 2025.

8. Recommendation

The Independent Directors consider the Stock Loan Agreement and the Company's entry into the Stock Loan Agreement to be in the best interests of the Company and the Shareholders as a whole. Accordingly, the Independent Directors unanimously recommend that Shareholders vote or procure votes in favour of Resolution 1, as the Independent Directors who hold Ordinary Shares have irrevocably undertaken to do in respect of their own beneficial holdings (and the beneficial holdings which are under their control and those of their close relatives), which amount to 156,250,000 Ordinary Shares (in aggregate), representing approximately 4.83% of the issued share capital of the Company (as at 1 May 2025, being the Latest Practicable Date). As a "related party" Richard Andrew Edwards has not taken part in the Board's consideration of the Stock Loan Agreement and has voluntarily agreed not to vote on Resolution 1 and has undertaken to take all reasonable steps to ensure that his close family and associates who hold Ordinary Shares do not vote on Resolution 1.

In addition, the Board considers the passing of Resolution 2 to be in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote or procure votes in favour of Resolution 2, as the Directors who hold Ordinary Shares have irrevocably undertaken to do in respect of their own beneficial holdings (and the beneficial holdings which are under their control and those of their close relatives), which amount to 912,043,650 Ordinary Shares (in aggregate), representing approximately 28.22% of the issued share capital of the Company (as at 1 May 2025, being the Latest Practicable Date).

Yours faithfully,

Marcus Yeoman

Independent Non-Executive Director

Notice of General Meeting

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

NOTICE IS HEREBY GIVEN that a General Meeting of capAI plc (the "Company") will be held at 4.00 p.m. on 28 May 2025 at the offices of Orrick, Herrington & Sutcliffe (UK) LLP at 9th Floor, 107 Cheapside, London EC2V 6DN, United Kingdom to: (a) consider and, if thought fit, pass the following Resolutions; and (b) discuss the 'serious loss of capital' which has occurred within the Company.

Capitalised terms used but not defined in this Notice of General Geeting shall have the meanings given in the Company's circular dated 2 May 2025.

Resolution 1 is an Ordinary Resolution and Resolution 2 is a Special Resolution.

Resolutions

Ordinary Resolution

1. That the entry by the Company into the Stock Loan Agreement be approved as a 'substantial property transaction' under section 190 of the Companies Act 2006.

Special Resolution

1. Any general meeting of the Company that is not an annual general meeting may be called by not less than 14 clear days' notice.

Shareholder Discussion – Serious Loss of Capital

To consider, pursuant to section 656(1) of the Companies Act 2006, whether any, and if so what, steps should be taken to address the serious loss of capital within the Company.

By order of the Board

Marcus Yeoman

Independent Non-Executive Director

2 May 2025

Registered Office:

9 Innovation Place Douglas Drive Godalming Surrey GU7 1JX United Kingdom

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 General Meeting. A proxy need not be a member of the Company but must attend the 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 Form of Proxy.
• 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 such proxy is appointed by multiple Shareholders who instruct such proxy to vote in different ways, in which case such proxy 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 General 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 Form of Proxy or other instrument of proxy will not prevent you attending the General Meeting and voting if you wish.
• 1. To have the right to speak and vote at the 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 Company's register of members ("Register of Members") no later than close of business on the day which is two days (excluding non-working days) before the day of the General Meeting or any adjourned General 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 General Meeting.
• 1. If the General Meeting is adjourned to a time not more than 48 hours after the record date applicable to the original 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 General Meeting. If, however, the General Meeting is adjourned for a longer period then, to be so entitled, shareholders must be entered on

the Register of Members at the time which is 48 hours before the time fixed for the adjourned General Meeting or, if the Company gives new notice of the adjourned General Meeting, at the record date specified in that notice.

• 1. The right to appoint a proxy does not apply to persons whose Ordinary 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 Ordinary 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 Ordinary 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 General Meeting as such Shareholder's proxy will need to ensure that both such Shareholder and their 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 General Meeting. If, within half an hour after the time appointed for the General Meeting, a quorum is not present the 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 General Meeting.
• 1. As at 1 May 2025, (being the Latest Practicable Date) the Company's issued share capital consisted of 3,231,830,636 Ordinary Shares carrying one vote each. Therefore, the total voting rights in the Company as at 1 May 2025 were 3,231,830,636 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 of General Meeting), can be accessed at https://capai.group.

