Kromek : Posting of Circular and Notice of General Meeting

February 15, 2021 at 04:37 pm IST

THIS DOCUMENT, THE APPLICATION FORM AND THE ENCLOSED FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document, or the action you should take, you are recommended to seek your own personal ﬁnancial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent ﬁnancial adviser authorised under the Financial Services and Markets Act 2000 (as amended) ("FSMA") if you are resident in the United Kingdom or, if not, from another appropriately authorised independent ﬁnancial adviser.

If you have sold or transferred all of your Ordinary Shares prior to the date of this document, please send this document, the Application Form and the accompanying 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.

However, the distribution of this document and/or any accompanying documents into a jurisdiction other than the United Kingdom may be restricted by law or regulation and therefore such documents should not be distributed, forwarded to or transmitted in or into the United States of America, Canada, Australia, Japan, the Republic of Ireland, the Republic of South Africa, New Zealand, Cayman Islands, Barbados, Switzerland, the State of Kuwait or Singapore in or into any other jurisdiction where the extension of the Open Offer would breach any applicable law or regulation. If you have sold or transferred part of your holding of Existing Ordinary Shares prior to the Ex-Entitlement Date, you are advised to consult your stockbroker, bank or other agent through whom the sale or transfer was effected and refer to the instructions regarding split applications set out in the accompanying Application Form.

The total consideration under the Open Offer shall be less than €8 million (or an equivalent amount) in aggregate and the Firm Placing Shares shall only be available to qualiﬁed investors for the purposes of the Prospectus Rules or otherwise in circumstances not resulting in an offer of transferable securities to the public under section 102B of FSMA. Neither the Firm Placing nor the Open Offer constitute an offer to the public requiring an approved prospectus under section 85 of FSMA and accordingly this document does not constitute a prospectus for the purposes of the Prospectus Rules made by the Financial Conduct Authority of the United Kingdom ("FCA") pursuant to sections 73A(1) and (4) of FSMA and has not been pre-approved by the FCA pursuant to sections 85 and 87 of FSMA, the London Stock Exchange, any securities commission or any other authority or regulatory body. In addition this document does not constitute an admission document drawn up in accordance with the AIM Rules for Companies.

The Company and the Directors, whose names are set out on page 5, accept responsibility, both collectively and individually, for the information contained in this document. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

Kromek Group plc

(Incorporated and registered in England and Wales with registered no. 8661469)

Firm Placing of 66,666,667 new Ordinary Shares at 15 pence per share, Open Offer of up to 20,288,064 new Ordinary Shares at 15 pence per share and

Notice of General Meeting

You should read the whole of this document. Your attention is drawn to the letter from the Chairman of the Company which is set out on pages 11 to 18 (inclusive) of this document and which recommends you to vote in favour of the Resolutions to be proposed at the General Meeting.

The Notice of General Meeting to be held at NETPark, Thomas Wright Way, Sedgeﬁeld, TS21 3FD, at 12.00 p.m. on 1 March 2021, is set out at the end of this document. The accompanying Form of Proxy for use in connection with the General Meeting should be completed by Shareholders and returned as soon as possible but, in any event, so as to be received by the Registrars at Link Group, PXS 1, 34 Beckenham Road, Beckenham, Kent, BR3 4ZF by no later than 12.00 p.m. on 25 February 2021 (or, in the case of an adjournment of the General Meeting, not later than 48 hours (excluding any part of aday that is not a working day) before the time ﬁxed for the holding of the adjourned meeting).

The Existing Ordinary Shares of the Company are admitted to trading on AIM. Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected, subject to, inter alia, the passing of the Resolutions at the General Meeting, that Admission of the New Ordinary Shares will become effective and that dealings will commence on 2 March 2021. The New Ordinary Shares will, when issued, rank in full for all dividends and other distributions declared, made or paid on the Ordinary Shares and otherwise rank pari passu in all respects with the Existing Ordinary Shares.

AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Ofﬁcial List. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent ﬁnancial adviser. Neither the London Stock Exchange nor the FCA has examined or approved the contents of this document. The AIM Rules for Companies are less demanding than those of the Ofﬁcial List. It is emphasised that no application is being made for admission of the Existing Ordinary Shares or the New Ordinary Shares to the Ofﬁcial List.

Cenkos Securities plc, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser and broker to the Company in connection with the Transaction. Persons receiving this document should note that Cenkos Securities plc will not be responsible to anyone other than the Company for providing the protections afforded to customers of Cenkos Securities plc or for advising any other person on the arrangements described in this document. No representation or warranty, expressed or implied, is made by Cenkos Securities plc as to any of the contents of this document and Cenkos Securities plc has not authorised the contents of, or any part of, this document and no liability whatsoever is accepted by Cenkos Securities plc for the accuracy of any information or opinions contained in this document or for the omission of any information. Cenkos Securities plc, as nominated adviser and broker to the Company, owes certain responsibilities to the London Stock Exchange which are not owed to the Company or the Directors.

This document does not constitute an offer to sell or an invitation to subscribe for, or solicitation of an offer to subscribe for or buy New Ordinary Shares to any person in any jurisdiction to whom it is unlawful to make such offer or solicitation. Accordingly, the New Ordinary Shares may not, subject to certain exceptions, be offered or sold, directly or indirectly, in, or into, the United States of America, Canada, Australia, Japan, the Republic of Ireland or the Republic of South Africa, New Zealand, Cayman Islands, Barbados, Switzerland, the State of Kuwait or Singapore or in any other country, territory or possession where to do so may contravene local securities laws or regulations. The Ordinary Shares have not been, and will not be, registered under the United States Securities Act of 1933 as amended (the "Securities Act") or qualiﬁed for sale under the laws of any state of the United States or under the applicable laws of any of Canada, Australia, the Republic of Ireland, the Republic of South Africa, Japan, New Zealand, Cayman Islands, Barbados, Switzerland, the State of Kuwait or Singapore and, subject to certain exceptions, may not be offered or sold in the United States or to, or for the account or beneﬁt of, US persons (as such term is deﬁned in Regulation S under the Securities Act) or to any national, resident or citizen of Canada, Australia, the Republic of Ireland, South Africa, Japan, New Zealand, Cayman Islands, Barbados, Switzerland, the State of Kuwait or Singapore.

Copies of this document will be available free of charge to the public during normal business hours on any day (Saturdays, Sundays and public holidays excepted) at the ofﬁces of Kromek Group plc at NETPark, Thomas Wright Way, Sedgeﬁeld, TS21 3TD for a period of one month from the date of this document.

FORWARD LOOKING STATEMENTS

This document includes "forward-looking statements" which include all statements other than statements of historical facts, including, without limitation, those regarding the Group's ﬁnancial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could" or "similar" expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Group to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which the Group will operate in the future. These forward-looking statements speak only as at the date of this document. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reﬂect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law or the AIM Rules.

CONTENTS
Page
Directors and Advisers .........................................................................................................	5
Expected Timetable of Principal Events ............................................................................	6
Key Statistics .........................................................................................................................	7
Deﬁnitions ..............................................................................................................................	8

Part 1	- Letter from the Chairman ...............................................................................	12
Part 2	- Risk Factors ......................................................................................................	21
Part 3	- Terms and Conditions of the Open Offer ....................................................	29
Part 4	- Questions and Answers about the Open Offer ..........................................	51
58

Notice of General Meeting ...................................................................................................

DIRECTORS AND ADVISERS

Directors

Rakesh Sharma Dr Arnab Basu Paul Farquhar Berry Beumer Lawrence Kinet Jerel Whittingham Christopher Wilks

Chairman

Chief Executive Ofﬁcer Chief Financial Ofﬁcer Chief Operating Ofﬁcer Non-Executive Director Non-Executive Director Non-Executive Director

Company Secretary

Paul Farquhar

Registered OfﬁceNominated Adviser and Broker

NETPark

Thomas Wright Way Sedgeﬁeld TS21 3FD

Cenkos Securities plc 6.7.8 Tokenhouse Yard London EC2R 7AS

Lawyers to the CompanyLawyers to the Nominated Adviser and Broker

Eversheds Sutherland (International) LLP One Wood Street

London EC2V 7WS

Memery Crystal LLP 165 Fleet Street London EC4A 2DY

RegistrarsReceiving Agent

Link Group

The Registry

34 Beckenham Road Beckenham

Kent BR3 4TU

Link Group Corporate Actions The Registry

34 Beckenham Road Beckenham

Kent BR3 4TU

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Record Date for the Open Offer	6.00 p.m. on 11 February 2021
Announcement of the Firm Placing and Open Offer, publication	12 February 2021
and posting of this document, the Application Form and Form of
Proxy
Ex-entitlement Date	8.00 a.m. on 15 February 2021
Open Offer Entitlements and Excess CREST Open Offer	15 February 2021
Entitlements credited to stock accounts of Qualifying
CREST Shareholders
Recommended latest time and date for requesting withdrawal of	4.30 p.m. on 22 February 2021
Open Offer Entitlements from CREST
Recommended latest time for depositing Open Offer Entitlements	3.00 p.m. on 23 February 2021
into CREST
Latest time and date for splitting Application Forms (to satisfy	3.00 p.m. on 24 February 2021
bona ﬁde market claims only)
Latest time and date for receipt of completed Forms of Proxy to be	12.00 p.m. on 25 February 2021
valid at the General Meeting
Latest time and date for acceptance of the Open Offer and receipt	11.00 a.m. on 26 February 2021
of completed Application Forms and payment in full under the
Open Offer or settlement of relevant CREST instruction (if
appropriate)
General Meeting	12.00 p.m. on 1 March 2021
Announcement of result of General Meeting and Open Offer
Admission and commencement of dealings in the New Ordinary	8.00 a.m. on 2 March 2021
Shares on AIM
New Ordinary Shares credited to CREST members' accounts	2 March 2021
Despatch of deﬁnitive share certiﬁcates in certiﬁcated form	16 March 2021

1 March 2021

If any of the details contained in the timetable above should change, the revised times and dates will be notiﬁed by means of an announcement through a Regulatory Information Service.

Certain of the events in the above timetable are conditional upon, amongst other things, the approval of the Resolutions to be proposed at the General Meeting.

All references are to London time unless stated otherwise.

KEY STATISTICS
FIRM PLACING STATISTICS
Number of Existing Ordinary Shares	344,897,089
Number of Firm Placing Shares	66,666,667
Offer Price	15p
Number of Ordinary Shares in issue immediately following the	411,563,756
Firm Placing
Firm Placing Shares as a percentage of the Ordinary Shares in	16.2%
issue immediately following the Firm Placing*
Gross Proceeds of the Firm Placing	Approximately £10.0 million
Number of Offer Shares	20,288,064
Offer Price	15p
Basis of Open Offer	1 Offer Share for every
17 Existing Ordinary Shares
Gross proceeds from the Open Offer**	Up to approximately £3.0 million
Enlarged Share Capital following the Firm Placing and	up to 431,851,820
Open Offer**
Offer Shares as a percentage of the Enlarged Share Capital**	up to 4.7%
-----

* **

OPEN OFFER STATISTICS

prior to the issue of the Offer Shares on the assumption that the Open Offer is fully subscribed

DEFINITIONS

The following deﬁnitions apply throughout this document, unless the context requires otherwise:

"Act"	Companies Act 2006 (as amended)
"Admission"	the admission of the New Ordinary Shares to trading on AIM in
accordance with the AIM Rules for Companies
"AIM"	the AIM market operated by London Stock Exchange
"AIM Rules for Companies"	the AIM Rules for Companies and guidance notes as published by
the London Stock Exchange from time to time
"Application Form"	the non-CREST Application Form
"Basic Entitlement"	the number of Offer Shares which Qualifying Holders are entitled
to subscribe for at the Offer Price pro rata to their holding of
Existing Ordinary Shares pursuant to the Open Offer as described
in Part 3 of this document
"Board" or "Directors"	the directors of the Company as at the date of this document
"Business Day"	a day (other than a Saturday or Sunday) on which commercial
banks are open for general business in London, England
"CZT"	Cadmium Zinc Telluride, a room temperature semiconductor
radiation detector
"Cenkos" or "Cenkos Securities"	Cenkos Securities plc
"Company" or "Kromek"	Kromek Group 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)

"CREST Manual"

"CRESTmember"

"CREST member account ID"

"CREST participant"

"CREST participant ID"

"CREST payment"

"CRESTRegulations"

"CREST sponsor"

"CREST sponsored member" "Directors' Subscription"

the rules governing the operation of CREST, consisting of the CREST Reference Manual, CREST International Manual, CREST Central Counterparty Service Manual, CREST Rules, Registrars Service Standards, Settlement Discipline Rules, CREST Courier and Sorting Services Manual, Daily Timetable, CREST Application Procedures and CREST Glossary of Terms (all as deﬁned in the CREST Glossary of Terms promulgated by Euroclear on 15 July 1996 and as amended since) as published by Euroclear

a person who has been admitted to CREST as a system-member (as deﬁned in the CREST Manual)

the identiﬁcation code or number attached to a member account in CREST

a person who is, in relation to CREST, a system-participant (as deﬁned in the CREST regulations)

shall have the meaning given in the CREST Manual issued by Euroclear

the Uncertiﬁcated Securities Regulations 2001 (SI 2001/3755) (as amended)

a CREST participant admitted to CREST as a CREST sponsor a CREST member admitted to CREST as a sponsored member the subscription for the Directors' Subscription Shares by Rakesh Sharma, Arnab Basu and Lawrence Kinet at the Offer Price pursuant to the Subscription Agreements

"Directors' Subscription Shares"	200,000 new Ordinary Shares the subject of the Directors'
Subscription
"Enlarged Share Capital"	the entire issued share capital of the Company on Admission
following the issue of the New Ordinary Shares
"EU"	the European Union
"Euroclear"	Euroclear UK & Ireland Limited
"Excess Application Facility"	the arrangement pursuant to which Qualifying Shareholders may
apply for additional Offer Shares in excess of their Open Offer
Entitlement in accordance with the terms and conditions of the
Open Offer
"Excess CREST Open Offer"	in respect of each Qualifying CREST Shareholder, their
entitlement (in addition to his Open Offer Entitlement) to apply
for Offer Shares pursuant to the Excess Application Facility, which
is conditional on him taking up his Open Offer Entitlement in full
"Excess CREST Open Offer	in respect of each Qualifying CREST Shareholder who has taken
Entitlement"	up his Basic Entitlement in full, the entitlement to apply for Open
Offer Shares in addition to his Basic Entitlement credited to his
stock account in CREST, pursuant to the Excess Application
Facility, which may be subject to scaling back in accordance with
the provisions of this Document
"Excess Shares"	Offer Shares applied for by Qualifying Shareholders under the
Excess Application Facility
"Ex-entitlement Date"	the date on which the Existing Ordinary Shares are marked "ex"
for entitlement under the Open Offer, being 15 February 2021
"Existing Ordinary Shares"	the 344,897,089 Ordinary Shares in issue on the date of this
document
"FCA"	the Financial Conduct Authority of the UK
"Firm Placees"	subscribers for Firm Placing Shares
"Firm Placing"	the placing by the Company of the Firm Placing Shares with
certain institutional investors and Shareholders (or their
associated investment vehicles) and Directors' Subscription
Shares, otherwise than on a pre-emptive basis, at the Offer Price
"Firm Placing and Open Offer	the agreement entered into between the Company and Cenkos
Agreement"	Securities in respect of the Firm Placing and Open Offer dated
12 February 2021, as described in this document
"Firm Placing Shares"	the 66,666,667 new Ordinary Shares the subject of the Firm
Placing and Directors' Subscription
"Form of Proxy"	the form of proxy for use in relation to the General Meeting
enclosed with this document
"FSMA"	Financial Services and Markets Act 2000 (as amended)
"General Meeting"	the General Meeting of the Company, convened for 12.00 p.m. on
1 March 2021 or at any adjournment thereof, pursuant to the
Notice of General Meeting
"Group"	the Company and its subsidiaries
"HMRC"	Her Majesty's Revenue and Customs
"ISIN"	International Securities Identiﬁcation Number
"ITA 2007"	Income Taxes Act 2007
"Link Group" or "Link"	a trading name of Link Market Services Limited
9

"London Stock Exchange"	London Stock Exchange plc
"Long Stop Date"	16 March 2021
"Money Laundering	Money Laundering Regulations 2007, the money laundering
Regulations"	provisions of the Criminal Justice Act 1993 and the Proceeds of
Crime Act 2002
"New Ordinary Shares"	the Firm Placing Shares, the Offer Shares and the Directors'
Subscription Shares
"Notice of General Meeting"	the notice convening the General Meeting as set out at the end of
this document
"OEM"	original equipment manufacturer
"Offer Price"	15 pence per New Ordinary Share
"Offer Shares"	the 20,288,064 new Ordinary Shares being made available to
Qualifying Shareholders pursuant to the Open Offer and Excess
Application Facility
"Open Offer"	the conditional invitation made to Qualifying Shareholders to apply
to subscribe for the Offer Shares at the Offer Price on the terms
and subject to the conditions set out in Part 3 of this document
and, where relevant, in the Application Form
"Open Offer Entitlement"	the entitlement of Qualifying Shareholders to subscribe for Offer
Shares pursuant to the Open Offer
"Ordinary Shares"	ordinary shares of one pence each in the capital of the Company
"Overseas Shareholders"	a Shareholder with a registered address outside the United
Kingdom
"Prospectus Rules"	the Prospectus Regulation Rules made in accordance with the EU
Prospects Directive 2003/71/EC as it forms part of domestic law
by virtue of the European Union (Withdrawal) Act 2018 in relation
to offers of securities to the public an admission of securities to
trading on a regulated market
"Qualifying	Qualifying Shareholders holding Existing Ordinary Shares in a
CREST Shareholders"	CREST account
"Qualifying Non-	Qualifying Shareholders holding Existing Ordinary Shares in
CREST Shareholders"	certiﬁcated form
"Qualifying Shareholders"	holders of Existing Ordinary Shares on the register of members of
the Company at the Record Date (but excluding any Overseas
Shareholder who has a registered address in the United States of
America or any other Restricted Jurisdiction)
"Receiving Agents"	Link Group
"Record Date"	6.00 p.m. on 11 February 2021 in respect of the entitlements of
Qualifying Shareholders under the Open Offer
"Regulatory Information	has the meaning given in the AIM Rules for Companies
Service"
"Resolutions"	the resolutions to be proposed at the General Meeting as set out
in the Notice of General Meeting
"Restricted Jurisdiction"	United States of America, Canada, Australia, Japan, New
Zealand, the Republic of South Africa, the Republic of Ireland,
Cayman Islands, Singapore, Barbados, Switzerland or the State of
Kuwait and any other jurisdiction where the extension or
availability of the Firm Placing and Open Offer would breach any
applicable law
10

"Securities Act"	US Securities Act of 1933 (as amended)
"Shareholders"	the holders of Existing Ordinary Shares
"SPECT"	single photon emission computed tomography
"Subscription Agreement"	the agreements between (i) the Company and Rakesh Sharma,
(ii) the Company and Arnab Basu and (iii) the Company and
Lawrence Kinet relating to the Directors' Subscription
"Transaction"	the Firm Placing, Open Offer and the Directors' Subscription
"United Kingdom" or "UK"	the United Kingdom of Great Britain and Northern Ireland
"United States", "United States	the United States of America, its territories and possessions, any
of America" or "US"	state of the United States of America and the District of Columbia
and all areas subject to its jurisdiction
"Uncertiﬁcated" or	recorded on the relevant register or other record of the Ordinary
"Uncertiﬁcated form"	Shares or other security concerned as being held in uncertiﬁcated
form in CREST, and title to which, by virtue of the CREST
Regulations, may be transferred by means of CREST
"USE"	has the meaning given in paragraph 3.2 of Part 3 of this document
"USE Instruction"	has the meaning given in paragraph 3.2 of Part 3 of this document
11

PART 1

LETTER FROM THE CHAIRMAN

KROMEK GROUP PLC

(Incorporated in England and Wales with registered no. 8661469)

Directors:	Registered ofﬁce:
Rakesh Sharma - Chairman	NETPark
Dr Arnab Basu - Chief Executive Ofﬁcer	Thomas Wright Way
Paul Farquhar - Chief Financial Ofﬁcer	Sedgeﬁeld TS21 3TD
Berry Beumer - Chief Operating Ofﬁcer
Lawrence Kinet - Non-Executive Director
Jerel Whittingham - Non-Executive Director
Christopher Wilks - Non-Executive Director

For the attention of Shareholders and, for information only, option holders and warrant holders

12 February 2021

Dear Shareholder

Firm Placing of 66,666,667 New Ordinary Shares at 15 pence per share Open Offer of up to 20,288,064 New Ordinary Shares at 15 pence per share and

Notice of General Meeting

1. Introduction

The Company has today announced a conditional Firm Placing to raise £10.0 million by the issue and allotment by the Company of 66,666,667 Ordinary Shares at the Offer Price of 15 pence per Ordinary Share.

In addition, in order to provide Shareholders with an opportunity to participate in the proposed issue of new Ordinary Shares, the Company is providing all Qualifying Shareholders with the opportunity to subscribe at the Offer Price for an aggregate of up to 20,288,064 Offer Shares, to raise up to approximately £3.0 million, on the basis of 1 new Ordinary Share for every 17 Existing Ordinary Shares held by each Qualifying Shareholder.

