Update on Return of Capital Intention to Cancel Admission to Trading on AIM and Euronext Growth Oslo Appointment of Nominated Adviser and Broker Directorate Changes and AIM Rule 17 Updates Proposed Re-Registration Notice of General Meeting

23 May 2025 08:00 CEST

Further to its announcement of 16 April 2025, Benchmark Holdings plc
(“Benchmark”, the “Group” or the “Company”) is pleased to announce its proposals
for the return of the vast majority of the net proceeds from the completion of
its disposal of the Genetics Business to Shareholders, the proposed cancellation
of the admission to trading of its Ordinary Shares on (i) AIM, a market operated
by the London Stock Exchange, and (ii) Euronext Growth Oslo (the “De-Listings”),
and the proposed re-registration of the Company as a private limited company,
together the “Proposals”.
The Proposals are subject to Shareholder approval at a General Meeting and to
the approval of the cancellation to trading of the Company’s Ordinary Shares on
Euronext Growth Oslo by the Euronext Oslo (the “Norwegian Approval”). A circular
containing full details of the Proposals and expected timetable of principal
events (the “Circular”), together with certain accompanying documents, has been
published on the Company’s website at
https://www.benchmarkplc.com/investors/delisting and will also be sent to
shareholders shortly. Unless otherwise defined, capitalised terms used in this
announcement have the same meanings as ascribed to them in the Circular.

Introduction

Following the disposal of the Group’s Genetics Business, which completed on 31
March 2025, the Company has been assessing how best to return excess capital to
shareholders and position the remaining operating businesses for future growth.
Accordingly, the Company today announces a series of inter-conditional
proposals, namely its intention to:

• cancel the admissions to trading of the Company’s Ordinary Shares on AIM and
Euronext Growth Oslo;
• re-register the Company as a private limited company;
• provide Qualifying Shareholders with an opportunity to realise all or some of
their investment in the Company by accepting a Tender Offer pursuant to which
the Company will conditionally offer to purchase up to 226,934,325 Ordinary
Shares at the Tender Offer Price of 25 pence per Ordinary Share for an aggregate
amount of up to approximately £56.7 million; and
• provide Shareholders that do not participate in the Tender Offer or who wish
to continue as shareholders in a private limited company, the opportunity to
remain invested and receive a planned special dividend following successful
implementation of the Tender Offer and the De-Listings.

Implementation of the Tender Offer, the De-Listings and the Re-Registration, is
conditional, inter alia, upon the applicable Resolutions being passed at the
forthcoming General Meeting to be held at the offices of DLA Piper UK LLP, 160
Aldersgate Street, London EC2A 4HT at 12.00 noon on 18 June 2025 and on the
Norwegian Approval. A formal Notice of General Meeting convening the General
Meeting at which the Resolutions will be proposed is contained in the Circular.

If the Tender Offer does not proceed for any reason, Qualifying Shareholders
will not receive the Tender Offer Price for any of their Ordinary Shares under
the Tender Offer

Set out below is further information as to the background to, and reasons for,
the De-Listings, the Tender Offer and the Re-Registration which, together,
comprise the Proposals. Shareholders should note that, if the Tender Offer
Resolution is approved at the General Meeting and all of the Shareholders other
than the Concert Party (Kverva AS, the JNE Funds and FERD AS) were to tender
their holdings of Ordinary Shares in full, the Concert Party would consolidate
its control of the Company, potentially resulting in 100 per cent. ownership.
Accordingly, the Panel is treating the Tender Offer, for the purposes of the
Takeover Code, as being akin to an offer to acquire the entire issued and to be
issued share capital of the Company by the Concert Party, and the Circular
therefore contains certain additional information and disclosures as required by
the Takeover Code and the Panel. Whilst the Panel has granted certain
dispensations, such that the Circular does not need to comply with all of the
content requirements of an offer document, the Company is now regarded as being
in an offer period and the attention of Shareholders is drawn to the disclosure
requirements of Rule 8 of the Takeover Code, which are summarised below.

