ZO Future Group — M&A Activity 2026

Jun 3, 2026

ZO FUTURE GROUP

大豪未來集團

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2309)

Executive Directors:
Mr. Zhao Wenqing (Chairman)
Mr. Huang Dongfeng (Chief Executive Officer)
Mr. Yiu Chun Kong
Dr. Guo Honglin

Registered Office:
4th Floor, Harbour Place
103 South Church Street
George Town, P.O. Box 10240
Grand Cayman KY1-1002
Cayman Islands

Independent Non-executive Directors:
Mr. Pun Chi Ping
Ms. Leung Pik Har, Christine
Mr. Yeung Chi Tat

Principal Place of Business in Hong Kong:
31/F., Vertical Sq
No. 28 Heung Yip Road
Wong Chuk Hang
Hong Kong

4 June 2026

To the Shareholders

Dear Sir or Madam,

MAJOR AND CONNECTED TRANSACTION

IN RELATION TO

THE DISPOSAL OF A NON WHOLLY-OWNED SUBSIDIARY

INTRODUCTION

Reference is made to the Announcement.

On 7 November 2025 (after trading hours), the Company, BCL and SCL entered into the Share Purchase Agreement, pursuant to which the Company agreed to sell and SCL agreed to buy approximately $51.72\%$ of the issued share capital of BCL and the rights, title, interests and benefits in and to the shareholder's loan in the sum of approximately GBP19.2 million (equivalent to approximately HK$205.4 million) owed by BCL to the Company for a total consideration of approximately GBP5.0 million (equivalent to approximately HK$53.5 million).

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SHARE PURCHASE AGREEMENT

The principal terms of the Share Purchase Agreement are summarised as follows:

Date: 7 November 2025

Parties:

(i) The Company as seller;
(ii) SCL as buyer; and
(iii) BCL.

Assets to be disposed of:

(i) The Sale Shares, being 42,156,231 ordinary shares of GBP0.10 each in BCL, represent approximately 51.72% of the issued share capital of BCL; and
(ii) the Company's rights, title, interests and benefits in and to the Assigned Debt, being the shareholder's loan in the sum of approximately GBP19.2 million (equivalent to approximately HK$205.4 million) owed by BCL to the Company.

Consideration

The total consideration for the Disposal is approximately GBP5.0 million (equivalent to approximately HK$53.5 million), which shall be and was satisfied by the payment in cash to the Company on Completion.

The Consideration was determined after arm's length negotiations between the Company and SCL, taking into consideration (i) the appraised market value of the Sale Shares and the Assigned Debt as at 30 June 2025 based on the valuation conducted by the Valuer by way of market approach; (ii) the Company's assessment on the adjusted value of the BCL Group attributable to its existing major shareholders, namely the Company and SCL, having taken into account their respective financial contributions to the BCL Group; (iii) the BCL Group's financial performance for the year ended 30 June 2025 and the BCL Group's financial position as at 30 June 2025; and (iv) the matters set forth in the section headed "Letter from the Board – Reasons for and benefits of the Disposal" of this circular, in particular the increasing financial requirements of the BCL Group.

The Company has engaged the Valuer to conduct a valuation of the Sale Shares and the Assigned Debt as at 30 June 2025. The valuation was prepared by the Valuer on the basis of market value, i.e., the estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm's length transaction, after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion. Guideline publicly-traded comparable method of the market approach is applied and considered as appropriate and reliable by the Valuer. Under such method, the value is derived from enterprise value-to-revenue multiples of a selected set of comparable companies. Pursuant to the Valuation Report, the fair value of the Sale Shares and the Assigned Debt was approximately -GBP24.1 million (i.e., no economic value) as at 30 June 2025. Please refer to Appendix II to this circular for the Valuation Report.

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Having reviewed the Valuation Report and discussed the results thereof with the Valuer, the Board is of the view that the bases and assumptions adopted by the Valuer are fair and reasonable and the adoption of the guideline publicly-traded comparable method of the market approach is in line with market practices. The valuation is therefore considered fair and reasonable.

Based on (i) the market value of 100% equity interest in the BCL Group as assessed by the Valuer of approximately -GBP83.7 million; (ii) the Company’s assessment on the adjusted market value of the BCL Group of approximately GBP12.3 million having taken into account the amount of shareholders’ loans and interest owed by the BCL Group to the Company and SCL which was regarded as capital contribution in the aggregate amount of GBP96.0 million (of which approximately GBP19.2 million was owed to the Company and approximately GBP76.8 million was owed to SCL); and (iii) the financial contributions to the BCL Group by way of share capital and share premium in proportion to the respective shareholding (approximately GBP55.9 million was contributed by the Company and approximately GBP49.7 million was contributed by SCL) and the shareholders’ loans and interest (approximately GBP19.2 million was contributed by the Company and approximately GBP76.8 million was contributed by SCL), the Company assessed that the value of the Sale Shares and the Assigned Debt was approximately GBP4.5 million. The total consideration for the Disposal of approximately GBP5.0 million represents a premium of approximately GBP0.5 million over the assessed value of the Sale Shares and the Assigned Debt. Moreover, since SCL became a shareholder of the BCL Group in 2023, financial performance of the BCL Group has yet to be improved and the BCL Group was unable to generate operating cash inflow to sustain the business operation on its own in the year ended 30 June 2024 and 30 June 2025. As such, the outstanding shareholder’s loan owed to the Company remains unlikely to be recovered in the foreseeable future. In light of the foregoing, the Directors consider that the Consideration is fair and reasonable and in the interest of the Shareholders as a whole.

Completion

Completion took place immediately after the Share Purchase Agreement was duly signed and executed by the Company, BCL and SCL on 7 November 2025.

At Completion, apart from the transfer documents of the Sale Shares and the Assigned Debt, the following documents were entered into:

(i) the Deed of Release, pursuant to which the Company was released and discharged from all obligations and liabilities under the Released Documents; and
(ii) the Deed of Termination, pursuant to which the Shareholders’ Agreement was terminated.

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The group structure of the BCL Group immediately before Completion is set forth below:

The group structure of the BCL Group immediately after Completion is set forth below:

INFORMATION ON THE BCL GROUP

BCL

BCL is a private limited liability company incorporated in England and Wales and, immediately before the Completion, was owned as to approximately $51.72\%$ by the Company, approximately $45.98\%$ by SCL and approximately $2.30\%$ by other shareholders. BCL is principally engaged in the operation and management of BCFC.

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BCFC

BCFC is a private limited liability company incorporated in England and Wales and, as at the date of the Announcement, was a wholly-owned subsidiary of BCL. BCFC is principally engaged in the operation of a professional football club in the UK.

BCWFC

BCWFC is a private limited liability company incorporated in England and Wales and, as at the date of the Announcement, was a wholly-owned subsidiary of BCFC. BCWFC is principally engaged in the operation of a professional football club in the UK.

Financial information of the BCL Group

The consolidated financial information of the BCL Group for the year ended 30 June 2024 and 2025 as extracted from the audited consolidated financial statements of the Group is set forth below:

	Year ended 30 June
	2024
HK$ million	2025
HK$ million
Revenue	239.6	299.3
Loss before taxation	283.3	409.0
Loss after taxation	282.5	410.1

As at 30 June 2025, the consolidated net liabilities of the BCL Group amounted to approximately HK$937.9 million.

FINANCIAL EFFECTS OF THE DISPOSAL

Upon Completion, the Group ceased to hold any equity interest in BCL and BCL ceased to be a subsidiary of the Group, hence the financial results of the BCL Group will no longer be consolidated into the financial statements of the Group.

As disclosed in the interim report of the Company for the six months ended 31 December 2025, a gain before taxation of HK$357.8 million had been recognised by the Company arising from the Disposal. The gain represents the consideration of approximately HK$50.8 million from the Disposal based on the prevailing exchange rate on or about Completion, after deducting (i) the net liabilities of the BCL Group attributable to the Sale Shares in aggregate of approximately HK$568.3 million as at the date of Completion; (ii) the Assigned Debt of approximately HK$196.5 million as at the date of Completion; and (iii) the accumulated foreign currency translation reserve recorded since the Company invested in the BCL Group of approximately HK$64.7 million as at the date of Completion. The gain was recognised under profit/(loss) from discontinued operations in the consolidated statement of profit or loss and other comprehensive income of the Group.

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USE OF PROCEEDS

After deducting the professional fees and other expenses relating to the Disposal of approximately HK$2.0 million, the Company received net proceeds of approximately HK$49.0 million based on the prevailing exchange rate on or about Completion. As disclosed in the interim report of the Company for the six months ended 31 December 2025, the Company had utilised approximately HK$30.0 million to provide a shareholder's loan to ZO Motors US, approximately HK$10.0 million to purchase inventories of new energy automobiles and related spare parts, and the remaining balance of approximately HK$9.0 million for general working capital. During the two months ended 28 February 2026, the Group had incurred, among other expenses, staff costs of approximately HK$10.8 million and office rental of approximately HK$1.6 million. As at the Latest Practicable Date, the net proceeds had been fully utilised as planned.

INFORMATION ON THE PARTIES

The Company

The Company is a company incorporated in the Cayman Islands with limited liability. Immediately after the Completion and as at the Latest Practicable Date, the Group was principally engaged in new energy automobiles and related business and investment in properties.

SCL

SCL is a company incorporated in England and Wales with limited liability and principally engaged in investment holding. As at the date of the Announcement, SCL was owned as to approximately 59.47% by Knighthead Annuity & Life Assurance Company ("KHAL"), an exempted company incorporated in the Cayman Islands, and approximately 23.51% by Knighthead Master Fund, L.P. ("KMF"), an exempted limited partnership formed under the Exempted Limited Partnership Law of the Cayman Islands. Each of KHAL and KMF was managed and/or advised by Knighthead Capital Management, LLC ("Knighthead Capital"), an investment adviser registered with the United States Securities and Exchange Commission. To the best of the knowledge, information and belief of the Company having made all reasonable enquires and as confirmed by SCL, as at the date of the Announcement, SCL was ultimately and beneficially owned by more than 40 individuals and institutional investors and none of the individual investors was ultimately and beneficially interested in 10% or more of SCL, and the single largest ultimate beneficial owner of SCL was Thomas A. Wagner (the co-founder of Knighthead Capital), who ultimately and beneficially owned approximately 7.23% of SCL.

BCL

Please refer to the section headed "Letter from the Board – Information on the BCL Group – BCL" of this circular.

REASONS FOR AND BENEFITS OF THE DISPOSAL

Since the Company's investment in the professional football club business around 2010, the Company has continued to make substantial investments in the BCL Group for its operations and players' development. For the year ended 30 June 2025, the BCL Group recorded revenue of approximately HK$299.3 million, compared to revenue of approximately HK$239.6 million for the year ended 30 June 2024, representing an increase in revenue of approximately 24.9%. Despite the increase in revenue, the BCL Group incurred a loss of approximately HK$410.1 million for the year ended 30 June 2025, compared to a loss of approximately HK$282.5 million for the year ended 30 June 2024, representing an increase in loss of approximately 45.2%.

In the season 2023/24, BCFC finished at the 22nd position in the EFL Championship Division and was relegated. However, in the season 2024/25, BCFC won the EFL League One title with a record breaking 111 points, achieving immediate promotion back to the EFL Championship Division and stood at the 9th position as at the date of the Announcement. The management of the BCL Group remains ambitious in the pursuit of long-term success, with the goal of returning to the Premier League.

To support these aspirations, BCFC has made strategic player acquisitions, recruiting 7 players on a permanent basis and securing 5 additional players on loan from other football clubs during the season 2025/26 summer window. Salaries offered to football players have also shown a continuous upward trend. To remain competitive and attract players, it was envisaged that capital investment and operational costs of the BCL Group will keep increasing. As with all professional football operations, the performance of a football club on the field is subject to various factors, including the on-field performance of managers and football players, and that of other contestants in the league, and to a certain extent, luck and unpredictable factors on the field, which are always beyond the control of management of football clubs and not always directly correlated to financial investment.

The BCL Group generally has financed its operations with internally generated cash flows and loans from its shareholders including the Company and, since 2023, from SCL. Pursuant to the Operating Loan Agreement, SCL initially provided the Operating Loan Facility of GBP50.0 million to BCL and BCFC. Pursuant to the Deeds of Amendment, the Operating Loan Facility increased to GBP100.0 million on 3 October 2024 and further increased to GBP150.0 million on 23 July 2025. Immediately prior to Completion, the BCL Group's total indebtedness mainly included (i) approximately GBP142.8 million owed to SCL; and (ii) approximately GBP19.2 million, being the Assigned Debt, owed to the Company. Details of such total indebtedness of the BCL Group are set forth below:

	Lender	Facility amount	Utilised/ Outstanding amount	Accrued interest
Shareholder's loan	The Company	–	GBP19.2 million	–
Shareholder's loan	SCL	–	GBP17.4 million	–
Operating loan	SCL	GBP150.0 million	GBP101.1 million	GBP16.1 million
Advance	SCL	–	GBP8.2 million	–

Pursuant to the Company Loan Agreement, the Company agreed to provide to BCL or BCFC an uncommitted sterling term loan facility of up to GBP17.5 million (equivalent to approximately HK$187.3 million). Pursuant to the Uncommitted Facility Letter, the Company agreed to provide to BCL an uncommitted facility in an amount equal to GBP50.0 million (equivalent to approximately HK$535.0 million) minus the aggregate amount of the loans drawn under the Operating Loan Agreement (as amended by the Deeds of Amendment) and the Company Loan Agreement. Immediately prior to Completion, the BCL Group had not utilised the facilities under the Company Loan Agreement or the Uncommitted Facility Letter. However, the Company considers that the BCL Group would require further financial support from its shareholders. Having considered the financial performance of the BCL Group and the financial requirements of the Group, in particular the development of the new energy automobiles and related business, the Company is of the opinion that focusing its financial resources on the new energy automobiles and related business, rather than providing further financial support to the BCL Group, are in the best interest of the Company and the Shareholders as a whole.

As a continuing security for the payment, discharge and performance of all present and future money, obligations or liabilities due, owing or incurred by the BCL Group to any secured party under the Operating Loan Agreement (as amended by the Deeds of Amendment) and the other finance documents as referred to therein, the Company had pledged its shares in BCL, and BCL had pledged its shares in BCFC, under the Company Charges and the BCL Charges, respectively. Pursuant to the Operating Loan Agreement (as amended by the Deeds of Amendment), it would be an event of default if any member of the BCL Group defaults in repayment of any of its financial obligations when they fall due. In such event, it may be declared that all loans, accrued interest and other amounts accrued or outstanding under the Operating Loan Agreement (as amended by the Deeds of Amendment) would become immediately due and payable and the Security Agent may be directed to exercise its rights to enforce the security created by the Company Charges and the BCL Charges.

Pursuant to the Deed of Release, the Company was released and discharged from all obligations under the Released Documents, including the Company Loan Agreement, the Uncommitted Facility Letter, the Company Charges, the Subordination Deed and the Escrow Agreement.

In light of (i) the financial performance and uncertain prospect of the BCL Group; (ii) the ongoing financial commitments required to sustain and grow the football operations of the BCL Group; (iii) the increasing capital investment and operational demands of both the professional football operation business and the new energy automobiles and related business; and (iv) the repayment obligations of the amounts owed by the BCL Group to the Company and SCL, the Company decided to pursue the Disposal.

