Nanoco voting recommendations by Glass Lewis to support Board

Nanoco Group plc (LON:NANO), a world leader in the development and manufacture of cadmium-free quantum dots and other specific nanomaterials emanating from our technology platform, has noted the voting recommendations recently published by Glass Lewis & Co in relation to the Group’s forthcoming General Meeting to be held on 14 August 2023.

The Glass Lewis report recommends that investors vote AGAINST all resolutions that have been proposed, as follows.

·    vote AGAINST all the resolutions to remove the current Board of Nanoco

·    vote AGAINST the proposed appointment of all the Requisitionists’ director nominees

This is in addition to the report issued by Institutional Shareholder Services (“ISS”), as announced on 2 August 2023, which recommended that investors:

·    vote AGAINST all the resolutions to remove the current Board of Nanoco

·    vote AGAINST the proposed appointment of the following director nominees:

o  Tariq Hamoodi

o  Greg Moeller

o  Dooyong Lee

o  Benjamin Barnett

o  Ikchoon Tim Kang

General Meeting on 14 August 2023

The Board is firmly of the view that the changes proposed by Mr Hamoodi are not in the best interests of the Company or its shareholders for the following reasons:

•     Nanoco is at an exciting inflection point, with the Samsung 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 Requisitionists continue to fail to present a clear, coherent and credible strategy

•     Delivering shareholder value needs an experienced and qualified board – none of the Requisitionists’ nominee directors have ever served on the Board of a UK public company

•     The Board changes proposed by the Requisitionists in effect would represent a total change of control of Nanoco with no takeover premium being paid – a backdoor takeover attempt

•     The Requisitionists’ proposals will destroy the significant potential value in Nanoco’s organic business, risk turning the Company into a highly speculative litigation shell, and 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

Shareholders have a lot to lose – the Requisitionists’ resolutions are not in the best interests of shareholders

Proxy voting deadline of 10 August 2023 (11:00 BST)

The Board strongly encourages all Shareholders, regardless of whether or not they intend to attend the General Meeting in person, to submit their votes via proxy as early as possible.

All proxy appointments should be received by no later than 11:00 a.m. on 10 August 2023. CREST members are advised to vote electronically through the CREST electronic proxy appointment service.

Shareholders are reminded that if their shares are registered in the name of a nominee, they must liaise with their nominee to ensure their proxies are validly submitted by the above deadline. If in any doubt about your shareholding, please contact our registrar, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen B62 8HD on telephone number 0121 585 1131, or by e-mail on info@nevilleregistrars.co.uk.

The form of proxy can be found on Nanoco’s Investor Relations website here: https://www.nanocotechnologies.com/investors/documents/

Instructions on how to fill out and submit the form of proxy can be found on page seven of the Circular and Notice of General Meeting here: https://wp-nanoco-2020.s3.eu-west-2.amazonaws.com/media/2023/07/Nanoco-Circular-and-Notice-of-General-Meeting.pdf

For Shareholders who hold their shares via nominee accounts, instructions on how to instruct your nominee to vote can be found on page eight of the Circular and Notice of General Meeting.

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