Background to and reasons for the Tender Offer and the De-Listings

The Company realised gross cash proceeds of approximately £194 million from its
disposal of the Genetics Business, excluding any contingent deferred
consideration from the related earn out. The Company has utilised part of these
proceeds to repay its green bond, revolving credit facilities and associated
hedging instruments which in total amounted to approximately £87 million. After
making these payments and settling transaction costs in respect of the Genetics
Disposal, the Company currently has available net cash reserves of £117 million
which includes the net proceeds of the Genetics disposal alongside cash
resources to satisfy the working capital needs of the Remaining Business.
Following due assessment of various options by the Board and consultation with
the Company’s major shareholders, the Company now intends to return the vast
majority of the net proceeds from the disposal of the Genetics Business to
Shareholders which amount to £95 million through a combination of the Tender
Offer and a planned special dividend following implementation of the
De-Listings, whilst retaining an appropriate level of working and
development/growth capital for the Group’s residual operating businesses and
implementation of management’s existing near to medium term business plan.

In addition, the Board is of the view that the cost, management resource and
regulatory burden associated with maintaining the admissions to trading of the
Company’s Ordinary Shares on AIM and Euronext Oslo Growth outweigh the benefits
of retaining such public quotations, particularly in light of the reduced scale
and specialist nature of the residual Group’s operations. Further information on
the reasons for the De-Listings is set out in the Circular.

The Board is mindful that not all Shareholders will be able or willing to
continue to own Ordinary Shares in a private limited company following the
De-Listings. The Tender Offer therefore serves to provide a return of a
significant proportion of the net proceeds from the sale of the Genetics
Business to Qualifying Shareholders whilst affording them the opportunity to
cease their exposure and realise their investment in the Company in full for
cash consideration of 25 pence per Ordinary Share, representing a premium of:

• 21.46 per cent. to the volume-weighted average price of 20.6 pence per
Ordinary Share for the one-month period ended on the Latest Practicable Date;
• 10.60 per cent. to the volume-weighted average price of 22.6 pence per
Ordinary Share for the three-month period ended on the Latest Practicable Date;
and
• 13.64 per cent. to the closing middle-market price of 22.0 pence per Ordinary
Share on the Latest Practicable Date.

In addition, adjusting each of the Tender Offer Price of 25 pence per share and
the Company’s closing middle-market price of 22.0 pence per share on the Latest
Practicable Date for the Company’s existing cash resources of £117 million (or
15.8 pence per share), the Tender Offer Price represents an 48.33 per cent.
premium to the ex-cash equity value of the Company.

Through the Tender Offer, which will be financed from the Group’s existing cash
resources, the Company will return up to £56.7 million of the net proceeds from
the disposal of the Genetics Business to Qualifying Shareholders.

The members of the Concert Party have irrevocably committed to vote in favour of
all of the Resolutions, and not to accept the Tender Offer in respect of their
aggregated holding of 526,403,136 Ordinary Shares (representing approximately
71.0 per cent. of the Company’s issued share capital as at the Latest
Practicable Date), to afford minority Shareholders the opportunity to tender up
to their entire interest in the remaining Ordinary Shares, for cash
consideration, should they so choose. Depending on the level of take-up of the
Tender Offer by Qualifying Shareholders, the resultant aggregate holding of the
Concert Party could increase to up to 100 per cent. of the Company’s issued
share capital. Accordingly, as noted above, the Proposals are being treated as
akin to an offer under the Takeover Code.

Reasons for the De-Listings

In light of the persistent and sustained low liquidity in the Company’s tightly
held Ordinary Shares, as well as the high costs involved in maintaining the
admissions to trading on two exchanges relative to the size of the residual
Group and its remaining operations, the Board has carefully considered and
evaluated over an extensive period of time the benefits and drawbacks to the
Company of retaining the admissions to trading of its Ordinary Shares on both
AIM and Euronext Growth Oslo. The Board has now concluded that the drawbacks
outweigh the benefits such that the De-Listings are in the best interests of the
Company and its Shareholders as a whole. In reaching this conclusion, the Board
has considered the following key factors:

• the estimated annual cost savings achievable from the De-Listings and
Re-Registration, which are approximately £2.4 million;
• the management time and the legal and regulatory burden associated with
maintaining the admissions to trading of the Company’s Ordinary Shares on AIM
and Euronext Growth Oslo which, in the Directors’ opinion, is disproportionate
to the benefits of the quotations with such resources better deployed or
redirected to the growth and development of the residual Group’s operations;
• the current levels of liquidity in the Company’s Ordinary Shares do not offer
investors the opportunity to trade in meaningful volumes or with frequency
within an active market. The lack of liquidity also undermines the benefits of
the listings. In this regard, the Directors note that over the past 12 months
the average daily volume of trading in the Ordinary Shares on both exchanges as
a proportion of the Company’s issued share capital was only 0.02 per cent.;
• as a consequence of the limited liquidity, small trades in the Company’s
Ordinary Shares can have a significant and disproportionate impact on its share
price and prevailing market valuation which, the Directors believe, in turn has
a materially adverse impact on: (i) the Company’s status within its industry;
(ii) the perception of the Company among its customers, suppliers and other
partners and stakeholders; (iii) staff morale; and (iv) the Company’s ability to
seek appropriate financing or realise an appropriate value for any further
material future disposals; and
• the admission to trading of the Company’s Ordinary Shares on the two exchanges
is no longer aligned with the Company’s current strategy, which is to operate
the Company’s continuing businesses with a primary focus on realising further
value for Shareholders. Following the disposal of its Genetics Business, the
Company has embarked on an initiative seeking to significantly streamline its
corporate organisation which is expected to result in approximately £5.6 million
of annualised cost savings. Together with the abovementioned savings from the
proposed De-Listings of £2.4 million, this equates to overall estimated savings
of approximately £8 million per annum.
The Proposals are all inter-conditional such that if any of the Resolutions are
not passed by Shareholders and/or if the Norwegian Approval is not granted for
any reason, none of the Tender Offer, the De-Listings or the Re-Registration
will proceed.

Effects of the De-Listings

The principal effects of the De-Listings are that:
• there will no longer be a recognised market mechanism enabling Shareholders to
trade their Ordinary Shares;
• while the Ordinary Shares will remain transferable, subject to the
restrictions and provisions set out in the Shareholders’ Agreement and the New
Articles, the Company does not intend to implement an off-market trading
facility, such that the liquidity and marketability of the Ordinary Shares will
be further constrained than at present and the value of such shares may be
adversely affected as a consequence. Further details of the contractual
restrictions on share transfers are set out in the Circular;
• in the absence of formal market quotations, it will be more difficult for
Shareholders to determine the market value of their investment in the Company at
any given time;
• any Shareholder who does not accept the Tender Offer may find it difficult to
sell their Ordinary Shares after the Tender Offer closes and the De-Listings and
Re-Registration take effect. Furthermore, there is no guarantee that the Company
or any other purchaser will be willing to buy Ordinary Shares after the Tender
Offer has closed;
• certain shareholders may not be permitted to hold shares in a private limited
company and therefore may have no practical option other than to accept the
Tender Offer in respect of all of their current holding of Ordinary Shares
interests;
• the regulatory and financial reporting regimes applicable to companies whose
shares are admitted to trading on (i) AIM and (ii) Euronext Growth Oslo will no
longer apply and the Company will no longer be subject to the Market Abuse
Regulation, regulating inside information, or the Disclosure and Transparency
Rules and will therefore no longer be required to, inter alia, disclose
significant shareholdings in the Company;
• Shareholders will no longer be afforded the protections given by the Euronext
Growth Rule Book or the AIM Rules, such as the requirement to be notified of
certain events, AIM Rule 26 (requirement to provide certain information on the
Company’s website) and the requirement for the Company to seek shareholder
approval for certain corporate actions, where applicable, including substantial
transactions, reverse takeovers, related party transactions and fundamental
changes in the Company’s business;
• certain regimes, including the Companies Act, will continue to apply and
afford shareholders certain protections. Further details are set out in the
Circular;
• the levels of transparency and corporate governance within the Company may not
be as stringent as for a company quoted on (i) AIM or (ii) Euronext Growth Oslo;
• Strand Hanson will cease to be the Company’s nominated adviser and the Company
will cease to retain a broker; whilst the Company’s CREST facility will remain
in place immediately post the De-Listings, the Company’s CREST facility may be
cancelled in the future. Although the Ordinary Shares will remain transferable
subject to the restrictions contained in the New Articles, they will at that
point cease to be transferable through CREST. In this instance, Shareholders who
hold Ordinary Shares in CREST will receive share certificates;
• the various holders of a beneficial interest in the Ordinary Shares registered
in the name of Euroclear Nominees Limited as custodian for DNB and held by DNB
as nominee in The Norwegian Central Securities Depository (Euronext Securities
Oslo), will receive share certificates;
• stamp duty will become payable on transfers of Ordinary Shares as going
forwards the Ordinary Shares will no longer be traded on AIM; and
• the De-Listings may have personal taxation consequences for Shareholders. For
those Shareholders that hold Ordinary Shares through an ISA, see further details
below. Shareholders who are in any doubt about their individual tax position
should consult their own professional independent tax adviser without delay.

