XSG Xeros Technology Group Plc

Each participant in the April 2024 Fundraising has the right to subscribe for one new Ordinary Share for every two Ordinary Shares subscribed for in the Fundraising, at the Issue Price of 1.5 pence per new Ordinary Share, by notice to the Company during the Exercise Period.

Participants in the Fundraising with entitlements to subscribe for Additional Subscription Shares can exercise these entitlements up until 31 January 2025.

Participants with rights to subscribe for Additional Subscription Shares can only do so provided that they, at the time of exercise, still hold at least the number of Ordinary Shares subscribed for in the Fundraising. If their total holding at the time of exercise is below the number of Ordinary Shares subscribed in the Fundraising, they will be limited to exercising a lower number of Additional Subscription Shares on a pro rata basis.

The Company will allot the new Ordinary Shares pursuant to valid exercises received every two weeks ("Allotment Period"). In order for exercises to be included in any given Allotment Period, they should be completed and with the Company such that they are received by no later than 12 noon on the second Thursday of that Allotment Period. If they are received after this time they will be included in the following Allotment Period. You will be notified if this is the case. The first Allotment Period will run from the date of this announcement until 4 July 2024, and at two-week intervals thereafter, in each case ending at 12 noon on the second Thursday thereafter.

Unless an Exercise Notice is rejected or deferred to a later Allotment Period (in which case applicants will be informed accordingly by the Company) settlement will take place as follows:

a) Trade Time and Date: 0800 on the next following Monday (after the end of the relevant Allotment Period (or next following business day if such day is a Bank Holiday);

b) Settlement Date: 2 business days after the Trade Date determined, as per a) above.

Placing and Subscription: The Additional Subscription Shares may be exercised in whole or in part during the Exercise Period by participants in the Placing or Subscription, provided that any partial exercise by a participant shall be for a minimum aggregate exercise price of £5,000 or, if less, the balance of the relevant participants Additional Subscription Shares then outstanding.  Completed Exercise Notices will be treated as irrevocable, once received by the Company.

Retail Offer: The Additional Subscription Shares may be exercised in whole or in part during the Exercise Period by participants in the Retail Offer, provided that any partial exercise by a participant shall be for a minimum aggregate exercise price of £1,000 or, if less, the balance of the relevant participants Additional Subscription Shares then outstanding.  Completed Exercise Notices will be treated as irrevocable, once received by the Company.

The subscription rights conferred by the Additional Subscription Shares shall be adjusted by the Board in its sole discretion on the occurrence of certain events in relation to the Company, including

a) a subdivision, consolidation or reclassification of the Ordinary Shares;

b) a reduction of capital or any other reduction in the number of Ordinary Shares in issue from time to time;

c) an issue of Ordinary Shares by way of dividend or distribution or by way of capitalisation of profits or reserves; or

d) a consolidation, amalgamation or merger of the Company with or into another entity in certain circumstances,

with the intention, in broad terms, that any such adjustment would leave the shareholders with rights to exercise Additional Subscription Shares in a similar position to the position they were in immediately before the event giving rise to the adjustment.

Entitlements to Additional Subscription Shares are non-transferable without the prior consent of the Company.

The Additional Subscription Shares are not secured.