Meanwhile, since entering the new energy automobiles and related business in 2023, the Group has actively advanced its business development. Its "ZO MOTORS" and "ZM TRUCKS" brands have been successfully launched in the markets in Japan, Cambodia, the United States, Canada, South America, and the Middle East. For the year ended 30 June 2025 and the six months ended 31 December 2025, the Group delivered approximately 320 and 100 new energy automobiles, respectively, generating revenue of approximately HK$123.7 million and HK$42.5 million, respectively. The Company is optimistic in its development and prospects as the long-term trend of global green and low-carbon transitions remains irreversible. Policy support for new energy automobiles across countries, growing consumer environmental awareness, and continuous technological advancements present broad development opportunities for the Group's new energy automobiles and related businesses. Please refer to the section headed "Letter from the Board - New energy automobiles and related business of the Group" of this circular for further information.

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The Directors are of the view that the Disposal released the Company from its obligations under the Released Documents and the requirement to provide further financial support to the BCL Group. The Disposal also represented a good opportunity for the Group to realise its investment in the BCL Group, and enabled the Group to consolidate financial resources toward growth opportunities in the new energy automobiles and related business. As disclosed in the annual report of the Company for the year ended 30 June 2025, the Group will focus on diversifying product innovation and expanding its product portfolio to meet the needs of different customers in the market. While strengthening market penetration and deepening its presence in existing markets, the Group will actively seek opportunities to enter emerging markets. Through localized partnerships, digital marketing, and exceptional user experiences, the Group aims to enhance its brand influence. Additionally, the Group is committed to building a green energy ecosystem for EVs, including the development and operation of charging networks. This initiative aims to provide end customers with comprehensive new energy commercial vehicle services, contribute to global zero-emission goals, and create greater value for users.

Having considered the foregoing, the Directors (including all Independent Non-executive Directors who have taken into account the advice of the Independent Financial Adviser, a summary of which is set forth in the section headed "Letter from the Board – Summary of advice of the Independent Financial Adviser" of this circular) are of the view that although the entering into of the Share Purchase Agreement are not in the ordinary course of business of the Group, (i) the terms of the Disposal are on normal commercial terms or better; (ii) the Disposal is fair and reasonable so far as the Shareholders are concerned; and (iii) the Disposal is in the interests of the Company and the Shareholders as a whole.

SUMMARY OF ADVICE OF THE INDEPENDENT FINANCIAL ADVISER

As disclosed in the section headed "Letter from the Board – Implications under the Listing Rules – Chapter 14A of the Listing Rules" of this circular, the Share Purchase Agreement and the transactions contemplated thereunder are subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules, but are exempt from the circular, independent financial advice and shareholders' approval requirements pursuant to Rule 14A.101 of the Listing Rules. Notwithstanding the foregoing, the Company voluntarily engaged the Independent Financial Adviser to provide advice to the Independent Non-executive Directors as to whether (i) the terms of the Disposal are fair and reasonable; (ii) the Disposal is on normal commercial terms or better; and (iii) the Disposal is in the interests of the Company and the Shareholders as a whole.

In this regard, after taking into account all factors as set out below as a whole,

(i) the on-field performance of BCFC in recent years which would affect operation costs, revenue and profitability level and financial position of the BCL Group;

(ii) based on the historical financial information of the BCL Group as provided by the management of the Company, the expected increasing capital investment and the increasing trend of the operating expenses of the BCL Group;

(iii) factors that would affect the possibilities of turnaround of the BCL Group financial performance;

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(iv) factors that would affect whether the BCL Group would be able to repay the amount owed to the Company and SCL;

(v) the finance documents entered into between relevant parties under the disposal of shares of BCL and the debt reorganisation in June 2023, in particular the Operating Loan Agreement and Company Charges of which in event of default in repayment, the security agent is entitled to enforce the share charges over shares of BCL and BCFC;

(vi) further to (v), pursuant to the Company Loan Agreement and Uncommitted Facility Letter, it may not be in the interest of the Company and its shareholders to provide further financial support to the BCL Group;

(vii) upon Completion, the Company is released from its obligations under the Released Documents;

(viii) the promising growth, and the prospect, of the operation of new energy automobiles and relates business segment of the Company;

(ix) the positive financial effects of the Disposal to the earnings, total assets and liabilities position and cashflow of the Group;

(x) the potential benefits of intended use of proceeds from the Disposal;

(xi) the valuation report in assessing the fairness and reasonableness of the Consideration (of which the Independent Financial Adviser has performed due diligence work on the valuation and complied with requirements under Rule 13.80(d) of the Listing Rules);

(xii) the Company’s assessment on the adjusted market value of the BCL Group attributable to its existing major shareholders, namely the Company and SCL, having taken into account their respective financial contribution to the BCL Group; and

(xiii) the terms of the Share Purchase Agreement were agreed based on arm’s length negotiations between the Company and SCL,

the Independent Financial Adviser is of the view that (i) the terms of the Disposal are fair and reasonable; (ii) the Disposal is on normal commercial terms or better; and (iii) the Disposal is in the interests of the Company and its shareholders as a whole.

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NEW ENERGY AUTOMOBILES AND RELATED BUSINESS OF THE GROUP

Business objectives

As at the Latest Practicable Date, the Group’s new energy automobiles and related business principally comprised selling and leasing of commercial automobiles, provision of automobiles repair and maintenance services, provision of automobiles accessories and equipment, and provision of charging services. The Group dedicates to delivering sustainable transportation solutions for industries including commercial vehicles, port and aviation ground logistics as well as transit and tourist transportation. With assembly and production facilities planned and established, the Group is at the forefront of innovation, combining cutting-edge technology with a commitment to reducing environmental impact.

Business strategies

The EV market of the PRC is highly competitive. Since the inception of the new energy automobiles and related business, the Group has formulated the strategy of focusing on overseas markets, which the Group’s management considers to have significantly greater business potential than the highly competitive PRC market. The Group’s “ZO MOTORS” brand ECVs are being sold in Japan, Cambodia and Thailand, and “ZM TRUCKS” brand ECV business is operating in the United States, Canada, South America and the Middle East through ZO Motors US.

The Group strategically focuses on ECV, which operates under a B2B business model. ECVs of the Group are marketed and sold directly to corporate customers such as logistics and transportation enterprises but not individual customers. The Group does not need to set up and maintain its own 4S (sales, spare parts, service and survey) stores in vast scale or engage 4S dealership. The Group’s professional team is capable of offering on-line and on-site after-sales repair and maintenance services and trainings to its corporate customers, which usually have their own in-house workshop, repair and maintenance personnel and stock of parts and accessories. As compared to traditional commercial vehicles, ECV offers compelling advantages such as higher energy efficiency (and hence higher fuel cost saving), lower running and maintenance costs due to less number and complexity of parts and more environmental friendly. These factors make ECV highly attractive to corporate customers seeking to control costs.

There are a number of EV manufacturers in the PRC, some of which are established ECV manufacturers. The management of the Group’s new energy automobiles and related business in the PRC, who have extensive experience and network in the automotive industry, sourced established ECV manufacturers in the PRC which are experienced in product export and have developed their own established products. Since January 2024, the Group entered into strategic cooperation agreements with a number of established and renowned EV manufacturers in the PRC sourced by the management of the Group’s new energy automobiles and related business in relation to, among other things, the co-development, production and provision of designated electric light and heavy trucks, vans, tractors, forklift, passenger buses as well as EV chargers to the Group and sale by the Group in authorised territories.

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History and development

Since 2017, it has been the Group’s strategy to diversify its business and to broaden its revenue streams so as to create substantial value to the Shareholders. Throughout the years, the Board, comprising a team of professionals in various business aspects, had been actively seeking different business opportunities for the Group in parallel with promoting its professional football operation. In or about June 2021, the Company ceased its lottery system and online payment system service solutions business as it had not developed as expected. Ever Depot, which became a substantial Shareholder in November 2017 and owned approximately 29.62% Shares as at the Latest Practicable Date, recommended the Group to pursue opportunities in new energy automobiles and related business. Although the Board did not have direct previous experience in new energy automobiles and related business, the Directors are versed with extensive business experience and capable of managing diverse businesses due to their transferable skills, including strategic planning, financial management and problem-solving, which can be applied across industries. The Directors’ broad knowledge base enables them to quickly understand new concepts and market dynamics, while strong leadership qualities enable effective team management and conflict resolution. Additionally, their strategic vision helps in long-term planning and risk management. Their well-developed network facilitates resources identification, obtain and allocation, and commitment to continuous learning ensures they stay updated with industry trends. Consequently, their versatility and competence position them uniquely to drive innovation and growth in various operational contexts. Through the business connections of the senior management, the Group has built up its new energy automobiles business management team which possesses extensive experience and connections in the automotive industry.

A chronology of major events in respect of the development of new energy automobiles and related business of the Group is set forth below:

In June 2021
As the lottery system and online payment system service solutions business had not developed as expected, the Board decided to cease investment in such business.

In or about end of 2021
The Board communicated with Ever Depot regarding the Group’s business development strategy after discontinuing the lottery system and online payment system service solutions segment. Ever Depot recommended the Group to pursue opportunities in the new energy automobiles and related business and expressed its support for this direction.

Throughout 2022
The management team of the Company conducted research on the new energy automotive industry, extensively contacted industry experts through their own networks, and carried out studies and analysis on the business aspects such as industry development, opportunities, and cooperation opportunities.

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In or about 3rd quarter of 2022
Professionals with extensive experience in the automotive industry agreed to join the Group’s new energy automobiles team and work together to develop the new energy automobiles and related business.

In or about end of 2022
Established a business development blueprint by leveraging China’s strong and globally leading new energy vehicle manufacturing capabilities, and developed a strategy focused on the Japanese, Southeast Asian, and American markets.

Throughout 2023
The new energy automobiles business management team negotiated with potential upstream and downstream partners for cooperation opportunities.

In or about 1st quarter of 2023
Ever Depot introduced a US team comprising key personnels with extensive experience in the EV industry in the United States to the Company. Following in-depth discussions, the Company and the US team aligned on the cooperative principles and strategic directions for pursuing business collaboration in the United States.

In or about 2nd quarter of 2023
The US team introduced New Classic to the Company to discuss cooperation on business in the United States.

In or about 3rd quarter of 2023
The Company officially launched the new energy automobiles and related business and changed its name to reflect its new business direction. Operating companies were established in Beijing and Japan.

In or about 4th quarter of 2023
ZO Motors US was established in the United States.

In or about 1st quarter of 2024
Cooperation agreements were signed with Strategic Partner A and Strategic Partner C. An operating company was established in Cambodia and a leasing company was established in Japan. Trademark registrations were carried out in the operating areas.

In or about 3rd quarter of 2024
Operating companies were established in Singapore and Malaysia. A cooperation agreement was entered into with Strategic Partner G.

In or about 4th quarter of 2024
A cooperation agreement was entered into with Strategic Partner B.

In or about 1st quarter 2025
A cooperation agreement was entered into with Strategic Partner E.

In or about 3rd quarter of 2025
An operating company was established in Thailand.

ZO Motors US

In 2023, Ever Depot introduced a team of personnels with extensive experience in the EV industry in the United States to the Company, which subsequently introduced New Classic to the Company to discuss cooperation on business in the United States. Background of such personnels are set forth below:

Dr. Gu Lei, Chief Operation Officer and acting Chief Executive Officer of ZO Motors US, is an internationally renowned expert in automotive crash safety technology. He has published over 50 applied and academic papers on automotive crash safety, vibration and noise, durability, and vehicle structure optimisation and reliability design, and has received the SAE Technical Contribution Award several times. Dr. Gu obtained a Ph.D. degree in Modern Mechanics from the University of Science and Technology of China in 1989 and a Ph.D. degree in Mechanical Engineering from Northwestern University in 1993.

Dr. Gu served as a Senior Technical Expert at Ford Motor Company's North American Advanced Engineering Research Institute (1994 - 2005). Dr. Gu then served as the Dean of the Automotive Engineering Research Institute of Chery Automobile Co., Ltd. (March 2005 - July 2009). In July 2009, Dr. Gu joined Beijing Automotive Group, where he served successively as Vice President, CTO, and President of Beijing Automotive Research Institute. Dr. Gu was the Chief Executive Officer of the Technical Center of BAIC-Mercedes-Benz in 2015 to 2017, the President of Linktour in 2018 to 2020 and the Chairman of Morning Star EV Inc. in 2020 to 2024.

Mr. Ye Qing, Director of ZO Motors US, possesses extensive experience in the technology and automotive sectors, supported by a strong academic background that includes dual bachelor's degrees as well as master's degrees in engineering and management. He began his career at Nortel (Canada) and later played a key role in positioning Huawei Europe's smart home devices as a market leader.

From 2014 to 2016, as country manager of Huawei France, Mr. Ye spearheaded a remarkable expansion - growing annual revenue from US$60 million to US$300 million. He has since held pivotal roles at leading EV companies, including Lucid Motors, LeEco Global, and Faraday Future. Mr. Ye, as Executive President of ZO Motors US, leads its innovation and strategic growth initiatives.

Mr. Joost De Vries, formerly Chief Executive Officer of ZO Motors US (left in November 2025), has spent his career creating new possibilities in the automotive world and is widely recognised as a key figure in the rebirth of Karma Automotive and the new DeLorean Motor Company. Mr. De Vries is a graduate of Ashridge Business School in the United Kingdom, and European Institute of Business Administration (INSEAD) in France.

Mr. De Vries' background in building sales, after-sales, and production from scratch has facilitated the global business setup of AB Volvo, Tesla, Karma, and DeLorean. Mr. De Vries assisted Karma and DeLorean in implementing retail financing solutions with Ally, US Bank, Chase, and TD America, and raised multiple rounds of funding for both companies. Prior to joining ZO Motors US, Mr. De Vries held key positions at other companies, including CEO of DeLorean Motor Company, Executive Vice President of Sales and Marketing at Karma Automotive, and Vice President of Global Services at Tesla Motors Inc. He also held senior positions at Mack Trucks Inc., Xi'an Silver Bus Corporation, and Volvo Trucks.

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In light of the US government's "America First" policies which support domestic technology enterprises, in October 2023, the Group and New Classic reached an agreement to jointly established ZO Motors US in the United States, which is owned as to 20% by the Group and 80% by New Classic. It was also agreed that (i) the Group shall authorise ZO Motors US to sell "ZO MOTORS" and "ZM TRUCKS" branded ECVs; (ii) the Group shall be responsible for designing and supplying the products to ZO Motors US; and (iii) ZO Motors US shall operate in North America, South America and the Middle East markets. New Classic is wholly and beneficially owned by Ms. Jolie Wang, a US citizen and an experienced investor whose investments span across multiple new and high-tech industries, including EV, next generation batteries and advanced materials. Save for her 80% interest in ZO Motors US, Ms. Jolie Wang is an Independent Third Party. As at the Latest Practicable Date, Ms. Jolie Wang did not hold any position in ZO Motors US and had nominated three directors to ZO Motors US.