The Open Offer provides Qualifying Shareholders with an opportunity to participate in the proposed issue of new Ordinary Shares whilst providing the Company with additional capital to invest in the business of the Group.

The Offer Price is at a discount of 23.7 per cent. to the closing middle market price of 19.65 pence per Existing Ordinary Share on 11 February 2021 (being the last practicable date before publication of this document).

The Firm Placing and Open Offer are conditional, inter alia, upon Shareholders approving the Resolutions at the General Meeting that will grant to the Directors the authority to allot the New Ordinary Shares and the power to disapply statutory pre-emption rights in respect of the New Ordinary Shares. The Resolutions are contained in the Notice of General Meeting at the end of this document. Admission is expected to occur no later than 8.00 a.m. on 2 March 2021 or such later time and/or dates as Cenkos Securities and the Company may agree. The Firm Placing and Open Offer are not underwritten.

The purpose of this document is to explain the background to and reasons for the Firm Placing and Open Offer, the use of proceeds, the details of the Firm Placing and Open Offer and to recommend that Shareholders vote in favour of the Resolutions.

2. Summary of Kromek Group plc

Kromek is a UK technology company that provides high-performance radiation detection products into three high-value global markets: medical imaging, nuclear detection and security screening. These radiation detection products are primarily based on Kromek's proprietary CZT technology that signiﬁcantly enhances imaging quality. In addition, the Group is developing technology and products in a new market segment of bio-security for the detection of airborne bacteria and viruses including COVID-19.

The Group designs, develops and produces x-ray and gamma ray imaging and radiation detection products that provide high resolution information on material composition and structure. These products are used for multiple applications in the medical, nuclear and security screening markets, ranging from the identiﬁcation of cancerous tissues to hazardous materials, such as explosives, and the analysis of radioactive materials.

The Group's business model provides a vertically integrated technology offering to customers, from radiation detector materials to ﬁnished products or detectors, including software, electronics and application speciﬁc integrated circuits.

The Group has operations in the UK (Durham and Huddersﬁeld) and the US (California and Pennsylvania) and sells to 50 countries across the world through a combination of distributors and direct to OEMs. The Group's facility in Pennsylvania has been recently purpose built and designed to be a world-class manufacturing base to produce medical imaging products.

As announced in the Group's interim results on 13 January 2021, Kromek delivered a resilient performance for the ﬁrst half of the ﬁnancial year against the backdrop of halted deliveries and reduced manufacturing capacity, as a result of the COVID-19 pandemic. The Board was also pleased to announce that orders and shipments are resuming after the pandemic related disruption and, as such, management expects there to be a signiﬁcant increase in H2 2020/21 revenue over H1 2020/21. Kromek has visibility over approximately £10.2 million and £14.9 million revenue for the ﬁnancial year ended 30 April 2021 and 30 April 2022 respectively.

3. Background to and reasons for the Firm Placing and Open Offer

The Group has entered the second half of the year with an extensive commercial pipeline and is experiencing a rebound in commercial activity.

The Group has invested signiﬁcantly in capacity over the past two years and the Directors believe that the commercial opportunities presented in both the medical and nuclear markets remain signiﬁcant. In addition, the Group has made substantial progress in the development of an automated bio-detection system capable of detecting airborne pathogens. In situ trials are expected to commence during the second half of the year and the Directors believe that this new market segment could present a signiﬁcant commercial opportunity in the short to medium term.

While the Directors believe that current cash levels could see the business trade successfully into FY22, they consider that there is limited capacity to exploit new opportunities and that the proceeds from the Transaction will help the business scale up and accelerate new commercial opportunities across all markets, as outlined below, as well as providing strength to the balance sheet.

Medical Imaging

Kromek has established itself as a key supplier of CZT-based detector modules for medical imaging and the Board believes that this area represents a signiﬁcant market opportunity for the Group, supported by fundamental long-term drivers. By adopting Kromek's CZT detector platforms, OEMs are able to signiﬁcantly improve the quality of medical imaging with lower radiation doses and at reduced cost. In particular, the Group's detector solutions are increasingly being adopted for single photon emission computed tomography ("SPECT") and, more speciﬁcally, molecular breast imaging ("MBI") applications, which are key target areas for future growth.

With GE Healthcare bringing CZT-based fully body SPECT imaging equipment to the market in 2019, the Directors believe the other tier 1 OEMs will soon follow suit. The Directors believe that Kromek is well-placed to beneﬁt from this adoption, as one of only two independent providers of CZT, with none of the major OEMs (excluding GE Healthcare) having in-house capabilities. In addition, Kromek is already the exclusive CZT supplier to a major (tier 2) OEM under an approximately seven-year $58m contract signed in 2019.

Progress has continued to be made on the development of Kromek's ultra-low dose MBI technology based on its CZT-based SPECT detectors, with a product now entering the prototype validation phase. This technology can signiﬁcantly improve the early detection of breast cancer in women with dense breast tissue, which, the Directors believe, will positively impact patient outcomes and potentially reduce cost of treatment. Kromek is working alongside partners in the Newcastle-upon-Tyne Hospitals NHS Foundation Trust in the UK and an OEM partner.

Last year the Group entered a new area of medical application for its CZT-based detectors: improving patient outcomes from cancer surgery. The Group has commenced development, in partnership with Adaptix Ltd and the University of Manchester, of a new system that will distinguish between healthy and non-healthy tissue, enabling surgeons to conﬁdently remove the minimum amount of healthy tissue and reducing the risks of multiple surgeries and of the cancer spreading.

Additionally, the Directors believe that computed tomography ("CT") will become a key segment for the Group in the coming years as this market transitions to CZT-based technology.

The Directors estimate that the addressable market in the Group's medical imaging segments of gamma probes (radio guided surgery), bone mineral densitometry (osteoporosis detection), SPECT (cancer detection) are USD 1.6 million, USD 20 million, USD 110 million. Additionally, the Directors estimate the CT (heart disease detection) market to be signiﬁcant and larger than the SPECT market. Accordingly, the Directors intend to invest to expand sales and marketing for the Group's medical imaging division.

Nuclear Detection Nuclear Security

Kromek's D3S platform is widely deployed as a networked solution to protect cities, buildings or critical infrastructure against the security threat of 'dirty bombs'. This family of high-performance handheld nuclear detectors was originally developed through a programme of the Defense Advanced Research Projects Agency ("DARPA"), an agency of the US Department of Defense. The D3S has now been fully commercialised and continues to attract orders from businesses and government agencies around the world - and has now been sold in more than 25 countries.

The Group has continued to build out the functionality of the D3S range and expand its commercial footprint. To date, over 10,000 detectors have been shipped with in excess of 2.5 billion recorded data points being acquired. Based on currently visible procurement programmes between 2021 and 2025, the Board believes that the total addressable market for the Group's product portfolio is in excess of USD 500 million. The Group's nuclear detection products have a wide addressable market with typically shorter development cycles enabling commercial opportunities to rapidly emerge.

Civil Nuclear

Kromek provides a range of high-resolution detectors and measurement systems used for civil nuclear applications, primarily in nuclear power plants and research, to customers across Europe, the US and Asia. The Group has continued to win repeat business from its current customers and the Board is pleased that the pipeline of enquiries and orders in this segment has remained robust into the second half of this year. In particular, following a successful online product demonstration of its drone-based radiation mapping system, the Group has seen widening interest for this product from a range of new sectors, including mining and waste management.

The Directors intend to utilise certain of the proceeds of the Transaction to expand the sales and marketing capability for the Group's nuclear detection business.

Biological-Threat Detection

The outbreak of COVID-19 has exposed the world to the severity of biological threats and their potential impact on public health and the global economy, and has demonstrated the need to rapidly evolve bio-security systems and associated technologies. As a result, Kromek has been signiﬁcantly progressing its activities in this market.

Under a DARPA-funded programme that was established to combat bioterrorism, Kromek is developing a biological-threat detection solution that is intended to form part of a mobile wide-area bio-surveillance system. This was accelerated during the ﬁrst half of 2020/21 with the award of acontract extension by DARPA worth up to $5.2m. Kromek's technology enables the automated detection and identiﬁcation of airborne pathogens and virus mutations using DNA sequencing. Under the DARPA programme, the system is intended to be deployed in an urban environment via a vehicle-mounted biological-threat identiﬁer system that is also capable of being located in high footfall areas such as hospitals mass-transportation hubs including airports and entertainment venues.

Furthermore, the Group recently announced that it had commenced a £1.25 million programme, funded by Innovate UK, to develop and pilot a system, based on its bio-detection technology, that is focused on the detection of COVID-19 and that is designed to support identiﬁed end-use cases. Kromek is currently engaging with potential customers for the system to develop deployment models and identify how it can best ﬁt their needs. The Group will provide customisation of the system ahead of piloting - with airport and hospital pilots expected to commence by the end of this ﬁnancial year. The Group anticipates successful pilots will result in commercial deployment in 2021/ 22.

The Directors intend to use some of the net proceeds of the Transaction to de-risk and ﬁnalise the best commercialisation route for its bio-security technology. The Group may also consider forming strategic or ﬁnancial partnerships to further accelerate the time to market for this technology.

Security Screening

In security screening, the Group provides OEM and government customers with components and systems for the scanning of cabin baggage, hold baggage and cargo. Kromek's bottle scanner product, for the detection of dangerous materials in liquids, is also installed in 55 airports in 12 countries. While there has been a slowdown in security screening activity as a result of the impact of COVID-19 on the travel industry, Kromek has continued to receive new orders as well as advance its development programmes that it expects to result in commercial adoption and integration of its technology in multiple baggage screening products. In addition, it has been awarded multiple contracts in recent years with delivery timetables extending into next year and beyond. The Group continues to pursue opportunities in this market, where its technologies can meet the high-performance standards demanded by customers, to ensure passenger safety while increasing the convenience and efﬁciency of the security screening process.

4. Use of proceeds

The Group has conditionally raised £10 million before expenses through the Firm Placing and, subject to take up, may raise up to a further £3 million before expenses under the Open Offer. The estimate of expenses for the Transaction is expected to be approximately up to £795,000 assuming the Open Offer is fully subscribed.

The Group expects to deploy the net proceeds as follows:

* 20-25 per cent. to de-risk and commercialise bio-security/pathogen detectors and increase the rate of commercialisation;
* 15-20 per cent. to expand sales and marketing for the Group's nuclear detection and medical imaging activities; and
* 55-65 per cent. to strengthen the balance sheet and provide the Group with ﬂexibility to address and capitalise on the current and emerging opportunities.

5. Current Trading and Prospects

The Group announced its Interim Results for the 6 month period ended 31 October 2020 on 13 January 2021. Since that date the Group has traded in line with management's expectations.

6. The Firm Placing and Open Offer Details of the Firm Placing

The Company has conditionally raised £10.0 million before expenses through the Firm Placing of 66,666,667 Firm Placing Shares at the Offer Price to the Firm Placees.

The Firm Placing is conditional, inter alia, upon:

(i) the passing of all of the Resolutions;
(ii) the Firm Placing and Open Offer Agreement becoming or being declared unconditional in all respects and not having been terminated in accordance with its terms prior to Admission; and

(iii) Admission becoming effective by no later than 8.00 a.m. on 2 March 2021 or such later time and/or date (being no later than 8.00 a.m. on 16 March 2021) as Cenkos Securities and the Company may agree.

If any of the conditions are not satisﬁed, the New Ordinary Shares will not be issued and all monies received from the Firm Placees and Qualifying Shareholders will be returned to them (at the Firm Placees' and Qualifying Shareholders' risk and without interest) as soon as possible thereafter.

The Firm Placing Shares are not subject to clawback.

The Firm Placing Shares (and the Offer Shares) will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of their issue.

Application will be made to the London Stock Exchange for the Admission of the New Ordinary Shares to trading on AIM. On the assumption that, inter alia, the Resolutions are passed, it is expected that Admission will occur and that dealings will commence at 8.00 a.m. on 2 March 2021 at which time it is also expected that the Firm Placing Shares will be enabled for settlement in CREST.

Details of the Open Offer

The Company is proposing to raise up to approximately £3.0 million before expenses pursuant to the Open Offer. A total of 20,288,064 new Ordinary Shares are available to Qualifying Shareholders pursuant to the Open Offer at the Offer Price, payable in full on acceptance. Any Offer Shares not subscribed for by Qualifying Shareholders will be available to Qualifying Shareholders under the Excess Application Facility. The balance of any Offer Shares not subscribed for under the Excess Application Facility will not be available to Firm Placees under the Firm Placing.

Qualifying Shareholders may apply for Offer Shares under the Open Offer at the Offer Price on the following basis:

1 Offer Share for every 17 Existing Ordinary Shares and in such proportion for any number of Existing Ordinary Shares held on the Record Date.

Entitlements of Qualifying Shareholders will be rounded down to the nearest whole number of Offer Shares. Fractional entitlements which would otherwise arise will not be issued to the Qualifying Shareholders but will be aggregated and made available under the Excess Application Facility. The Excess Application Facility enables Qualifying Shareholders to apply for Excess Shares in excess of their Open Offer Entitlement. Not all Shareholders will be Qualifying Shareholders. Shareholders who are located in, or are citizens of, or have a registered ofﬁce in certain overseas jurisdictions will not qualify to participate in the Open Offer. The attention of Overseas Shareholders is drawn to paragraph 6 of Part 3 of this document.

Valid applications by Qualifying Non-CREST Shareholders will be satisﬁed in full up to their Open Offer Entitlements as shown on the Application Form. Applicants can apply for less or more than their entitlements under the Open Offer but the Company cannot guarantee that any application for Excess Shares under the Excess Application Facility will be satisﬁed as this will depend in part on the extent to which other Qualifying Shareholders apply for less than or more than their own Open Offer Entitlements. The Company may satisfy valid applications for Excess Shares of applicants in whole or in part but reserves the right not to satisfy any excess above any Open Offer Entitlement. The Board may scale back applications made in excess of Open Offer Entitlements pro rata to thenumber of excess shares applied for by Qualifying Shareholders under the Excess Application Facility.

Application has been made for the Open Offer Entitlements to be admitted to CREST. It is expected that such Open Offer Entitlements will be credited to CREST on 15 February 2021. The Open Offer Entitlements will be enabled for settlement in CREST until 11.00 a.m. on 26 February 2021. Applications through the CREST system may only be made by the Qualifying CREST Shareholder originally entitled or by a person entitled by virtue of bona ﬁde market claims. The Offer Shares must be paid in full on application. The latest time and date for receipt of completed Application Forms or CREST applications and payment in respect of the Open Offer is 11.00 a.m. on 26 February 2021.

Qualifying Shareholders should note that the Open Offer is not a rights issue and therefore the Offer Shares which are not applied for by Qualifying Shareholders will not be sold in the market for the beneﬁt of the Qualifying Shareholders who do not apply under the Open Offer. The Application Form is not a document of title and cannot be traded or otherwise transferred.

Further details of the Open Offer and the terms and conditions on which it is being made, including the procedure for application and payment, are contained in Part 3 of this document and on the accompanying Application Form.

The Open Offer is conditional on the Firm Placing becoming or being declared unconditional in all respects and not being terminated before Admission (as the case may be). The principal conditions to the Firm Placing are:

(a) the passing of all of the Resolutions at the General Meeting;
(b) the Firm Placing and Open Offer Agreement having become unconditional; and
(c) Admission becoming effective by no later than 8.00 a.m. on 2 March 2021 or such later time and/or date (being no later than 8.00 a.m. on 16 March 2021) as Cenkos Securities and the Company may agree.

Accordingly, if these conditions are not satisﬁed or waived (where capable of waiver), the Open Offer will not proceed and the Offer Shares will not be issued and all monies received by Link Group will be returned to the applicants (at the applicants' risk and without interest) as soon as possible thereafter. Any Open Offer Entitlements admitted to CREST will thereafter be disabled.

The Offer Shares (and the Firm Placing Shares) will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of their issue.

The Existing Ordinary Shares are admitted to trading on AIM. Application will be made to the London Stock Exchange for the admission of the Offer Shares to trading on AIM. It is expected that Admission will occur and that dealings will commence at 8.00 a.m. on 2 March 2021 at which time it is also expected that the Offer Shares will be enabled for settlement in CREST.

Firm Placing and Open Offer Agreement

Pursuant to the Firm Placing and Open Offer Agreement, Cenkos Securities have agreed to use its reasonable endeavours as agent of the Company to procure subscribers for the Firm Placing Shares at the Offer Price.

The Firm Placing and Open Offer Agreement provides, inter alia, for payment by the Company to Cenkos Securities of a corporate ﬁnance fee and commissions based on certain percentages related to the number of Firm Placing Shares placed by Cenkos Securities and issued Offer Shares, multiplied by the Offer Price.

The Company will bear all other expenses of and incidental to the Firm Placing and Open Offer, including printing costs, registrar's and Receiving Agent's fees, all legal and accounting fees of the Company and of Cenkos Securities, all stamp duty and other taxes and duties where payable.

The Firm Placing and Open Offer Agreement contains certain warranties and indemnities from the Company in favour of Cenkos Securities and is conditional, inter alia, upon:

(a) Shareholder approval of the Resolutions at the General Meeting;
(b) the Firm Placing and Open Offer Agreement having become unconditional in all respects (save for the condition relating to Admission) and not having been terminated in accordance with its terms; and
(c) Admission becoming effective not later than 8.00 a.m. on 2 March 2021 or such later time and/or date as the Company and Cenkos Securities may agree, being not later than 16 March 2021.

Cenkos Securities may terminate the Firm Placing and Open Offer Agreement in certain circumstances, if, inter alia, there is a material adverse change in the condition, earnings, business, operations or solvency of the Company; or if there is a material adverse change in the ﬁnancial, political, economic or stock market conditions, which in its reasonable opinion makes it impractical or inadvisable to proceed with the Firm Placing and Open Offer.

Directors' and related parties' participation in the Transaction

Rakesh Sharma, Arnab Basu, Paul Farquhar and Lawrence Kinet are directors of the Company and are participating in the Transaction therefore their participation in the Directors' Subscription will be a related party transaction. The independent Directors, having consulted with Cenkos Securities as the Company's nominated adviser, consider the terms of Directors' Subscription to be fair and reasonable insofar as the Shareholders are concerned. Details of the Director intentions are set out below:

Percentage of

Ordinary

Shares heldMaximum number of

following the Firm Placing,Number of

Number of

Ordinary Shares held asa percentage ofValue of Placing and Open Offer

Number of

Placing

Directors' Subscription Shares to be

Ordinary Shares held following the Firm Placing,

Directors' Subscription and Open

Shares to be subscribed for

Directors'

Offer assuming theNumber ofthe Existing intended to beName

Role

Ordinary Shares held

Ordinary subscribed forShares

(£)applied for in the Firm Placing

in theSubscription Open Offer is

Directors' Subscriptionand Open

Offerfully subscribed

Rakesh Sharma .... Arnab Basu .......... Paul Farquhar .......

Chairman

178,454

CEO 2,972,000

CFOLawrence Kinet .... Non-Executive

- 300,000

0.05 0.86 - 0.09

19,988 2,513

- 133,250 311,704 0.07
- 16,750 2,988,750 0.69

9,975 66,5001

7,500

- 50,000

66,500 0.02 350,000 0.08

Director

-----

1 Includes subscriptions by family, as deﬁned in the AIM rules for Companies.

Transaction Considerations

As set out in the Recommendation section below, the Directors believe the Transaction to be in the best interests of the Company and its Shareholders as a whole. In making this statement the Directors have spent time, and have taken appropriate advice, in considering the Transaction and the method by which to raise the net proceeds. The Directors concluded that a Firm Placing accompanied by an Open Offer was the most appropriate structure to raise funding for the following reasons:

- the Firm Placing enables the Company to attract a number of new investors to its shareholder register, which the Directors expect will improve liquidity going forward, and also to provide an element of funding certainty within the Transaction; and
- the Open Offer of up to approximately £3.0 million enables all Qualifying Shareholders to participate in the Transaction on the same terms as institutional and new investors but without the time and costs associated with a full pre-emptive offer. A full pre-emptive offer, either via a rights issue or open offer, of greater than €8.0 million would have required the Company to have produced a prospectus which would have taken signiﬁcant time and cost.

The Offer Price represents a discount of 23.7 per cent. to the closing mid-market price of the Ordinary Shares on 11 February 2021, being the latest practicable date prior to the publication of this document. The Directors can conﬁrm the Offer Price, and therefore potential dilution forShareholders, has been a key consideration in setting the amount raised as part of the Transaction and the decision to undertake an Open Offer. The Offer Price was established as part of a book building process undertaken by the Company's advisors and also following consultation with certain substantial Shareholders and incoming investors.

7. Overseas Shareholders

The attention of Qualifying Shareholders who have registered addresses outside the United Kingdom, or who are citizens or residents of countries other than the United Kingdom, or who are holding Existing Ordinary Shares for the beneﬁt of such persons, (including, without limitation, custodians, nominees, trustees and agents) or who have a contractual or other legal obligation to forward this document or the Application Form to such persons, is drawn to the information which appears in paragraph 6 of Part 3 of this document.