Appendix

Stock Loan Agreement

CAPAI PLC STOCK LOAN AGREEMENT

THIS STOCK LOAN AGREEMENT is cast as a deed and made and delivered on [●] 2025 (this "Agreement")

BETWEEN:

• (1) CAPAI PLC, a public limited company incorporated and registered in England and Wales with company number 07611240 whose registered office is at 9 Innovation Place, Douglas Drive, Godalming, Surrey GU7 1JX, United Kingdom (the "Borrower"); and
• (2) RICHARD ANDREW EDWARDS, a natural person whose residence is at (the "Lender").

BACKGROUND:

• (A) The Borrower has received conditional exercise notices in respect of the Warrant Exercise requiring the delivery to the relevant warrant holders of 400,000,000 Ordinary Shares (in aggregate).
• (B) As at the date of this Agreement, the Lender is the registered owner of 454,000,000 Ordinary Shares.
• (C) Pursuant to this Agreement, the Lender agrees to transfer Ordinary Shares to the Borrower for the purpose of allowing the Borrower to timely settle the Ordinary Shares to be delivered by the Borrower in connection with the Warrant Exercise. Any such transfer shall be referred to in this Agreement as a "Loan" and shall be governed by the terms of this Agreement and the Borrowing Request and will be effected in accordance with the Rules.
• (D) If the Borrower borrows any Ordinary Shares from the Lender pursuant to this Agreement, it will transfer Equivalent Shares to the Lender on or before the Re-delivery Date as provided for in this Agreement.
• (E) Any of the Parties may perform its obligations under this Agreement either directly or through a Nominee.
• (F) The Parties acknowledge and agree that the entry by the Lender (who is a Director) into this Agreement with the Borrower shall constitute a material related party transaction in relation to the Borrower for the purposes of DTR 7.3 of the FCA's Disclosure Guidance and Transparency Rules, and, accordingly, that the entry into this Agreement by the Borrower must be approved by the independent Directors (with the Lender being recused from voting from voting in connection therewith).
• (G) Under the Rules, the London Stock Exchange has prescribed the Global Master Securities Lending Agreement for on-exchange stock borrowing and lending transaction relating to UK equity securities and the Parties have agreed that this Agreement substantially corresponds to that form and that transactions carried out under this Agreement will be effected in accordance with the Rules. The Parties further

acknowledge and agree that the Borrower and the Lender must comply with UK MAR, in particular the prohibition against trading within any Closed Period of the Borrower.

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, unless the context requires, the following terms shall have the following meaning:

"Act of Insolvency" means in relation to the Lender or the Borrower:

• (a) its making a general assignment for the benefit of, or entering into a reorganisation, arrangement, or composition with creditors or declaring bankruptcy;
• (b) its stating in writing that it is unable to pay its debts as they become due;
• (c) its seeking, consenting to or acquiescing in the appointment of any trustee, administrator, bankruptcy official, receiver or liquidator or analogous officer of it or any material part of its property;
• (d) the presentation or filing of a petition in respect of it (other than by the other Party to this Agreement in respect of any obligation under this Agreement) in any court or before any agency alleging or for the bankruptcy, winding-up or insolvency of such Party (or any analogous proceeding) or seeking any reorganisation, arrangement, composition, re-adjustment, administration, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such petition not having been stayed or dismissed within 30 days of its filing (except in the case of a petition for winding-up or any analogous proceeding in respect of which no such 30 day period shall apply);
• (e) the appointment of a receiver, administrator, liquidator or trustee or analogous officer of such Party over all or any material part of such Party's property; or
• (f) the convening of any meeting of its creditors for the purpose of considering a voluntary arrangement as referred to in Section 3 of IA 1986 (or any analogous proceeding);

"Borrowing Request" means, in relation to a Loan, a request made by the Borrower to the Lender pursuant to clause 2 giving the information referred to in the form of Borrowing Request set out in Schedule 2;