The above personnel did not have any position in the Group before the Group set up its new energy automobiles and related business in 2023. Upon the Group set up the new energy automobiles and related business, besides being the key management of ZO Motors US, Mr. Ye and Mr. De Vries were appointed as directors of ZO Motors BVI. Their role as directors of ZO Motors BVI was primarily to give advice to the Group in formulating the global business strategy and regional development directions, in particular for their input toward the strategies involving America and Middle East regions. The above personnel do not involve in the daily operations of the Asia Pacific arm of the new energy automobiles and related business of the Group. The daily operations of the Group's new energy automobiles and related business and ZO Motors US are managed independently by two separate management teams.

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Business model

The Company takes a leading and proactive role in its business strategies. The Group deploys specialised teams to conduct in-depth market research and analysis within each target country. This enables the Group to develop preliminary product specifications that are tailored to the needs of potential local customers and compliant with regional regulatory standards. The Group’s collaboration with its strategic partners operates on a sophisticated hybrid model that blends the best of ODM (Original Design Manufacturer) and OEM (Original Equipment Manufacturer). The Group co-designs and co-develops ECV together with strategic partners of the Group which are established and reputable automobile manufacturers in the PRC through long-term joint development agreements. The vehicle models are jointly designed and developed based on requirements and specifications specified by the Group to meet its customers’ needs. These strategic partners will provide production services to the Group to produce the jointly designed and developed products, according to purchase orders placed with specifications designated by the Group from time to time. The Group’s strategic partners do not have market presence of EV in overseas markets nor market similar models in the regions where the Group sells its ECVs. Upon successful certification procedures undertaken by the Group in each relevant country, the Group assumes full responsibility for all marketing, sales and distribution activities within the region. A flow chart regarding ECV production of the Group is set forth below:

Phase	The Group	Strategic partner
1. Market Research & Product Requirement Proposal	The business team of the Group conducts systematic market research in the target market, comprehensively analyses customer needs, application scenarios, commercial feasibility, and regulatory environment. It consolidates and confirms product positioning and functional requirements to form a clear product development direction.
2. Technical Framework Design & Strategic Partner Screening	The technical team of the Group completes the overall vehicle technical framework design based on confirmed product functional requirements and the target market's regulatory provisions. The team will then identify, screen and evaluate potential strategic partners with corresponding research and development and manufacturing capabilities, and advance partnership negotiations.
3. Prototype Development & Joint Implementation	The Group collaborates closely with the strategic partners to implement the product design plan. The Group provides unified management and confirmation of the product plan, key performance indicators, and compliance.	The strategic partner develops the product prototype according to the technical specifications confirmed by the Group.
4. Prototype Certification & Market Access Application / Certification Rectification & Technical Optimisation	The technical team advances relevant certification and market access application work in the target market, overseeing communication and coordination with regulatory bodies and testing agencies.	For any non-compliances identified during the certification process, the strategic partner implements necessary technical adjustments and optimisation plans formulated by the Group. Under the Group's guidance, the strategic partner makes required improvements and corrections to the prototype to ensure the final product meets the target market's regulatory and access requirements.
5. Certification Completion & Market Access Approval Obtained	Upon completion of all certification processes, the Group obtains formal market access approval for the product in the target market, laying the foundation for subsequent product.
6. Mass Production Decision & Product Procurement	Based on market demand forecasts and business plans, the Group issues product procurement orders to the strategic partner.	The strategic partner is responsible for mass production according to specified standards and completing product delivery within the agreed timeframe.
7. Market Promotion, Sales & Delivery	The business team of the Group conducts product promotion and brand building in the target market, engages with customers, secures sales orders, and manages product delivery arrangements to ensure timely delivery of products to customers that meet agreed quality standards.	*Products include complete vehicle, and KD units (for localised manufacturing if there is a local assembly plant).
8. After-Sales Service Support / Charging Infrastructure Service / Modification & Optimisation Service	The after-sales service team of the Group provides customers in the target market with product warranty and maintenance services, ensuring long-term stable product operation and enhancing customer satisfaction.
	The charging business team of the Group provides customers in the target market with supporting charging service solutions, enhancing product usage scenarios and increasing the value of the overall solution.
	The modification service team of the Group provides customers in the target market with vehicle modification and optimisation services to meet the customised needs of different clients, further extending the product lifecycle value.

Complete vehicles of the Group are sold to customers of various industries, while KD units are sold to ZO Motors US, which assembles the KD units into complete vehicles at its assembly facilities. The business team of ZO Motors US conducts systematic market research in its operating market and identifies ZO Motors US's product positioning and requirements, and works out its development direction with its technical team. ZO Motors US's technical team will submit their product requirements to the Group. Based on ZO Motors US's product requirements, the Group will carry out technical framework design and strategic partner screening process. The Group then coordinates with selected strategic partner, and work together with ZO Motors US to come up with a comprehensive product proposal. After the product proposal is mutually confirmed, ZO Motors US, on one hand, is responsible for all regulatory application and homologation in their operating countries, and will conduct sales and marketing activities of the vehicles as well as providing after-sales services to their customers in their business regions. On the other hand, the Group will be the supplier of the KD units for ZO Motors US, whereby the Group will provide product prototype and all support services to ZO Motors US for them to complete the product homologation and import application, and supply ZO Motors US the KD units based on the purchase orders placed to the Group. The Group will build and deliver the KD units, and provide product warranty services to ZO Motors US in accordance with mutually agreed terms. The Group earns a lower margin for sales to ZO Motors US as compared to sales to other markets as a result of the differences in roles and responsibilities of the Group in the transactions, in particular, ZO Motors US undertakes market promotion, sales and delivery and provides after-sales service and support to its customers. A flow chart regarding ECV production of ZO Motors US is set forth below:

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Phase	ZD Motors US	The Group	Strategic partner
1. Market Research & Product Requirement Proposal	ZD Motors US conducts systematic market research in the US, comprehensively analyses customer needs, application scenarios, commercial feasibility, and regulatory environment. It consolidates and confirms product positioning and functional requirements to form a clear product development direction.
2. Technical Framework Design & Strategic Partner Screening	ZD Motors US initiates the product design, functions and regulatory requirements according to its market research, positioning and US regulatory framework. ZD Motors US will discuss the design and requirements with the Group to ensure the product to fulfill the requirements as appropriate.	The technical team of the Group cooperates with ZD Motors US and completes the overall vehicle technical framework design based on confirmed product functional requirements and the market's regulatory provisions. The team will then identify, screen and evaluate potential strategic partner with corresponding research and development and manufacturing capabilities, and advances partnership negotiations.
3. Prototype Development & Joint Implementation		The Group collaborates closely with the strategic partner to implement the product design plan. The Group provides unified management and confirmation of the product plan, key performance indicators, and compliance.	The strategic partner develops the product prototype according to the technical specifications confirmed by the Group.
4. Prototype Certification & Market Access Application / Certification Rectification & Technical Optimisation	ZD Motors US advances relevant certification and market access application work in the target market, overseeing communication and coordination with regulatory bodies and testing agencies.	Technical team of the Group coordinates the strategic partner and implement modifications and adjustment on the product prototype from time to time. Upon satisfaction on the product prototype, the Group delivers the product prototype to ZD Motors US for certification.	For any non-compliances identified during the certification process, the strategic partner implements necessary technical adjustments and optimisation plans formulated by the Group. Under the Group's guidance, the strategic partner makes required improvements and corrections to the prototype to ensure the final product meets the target market's regulatory and access requirements.
5. Certification Completion & Market Access Approval Obtained	Upon completion of all certification processes, ZD Motors US obtains formal market access approval for the product in the US, laying the foundation for subsequent product commercialisation and large-scale sales.
6. Mass Production Decision & Product Procurement	Based on market demand forecasts and business plans, ZD Motors US issues product procurement orders to the Group.	Pursuant to the product procurement orders from ZD Motors US, the Group issues product procurement orders to the strategic partner.	The strategic partner is responsible for mass production according to specified standards and completing product delivery within the agreed timeframe.
7. Market Promotion, Sales & Delivery	ZD Motors US conducts product promotion and brand building in the target market, engages with customers, secures sales orders, and manages product delivery arrangements to ensure timely delivery of products to customers that meet agreed quality standards.	The Group is responsible for monitoring the production progress of the strategic partner ensuring mass production adheres to the requirements, and completing product delivery within the agreed timeframe.	Products include complete vehicle, and KD units (for localised manufacturing if there is a local assembly plant)
8. After-Sales Service Support / Changing Infrastructure Service	ZD Motors US provides customers in the target market with product warranty and maintenance services, ensuring long-term stable product operation and enhancing customer satisfaction.
	ZD Motors US provides customers in the target market with supporting charging service solutions, enhancing product usage scenarios and increasing the value of the overall solution.

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ECV models

Certain ECV models marketed by the Group and ZO Motors US under “ZO MOTORS” and “ZM TRUCKS” brands and their corresponding strategic partners are set forth below:

Model	ECV type	Strategic partner(s)
ZM4	Cargo van	Strategic Partner A
ZM4	Passenger van	Strategic Partner A/Strategic Partner B
ZM6	Light truck	Strategic Partner A
ZM7	Light tractor	Strategic Partner C
ZM8	Light truck	Strategic Partner C
ZM22	Heavy truck	Strategic Partner C
ZM37	Heavy truck	Strategic Partner D
ZM50	Heavy truck	Strategic Partner D
ZM T75	Tractor	Strategic Partner E
ZM Fork	Folklift	Strategic Partner E
ZM Bus	Passenger bus	Strategic Partner F

Assembly plant in Cambodia

The Group has launched its first EV assembly plant project in Cambodia in August 2024 to enhance assembly capacity and supply chain efficiency, thereby strengthening its new energy automobiles and related business in Southeast Asia. The construction is divided into two phases, with a total gross floor area of approximately 100,000 square meters and an expected annual production capacity of up to 5,000 units. The first phase of the Cambodia assembly plant will feature integrated assembly functions for engines, chassis and interiors, along with quality inspection. It is designed to accommodate various EVs, from buses and passenger cars to light and heavy-duty trucks. This initial phase is projected to commence operations in or around late 2026. The total planned investment cost for setting up the Cambodia assembly plant is approximately US$17 million (equivalent to approximately HK$132.6 million). As at the Latest Practicable Date, the Group had acquired a piece of land by long term lease for an aggregate sum of approximately US$2.3 million, and entered into an engineering, procurement and construction contract for a contract amount of approximately US$1.0 million. The Group's Cambodia business unit recorded capital costs of approximately HK$3.58 million for property, plant and equipment and approximately HK$1.49 million for right-of-use assets during the year ended 30 June 2025. None of the applicable percentage ratios in respect of the capital costs incurred and payable to one single vendor in aggregate exceeds 5%. Therefore, none of the capital costs incurred constitutes a notifiable transaction for the Company under Chapter 14 of the Listing Rules.

The establishment of the Cambodia assembly plant is part of the Group's global operational strategy to deepen the integration of EV assembly, production, sales, after-sales and value-added services into a seamless value chain. Apart from the Cambodia assembly plant, the Company is actively developing plans to establish assembly lines and production capabilities across its key operational regions in Southeast Asia including Malaysia and Thailand. The Group considers that this strategic expansion will enhance local market responsiveness, improve supply chain resilience and strengthen the Group's competitive position. By localising core functions in the supply chain, the Group aims to increase its market share in each region through improved product availability, cost efficiency and customer-centric service offerings.

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High precision EV modification centre in Japan

To continuously enhance the Group’s comprehensive competitiveness in the ECV market of Japan and further strengthen the execution capabilities for deploying new EV solutions in Japan, the Group has formulated a plan focusing on building local EV modification and service capabilities. Through phased investment and resources integration, the Group aims to establish a complete ecosystem covering vehicle delivery body frame building, maintenance and value-added services. The Group is in the course of establishing a high precision EV modification centre in Japan with gross floor area over 1,000 square meters targeting high-value-added modification market such as refrigerated trucks, insulated trucks and special-purpose vehicles. The Group believes that the establishment of the locally based high precision EV modification centre will create a long-term relation with reputable local logistics and leasing companies and synergies across different EV models and business lines. The high precision EV modification centre will be established through the upgrade of the existing pre-delivery inspection centre and offices of the Group’s Japan business unit with a gross floor area of over 1,000 square meters. The Group’s Japan business unit had recorded capital costs of approximately HK$4.52 million on property, plant and equipment and approximately HK$13.48 million on right-of-use assets during the year ended 30 June 2025 for its pre-delivery inspection centre and offices. None of the applicable percentage ratios in respect of the capital costs incurred and payable to one single vendor in aggregate exceeds 5%. Therefore, none of the capital costs incurred constitute a notifiable transaction for the Company under Chapter 14 of the Listing Rules.

Other value-adding services

The Group has its own warehouses and warehouse management teams in all operating regions, maintaining optimal level of inventory, including complete vehicles and parts and accessories, to ensure due delivery of sales orders as well as to provide timely after-sales services to the customers.

The Group has its own quality control team to inspect each vehicle and product produced by its strategic partners to ensure such vehicle and product meets its requirements before arranging for factory acceptance. The Group ensures the vehicles being designed and produced meet the specific certification and compliance requirements of different international markets. Essentially, the Group acts as the critical link between the strategic partners, which produce standardised models without tailoring the vehicles to fulfil the requirements for individual countries, and the diverse regulatory landscapes of each target market. The Group takes responsibility for understanding each country’s unique legal and technical standards, then communicates the necessary modifications and specifications with the strategic partners for implementation and production. Furthermore, the role of the Group involves a “mix-and-match” approach by integrating technologies and components from various suppliers and partners to configure vehicles that not only satisfy local government regulations but also align with specific customer expectations. In summary, the Group creates essential value by bridging the gap between standardised production and customised, market-ready compliance.

The Group is also responsible for providing after-sales services for its vehicles to its customers. When selling vehicles, the Group typically provides customers with a warranty. The warranty period is determined according to local common market practice (e.g., 5 years or 150,000 kilometers in Cambodia and 5 years or 300,000 kilometers in Japan). During the warranty period, the Group will provide free repairs for problems not caused by customers’ fault. The Group currently has an after-sales service team of 19 full-time staff, distributed across its Beijing headquarter, Cambodia, and Japan.

In Cambodia, in addition to its own after-sales service centre operated by the Group's own staff in Phnom Penh, the Group has also engaged three external engineering service providers providing timelier after-sales service to its customers in the three major cities of Sihanoukville, Poipet and Mok Bai. Such three service centres are operated and owned by external engineering service providers which are Independent Third Parties. There are no long-term agreements entered into with such external engineering service providers. The external engineering service providers do not charge the Group any fixed fees. They charge the Group for costs of actual work incurred from time to time. The fees charged by the external engineering service providers are agreed upon by the parties on a transaction-by-transaction basis.

In Japan, the Group currently has an after-sales service centre in Tokyo operated by its own staff. Further, if needed, the Group may also despatch its own staff to provide on-site repair services at the customers' premises.

The Group provides customers with full warranty services, including the necessary spare parts. The PRC strategic partners are only responsible for supplying the necessary spare parts to the Group. The Group in general does not require strategic partners to provide back-to-back warranties for all vehicle models, but if the problem is due to product quality issues, the Group will negotiate for repair cost compensation from the strategic partners.

The after-sales service process is basically as follows: when customers encounter problems, they contact the Group's after-sales service team. If the problem is verified to be within the warranty coverage, the Group will provide repair free of charge. If the problem is outside the warranty coverage, the after-sales service team will provide the customer with a quote, and after both parties confirm the quote, the Group will carry out the repair.

