Benchmark Holdings Plc

Major Shareholding Notification • Jun 2, 2025

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

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):	N/A
The naming of nominee or vehicle companies is
insufficient. For a trust, the trustee(s), settlor and
beneficiaries must be named.
(c) Name of offeror/offeree in relation to whose	Benchmark Holdings plc
relevant securities this form relates:
Use a separate form for each offeror/offeree
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:	30 May 2025
The latest practicable date prior to the disclosure
(f) In addition to the company in 1(c) above, is the	N/A
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"

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

(ii)

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:

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	CSOP II	1,500,000	31.5p	02/06/2020	01/06/2023	02/06/2030
Williksen	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	CSOP I	70,588	42.5p	21/02/2020	20/02/2023	21/02/2030
Maguire	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.