Kondor AI PLC, incorporated on 1 November 2021 and registered in
England and Wales under the Companies Act 2006 with company
number 13714088.

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Registered Office:
16 Great Queen Street, London WC2B 5DG

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The Company is subject to the UK Takeover Code.

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The Company’s shares are traded on the Access segment of the Aquis Stock Exchange Growth Market under the symbol: KNDR

ISIN: GB00BRXKJ754

SEDOL: BRXKJ75

LEI: 984500EF5CD7E658D446

Number of Ordinary Shares in issue: 180,050,000
Percent of securities in public hands: 26.52%

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Outstanding Warrants: 70,300,500

28.08% dilution upon full exercise of warrants

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Shareholders (over 5%):

Toro Consulting Ltd*: 49,000,000 common shares [27.21%]

Fidelio Partners Pte Ltd.: 20,000,000 common shares [11.11%]

Crowdform Ltd: 10,000,000 common shares [5.55%]

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^{*Toro Consulting Ltd is controlled by Jonathan Bixby, a director.}

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Director Shareholding:

Toro Consulting Ltd *: 49,000,000 ordinary shares. 26,000,000 warrants.

Benjamin Sampson: 500,000 ordinary shares. 2,000,000 warrants.

Jill Kenney: 0 ordinary shares. 2,000,000 warrants.

Nic Hellyer: 0 ordinary shares. 2,000,000 warrants.

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^{*Toro Consulting Ltd is controlled by Jonathan Bixby, a director.}

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There are no restrictions on the transfer of Ordinary Shares.

English law legal advisers to the Company
Fladgate LLP
16 Great Queen St
London WC2B 5DG
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Aquis Corporate Adviser to the Company
First Sentinel Corporate Finance Limited
Ground Floor, 72 Charlotte Street
London W1T 4QQ
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Reporting Accountants to the Company
Kreston Reeves LLP
168 Shoreditch High St, London E1 6RA
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UK Registrars and Depositary
Neville Registrars Ltd
Neville House, Steelpark Rd, Halesowen B62 8HD

Joint Broker to the Company  
Clear Capital Markets Limited 
12th Floor Broadgate Tower, 20 Primrose Street 
London, EC2A 2EW

The Directors recognise the importance of sound corporate governance and, following Admission, have undertaken to take account of the requirements of the QCA Code to the extent that they consider it appropriate having regard to the Company's size, board structure, stage of development and resources.

The Board, which will meet not less than four times a year, will ensure that procedures, resources and controls are in place to ensure that AQSE Growth Market Access Rulebook compliance by the Company is operating effectively at all times and that the Directors are communicating effectively with the Company's AQSE Corporate Adviser regarding the Company's ongoing compliance with the AQSE Growth Market Access Rulebook and in relation to all announcements, notifications and potential transactions.

‍The Board has established an Audit and Risk Committee with formally delegated duties and responsibilities. The Audit and Risk Committee is chaired by Nic Hellyer and its other member is Jill Kenney. The Audit and Risk Committee will meet at least twice a year and will be responsible for ensuring the financial performance of the Company is properly reported on and monitored, including reviews of the annual and interim accounts, results announcements, internal control systems and procedures and accounting policies, as well as keeping under review the categorisation, monitoring and overall effectiveness of the Company's risk assessment and internal control processes, and to review the Company’s internal financial controls and the Company’s internal control and risk management systems.

The remuneration committee, which comprises Jill Kenney and Jonathan Bixby, is responsible for the review and recommendation of the scale and structure of remuneration for the Company's senior executives, including any bonus arrangements or the award of share options with due regard to the interests of the Shareholders and the performance of the Company. The Remuneration Committee is chaired by Jill Kenney and will meet at least once a year.

The Aquis Rule Compliance Committee, which will comprise Jonathan Bixby and Benjamin Sampson, will meet not less than twice a year. The Aquis Rule Compliance Committee is chaired by Jonathan Bixby.

The Company does not have a nomination committee as the Board does not consider it appropriate to establish such a committee at this stage of the Company’s development. Decisions which would usually be taken by the nomination committee will be taken by the Board as a whole.

Share Dealing Code

The Company has adopted the Share Dealing Code for dealings in its securities by Directors and certain employees which is appropriate for a company whose shares are traded on the Access segment of the Aquis Stock Exchange Growth Market. This will constitute the Company's share dealing policy for the purpose of compliance with the UK Market Abuse Regulation and the relevant part of the Aquis Stock Exchange Access Rulebook.

It should be noted that MAR and the insider dealing legislation set out in the UK Criminal Justice Act 1993 will apply to the Company and dealings in Ordinary Shares.

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First Sentinel Corporate Finance Ltd

020 3855 5551