Moreover, to enhance its overall EV ecosystem, the Group had established 13 EV charging stations in Cambodia as at the Latest Practicable Date. These EV charging stations are strategically located in commercial districts, industrial parks, and transportation hubs to serve urban commuting, business travel, and logistics delivery needs. The Group plans to expand its charging station network in Cambodia such that there will be in total 60 EV charging stations established by the Group by the end of 2026. The Group considers that the establishment of the charging station network will strengthen the nationwide EV infrastructure, meet the charging needs of public travel and business activities in particular the transport and logistics sectors, and promote the widespread adoption and application of ECV in Cambodia, which will enhance the demand of ECV and benefit the development and growth of the Group's new energy automobiles and related business.

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Customers

Major customers of the new energy automobiles and related business are individuals, distributors and end-user corporations of different industries. The Group has not entered into any long-term agreements with its customers. The Group enters into sale and purchase agreements with its customers for each sales order. The salient terms of a typical sales transaction are as follows:

	Distributor	End-user
Payment:	100% within 30 business days before delivery	30% upon execution of sale and purchase agreement and 70% upon delivery
Delivery:	FOB	Delivery and pick-up of the vehicle at the Group's premises
Inspection period:	14 business days at port of destination	-
Warranty period:	-	Up to 5 years for electric powertrain systems

As at the Latest Practicable Date, the Group had recorded more than 1,200 individual customers and 17 corporate customers for its new energy automobiles and related business.

The largest customer of the new energy automobiles and related business of the Group is ZO Motors US. ZO Motors US distributes the Group's automobile products in North America, South America and the Middle East. The end-customers of ZO Motors US are mainly engaged in business including express delivery, logistics, manufacturing and trading, restaurants and car leasing. Revenue derived from ZO Motors US accounted for approximately $86.67\%$ of the total revenue of the Group's new energy automobiles and related business for the year ended 30 June 2025. Despite the high concentration of revenue derived from ZO Motors US, the Directors consider the Group's new energy automobiles and related business is sustainable and the reliance on ZO Motors US is acceptable taking into account the following factors:

(i) The relatively concentrated customer base is mainly due to the new energy automobiles and related business of the Group was still in its early development stage. However, the business has been growing rapidly with sales increasing from approximately HK$5.6 million for the year ended 30 June 2024 generated from one customer to approximately HK$123.7 million from around 7 corporate customers and 300 individual customers for the year ended 30 June 2025. The Group is actively planning to enter markets in Southeast Asia countries, such as Singapore, Malaysia and Vietnam, with an aim to rapidly expanding its market presence and becoming one of the key stakeholders in these regions. It is expected that as the business continues to penetrate into different countries, the customer base of the new energy automobiles and related business will further expand.

(ii) The Group will continue to deepen collaboration with downstream partners and conduct market research through different channels and engage in in-depth communication with end-customers to accurately identify core market needs, drive product and service innovation, and improve the alignment between products and market needs.

(iii) There is mutual reliance between the Company and ZO Motors US. While ZO Motors US is currently the single largest customer of the new energy automobiles and related business, the Group is the only supplier of automobiles of ZO Motors US. ZO Motors US only distributes the automobiles of the Group in North America, South America and Middle East. It is a joint venture set up by the Company and New Classic particularly to distribute the Group's automobiles in the aforementioned region. Therefore, ZO Motors US will not be able to substitute the Group with another supplier.

Suppliers

For the year ended 30 June 2025, the Group's new energy automobiles and related business had more than 30 suppliers. The Group has entered into cooperation agreements for supplies of vehicles, EV chargers and parts. Salient terms of the major cooperation agreements are set forth below:

Strategic Partner A

Pursuant to the cooperation agreement entered into between the Group and Strategic Partner A, Strategic Partner A will provide ODM production for a model of electric light truck to the Group for sale under "ZO MOTORS" brand. The Group is responsible for proposing a development and improvement plan for the jointly developed product, based on the regulatory and certification requirements of Japan. Both parties are jointly responsible for completing product development and improvement in accordance with the product plan. The Group is authorised to distribute the jointly developed product to end-users in Japan. The Group shall appoint individuals and/or companies with strong financial capabilities to act as authorised wholesalers and/or retailers in Japan to wholesale and retail the jointly developed product. If the Group fails to meet the stipulated purchase quantity in the first year, the unmet purchase quantity shall be carried over to the next year. If the Group fails to meet the stipulated purchase quantity in the first two years, Strategic Partner A shall have the right to terminate the cooperation agreement.

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Strategic Partner B

Pursuant to the cooperation agreement entered into between the Group and Strategic Partner B, Strategic Partner B will provide the development of two vehicle models (6.9 meter electric logistic van and passenger van) and relevant parts for the Group. The vehicle models are designed and developed based on specific design, requirements and specifications designated by the Group to meet its customers' needs. The Group will apply for the Gulf Cooperation Council Conformity Certificate of the products. The Group bears all the development, certification and modeling costs. During the product development, assembly and production process under the cooperation agreement, the intellectual property rights of the digital models, molds, drawings, and technical documents related to the project shall belong to Strategic Partner B; unless such technical data is provided by the Group, or the development costs are shared and paid by the Group, or the certification fees for the components are paid by the Group, then the ownership of the digital models, drawings, molds, and certification reports/certificates for the newly developed parts of these components shall belong to the Group. Strategic Partner B has authorised the Group to use the aforementioned intellectual property rights of Strategic Partner B for the purposes of developing and selling the vehicle models involved in the project. The components and molds under the cooperation agreement shall belong to the Group.

Strategic Partner C

Pursuant to the cooperation agreement entered into between the Group and Strategic Partner C, Strategic Partner C will provide ODM production for two models of electric light trucks to the Group. For right-hand drive model, Strategic Partner C manufactures semi knocked down products for the Group, and the Group builds an assembly factory in its territory to assemble complete vehicles, which are then sold under the "ZO MOTORS" brand. For left-hand drive model, Strategic Partner C manufactures complete vehicles and semi knocked down products for the Group. The parties have agreed to use the dual brands of the Group and Strategic Partner C for end-user sales.

Strategic Partner E

Pursuant to the cooperation agreement entered into between the Group and Strategic Partner E, Strategic Partner E will provide OEM production for machinery vehicles, such as forklift and dock trailer to the Group for sales in its operating region. The Group will purchase the products produced by Strategic Partner E and sell the products under the Group's own brand. The Group will provide product technical parameters, configuration requirements and certification standards. Strategic Partner E is responsible for organising production and ensuring that the product quality meets the Group's requirements. The product quality is subject to the Group's acceptance and confirmation.

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Strategic Partner G

Pursuant to the cooperation agreement entered into between the Group and Strategic Partner G, Strategic Partner G shall design and develop EV chargers based on the Group’s specifications and needs and parts of the Group’s electric trucks sold in various markets. The products shall obtain certification from CSA Group, a Canadian organisation that tests and certifies products for safety and performance in North American and globally. In the five years from the completion date of the cooperation agreement, Strategic Partner G agrees to supply the Group with the EV chargers at the manufacturing cost. After mass-producing the trial product, Strategic Partner G may sell the finished products based on the same specifications and technical requirements to third parties. All foreground rights (i.e., any intellectual property rights arising of and resulting from the development work), including but not limited to, the charger, cover and molding of the trial product accrue to and are sold, transferred and assigned to Strategic Partner G. Strategic Partner G has the right to use the foreground rights regarding system design and technical specifications for subsequent products for the Group or other third parties. The external design to the trial product for the Group is to be uniquely reserved exclusively for the Group’s products and its variations. The Group has the intellectual property right to the external design, and Strategic Partner G shall not use this external design in products for any third party without the Group’s consent.

The Group enters into separate sale and purchase agreement with the suppliers for each purchase order. The salient terms of a typical purchase order are as follows:

• Payment: Payment is made by instalments, with the deposit paid after signing the sale and purchase agreement, and the last instalment paid before shipment.
• Delivery: Shipment of product is arranged by the Group. Delivery is deemed complete when the supplier delivers the goods to the loading port designated by the Group under the FOB terms.
• After-sales services: After-sales services for the products shall be provided by the Group. Suppliers are not responsible for providing after-sales services to end users (i.e., the Group’s customers).
• Warranty: Suppliers provide warranty for 14 months to 24 months. Battery warranty is 8 years.

The Group’s new energy automobiles and related business purchases approximately 89.35% of its supplies from Strategic Partner A and Strategic Partner C for the year ended 30 June 2025. Despite the reliance on supplies from a limited number of suppliers, the Directors consider the new energy automobiles and related business is sustainable and the reliance on Strategic Partner A and Strategic Partner C is acceptable taking into account the following factors:

(i) The Group has entered into long term agreements with its strategic partners, including Strategic Partner A and Strategic Partner C, to ensure the stable and sufficient supply of products for the new energy automobiles and related business.

(ii) The Group has customers in various regions and countries inquiring about EV for different purposes besides trucks. The Group develops vehicle models based on customer needs and sources suitable strategic partners to produce them for the Group. Therefore, the Group will continue to expand its product portfolio and supplier base as the business steadily develops, reducing its reliance on any single supplier.

(iii) ECV manufacturing sector is a highly specialised field with significant technical and operational barriers to entry, resulting in a relatively limited pool of suppliers possessing the requisite expertise and production capabilities. The Group adheres to stringent selection criteria when engaging strategic partners, emphasising technical proficiency, quality assurance and compliance with regulatory standards. This deliberate and rigorous supplier evaluation process naturally results in a higher concentration of production partners, which reflects a strategic approach to ensuring product excellence and supply chain stability rather than an oversight in diversification.

Competitive advantages

The Group is responsible for the homologation of its products in all operational markets. This entails not only specifying technical requirements for its strategic partners and collaborating with them to develop and produce the required vehicle models but also leading direct communications with the relevant automotive regulatory authorities in each country. The objective is to ensure the ECV meets all local market access standards and regulations, thereby securing the necessary approvals, registration and certifications for import and sale. The homologation process demands a highly experienced team with a deep understanding of market needs and specialised knowledge in aligning product specifications with local regulations. This complex requirement constitutes a significant barrier to entry, preventing many automotive enterprises from easily exporting their products. The management, operation and engineering teams of the Group, including Mr. He Dong, Mr. Ye Qing and Ms. Xu Yanli whose brief biographies are set out in the section headed “Letter from the Board – New energy automobiles and related business of the Group – Workforce and management team” of this circular, with proven capabilities in such critical area provide the Group with the confidence and drive to expand into diverse regional markets. The launch of ECV by the Group in Cambodia, Japan and Thailand demonstrates the capabilities of the Group’s management, operation and engineering teams in the homologation process of its products.

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In the highly competitive global EV market, a significant and sustainable competitive advantage lies in a company's ability to navigate complex international regulations. The EV industry operates within a strictly regulated environment characterised by divergent and rigorous safety, technical, and compliance standards that vary by region. The Group possesses a critical strategic strength in this area through its deeply embedded, experienced local teams in every key regional market.

This localised structure provides the following multifaceted advantages:

Proactive Regulatory Navigation and Compliance: In-country teams of the Group, comprising seasoned technicians, engineers, and sales strategists, possess extensive knowledge of local regulatory frameworks. This ensures that EV design, software and safety features are not merely adapted but are developed from the ground up to satisfy the specific requirements of markets such as United States, Canada, South America, Japan and Southeast Asia. This pre-empts costly redesigns, accelerates time-to-market, and mitigates compliance risks.

Customisation and Market Intelligence: Regional teams of the Group serve as the vital link between centralised assembly and production capabilities and local market needs. They possess the authority and expertise to accept and manage tailored production orders, transforming standard vehicles into bespoke solutions for fleet operators, corporate clients, or specific market segments. This capability, guided by deep cultural and consumer insights, allows the Group to customise everything from battery range and software features to interior configurations. By translating unique customer requirements into feasible, compliant, and locally-relevant specifications, enables the Group to deliver unparalleled value and foster long-term strategic partnerships.

Enhanced Agility and Responsiveness: With empowered teams on the ground, the Group can respond with agility to evolving regional policies or emerging technical standards. This decentralises problem-solving and fosters innovation that is directly relevant to each market's unique challenges and opportunities.

In essence, the Group's strategy in deep regional localisation converts the traditional challenge of navigating diverse global regulations into a significant and sustainable competitive advantage. It ensures that ECV of the Group are not just globally available, but are authentically local, fully compliant, and precisely tailored to win in each regional market of the Group.

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Sale volume

Since entering the new energy automobiles and related business in 2023, the Group has achieved considerable advancement. During the year ended 30 June 2025, the Group has delivered approximately 320 units of new energy automobiles, generating revenue of approximately HK$123.7 million. During the six months ended 31 December 2025, the Group has delivered approximately 100 units of new energy automobiles, generating revenue of approximately HK$42.5 million. The Group’s budgeted sale volume of new energy automobiles for the year ending 30 June 2026 is set forth below:

Major market	Units
United States	396
Cambodia	225
Japan	57
Thailand	84
Malaysia	40
Singapore	20
Total:	822

Workforce and management team

As at the Latest Practicable Date, the Group’s new energy automobiles and related business employed approximately 150 staff, who are strategically distributed across key operational markets in the PRC, Japan, Southeast Asia (including Thailand, Malaysia, Singapore and Cambodia) and Hong Kong.

The breakdown by function of the Group’s global team is set forth below.

Function	No. of staff
Management	20
Sales and marketing	40
Engineering	10
Finance	13
Product control	6
Research and development	13
Business operation	20
Legal	4
Human resources	4
Office administration and support	20
Total:	150

The Group has a strong management team with extensive experience in new energy automobiles and related business. Brief biographies of the key members are set forth below:

Mr. Zhao Wenqing, Executive Director and Chairman of the Board, is an experienced business leader with a strong background in corporate governance, strategic development, and financial and risk management. Mr. Zhao is responsible for driving strategic planning, business expansion, and overseeing corporate risk management and compliance operations of the Group. He holds a Bachelor's degree and a Master's degree from the University of Science and Technology Beijing. Earlier in his career, Mr. Zhao accumulated extensive experience in risk control and financial management as the director of the risk management department and chief accounting officer at Beijing Centergate Technologies (Holdings) Co., Ltd. Adept at navigating complex regulatory environments and leading cross-border operations, Mr. Zhao brings a wealth of experience in steering global enterprises toward sustainable growth.

Mr. He Dong, Vice President of the Group, director of ZO Motors BVI, director & Vice President of ZO Motors Corp. ("ZO Motors JP", a company incorporated in Japan and a wholly-owned subsidiary of the Group), and President, Asia-Pacific (Excluding Japan) of ZO Future New Energy (Beijing) Co., Ltd. (a company incorporated in the PRC and a wholly-owned subsidiary of the Group), possesses over 15 years of extensive experience in the automotive industry. He earned his bachelor's degree from Wuhan University of Science and Technology and later received a master of business administration from Carl Benz Academy, a course delivered by the Berlin University for Professional Studies in Germany in cooperation with Peking University in China and Woodbury University in the United States. He also completed a CEIBS Online Mercedes-Benz Elite Program. Mr. He worked at Pangda Automobile Trade Co. Ltd. (龐大汽貿集團股份有限公司) ("Pangda Group"), a well-known enterprise in China's automobile distribution industry, from 2008 to 2018. Mr. He's family is one of the founders of Pangda Group. Mr. He initially served renowned passenger vehicle brands and subsequently oversaw multiple automotive brands and regional operations, including serving concurrently as General Manager for two dealerships of a renowned passenger vehicle brand in Hebei province and Shandong province of the PRC. In 2018, Mr. He, leveraging deep industry insight and extensive networks, established an automotive industry chain in collaboration with established automobiles manufacturers covering commercial and passenger vehicle sales, core component supply, logistics and transportation. In 2023, Mr. He joined the Group to develop the new energy automobiles and related business.

