Cancellation of Directors’ Subscription

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION WILL BE CONSIDERED TO BE IN THE PUBLIC DOMAIN.

29 May 2025

CEL AI plc

("Cel AI" or the "Company")

Cancellation of Directors' Subscription

Cel AI (LSE: CLAI) announces that the Board of the Company has resolved to cancel the direct subscription of 111,111,110 Subscription Shares by two of the Company's directors, Nicholas Lyth and Matthew Lodge, as announced on 23 May 2025 (as amended on 27 May 2025) with immediate effect. This is due to the proximity of the publication of the interim results. This decision does not affect the Placing led by CMC Markets UK Plc consisting of 111,111,111 Placing Shares for a total of £250,000.

Total Voting Rights

As a result of the decision above, the application for Admission of the New Shares referred to in the announcement dated 23 May 2025 (as amended on 27 May 2025) will be amended so that only the 111,111,111 Placing Shares are admitted to the Equity Shares (Transition) category of the Official List and to trading on the LSE's Main Market for listed securities. It is expected that Admission will take place at 8.00 a.m. on or around 2 June 2025.

Following the Admission of the 111,111,111 Placing Shares, the Company confirms that its total issued share capital will consist of 713,361,111 Ordinary Shares, with one voting right per Ordinary Share. The Company does not hold any Ordinary Shares in treasury. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company pursuant to the FCA's Disclosure Guidance and Transparency Rules.

Capitalised terms used but not defined in this announcement shall have the meanings given to them in the announcement published on 23 May 2025 as amended on 27 May 2025.

The directors of Cel AI accept responsibility for this announcement.

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