"Business Day" means any day on which the London Stock Exchange is open for business and banks are open for business in London, UK; excluding Saturdays and Sundays;

"Close of Business" means the time at which the relevant banks, securities exchanges or depositaries close in London;

"CA 2006" means the UK Companies Act 2006;

"Closed Period" has the meaning given in Article 19(11) of UK MAR;

"CREST" means the system of paperless settlement of trades and the holding of uncertificated shares administered by Euroclear;

"Directors" means statutory directors of the Borrower;

"Encumbrances" means any pledge, lien, security interest, claim, equity, mortgage, charge, assignment, hypothecation, title retention, encumbrance and/or third party right, option, right of pre-emption or conversion, or interest of any nature whatsoever;

"Equivalent Shares" means Ordinary Shares of an identical type, class, nominal value, description and amount to the Loaned Shares to be issued and allotted by the Company to the Lender pursuant to the Stock Loan Agreement and such term shall include the certificates and other documents of, or evidencing, title and transfer in respect of the foregoing (as appropriate);

"Euroclear" means Euroclear UK & International Limited, a private limited company incorporated and registered in England & Wales with company number 02878738, being the operator of CREST;

"FCA" means the UK Financial Conduct Authority or any successor entity thereto;

"FSMA" means the UK Financial Services and Markets Act 2000;

"Income" means any interest, dividends or other distributions of any kind whatsoever in respect of any Ordinary Shares;

"Income Payment Date" means the day by reference to which particular registered Shareholders are identified as being entitled to payment of Income;

"Loan" has the meaning given in Recital (C);

"Loaned Shares" means the Ordinary Shares which are the subject of an outstanding Loan;

"IA 1986" means the UK Insolvency Act 1986;

"London Stock Exchange" means London Stock Exchange plc;

"Main Market" means the main market for listed securities of the London Stock Exchange;

"Nominee" means an agent or a nominee appointed by a Party to accept delivery of, hold or deliver Ordinary Shares or Equivalent Shares;

"Official List" means the list maintained by the FCA in accordance with Section 74(1) of FSMA for the purposes of Part VI of the FSMA;

"Ordinary Shares" means ordinary shares of nominal value £0.00001 each in the capital of the Borrower;

"Parties" means the Lender and the Borrower, and "Party" shall be construed accordingly;

"Re-delivery Date" means the time and date on which the Equivalent Shares are returned to the Lender pursuant to this Agreement (or if redelivery is by way of more than one tranche, the date on which the final tranche of Equivalent Shares is returned to the Lender), which shall be the earlier of:

• (a) Close of Business on the second Business Day after the date which is 30 days after the date of this Agreement; and
• (b) such earlier date as the Borrower may notify the Lender;

"Rules" means the rules for the time being of the London Stock Exchange;

"Settlement Date" means the date stipulated in the Borrowing Request as the date (being a Business Day) upon which such Ordinary Shares are or are to be transferred to the Borrower in accordance with this Agreement, provided that such date shall not be earlier than one Business Day after the day on which the Lender has received a Borrowing Request in relation to the Loan of such Ordinary Shares;

"Shareholders" means the holders of Ordinary Shares from time to time;

"UK" or "United Kingdom" means the United Kingdom of Great Britain and Northern Ireland;

"UKLRs" means the listing rules produced by the FCA under Part VI of FSMA and forming part of the FCA's Handbook of rules and guidance as from time to time amended;

"UK MAR" means Regulation ((EU) 596/2014), which is part of UK domestic law by virtue of Market Abuse (Amendment) (EU Exit) Regulations 2019 (SI 2019/310); and

"Warrant Exercise" means the exercise by holders of certain outstanding warrants.