In particular, Qualifying Shareholders who have registered addresses in or who are resident in, or who are citizens of, countries other than the United Kingdom (including without limitation the United States of America), should consult their professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to take up their entitlements under the Open Offer.

8. Risk Factors and additional information

The attention of Shareholders is drawn to the risk factors set out in Part 2 and the information contained in Parts 3 and 4 of this document, which provide additional information on the Open Offer.

9. General Meeting

The Directors do not currently have authority to allot all of the New Ordinary Shares and, accordingly, the Board is seeking the approval of Shareholders to allot the New Ordinary Shares at the General Meeting.

A notice convening the General Meeting, which is to be held at NETPark, Thomas Wright Way, Sedgeﬁeld, TS21 3FD, at 12.00 p.m. on 1 March 2021, is set out at the end of this document. In light of the UK Government's Covid-19 safety precautions, the Directors have taken the decision to hold the General Meeting as a closed meeting and shareholders will not be permitted to attend. The Company will ensure the legal requirements to hold the meeting are satisﬁed with a minimum number of directors in attendance. The meeting will be a formal vote only. Shareholders are encouraged to submit their proxy votes in advance of the meeting. Details of how to do this are set out in the notes contained with the notice of General Meeting. At the General Meeting, the following Resolutions will be proposed:

* Resolution 1 which is an ordinary resolution to authorise the Directors to allot relevant securities up to an aggregate nominal amount of £869,547.31 being equal to 86,954,731 New Ordinary Shares (i.e. the maximum number of New Ordinary Shares available under the Firm Placing and Open Offer); and
* Resolution 2 which is conditional on the passing of Resolution 1 and is a special resolution to authorise the Directors to issue and allot 86,954,731 New Ordinary Shares pursuant to the Firm Placing and Open Offer on a non-pre-emptive basis.

The authorities to be granted pursuant to the Resolutions shall expire on whichever is the earlier of the conclusion of the Annual General Meeting of the Company to be held in 2021 or the date falling 6 months from the date of the passing of the Resolutions (unless renewed varied or revoked by the Company prior to or on that date) and shall be in addition to the Directors' authorities to allot relevant securities and dis-apply statutory pre-emption rights granted at the Company's Annual General Meeting held on 31 October 2020.

11. Action to be taken

In respect of the General Meeting

Please check that you have received the following with this document:

a Form of Proxy for use in relation to the General Meeting; and

a reply-paid envelope for use in connection with the return of the Form of Proxy (in the UK only).

In light of the UK Government's Covid-19 safety precautions, the Directors have taken the decision to hold the General Meeting as a closed meeting and shareholders will not be permitted to attend. Shareholders are strongly urged to register their votes in advance by appointing the Chairman of the General Meeting as their proxy (and not any other person). It is not recommended that shareholders appoint any other person as their proxy as they will not be able to participate in the General Meeting and the shareholder's vote(s) will not be counted. You are strongly encouraged to complete, sign and return your Form of Proxy in accordance with the instructions printed thereon so as to be received, by post or, during normal business hours only, by hand to Link Group, PXS 1, 34 Beckenham Road, Beckenham, Kent, BR3 4ZF, as soon as possible but in any event so as to arrive by not later than 12.00 p.m. on 25 February 2021 (or, in the case of an adjournment of the General Meeting, not later than 48 hours before the time ﬁxed for the holding of the adjourned meeting (excluding any part of a day that is not a business day).

Appointing a proxy in accordance with the instructions set out above will enable your vote to be counted at the General Meeting. Shareholders will not be permitted to attend the General Meeting.

In respect of the Open Offer

Qualifying non-CREST Shareholders wishing to apply for Offer Shares or the Excess Shares must complete the enclosed Application Form in accordance with the instructions set out in paragraph 3.1 of Part 3 (Terms and Conditions of the Open Offer) of this document and on the accompanying Application Form and return it with the appropriate payment to Link Group at Link Group, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, so as to arrive no later than 11.00 a.m. on 26 February 2021.

If you do not wish to apply for any Offer Shares under the Open Offer, you should not complete or return the Application Form. Shareholders are nevertheless requested to complete and return the Form of Proxy.

If you are a Qualifying CREST Shareholder, no Application Form will be sent to you. Qualifying CREST Shareholders will have Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to their stock accounts in CREST. You should refer to the procedure for application set out in paragraph 3.2 of Part 3 (Terms and Conditions of the Open Offer) of this document. The relevant CREST instructions must have settled in accordance with the instructions in paragraph 3.2 of Part 3 of this document by no later than 11.00 a.m. on 26 February 2021.

Qualifying CREST Shareholders who are CREST sponsored members should refer to their CREST sponsors regarding the action to be taken in connection with this document and the Open Offer.

12. Recommendation

The Directors believe that the Transaction and the passing of the Resolutions are in the best interests of the Company and Shareholders, taken as a whole. Accordingly, the Directors unanimously recommend Shareholders vote in favour of the Resolutions, as they intend to do so in respect of their beneﬁcial holdings amounting to 3,990,344 Ordinary Shares, representing approximately 1.16 per cent. of the Existing Ordinary Shares.

The Transaction is conditional, inter alia, upon the passing of the Resolutions at the General Meeting. Shareholders should be aware that if the Resolutions are not approved at the General Meeting, the Transaction will not proceed.

Yours faithfully

Rakesh Sharma Chairman

PART 2

RISK FACTORS

An investment in the Company is subject to a number of risks and uncertainties. Accordingly, in evaluating whether to make an investment in the Company potential investors should consider carefully all of the information set out in this document and the risks attaching to an investment in the Company, including (but not limited to) the risk factors described below, before making any investment decision with respect to the shares. The risk factors described below do not purport to be an exhaustive list and do not necessarily comprise all of the risks to which the Company is exposed or all those associated with an investment in the Company. In particular, the Company's performance is likely to be affected by changes in market and/or economic conditions and in legal, accounting, regulatory and tax requirements. The risk factors described below are not intended to be presented in any assumed order of priority. Additional risks and uncertainties not presently known to the Directors, or which the Directors currently deem immaterial, may also have an adverse effect upon the Company. If any of the following risks were to materialise, the Group's business, ﬁnancial condition, results, prospects and/or future operations may be materially adversely affected. In such case, the value of the shares may decline and an investor may lose all or part of their investment.

GENERAL RISKS

An investment in the Company is only suitable for investors capable of evaluating the risks and merits of such investment and who have sufﬁcient resources to bear any loss that may result from the investment. A prospective investor should consider with care whether an investment in the Company is suitable for him in the light of his personal circumstances and the ﬁnancial resources available to him. The investment opportunity offered in this document may not be suitable for all recipients of this document. Investors are therefore strongly recommended to consult an investment adviser authorised under FSMA, or such other similar body in their jurisdiction, who specialises in advising on investments of this nature before making their decision to invest.

Investment in the Company should not be regarded as short-term in nature. There can be no guarantee that any appreciation in the value of the Company's investments will occur or that the commercial objectives of the Company will be achieved. Investors may not get back the full amount initially invested.

The prices of shares and the income derived from them can go down as well as up. Past performance is not necessarily a guide to the future.

Dilution of ownership of Ordinary Shares

Shareholders' (who do not participate in the Transaction) proportionate ownership and voting interest in the Company will be reduced pursuant to the Transaction. In particular, to the extent that Shareholders do not take up the offer of Offer Shares under the Open Offer, their proportionate ownership and voting interest in the Company will be further reduced and the percentage that their shareholdings represent of the ordinary share capital of the Company will, following Admission, be reduced accordingly. Shareholders' proportionate ownership and voting interest in the Company will be diluted by 16.2 per cent. post the Firm Placing and by 20.1 per cent. if they do not take up their entitlements under the Open Offer, assuming there is full take up of the Open Offer Shares. Subject to certain exceptions, Shareholders in the United States and other Restricted Jurisdictions will not be able to participate in the Open Offer.

Shareholders should note that their holdings and voting interest in the Company will be reduced, whether or not they elect to participate in the Open Offer, as a result of the Firm Placing.

RISKS RELATING TO THE GROUP

Covid-19 Pandemic

The Company experienced a period of disruption in 2020 caused by the Covid-19 pandemic and the ongoing nature and uncertainty of the pandemic in many countries including the measures and restrictions put in place (travel bans and quarantining in particular) continue to have the ability toimpact the Company's business continuity, workforce, supply-chain, business development and, consequently, future revenues.

Importance of the Vote

Shareholders should be aware that if the Resolutions relating to the Transaction are not approved at the General Meeting and Admission does not take place, the net proceeds of the Transaction will not be received by the Company. In the event that the net proceeds of the Transaction are not received by the Company, the Directors may need to secure ongoing working capital funds for the Group or take strategic action to reduce the ongoing losses of the Group.

The Group has historically been loss making and its future capital needs are uncertain and may necessitate the need to raise additional funds in the future

The Group has historically been loss making and there can be no certainty when, or if, proﬁtability or positive operating cash ﬂow will be achieved. Further the Group cannot be certain of its future ﬁnancing needs or that suitable ﬁnancing will be available in the required amounts or on acceptable terms. The Group's future capital needs, and other business reasons at that time, may require the Company to issue additional equity or obtain a credit facility. If additional equity or equity-linked securities were to be issued this may result in the dilution of existing shareholders' holdings. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and ﬁnancing covenants that would restrict the Group's operations or the Group's ability to pay dividends to Shareholders or, in the worst scenario, it may not be able to continue operations.

A strengthened balance sheet provides no certainty of the Group securing contracts with OEMs The Group believes that its ability to secure contracts with multinational OEMs is, on occasion, compromised by the strength of the Group's balance sheet. Whilst the Group believe that the proceeds from the Transaction will give potential OEM customers greater comfort over the Group's cash position, there can be no assurance that this will lead to contracts being secured.

Protection of Intellectual Property

The Group's success and ability to compete effectively are in large part dependent upon exploitation of proprietary technologies that the Group has developed internally, the Group's ability to protect and enforce its intellectual property rights so as to preserve its exclusive rights in respect of its technologies, and its ability to preserve the conﬁdentiality of its know-how. The Group relies primarily on patent laws to protect its intellectual property rights. Worldwide, the Group has 246 patents granted.

There can be no assurance that patents pending or future patent applications will be issued, nor that the lack of any such patents will not have a material adverse effect on the Group's ability to develop and market its proposed products, or that, if issued, Kromek would have the resources to protect any such issued patent from infringement. Also, no assurance can be given that the Group will develop products which are patentable or that patents will be sufﬁciently broad in their scope to provide protection for the Group's intellectual property rights against third parties. Nor can there be any assurance as to the ownership, validity or scope of any patents which have been, or may in the future be, issued to the Group or that claims with respect thereto would not be asserted by other parties. Furthermore, the Group chooses not to patent much of the technology that is important to its business as the Group sometimes prefers to keep, on occasion, trade secrets.

To date, the Group has also relied on copyright, trademark and trade secret laws, as well as conﬁdentiality procedures, non-compete and/or work for hire invention assignment agreements and licensing arrangements with its employees, consultants, contractors, customers and vendors, to establish and protect its rights to its technology and, to the best extent possible, control the access to and distribution of its technology, software, documentation and other proprietary information. Despite these precautions, it may be possible for a third party to copy or otherwise obtain and use its technology without authorisation.

Once granted, a patent can be challenged both in the patent ofﬁce and in the courts by third parties. Third parties can bring material and arguments which the patent ofﬁce granting the patent may not have seen. Therefore, issued patents may be found by a court of law or by the patent ofﬁce to be invalid or unenforceable or in need of further restriction.

A third party may infringe the Group's intellectual property rights

Policing unauthorised use of this technology is difﬁcult and expensive. There can be no assurance that the steps the Group takes will prevent misappropriation of, or prevent an unauthorised third party from obtaining or using, the technologies Kromek relies on. In addition, effective protection may be unavailable or limited in some jurisdictions. Any misappropriation of the Group's proprietary technology and intellectual property could have a negative impact on the Group's business and its operating results. Litigation may be necessary in the future to enforce or protect the Group's rights or to determine the validity or scope of the proprietary rights of others. Litigation could cause the Group to incur substantial costs and divert resources and management attention away from its daily business and there can be no guarantees as to the outcome of any such litigation.

The Group may inadvertently infringe a third party's intellectual property rights

Although the Group believes that its technologies do not currently infringe upon patents held by others, no assurance can be given that such infringements do not exist or will not exist in the future. The Group may be unaware of ﬁled patent applications and issued patents that could include claims covering Kromek's products. There is a risk that the Group may inadvertently infringe a patent held by another party. In order to mitigate this risk, Kromek engages external patent attorneys and technical consultants when appropriate. Further, there can be no assurances that others have not developed or will not develop similar or competing products, duplicate any of the products of the Group or design around any pending patent application or patents (if any) subsequently granted in favour of the Group. Parties making claims of infringement may be able to obtain injunctive or other equitable relief that could effectively block Group's ability to sell or supply its products or license its technology and could cause the Group to pay substantial royalties, licensing fees or damages or incur substantial costs in redesigning those products that contain the allegedly infringing intellectual property or in obtaining alternative technology. There can be no assurance that the Group will be able to obtain alternative technology on a timely basis or, if any licences are required, that the Group will be able to obtain any such licence on commercially favourable terms, if at all. This may have a material adverse effect on the Group and its ability to compete.

The defence of any lawsuit could divert management's efforts and attention from ordinary business operations and result in time-consuming and expensive litigation, regardless of the merits of such claims, which could materially and adversely affect the Group's business, results of operations and ﬁnancial condition. Any potential intellectual property litigation could also force the Group to lose the opportunity to license its technology to others or to collect royalty payments based upon successful protection and assertion of its intellectual property against others. In addition, the Group may be required to develop alternative non-infringing solutions that may require signiﬁcant time and substantial unanticipated resources. There can be no assurance that such claims will not have a material adverse effect on the Group's business, ﬁnancial condition or results.

Dependence on key executives and personnel

The Group's development and prospects are dependent upon training and retaining qualiﬁed professional, scientiﬁc and technical operating staff. In particular, the Group's success depends to a signiﬁcant degree upon the vision, technical and specialist skills, experience, performance, and continued service of its Directors, senior management and other key personnel. Whilst the Group has entered into contractual arrangements with these individuals with the aim of securing the services of each of them, retention of these services cannot be guaranteed and the loss of the services of any of the Directors, senior management or key personnel may have a material adverse effect on the Group and its commercial and ﬁnancial performance, and damage the value of an investment in the Ordinary Shares.

Ability to recruit and retain skilled personnel

The ability to continue to attract and retain employees with the appropriate expertise and skills cannot be guaranteed. Finding and hiring any additional personnel and replacements could be costly and might require the Group to grant signiﬁcant equity awards or other incentive compensation, which could adversely impact its ﬁnancial results, and there can be no assurance that the Group will have sufﬁcient ﬁnancial resources. Effective product development and innovation, upon which Kromek's success is dependent, is in turn dependent upon attracting and retaining talented technical, engineering and marketing personnel, who represent a signiﬁcant asset andserve as the source of Kromek's technological and product innovations. In addition, to expand Kromek's customer base and increase sales, the Group will need to hire additional qualiﬁed sales personnel. If the Group is unable to hire, train and retain such personnel in a timely manner, the development and introduction of the Group's products could be delayed and its ability to sell its products and otherwise to grow its business will be impaired and the delay and inability may have a detrimental effect upon the performance of the Group.

The Group is at an early stage of operations

The Group is at a relatively early stage of its commercial development. The Group's future success will depend on the ability of the Directors to implement its objectives and strategy. Whilst the Directors are conﬁdent about the Group's prospects, there is no certainty that anticipated revenues or growth can be achieved. The Group has over 7 years of trading history, as a traded company on AIM, but this may not be operating experience upon which its performance and prospects during its anticipated expansion can be properly compared and evaluated against, and it has experienced operating losses in each year since its formation. The Group's ability to become and remain proﬁtable depends on a number of factors, including, in particular, being able to ﬁnd and contract with appropriate partners and customers. The rapidly evolving markets in which Kromek sells its products, its limited experience and progress in winning partners and customers, as well as other factors, make it difﬁcult for the Group to forecast revenues accurately. As a result, the Group could experience budgeting and cash ﬂow management problems, unexpected ﬂuctuations in its results of operations and other difﬁculties, any of which would make it difﬁcult for the Group to gain and maintain proﬁtability. Potential investors should be aware of the risks associated with an investment in companies with limited trading histories. There can be no assurance that the Group will operate proﬁtably, produce a reasonable return, if any, on investment, or remain solvent. If the Group's strategy proves unsuccessful, Shareholders could lose all or part of their investment.

The Group is dependent on technology and product development

Although the Group has successfully completed the initial development of several products, which it is selling today, continued research and development of additional products will be required. There can be no assurance that any of the Group's product candidates will be successfully developed. The Group may encounter delays and incur additional development and production costs and expenses, over and above those expected by the Directors, in order to develop products at sufﬁcient quality and low enough cost for future partnership. Furthermore, there can be no assurance that any of the Group's developed products will successfully complete any applicable regulatory certiﬁcation or clinical testing process or that they will meet the regulatory and production requirements necessary for commercial distribution. If the Group's development programme is curtailed due to any of the above issues, this may have an adverse material effect on the Group's business and ﬁnancial conditions.

The Group's success and ability to compete are dependent on underlying technologies which the Group has developed or may develop in the future. There is a risk that the technology that the Group has developed or may develop in the future may not work as well as planned or that the marketing of the technology may not be as successful as the Group hopes. Further, the markets in which the Group and its customers compete or plan to compete are characterised by constantly and rapidly changing technologies and technological obsolescence. The Group's ability to compete successfully depends on the technological and creative skill of Kromek's personnel, consultants and contractors and their ability to design, develop, manufacture, assemble, test, market and support new products and enhancements on a timely and cost effective basis to satisfy the demands and expectations of customers. There is no assurance that the Group will be able to do this. Any failure to anticipate technological changes; to develop, use or procure new technologies; or to react to changes in existing technologies could materially delay its development of new products or enhancements, which could result in product obsolescence, loss of revenue opportunities, and customer migration, negatively affecting the Group's ﬁnancial results.

The Group may experience varying development cycles and up-front expenses

The development of new technologies and products generally require substantial investment and can require long development and testing periods before they are commercially viable. As a result of the varying development cycles for Kromek's products the Group may incur substantial expenses before it earns associated turnover and the Group may not ultimately achieve its forecast sales forits products. While potential customers are evaluating Kromek's products and before they place an order with the Group, Kromek may incur sales and marketing expenses and expend signiﬁcant management and engineering resources before it has any assurance of generating revenue from a particular product. The Group intends to continue to make commercially driven investments in developing new technologies and products, however it is possible that the new products may not generate the level of revenue that was initially forecast, adversely affecting the Group's ﬁnancial position.

The Group's competitors may take actions which adversely affect its ﬁnancial condition Kromek faces competition from two types of competitor: specialised companies targeting discrete markets, and divisions of large integrated device manufacturers. In addition, there is a risk that the Group's potential OEM customers may elect to undertake in-house the technology and product development that the Group currently operates for them instead of partnering with the Group. There may also be products and competitors that the Group is currently unaware of that could have a detrimental effect on the business performance of the Group following the Transaction. There is no assurance that the Group's current and future competitors will not develop superior technology, offer superior products to the Group, sell products at a lower price to the Group, or achieve greater market acceptance in the Group's target markets, or precede the Group in receiving any necessary regulatory approval, which may render one or more of the Group's technologies or products obsolete and/or otherwise uncompetitive.

Technologies and products developed by Kromek or licensees' products may have a shorter commercial life than anticipated, if any, due to the invention or development of more successful technologies or products by competitors. Competitors of the Group may have longer operating histories, greater name recognition, access to larger customer bases and signiﬁcantly greater ﬁnancial, research, development, sales and marketing, operational, manufacturing, distribution and personnel resources than the Group. As a result, the competitors may be able to respond more quickly to changing customer demands or to devote greater resources to the development, promotion and sale of their products than Kromek can, giving them a competitive advantage. While the Directors are conﬁdent that the Group's technologies and products are generally well protected by its patent portfolio and by Kromek's proprietary know-how and expertise, there can be no assurance that new technology and new competitive products or solutions will not emerge, or that they will not be equally or more attractive than the Group's products or solutions and therefore threatening Kromek's market position. There is no assurance that the Group is able to compete successfully with existing or new competitors, and if not this may have an adverse effect on the Group's business, ﬁnancial condition, and results.

Regulatory Risk

Certain target markets of the Group, such as security screening, are strongly driven by speciﬁc regulatory requirements set by Governmental or Intergovernmental Agencies in various international jurisdictions which are outside the Group's control including, but not limited to, speciﬁc levels of performance required or certiﬁcations required for deployment. Changes in either the content or timetable of any such regulatory requirements could affect the functional suitability of some of Kromek's products or adversely affect the timing or level of related product sales. Further, the nature of some of the markets addressed by the Group's products is such that their general size and growth depend to a large extent on government or other regulatory policies and decisions over which the Group has no control. Should it be the case that the Group's products become subject to further regulatory or other restrictions, then the Group may incur further research and/or development costs, or could be required to apply for regulatory approvals, that could have a material adverse effect on its ﬁnancial position or prospects.