Mr. Huang Dongfeng (Executive Director and Chief Executive Officer of the Company) acquainted with Mr. He through his business circle in Beijing, the PRC for a long time. In or about 2022, Mr. Huang discussed the Group's new business direction and potential cooperation with Mr. He.

Mr. Hidetoyo Teranishi, director of ZO Motors BVI and director & President of ZO Motors JP, has risen rapidly in Japanese business circles since beginning his studies at Glendale Community College. He later pioneered a new era of Chinese automotive products at CARBIDE and played a key role in enhancing luxury healthcare services in Greater China for RESORT TRUST Corporation. In 2014, his entrepreneurial drive led him to establish MEDI HUB Co., Ltd, focusing on introducing Japan's premium healthcare offerings to the global market. With deep connections and extensive experience in developing business between Japan and China, Mr. Teranishi brings valuable cross-border insight and a proven track record of strategic market expansion.

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Mr. Ye Qing, director and Executive President of ZO Motors BVI, brings extensive experience in the technology and automotive sectors, supported by a strong academic background that includes dual bachelor's degrees as well as master's degrees in engineering and management. He began his career at Nortel (Canada) and later played a key role in positioning Huawei Europe's smart home devices as a market leader. From 2014 to 2016, as country manager of Huawei France, Mr. Ye spearheaded a remarkable expansion – growing annual revenue from US$60 million to US$300 million. He has since held pivotal roles at leading electric vehicle companies, including Lucid Motors, LeEco Global, and Faraday Future. He joined the Group to lead its innovation and strategic growth initiatives.

Mr. Yam Pui Hung, Robert, director and Chief Financial Officer of ZO Motors BVI, is a senior financial executive with comprehensive experience as a Chief Financial Officer and board secretary. He is a fellow of the Association of Chartered Certified Accountants and a certified public accountant of the Hong Kong Institute of Certified Public Accountant, holding a degree from City Polytechnic of Hong Kong (now known as "City University of Hong Kong"). His experience spans financial management, corporate finance, and corporate governance, providing strategic oversight in these critical areas for growth and compliance.

Ms. Xu Yanli, director and Chief Legal and Corporate Affairs Officer of ZO Motors BVI, is a results-driven legal and business executive with over 20 years of global experience advising C-suite and board-level leadership. A Harvard Law School graduate, she previously practiced M&A at Deloitte after starting her career at Paul Hastings. As Rivian Automotive, Inc.'s lead counsel for international expansion, she drove market entry and government negotiations for manufacturing sites. Her extensive experience covers all key legal areas for cross-border operations, including financing, commercial transactions, and supply chain.

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Trademarks

The Group's “ZO MOTORS” brand ECV are being sold in Japan, Cambodia and Thailand, and the “ZM TRUCKS” brand ECV business is operating in the United States, Canada, South America and the Middle East by ZO Motors US. Trademarks and brands of the Group’s ECVs are owned and registered by the Group in markets which the ECVs are marketed and sold. A summary of the trademark registrations is set forth below:

Market	STQ	“ZO MOTORS”	“ZM TRUCKS”
Australia	○	○
Cambodia	✓	○	✓
China	✓	✓	✓
Hong Kong	✓	✓
Indonesia	✓	✓	✓
Japan	✓	✓
Laos	✓	✓
Malaysia	✓	✓
Myanmar	○	○
Singapore	✓	✓
Thailand	✓	✓
Vietnam	○	○

Note:
✓ Registered
○ Application submitted pending for approval

Prospects and future plan

The global ECV market has been transitioning from a niche segment to a mainstream transportation solution, driven by compelling economic, regulatory and environmental factors. The growth potential is supported by robust market data and strong governmental push. Government policies worldwide are creating a powerful, multi-pronged driver for the ECV industry, primarily through financial incentives, regulatory mandates and infrastructure support. It is expected that global sales of light-duty electric vans and trucks would increase from approximately 0.5 million units in 2024 to approximately 4.8 million units in 2030, while medium to heavy duty electric vans and trucks would increase from less than 0.1 million units in 2024 to approximately 0.8 million units in 2030.

As at the Latest Practicable Date, the Group had launched and marketed more than 10 models of ECV in the target markets. The Group will continue to focus on diversifying product innovation and expanding its product portfolio to meet the needs of different customers in the market. While strengthening market penetration and deepening its presence in existing markets, it will actively seek opportunities to enter emerging markets. The Group is actively planning to further penetrate markets in Southeast Asian countries such as Singapore, Malaysia and Vietnam, with an aim to rapidly expand its market presence and become one of the key stakeholders in these regions. Meanwhile, the Group will further deepen collaboration with upstream and downstream partners. On one hand, the Group will strengthen strategic partnerships with core suppliers to build a solid competitive advantage, aiming to enhance the product portfolio, improve quality stability and innovation, and fundamentally boost product competitiveness and supply chain resilience. On the other hand, the Group will conduct market research from time to time through different channels and engage in in-depth communication with end customers to accurately identify core market needs, drive product and service innovation, and improve the alignment between products and market needs. The Group will continue to maximise efforts in developing new ECV, contributing to zero emissions in the global commercial vehicle sector as well as creating value for EV owners and users.

IMPLICATIONS UNDER THE LISTING RULES

Chapter 14 of the Listing Rules

Since the highest of the applicable percentage ratios for the Disposal exceeds 25% but is less than 75%, the Disposal constitutes a major transaction for the Company under Chapter 14 of the Listing Rules and is subject to the reporting, announcement, circular and shareholders' approval requirements under Chapter 14 of the Listing Rules.

Under Rule 14.44 of the Listing Rules, Shareholders' approval for the Share Purchase Agreement and the transactions contemplated thereunder may be obtained by way of written Shareholders' approval in lieu of holding a general meeting if (i) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the transactions; and (ii) written Shareholders' approval has been obtained from a Shareholder or a closely allied group of Shareholders who together hold more than 50% of the voting rights at that general meeting to approve the transaction.

The Directors considered the Closely Allied Group (holding 490,307,652 Shares in aggregate, representing approximately 53.14% of the total number of issued Shares as at the date of the Announcement) as a closely allied group of Shareholders under Rules 14.44 and 14.45 of the Listing Rules taking into account the following factors with reference to Rule 14.45 of the Listing Rules:

(1) number of persons in the group: The Closely Allied Group comprised Ever Depot, which was ultimately wholly owned by Mr. Vong and held 273,307,652 Shares, representing approximately 29.62% of the total number of issued Shares as at the date of the Announcement, and Trillion Trophy, which was ultimately wholly owned by Mr. Suen and held 217,000,000 Shares, representing approximately 23.52% of the total number of issued Shares as at the date of the Announcement;

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(2) nature of their relationship including any past or present business association between two or more of them: Mr. Vong and Mr. Suen have known each other since 2017, when the Group acquired from Mr. Vong interests in certain real properties in Cambodia and commenced its investment in properties business. Save for being shareholders of the Company, as at the date of the Announcement, Mr. Vong and Mr. Suen had no other past or present relationship (whether business, family, financing or otherwise);

(3) length of time each of them has been a shareholder: Trillion Trophy has been a Shareholder since October 2016 when it invested in the shares of the Company and Ever Depot has been a Shareholder since November 2017 when the Company allotted and issued its shares to Ever Depot to satisfy the consideration for the acquisition of certain real properties in Cambodia;

(4) whether they would together be regarded as “acting in concert” for the purposes of the Hong Kong Code on Takeovers and Mergers: Mr. Vong and parties acting in concert with him on the one part and Mr. Suen and parties acting in concert with him on the other part fall within class (1) of the presumption under the definition of “acting in concert” under the Hong Kong Code on Takeovers and Mergers, as each of them holds 20% or more of the voting rights of the Company. However, they are as a matter of fact not acting in concert as (i) no agreement or understanding (whether formal or informal) has been made among them to actively cooperate to obtain or consolidate control of the Company; and (ii) each of them is not accustomed to act in accordance with the other’s instructions and is independent in the decision making process. Having said that, the Closely Allied Group has voted in the same way on all shareholders’ resolutions of the Company, except for resolutions in which any of them was required to abstain from voting or was absent from the general meetings; and

(5) the way in which they have voted in the past on shareholders’ resolutions other than routine resolutions at an annual general meeting: For all non-routine resolutions at general meetings where the Closely Allied Group was not required to abstain from voting, the Closely Allied Group has voted in the same way. For all non-routine resolutions at general meetings where a member of the Closely Allied Group was required to abstain from voting, the other member of the Closely Allied Group had voted for such resolutions. There were no circumstances where a member of the Closely Allied Group voted against the other member’s voting direction.

Since no Shareholders are required to abstain from voting if the Company were to convene an extraordinary general meeting for the approval of the Share Purchase Agreement and the transactions contemplated thereunder, and the Company had obtained a written approval for the Share Purchase Agreement and the transactions contemplated thereunder from the Closely Allied Group (holding 490,307,652 Shares in aggregate, representing approximately 53.14% of the total number of issued Shares as at the date of the Announcement), no extraordinary general meeting of the Company to approve the Share Purchase Agreement and the transactions contemplated thereunder would be convened pursuant to Rule 14.44 of the Listing Rules.

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Chapter 14A of the Listing Rules

Immediately prior to Completion, BCL was owned as to approximately 51.72% by the Company, approximately 45.98% by SCL and approximately 2.30% by other shareholders. Accordingly, SCL was a connected person of the Company at the subsidiary level under the Listing Rules, and the Share Purchase Agreement and the transactions contemplated thereunder constituted a connected transaction for the Company under Chapter 14A of the Listing Rules.

Since (i) the Share Purchase Agreement and the transactions contemplated thereunder are on normal commercial terms or better; (ii) SCL was a connected person of the Company at the subsidiary level under the Listing Rules immediately prior to Completion; (iii) the Share Purchase Agreement and the transactions contemplated thereunder had been approved by the Board; and (iv) the Independent Non-executive Directors (having taken into account the advice of the Independent Financial Adviser, a summary of which is set forth in the section headed “Letter from the Board – Summary of advice of the Independent Financial Adviser” of this circular) had confirmed that the terms of the Disposal are fair and reasonable, the Disposal is on normal commercial terms or better and in the interests of the Company and the Shareholders as a whole, the Share Purchase Agreement and the transactions contemplated thereunder are subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules, but are exempt from the circular, independent financial advice and shareholders’ approval requirements pursuant to Rule 14A.101 of the Listing Rules.

None of the Directors has a material interest in the Share Purchase Agreement and the transactions contemplated thereunder and is required to abstain from voting on the relevant resolution(s) at the Board meeting.

FURTHER INFORMATION

Your attention is also drawn to the financial information of the Group, the Valuation Report and the general information set out in the appendices to this circular.

Yours faithfully,
On behalf of the Board
ZO Future Group

Business Valuation Report

Our Reference Code
B04125

Client Company Name
ZO Future Group

Subject of Valuation
1. Market Value of 51.72% equity interest in Birmingham City Limited and its subsidiaries
2. Market Value of GBP 19,233,904 Shareholder Loan

Report Date
7 November 2025

Valuation Date
30 June 2025

Standard
International Valuation Standards ("IVS")

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JP ASSETS CONSULTANCY
LIMITED

JP ASSETS CONSULTANCY LIMITED

TABLE OF CONTENT	PAGE
SCOPE AND PURPOSE OF ENGAGEMENT	4
STANDARD AND BASIS OF VALUE	4
PREMISE OF VALUE	4
LEVEL OF VALUE	5
SOURCE OF INFORMATION	5
ECONOMY OVERVIEW	6
INDUSTRY OVERVIEW	9
TRANSACTION OVERVIEW	12
GENERAL ASSUMPTIONS	16
MAJOR ASSUMPTIONS	16
APPLICATION OF THE MARKET APPROACH - VALUATION OF THE EQUITY INTEREST IN THE TARGET GROUP	17
SUMMARY OF MARKET VALUE OF THE TARGET GROUP AND THE SHAREHOLDER LOAN	23
STATEMENT OF LIMITING CONDITIONS	24
CONCLUSION OF VALUE	25
GENERAL SERVICE CONDITIONS	26

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JP ASSETS CONSULTANCY LIMITED

7 November 2025

Board of Directors
ZO Future Group
31/F., Vertical Sq.
No. 28 Heung Yip Road
Wong Chuk Hang
Hong Kong.

Dear Sir/Madam,

Valuation of Market Value of 51.72% equity interest in Birmingham City Limited and its subsidiaries and Market Value of GBP 19,233,904 Shareholder Loan

In accordance with the instructions from ZO Future Group (the "Company"), we have been engaged by the Company to assist to determine the market value ("Market Value") of the following subject of valuation (the "Subject of Valuation") as of 30 June 2025 (the "Valuation Date") for transaction reference purpose.

• 51.72% equity interest in Birmingham City Limited ("BCL" and the "Target Company") and its subsidiaries (collectively the "Target Group"); and
• The shareholder's loan due to the Company from BCL in the sum of GBP 19,233,904 (the "Shareholder Loan").

Our analyses are substantially based on the information provided to us by the existing management of the Company (the "Management"). It is our understanding that our analyses, and the subsequent appraised estimation of Market Value (as defined in the section Standard and Basis of Value), will be used by the Management solely for their purpose of transaction reference. Our analyses were conducted for the above stated purpose. As such, this report should not be used by the Company for any other purpose other than those that are expressly stated herein without our expressed prior written consent.

The approaches and methodologies used in our work did not comprise an examination to ascertain whether the Target Group's presented financial information were constructed in accordance with generally accepted accounting principles. The objective of the aforesaid examination is of course to determine whether existing current financial statements or other financial information, historical or prospective, which are provided to us by the Management, are being expressed as a fair presentation of the Target Group's financial position. As such, we express no opinion and accept no responsibility on the accuracy and/or completeness of the historical and projected financial information of the Target Group, and of the marketing materials or other data provided to us by the Management.

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JP ASSETS CONSULTANCY LIMITED

Our conclusion on Market Value do not constitute nor shall they be construed to be an investment advice or an offer to invest. Prior to making any decisions on any investments, a prospective investor should independently consult with their own investment, accounting, legal and tax advisers to critically evaluate the risks, consequences, and suitability of such investment.

SCOPE AND PURPOSE OF ENGAGEMENT

We were engaged by the Management to assist to determine the Market Value of the 51.72% equity interest in the Target Group and Market Value of the Shareholder Loan as at the Valuation Date. It is our understanding that our analysis will be used by the Management solely for the transaction reference purpose.

STANDARD AND BASIS OF VALUE

This valuation was prepared on the basis of Market Value. In accordance with the IVS, Market Value is the estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm's length transaction, after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion.