• 1.2 In this Agreement, where the context admits:
  • (a) any legislation is a reference to:
    • (i) that legislation;
    • (ii) any legislation which that legislation re-enacts; and
    • (iii) any subordinate legislation made under any such legislation,
• (b) in each case as amended, extended, or re-enacted from time to time;
• (c) any reference herein to a clause or Schedule is to clause or Schedule of this Agreement, respectively;
• (d) headings used in this Agreement are inserted for ease of reference only and shall not affect construction;
• (e) words and expressions which are defined in the CA 2006 shall have the meanings attributed to them therein when used in this Agreement unless otherwise defined or the context otherwise requires;
• (f) references to persons shall include bodies corporate, unincorporated associations and partnerships, in each case whether or not having a separate legal personality, and natural persons;
• (g) references to the masculine include the feminine and neuter and words denoting the singular include the plural and vice versa;
• (h) headings are for ease of reference only and do not affect the construction or interpretation of this Agreement;
• (i) references to the word "include" or "including" (or any similar term) are not to be construed as implying any limitation and general words introduced by the word "other" (or any similar term) shall not be given a restrictive meaning by reason of the fact that they are preceded or followed by words indicating a particular class of acts, matters or things; and
• (j) references to "writing" or "written" include any other non-transitory form of visible reproduction of words and includes email.
• 1.3 Notwithstanding the use of expressions such as "borrow", "lend", "redeliver", etc. which are used to reflect terminology used in the market for transactions of the kind provided for in this Agreement, title to Ordinary Shares "borrowed" or "lent" in accordance with this Agreement shall pass from one Party to another as provided for in this Agreement, the Party obtaining such title being obliged to redeliver Equivalent Shares.
• 1.4 For the avoidance of doubt any reference in this Agreement or in any other agreement or communication between the Parties (howsoever expressed) to an obligation to redeliver or account for or act in relation to Loaned Shares shall be construed as a reference to an obligation to redeliver or account for or act in relation to Equivalent Shares.
• 1.5 Each reference in this Agreement to any Share being sold, delivered or transferred with "full title guarantee" means:
  • (a) on the terms that the same covenants shall be deemed to be given in relation to the sale, delivery and/or transfer of the Ordinary Shares as those implied by Part I of the Law of Property (Miscellaneous Provisions) Act 1994 where a disposition

is expressed to be made with full title guarantee (as if such legislation applied to such Ordinary Share);

• (b) together with all dividends, distributions and other rights attaching to it; and
• (c) free from all Encumbrances as if such legislation applied to those Ordinary Shares.
• 1.6 References in this Agreement to times and dates are to London times and dates.

2. LOAN OF ORDINARY SHARES

• 2.1 Subject to clause 7.2 and conditional upon Shareholders passing an ordinary resolution at a general meeting authorising the Company's entry into this Agreement, which shall constitute a 'substantial property transaction' under section 190 of CA 2006 prior to the date of this Agreement, the Lender will lend Ordinary Shares to the Borrower, and the Borrower will borrow Ordinary Shares from the Lender in accordance with the terms and conditions of this Agreement, provided that:
  • (a) the Lender shall have received from the Borrower a Borrowing Request specifying the number of Ordinary Shares to be lent and borrowed and the Settlement Date; and
  • (b) the number of Ordinary Shares which are the subject of the Borrowing Request shall not exceed the number of Ordinary Shares set opposite the Lender's name in Schedule 1.
• 2.2 The Company hereby irrevocably undertakes to issue a Borrowing Request in respect of 400,000,000 Ordinary Shares (in aggregate) with a Settlement Date of two Business Days from the date of the Borrowing Request by no later than Close of Business on the Business Day following the date of this Agreement.

3. DELIVERY OF ORDINARY SHARES

The Lender shall deliver, or procure the delivery by its Nominee, of the relevant number of Ordinary Shares to the Borrower on the Settlement Date in accordance with the terms of this Agreement and the relevant Borrowing Request. Such Ordinary Shares shall be deemed to have been delivered by the Lender to the Borrower on delivery to the Borrower, or to its Nominee, when credited to the CREST account designated by the Borrower in the Borrowing Request or in the case of Ordinary Shares held by an agent (which for these purposes includes a CREST member), on the effective instructions to such agent which results in the Ordinary Shares being held by the agent for the account of the Borrower or its Nominee, or by such other means as may be agreed which constitutes delivery by the Lender to the Borrower.