Shareholders should also note that the Takeover Code will continue to apply to
the Company for a period of two years following the De-Listings and
Re-Registration.
The Company will also continue to be bound by the Companies Act (which requires
shareholder approval for certain matters) following the De-Listings and the
Re-Registration.

The above considerations are not exhaustive and Shareholders should seek their
own independent advice when assessing the likely individual impact of the
Proposals on them.

Overview of the Continuing Businesses and Current Trading

Following the disposal of the Genetics Business, the Group's remaining
operations comprise its Advanced Nutrition and Health businesses. The corporate
function, which has historically managed and supported the Group in centralised
areas including finance, marketing and HR, has been streamlined by management
following the disposal of the Genetics Business and is intended to be
substantially eliminated following implementation of the Proposals.

Advanced Nutrition

Advanced Nutrition, which trades under the INVE brand, is a leading provider of
specialist early-stage nutrition, health and environmental products and
solutions to the global shrimp and marine fish aquaculture sector. Early-stage
nutrition and health play a critical role in the development of fish and shrimp
and Advanced Nutrition's products and solutions contribute to improving
productivity and fish and shrimp health and welfare for aquaculture producers.

Through a global footprint and distribution network, Advanced Nutrition serves
more than 500 customers in over 60 countries. The Board believes Advanced
Nutrition to be a global thought leader and innovator in its sector. Its broad
portfolio of products and solutions has been developed through 40 years of
innovation. There are three main product areas: (i) live feed (Artemia) and
artemia technologies; (ii) specialist diets; and (iii) health products,
including probiotics and environmental solutions. For its financial years ended
30 September 2024 and 30 September 2023, Advanced Nutrition delivered revenues
of £75.9 million and £78.5 million respectively and an Adjusted EBITDA of £14.4
million and £18.4 million respectively, which represents an Adjusted EBITDA
margin, excluding corporate charges, of 21 per cent. and 26 per cent.,
respectively. The strategy for the business is to maintain its leading position
in artemia and artemia technologies whilst focusing on new diets, health
solutions and technologies that increase the yield for aquaculture producers. At
the same time, it will continue to look for ways to improve the efficiency of
its operations, develop new markets and increase penetration in its existing
markets.

Health

The Health business is a leader in medicinal sea lice solutions for salmon. Sea
Lice is one of the biggest sustainability challenges in salmon production and
Health provides solutions as part of the toolbox used by salmon producers to
mitigate the impact of sea lice. The Company has two medicinal solutions: (i)
Salmosan® Vet and (ii) Ectosan® Vet used which is used with the CleanTreat®
purification system. Following a restructuring in 2024, Health is focused on the
delivery of Salmosan® Vet and Purisan® and is profitable and cash generative. In
2024, the Company paused delivery of Ectosan® Vet and CleanTreat® in order to
develop a more economically viable land-based business model.

For its financial years ended 30 September 2024 and 30 September 2023, Health
delivered revenues of £14.5 million and £25.5 million respectively and an
Adjusted EBITDA of £2.1 million and £4.8 million respectively, which represents
an Adjusted EBITDA margin excluding corporate charges of 18 per cent. and 23 per
cent., respectively. The strategy for Health is to maintain its position in sea
lice medicinal treatments through Salmosan® Vet and Purisan® and to continue to
develop the land based infrastructure solution for Ectosan® Vet and CleanTreat®
which if successful represents significant upside potential.

Current trading and prospects

On 28 February 2025, the Company announced its unaudited results for the three
months ended 31 December 2024, which constitute the first quarter for its FY25
and are available on the Company's website at:
https://www.benchmarkplc.com/investors/reports-presentations/. The Company
included restated figures for Q1 FY24 following the disposal of the Genetics
business in FY24. The figures shown for the continuing business exclude Genetics
and include Group corporate costs previously allocated to Genetics.

The Company intends announce results for the six months ended 31 March 2025 on
12 June 2025 and expects to report revenues of approximately £40.6 million,
reflecting a solid performance in Advanced Nutrition with an improvement in
product mix and continuing good performance in Health, resulting in stronger Q2
2025 results.