Management of the Group's growth strategy

There can be no certainty that the Group will be able to successfully implement its stated strategy. The ability of the Group to implement its strategy in rapidly evolving and competitive markets will require effective management planning and operational controls. The Directors anticipate that signiﬁcant expansion will be required to respond to market opportunities. The Group's growth plans may place a signiﬁcant strain on the Group's management, operational, ﬁnancial and personnel resources. The Group's future growth and prospects will depend on its ability to manage this growth and to continue to expand and improve operational and ﬁnancial performance, whilst at the sametime maintaining effective cost controls. The Group's future growth may depend, in part, on its ability to identify suitable acquisition targets. There can be no assurance that any targets identiﬁed will be available at a value which makes them suitable for acquisition at the relevant time, or that third party ﬁnance required to fund the acquisition will be available on acceptable terms. Any failure to expand and improve operational, ﬁnancial and quality control systems in line with the Group's growth could have a material adverse effect on the Group's business, ﬁnancial condition and results of operation.

Market acceptance of the Group's products is uncertain

The Group's success will depend on the market acceptance and valuing of its products and there can be no guarantee that this acceptance will be forthcoming. In relation to products the Group is developing or intends to develop for the medical market, physicians will use Kromek's products only if, based on experience, clinical data, side effect proﬁles and other factors, they determine that they are preferable to other products currently in use or beneﬁcial in combination with other products. Similarly, changes in attitudes towards forms of diagnosis amongst doctors or patients may adversely affect the commercial prospects and success of the Group's products. Many other factors inﬂuence the adoption of new products, including marketing and distribution restrictions, adverse publicity, product pricing and reimbursement by third-party payers, as well as the introduction of competing products. Any restriction on the Group's ability or the ability of its partners to advertise or otherwise promote claims of superiority, or requirements to conduct additional clinical trials to provide proof of such claims, could negatively affect the sales of its products and/or its costs. The failure of the Group's products to achieve market acceptance, or the failure of a market to develop for the Group's products, could prevent Kromek from generating meaningful product revenues, and could negatively affect the Group's ﬁnancial position.

The success of the Group's present business model is, in part, dependent on third parties The Group's strategy includes co-development with, or licensing its technologies, to large OEM partners for additional product development, manufacturing and/or subsequent marketing and, consequently, the Group will be increasingly reliant on securing and retaining such partners once its products advance through the development process. The success of the present business model of the Group is, and will continue to be, in part dependent upon the establishment and continuation of satisfactory relationships with partners and the licensing of products to third parties. There can be no assurance that the Group will be able to secure such partners or that, once secured, these relationships will satisfactorily continue. Furthermore, delays in the progress of the development, manufacturing or marketing of the end product, as a result of a partner's action or inaction, may delay the receipt of product development revenues and licence fees, which could have an adverse impact upon the Group and its business.

The Group is exposed to potential product liability

Some of the Group's activities expose it to potential product liability and professional indemnity risks, as well as litigation and reputational risks, which are inherent in the development and manufacture of medical instruments for diagnostic purposes using x-ray. Any product liability claim brought against the Group, with or without merit, or marketing in speciﬁc jurisdictions could result in the increase of the Group's product liability insurance rates or the inability to secure coverage in the future. There can be no assurance that the necessary insurance cover will be available to the Group at a commercially acceptable cost or that, in the event of any claim, the level or extent of insurance carried by the Group now or in the future will be adequate, or that a product liability or other claim would not materially and/or adversely affect the business of the Group.

Contravention of environmental and safety regulation could have an adverse impact on the Group

Kromek's operations, including its development facilities, are subject to environmental and safety laws and regulations, including those governing the use of hazardous materials. The cost of compliance with these and similar future regulations could be substantial. Although the Directors believe that the Group's procedures comply with applicable regulations, the risk of accidental contamination or injury from such materials cannot be eliminated. In the event of an incident, the resulting liabilities could have an adverse impact on the Group. Similarly, many of Kromek's suppliers, collaborators and customers are subject to similar laws and regulations. Contravention of these laws and regulations by such parties could have an adverse impact on the Group.

The Group's disaster recovery plans may not be sufﬁcient

The Group depends on the performance, reliability and availability of its laboratory equipment and information technology systems. Any damage to or failure of its equipment and/or systems could result in disruptions to the Group's research and operations. The Group's disaster recovery plans may not adequately address every potential event and its insurance policies may not cover any loss in full or in part (including losses resulting from business interruptions) or damage that it suffers fully or at all, which could have a material adverse effect on the Group's business, ﬁnancial position or prospects.

The Group's counterparties may become insolvent

There is a risk that parties with whom the Group trades or has other business relationships (including partners, customers, suppliers and other parties) may become insolvent. This may be as a result of general economic conditions or factors speciﬁc to that company. In the event that a party with whom the Group trades becomes insolvent, this could have an adverse impact on the revenues and proﬁtability of the Group.

Exchange rate ﬂuctuations

As a consequence of the international nature of its business, the Group is exposed to risks associated with changes in foreign currency exchange rates on both sales and operations. The Group is based in the United Kingdom and presents its ﬁnancial statements in Pounds Sterling. However, its subsidiaries, eV Products, Inc. and NOVA R&D, Inc., are incorporated and operate in the United States and earn revenue and incur costs in United States Dollars and a large proportion of the Group's future revenues are expected to be denominated in currencies other than Pounds Sterling. Therefore, ﬂuctuations in exchange rates between currencies in which the Group operates and Pounds Sterling may have a signiﬁcant impact on the Group's reported ﬁnancial results, ﬁnancial condition and cash-ﬂows.

Financial risk

There are a number of ﬁnancial risks which are outside the control of the Group and which can affect revenues and/or costs. The Group does not fully hedge against such risks currently. These include varying international exchange rates, interest rates, world commodity prices, energy prices and supplies, raw materials prices and supplies, inﬂation and international trends in trade, tariffs and protectionism and changes in the legal and regulatory framework. The Group's operations, business and ﬁnancial performance are affected by these factors, which are beyond the control of the Group.

Tax risk

Any change in the Group's tax status or in taxation legislation in the UK could affect the Group's ability to provide returns to Shareholders. Statements in this document concerning the taxation of investors in shares are based on current law and practice, which is subject to change. The taxation of an investment in the Group depends on the individual circumstances of investors.

The nature and amount of tax which members of the Group expect to pay and the reliefs expected to be available to any member of the Group are each dependent upon a number of assumptions, any one of which may change and which would, if so changed, affect the nature and amount of tax payable and reliefs available. In particular, the nature and amount of tax payable is dependent on the availability of relief under tax treaties and is subject to changes to the tax laws or practice in any of the jurisdictions affecting the Group. Any limitation in the availability of relief under these treaties, any change in the terms of any such treaty or any changes in tax law, interpretation or practice could increase the amount of tax payable by the Group.

Risks relating to the Ordinary Shares

Suitability

An investment in the Ordinary Shares is only appropriate for investors capable of evaluating the risks (including the risk of capital loss) and merits of such investment and who have sufﬁcient resources to sustain a total loss of their investment. An investment in the Ordinary Shares should be seen as long-term in nature and complementary to investments in a range of other ﬁnancial assets and should only constitute part of a diversiﬁed investment portfolio. Potential investors should consider carefully whether investment in the Ordinary Shares is suitable for them in the light of theinformation in this document and their personal circumstances. Before making any ﬁnal decision, potential investors in any doubt should consult with an investment adviser authorised under the FSMA who specialises in advising on investments of this nature.

Trading market for the Ordinary Shares

The share price of publicly traded companies, including those listed on AIM, can be highly volatile and shareholdings illiquid. The Offer Price may not be indicative of the market price for the New Ordinary Shares following Admission. The market price of the Ordinary Shares will be inﬂuenced by a large number of factors, which could include, but not limited to, the performance of both the Group's and its competitors' businesses, variations in the operating results of the Group, divergence in ﬁnancial results from analysts' expectations, changes in earnings estimates by stock market analysts, large purchases or sales of Ordinary Shares, legislative changes and general economic, political and regulatory conditions. Prospective investors should be aware that the value of an investment in the Company may go down as well as up. Investors may therefore realise less than, or lose all of, their investment. The volume of shares traded on AIM can be limited and this may restrict the ability of Shareholders to dispose of Ordinary Shares at any particular time. It may be more difﬁcult for an investor to realise his investment in the Group than in a company whose shares are quoted on the Ofﬁcial List. The AIM Rules for Companies are less demanding than those of the Ofﬁcial List. It is emphasised that no application is being made for the admission of the Company's securities to the Ofﬁcial List.

Substantial sales of Ordinary Shares

There can be no assurance that certain Directors or other Shareholders will not elect to sell their Ordinary Shares. The market price of Ordinary Shares could decline as a result of any such sales of Ordinary Shares or as a result of the perception that these sales may occur. In addition, if these or any other sales were to occur, the Group may in the future have difﬁculty in offering Ordinary Shares at a time or at a price it deems appropriate.

The Directors are aware that certain substantial Shareholders within the Company have used their Ordinary Shares as security on debt / loan arrangements. In the event that these substantial Shareholders default on any interest or loan repayment obligations it may lead to their shareholding being sold at short notice or at or below the current market price. The Directors would expect any material sale of Ordinary Shares at short notice or at or below the current market price sale to have a negative effect on the share price of the Company.

Additional capital and dilution

The Directors do not currently anticipate that the Group will require additional capital to further its stated strategy. Nevertheless, it is possible that the Group will need or choose to raise extra capital in the future to ﬁnance the development of new products or enhancements, to develop fully the Group's business, to take advantage of acquisition opportunities or respond to new competitive pressures. If the Group is unable to obtain this ﬁnancing on terms acceptable to it then it may be forced to curtail its development. If additional funds are raised through the issue of new equity or equity-linked securities of Kromek other than on a pro rata basis to existing Shareholders, the percentage ownership of such Shareholders may be substantially diluted. There is no guarantee that the then prevailing market conditions will allow for such a fundraising or that new investors will be prepared to subscribe for Ordinary Shares at the same price as the Offer Price or higher.

Dividends

The Board's intention is for the Company to reinvest any net cash generated from operations to ﬁnance the growth and expansion of its business, and accordingly does not intend for the Company to pay any dividends in the foreseeable future. Any declaration and payment of dividends in the future by the Company will be dependent upon the Company's results, ﬁnancial position, cash requirements, future prospects, proﬁts available for distribution and other factors regarded by the Company as relevant at the time. Consequently, the Company may never pay dividends.

PART 3

TERMS AND CONDITIONS OF THE OPEN OFFER

Introduction

As explained in the letter from the Chairman set out in Part 1 of this document, the Company is proposing to raise up to approximately £13 million (approximately up to £12.2 million net of expenses) by way of the Transaction, of which up to approximately £3 million will be raised from the offer of the Offer Shares at the Offer Price to Qualifying Shareholders under the Open Offer.

The purpose of this Part 3 is to set out the terms and conditions of the Open Offer. Up to 20,288,064 new Ordinary Shares will be issued through the Open Offer. Qualifying Shareholders are being offered the right to subscribe for Offer Shares in accordance with the terms of the Open Offer. The Open Offer has not been underwritten and none of the Offer Shares have been conditionally placed with institutional or other investors.

The Record Date for entitlements under the Open Offer for Qualifying CREST Shareholders and Qualifying non-CREST Shareholders is expected to be 6.00 p.m. on 11 February 2021. Application Forms are expected to be posted to Qualifying Non-CREST Shareholders on or around 12 February 2021 and Open Offer Entitlements are expected to be credited to stock accounts of Qualifying CREST Shareholders in CREST by 15 February 2021.

Subject to availability, the Excess Application Facility will enable Qualifying Shareholders to apply for Excess Shares. Further details in relation to the Excess Application Facility are set out in Part 4 "Questions and Answers about the Open Offer" in this document and, for Qualifying Non-CREST Shareholders, the Application Form.

The latest time and date for receipt of a completed Application Form and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate) is expected to be 11.00 a.m. on 26 February 2021 with Admission and commencement of dealings in Offer Shares expected to take place at 8.00 a.m. on 2 March 2021.

This document and, for Qualifying Non-CREST Shareholders only, the Application Form contains the formal terms and conditions of the Open Offer. Your attention is drawn to paragraph 3 of this Part 3 "Terms and Conditions of the Open Offer" which gives details of the procedure for application and payment for the Offer Shares and any Excess Shares applied for pursuant to the Excess Application Facility. The attention of Overseas Shareholders is drawn to paragraph 6 of this Part 3.

The Offer Shares will, when issued and fully paid, rank equally in all respects with Existing Ordinary Shares, including the right to receive all dividends or other distributions made, paid or declared, if any, by reference to a record date after the date of their issue.

The Open Offer is an opportunity for Qualifying Shareholders to apply for up to 20,288,064 Offer Shares pro rata (excepting fractional entitlements) to their current holdings at the Offer Price in accordance with the terms of the Open Offer.

Qualifying Shareholders are also being offered the opportunity to apply for additional Offer Shares in excess of their Open Offer Entitlement to the extent that other Qualifying Shareholders do not take up their Open Offer Entitlement in full. The Excess Application Facility enables Qualifying Shareholders to apply for Excess Shares in excess of their Open Offer Entitlement as at the Record Date.

The Offer Shares have not been placed subject to clawback nor have they been underwritten. Consequently, there may be fewer than 20,88,064 Offer Shares issued pursuant to the Open Offer.

Any Qualifying Shareholder who has sold or transferred all or part of his/her registered holding(s) of Ordinary Shares prior to the Ex-entitlement Date is advised to consult his or her stockbroker, bank or other agent through or to whom the sale or transfer was effected as soon as possible since the invitation to apply for Offer Shares under the Open Offer may be a beneﬁt which may be claimed from him/her by the purchasers under the rules of the London Stock Exchange.

1. The Open Offer

Subject to the terms and conditions set out below (and, in the case of Qualifying Non-CREST Shareholders, in the Application Form), Qualifying Shareholders are being given theopportunity under the Open Offer to apply for Offer Shares at the Offer Price pro rata to their holdings as at the Record Date, payable in full on application. The Offer Price represents a discount of 23.7 per cent. to the closing middle market price of 19.65 pence per Existing Ordinary Share on 11 February 2021 (being the last practicable date before publication of this document).

Qualifying Shareholders have basic entitlements of:

1 Offer Share for every 17 Existing Ordinary Shares

registered in their name on the Record Date. Entitlements under the Open Offer will be rounded down to the nearest whole number of Offer Shares, with fractional entitlements being aggregated and made available under the Excess Application Facility.

Holdings of Existing Ordinary Shares in certiﬁcated and uncertiﬁcated form will be treated as separate holdings for the purpose of calculating entitlements under the Open Offer, as will holdings under different designations and in different accounts.

If you are a Qualifying Non-CREST Shareholder, the Application Form shows the number of Existing Ordinary Shares registered in your name on the Record Date (in Box 3) and your Open Offer Entitlements (in Box 4).

If you are a Qualifying CREST Shareholder, application will be made for your Open Offer Entitlement and Excess CREST Open Offer Entitlement to be credited to your CREST account. Open Offer Entitlements and Excess CREST Open Offer Entitlements are expected to be credited to CREST accounts on 15 February 2021. The Existing Ordinary Shares are already admitted to CREST. Accordingly, no further application for admission to CREST is required for the New Ordinary Shares. All such shares, when issued and fully paid, may be held and transferred by means of CREST.

Subject to availability, the Excess Application Facility will enable Qualifying Shareholders, provided they have taken up their Open Offer Entitlement in full, to apply for further Offer Shares in excess of their Open Offer Entitlement. Further details in relation to the Excess Application Facility are set out in Part 4 "Questions and Answers about the Open Offer" and, for Qualifying Non-CREST Shareholders, the Application Form. Qualifying CREST Shareholders will have their Open Offer Entitlement and Excess CREST Open Offer Entitlement credited to their stock accounts in CREST and should refer to paragraph 3.2 of this Part 3 "Terms and Conditions of the Open Offer" for information on the relevant CREST procedures and further details on the Excess Application Facility. Qualifying CREST Shareholders can also refer to the CREST Manual for further information on the relevant CREST procedures.

If applications under the Excess Application Facility are received for more than the total number of Offer Shares available following take up of Open Offer Entitlements, Offer Shares will be scaled back pro rata to the number of excess shares applied for by Qualifying Shareholders under the Excess Application Facility.

Please refer to paragraphs 3.1(f) and 3.2(k) of this Part 3 "Terms and Conditions of the Open Offer" for further details of the Excess Application Facility.

Holders of Existing Ordinary shares will suffer immediate dilution in their proportionate ownership and voting interests in the Company on Admission. Assuming there are no other changes to the Company's share capital between the date of this Document and Admission and there is full take up of the Open Offer Shares, holders of Existing Ordinary Shares who do not participate in the Placing will be diluted by 16.2 per cent. if they take up their Open Offer Entitlements in full and 20.1 per cent. if they do not participate in the Open Offer.

Qualifying Shareholders should be aware that the Open Offer is not a rights issue. Qualifying Non-CREST Shareholders should also note that their respective Application Forms are not negotiable documents and cannot be traded. Qualifying CREST Shareholders should note that, although the Open Offer Entitlements and Excess CREST Open Offer Entitlements will be credited through CREST and be enabled for settlement, applications in respect of entitlements under the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona ﬁde market claim raised by Euroclear's Claims Processing Unit. Offer Shares not applied for under the Open Offer will not be sold in the market for the beneﬁt of those who do not apply under the Open Offer. Any Offer

Shares which are not applied for by Qualifying Shareholders under the Open Offer will not be issued by the Company as the Open Offer is not underwritten.

The attention of Overseas Shareholders is drawn to paragraph 6 of this Part 3.

The Offer Shares will, when issued and fully paid, rank in full for all dividends and other distributions declared, made or paid after the date of this document and otherwise pari passu in all respects with the Existing Ordinary Shares. The Offer Shares are not being made available in whole or in part to the public except under the terms of the Open Offer.

2. Conditions and further terms of the Open Offer

The Open Offer is conditional on the Firm Placing becoming or being declared unconditional in all respects and not being terminated before Admission. The principal conditions to the Firm Placing are:

(a) the passing of all of the Resolutions at the General Meeting;
(b) the Firm Placing and Open Offer Agreement having become or being declared unconditional in all respects (save for the condition relating to Admission) and not having been terminated in accordance with its terms; and
(c) admission of the Firm Placing Shares occurring not later than 8.00 a.m. on 2 March 2021 (or such later time and/or date as the Company and Cenkos Securities may agree being no later than 8.00 a.m. on 16 March 2021).

Accordingly, if these conditions are not satisﬁed or waived (where capable of waiver), the Open Offer will not proceed and any applications made by Qualifying Shareholders will be rejected. In such circumstances, application monies will be returned (at the applicant's sole risk), without payment of interest, as soon as practicable thereafter. Any Open Offer Entitlements admitted to CREST will thereafter be disabled.

No temporary documents of title will be issued in respect of Offer Shares held in uncertiﬁcated form. Deﬁnitive certiﬁcates in respect of Offer Shares taken up are expected to be posted to those Qualifying Shareholders who have validly elected to hold their Offer Shares in certiﬁcated form within 10 Business Days of Admission.

In respect of those Qualifying Shareholders who have validly elected to hold their Offer Shares in uncertiﬁcated form, the Offer Shares are expected to be credited to their stock accounts maintained in CREST by 2 March 2021.

Applications will be made for the Offer Shares to be admitted to trading on AIM. Admission is expected to occur on 2 March 2021, when dealings in the Offer Shares are expected to begin.

All monies received by the Receiving Agent in respect of Offer Shares will be credited to a non-interest-bearing account by the Receiving Agent.

If for any reason it becomes necessary to adjust the expected timetable as set out in this document, the Company will notify the London Stock Exchange and make an appropriate announcement to a Regulatory Information Service giving details of the revised dates.

3. Procedure for application and payment

The action to be taken by you in respect of the Open Offer depends on whether, at the relevant time, you are sent an Application Form in respect of your Open Offer Entitlement under the Open Offer or your Open Offer Entitlement and Excess CREST Open Offer Entitlement is credited to your CREST stock account.

Qualifying Shareholders who hold all or part of their Existing Ordinary Shares in certiﬁcated form will receive the Application Form, enclosed with this document. The Application Form shows the number of Existing Ordinary Shares held in certiﬁed form at the Record Date. It will also show Qualifying Shareholders their Open Offer Entitlement that can be allotted in certiﬁcated form. Qualifying Shareholders who hold all their Existing Ordinary Shares in CREST will be allotted Offer Shares in CREST.

Qualifying Shareholders who hold part of their Existing Ordinary Shares in uncertiﬁcated form will be allotted Offer Shares in uncertiﬁcated form to the extent that their entitlement to Offer Shares arisesas a result of holding Existing Ordinary Shares in uncertiﬁcated form. However, it will be possible for Qualifying Shareholders to deposit Open Offer Entitlements into, and withdraw them from, CREST. Further information on deposit and withdrawal from CREST is set out in paragraph 3.2(f) of this Part 3 "Terms and Conditions of the Open Offer".