4. REDELIVERY OF EQUIVALENT SHARES

• 4.1 If the Borrower borrows any Ordinary Shares from the Lender pursuant to this Agreement, then the Borrower shall redeliver, or procure the redelivery by its Nominee of, Equivalent Shares to the Lender on or before the applicable Re-delivery Date in accordance with this Agreement. For the avoidance of doubt, the Borrower may elect to redeliver in any number of separate tranches and on any number of separate Re-delivery Dates any Ordinary Shares it borrows from the Lender pursuant to this Agreement. Such Equivalent Shares shall be deemed to have been delivered by the Borrower to the Lender on delivery to the Lender, or to its Nominee, when credited to such CREST account as may be notified to the Borrower by the Lender in writing no later than three Business Days prior to the Re-delivery Date or, failing which, to a CREST account designated by the Borrower (in which case the Equivalent Shares shall be held for the account of the Lender), or, in the case of Equivalent Shares held by an agent (which for these purposes includes a CREST member) on the effective instructions to such agent which results in the Equivalent Shares being held by the agent for account of the Lender or its Nominee, or by such other means as may be agreed, which constitutes a redelivery by the Borrower of Equivalent Shares to the Lender.
• 4.2 In the event that at the time of issue and allotment of Equivalent Shares as required pursuant to clause 4.1, the Borrower does not have Shareholder and regulatory authority to issue and allot on a non-pre-emptive basis and have admitted to listing on the Official List and to trading on the Main Market immediately all of such Equivalent Shares, the Borrower shall allot and issue (and comply with the other provisions of this Agreement in respect of) such number of new Ordinary Shares as can be issued within the available Shareholder and regulatory authority and shall use all reasonable endeavours to seek additional Shareholder and regulatory authority (including, but not limited to, procuring the publication of an FCA-approved prospectus (as applicable)) as soon as reasonably practicable after the obligation arises.
• 4.3 Any Loan to the Borrower under this Agreement shall not be cash-settled.

5. INTEREST

No interest shall accrue on the value of the Loaned Shares pursuant to this Agreement.

6. TAX

Each Party shall be liable to pay its own taxes, duties, charges or fees of any kind to HM Revenue & Customs pursuant to this Agreement.

7. REQUIREMENTS TO EFFECT DELIVERY

• 7.1 The Parties shall execute and deliver all necessary documents and give all necessary instructions to procure that all right, title and interest in:
  • (a) any Ordinary Shares borrowed pursuant to clause 2 and delivered pursuant to clause 3; and
• (b) any shall pass from one Party to another, subject to clause 7.2 and on the terms and conditions set out in this Agreement and in accordance with the Borrowing Request and the Rules, on delivery or redelivery of the same in accordance with this Agreement with full title guarantee and free from all Encumbrances. The Party acquiring such right, title and interest shall have no obligation to return or redeliver any of the assets so acquired but, in so far as any Ordinary Shares are borrowed, such Party shall be obliged, subject to the terms of this Agreement, to redeliver Equivalent Shares. Delivery and transfer of title to Ordinary Shares or Equivalent Shares shall take place in accordance with the Borrowing Request and the rules and procedures of CREST as in force from time to time.
• 7.2 The Borrower shall not dispose of the Ordinary Shares to any third party until such right, title and interest has so passed.

8. LENDER'S WARRANTIES

• 8.1 The Lender hereby warrants and undertakes to the Borrower on a continuing basis to the intent that such warranties shall survive the completion of any transaction contemplated herein that:
  • (a) it has all necessary authorisations and approvals (including shareholder and director approvals as required) and is duly authorised and empowered to perform its duties and obligations under this Agreement;
  • (b) it has and will comply with all applicable laws, regulations and rules applicable to any transaction contemplated by this Agreement;
  • (c) it is not restricted under the terms of its constitution or in any other manner from lending Ordinary Shares in accordance with this Agreement or from otherwise performing its obligations hereunder;
  • (d) it will be absolutely entitled to pass full legal and beneficial ownership of all Ordinary Shares provided by it hereunder to the Borrower with full title guarantee and free from all Encumbrances, and it has made its own independent decisions to enter into the Loan on the terms and conditions set out in this Agreement and as to whether the Loan is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary or appropriate. It is not relying on any communication (written or oral) of the Borrower as investment advice or as a recommendation to enter into the Loan, it being understood that information and explanations related to the terms and conditions of the Loan shall not be considered investment advice or a recommendation to enter into the Loan;
  • (e) its performance of its obligations under this Agreement does not require the consent, order, clearance, approval, authorisation, registration or qualification, including of, or with, any governmental agency, and no other action (corporate or otherwise) or thing (other than any such action or thing required to be taken by it) is required to be taken, fulfilled or done in respect thereof, except in each case for

those which have been, or will prior to the Settlement Date be, obtained, taken, fulfilled or done and are, or will on the Settlement Date be, in full force and effect; and

