Item 5.02 Departure of Directors or Principal Officers? Election of Directors? Appointment of Principal Officers.

Effective May 15, 2022, the Board of Directors (the "Board") of Netcapital Inc. (the "Company") appointed Martin Kay to the Board to fill the vacancy created by Thomas Carmody's death. Mr. Kay will serve as a director until his successor is duly elected and qualified.

Martin Kay, 58, is currently a Managing Director at Accenture Strategy, a position he has held since October 2015. Mr. Kay holds a BA in physics from Oxford University and an MBA from Stanford University Graduate School of Business.

Mr. Kay has no family relationships with any directors or officers of the Company. Mr. Kay has not held any directorships during the past five years.

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