CREST sponsored members should refer to their CREST sponsor, as only their CREST sponsor will be able to take the necessary action speciﬁed below to apply under the Open Offer in respect of the Open Offer Entitlements and Excess CREST Open Offer Entitlements of such members held in CREST. CREST members who wish to apply under the Open Offer in respect of their Open Offer Entitlements and Excess CREST Open Offer Entitlements in CREST should refer to the CREST Manual for further information on the CREST procedures referred to below.

Qualifying Shareholders who do not want to apply for the Offer Shares under the Open Offer should take no action and should not complete or return the Application Form, or send a USE message through CREST.

3.1 If you have an Application Form in respect of your Open Offer Entitlement under the Open Offer

(a) General
Subject to paragraph 6 of Part 3 "Terms and Conditions of the Open Offer" in relation to Overseas Shareholders, Qualifying Non-CREST Shareholders will receive an Application Form. The Application Form shows the number of Existing Ordinary Shares registered in their name on the Record Date in Box 3. It also shows the Open Offer Entitlement allocated to them set out in Box 4. Entitlements to Offer Shares are rounded down to the nearest whole number and any fractional entitlements to Offer Shares will be aggregated and made available under the Excess Application Facility. Box 5 shows how much they would need to pay if they wish to take up their Open Offer Entitlement in full. Qualifying Non-CREST Shareholders may apply for less than their entitlement should they wish to do so. Qualifying Non-CREST Shareholders may also hold such an Application Form by virtue of a bona ﬁde market claim.
Under the Excess Application Facility, provided they have agreed to take up their Open Offer Entitlement in full, Qualifying Non-CREST Shareholders may apply for more than the amount of their Open Offer Entitlement should they wish to do so. The Excess Application Facility enables Qualifying Shareholders to apply for Excess Shares in excess of their Open Offer Entitlement at the Record Date. The Excess Shares may be allocated in such manner as the Directors may determine in their absolute discretion and no assurance can be given that excess applications by Qualifying Shareholders will be met in full or in part or at all.
The instructions and other terms set out in the Application Form forms part of the terms of the Open Offer in relation to Qualifying Non-CREST Shareholders.
(b) Bona ﬁde market claims
Applications to acquire Offer Shares may only be made on the Application Form and may only be made by the Qualifying Non-CREST Shareholder named in it or by a person entitled by virtue of a bona ﬁde market claim in relation to a purchase of Existing Ordinary Shares through the market prior to the date upon which the Existing Ordinary Shares were marked "ex" the entitlement to participate in the Open Offer. Application Forms may not be sold, assigned, transferred or split, except to satisfy bona ﬁde market claims up to 3.00 p.m. on 24 February 2021. The Application Form is not a negotiable document and cannot be separately traded. A Qualifying Non-CREST Shareholder who has sold or otherwise transferred all or part of his holding of Existing Ordinary Shares prior to the date upon which the Existing Ordinary Shares were marked "ex" the entitlement to participate in the Open Offer, should contact his broker or other professional adviser authorised under FSMA through whom the sale or purchase was effected as soon as possible, as the invitation to acquire Offer Shares under the Open Offer may be a beneﬁt which may be claimed by the purchaser(s) or transferee(s).
Qualifying Non-CREST Shareholders who have sold all or part of their registered holding should, if the market claim is to be settled outside CREST, complete Box 10 on the Application Form and immediately send it to the stockbroker, bank or other agent through

whom the sale or transfer was effected for transmission to the purchaser or transferee. The Application Form should not, however be forwarded to or transmitted in or into the United States of America, any Restricted Jurisdiction, nor in or into any other jurisdiction where the extension of the Open Offer would breach any applicable law or regulation. If the market claim is to be settled outside CREST, the beneﬁciary of the claim should follow the procedures set out in the accompanying Application Form. If the market claim is to be settled in CREST, the beneﬁciary of the claim should follow the procedure set out in paragraph 3.2 below.

(c) Application procedures
Qualifying Non-CREST Shareholders wishing to apply to acquire Offer Shares (whether in respect of all or part of their Open Offer Entitlement or in addition to their Open Offer Entitlement under the Excess Application Facility) should complete the Application Form in accordance with the instructions printed on it. Qualifying Non-CREST Shareholders may only apply for Excess Shares if they have agreed to take up their Open Offer Entitlements in full. The Excess Shares may be allocated in such manner as the Directors may determine in their absolute discretion and no assurance can be given that excess applications by Qualifying Shareholders will be met in full or in part or at all. Excess monies in respect of applications by Qualifying Shareholders will be returned to the applicant (at the applicant's risk), without payment of interest, as soon as practicable thereafter.
Completed Application Forms should be posted to Link Group, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, or returned by hand (during normal business hours only) so as to be received by Link Group by no later than 11.00 a.m. on 26 February 2021. The Company reserves the right to treat any application not strictly complying with the terms and conditions of application as nevertheless valid. The Company further reserves the right (but shall not be obliged) to accept either Application Forms or remittances received after 11.00 a.m. on 26 February 2021. Qualifying Non-CREST Shareholders should note that applications, once made, will be irrevocable and receipt thereof will not be acknowledged. Multiple applications will not be accepted. If an Application Form is being sent by ﬁrst-class post in the UK, Qualifying Shareholders are recommended to allow at least four Business Days for delivery.
The Company may in its sole discretion, but shall not be obliged to, treat an Application Form as valid and binding on the person by whom or on whose behalf it is lodged, even if not completed in accordance with the relevant instructions or not accompanied by a valid power of attorney where required, or if it otherwise does not strictly comply with the terms and conditions of the Open Offer. The Company further reserves the right (but shall not be obliged) to accept either:
- (i) Application Forms received after 11.00 a.m. on 26 February 2021; or
- (ii) Applications in respect of which remittances are received before 11.00 a.m. on 26 February 2021 from authorised persons (as deﬁned in FSMA) specifying the Offer Shares applied for and undertaking to lodge the Application Form in due course but, in any event, within two Business Days.
  All documents and remittances sent by post by, to, from or on behalf of an applicant (or as the applicant may direct) will be sent entirely at the applicant's own risk.
(d) Payments
All payments must be in pounds sterling and made by cheque made payable to Link Market Services Limited RE. Kromek Group plc - Open Offer 2021 A/C and crossed "A/ C Payee Only". Cheques must be drawn on a bank or building society or branch of a bank or building society in the United Kingdom or the British Isles which is either a settlement member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which has arranged for its cheques to be cleared through the facilities provided by any of those companies or committees and must bear the appropriate sort code in the top right-hand corner and must be for the full amount payable on application. Third party cheques may not be accepted with the exception of building society cheques where the building society or bank has conﬁrmed the name of

the account holder by stamping or endorsing the back of the cheque to conﬁrm that the relevant Qualifying Shareholder has title to the underlying funds. The account name should be the same as that shown on the application. Post-dated cheques will not be accepted.

Cheques will be presented for payment upon receipt. The Company reserves the right to instruct Link Group to seek special clearance of cheques to allow the Company to obtain value for remittances at the earliest opportunity (and withhold deﬁnitive share certiﬁcates (or crediting to the relevant member account, as applicable) pending clearance thereof). No interest will be paid on payments made before they are due. It is a term of the Open Offer that cheques shall be honoured on ﬁrst presentation and the Company may elect to treat as invalid acceptances in respect of which cheques are not so honoured. All documents, cheques sent through the post will be sent at the risk of the sender. Payments via CHAPS, BACS or electronic transfer will not be accepted. If the Open Offer does not become unconditional, no Offer Shares will be issued and all monies will be returned (at the applicant's sole risk), without payment of interest, to applicants as soon as practicable following the lapse of the Open Offer.

If Offer Shares have already been allotted to a Qualifying Non-CREST Shareholder and such Qualifying Non-CREST Shareholder 's cheque is not honoured upon ﬁrst presentation or such Qualifying Non-CREST Shareholder's application is subsequently otherwise deemed to be invalid, Link Group shall be authorised (in its absolute discretion as to manner, timing and terms) to make arrangements, on behalf of the Company, for the sale of such Qualifying Non-CREST Shareholder's Offer Shares and for the proceeds of sale (which for these purposes shall be deemed to be payments in respect of successful applications) to be paid to and retained by the Company. None of Link Group, Cenkos Securities or the Company nor any other person shall be responsible for, or have any liability for, any loss, expense or damage suffered by such Qualifying Non-CREST Shareholders.

(e) Incorrect Sums
If an Application Form encloses a payment for an incorrect sum, the Company through Link Group reserves the right:
- (i) to reject the application in full and return the cheque or refund the payment to the Qualifying Non-CREST Shareholder in question without interest; or
- (ii) in the case that an insufﬁcient sum is paid, to treat the application as a valid application for such lesser whole number of Offer Shares as would be able to be applied for with that payment at the Offer Price, refunding any unutilised sum to the Qualifying non- CREST Shareholder in question without interest, save that any sums of less than £1 will be retained for the beneﬁt of the Company; or
- (iii) in the case that an excess sum is paid, to treat the application as a valid application for all of the Offer Shares referred to in the Application Form, refunding any unutilised sums to the Qualifying Non-CREST Shareholder in question without interest, save that any sums of less than £1 will be retained for the beneﬁt of the Company.
  All monies received by Link Group in respect of Offer Shares will be held in a separate non interest bearing account.
(f) The Excess Application Facility
Provided they choose to take up their Open Offer Entitlement in full, the Excess Application Facility enables a Qualifying Non-CREST Shareholder to apply for Excess Shares. Qualifying Non-CREST Shareholders wishing to apply for Excess Shares may do so by completing Box 7 of the Application Form.
If applications under the Excess Application Facility are received for more than the total number of Offer Shares available following take up of Open Offer Entitlements, the Excess Shares will be scaled back pro rata to the number of excess shares applied for by Qualifying Shareholders under the Excess Application Facility. No assurance can be given that excess applications by Qualifying Shareholders will be met in full or in part or

at all. Qualifying Non-CREST Shareholders who wish to apply for Excess Shares must complete the Application Form in accordance with the instructions set out on the Application Form.

Should the Open Offer become unconditional and applications for Open Offer Shares exceed 20,288,064 Offer Shares, resulting in a scale back of applications, each Qualifying Non-CREST Shareholder who has made a valid application for Excess Shares and from whom payment in full for the Excess Shares has been received will receive a pounds sterling amount equal to the number of Excess Shares applied and paid for but not allocated to the relevant Qualifying Non- CREST Shareholder multiplied by the Offer Price. Monies will be returned as soon as reasonably practicable thereafter, without payment of interest and at the applicant's sole risk.

(g)

Effect of application

All documents and remittances sent by post by, to, from, or on behalf of or to an applicant (or as the applicant may direct) will be sent entirely at the applicant's own risk. By completing and delivering an Application Form the applicant:

(i) represents and warrants to the Company and Cenkos Securities that he has the right, power and authority, and has taken all action necessary, to make the application under the Open Offer and to execute, deliver and exercise his rights, and perform his obligations under any contracts resulting therefrom and that he is not a person otherwise prevented by legal or regulatory restrictions from applying for Offer Shares or acting on behalf of any such person on a non-discretionary basis;

(ii) agrees with the Company and Cenkos Securities that all applications under the Open Offer and contracts resulting therefrom, and any non-contractual obligations related thereto, shall be governed by and construed in accordance with the laws of England;
(iii) conﬁrms to the Company and Cenkos Securities that in making the application he is not relying on any information or representation in relation to the Group other than that contained in this document, and the applicant accordingly agrees that no person responsible solely or jointly for this document or any part thereof, or involved in the preparation thereof, shall have any liability for any such information or representation not so contained and further agrees that, having had the opportunity to read this document, he will be deemed to have had notice of all information in relation to the Group contained in this document (including information incorporated by reference);
(iv) represents and warrants to the Company and Cenkos Securities that he is the Qualifying Shareholder originally entitled to the Open Offer Entitlement;
(v) represents and warrants to the Company and Cenkos Securities that if he has received some or all of his Open Offer Entitlement from a person other than the Company he is entitled to apply under the Open Offer in relation to such Open Offer Entitlements by virtue of a bona ﬁde market claim;
(vi) requests that the Offer Shares to which he will become entitled shall be issued to him on the terms set out in this document and the Application Form subject to the articles of association of the Company;
(vii) represents and warrants to the Company and Cenkos Securities that he is not, nor is he applying on behalf of any person who is, in the United States or is a citizen or resident, or which is a corporation, partnership or other entity created or organised in or under any laws, of the United States of America, any Restricted Jurisdiction or any other jurisdiction in which the application for Offer Shares is prevented by law and he is not applying with a view to re-offering, re-selling, transferring or delivering any of the Offer Shares which are the subject of his application is a citizen or resident or which is a corporation, partnership or other entity created or organised in or under any laws of the United States of America, any Restricted Jurisdiction or any other jurisdiction in which the application for Offer Shares is prevented by law (except where proof satisfactory to the Company has been provided to the

Company that application in the United States or to, or for the beneﬁt of, a person who he is able to accept the invitation by the Company free of any requirement which it (in its absolute discretion) regards as unduly burdensome), nor acting on behalf of any such person on a non-discretionary basis nor (a) person(s) otherwise prevented by legal or regulatory restrictions from applying for Offer Shares under the Open Offer;

(viii) represents and warrants to the Company and Cenkos Securities that he is not, and nor is he applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to the increased rates referred to in sections 67, 70, 93 or 96 (depositary receipts and clearance services) of the Finance Act 1986; and

(ix) conﬁrms that in making the application he is not relying and has not relied on the

Company or Cenkos Securities or any person afﬁliated with the Company or Cenkos Securities in connection with any investigation of the accuracy of any information contained in this document or his investment decision.

All enquiries in connection with the procedure for application and completion of the Application Form should be addressed to Link Group, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, or you can contact them on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 am - 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Please note that Link Group cannot provide any ﬁnancial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

(h)

Proxy

Qualifying Non-CREST Shareholders who do not want to take up or apply for the Open Offer Shares under the Open Offer should take no action and should not complete or return the Application Form. However, you are encouraged to vote at the General Meeting by completing and returning the enclosed Form of Proxy.

A Qualifying Non-CREST Shareholder who is also a CREST member may elect to receive the Offer Shares to which he is entitled in uncertiﬁcated form in CREST. Please see paragraph 3.2(f) below for more information.

3.2

If you have an Open Offer Entitlement and an Excess CREST Open Offer Entitlement credited to your stock account in CREST in respect of your entitlement under the Open Offer

(a)

General

Subject to paragraph 6 of Part 3 "Terms and Conditions of the Open Offer" in relation to certain Overseas Shareholders, each Qualifying CREST Shareholder will receive a credit to his stock account in CREST of his Open Offer Entitlement equal to the maximum number of Offer Shares for which he is entitled to apply under the Open Offer plus the number of Excess Shares for which he is entitled to apply under the Excess CREST Open Offer Entitlement. Entitlements to Offer Shares will be rounded down to the nearest whole number and any Open Offer Entitlements have therefore also been rounded down. Any fractional entitlements to Open Offer Shares arising will be aggregated and made available under the Excess Application Facility.

The CREST stock account to be credited will be an account under the participant ID and member account ID that apply to the Existing Ordinary Shares held on the Record Date by the Qualifying CREST Shareholder in respect of which the Open Offer Entitlements and Excess CREST Open Offer Entitlements have been allocated.

If for any reason Open Offer Entitlements and/or the Excess CREST Open Offer Entitlements cannot be admitted to CREST by, or the stock accounts of Qualifying CREST Shareholders cannot be credited by, 3.00 p.m. on 15 February 2021, or such later time and/or date as the Company may decide, an Application Form will be sent to each Qualifying CREST Shareholder in substitution for the Open Offer Entitlement andExcess CREST Open Offer Entitlement which should have been credited to his stock account in CREST. In these circumstances the expected timetable as set out in this document will be adjusted as appropriate and the provisions of this document applicable to Qualifying Non-CREST Shareholders with Application Forms will apply to Qualifying CREST Shareholders who receive an Application Form.

CREST members who wish to apply to acquire some or all of their entitlements to Open Offer Shares and their Excess CREST Open Offer Entitlements should refer to the CREST Manual for further information on the CREST procedures referred to below. Should you need advice with regard to these procedures, please contact Link Group on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 am - 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Please note that Link Group cannot provide any ﬁnancial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

(b) Market claims
Each of the Open Offer Entitlements and Excess CREST Open Offer Entitlements will constitute a separate security for the purposes of CREST. Although Open Offer Entitlements and Excess CREST Open Offer Entitlements will be admitted to CREST and be enabled for settlement, applications in respect of Open Offer Entitlements and Excess CREST Open Offer Entitlements may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona ﬁde market claim transaction. Transactions identiﬁed by the CREST Claims Processing Unit as "cum" the Open Offer Entitlement and Excess CREST Open Offer Entitlements will generate an appropriate market claim transaction and the relevant Open Offer Entitlement(s) and Excess CREST Open Offer Entitlement(s) will thereafter be transferred accordingly.
(c) Unmatched Stock Event ("USE") instructions
Qualifying CREST Shareholders who are CREST members and who want to apply for Open Offer Shares in respect of all or some of their Open Offer Entitlements and their Excess CREST Open Offer Entitlements in CREST must send (or, if they are CREST sponsored members, procure that their CREST sponsor sends) an USE instruction to Euroclear ("USE Instruction") which, on its settlement, will have the following effect:
- (i) the crediting of a stock account of Link Group under the participant ID and member account ID speciﬁed below, with a number of Open Offer Entitlements or Excess CREST Open Offer Entitlements corresponding to the number of Open Offer Shares applied for; and
- (ii) the creation of a CREST payment, in accordance with the CREST payment arrangements in favour of the payment bank of Link Group in respect of the amount speciﬁed in the USE Instruction which must be the full amount payable on application for the number of Offer Shares referred to in paragraph 3.2(c)(i) above.
(d) Content of USE instruction in respect of Open Offer Entitlements
The USE instruction must be properly authenticated in accordance with Euroclear's speciﬁcations and must contain, in addition to the other information that is required for settlement in CREST, the following details:
- (i) the number of Offer Shares for which application is being made (and hence the number of the Open Offer Entitlement(s) being delivered to Link Group);
- (ii) the ISIN of the Open Offer Entitlement. This is GB00BMD83L67;
- (iii) the CREST participant ID of the accepting CREST member;
- (iv) the CREST member account ID of the accepting CREST member from which the Open Offer Entitlements are to be debited;
- (v) the participant ID of Link Group in its capacity as a CREST receiving agent. This is 7RA33;

(vi) the member account ID of Link Group in its capacity as a CREST receiving agent. This is 21132KRO;
(vii) the amount payable by means of a CREST payment on settlement of the USE Instruction. This must be the full amount payable on application for the number of New Ordinary Shares referred to in (i) above;
(viii) the intended settlement date. This must be on or before 11.00 a.m. on 26 February 2021; and
(ix) the Corporate Action Number for the Open Offer. This will be available by viewing the relevant corporate action details in CREST.
In order for an application under the Open Offer to be valid, the USE Instruction must comply with the requirements as to authentication and contents set out above and must settle on or before 11.00 a.m. on 26 February 2021. In order to assist prompt settlement of the USE Instruction, CREST members (or their sponsors, where applicable) may consider adding the following non-mandatory ﬁelds to the USE Instruction:

(i) a contact name and telephone number (in the free format shared note ﬁeld); and
(ii) a priority of at least 80.

CREST members and, in the case of CREST sponsored members, their CREST sponsors, should note that the last time at which a USE Instruction may settle on 26 February 2021 in order to be valid is 11.00 a.m. on that day. In the event that the Firm Placing and Open Offer do not become unconditional by 8.00 a.m. on 2 March 2021 (or such later time and date as the Company and Cenkos Securities determine being no later than 8.00 a.m. on 16 March 2021), the Open Offer will lapse, the Open Offer Entitlements admitted to CREST will be disabled and Link Group will refund the amount paid by a Qualifying CREST Shareholder by way of a CREST payment, without interest, as soon as practicable thereafter.

(e)

Content of USE Instruction in respect of Excess CREST Open Offer Entitlements

The USE Instruction must be properly authenticated in accordance with Euroclear's speciﬁcations and must contain, in addition to the other information that is required for settlement in CREST, the following details:

(i) the number of Excess Shares for which application is being made (and hence being delivered to Link Group);
(ii) the ISIN of the Excess CREST Open Offer Entitlement. This is GB00BMD83M74;
(iii) the CREST participant ID of the accepting CREST member;
(iv) the CREST member account ID of the accepting CREST member from which the Excess CREST Open Offer Entitlements are to be debited;
(v) the participant ID of Link Group its capacity as a CREST receiving agent. This is 7RA33;
(vi) the member account ID of Link Group in its capacity as a CREST receiving agent. This is 21132KRO;
(vii) the amount payable by means of a CREST payment on settlement of the USE Instruction. This must be the full amount payable on application for the number of Open Offer Shares referred to in (i) above;
(viii) the intended settlement date. This must be on or before 11.00 a.m. on 26 February 2021; and
(ix) the Corporate Action Number for the Open Offer. This will be available by viewing the relevant corporate action details in CREST.