PREMISE OF VALUE

Premise of value relates to the concept of valuing a subject, i.e., a business, in a manner which would generate the greatest return to the owner, taking account what is physically tangible, financially feasible, and legally permissible. Premise of value includes the following scenarios:

Highest and Best Use:	is the use that would produce the highest and best use for an asset, and it must be financially feasible, legally allowed and result in the highest value;
Current Use/Existing Use:	is the current way an asset, liability, or group of assets and/or liabilities is used, maybe yet not necessarily the highest and best use;
Orderly Liquidation:	describes the value of a group of assets that could be realized in a liquidation sale, given a reasonable period of time to find a purchaser/(s), with the seller being compelled to sell on an as-is, where-is basis; and
Forced Sale:	is in circumstances where a seller is under compulsion to sell and that, as a consequence, a proper marketing period is not possible and buyers may not be able to undertake adequate due diligence.

After having reviewed all background and financial information and taken into consideration all relevant facts, valuation of the Subject of Valuation should be prepared on a "Highest and Best Use" basis.

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LEVEL OF VALUE

Current valuation theories suggest that there are at least four basic "levels" of value applicable to a business or business interest. The four most common levels of value are as follows:

Controlling Interest:	Value of the controlling interest, always evaluate an enterprise as a whole;
Non-controlling Interest:	Value of the non-controlling interest of a business;
As if Freely Tradable Interest:	Value of a business that or business interest enjoys the benefit of market liquidity; and
Non-marketable Interest:	Value of a business that or business interest lacking market liquidity.

After having reviewed all background and financial information and taken into consideration all relevant and objective facts, we reasonably believe Subject of Valuation should be valued and reported in this valuation as a controlling interest and non-marketable interest.

SOURCE OF INFORMATION

Our analysis and conclusion of opinion on value were based on continued discussions with, and having obtained pertinent key documents and records provided by the Management, and conducted certain procedures including but not limited to:

• The latest group chart of the Target Group;
• Consolidated financial statements of the Target Group for the year ended 30 June 2024 and 2025;
• Revenue breakdown of the Target Group for the year ended 30 June 2025;
• Players register breakdown of the Target Group as of the Valuation Date; and
• PPE breakdown of the Target Group as of the Valuation Date.

We have also relied upon publicly available information from sources in capital markets, including industry reports, news and various databases of publicly traded companies.

CONTINUE ON NEXT PAGE

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ECONOMY OVERVIEW

In this section, we will review and analyze the current economic conditions of the United Kingdom ("UK") where the profit of the Target Group is mainly derived from, and how the valuation may be impacted.

The UK is a highly developed country and remains one of the world's largest and most influential economies. As of 2025, it ranks as the sixth-largest economy globally by nominal gross domestic product ("GDP"). The UK was the first nation to industrialize and continues to exert substantial influence in global economic, cultural, scientific, military, and political affairs. The country is a member of the Commonwealth of Nations, the Council of Europe, the Group of Seven ("G7"), the Group of Twenty ("G20"), the North Atlantic Treaty Organization ("NATO"), the Organization for Economic Co-operation and Development ("OECD"), and the World Trade Organization ("WTO"). The UK had been a member state of the European Union ("EU") since 1973 but formally withdrew from the bloc on 31 January 2020 following the 2016 referendum in which 51.9% of voters supported leaving the EU.

Gross Domestic Production

The UK economy has shown moderate yet uneven growth in recent years. Consumer spending has remained relatively resilient, supported by strong labor market conditions and government fiscal measures, while business investment has fluctuated due to lingering post-Brexit uncertainty and global economic headwinds.

According to the Office for National Statistics ("ONS"), the UK real GDP grew by 0.3% quarter-on-quarter in Q2 2025, following 0.7% growth in Q1 2025. On a year-on-year basis, GDP expanded by 1.2% in the second quarter of 2025. The International Monetary Fund ("IMF") projects that the UK's real GDP will grow by around 1.1% in 2025, with inflation (CPI) expected to average 3.1%, the highest among G7 economies. While growth remains below pre-Brexit and pre-pandemic levels, the outlook has stabilized amid easing inflationary pressures and recovering private sector confidence.

GDP Growth in the UK from 2015 to 2024

Source: IMF World Economic Outlook Database, April 2025

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Forecasts of GDP Growth and Inflation of the UK from 2025 to 2030

	2025F	2026F	2027F	2028F	2029F	2030F
Annual Growth of GDP (%)	1.1	1.4	1.5	1.5	1.4	1.4
CPI Inflation (%)	3.1	2.2	2.0	2.0	2.0	2.0

Source: IMF World Economic Outlook Database, April 2025

In the near term, the UK's economic dynamics are now shaped less by discrete events and more by structural drag and global headwinds. The earlier anticipation of a Brexit-driven surge in production or pre-deadline stockpiling is no longer relevant. Instead, growth is increasingly constrained by subdued business investment, weak export demand, and fading momentum in private sector capital expenditure.

Inflation & Monetary Policy

Inflation in the UK has become a major macro concern. After years of drifting above target, CPI inflation reached around 3.8% in mid-2025, and forecasts suggest it could peak near 4.0% in the autumn. This elevated inflation is being driven by higher energy and regulated utility prices, rising labor costs, and upward pressure from administered charges.

Inflation Evolution of the UK from 2014 to 2024

Source: IMF World Economic Outlook Database, April 2025

With these inflationary pressures mounting, the Bank of England's Monetary Policy Committee ("MPC") has already begun to pivot. After maintaining Bank Rate at elevated levels in 2024 and early 2025, the MPC initiated a cut, lowering the rate to 4.5% in February 2025. Goldman Sachs forecasts that the Bank will reduce rates toward 4.0% and even reach 3.0% by 2026, depending on how inflation evolves. However, the MPC is signaling caution. It sees the current monetary stance as still moderately restrictive, with the cumulative effects of past rate increases continuing to dampen demand. Because inflation remains sticky, the central bank is reluctant to cut too aggressively or prematurely.

Unemployment & Labor Market

The population of UK has grown steadily from 64.6 million in 2014 to 69.9 million in 2025 with a CAGR of 0.7%. The UK labor market, which had been one of the strongest components of the national economy in the past decade, is showing signs of gradual softening in 2024–2025 amid a slowing macroeconomic backdrop. According to ONS data, the unemployment rate rose to 4.7% during the April–June 2025 period, compared with 3.8% in 2019 and 4.1% in 2018. The employment rate for persons aged 16 to 64 stood at approximately 75.1%, down

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from the record highs achieved prior to the pandemic. Meanwhile, total job vacancies declined for the 37th consecutive quarter to about 718,000 as at July 2025, suggesting weaker hiring demand and a modest increase in labor market slack.

Nominal wage growth has remained relatively resilient. In the three months to April 2025, average regular earnings (excluding bonuses) increased by approximately 5.2% year-on-year, while total pay (including bonuses) rose by about 5.3%. Despite these nominal gains, real wage growth has been largely eroded by persistent inflationary pressures, resulting in only modest improvements in household purchasing power.

Seasonally Adjusted Unemployment rate of the UK, 2010 Q1-2025 Q1

Source: Office for the National Statistics, the UK

Over the past decade, the UK's labor market performance has benefited from structural improvements, including higher participation among older workers and women, and a sustained reduction in youth unemployment. However, with productivity growth remaining subdued and overall economic momentum moderating, the pace of wage increases is expected to ease gradually in the medium term. The labor market is therefore anticipated to remain stable but less dynamic compared with its pre-Brexit and pre-pandemic peaks.

Economic Challenges

The main challenge facing the authorities of the UK in the near future is to implement Brexit at a minimum cost by securing comprehensive free-trade agreements with the bloc and other countries. About 45% of UK exports are destined for EU27 countries and are greatly facilitated by EU membership, which implies participation in both the EU single market and customs union. The single market supports trade among member countries by ensuring automatic compliance with European standards. The costs of checking the rules of origin (criteria to determine the national source of a product) are not applicable for trade with countries that belong to the EU customs union. The union also supports trade with third countries through approximately 40 free-trade agreements with 53 non-EU countries, but member countries are not allowed to negotiate their own agreements as long as they are part of the union. It is critical that the outcome of negotiations ensures the most frictionless trade possible between the European Union and the United Kingdom, bearing in mind that frictionless trade as currently enjoyed by the United Kingdom with the European Union is due to being part of the EU single market and customs union.

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Another challenge, compounded by Brexit, is to revive the growth of labor productivity. Since the financial crisis, aggregate labor productivity growth has come to a standstill in the United Kingdom. Productivity gains have made no meaningful contribution to output performance since 2007, which instead has been driven by higher employment and hours worked per employee. Output per hour is lower than it would have been had it continued to expand at its pre-crisis trend growth. Stagnant productivity has held back real wages and real GDP per capita. Moreover, while the level of UK labor productivity is similar to the OECD average, it is about 20-25% lower than in the United States, France and Germany.

Fiscal Budget

The 2024 Autumn Budget of the British Government focuses on increased public investment, stronger wage support for younger workers, targeted tax reform, and the longer-term goal of boosting foundational productivity and public-service capacity. Some key features of the Budget include:

• Day-to-day departmental spending (i.e., resource budgets) is set to increase by approximately £33 billion between the years 2024-25 and 2025-26.
• Capital (investment) spending is boosted: “capital DEL” budgets are set to rise by around £14.7 billion between 2024-25 and 2025-26.
• The national minimum wage framework was updated, with the minimum wage for 18 to 20-year-olds set to reach £10.00 per hour from April 2025, representing a substantial increase.
• On the tax side, significant changes include increases in capital-gains tax rates (from 10%/20% to 18%/24% for non-residential assets) from 30 October 2024.

INDUSTRY OVERVIEW

The UK professional football club industry encompasses the full set of business activities of clubs based in England (and, to a lesser extent, Wales, Scotland and Northern Ireland) that participate in organized league competition, host spectators, commercialize media rights, sell merchandise/licensing, engage in player transfers, and build global fan-brands. These clubs operate at different tiers: at the apex is the Premier League (“Premier League”), followed by the EFL Championship, EFL League One, EFL League Two and further national league or non-league levels. Clubs typically derive revenue from three principal streams: (i) broadcasting rights and media (ii) commercial operations (sponsorship, merchandise, licensing, brand extensions) and (iii) match-day operations (ticketing, hospitality, concessions, stadium events). Whilst player trading (i.e., transfers) and academy/ youth operations also generate revenue, they represent ancillary categories in most disclosure frameworks.

According to the latest report released by Deloitte in June 2025, the European football market achieved revenues of €38 billion in the 2023/24 season, representing growth of approximately 8% over the prior season. Within this total, the “big five” domestic leagues (England, Spain, Italy, Germany and France) generated more than €20 billion in aggregate revenues.

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Focusing on the Premier League specifically: in the 2023/24 season the Premier League clubs achieved aggregate revenue of £6.3 billion, representing a 4% growth over the prior year. Commercial revenue for Premier League clubs exceeded £2 billion for the first time. Meanwhile, clubs in the EFL Championship recorded aggregate revenue of £958 million in 2023/24, representing a 28% growth year-on-year, driven by entrance of higher-revenue clubs into the division.

Revenue of UK Football Clubs per Different Tiers in 2023/24 Season

Source: Deloitte Annual Review of Football Finance 2025

UK Football League Champion Clubs' Revenue, Wages and Profitability

Championship clubs' increase in revenue (up £207m to £958m) exceeded the increase in wage costs (up £183m to £892m), such that revenue exceeded wage costs for the second consecutive season, and only the second time since 2016/17. Consequently, Championship clubs' wages/revenue ratio improved slightly to 93% (2022/23: 94%). However, 11 Championship clubs had wages/revenue ratios in excess of 100%. For the second consecutive season, all Championship clubs generated operating losses. After some overall improvement for the last three years, aggregate operating losses worsened by 25% to £411m. Whilst delivering a slightly improved wages/revenue ratio, Championship clubs' other costs were significantly higher in 2023/24 (compared to 2022/23), in part driven by club mix.

Wage to Revenue Ratio of EFL Championship in 2022/23 and 2023/24 Season

Source: Deloitte Annual Review of Football Finance 2025

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Top 10 Clubs in EFL Championship by Revenue in 2023/24 Season

Source: Deloitte Annual Review of Football Finance 2025

Key Trends & Growth Drivers

In short terms, several underlying trends and growth drivers are shaping the UK football club industry:

• Globalisation & foreign investment: UK clubs, especially those in the Premier League, benefit from international broadcasting reach, global fan bases and inbound foreign capital investment. The global brand of top UK clubs extends revenue opportunity beyond the domestic market.
• Media & broadcast rights monetisation: Media rights remain a core engine of growth. However, the pace of growth in broadcast revenues has moderated (in some major leagues the year-on-year growth rate has declined to low single digits) as rights cycles mature. Consequently, clubs are increasingly diversifying into commercial revenue streams (sponsorship, brand, licensing) and maximising stadium/venue usage beyond match-days (concerts, events).
• Commercial revenue acceleration: For example, in the big five leagues commercial income increased by €0.5 billion in 2023/24. Moreover, in the UK women's game, the commercial component accounts for 40% of revenue in WSL clubs in 2023/24.
• Infrastructure & stadium development: Many clubs are investing in venue upgrades, hospitality offerings, non-match revenue (e.g., events at stadiums) which support match-day income growth.
• Regulatory & sustainability focus: Regulatory regimes (both domestic and European) increasingly emphasise financial sustainability, cost control (wages/revenue ratios) and good governance. For instance, in the big five leagues the aggregate wages/revenue ratio improved from 66% to 64% in 2023/24.

In summary, the UK professional football club industry is a mature, high-value commercial sector underpinned by substantial audience appeal, global brand reach and multiple revenue streams. The 2023/24 season saw top-tier UK clubs generate aggregate revenues of approximately £6.3 billion, while the wider European market reached €38 billion. Nonetheless, the industry also faces structural cost pressures, competitive imbalances, evolving media dynamics and regulatory scrutiny. For clubs, long-term value creation will depend on driving revenue diversification, global brand growth, infrastructure optimization, and financial sustainability.

ZO Future Group - 11 | 27

TRANSACTION OVERVIEW

Disposal of The Target Group (The "Disposal")

The Company entered into the share purchase agreement with Shelby Companies Limited ("SCL" or the "Buyer"), pursuant to which the Company has conditionally agreed to sell and the Buyer has conditionally agreed to buy (i) approximately 51.72% issued share capital of Birmingham City Limited and its subsidiaries; and (ii) the entire shareholder's loan in the sum of approximately GBP 19.23 million (equivalent to approximately HKD 205.76 million) due to the Company from Birmingham City Limited for a total consideration of GBP 5 million (equivalent to HKD 53.5 million), which shall be satisfied by the payment of cash to the Company on completion.

COMPANIES OVERVIEW

Zo Future Group

Zo Future Group (formerly named as Birmingham Sports Holdings Limited) is an investment holding company mainly engaged in the operation of professional football club. The Company operates its business through three segments. The Football Club segment is mainly engaged operation of a professional football club and other related business in the United Kingdom. The Investment in Properties segment is mainly engaged in the investment of properties such as residential apartments and commercial properties. The New Energy Automobiles and Related Business segment is mainly engaged in the selling and leasing of commercial automobiles, provision of automobiles repair and maintenance services, provision of automobiles accessories and equipment as well as provision of charging services.

