Circular and Notice of General Meeting - Board's recommendation to vote against all resolutions

18 July 2023

NANOCO GROUP PLC

("Nanoco", the "Company" or the "Group")

Posting of Circular and Notice of General Meeting in relation to Requisitioned General Meeting

Board Recommendation to VOTE AGAINST ALL Resolutions

Nanoco Group plc (LSE: NANO), a world leader in the development and manufacture of cadmium-free quantum dots and other specific nanomaterials emanating from its technology platform, announces that it will today post a Circular setting out details of Nanoco's response to the shareholder Requisition of a General Meeting and why the Board believes Shareholders should VOTE AGAINST ALL Resolutions. The Circular will also contain the Notice of General Meeting to be held on 14 August 2023.

The Proposals are not in the best interests of Shareholders; the Board recommends VOTING AGAINST ALL Resolutions to PROTECT YOUR CASH and PROTECT YOUR COMPANY

·     Nanoco is at an exciting inflection point, with the litigation proceeds fully underpinning our transition from an R&D first mover to a leading producer of next-generation QD materials in the short term

·      The Board changes proposed by the Requisitionists would, in effect, represent a total change of control of Nanoco with no takeover premium being paid

·      The Board changes proposed by the Requisitionists would result in the new Board gaining complete control of YOUR CASH - the net Samsung litigation proceeds of US$90m - having spent only a fraction of that to acquire control of the business

·      The Requisitionists' proposals would be damaging and disruptive to Nanoco's future prospects and, if successful, will result in an exodus of key talent from the business including Dr Nigel Pickett, the Group's co-founder and Chief Technology Officer

·   Mr Hamoodi's unfounded allegations create a false narrative that misleads Nanoco shareholders

Shareholder support for the Board

The Board is pleased to have received the following message of support from Christopher Mills, Founder, Director, Chief Executive Officer and Chief Investment Officer of Harwood Capital, a c.3% shareholder:

"I fully support the board of Nanoco as they have a clear strategy to build value for all shareholders. I believe it would be highly irresponsible to support the resolutions in the requisitioned meeting in so far as the proposed new directors are not of the experience or calibre I would expect to see on the board of a UK public company in which I am invested."

Randolph Baron, Lead Portfolio Manager, International of Pinnacle Associates, a c.1% shareholder, had the following to say:

"We have been Nanoco shareholders for over half a decade. While the successful Samsung settlement has consumed much investor attention of late, especially since the company could return to shareholders over 60 percent of its current share price within seven months, as long-term investors we are more focused on Nanoco's underlying business. Its current prospects give us more enthusiasm than we have had at any point in the last three years.

"We are neither for nor against any individual management: We are for shareholders. Towards that end, we lament the current distraction and bemoan that shareholder cash will be used to defend against Mr. Hamoodi's efforts. We believe bringing in a new management team (including replacing the founder who is also a named patent holder on much of the company's technology) could potentially derail the operational progress that has been building momentum even during the recent Samsung lawsuit. We plan to vote against the resolutions."

Shareholder presentation

The Company will host a presentation for shareholders via Investor Meet Company during which the Board will set out the reasons why they recommend that you VOTE AGAINST ALL the resolutions.  Shareholders will also have the opportunity to submit questions in advance to [email protected]. Details of the Investor Meet Company call will be circulated in due course.

Christopher Richards, Non-Executive Chairman of Nanoco, said:

"The Resolutions proposed by the Requisitionists are not in the best interest of shareholders and would give undue influence and control to one small, disgruntled group of Shareholders, who only own 5.02% of the Company. Indeed, the proposed Board changes will result in the new Board gaining complete control of Shareholder's cash - the net Samsung litigation proceeds of US$90m - having spent only a fraction of that to acquire control.

"The Requisitionists' proposals would also be damaging and disruptive to Nanoco's future prospects and, if successful, would result in an exodus of key talent from the business, including Dr Pickett who is a named inventor on the majority of the Group's retained patents. In stark contrast, the proposed nominees lack the requisite experience, having no track record of serving on the board of any UK listed companies, and are not the right choice to lead Nanoco at this crucial point in its development."

