Proposed Board Appointment and Operational Update.

The information contained within this announcement is deemed by the Company to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014, as retained as part of the law of England and Wales. Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.

FOR IMMEDIATE RELEASE
29 May 2025

London, UK

Defence Holdings PLC

("Defence" or "the Company")

Proposed Board Appointment and Operational Update

Former CEO of Microsoft Ventures UK Joins Defence Holdings PLC as Senior Non Executive Director to Drive Innovation in UK and European Defence Markets

Defence Holdings PLC, the UK's first publicly listed pure-play defence technology platform, is pleased to announce the appointment of Andrew McCartney as Senior Non Executive Director to the Company as well as provide an operational update of the work undertaken by the Board to date. 

The proposed appointment of Andrew McCartney is subject to the completion of due diligence checks by the Company's advisers. A further announcement regarding the board appointment, including the disclosures required under UKLR 6.4.8, were it to apply to the Company, will be made once the due diligence checks are completed.

Andrew McCartney brings unparalleled expertise in scaling technology ventures and driving innovation at the intersection of AI, cybersecurity, and national security. As the former CEO of Microsoft Ventures UK, he was part of the founding team that pioneered the technology giant's first venture programme, establishing a blueprint for corporate innovation that has been replicated across the industry. His three-decade career spans from building his first computer at age 12 to spearheading world-first AI-driven intelligence platforms that have redefined decision-making in defence and security applications.

Throughout his distinguished career, Andrew has demonstrated exceptional capability in transforming bold technological concepts into operational reality. He has co-founded groundbreaking initiatives that have automated complex workflows, enhanced security protocols, and delivered cutting-edge solutions for defence and national security organisations. His leadership has consistently driven high-performing teams to develop applications that push the boundaries of what's possible in AI and cybersecurity domains.

Andrew's extensive experience encompasses scaling global technology platforms, advising deep-tech innovators, and leading ventures that leverage emerging technologies to solve complex strategic challenges. His proven track record of turning the impossible into the inevitable aligns perfectly with Defence Holdings' mission to pioneer AI-led defence requirements.

The strategy for Defence is to operate at the intersection of software and security, pioneering software-led approaches to next-generation defence challenges. The Company's platform model will enable rapid development and deployment of solutions across multiple domains, including drone warfare, AI-enabled sensing, secure communications, and critical infrastructure protection.

The Board believes that Andrew's exceptional track record in venture leadership and deep-tech innovation will provide invaluable strategic guidance as the Company continues to build and expand its operations and technological capabilities.

Brian Stockbridge, Co-Founder and Board Member of Defence, commented:

"We are delighted to welcome Andrew McCartney as Senior Non Executive Director to Defence Holdings. His extraordinary leadership of Microsoft Ventures and his pioneering work in AI-driven intelligence platforms bring precisely the strategic vision we need as we scale our defence technology platform. Andrew's proven ability to transform cutting-edge concepts into operational solutions, combined with his deep understanding of venture scaling, positions him perfectly to guide our continued growth and innovation agenda. His appointment reinforces our commitment to assembling world-class advisory expertise as we build the future of defence technology."

Andrew McCartney, Senior Advisor to Defence, added:

"Joining Defence Holdings as Senior Non Executive Director represents an exciting opportunity to apply decades of venture leadership and deep-tech innovation to one of the most critical challenges of our time. The convergence of AI, cybersecurity, and defence technology creates unprecedented opportunities to build solutions that truly matter. What compels me about Defence Holdings is their bold vision and platform approach, exactly the kind of thinking required to address next-generation security challenges. I'm thrilled to contribute my experience in scaling ventures and pioneering AI applications to support the company's mission of delivering transformative defence capabilities."

Operational Update

The directors of Defence are pleased to confirm that the core team has been assembled and the board are confident that the core team is able to fully define and enact the business strategy of development and expansion of the defence focused technologies.

The Company is focused on controlling fixed costs and remuneration packages for directors and advisory members. In light of such capital conscious governance the directors have adopted a share option scheme with longer-term incentive goals in line with market accepted practices.

The board have resolved to allocate an option pool amounting to 15% of the issued share capital of the Company from time to time to properly retain and incentivise existing and future management.  The exercise price for the options will never be lower than the prevailing fundraising price and the options will vest over no less than a two year period with a 60 month term and will retain customary good leaver, bad leaver provisions to ensure that the option holders are aligned with the stakeholders of the Company. The final terms of the options will be announced following approval of the remuneration committee (including the independent director on the board of the Company).

The board recognises that the new direction of the Company has been established and articulated by (1) Jonathan Bixby, (2) Brian Stockbridge and (3) James Lawson Baker & Oliver Yonchev (together, the "Founders"). To ensure that the Founders of the new business strategy for the Company (the "Business Sector") are retained exclusively within the Business Sector by the Company, the service enterprises for the Founders will enter into 2 year consultancy service agreements (the "Consultancy Agreements"). The Consultancy Agreements incur no initial cash costs and ensure that both the Founders and their service companies are retained exclusively by the Company and define both the services to be delivered by the Founders in addition to directorial roles and the standards of such services. In consideration of the Consultancy Services it is intended that each of the Founders' service companies (with James Lawson Baker and Oliver Yonchev being a single founder for these purposes) will be granted nil cost warrants ("Warrants") over shares amounting to a value of £500,000 divided by the price of the next fundraise.  It is intended that these Warrants will vest as follows:

·    1/3 on the earlier of (i) 6 months and (ii) when the share price reaches two times the fundraising price;

·    1/3 on the earlier of (i) 12 months and (ii) when the share price reaches four times the fundraising price;

·    1/3 on the earlier of (i) 18 months and (ii) when the share price reaches two times the fundraising price.

The directors have resolved to change the Accounting Reference Date from 31 January to 31 March, effective immediately.

Accordingly, the Company's updated financial calendar will now be as follows:

·    Audited accounts for 1 October 2023 to 31 March 2025 are scheduled to be published by 31 July 2025.

·    Unaudited Interim Accounts for 1 April 2025 to 30 September 2025 will be published by 31 December 2025.

Thereafter, the Company will publish each year its unaudited interim results for the 6 months ending 30 September by 31 December, and its audited financial statements for the 12 months ending 31 March by 31 July in accordance with the Disclosure Guidance and Transparency Rules.

About Defence Holdings PLC (ALRT)

Headquartered in London, Defence Holdings PLC is a publicly listed company trading under the stock ticker (ALRT) dedicated to delivering high-performance defence and security solutions for the UK and European markets. Leveraging deep capital-markets expertise and a network of technology partners, the Company intends to develop and acquire advanced sensors, AI-driven analytics, secure communications and autonomous platforms that enhance the operational advantage of its customers across land, sea, air, space and cyber domains.

Website: www.defencetechnologies.com