Moving on to the second half of the year, the Company is actively assessing the
impact from the tariffs imposed by the US government on some of the key
aquaculture producing countries. In the near term, the uncertainty and potential
economic impact of the tariffs have caused producers to take a more cautious
approach which may adversely impact the Company in the second half of the year.
The Company is assessing potential steps to mitigate the impact of this
development.

For the longer term and more fundamentally, Benchmark has two well-positioned
businesses capable of delivering attractive margins and shareholder returns and
the Group's anticipated cost savings will be seen in their full effect through
to its FY26.

Board Changes

With respect to the composition of the Board, it is intended that on completion
of the Proposals, Trond Williksen and Nathan “Tripp” Lane will stand down from
the Board following an orderly hand-over of their respective responsibilities.
Furthermore, Septima Maguire has tendered her resignation with effect from 30
June 2025 but has agreed to be available to the Company for a period of two
months following this date to ensure an orderly transition of her
responsibilities.

Recommendation by the Independent Directors

Pursuant to the requirements of the Takeover Code, the Independent Directors are
required to obtain independent financial advice as to the terms of the Tender
Offer and to make known to Shareholders the substance of such advice and their
own opinion on the Tender Offer.

The Independent Directors, who have been so advised by Strand Hanson as to the
financial terms of the Proposals, consider the terms of the Tender Offer to be
fair and reasonable. In providing its advice to the Independent Directors,
Strand Hanson has taken into account the commercial assessments of these
Independent Directors.

The Independent Directors are not able and do not give any advice to Qualifying
Shareholders as to whether they should tender their Ordinary Shares in the
Tender Offer, as such a decision is subject to each Qualifying Shareholder’s own
personal circumstances, investment objectives and time horizon, tax affairs,
risk appetite, and willingness or ability to hold unquoted securities. However,
Qualifying Shareholders are encouraged to consider the key advantages and
disadvantages summarised below and further detailed in the Circular, as well as
considering their individual circumstances. Qualifying Shareholders are strongly
recommended to seek their own independent financial, tax and legal advice in
light of their own particular circumstances and investment objectives before
deciding whether to tender their Ordinary Shares in the Tender Offer.

The Independent Directors believe that the following points should be taken into
account by Qualifying Shareholders when considering whether to retain their
Ordinary Shares or accept the Tender Offer and by Shareholders when considering
the Proposals as a whole.

Key disadvantages of accepting the Tender Offer

• The Company intends to return further cash reserves available to it following
the implementation of the Proposals by way of a special dividend to those
Shareholders that do not exit their investments in full pursuant to the Tender
Offer and who hold Ordinary Shares in the private limited company, shortly
following completion of the Proposals (including, for the avoidance of doubt,
the De-Listings and the Re-Registration). The precise quantum of such special
dividend will be determined by the Board having regard to the level of take-up
of the Tender Offer and retention of an appropriate level of cash resources to
satisfy the Remaining Business’ anticipated working capital and
development/growth capital requirements and the implementation of management’s
existing near to medium term business plan.
• As referenced in the Circular, the Company has two well positioned businesses
in their sectors. Excluding corporate costs, the continuing businesses delivered
combined revenue of £90.4 million and Adjusted EBITDA of £16.4 million in FY24.
The Company is performing in line with management’s expectations into Q3 of FY25
but there is heightened uncertainty caused by the recently announced US tariffs.
• The Company’s status as a publicly traded company is no longer aligned with
its strategy following completion of the disposal of the Genetics Business on 31
March 2025. The Group will continue to streamline its continuing operations and
the De-Listings and Re-Registration will enable the Company to further reduce
its cost base and reduce the amount of management time and the regulatory burden
associated with maintaining the admission to trading of the Company’s Ordinary
Shares on AIM and Euronext Growth Oslo.
• Shareholders may realise further value from the Company’s remaining businesses
in the future, through the potential disposal of its assets or a sale of the
Company as a whole.