Brian Tenner, Chief Executive Officer of Nanoco Group plc, said:

"The Group is closer to commercial production than at any time in its 20-year history, strengthened by its newly validated IP and proceeds from the successful conclusion of the Samsung litigation, providing a firm financial footing to unlock Nanoco's potential and return significant cash to shareholders. The Requisitionists' proposals would destroy the significant potential value within Nanoco's organic business and risk turning Nanoco into a highly speculative litigation shell company, whilst also risking the majority of future value being lost to third parties."

- Ends -

A copy of the Circular will be published on the Company's website later today atwww.nanocotechnologies.com.

This summary should be read in conjunction with the full text of the Circular. Capitalised terms used but not defined in this announcement will have the same meaning given to them in the Circular.

FORWARD LOOKING STATEMENTS

This announcement (including information incorporated by reference in this announcement) and other information published by Nanoco may contain statements about Nanoco that are or may be deemed to be forward looking statements.  Such statements are prospective in nature.  All statements other than historical statements of facts may be forward looking statements.  Without limitation, statements containing the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or "considers" or other similar words may be forward looking statements.

Forward looking statements inherently contain risks and uncertainties as they relate to events or circumstances in the future.  Important factors such as business or economic cycles, the terms and conditions of Nanoco's financing arrangements, tax rates, or increased competition may cause Nanoco's actual financial results, performance or achievements to differ materially from any forward looking statements.  Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof.  Nanoco disclaims any obligation to update any forward looking or other statements contained herein, except as required by applicable law.

Expected Timetable of Principal Events

Date of receipt of Requisition

27 June 2023

Date of the Notice of General Meeting

18 July 2023

Time and date of Company presentation to shareholders via the Investor Meet Company platform

To be announced in due course

Latest time and date for receipt of Forms of Proxy from Shareholders

11:00 am on 10 August 2023

Latest time and date by which a request to participate in the General Meeting via the conference facility must be made

11:00 am on 10 August 2023

Deadline for ownership of shares to be registered in order to be entitled to attend and vote at the General Meeting

6:00 pm on 10 August 2023

General Meeting

11:00am on 14 August 2023

For further information, please contact:

Nanoco Group PLC:

Dr Christopher Richards, Non-Executive Chairman

Brian Tenner, CEO

Liam Gray, CFO & Company Secretary

+44(0)1928 761 404

Peel Hunt (Joint Corporate Broker):

Paul Gillam

James Smith

+44 (0) 20 7418 890

Turner Pope Investments (Joint Corporate Broker):

Andrew Thacker

James Pope

+44 (0) 20 3657 0050

MHP: 

Reg Hoare

[email protected]

+44 (0) 203 128 8570

Notes for editors:

About Nanoco Group plc

Nanoco (LSE: NANO) harnesses the power of nano-materials. Nano-materials are materials with dimensions typically in the range 1 - 100 nm. Nano-materials have a range of useful properties, including optical and electronic. Quantum dots are a subclass of nano-material that have size-dependent optical and electronic properties. The Group produces quantum dots and other nano-materials. Within the sphere of quantum dots, the Group exploits different characteristics of the quantum dots to target different performance criteria that are attractive to specific markets or end-user applications such as the Display, Sensor and Electronics markets. An interesting property of quantum dots is size-tunable absorption spectrum. Nanoco's HEATWAVE™ quantum dots can be tuned to absorb light at different wavelengths across the near-infrared spectrum, rendering them useful for applications including image sensors. Another interesting property of quantum dots is photoluminescence: the emission of longer wavelength light upon excitation by light of a shorter wavelength. The colour of light emitted depends on the particle size. Nanoco's CFQD® quantum dots are free of cadmium and other toxic heavy metals, and can be tuned to emit light at different wavelengths across the visible and infrared spectrum, rendering them useful for a wide range of applications including displays, lighting and biological imaging.

Nanoco was founded in 2001 and is headquartered in Runcorn, UK, with a US subsidiary, Nanoco Inc., in Concord, MA.Nanoco continues to build out a world-class, patent-protected IP portfolio generated both by its own innovation engine, as well as through acquisition.

Nanoco is listed on the Main Market of the London Stock Exchange and trades under the ticker symbol NANO. For further information, please visit:www.nanocotechnologies.com.

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