In order for an application in respect of an Excess CREST Open Offer Entitlement under the Open Offer to be valid, the USE Instruction must comply with the requirements as to authentication and contents set out above and must settle on or before 11.00 a.m. on 26 February 2021.

In order to assist prompt settlement of the USE Instruction, CREST members (or their sponsors, where applicable) may consider adding the following non-mandatory ﬁelds to the USE Instruction:

(i) a contract name and telephone number (in the free format shared note ﬁeld); and
(ii) a priority of at least 80.

In the event that the Firm Placing and Open Offer do not become unconditional by 8.00 a.m. on 2 March 2021 (or such later time and date as the Company and Cenkos Securities determine being no later than 8.00 a.m. on 16 March 2021), the Open Offer will lapse, the Open Offer Entitlements admitted to CREST will be disabled and Link Group will refund the amount paid by a Qualifying CREST Shareholder by way of a CREST payment, without interest, as soon as practicable thereafter.

(f)

Deposit of Open Offer Entitlements into, and withdrawal from, CREST

A Qualifying Non-CREST Shareholder's entitlement under the Open Offer as shown by the number of Open Offer Entitlements set out in his Application Form may be deposited into CREST (either into the account of the Qualifying Shareholder named in the Application Form or into the name of a person entitled by virtue of a bona ﬁde market claim), provided that such Qualifying Non-CREST Shareholder is also a CREST member. Similarly, Open Offer Entitlements and Excess CREST Open Offer Entitlements held in CREST may be withdrawn from CREST so that the entitlement under the Open Offer and entitlement to apply under the Excess Application Facility is reﬂected in an Application Form. Normal CREST procedures (including timings) apply in relation to any such deposit or withdrawal, subject (in the case of a deposit into CREST) as set out in the Application Form.

A holder of an Application Form who is proposing to deposit the entitlement set out in such form into CREST is recommended to ensure that the deposit procedures are implemented in sufﬁcient time to enable the person holding or acquiring the Open Offer Entitlements and the entitlement to apply under the Excess Application Facility following their deposit into CREST to take all necessary steps in connection with taking up the entitlement prior to 11.00 a.m. on 26 February 2021. After depositing their Open Offer Entitlement into their CREST account, CREST holders will shortly thereafter receive a credit for their Excess CREST Open Offer Entitlement, which will be managed by Link Group.

If you have received your Application Form by virtue of a bona ﬁde market claim, the declaration below Box 10 must be made or (in the case of an Application Form which has been split) marked 'Declaration of sale or transfer duly made'. If you wish to take up your Open Offer Entitlement, the CREST Deposit Form in Box 13 of your Application Form must be completed and deposited with the CREST Courier and Sorting Service in accordance with the instructions above. A holder of more than one Application Form who wishes to deposit Open Offer Entitlements shown on those Application Forms into CREST must complete Box 13 of each Application Form.

In particular, having regard to normal processing times in CREST and on the part of Link Group, the recommended latest time for depositing an Application Form with the CREST Courier and Sorting Service, where the person entitled wishes to hold the entitlement under the Open Offer set out in such Application Form as Open Offer Entitlements and Excess CREST Open Offer Entitlements in CREST, is 3.00 p.m. on 23 February 2021 and the recommended latest time for receipt by Euroclear of a dematerialised instruction requesting withdrawal of Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST is 4.30 p.m. on 22 February 2021 in either case so as toenable the person acquiring or (as appropriate) holding the Open Offer Entitlements and the entitlement to apply under the Excess Application Facility following the deposit or withdrawal (whether as shown in an Application Form or held in CREST) to take all necessary steps in connection with applying in respect of the Open Offer Entitlements and the entitlement to apply under the Excess Application Facility, as the case may be, prior to 11.00 a.m. on 26 February 2021.

Delivery of an Application Form with the CREST deposit form duly completed whether in respect of a deposit into the account of the Qualifying Shareholder named in the Application Form or into the name of another person, shall constitute a representation and warranty to the Company and Link Group by the relevant CREST member(s) that it/ they is/are not in breach of the provisions of the notes under the paragraph headed "Instructions for depositing entitlements under the Open Offer into CREST" on page 2 of the Application Form, and a declaration to the Company and Link Group from the relevant CREST member(s) that it/they is/are not in the United States or citizen(s) or resident(s) of any Restricted Jurisdiction or any other jurisdiction in which the application for New Ordinary Shares is prevented by law and, where such deposit is made by a beneﬁciary of a market claim, a representation and warranty that the relevant CREST member(s) is/are entitled to apply under the Open Offer by virtue of a bona ﬁde market claim.

(g) Validity of application
A USE instruction complying with the requirements as to authentication and contents set out above which settles by no later than 11.00 a.m. on 26 February 2021 will constitute a valid application under the Open Offer.
(h) CREST procedures and timings
CREST members and (where applicable) their CREST sponsors should note that Euroclear does not make available special procedures in CREST for any particular corporate action. Normal system timings and limitations will therefore apply in relation to the input of a USE instruction and its settlement in connection with the Open Offer. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST sponsored member, to procure that his CREST sponsor takes) such action as shall be necessary to ensure that a valid application is made as stated above by 11.00 a.m. on 26 February 2021. In this connection CREST members and (where applicable) their CREST sponsors are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
(i) Proxy
If a Qualifying CREST Shareholder does not wish to apply for the Open Offer Shares under the Open Offer, they should take no action. They are however, encouraged to vote at the General Meeting by completing and returning the enclosed Form of Proxy.
(j) Incorrect or incomplete applications
If a USE instruction includes a CREST payment for an incorrect sum, the Company, through Link Group, reserves the right: (i) to reject the application in full and refund the payment to the CREST member in question (without interest); (ii) in the case that an insufﬁcient sum is paid, to treat the application as a valid application for such lesser whole number of Offer Shares as would be able to be applied for with that payment at the Offer Price, refunding any unutilised sum to the CREST member in question (without interest); and (iii) in the case that an excess sum is paid, to treat the application as a valid application for all the Offer Shares referred to in the USE instruction, refunding any unutilised sum to the CREST member in question (without interest).
(k) The Excess Application Facility
The Excess Application Facility enables Qualifying CREST Shareholders, who have taken up their Open Offer Entitlement in full, to apply for Excess Shares in excess of their Open Offer Entitlement as at the Record Date. If applications under the Excess Application Facility are received for more than the total number of Offer Shares available following take up of Open Offer Entitlements, the Excess Shares will be scaled back pro rata to the number of excess shares applied for by Qualifying Shareholders under the

Excess Application Facility. No assurance can be given that excess applications by Qualifying Shareholders will be met in full, or in part, or at all. Excess CREST Open Offer Entitlements may not be sold or otherwise transferred. Subject as provided in paragraph 6 of this Part 3 in relation to Overseas Shareholders, the CREST accounts of Qualifying CREST Shareholders will be credited with Excess CREST Open Offer Entitlements to enable applications for Excess Shares to be settled through CREST. Qualifying CREST Shareholders should note that, although the Open Offer Entitlement and the Excess CREST Open Offer Entitlements will be admitted to CREST, they will have limited settlement capabilities. Neither the Open Offer Entitlement nor the Excess CREST Open Offer Entitlements will be tradable or listed and applications in respect of the Open Offer may only be made by the Qualifying Shareholders originally entitled or by a person entitled by virtue of a bona ﬁde market claim.

To apply for Excess Shares pursuant to the Open Offer, Qualifying CREST Shareholders should follow the instructions above and must not return a paper form and cheque.

Should a transaction be identiﬁed by the CREST Claims Processing Unit as "cum" the Open Offer Entitlement and the relevant Open Offer Entitlement(s) be transferred, the Excess CREST Open Offer Entitlements will not transfer with the Open Offer Entitlement(s) claim, but will be transferred as a separate claim. Should a Qualifying CREST Shareholder cease to hold all of his Existing Ordinary Shares as a result of one or more bona ﬁde market claims, the Excess CREST Open Offer Entitlement credited to CREST and allocated to the relevant Qualifying Shareholder will be transferred to the purchaser. Please note that an additional USE Instruction must be sent in respect of any application under the Excess CREST Open Offer Entitlement.

Should the Open Offer become unconditional and applications for Open Offer Shares by Qualifying Shareholders under the Open Offer exceed 20,288,064 Offer Shares, resulting in a scale back of applications under the Excess Application Facility, each Qualifying CREST Shareholder who has made a valid application pursuant to his Excess CREST Open Offer Entitlement and from whom payment in full for the excess Offer Shares has been received, will receive a pounds sterling amount equal to the number of Offer Shares validly applied and paid for but which are not allocated to the relevant Qualifying CREST Shareholder multiplied by the Offer Price. Monies will be returned as soon as reasonably practicable following the completion of the scale back, without payment of interest and at the applicant's sole risk by way of cheque or CREST payment, as appropriate. Fractions of Offer Shares will be aggregated and made available under the Excess Application Facility.

All enquiries in connection with the procedure for applications under the Excess Application Facility and your Excess CREST Open Offer Entitlement should be addressed to Link Group, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, or can be contacted on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 am - 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Please note that Link Group cannot provide any ﬁnancial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

(l)

Effect of valid application

A CREST member who makes or is treated as making a valid application for some or all of his pro rata entitlement to the Open Offer Shares in accordance with the above procedures thereby:

(i) represents and warrants to the Company and Cenkos Securities that he has the right, power and authority, and has taken all action necessary, to make the application under the Open Offer and to execute, deliver and exercise his rights, and perform his obligations, under any contracts resulting therefrom and that he is not a person otherwise prevented by legal or regulatory restrictions from applying for Offer Shares or acting on behalf of any such person on a non-discretionary basis;

(ii) agrees to pay the amount payable on application in accordance with the above procedures by means of a CREST payment in accordance with the CREST payment arrangements (it being acknowledged that the payment to Link Group's payment bank in accordance with the CREST payment arrangements shall, to the extent of the payment, discharge in full the obligation of the CREST member to pay to the Company the amount payable on application);

(iii) agrees with the Company and Cenkos Securities that all applications under the Open Offer and contracts resulting therefrom, and only non-contractual obligations related thereto, under the Open Offer shall be governed by, and construed in accordance with, the laws of England;
(iv) conﬁrms to the Company and Cenkos Securities that in making the application he is not relying on any information or representation in relation to the Group other than that contained in this document, and the applicant accordingly agrees that no person responsible solely or jointly for this document or any part thereof, or involved in the preparation thereof, shall have any liability for any such information or representation not so contained and further agrees that, having had the opportunity to read this document, he will be deemed to have had notice of all the information in relation to the Group contained in this document (including information incorporated by reference);
(v) represents and warrants that he is the Qualifying Shareholder originally entitled to the Open Offer Entitlement;
(vi) represents and warrants to the Company and Cenkos Securities that if he has received some or all of his Open Offer Entitlements from a person other than the Company, he is entitled to apply under the Open Offer in relation to such Open Offer Entitlement by virtue of a bona ﬁde market claim;
(vii) requests that the Offer Shares to which he will become entitled shall be issued to him on the terms set out in this document subject to the articles of association of the Company;
(viii) represents and warrants to the Company and Cenkos Securities that he is not, nor is he applying on behalf of any Shareholder who is, in the United States or is a citizen or resident, or which is a corporation, partnership or other entity created or organised in or under any laws, of any Restricted Jurisdiction or any other jurisdiction in which the application for Offer Shares is prevented by law and he is not applying with a view to re-offering, re-selling, transferring or delivering any of the Offer Shares which are the subject of his application in the United States or to, or for the beneﬁt of, a Shareholder who is a citizen or resident or which is a corporation, partnership or other entity created or organised in or under any laws of any Restricted Jurisdiction or any other jurisdiction in which the application for Offer Shares is prevented by law (except where proof satisfactory to the Company has been provided to the Company that he is able to accept the invitation by the Company free of any requirement which it (in its absolute discretion) regards as unduly burdensome), nor acting on behalf of any such person on a non-discretionary basis nor (a) person(s) otherwise prevented by legal or regulatory restrictions from applying for Offer Shares under the Open Offer;
(ix) represents and warrants that he is not, and nor is he applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in sections 67, 70, 93 or 96 (depositary receipts and clearance services) of the Finance Act 1986; and
(x) conﬁrms that in making the application he is not relying and has not relied on Cenkos Securities or any person afﬁliated with the Company or Cenkos Securities in connection with any investigation of the accuracy of any information contained in this document or his investment decision.

(m) Company's discretion as to the rejection and validity of applications The Company may in its sole discretion:
(i) treat as valid (and binding on the CREST member concerned) an application which does not comply in all respects with the requirements as to validity set out or referred to in this Part 3 "Terms and Conditions of the Open Offer";
- (ii) accept an alternative properly authenticated dematerialised instruction from a CREST member or (where applicable) a CREST sponsor as constituting a valid application in substitution for or in addition to a USE instruction and subject to such further terms and conditions as the Company may determine;
- (iii) treat a properly authenticated dematerialised instruction (in this sub-paragraph the "ﬁrst instruction") as not constituting a valid application if, at the time at which Link Group receives a properly authenticated dematerialised instruction giving details of the ﬁrst instruction or thereafter, either the Company or Link Group has received actual notice from Euroclear of any of the matters speciﬁed in Regulation 35(5)(a) of the CREST Regulations in relation to the ﬁrst instruction. These matters include notice that any information contained in the ﬁrst instruction was incorrect or notice of lack of authority to send the ﬁrst instruction; and
- (iv) accept an alternative instruction or notiﬁcation from a CREST member or CREST sponsored member or (where applicable) a CREST sponsor, or extend the time for settlement of a USE instruction or any alternative instruction or notiﬁcation, in the event that, for reasons or due to circumstances outside the control of any CREST member or CREST sponsored member or (where applicable) CREST sponsor, the CREST member or CREST sponsored member is unable validly to apply for Offer Shares by means of the above procedures. In normal circumstances, this discretion is only likely to be exercised in the event of any interruption, failure or breakdown of CREST (or any part of CREST) or on the part of the facilities and/or systems operated by Link Group in connection with CREST.
(n) Lapse of the Open Offer
In the event that the Open Offer does not become unconditional by 8.00 a.m. on 2 March 2021 or such later time and date as the Company and Cenkos Securities may agree (being no later than 8.00 a.m. on 16 March 2021), the Open Offer will lapse, the Open Offer Entitlements admitted to CREST will be disabled and Link Group will refund the amount paid by a Qualifying CREST Shareholder by way of a CREST payment, without interest, as soon as practicable thereafter.

4. Money Laundering Regulations

4.1

Holders of Application Forms

To ensure compliance with the Money Laundering Regulations, Link Group may require, at its absolute discretion, veriﬁcation of the identity of the person by whom or on whose behalf the Application Form is lodged with payment (which requirements are referred to below as the "veriﬁcation of identity requirements"). If the Application Form is submitted by a UK regulated broker or intermediary acting as agent and which is itself subject to the Money Laundering Regulations, any veriﬁcation of identity requirements are the responsibility of such broker or intermediary and not of Link Group. In such case, the lodging agent's stamp should be inserted on the Application Form.

The person lodging the Application Form with payment and in accordance with the other terms as described above (the "acceptor"), including any person who appears to Link Group to be acting on behalf of some other person, accepts the Open Offer in respect of such number of Offer Shares as is referred to therein (for the purposes of this paragraph 4 the "relevant Offer Shares") shall thereby be deemed to agree to provide Link Group with such information and other evidence as they may require to satisfy the veriﬁcation of identity requirements.

If Link Group determines that the veriﬁcation of identity requirements apply to any acceptor or application, the relevant Offer Shares (notwithstanding any other term of the Open Offer) will not be issued to the relevant acceptor unless and until the veriﬁcation of identity requirements have been satisﬁed in respect of that acceptor or application. Link Group is entitled, in itsabsolute discretion, to determine whether the veriﬁcation of identity requirements apply to any acceptor or application and whether such requirements have been satisﬁed, and neither Link Group nor the Company will be liable to any person for any loss or damage suffered or incurred (or alleged), directly or indirectly, as a result of the exercise of such discretion.

If the veriﬁcation of identity requirements apply, failure to provide the necessary evidence of identity within a reasonable time may result in delays in the despatch of share certiﬁcates or in crediting CREST accounts. If, within a reasonable time following a request for veriﬁcation of identity, Link Group has not received evidence satisfactory to it as aforesaid, the Company may, in its absolute discretion, treat the relevant application as invalid, in which event the monies payable on acceptance of the Open Offer will be returned (at the acceptor's risk) without interest to the account of the bank or building society on which the relevant cheque was drawn.

Submission of an Application Form with the appropriate remittance will constitute a warranty to each of the Company, Link Group and Cenkos Securities from the applicant that the Money Laundering Regulations will not be breached by application of such remittance.

The veriﬁcation of identity requirements will not usually apply:

(i) if the applicant is an organisation required to comply with the Money Laundering Directive

(the Council Directive on prevention of the use of the ﬁnancial system for the purpose of money laundering (no.91/308/EEC));

(ii) if the acceptor is a regulated United Kingdom broker or intermediary acting as agent and is itself subject to the Money Laundering Regulations;
(iii) if the applicant (not being an applicant who delivers his application in person) makes payment by way of a cheque drawn on an account in the applicant's name; or
(iv) if the aggregate subscription price for the Offer Shares is less than €15,000 (approximately £13,000).

In other cases the veriﬁcation of identity requirements may apply. Satisfaction of these requirements may be facilitated in the following ways:

(a) if payment is made by cheque in sterling drawn on a branch in the United Kingdom of a bank or building society which bears a UK bank sort code number in the top right hand corner the following applies. Cheques, should be made payable to "Link Market Services Limited RE: Kromek Group plc - Open Offer A/C" in respect of an application by a Qualifying Shareholder and crossed "A/C Payee Only". Third party cheques may not be accepted with the exception of building society cheques where the building society or bank has conﬁrmed the name of the account holder by stamping or endorsing the back of the cheque to such effect. The account name should be the same as that shown on the Application Form; or
(b) if the Application Form is lodged with payment by an agent which is an organisation of the kind referred to in (i) above or which is subject to anti-money laundering regulation in a country which is a member of the Financial Action Task Force, the agent should provide with the Application Form written conﬁrmation that it has that status and a written assurance that it has obtained and recorded evidence of the identity of the person for whom it acts and that it will on demand make such evidence available to Link Group. If the agent is not such an organisation, it should contact Link Market Services Limited at The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU.

To conﬁrm the acceptability of any written assurance referred to in (b) above, or in any other case, the acceptor should contact Link Group on 0371 664 0321. Calls to the helpline number are typically charged at your service provider's standard rate. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note Link Group cannot provide ﬁnancial or taxation advice or comment on the merits of the Open Offer or as to whether applicants should take up their Open Offer Entitlement.

If the Application Form(s) is/are in respect of Offer Shares with an aggregate subscription price of 25p or more and is/are lodged by hand by the acceptor in person, or if the Application Form(s) in respect of Offer Shares is/are lodged by hand by the acceptor and the accompanying payment is not the acceptor's own cheque, he or she should ensure that he or she has with him or her evidence of identity bearing his or her photograph (for example, his or her passport) and separate evidence of his or her address.

If, within a reasonable period of time following a request for veriﬁcation of identity, and in any case by no later than 11.00 a.m. on 26 February 2021, Link Group has not received evidence satisfactory to it as aforesaid, Link Group may, at its discretion, as agent of the Company, reject the relevant application, in which event the monies submitted in respect of that application will be returned without interest to the account at the payee bank from which such monies were originally debited (without prejudice to the rights of the Company to undertake proceedings to recover monies in respect of the loss suffered by it as a result of the failure to produce satisfactory evidence as aforesaid).

4.2

Open Offer Entitlements in CREST

If you hold your Open Offer Entitlement and Excess CREST Open Offer Entitlement in CREST and apply for Offer Shares in respect of some or all of your Open Offer Entitlement Excess CREST Open Offer Entitlement as agent for one or more persons and you are not a UK or EU regulated person or institution (e.g. a UK ﬁnancial institution), then, irrespective of the value of the application, Link Group is obliged to take reasonable measures to establish the identity of the person or persons on whose behalf you are making the application. You must therefore contact Link Group before sending any USE Instruction or other instruction so that appropriate measures may be taken.

Submission of a USE Instruction which on its settlement constitutes a valid application as described above constitutes a warranty and undertaking by the applicant to provide promptly to Link Group such information as may be speciﬁed by Link Group as being required for the purposes of the Money Laundering Regulations. Pending the provision of evidence satisfactory to Link Group as to identity, who may in its absolute discretion take, or omit to take, such action as it may determine to prevent or delay issue of the Offer Shares concerned. If satisfactory evidence of identity has not been provided within a reasonable time, then the application for the Offer Shares represented by the USE instruction will not be valid. This is without prejudice to the right of the Company to take proceedings to recover any loss suffered by it as a result of failure to provide satisfactory evidence.

5. Admission, settlement and dealings

The result of the Open Offer is expected to be announced on 1 March 2021. Applications will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. Subject to the Firm Placing and Open Offer becoming unconditional in all respects (save only as to admission), it is expected that Admission will become effective and that dealings in the Offer Shares, fully paid, will commence at 8.00 a.m. on 2 March 2021.