Key advantages of accepting the Tender Offer
• The Tender Offer Price represents a premium of:
o 21.46 per cent. to the volume-weighted average closing price of 20.6 pence per
Ordinary Share for the one-month period ended on the Latest Practicable Date;
o 10.60 per cent. to the volume-weighted average closing price of 22.6 pence per
Ordinary Share for the three-month period ended on the Latest Practicable Date;
and
o 13.64 per cent. to the Company’s closing middle-market price of 22.0 pence per
Ordinary Share on the Latest Practicable Date.
• In addition, adjusting each of the Tender Offer Price of 25 pence per share
and the Company’s closing middle-market price of 22.0 pence per share on the
Latest Practicable Date for the Company’s existing cash resources of £117
million (or 15.8 pence per share), the Tender Offer Price represents an 48.33
per cent. premium to the ex-cash equity value of the Company.
• Having undertaken a comprehensive public formal sale process from 22 January
2024 to 25 November 2024, the Company disposed of its Genetics business on 31
March 2025. The Company did not receive any final bids in relation to the
remaining business divisions of the Company and the residual Group as a whole.
Accordingly, the Independent Directors believe that the De-Listings and
Re-Registration are in the best interests of Shareholders as a whole.
• The Independent Directors consider that the Tender Offer Price allows
Qualifying Shareholders the opportunity to exit their investments at a premium
in the near term should they wish to do so.
• There can be no guarantee that, after the Tender Offer closes, the Board of
the Company would be prepared to make any subsequent further tender offer(s) to
acquire any Ordinary Shares. Nor can there be any guarantee as to the price of
any such further tender offer(s) by the Company.
• Stamp duty will become payable on transfers of Ordinary Shares in the private
company as, following the De-Listings, the Ordinary Shares will no longer be
traded on AIM.
• Any Shareholder who does not accept the Tender Offer may find it difficult to
sell their Ordinary Shares after the Tender Offer closes and the De-Listings and
Re-Registration take effect. Shareholders will also not receive regular
information from the Company and will not benefit from regulatory compliance
with governance procedures (other than under the Companies Act) and will not
retain the protections afforded by the AIM Rules and the Euronext Growth Rule
Book. Furthermore, there is no guarantee that the Company or any other purchaser
will be willing to buy Ordinary Shares after the Tender Offer has closed.
• The Ordinary Shares do not offer investors the opportunity to trade in
meaningful volumes or with frequency within an active market such that it is
difficult to create a more liquid market for the Company's shares to more
effectively or economically utilise its quotations. Furthermore, the limited
liquidity and small trades in its shares and smaller scale and specialist nature
of the Company may significantly adversely impact its share price and market
valuation were the quotations to be maintained.

The Independent Directors unanimously recommend that all Qualifying Shareholders
carefully consider tendering their Ordinary Shares into the Tender Offer however
they are not making any recommendation as to whether or not they should do so.
Shareholders should carefully consider whether the Ordinary Shares remain a
suitable investment for them in light of their own personal circumstances and
investment objectives, noting the non-exhaustive list of risks that the Company
is subject to, and the advantages and disadvantages of tendering Ordinary Shares
under the Tender Offer outlined above. In the absence of any immediate prospect
to sell their Ordinary Shares once the Tender Offer closes and the De-Listings
and Re-Registration have occurred, Shareholders should balance their desire for
a cash realisation in the near term, against the prospect of remaining a
shareholder in a private limited company, with a reduced level of liquidity,
disclosure and corporate governance protections.

Shareholders should note that if they vote in favour of the Tender Offer
Resolution at the General Meeting, they are not obligated to accept the Tender
Offer in whole or in part for their Ordinary Shares.

The Independent Directors further unanimously recommend that Shareholders
approve all three Resolutions as each of those Independent Directors that holds
Ordinary Shares, intends to do in relation to their own aggregate holdings of
1,938,429 Ordinary Shares (representing approximately 0.27 per cent. of the
issued Ordinary Shares as at the Latest Practicable Date) and (without making
any recommendation as to whether they should tender) that Qualifying
Shareholders carefully consider tendering, or procuring the tender of, their
Ordinary Shares into the Tender Offer. As such, the Independent Directors
believe that, in the context of the Proposals as a whole, the Tender Offer, the
De-Listings and the Re-Registration are in the best interests of the Company.

Shareholders who anticipate greater value in the Ordinary Shares in the future
whilst recognising and being willing to accept the prospect of remaining
invested in an unlisted company, may well decide not to accept or participate in
the Tender Offer.

If Shareholders are in any doubt about the action that should take in respect of
the Tender Offer or Proposals as a whole, they should consult an independent
financial adviser without delay.