Shelby Companies Limited

SCL is a company incorporated in England and Wales with limited liability and principally engaged in investment holding. SCL is owned as to approximately 61.37% by Knighthead Annuity & Life Assurance Company ("KHAL"), an exempted company incorporated in the Cayman Islands, and approximately 24.16% by Knighthead Master Fund, L.P. ("KMF") an exempted limited partnership formed under the Exempted Limited Partnership Law of the Cayman Islands. As of the date of this announcement, the Buyer and its ultimate beneficial owners are Independent Third Parties.

Birmingham City Limited

Birmingham City Limited (formerly named as Birmingham City Plc) is a private company incorporated in England and Wales and, immediately before the completion, was owned as to approximately 51.72% by the Company, approximately 45.98% by SCL and approximately 2.30% by other shareholders. The Target Company is principally engaged in the operation and management of the Birmingham City Football Club Limited.

Birmingham City Football Club Limited

Birmingham City Football Club Limited ("BCFC" or the "Club" and formerly named as Birmingham City Football Club Plc) is a private company incorporated in England and Wales. The Club is owned and managed by Birmingham City Limited; played in the football league under the name of Birmingham City Football Club. The businesses of the Club include the sales of football match tickets, television broadcasting and local media businesses, as well as related commercial businesses to generate sponsorship income, corporate hospitality

ZO Future Group - 12 | 27

income, merchandising income and conference income.

Birmingham City Women Football Club Limited

Birmingham City Women Football Club Limited ("BCWFC") is a private limited liability company incorporated in England and Wales and a wholly-owned subsidiary of BCFC. BCWFC is principally engaged in the operation of a professional football club in the UK.

As of the Valuation Date, the key financial information of the Target Group is as follows:

For the year ended 30 June 2025	GBP
Revenue	29,683,213
Loss before taxation	(40,560,671)
Loss after taxation	(40,677,671)
As of 30 June 2025	GBP
---	---
Total Asset	110,777,615
Total Liabilities	(197,902,115)
Net Liabilities	(87,124,500)

The group structure of the Target Group prior to the completion of the Disposal is as follows:

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ZO Future Group - 13 | 27

JP
JP ASSETS CONSULTANCY LIMITED

VALUATION METHODOLOGY OVERVIEW

The valuation of any asset can be broadly classified into one of the three approaches, namely the cost approach, the market approach and the income approach. In any valuation analysis, all three approaches must be considered, and the approach or approaches deemed most relevant will then be selected for use in the analysis of that asset.

Cost Approach

The cost approach provides an indication of value using the economic principle that a buyer will pay no more for an asset than the cost to obtain a business, business ownership interest, security, or intangible asset of equal utility, whether by purchase or by construction, unless undue time, inconvenience, risk or other factors are involved. The approach provides an indication of value by calculating the current replacement or reproduction cost of an asset and making deductions for physical deterioration and all other relevant forms of obsolescence.

Market Approach

The market approach provides an indication of value by comparing a business, business ownership interest, security, or intangible asset with identical or comparable (that is similar) subjects for which price information is available.

Value is established based on the principle of comparison. This simply means that if one thing is similar to another and could be used for the other, then they must be similar. Furthermore, the price of two alike and similar items should be approximate to one another.

Income Approach

This is a general way of determining the economic value of a business, business ownership interest, security, or intangible asset by using one or more methods that convert anticipated benefits into a present value amount.

In the income approach, an economic benefit stream of the asset under analysis is selected, usually based on historical and/or forecasted cash flow. The focus is to determine a benefit stream that is reasonably reflective of the asset's most likely future benefit stream. This selected benefit stream is then discounted to present value with an appropriate risk-adjusted discount rate.

Discount rate factors often include general market rates of return at the Valuation Date, business risks associated with the industry in which the Target Group operates, and other risks specific to the asset being valued.

ZO Future Group - 14 | 27

Valuation of the Equity Interest in the Target Group

Methodology Analysis	Reasons for Applying or not Applying
Cost Approach Is Rejected	Participants would not be able to recreate an asset with substantially the same utility as the Subject of Valuation, without regulatory or legal restrictions, and the asset could be recreated quickly enough that a participant would not be willing to pay a significant premium for the ability to use the Subject of Valuation immediately.
Income Approach Is Rejected	Application of the income approach requires various projected inputs, such as revenue, cost of revenue, and risk-adjusted discount rate. High level of uncertainty would be involved inevitably in forming a financial forecast regarding the amount and timing of future income to the Target Group.
Market Approach Is Accepted	The market approach referred to the public information of the market participants, which involved fewer assumptions on the input in the valuation and reflecting the market expectation and view on the industry.
There are sufficient numbers of comparable public companies available in markets which facilitate a meaningful comparison and provide inputs for determining the valuation multiple. Guideline Publicly-traded Comparable (“GPTC”) Method under the market approach is applied and considered as appropriate and reliable.

ZO Future Group - 15 | 27

GENERAL ASSUMPTIONS

• There are no changes, the aggregate of which when viewed together, may be construed to be a material adverse change in the existing political, legal, commercial and banking regulations, fiscal policies, foreign trade and economic conditions in countries/regions where the Target Group currently operate in and in new markets that the Target Group may potentially expand into as proposed by the Management;
• There are no deviations, the aggregate of which when viewed together, may be construed to be a material adverse change in industry demand and/or market conditions;
• There are no changes, the aggregate of which when viewed together, may be construed to be a material adverse change in the fluctuation of interest rates or currency exchange rates in any country which would be deemed to have a negative impact or the ability to hinder the existing and/or potentially future operations of the Target Group;
• There are no changes, the aggregate of which when viewed together, may be construed to be a material adverse change in the current laws of taxation in those countries in which the Target Group operate in or the Target Group may potentially operate in;
• All relevant legal approvals, business certificates, trade and import permits, and bank credit approval have been procured, in place and in good standing prior to commencement of operations by the Target Group under the normal course of business;
• The Target Group will be able to retain existing and competent management, key personnel, and technical staff to support all facets of the ongoing business and future operations; and
• Trademarks, patents, technology, copyrights and other valuable technical and management knowhow will not be infringed in countries/regions where the Target Group are or will be carrying on business.

MAJOR ASSUMPTIONS

A number of major assumptions were established to sufficiently support our application of the GPTC Method. The major assumptions adopted are:

• The core business operation of the Target Group will not differ materiality from those of present or expected;
• Performance of the Target Group would not deviate from the performance of its industry peers; and
• The Guideline Public Companies with similar business exposure provided a reasonable benchmark of valuation that could be applied to the Target Group.

ZO Future Group - 16 | 27

APPLICATION OF THE MARKET APPROACH - VALUATION OF THE EQUITY INTEREST IN THE TARGET GROUP

Guideline Publicly-traded Comparable Method

Under the GPTC Method, the value is derived from last trading multiples of a selected set of comparable companies ("Guideline Public Companies"). Trading multiples, which are measures of relative value, are computed by dividing the market capitalizations or enterprise value of the Guideline Public Companies by some identified value-driving economic variable(s) observed or calculated from their latest published fundamental data, being typically their financial data (such as revenue, earnings before interest, taxes, depreciation, and amortization ("EBITDA"), net profit, book equity) or other industry-specific value drivers as at the Valuation Date. A typical challenge in applying the GPTC Method is to identify a sufficient pool of relevant and sufficient Guideline Public Companies that are comparable to the target and the subject companies in terms of their business models, underlying business risks and prospects.

Selection of the Guideline Public Companies

The application of the GPTC Method depends on the selection of the Guideline Public Companies that shared sufficient similarities to underlying business of the Target Group so as to provide meaningful comparisons. We exercised due care in the selection of the Guideline Public Companies by using multiple screening criteria in deciding whether or not the business model of a particular Guideline Public Company is relevant.

The Target Group is primarily engaged in the operation and management of the Birmingham City Football Club. The businesses of the Club include the sales of football match tickets, television broadcasting and local media businesses, as well as related commercial businesses to generate sponsorship income, corporate hospitality income, merchandising income and conference income. The revenue breakdown of the Target Group for the year ended 30 June 2025 was shown below:

Revenue breakdown	% of total revenue as of the year ended 30 June 2025
Match day receipts	35.31%
TV & radio coverage/ FA League Distribution	13.66%
Commercial Income: Catering/ Shops/ Kiosk Catering & Corporate sales	51.03%
Total Revenue	100.00%

The business segment of the Target Group can be benchmarked with companies involved in the operation of football club business. The Target Group was loss-making and recorded net liabilities for the year ended 30 June 2025.

In selecting the Guideline Public Companies, we consider multiple screening criteria including, but not limited to, descriptions of potential companies in terms of lines of business, major revenue by business segment, financial results, and other criteria. To comprise a representative set of Guideline Public Companies to derive the valuation result, we performed our comparable search based on the following processes in the selection of the Guideline Public Companies.

ZO Future Group - 17 | 27

The initial selection process was primarily based on the Bloomberg terminal. We referred to the following hierarchy according to the Bloomberg Industry Classification Systems ("BICS"):

Hierarchy of Selection	Name
BICS Level 1 Sector:	Consumer Discretionary
BICS Level 2 Industry Group:	Consumer Discretionary Services
BICS Level 3 Industry:	Leisure Facilities & Services
BICS Level 4 Sub Industry:	Entertainment Facilities

The screening process with the following criteria established:

1. The comparable company should be mainly engaged in operation of professional football or soccer club;
2. The comparable company with over 50% revenue related to the operation of professional football club, including but not limited to sales of seasons tickets, match day revenue, TV and broadcasting, sponsorships, club management and merchandising;
3. Actively traded stocks and companies have sufficient listing and operating histories;
4. Company with negative enterprise value shall be rejected; and
5. Company that are profit making shall be rejected.

Based on the above-mentioned criterion, we can identify a pool of 12 comparable companies that are operating in a similar principal activity as the Target Group. We consider the list of Guideline Public Companies to be exhaustive based on our research and selection criteria on a best-effort basis. The comparable pool has represented a complete comparable pool sufficient to form a fair and reasonable valuation opinion. The following list shows the Guideline Public Companies that we have identified in connection with this valuation.

Selected Guideline Public Companies

	Company Name and Description	Company Ticker	Football Club	Revenue by Business Segment
1	Manchester United Plc
Manchester United Plc. operates as a professional sports club. The company manages the soccer team and all affiliated club activities of the Manchester United Football Club, that includes the media network, foundation, fan zone, news and sports features, and team merchandise. Manchester United is based in England.	MANU US Equity	Manchester United F. C.	Operation of a men's and women's professional football club: 100%
2	Juventus Football Club SpA
Juventus Football Club S.p.A. is a professional soccer club which belongs to the Italian Serie A division. The Turin-based club's activities include sports operations, media, and entertainment.	JUVE IM Equity	Juventus F. C.	Copyrights Football Players: 20.7%
Media & Broadcasting: 33.5%
Sponsorship & Adv: 19.9%
Season Tickets: 12.3%
Products & License: 1.9%
Football Images Rights: 11.6%

ZO Future Group - 18 | 27

	Company Name and Description	Company Ticker	Football Club	Revenue by Business Segment
3	AFC Ajax NV
AFC Ajax N.V. operates the professional Dutch soccer club. Ajax sponsors professional and amateur soccer teams, youth training programs, and scouting. The company derives revenue from selling television and merchandising rights and advertising.	AJAX NA Equity	AFC Ajax F.C.	Sponsorship: 23.9%
Season Tickets:8.3%
Merchandising: 18.8%
Television & Broadcasting: 6.6%
Business Seats & Sky Box Seats: 12.9%
Gate Receipts National League, Amstel Cup:5.3%
Indirect Match: 2.5%
Other: 3.1%
Premiums European Competition: 11.7%
Gate Receipts European & African Competitions: 7.0%
4	Societa Sportiva Lazio SpA
Societa Sportiva Lazio S.p.A. is a professional soccer club which belongs to the Italian Serie A division.	SSL IM Equity	SS Lazio F.C.	Media & Broadcasting Rights: 67.0%
Sponsorship & Adv: 13.1%
Season Tickets: 16.2%
Merchandising: 1.7%
Change In Inventories: 2.0%
5	Besiktas Futbol Yatirimlari Sanayi ve Ticaret AS
Besiktas Futbol Yatirimlari Sanayi ve Ticaret A.S. is a professional soccer club which belongs to the Turkish super league.	BJKAS TI Equity	Beşiktaş J.K. F. C.	Licensed product sales revenue: 30.5%
Match revenue and combined card box seat revenue: 25.9%
Sponsorship and advertising revenue: 11.9%
Name and licensing rights revenues: 11.7%
Broadcasting revenues: 7.4%
UEFA revenues: 8.7%
Football player transfer and training revenues: 1.5%
Other: 4.2%
Sales returns/discount/allowance: -1.8%
6	AIK Fotboll AB
AIK Fotboll AB owns and operates a sports club in Sweden. The club's members represent several different sports including soccer, ice hockey, golf, and bowling.	AIKB SS Equity	AIK Fotboll F.C.	Match & Event: 30.3%
Sponsorship & Advertising: 18.0%
Player Sales: 32.2%
Central Agreements (TV etc.): 9.0%
Income Souvenirs: 10.5%
7	Eagle Football Group
Eagle Football Group operates as a football organization. The organization specializes in providing football clubs and academies for talent identification. Eagle Football	EFG FP Equity	Olympique Lyonnais F.C.	Football: 100%

ZO Future Group - 19 | 27

ZO Future Group - 20 | 27

Source: Bloomberg

Selection of Valuation Multiple

Selection of the valuation multiple are typically cited on the market capitalizations or enterprise values (“EV”) of a set of identified Guideline Public Companies. Valuation multiples are computed from dividing the valuations by certain operating or financial results of the Guideline Public Companies. We have naturally selected the valuation multiples cited on the ratio of market capitalizations or enterprise value to either key operating or financial indicator of the Guideline Public Companies. Once a valuation multiple is selected later and is computed based on the Guideline Public Companies, the Market Value of the Subject of Valuation can be subsequently computed by the following formula:

$$
\text{Market Value} = \text{Valuation multiple} \times \text{Key operating or financial indicator of the Target Group}
$$

In the course of our valuation, we have considered some commonly adopted price multiple such as price-to-earnings (“P/E”), price-to-book (“P/B”); and enterprise multiple such as enterprise value-to-revenue (“EV/Revenue”) and enterprise value-to-EBITDA (“EV/EBITDA”).

The Target Group with negative EBITDA and earnings, recorded net liabilities, renders the P/E, P/B and EV/EBITDA multiple not preferred for the valuation. The EV/Revenue multiple has been adopted in this valuation. Compared to P/S multiple, EV/Revenue multiple is considered more comprehensive than P/S multiple as it facilitates comparisons among companies with varying capital structures. As such, EV/Revenue multiple is considered as an appropriate valuation multiple in this valuation.