The Existing Ordinary Shares are already admitted to CREST. No further application for admission to CREST is accordingly required for the New Ordinary Shares. All such shares, when issued and fully paid, may be held and transferred by means of CREST.

Open Offer Entitlements and Excess CREST Open Offer Entitlements held in CREST are expected to be disabled in all respects after 11.00 a.m. on 26 February 2021 (the latest date for applications under the Open Offer). If the condition(s) to the Open Offer described above are satisﬁed, New Ordinary Shares will be issued in uncertiﬁcated form to those persons who submitted a valid application for New Ordinary Shares by utilising the CREST application procedures and whose applications have been accepted by the Company.

On 2 March 2021, Link Group will instruct Euroclear to credit the appropriate stock accounts of such persons with such persons' entitlements to Offer Shares with effect from Admission. The stock accounts to be credited will be accounts under the same CREST participant IDs and CREST member account IDs in respect of which the USE Instruction was given. Notwithstanding any other provision of this document, the Company reserves the right to send Qualifying CREST Shareholders an Application Form instead of crediting the relevant stock account with Open Offer Entitlements and Excess CREST Open Offer Entitlements, and to allot and/or issue any Offer Shares incertiﬁcated form. In normal circumstances, this right is only likely to be exercised in the event of any interruption, failure or breakdown of CREST (or of any part of CREST) or on the part of the facilities and/or systems operated by Link Group in connection with CREST.

No temporary documents of title will be issued and, transfers will be certiﬁed against the UK share register of the Company. All documents or remittances sent by, to, from or on behalf of applicants, or as they may direct, will (in the latter case) be sent through the post and will (in both cases) be at the risk of the applicant. For more information as to the procedure for application, Qualifying Non-CREST Shareholders are referred to paragraph 3.1 above and their respective Application Form.

6. Overseas Shareholders

The comments set out in this paragraph 6 are intended as a general guide only and any Overseas Shareholders who are in any doubt as to their position should consult their professional advisers without delay.

6.1

General

The distribution of this document and the making or acceptance of the Open Offer to or by persons who have registered addresses in, or who are resident or ordinarily resident in, or citizens of, or which are corporations, partnerships or other entities created or organised under the laws of countries other than the United Kingdom or to persons who are nominees of or custodians, trustees or guardians for citizens, residents in or nationals of, countries other than the United Kingdom, may be affected by the laws or regulatory requirements of the relevant jurisdictions. It is the responsibility of those persons to consult their professional advisers as to whether they require any governmental or other consents or need to observe any applicable legal requirement or other formalities to enable them to apply for Offer Shares under the Open Offer.

No action has been or will be taken by the Company, Cenkos Securities, or any other person, to permit a public offering or distribution of this document (or any other offering or publicity materials or application form(s) relating to the Offer Shares) in any jurisdiction where action for that purpose may be required, other than in the United Kingdom. Receipt of this document and/or an Application Form and/or a credit of an Open Offer Entitlement or an Excess CREST Open Offer Entitlement to a stock account in CREST will not constitute an invitation or offer of securities for subscription, sale or purchase in any jurisdictions in which it would be illegal to make such an invitation or offer and, in those circumstances, this document and/or the Application Form must be treated as sent for information only and should not be copied or redistributed.

Application Forms will not be sent to, and Open Offer Entitlements and Excess CREST Open Offer Entitlements will not be credited to stock accounts in CREST of, persons with registered addresses in the United States or a Restricted Jurisdiction or their agent or intermediary, except where the Company is satisﬁed that such action would not result in the contravention of any registration or other legal requirement in any jurisdiction.

No person receiving a copy of this document and/or an Application Form and/or a credit of Open Offer Entitlements or Excess CREST Open Offer Entitlements to a stock account in CREST in any territory other than the United Kingdom may treat the same as constituting an invitation or offer to him or her, nor should he or she in any event use any such Application Form and/or credit of Open Offer Entitlements or Excess CREST Open Offer Entitlements to a stock account in CREST unless, in the relevant territory, such an invitation or offer could lawfully be made to him or her and such Application Form and/or credit of Open Offer Entitlements or Excess CREST Open Offer Entitlements to a stock account in CREST could lawfully be used, and any transaction resulting from such use could be effected, without contravention of any registration or other legal or regulatory requirements. In circumstances where an invitation or offer would contravene any registration or other legal or regulatory requirements, this document and/or the Application Form must be treated as sent for information only and should not be copied or redistributed.

It is the responsibility of any person (including, without limitation, custodians, agents, nominees and trustees) outside the United Kingdom wishing to apply for Offer Shares under the Open Offer to satisfy themselves as to the full observance of the laws of any relevant territory inconnection therewith, including obtaining any governmental or other consents that may be required, observing any other formalities required to be observed in such territory and paying any issue, transfer or other taxes due in such territory.

None of the Company, Cenkos Securities, nor any of their respective representatives, is making any representation to any offeree or purchaser of the Offer Shares regarding the legality of an investment in the Offer Shares by such offeree or purchaser under the laws applicable to such offeree or purchaser.

Persons (including, without limitation, custodians, agents, nominees and trustees) receiving a copy of this document and/or an Application Form and/or a credit of Open Offer Entitlements or Excess CREST Open Offer Entitlements to a stock account in CREST, in connection with the Open Offer or otherwise, should not distribute or send either of those documents nor transfer Open Offer Entitlements or Excess CREST Open Offer Entitlements in or into any jurisdiction where to do so would or might contravene local securities laws or regulations. If a copy of this document and/or an Application Form and/or a credit of Open Offer Entitlements or Excess CREST Open Offer Entitlements to a stock account in CREST is received by any person in any such territory, or by his or her custodian, agent, nominee or trustee, he or she must not seek to apply for Offer Shares in respect of the Open Offer unless the Company and Cenkos Securities determine that such action would not violate applicable legal or regulatory requirements. Any person (including, without limitation, custodians, agents, nominees and trustees) who does forward a copy of this document and/or an Application Form and/or transfers Open Offer Entitlements or Excess CREST Open Offer Entitlements into any such territory, whether pursuant to a contractual or legal obligation or otherwise, should draw the attention of the recipient to the contents of this Part 3 "Terms and Conditions of the Open Offer" and speciﬁcally the contents of this paragraph 6.

The Company reserves the right to treat as invalid any application or purported application for Open Offer Shares that appears to the Company or its agents to have been executed, effected or dispatched from the United States or a Restricted Jurisdiction or in a manner that may involve a breach of the laws or regulations of any other jurisdiction or if the Company or its agents believe that the same may violate applicable legal or regulatory requirements or if it provides an address for delivery of the share certiﬁcates of Offer Shares or in the case of a credit of Open Offer Entitlements or Excess CREST Open Offer Entitlements to a stock account in CREST, to a CREST member whose registered address would be, in the United States or a Restricted Jurisdiction or any other jurisdiction outside the United Kingdom in which it would be unlawful to deliver such share certiﬁcates or make such a credit.

Notwithstanding any other provision of this document or the relevant Application Form, the Company and Cenkos Securities reserve the right to permit any person to apply for Offer Shares in respect of the Open Offer if the Company, in its sole and absolute discretion, is satisﬁed that the transaction in question is exempt from, or not subject to, the legislation or regulations giving rise to the restrictions in question.

Overseas Shareholders who wish, and are permitted, to apply for Offer Shares should note that payment must be made in sterling denominated cheques s or where such Overseas Shareholder is a Qualifying CREST Shareholder, through CREST. Due to restrictions under the securities laws of the United States and the Restricted Jurisdictions, and subject to certain exceptions, Qualifying Shareholders in the United States or who have registered addresses in, or who are resident or ordinarily resident in, or citizens of, any Restricted Jurisdiction will not qualify to participate in the Open Offer and will not be sent an Application Form nor will their stock accounts in CREST be credited with Open Offer Entitlements. No public offer of Offer Shares is being made by virtue of this document or the Application Forms into the United States or any Restricted Jurisdiction. Receipt of this document and/or an Application Form and/or a credit of an Open Offer Entitlement to a stock account in CREST will not constitute an invitation or offer of securities for subscription, sale or purchase in those jurisdictions in which it would be illegal to make such an invitation or offer and, in those circumstances, this document and/or the Application Form must be treated as sent for information only and should not be copied or redistributed.

6.2 United States
The New Ordinary Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and, accordingly, may not be offered or sold, re-sold, taken up, transferred, delivered or distributed, directly or indirectly, within the United States except in reliance on an exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.
Accordingly, the Company is not extending the Open Offer into the United States unless an exemption from the registration requirements of the US Securities Act is available and, subject to certain exceptions, neither this document nor the Application Form constitutes or will constitute an offer or an invitation to apply for or an offer or an invitation to acquire any New Ordinary Shares in the United States. Subject to certain exceptions, neither this document nor an Application Form will be sent to, and no New Ordinary Shares will be credited to a stock account in CREST of, any Qualifying Shareholder with a registered address in the United States. Subject to certain exceptions, Application Forms sent from or postmarked in the United States will be deemed to be invalid and all persons acquiring New Ordinary Shares and wishing to hold such New Ordinary Shares in registered form must provide an address for registration of the New Ordinary Shares issued upon exercise thereof outside the United States.
Subject to certain exceptions, any person who acquires New Ordinary Shares will be deemed to have declared, warranted and agreed, by accepting delivery of this document or the Application Form and delivery of the New Ordinary Shares, that they are not, and that at the time of acquiring the New Ordinary Shares they will not be, in the United States or acting on behalf of, or for the account or beneﬁt of a person on a non-discretionary basis in the United States or any state of the United States.
The Company reserves the right to treat as invalid any Application Form that appears to the Company or its agents to have been executed in, or despatched from, the United States, or that provides an address in the United States for the receipt of New Ordinary Shares, or which does not make the warranty set out in the Application Form to the effect that the person completing the Application Form does not have a registered address and is not otherwise located in the United States and is not acquiring the New Ordinary Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such New Ordinary Shares in the United States or where the Company believes acceptance of such Application Form may infringe applicable legal or regulatory requirements.
The Company will not be bound to allot or issue any New Ordinary Shares to any person with an address in, or who is otherwise located in, the United States in whose favour an Application Form or any New Ordinary Shares may be transferred. In addition, the Company and Cenkos Securities reserve the right to reject any USE instruction sent by or on behalf of any CREST member with a registered address in, or who is otherwise located in, the United States in respect of the New Ordinary Shares. In addition, until 45 days after the commencement of the Open Offer, an offer, sale or transfer of the New Ordinary Shares within the United States by a dealer (whether or not participating in the and Open Offer) may violate the registration requirements of the US Securities Act.
6.3 Restricted Jurisdictions
Due to restrictions under the securities laws of the Restricted Jurisdictions and subject to certain exemptions, Shareholders who have registered addresses in, or who are resident or ordinarily resident in, or citizens of, any Restricted Jurisdiction will not qualify to participate in the Open Offer and will not be sent an Application Form nor will their stock accounts in CREST be credited with Open Offer Entitlements or Excess CREST Open Offer Entitlements. The Offer Shares have not been and will not be registered under the relevant laws of any Restricted Jurisdiction or any state, province or territory thereof and may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into any Restricted Jurisdiction or to, or for the account or beneﬁt of, any person with a registered address in, or who is resident or ordinarily resident in, or a citizen of, any Restricted Jurisdiction except pursuant to an applicable exemption.

No offer or invitation to apply for Offer Shares is being made by virtue of this document or the Application Form into any Restricted Jurisdiction.

6.4 Other overseas territories
Application Forms will be sent to Qualifying Non-CREST Shareholders and Open Offer Entitlements and Excess CREST Open Offer Entitlements will be credited to the stock account in CREST of Qualifying CREST Shareholders. Qualifying Shareholders in jurisdictions other than the United States or the Restricted Jurisdictions may, subject to the laws of their relevant jurisdiction, take up Offer Shares under the Open Offer in accordance with the instructions set out in this document and the Application Form.
Qualifying Shareholders who have registered addresses in, or who are resident or ordinarily resident in, or citizens of, countries other than the United Kingdom should, however, consult appropriate professional advisers as to whether they require any governmental or other consents or need to observe any further formalities to enable them to apply for any Open Offer Shares in respect of the Open Offer.
6.5 Representations and warranties relating to Overseas Shareholders
- (a) Qualifying Non-CREST Shareholders
  Any person completing and returning an Application Form or requesting registration of the Offer Shares comprised therein represents and warrants to the Company, Cenkos Securities and Link Group that, except where proof has been provided to the Company's satisfaction that such person's use of the Application Form will not result in the contravention of any applicable legal requirements in any jurisdiction: (i) such person is not requesting registration of the relevant Offer Shares from within the United States or any Restricted Jurisdiction; (ii) such person is not in any territory in which it is unlawful to make or accept an offer to acquire Offer Shares in respect of the Open Offer or to use the Application Form in any manner in which such person has used or will use it; (iii) such person is not acting on a non-discretionary basis for a person located within any Restricted Jurisdiction (except as agreed with the Company) or any territory referred to in (ii) above at the time the instruction to accept was given; and (iv) such person is not acquiring Offer Shares with a view to offer, sale, resale, transfer, deliver or distribute, directly or indirectly, any such Offer Shares into any of the above territories. The Company and/or Link Group may treat as invalid any acceptance or purported acceptance of the allotment of Offer Shares comprised in an Application Form if it: (i) appears to the Company or its agents to have been executed, effected or dispatched from the United States or a Restricted Jurisdiction or in a manner that may involve a breach of the laws or regulations of any jurisdiction or if the Company or its agents believe that the same may violate applicable legal or regulatory requirements; or (ii) provides an address in the United States or a Restricted Jurisdiction for delivery of the share certiﬁcates of Offer Shares (or any other jurisdiction outside the United Kingdom in which it would be unlawful to deliver such share certiﬁcates); or (iii) purports to exclude the warranty required by this sub-paragraph (a).
- (b) Qualifying CREST Shareholders
  A CREST member or CREST sponsored member who makes a valid acceptance in accordance with the procedures set out in this Part 3 "Terms and Conditions of the Open Offer" represents and warrants to the Company and Cenkos Securities that, except where proof has been provided to the Company's satisfaction that such person's acceptance will not result in the contravention of any applicable legal requirement in any jurisdiction: (i) he or she is not within the United States or any Restricted Jurisdiction; (ii) he or she is not in any territory in which it is unlawful to make or accept an offer to acquire Offer Shares; (iii) he or she is not accepting on a non-discretionary basis for a person located within any Restricted Jurisdiction (except as otherwise agreed with the Company) or any territory referred to in (ii) above at the time the instruction to accept was given; and (iv) he or she is not acquiring any Open Offer Shares with a view the offer, sale, resale, transfer, deliver or distribute, directly or indirectly, any such Offer Shares into any of the above territories.

6.6

Waiver

The provisions of this paragraph 6 and of any other terms of the Open Offer relating to Overseas Shareholders may be waived, varied or modiﬁed as regards speciﬁc Shareholders or on a general basis by the Company and Cenkos Securities in their absolute discretion. Subject to this, the provisions of this paragraph 6 supersede any terms of the Open Offer inconsistent herewith. References in this paragraph 6 to Shareholders shall include references to the person or persons executing an Application Form and, in the event of more than one person executing an Application Form, the provisions of this paragraph 6 shall apply to them jointly and to each of them.

7. Option Holders

The Open Offer is not being extended to the holders of share options, save to the extent that any such share options are or have been validly exercised and Ordinary Shares have been allotted in consequence of such exercise prior to the Record Date.

8. Times and Dates

The Company shall, in agreement with Cenkos Securities and after consultation with its ﬁnancial and legal advisers, be entitled to amend the dates that Application Forms are despatched or amend or extend the latest date for acceptance under the Open Offer and all related dates set out in this document and in such circumstances shall notify the London Stock Exchange, and make an announcement on a Regulatory Information Service but Qualifying Shareholders may not receive any further written communication.

If a supplementary circular is issued by the Company two or fewer Business Days prior to the latest time and date for acceptance and payment in full under the Open Offer speciﬁed in this document, the latest date for acceptance under the Open Offer shall be extended to the date that is three Business Days after the date of issue of the supplementary circular (and the dates and times of principal events due to take place following such date shall be extended accordingly).

9. Taxation

Shareholders who are in any doubt as to their tax position in relation to taking up their entitlements under the Open Offer, or who are subject to tax in any jurisdiction other than the United Kingdom, should immediately consult a suitable professional adviser.

10. Further information

Your attention is drawn to the further information set out in this document and also, in the case of Qualifying Non-CREST Shareholders and other Qualifying Shareholders to whom the Company has sent Application Forms, to the terms, conditions and other information printed on the accompanying Application Form.

11. Governing law and jurisdiction

The terms and conditions of the Open Offer as set out in this document, the Application Form and any non-contractual obligation related thereto shall be governed by, and construed in accordance with, English law.

The courts of England and Wales are to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Open Offer, this document or the Application Form. By taking up Offer Shares, by way of their Open Offer Entitlement and the Excess Application Facility (as applicable), in accordance with the instructions set out in this document and, where applicable, the Application Form, Qualifying Shareholders irrevocably submit to the jurisdiction of the courts of England and Wales and waive any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum.

PART 4

QUESTIONS AND ANSWERS ABOUT THE OPEN OFFER

The questions and answers set out in this Part 4 "Questions and Answers about the Open Offer" are intended to be in general terms only and, as such, you should read Part 3 "Terms and Conditions of the Open Offer" of this document for full details of what action to take. If you are in any doubt as to the action you should take, you are recommended to seek your own personal ﬁnancial advice immediately from your stockbroker, bank, fund manager, solicitor, accountant or other appropriate independent ﬁnancial adviser, who is authorised under the FSMA if you are in the United Kingdom, or, if not, from another appropriately authorised independent ﬁnancial adviser.

This Part 4 deals with general questions relating to the Open Offer and more speciﬁc questions relating principally to persons resident in the United Kingdom who hold their Existing Ordinary Shares in certiﬁcated form only. If you are an Overseas Shareholder, you should read paragraph 6 of Part 3 "Terms and Conditions of the Open Offer" of this document and you should take professional advice as to whether you are eligible and/or you need to observe any formalities to enable you to take up your Open Offer Entitlement. If you hold your Existing Ordinary Shares in uncertiﬁcated form (that is, through CREST) you should read Part 3 "Terms and Conditions of the Open Offer" of this document for full details of what action you should take.

If you are a CREST sponsored member, you should also consult your CREST sponsor. If you do not know whether your Existing Ordinary Shares are in certiﬁcated or uncertiﬁcated form, please call the Shareholder helpline on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 am - 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Please note that Link Group cannot provide any ﬁnancial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

The contents of this document should not be construed as legal, business, accounting, tax, investment or other professional advice. Each prospective investor should consult his, her or its own appropriate professional advisers for advice. This document is for your information only and nothing in this document is intended to endorse or recommend a particular course of action.

1. What is an open offer?

An open offer is a way for companies to raise money. Companies usually do this by giving their existing shareholders a right to acquire further shares at a ﬁxed price in proportion to their existing shareholdings. The open offer price is normally at a discount to the market price of the shares prior to the announcement of the open offer.

In this instance Shareholders will also be offered the opportunity to apply for additional Ordinary Shares in excess of their entitlement to the extent that other Qualifying Shareholders do not take up their entitlement under the Open Offer in full.

This Open Offer is an invitation by the Company to Qualifying Shareholders to apply to acquire up to an aggregate of 20,288,064 new Ordinary Shares at a price of 15 pence per share. If you hold Existing Ordinary Shares on the Record Date or have a bona ﬁde market claim, other than, subject to certain exceptions, where you are a Shareholder with a registered address or located in the United States, or any other Restricted Jurisdiction, you should be entitled to buy Offer Shares under the Open Offer.

The Open Offer is being made on the basis of 1 Offer Share for every 17 Existing Ordinary Shares held by Qualifying Shareholders on the Record Date. If your entitlement to Offer Shares is not a whole number, you will not be entitled to buy a fraction of an Offer Share and your entitlement will be rounded down to the nearest whole number. The Offer Price of 15 pence per Offer Share represents discount of 23.7 cent. to the closing middle-market price quotation as derived from the Daily Ofﬁcial List of the London Stock Exchange of 19.65 pence per Ordinary Share on 11 February 2021 (being the latest practicable date prior to the date of this document).

The Excess Application Facility allows Qualifying Shareholders to apply for Excess Shares in excess of their Open Offer Entitlement. Applications made under the Excess Application Facility may be allocated in such manner as the Directors may determine in their absolute discretion if applications are received from Qualifying Shareholders for more than the available number of Offer Shares, andno assurance can be given that excess applications by Qualifying Shareholders will be met in full, or in part, or at all.

Unlike in a rights issue, Application Forms are not negotiable documents and neither they nor Open Offer Entitlements can themselves be traded. Shareholders will not be able to apply for any new Ordinary Shares which are the subject of the Firm Placing.

2. I hold my Existing Ordinary Shares in certiﬁcated form. How do I know I am eligible to participate in the Open Offer?

If you receive an Application Form and, subject to certain exceptions, are not a holder with a registered address or located in the United States of America or any other Restricted Jurisdiction, then you should be eligible to participate in the Open Offer as long as you have not sold all of your Existing Ordinary Shares before 8.00 am on 15 February 2021 (the time when the Existing Ordinary Shares are expected to be marked "ex-entitlement" by the London Stock Exchange).