Expected Timetable – Key Dates

Event Time and/or date
Publication and posting of the Circular and accompanying documents, and
announcement of the Proposals 23 May 2025
Takeover Code offer period commences 23 May 2025
Latest time and date for receipt of DNB Proxy Forms for the General
Meeting 12.00 p.m. (CEST time) / 11.00 a.m. (London time) on 10 June 2025
Latest time and date for receipt of Forms of Proxy for the General Meeting 12.00
noon on 16 June 2025
Voting Record Date 6.30 p.m. on 16 June 2025
General Meeting 12.00 noon on 18 June 2025
Announcement of the results of the General Meeting 18 June 2025

The following times and dates associated with the Proposals are indicative only
and will depend, among other things, on whether the Norwegian Approval is
received and if received, on the date of such approval. The Company will give
adequate notice of any change(s) by issuing an announcement through a Regulatory
Information Service (with such announcement also being made available on the
Company’s website at http://www.benchmarkplc.com/investor-information) and, if
required, send notice of the change(s) to Shareholders and, for information
rights, other persons with information rights and participants in the Share
Option Schemes. Further updates to these details will be notified in the same
way. Please refer also to note (2) below.

Tender Offer opens Following receipt of the Norwegian Approval (to the extent
the same is forthcoming and expected to be within 3 Business Days of such
receipt) T-21 calendar days
Latest time and date for receipt of the DNB Tender Forms by DNB 8.00 a.m. (CEST
time)/ 7.00 a.m. (London time) on T – 7 calendar days
Election Return Time for the Tender Offer, being the latest time and date for
receipt of Tender Forms and settlement of TTE Instructions in relation to the
Tender Offer 1.00 p.m. on a date expected to be announced on or around the date
of Norwegian Approval (T)
Tender Offer Record Date 6.00 p.m. on T
Announcement of the results of the Tender Offer T + 1 Business Day
Stop in cross border transactions TBD when Euroclear set acceptance deadline to
DNB (T-10 Business Days)
Expected purchase of Ordinary Shares under the Tender Offer T + 3 Business Days
CREST accounts credited in respect of revised holdings of Ordinary Shares
following the Tender Offer by T + 3 Business Days
CREST accounts credited with Tender Offer proceeds by T + 5 Business Days
Transfer of Tender Offer proceeds in GBP through CREST to DNB for settlement to
VPS Shareholders by T + 5 Business Days
Execution of FX GBP/NOK Same day as the transfer of funds from CREST to DNB if
during normal opening hours – if not, FX will happen the following day
Payment of Tender Offer proceeds in NOK to VPS Shareholders 2 Business Days
after FX is executed.
Despatch of cheques in respect of Tender Offer proceeds for certificated
Ordinary Shares by T + 14 calendar days
Share certificates dispatched in respect of revised holdings of Ordinary Shares
following the Tender Offer by T + 14 calendar days

The following additional times and dates associated with the De-Listings are
indicative only and may need to be amended to reflect the date of the Norwegian
Approval (to the extent the same is forthcoming and the actual date on which the
cancellation from trading on Euronext Growth Oslo take effect (as agreed with
Euronext Oslo)). The Company will give adequate notice of any change(s) by
issuing an announcement through a Regulatory Information Service (with such
announcement also being made available on the Company’s website at
http://www.benchmarkplc.com/investor-information) and, if required, send notice
of the change(s) to Shareholders and, for information rights holders, other
persons with information rights and participants in the Share Option Schemes.
Further updates to these details will be notified in the same way.
Expected last day of dealings in the Ordinary Shares on AIM a date expected to
be within 2 - 3 months of the date of the Norwegian Approval
Expected last day of dealings in the Ordinary Shares on Euronext Growth Oslo a
date expected to be within 2 - 3 months of the date of the Norwegian Approval
Expected cancellation of admission of the Ordinary Shares to trading on AIM 7.00
a.m. on 1 Business Day following the last day of dealings in the Ordinary Shares
on AIM
Expected effective date for the delisting of the Ordinary Shares from trading on
Euronext Growth Oslo 8.00 a.m. on (CEST time) on 1 Business Day following the
last day of dealings in the Ordinary Shares on Euronext Growth Oslo
Expected date of filing the Re Registration at Companies House following the
implementation of the Proposals
Long-Stop Date 11.59 p.m. on 31 December 2025

The date on which the Tender Offer will opened is subject to, inter alia, timing
for satisfaction of the Conditions.