(f) it is acting as principal in respect of transactions contemplated by this Agreement.

9. BORROWER'S WARRANTIES

The Borrower hereby warrants and undertakes to the Lender on a continuing basis to the intent that such warranties shall survive the completion of any transaction contemplated herein that:

• 9.1 it has all necessary licences and approvals and is duly authorised and empowered to perform its duties and obligations under this Agreement and will do nothing prejudicial to the continuation of such authorisation, licences or approvals;
• 9.2 it has and will comply with all applicable laws, regulations and rules applicable to any transaction contem plated by this Agreement;
• 9.3 it is not restricted under the terms of its constitution or in any other manner from borrowing Ordinary Shares in accordance with this Agreement or from otherwise performing its obligations hereunder;
• 9.4 it will, at the relevant time, be absolutely entitled to pass full legal and beneficial ownership of all Equivalent Shares provided by it hereunder to the Lender with full title guarantee free from all Encumbrances;
• 9.5 its performance of its obligations under this Agreement does not require the consent, order, clearance, approval, authorisation, registration or qualification, including of, or with, any governmental agency, and no other action (corporate or otherwise) or thing (other than any such action or thing required to be taken by it) is required to be taken, fulfilled or done in respect thereof, except in each case for those which have been, or will prior to the Settlement Date be, obtained, taken, fulfilled or done and are, or will on the Settlement Date be, in full force and effect;
• 9.6 it is acting as principal in respect of transactions contemplated by this Agreement; and
• 9.7 it is not entering into a Loan for the primary purpose of obtaining or exercising voting rights in respect of the Loaned Shares.

10. TERMINATION OF THIS AGREEMENT

• 10.1 This Agreement shall terminate automatically:
  • (a) to the extent mutually agreed by the parties in writing; or
  • (b) at Close of Business on the final Re-delivery Date; or
  • (c) on an Act of Insolvency of the Lender or the Borrower; or

(d) if the Borrower has not issued a Borrowing Request by noon on 30 June 2025,

and in the case of clauses 10.1(a) to 10.1(c) subject (to the extent that Shares have been delivered to the Borrower pursuant to clause 3) to redelivery of Equivalent Shares pursuant to clause 4 and issue, allotment and delivery of such number of new Ordinary Shares pursuant to clause 5.

11. NOTICES

• 11.1 Any notice or other communication given under or in connection with this Agreement must be in writing and will only be effective if sent by email to the appropriate email address. For the purposes of this clause 11, "appropriate email address" means:
  • (a) in the case of the Lender, the email address for Richard Andrew Edwards ; and
  • (b) in the case of the Borrower, any email address for Marcus Yeoman .
• 11.2 Any notice or other communication given by email under this clause 11 shall be deemed to have been received at 9.00 a.m. on the next Business Day after sending.
• 11.3 Any Party may by notice to the other change the email address details at which notices or other communications are to be given to it.
• 11.4 This clause 11 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