3. I hold my Existing Ordinary Shares in certiﬁcated form. How do I know how many Offer Shares I am entitled to take up?

If you hold your Existing Ordinary Shares in certiﬁcated form and, subject to certain exceptions, do not have a registered address and are not located in the United States or any Restricted Jurisdiction, you will be sent an Application Form that shows:

* how many Existing Ordinary Shares you held at the close of business on the Record Date;
* how many Offer Shares are comprised in your Open Offer Entitlement; and
* how much you need to pay if you want to take up your right to buy all your entitlement to the Offer Shares.

Subject to certain exceptions, if you have a registered address in the United States or any of the Restricted Jurisdictions, you will not receive an Application Form.

If you would like to apply for any of or all of the Offer Shares comprised in your Open Offer Entitlement you should complete the Application Form in accordance with the instructions printed on it and the information provided in this document. Completed Application Forms should be returned, along with a cheque drawn in the appropriate form, by post to Link Group, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU or by hand (during normal ofﬁce hours only) so as to be received by them by no later than 11.00 a.m. on 26 February 2021, after which time Application Forms will not be valid.

4. I hold my Existing Ordinary Shares in certiﬁcated form and am eligible to receive an Application Form. What are my choices in relation to the Open Offer?

(a)

If you do not want to take up your Open Offer Entitlement

If you do not want to take up the Offer Shares to which you are entitled, you do not need to do anything. In these circumstances, you will not receive any Offer Shares. You will also not receive any money when the Offer Shares you could have taken up are sold, as would happen under a rights issue.

You cannot sell your Application Form or your Open Offer Entitlement to anyone else. If you do not return your Application Form subscribing for the Offer Shares to which you are entitled by 11.00 a.m. on 26 February 2021, the Company has made arrangements under which the Company has agreed to issue the Offer Shares to other Qualifying Shareholders under the Excess Application Facility.

If you do not take up your Open Offer Entitlement then following the issue of the Offer Shares pursuant to Open Offer, your interest in the Company will be signiﬁcantly diluted. Even if a Qualifying Shareholder subscribes for the basic entitlement under the Open Offer, their proportionate economic interest would be diluted by the issue of New Ordinary Shares pursuant to the Transaction.

(b) If you want to take up some but not all of your Open Offer Entitlement
If you want to take up some but not all of the Offer Shares to which you are entitled, you should write the number of Offer Shares you want to take up in Boxes 6 and 8 of your Application Form; for example, if you are entitled to take up 50 shares but you only want to take up 25 shares, then you should write '25' in Boxes 6 and 8. To work out how much you need to pay for the Offer Shares, you need to multiply the number of Offer Shares you want (in this example, '25') by £0.15, which is the price in pounds of each Offer Share (giving you an amount of £3.75 in this example). You should write this amount in Box 9, rounding up to the nearest whole pence and this should be the amount your cheque is made out for. You should then return the completed Application Form, together with a cheque for that amount, by post to Link Group, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU or by hand (during normal ofﬁce hours only) so as to be received by them by no later than 11.00 a.m. on 26 February 2021, after which time Application Forms will not be valid If you post your Application Form by ﬁrst class post, you should allow at least four Business Days for delivery.
All payments must be in pounds sterling and made by cheque made payable to "Link Market Services Limited RE: Kromek Group plc Open Offer A/C" and crossed "A/C Payee Only". Cheques must be drawn on a bank or building society or branch of a bank or building society in the United Kingdom or Channel Islands which is either a settlement member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which has arranged for its cheques to be cleared through the facilities provided by any of those companies or committees and must bear the appropriate sort code in the top right-hand corner and must be for the full amount payable on application. Third party cheques will not be accepted with the exception of building society cheques where the building society or bank has conﬁrmed the name of the account holder and the number of an account held in the applicant's name at the building society or bank by stamping or endorsing the cheque to such effect. The account name should be the same as that shown on the application. Post-dated cheques may not be accepted. Third party cheques (other than building society cheques s where the building society or bank has conﬁrmed that the relevant Qualifying Shareholder has title to the underlying funds) will not be accepted (see paragraph 4 of Part 3).
Cheques will be presented for payment upon receipt. The Company reserves the right to instruct Link Group to seek special clearance of cheques to allow the Company to obtain value for remittances at the earliest opportunity. No interest will be paid on payments made before they are due. It is a term of the Open Offer that cheques shall be honoured on ﬁrst presentation and the Company may elect to treat as invalid acceptances in respect of which cheques are not so honoured. All documents, cheques sent through the post will be sent at the risk of the sender. Payments via CHAPS, BACS or electronic transfer will not be accepted.
A de ﬁnitive share certiﬁcate will then be sent to you for the Offer Shares that you take up. Your deﬁnitive share certiﬁcate for Offer Shares is expected to be despatched to you by no later than 10 Business Days from Admission.
(c) If you want to take up all of your Open Offer Entitlement
If you want to take up all of the Offer Shares to which you are entitled, all you need to do is send the Application Form (ensuring that all joint holders sign (if applicable)), together with your cheque for the amount (as indicated in Box 9 of your Application Form), by post to Link Group, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU or by hand (during normal ofﬁce hours only) so as to be received by them by no later than 11.00 a.m. on 26 February 2021, after which time Application Forms will not be valid If you post your Application Form by ﬁrst-class post, you should allow at least four Business Days for delivery.
All payments must be in pounds sterling and made by cheque made payable to Link Market Services Limited RE: Kromek Group plc - Open Offer A/C and crossed "A/C Payee Only". Cheques must be drawn on a bank or building society or branch of a bank or building society in the United Kingdom or Channel Islands which is either a settlement member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which has arranged for its cheques to be cleared through the facilities provided by any of those companies or committees and must bear the appropriate sort code in the top right-hand

corner. Third party cheques will not be accepted with the exception of building society cheques s where the building society or bank has conﬁrmed the name of the account holder and the number of an account held in the applicant's name at the building society or bank by stamping or endorsing the cheque to such effect. The account name should be the same as that shown on the application.

Post-dated cheques will not be accepted. Third party cheques (other than building society cheques where the building society or bank has conﬁrmed that the relevant Qualifying Shareholder has title to the underlying funds) will not be accepted.

A de ﬁnitive share certiﬁcate will then be sent to you for the Offer Shares that you take up. Your deﬁnitive share certiﬁcate for Offer Shares is expected to be despatched to you by no later than 10 Business Days from Admission.

(d)

If you want to apply for more than your Open Offer Entitlement

Provided you have agreed to take up your Open Offer Entitlement in full, you can apply for further Offer Shares under the Excess Application Facility. The Excess Application Facility enables Qualifying Shareholders to apply for Excess Shares in excess of their Open Offer Entitlement as at the Record Date. You should write the number of Offer Shares comprised in your Open Offer Entitlement (as indicated in Box 4 of the Application Form) in Box 6 and write the number of Excess Shares for which you would like to apply in Box 7. You should then add the totals in Boxes 6 and 7 and insert the total number of Offer Shares for which you would like to apply in Box 8.

For example, if you have an Open Offer Entitlement for 50 Offer Shares but you want to apply for 75 Offer Shares in total, then you should write '50' in Box 6, '25' in Box 7 and '75' in Box 8. To work out how much you need to pay for the Offer Shares, you need to multiply the number of Offer Shares you want (in this example, '75') by £0.15, which is the price in pounds sterling of each Offer Share (giving you an amount of £11.25 in this example). You should write this amount in Box 9. You should then return your Application Form by post to Link Group, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU or by hand (during normal ofﬁce hours only) so as to be received by them by no later than 11.00 a.m. on 26 February 2021, after which time Application Forms will not be valid If you post your application form by ﬁrst class post, you should allow at least four Business Days for delivery.

If applications under the Excess Application Facility are received for more than the total number of Offer Shares available following take up of Open Offer Entitlements, the Excess Shares may be allocated in such manner as the Directors may determine in their absolute discretion. No assurance can be given that excess applications by Qualifying Shareholders will be met in full or in part or at all.

A de ﬁnitive share certiﬁcate will then be sent to you for the Offer Shares that you take up and otherwise successfully apply for using the Excess Application Facility. Your deﬁnitive share certiﬁcate for Offer Shares is expected to be despatched to you, at your own risk, by no later than 10 Business Days from Admission.

5. I hold my Existing Ordinary Shares in uncertiﬁcated form in CREST. What do I need to do in relation to the Open Offer?

CREST members should follow the instructions set out in Part 3 "Terms and Conditions of the Open Offer" of this document. Persons who hold Existing Ordinary Shares through a CREST member should be informed by the CREST member through which they hold their Existing Ordinary Shares of (i) the number of Offer Shares which they are entitled to acquire under the their Open Offer Entitlement and (ii) how to apply for Offer Shares in excess of their Open Offer Entitlement under the Excess Application Facility provided they choose to take up their Open Offer Entitlement in full and should contact them should they not receive this information.

6. I acquired my Existing Ordinary Shares prior to the Record Date and hold my Existing

Ordinary Shares in certiﬁcated form. What if I do not receive an Application Form or I have lost my Application Form?

If you do not receive an Application Form, this probably means that you are not eligible to participate in the Open Offer. Some Non-CREST Shareholders, however, will not receive an Application Form but may still be eligible to participate in the Open Offer, namely:

* Qualifying CREST Shareholders who held their Existing Ordinary Shares in uncertiﬁcated form on 11 February 2021 and who have converted them to certiﬁcated form;
* Qualifying non-CREST Shareholders who bought Existing Ordinary Shares before 11 February 2021 but were not registered as the holders of those shares at the close of business on 11 February 2021; and
* certain Overseas Shareholders.

If you do not receive an Application Form but think that you should have received one or you have lost your Application Form, please contact the Shareholder helpline on 0371 664 0321 Link Group on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 am - 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Please note that Link Group cannot provide any ﬁnancial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

7. Can I trade my Open Offer Entitlement?

Qualifying Shareholders should be aware that the Open Offer is not a rights issue. As such, Qualifying Non-CREST Shareholders should also note that their Application Forms are not negotiable documents and cannot be traded. Qualifying CREST Shareholders should note that, although Open Offer Entitlements will be admitted to CREST they will have limited settlement capabilities (for the purposes of market claims only), Open Offer Entitlements will not be tradable or listed and applications in respect of the Open Offer may only be made by the Qualifying Shareholders originally entitled or by a person entitled by virtue of a bona ﬁde market claim. Offer Shares for which an application has not been made under the Open Offer will not be sold in the market for the beneﬁt of those who do not apply under the Open Offer and Qualifying Shareholders who do not apply to take up their Open Offer Entitlement will have no rights under the Open Offer or receive any proceeds from it. The Offer Shares are not underwritten.

8. What if I change my mind?

If you are a Qualifying non-CREST Shareholder, once you have sent your Application Form and payment to Link Group you cannot withdraw your application or change the number of Offer Shares for which you have applied, except in the very limited circumstances which are set out in this document.

9. What if the number of Offer Shares to which I am entitled is not a whole number: am I entitled to fractions of Offer Shares?

If the number is not a whole number, you will not receive a fraction of an Offer Share and your entitlement will be rounded down to the nearest whole number.

10. I hold my Existing Ordinary Shares in certiﬁcated form. What should I do if I have sold some or all of my Existing Ordinary Shares?

If you hold Existing Ordinary Shares in the Company directly and you sell some or all of your Existing Ordinary Shares before 11 February 2021, you should contact the buyer or the person/ company through whom you sell your shares. The buyer may be entitled to apply for Offer Shares under the Open Offer. If you sell any of your Existing Ordinary Shares on or after 11 February 2021, you may still take up and apply for the Offer Shares as set out on your Application Form.

11. I hold my Existing Ordinary Shares in certiﬁcated form. How do I pay?

Completed Application Forms should be returned with a cheque drawn in the appropriate form. All payments must be in pounds sterling and made by cheque made payable to Link Market ServicesLimited RE: Kromek Group plc - Open Offer A/C and crossed "A/C Payee Only". Cheques must be drawn on a bank or building society or branch of a bank or building society in the United Kingdom or Channel Islands which is either a settlement member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which has arranged for its cheques to be cleared through the facilities provided by any of those companies or committees and must bear the appropriate sort code in the top right-hand corner. Third party cheques may not be accepted with the exception of building society cheques where the building society or bank has conﬁrmed the name of the account holder and the number of an account held in the applicant's name at the building society or bank by stamping or endorsing the cheque to such effect. The account name should be the same as that shown on the application. Post-dated cheques will not be accepted. Third party cheques (other than building society cheques where the building society or bank has conﬁrmed that the relevant Qualifying Shareholder has title to the underlying funds) will not be accepted.

12. Will the Existing Ordinary Shares that I hold now be affected by the Open Offer?

If you decide not to apply for any of the Offer Shares to which you are entitled under the Open Offer, or only apply for some of your entitlement, your proportionate ownership and voting interest in the Company will be reduced.

13. I hold my Existing Ordinary Shares in certiﬁcated form. Where do I send my Application Form?

You should send your completed Application Form together with the monies in the appropriate form, by post to Link Group, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU or by hand (during normal ofﬁce hours only). If you post your Application Form by ﬁrst-class post, you should allow at least four Business Days for delivery. If you do not want to take up or apply for Open Offer Shares then you need take no further action.

14. I hold my Existing Ordinary Shares in certiﬁcated form. When do I have to decide if I want to apply for Offer Shares?

Link Group must receive the Application Form by no later than 11.00 a.m. on 26 February 2021, after which time Application Forms will not be valid. If an Application Form is being sent by ﬁrst class post in the UK, Qualifying Shareholders are recommended to allow at least four Business Days for delivery.

15. How do I transfer my entitlements into the CREST system?

If you are a Qualifying Non-CREST Shareholder, but are a CREST member and want your Open Offer Shares to be in uncertiﬁcated form, you should complete the CREST deposit form (contained in the Application Form), and ensure it is delivered to the CREST Courier and Sorting Services in accordance with the instructions in the Application Form. CREST sponsored members should arrange for their CREST sponsors to do this.

16. I hold my Existing Ordinary Shares in certiﬁcated form. When will I receive my new share certiﬁcate?

It is expected that Link Group will post all new share certiﬁcates within 10 Business Days from Admission.

17. If I buy Existing Ordinary Shares after the Record Date, will I be eligible to participate in the Open Offer?

If you bought your Existing Ordinary Shares after the Record Date, you are unlikely to be able to participate in the Open Offer in respect of such Ordinary Shares. If you do not receive an application form but think you should have received one please contact the receiving agent Link Group on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 am - 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Please note that Link Group cannot provide any ﬁnancial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

18. Will I be taxed if I take up my entitlements?

Shareholders who are in any doubt as to their tax position should consult an appropriate professional adviser immediately.

19. What should I do if I live or am located outside the United Kingdom?

Your ability to apply to acquire Offer Shares may be affected by the laws of the country in which you live or are located and you should take professional advice as to whether you require any governmental or other consents or need to observe any other formalities to enable you to take up your Open Offer Entitlement. Shareholders with registered addresses or who are located or resident in the United States or any other Restricted Jurisdiction are, subject to certain exceptions, not eligible to participate in the Open Offer. Your attention is drawn to the information in paragraph 6 of Part 3 "Terms and Conditions of the Open Offer" of this document.

20. Further assistance

Should you require further assistance please call the Shareholder helpline on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 am - 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Please note that Link Group cannot provide any ﬁnancial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

KROMEK GROUP PLC

(Incorporated and registered in England and Wales with registered no. 8661469)

NOTICE OF GENERAL MEETING

DUE TO THE UK GOVERNMENT'S PUBLIC HEALTH GUIDELINES ON COVID-19 AND IN THE INTERESTS OF THE SAFETY AND WELLBEING OF OUR SHAREHOLDERS, SHAREHOLDERS

WILL NOT BE PERMITTED TO ATTEND THE GENERAL MEETING IN PERSON.

DETAILS ON HOW TO VOTE ON THE RESOLUTIONS AT THE GENERAL MEETING ARE SET

OUT IN THE NOTES BELOW.

NOTICE IS HEREBY GIVEN that the General Meeting of Kromek Group plc (the "Company") will be held at NETPark, Thomas Wright Way, Sedgeﬁeld, TS21 3FD on 1 March 2021 at 12.00 p.m. to consider, and if thought ﬁt pass, the following resolutions ("Resolutions") of which resolution 1 will be proposed as an ordinary resolution and resolution 2 as a special resolution.

ORDINARY RESOLUTION

THAT, in addition to all other powers granted to the Directors at the Company's Annual General Meeting on 31 October 2020, in accordance with section 551 of the Companies Act 2006 (the "Act"), the Directors be generally and unconditionally authorised to exercise all powers of the Company to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company up to a maximum aggregate nominal amount of £869,547.31 (being equal to 86,954,731 Ordinary Shares) pursuant to the Firm Placing, Open Offer and Directors' Subscription, provided that this authority will expire at whichever is the earlier of the conclusion of the annual general meeting of the Company to be held in 2021, or the date falling 6 months from the date of the passing of this resolution (unless renewed varied or revoked by the Company prior to or on that date) but the Company may, before this authority expires, make an offer or agreement which would or might require shares in the Company or rights to be allotted or granted after this authority expires and that the Directors may allot shares in the Company or grant rights pursuant to such an offer or agreement as if the authority conferred by this Resolution had not expired.

SPECIAL RESOLUTION

THAT, in addition to all other powers granted to the Directors at the Company's Annual General Meeting on 31 October 2020, subject to and conditional upon the passing of Resolution 1, in accordance with section 571(1) of the Act, the directors be empowered to allot equity securities for cash (within the meaning of section 560 of the Act) pursuant to the authority conferred by Resolution 1 above, as if section 561 of the Act did not apply to any such allotment, provided that this power shall:

* be limited to the allotment of equity securities pursuant to the Firm Placing, Open Offer and Directors' Subscription up to an aggregate nominal value of £869,547.31 (being equal to 86,954,731 Ordinary Shares); and
* expire at whichever is the earlier of the conclusion of the annual general meeting of the Company to be held in 2021 or the date falling 6 months from the date of passing this resolution but may be previously revoked or varied by special resolution and so that the Company may, before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if such power had not expired.

Registered Ofﬁce

NETPark

Thomas Wright Way Sedgeﬁeld TS21 3TD

Dated 12 February 2021

Paul Farquhar Company Secretary

Kromek Group plc

Notes:

In light of the UK Government's Covid-19 safety precautions, the Board has taken the decision to hold the General Meeting as a closed meeting. The Group will ensure the legal requirements to hold the meeting are satisﬁed with a minimum number of directors in attendance. The meeting will be a formal vote only.

Shareholders are encouraged to submit their proxy votes in advance of the meeting. Details of how to do this are set out in the notes below. Given the restrictions on attendance, the Board recommends the shareholders appoint the Chairman of the General Meeting as their proxy rather than a named person, as any other person will not be permitted to attend the meeting.

1. Pursuant to Regulation 41(3) of the Uncertiﬁcated Securities Regulations 2001/3755, the Company speciﬁes that only those members registered on the Company's register of members at 10.00 a.m. on 25 February 2021 shall be entitled to vote at the General Meeting.
2. If you are a member of the Company at the time set out in note 1 above, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the General Meeting and you should have received a proxy form with this notice of General Meeting. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.
3. A proxy does not need to be a member of the Company but must attend the General Meeting to represent you. You are strongly urged to register your votes in advance by appointing the Chairman of the General Meeting as your proxy (and not any other person). It is not recommended that you appoint any other person as your proxy as they will not be able to participate in the General Meeting and your vote(s) will not be counted. Details of how to appoint the Chairman of the General Meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form.

4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please contact
the Company's registrars at the address set out in note 5.
5. The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote. To appoint a proxy using the proxy form, the form must be:
- (a) completed and signed;
- (b) sent or delivered to Link Group, PXS 1, 34 Beckenham Road, Beckenham, Kent, BR3 4ZF; and
- (c) received by them no later than 12.00 p.m. on 25 February 2021.
6. In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an ofﬁcer of the company or an attorney for the company.
7. Any power of attorney or any other authority under which the proxy form is signed (or a duly certiﬁed copy of such power or authority) must be included with the proxy form.
8. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the ﬁrst-named being the most senior).
9. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual. 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.
10. 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 & Ireland Limited's speciﬁcations and must contain the information required for such instruction, as described in the CREST Manual (available viawww.euroclear.com/CREST). 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 Company's registrars (ID: RA10) by the latest time(s) for receipt of proxy appointments speciﬁed in Note 5 above. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent 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.
11. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. 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 service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings (www.euroclear.com/CREST).

12. 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 (as amended).
13. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
14. As at 5.00 p.m. on the day immediately prior to the date of posting of this Notice of General Meeting, the Company's issued share capital comprised 344,897,089 ordinary shares of 1p each. Each ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at 5.00 p.m. on the day immediately prior to the date of posting of this notice of General Meeting is 344,897,0989.

Black&Callow - c117563

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Kromek Group plc published this content on 12 February 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 February 2021 11:06:01 UTC.

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