The Notice of General Meeting contains a special resolution which seeks the
approval of Shareholders for the De-Listings and such resolution is conditional
on the Tender Offer Resolution being passed. Assuming that the De-Listings
Resolution is approved and the Norwegian Approval is received, it is currently
expected that the De-Listings will become effective in the fourth quarter of
2025.

If the De-Listings Resolution to approve the De-Listings is not passed, and/or
the Norwegian Approval is not received, the Company will not proceed with the
Re-Registration or the Tender Offer.

Further announcements will be made in due course in relation to the De-Listings
in accordance with the requirements of the AIM Rules and Euronext Growth Oslo
Rule Book.

AIM Rule 17 Updates

In addition, the Company announces the following information pursuant to
Schedule Two, paragraph (g) of the AIM Rules.

Yngve Myhre was a director of Blåfjell AS and Blåfjell Holding AS when they
entered bankruptcy proceedings in October 2020 with an estimated loss to
creditors of approximately €2 million. In addition, Mr Myhre resigned from his
role as a director of Nova Austral Management AS on 28 December 2022, and
subsequently it completed bankruptcy proceedings on 30 November 2023.

Nathan “Tripp” Lane was an independent director of Logix Parent Corporation, as
well as its direct and indirect subsidiaries, Logix Midco Corporation, Logix
Intermediate Holding Corporation, and Net Star Telecommunications, Inc. On 11
April 2025, the agent under Logix’s second lien facility (with the consent of
the first lien lenders and second lien lenders) consensually foreclosed upon the
equity of LOGIX Holding Company, LLC, an indirect subsidiary of Logix Parent
Corporation, in accordance with Article 9 of the Uniform Commercial Code. In
connection with this foreclosure, the equity of LOGIX Holding Company, LLC was
transferred to a newly-formed parent entity, New Logix Parent, LLC. Tripp is
currently the sole member and one of three directors of New Logix Parent, LLC.

Appointment of Nominated Adviser and Broker

The Company has appointed Strand Hanson Limited as its Nominated Adviser and
sole broker with immediate effect.

Commenting on the Proposals, Tripp Lane, Non-Executive Chairman of Benchmark,
said:
“We are confident that with these Proposals we present Shareholders with two
attractive options to benefit from the net proceeds of the Genetics disposal -
namely, a Tender Offer at a premium to the prevailing market share price or
continuing participation in the future development of the remaining Benchmark
businesses, together with a special dividend payment post the De-Listings.
Benchmark’s three largest shareholders have committed to retain their
shareholdings, reflecting their confidence in the potential to create and
realise further value for shareholders in the medium to longer term.”


Enquiries:

Benchmark Holdings plc benchmark@mhpgroup.com
Trond Williksen, CEO
Septima Maguire, CFO
Ivonne Cantu, Investor Relations

Strand Hanson Limited (Nominated & Financial Adviser and Broker) Tel: +44 (0)
20 727409 3494
Christopher Raggett, James Dance, Matthew Chandler, Rob Patrick

MHP Group (Press Enquiries) Tel: +44 7831 406117
Katie Hunt, Reg Hoare benchmark@mhpgroup.com

ABOUT BENCHMARK

Benchmark is a market leading aquaculture biotechnology company. Benchmark’s
mission is to drive sustainability in aquaculture by delivering products and
solutions in advanced nutrition and health which improve yield, growth and
animal health and welfare. Find out more at www.benchmarkplc.com

MAR

The information contained within this announcement is considered by the Company
to constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 (“MAR”), and the UK version of MAR which is part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended.
Upon the publication of this announcement via a Regulatory Information Service
and Newspoint, this inside information is now considered to be in the public
domain.

PUBLICATION ON A WEBSITE

A copy of this announcement will be made available at
https://www.benchmarkplc.com/ no later than 12:00 noon (London time) on 23 May
2025 (being the next business day following the date of this announcement) in
accordance with Rule 26.1 of the Takeover Code. The content of the website
referred to in this announcement is not incorporated into and does not form part
of this announcement.

More information:
Access the news on Oslo Bors NewsWeb site

647302_Nemo circular final.pdf
647302_Nemo announcement final Norway.pdf