PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER Rules 8.1 and 8.2 of the Takeover Code (the “Code”)

02 Jun 2025 14:43 CEST

1. KEY INFORMATION

(a) Full name of discloser: Benchmark Holdings plc
(b) Owner or controller of interests and short positions disclosed, if different
from 1(a):
The naming of nominee or vehicle companies is insufficient. For a trust, the
trustee(s), settlor and beneficiaries must be named. N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form
relates:
Use a separate form for each offeror/offeree Benchmark Holdings plc
(d) Is the discloser the offeror or the offeree? OFFEREE
(e) Date position held:
The latest practicable date prior to the disclosure 30 May 2025
(f) In addition to the company in 1(c) above, is the discloser making
disclosures in respect of any other party to the offer?
If it is a cash offer or possible cash offer, state “N/A” N/A

2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class
of relevant securities of the offeror or offeree named in 1(c), copy table 2(a)
or (b) (as appropriate) for each additional class of relevant security.

(a) Interests and short positions in the relevant securities of the offeror or
offeree to which the disclosure relates

Class of relevant security:
Ordinary shares of £0.001

Interests Short positions
Number % Number %
(1) Relevant securities owned and/or controlled: Nil Nil Nil Nil
(2) Cash-settled derivatives:
Nil Nil Nil Nil
(3) Stock-settled derivatives (including options) and agreements to
purchase/sell: Nil Nil Nil Nil

TOTAL: Nil Nil Nil Nil

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be given
on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b) Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists: None
Details, including nature of the rights concerned and relevant percentages: N/A


3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE
DISCLOSURE

Details of any interests, short positions and rights to subscribe (including
directors’ and other employee options) of any person acting in concert with the
party to the offer making the disclosure:

(i) Interests in ordinary shares held by the directors of Benchmark Holdings
plc, their close relatives and related trusts:
(ii)
Director Number of ordinary shares held % of the Company's total issued share
capital
Trond Williksen 270,000 0.03
Septima Maguire (and spouse) 342,028 0.04
Yngve Myhre 1,326,401 0.17
Total 1,938,429 0.26


(iii) Interests held as options or awards under the share plans of Benchmark
Holdings plc by the directors and their close relatives and related trusts:

Name Name of Share Option Scheme No. of Options Exercise Price Grant
Date Vesting Date Expiry Date*
Trond Williksen CSOP II 1,500,000 31.5p 02/06/2020 01/06/2023 02/06/2030
CSOP II 148,657 0.1p 05/01/2021 04/01/2024 05/01/2031
CSOP II 169,738 0.1p 07/12/2021 06/12/2024 07/12/2031
CSOP II 568,727 0.1p 19/04/2023 19/12/2024 19/04/2033
New LTIP 3,042,360 0.1p 12/12/2023 12/12/2025 12/12/2033
Septima Maguire CSOP I 70,588 42.5p 21/02/2020 20/02/2023 21/02/2030
CSOP II 329,412 42.5p 21/02/2020 20/02/2023 21/02/2030
CSOP II 600,000 31.5p 02/06/2020 01/06/2023 02/06/2030
CSOP II 94,769 0.1p 05/01/2021 04/01/2024 05/01/2031
CSOP II 108,208 0.1p 07/12/2021 06/12/2024 07/12/2031
CSOP II 362,546 0.1p 19/04/2023 19/12/2024 19/04/2033
New LTIP 2,073,720 0.1p 12/12/2023 12/12/2025 12/12/2033

* Expiry dates are 10 years from the grant date, subject to continued
employment.


Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be given
on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or
understanding, formal or informal, relating to relevant securities which may be
an inducement to deal or refrain from dealing entered into by the party to the
offer making the disclosure or any person acting in concert with it:
Irrevocable commitments and letters of intent should not be included. If there
are no such agreements, arrangements or understandings, state “none”

None


(b) Agreements, arrangements or understandings relating to options or
derivatives

Details of any agreement, arrangement or understanding, formal or informal,
between the party to the offer making the disclosure, or any person acting in
concert with it, and any other person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant
securities to which any derivative is referenced:
If there are no such agreements, arrangements or understandings, state “none”

None


(c) Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions) NO
Supplemental Form 8 (SBL) NO


Date of disclosure: 2 June 2025
Contact name: Ivonne Cantu
Telephone number: +44 (0) 7834235615

Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service.

The Panel’s Market Surveillance Unit is available for consultation in relation
to the Code’s disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

More information:
Access the news on Oslo Bors NewsWeb site

648151_Project Nemo - BMK OPD 020625.pdf