12. GENERAL

• 12.1 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to their subject matter.
• 12.2 If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part under any enactment or rule of law, such provision or part shall to that extent be deemed not to form part of this Agreement but the legality, validity and enforceability of the remainder of this Agreement shall not be affected.
• 12.3 A person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of, or enjoy any benefit under, this Deed.
• 12.4 The rights and obligations of the Parties under this Agreement shall continue for the benefit of, and shall be binding on, their respective successors and assigns.
• 12.5 Any waiver of any right under the rules of this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given, and shall not prevent the party who has given the waiver from subsequently relying on the provision it has waived.
• 12.6 A party that waives a right in relation to one party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party.
• 12.7 No failure to exercise or delay in exercising any right or remedy provided under this Agreement or by law constitutes a waiver of such right or remedy or shall prevent any future exercise in whole or in part thereof.
• 12.8 No single or partial exercise of any right or remedy under this Agreement shall preclude or restrict the further exercise of any such right or remedy.
• 12.9 Rights arising under this Agreement are cumulative and do not exclude rights provided by law.
• 12.10 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership between the Parties or constitute any Party the agent of the other Party.
• 12.11 Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
• 12.12 If this Agreement is translated into any language other than English, the English language text shall prevail.
• 12.13 Any time, date or period specified in this Agreement may be extended by written agreement by the parties but, as regards any time, date or period originally fixed or so extended, time shall be of the essence.
• 12.14 Nothing contained in this Agreement or in any other document referred to or incorporated in it shall be read or construed as excluding any liability or remedy as a result of fraud.
• 12.15 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement will be governed by and construed in accordance with English law (including as to any non-contractual disputes or claims).
• 12.16 The Borrower shall pay the costs of each Party incurred in connection with the negotiation, preparation and execution of this Agreement.
• 12.17 Each Party shall at the Borrower's expense promptly execute and deliver such documents and perform such acts as the other Party may reasonably require from time to time for the purpose of giving full effect to this Agreement.
• 12.18 Transmission of an executed counterpart of this Agreement (but for the avoidance of doubt not just a signature page) by email (in PDF, JPEG or other agreed format), shall take effect as delivery of an executed counterpart of this Agreement. If either method of delivery is adopted, without prejudice to the validity of the deed thus made, each party

shall provide the others with the original of such counterpart as soon as reasonably possible thereafter

• 12.19 Each Party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Agreement (including any dispute relating to any non-contractual obligations arising out of or in connection with this Agreement) and that accordingly any proceedings arising out of or in connection with this Agreement (including any proceedings arising out of or in connection with any such non-contractual obligations) shall be brought in such courts.
• 12.20 Each Party irrevocably submits to the jurisdiction of the English courts and waives any right that it may have to object to an action being brought in those courts including on the ground of inconvenient forum

IN WITNESS WHEREOF this Agreement shall be executed and delivered as a deed on the day and year written at the top of this Agreement.

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Signature page(s) follow

SCHEDULE 1

LENDER DETAILS AND NUMBER OF ORDINARY SHARES TO BE LENT

Lender	Number of Ordinary Shares to be lent
Name: Richard Andrew Edwards	400,000,000 Ordinary Shares
Address:
Email address:

SCHEDULE 2

FORM OF BORROWING REQUEST

To: RICHARD ANDREW EDWARDS, a natural person whose residence is at (the "Lender", and "we" and "ourselves" shall be construed accordingly); and

From: CAPAI PLC, a public limited company incorporated and registered in England and Wales with company number 07611240 whose registered office is at 9 Innovation Place, Douglas Drive, Godalming, Surrey GU7 1JX, United Kingdom (the "Borrower", and "you" and "yourselves" shall be construed accordingly).

We refer to the stock loan agreement between ourselves and yourselves dated [●] 2025 (the "Stock Loan Agreement").

This is a Borrowing Request pursuant to the Agreement.

Capitalised terms used in the Agreement shall bear the same meanings when used in this Borrowing Request.

We hereby notify you that we wish to borrow [●] Ordinary Shares on the following terms:

• Settlement Date: [●] 2025
• Delivery method: [●]

………………………………..

Marcus Yeoman, Independent Non-Executive Director

For and on behalf of capAI plc

The Lender

EXECUTED as a DEED by RICHARD ANDREW EDWARDS,

in the presence of:

Witness:………………………………………. Signature of witness:

………………………………………………….

Name ………………………………………….
Address ……………………………………….
Occupation……………………………………

The Borrower

EXECUTED as a DEED by CAPAI PLC acting by MARCUS YEOMAN, independent nonexuecive director, in the presence of:

Witness:………………………………………. Signature of witness:

………………………………………………….

Name ………………………………………….
Address ……………………………………….
Occupation……………………………………

………………………………………………….

………………………………………………….