Computation of the Valuation Multiple

After identifying the Guideline Public Companies and determining the valuation multiple, the next step is to compute the EV/Revenue multiples on a reliable and consistent approach across all Guideline Public Companies. The process of computing the valuation multiple in this valuation consists of the following 2 procedures:

Determination of the EV of each Guideline Public Companies as at the Valuation Date. EV is multiplying their share prices by the number of shares outstanding as at the Valuation Date in order to obtain the market capitalization of the Guideline Public Companies. Secondly, add back company’s interest-bearing debt, minority interest and preferred equity interest. Finally, subtract cash and cash equivalent items to obtain the EV of each of the Guideline Public Companies. The formula for calculating EV is summarised as below:

ZO Future Group - 21 | 27

EV = market value of common stock + market value of preferred equity + market value of debt + minority interest - cash and cash equivalents

> Determination of the measure of operating results i.e., normalized revenue base, which represent the denominators of the multiple.

Implied EV/Revenue multiple for the Guideline Public Companies

	Name	Ticker	EV (HKD million)	Revenue (HKD million)	EV/Revenue (rounded)
1	Manchester United Plc	MANU US Equity	31,904	6,720	4.75x
2	Juventus Football Club SpA	JUVE IM Equity	13,398	4,489	2.98x
3	AFC Ajax NV	AJAX NA Equity	2,173	1,510	1.44x
4	Societa Sportiva Lazio SpA	SSL IM Equity	1,113	1,196	0.93x
5	Besiktas Futbol Yatirimlari Sanayi ve Ticaret AS	BJKAS TI Equity	2,308	1,282	1.80x
6	AIK Fotboll AB	AIKB SS Equity	37	209	0.18x
7	Eagle Football Group	EFG FP Equity	7,186	1,460	4.92x
8	Sport Lisboa e Benfica-Futebol SAD	SLBEN PL Equity	2,694	1,505	1.79x
9	Sporting Clube De Portugal - Futebol SAD	SCP PL Equity	2,969	1,201	2.47x
10	Broendbyernes IF Fodbold A/S	BIFB DC Equity	521	297	1.76x
11	AGF A/S	AGFB DC Equity	400	214	1.87x
12	Brera Holdings PLC	SLMT US Equity	126	24	5.15x
	Mean (rounded):				2.50x
	Median (rounded):				1.83x
	Selected multiple (rounded):				1.83x

We have taken the median, being 1.83x of the 12 Guideline Public Companies, as the adopted EV/Revenue multiple for our valuation analysis. The median multiple serves as a better reflection of the central tendency of the sample if the distribution is not roughly identified as normally distributed. We believe the median rule can better take into consideration of the side effect of the skewed data points than the average rule.

ZO Future Group - 22 | 27

SUMMARY OF MARKET VALUE OF THE TARGET GROUP AND THE SHAREHOLDER LOAN

As the final step of our valuation, we consolidated our above findings and discussions into the following summary of Market Value of the Target Group:

Valuation Summary for the Target Group

| Market Approach - GPTC Method | | 30 June 2025
GBP |
| --- | --- | --- |
| Selected Valuation Multiple (rounded) | EV/Revenue | 1.83x |
| Financial Result of the Target Group: | | |
| Revenue as of 30 June 2025 | | 29,683,213 |
| Implied 100% Enterprise Value in the Target Group, before Adjustment | | 54,320,280 |
| Less: Interest-bearing debts | | (100,253,686) |
| Less: Excess accruals and liabilities | | (55,842,472) |
| Add: Excess investments and assets | | 3,820,310 |
| Add: Excess cash and bank | | 14,241,521 |
| Market Value of 100% Equity Interest in the Target Group | | (83,714,047) |
| Market Value of 51.72% Equity Interest in the Target Group | 51.72% | (43,296,905) |

Note 1. Cash and bank, non-operating assets, non-operating liabilities and debts refer to the consolidated figures of the Target Group as at the Valuation Date.

The Shareholder Loan represents the amount due to the Company from BCL in a total amount of GBP 19,233,904 as of the Valuation Date. It is current in nature and assumed that the carrying amount of such current liability can reflect its Market Value.

Concluded Result – Market Value of the Target Group and Shareholder Loan

| Summary of Result | 30 June 2025
GBP |
| --- | --- |
| Market Value of 51.72% Equity Interest in the Target Group | (43,296,905) |
| Market Value of the Shareholder Loan | 19,233,904 |
| Market Value of 51.72% Equity Interest in the Target Group and Shareholder Loan | (24,063,001) |
| Market Value of 51.72% Equity Interest in the Target Group and Shareholder Loan (Conclusion) | No Economic Value |

ZO Future Group - 23 | 27

STATEMENT OF LIMITING CONDITIONS

• Absent a statement to the contrary, we have assumed that no hazardous conditions or materials exist which could affect the Target Group. However, we are not qualified to establish the absence of such conditions or materials, nor do we assume the responsibility for discovering the same.
• The business interest and subject business assets have been valued free and clear of any liens or encumbrances unless stated otherwise. No hidden or apparent conditions regarding the subject business assets or their ownership are assumed to exist.
• All information provided by the client and others is thought to be accurate. However, we offer no assurance as to its accuracy.
• Unless stated otherwise in this report, we have assumed compliance with the applicable local laws and regulations.
• We assume no responsibility for the legal matters including, but not limited to, legal or title concerns. Title to all subject business assets is assumed good and marketable.
• The report may not fully disclose all the information sources, discussions and business valuation methodologies used to reach the conclusion of value. Supporting information concerning this report is on file with our company.
• The valuation analysis and conclusion of value presented in the report are for the purpose of this engagement only and are not to be used for any other reason, any other context or by any other person except the client to whom the report is addressed.
• The opinion of value expressed in this report does not obligate us to attend court proceedings with regard to the subject business assets, properties or business interests, unless such arrangements have been made previously.
• Possession of this report does not imply a permission to publish the same or any part thereof. No part of this report is to be communicated to the public by means of advertising, news releases, sales and promotions or any other media without a prior written consent and approval by us.
• We have only considered circumstances existing as at the Valuation Date. An event that could affect the value may occur subsequent to the Valuation Date. Such an occurrence is referred to as a subsequent event which is not considered in the valuation.

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ZO Future Group - 24 | 27

CONCLUSION OF VALUE

In conclusion, based on the analyses as fully described in this valuation report and the valuing methodologies which we have employed, we are of the opinion that the Market Value of 51.72% equity interest in Birmingham City Limited and its subsidiaries and GBP 19,233,904 Shareholder Loan as of 30 June 2025 are as follows:

Subject of Valuation	Valuation Result (GBP)
Market Value of 51.72% equity interest in Birmingham City Limited and its subsidiaries and GBP 19,233,904 Shareholder Loan	No Economic Value

The opinion of value was based on generally accepted valuation procedures and practices that rely extensively on the use of numerous assumptions and consideration of many uncertainties, not all of which can be easily quantified or ascertained. We hereby certify that we have neither present nor any prospective interests in the subject under valuation. Moreover, we have neither personal interests nor any bias with respect to the any of the parties involved.

This valuation report is issued subject to our general service conditions.

Yours faithfully,

For and on behalf of

JP Assets Consultancy Limited

Marvin K.C. Wong

CPA

Director

ZO Future Group - 25 | 27

GENERAL SERVICE CONDITIONS

The service(s) we provide will conform to the professional appraisal standard. The proposed service fee is not contingent in any way upon our conclusions of value or result. All the data provided to us are assumed to be accurate without independent verification. As an independent contractor, we have and will reserve the right to use subcontractors. Furthermore, we have the right to retain all files, working papers or documents developed by us during the engagement for as long as we wish, which will also be our property.

The report we prepare is prohibited for any other use but only for the specific purpose stated herein. No reliance may be made by any third party on the report or part thereof without our prior written consent. The report along with this General Services Conditions could be shown to the third parties who need to review the information contained herein.

No one should rely on our report as a substitute for their own due diligence. No reference to our name or our report, in whole or in part, in any document you prepare and/or distribute to third parties may be made without our written consent. You agree to indemnify and hold us harmless against and from any and all losses, claims, actions, damages, expenses, or liabilities, including all fees of lawyers, including ours and the parties successfully suing us, to which we may become subject in connection with this engagement except in respect of our own negligence. Your obligation for indemnification and reimbursement shall extend to any of our management and employees, including any director, officer, employee, subcontractor, affiliate or agent. In the event we are subject to any liability in connection with this engagement, regardless the nature of the claim, such liability will be limited to the amount of fees we received for this engagement.

We will maintain the confidentiality of all conversations, documents provided to us, and the contents of our reports, subject to legal or administrative process or proceedings. Meanwhile, we reserve the right to include your company/firm name in our client list.

The conditions stated in this section can only be modified by written documents executed by both parties.

ZO Future Group - 26 | 27

End of Report

ZO Future Group - 27 | 27

Docusign Envelope ID: 4CFFB059-AA41-4645-A192-770FEE9AB4DE

DATED 7 November 2025

(1) ZO FUTURE GROUP
(2) SHELBY COMPANIES LIMITED
and
(3) BIRMINGHAM CITY LIMITED

SHARE PURCHASE AGREEMENT RELATING TO
THE SALE AND PURCHASE OF CERTAIN SHARES OF BIRMINGHAM CITY LIMITED AND THE ASSIGNMENT OF A DEBT

1474893981\10\EUROPE

Docusign Envelope ID: 4CFFB059-AA41-4645-A192-770FEE9AB4DE

CONTENTS

1. Definitions and Interpretation...3
2. Sale of Shares...7
3. Assignment of the debt...12
4. Completion...13
5. No Double Recovery...13
6. Confidentiality...13
7. Announcements...14
8. Costs...14
9. No Claims...14
10. Post-Completion Arrangements...15
11. General...16
12. Notices...18
13. Governing Law and Jurisdiction...20

Schedule 1 The Target Group...21
Schedule 2 Completion Obligations...23
Schedule 3 Notice of assignment...25

1474893981\10\EUROPE

THIS AGREEMENT is made on 7 November 2025

BETWEEN:

(1) ZO FUTURE GROUP (formerly known as Birmingham Sports Holdings Limited) incorporated in the Cayman Islands with company number 118368 and whose registered office is at 4th Floor, Harbour Place, 103 South Church Street, George Town, P.O. Box 10240, Grand Cayman, KY1-1002, Cayman Islands and whose principal place of business in Hong Kong is at 31/F, Vertical Sq, No. 28 Heung Yip Road, Wong Chuk Hang, Hong Kong, whose shares are listed on the Hong Kong Stock Exchange ("Seller");

(2) SHELBY COMPANIES LIMITED incorporated in England and Wales with company number 14793836 and whose registered office is at Squire Patton Boggs (UK) LLP (Ref: CSU) Rutland House, 148 Edmund Street, Birmingham, United Kingdom, B3 2JR ("Buyer"); and

(3) BIRMINGHAM CITY LIMITED, a company incorporated in England and Wales with registered number 03304408 and whose registered office is at St Andrews Stadium, Birmingham, B9 4NH ("BCL").

INTRODUCTION

(A) The Seller is the legal and beneficial owner of certain shares in the capital of BCL (as further defined herein). BCL owns the entire issued share capital of BCFCL (as further defined herein) which, in turn, owns the entire issued share capital of BCWFCL (as further defined herein).

(B) The Buyer has agreed to buy and the Seller has agreed to sell the Shares (as defined herein), on and subject to the terms and conditions of this Agreement.

(C) The Seller also wishes to assign all of its rights, title, interest and benefits in and to the Debt to the Buyer. The Buyer has agreed to accept the Assignment (as defined herein) on the terms set out in this Agreement.

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 The following words and expressions where used in this Agreement have the meanings given to them below:

Act means the Companies Act 2006;

Assignment has the same meaning as given in clause 3.1;

BCFCL means Birmingham City Football Club Limited (formerly known as Birmingham City Football Club Plc) incorporated in England and Wales with company number 00027318 and whose registered office is at St Andrews @ Knighthead Park, Cattell Road, Birmingham, B9 4RL;

BCFCL Board Resolution means a resolution of the board of directors of BCFCL approving all transactions and other matters contemplated by this Agreement, in the agreed form;

BCL Board Resolution means a resolution of the board of directors of BCL approving all transactions and other matters contemplated by this Agreement, in the agreed form;

BCWFCL means Birmingham City Women Football Club Limited incorporated in England and Wales with company number 08308133 and whose registered office is at St Andrew's Stadium, Birmingham, United Kingdom, B9 4RL;

BCWFCL Board Resolution means a resolution of the board of directors of BCWFCL approving all transactions and other matters contemplated by this Agreement, in the agreed form;

Business Day means any day other than a Saturday, Sunday or English, New York or Hong Kong bank or public holiday;

Buyer Board Resolution means a resolution of the board of directors of the Buyer approving all contracts, agreements, deeds, transactions and other matters contemplated by this Agreement, in the agreed form;

Buyer's Group means the Buyer, any holding company of the Buyer and any subsidiary of such Buyer or such holding company and any accounts and /or funds managed and/or advised by Knighthead Capital Management, LLC and any of their respective affiliates, in each case from time to time and references to "any member of the Buyer's Group" shall be construed accordingly;

Buyer's Solicitors means Squire Patton Boggs (UK) LLP;

Club Entities means BCL, BCFCL and/or BCWFCL but excludes any director, officer or employee of BCL, BCFCL and/or BCWFCL (and each a "Club Entity");

Completion means completion of the sale and purchase of the Shares and completion of the Assignment under, and in accordance with the terms of, this Agreement;

Completion Date means the date of this Agreement;

Confidential Information means all information (whether oral or recorded in any medium) relating to the business, financial or other affairs (including future plans) of the Club Entities, the Seller or the Buyer, which is treated by the Club Entities, the Seller or the Buyer (as the case may be) as confidential, or is marked or is by its nature confidential, together with the contents of this Agreement (including all Schedules) and the Transaction Documents;

Consideration means the total of the Shares Consideration and Debt Consideration;

Debt means the sum of £19,233,903.73 (including all accrued interest and other amounts with respect to such sum) owed by BCL to the Seller;

Debt Consideration has the meaning given to it in clause 3.2;

Deed of Release and Termination means the deed of release and termination, in the agreed form, to be entered into on the Completion Date and between the Seller, the Buyer, each of the Club Entities and KHR;

Encumbrances means a mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of pre-emption, third-party right or interest, other encumbrance or security interest of any kind, or another type of preferential arrangement (including, without limitation, a title transfer or retention arrangement) having similar effect and any agreement or obligation to create or grant any of the aforesaid and for the purpose of this Agreement, excluding the Encumbrances arising out of the or in connection with the Shelby T1 Documents;

Existing Shareholders' Agreement means the shareholders' agreement made between (1) the Seller; (2) the Buyer; (3) BCL and (4) BCFCL and dated 13 July 2023 as amended by the deed of amendment dated 3 October 2024;

Existing Shareholders' Agreement Deed of Termination means a deed of termination in respect of the Existing Shareholders' Agreement to be entered into on Completion, in the agreed form;

Hong Kong Stock Exchange means The Stock Exchange of Hong Kong Limited;

Interests means all accrued but unpaid rights of the Seller to receive interest in respect of the Debt;

KHR means KHR Servicing, LLC;

Loss means all losses, costs, charges, damages, fines (whether imposed by the EFL or otherwise), penalties, expenses and other liabilities (including any irrevocable VAT thereon) arising out of or in connection with a fact, matter or circumstances, including all reasonable legal and other professional expenses incurred in connection with investigating, disputing, defending or settling any claim or proceeding relating to that fact, matter or circumstance;

month means a calendar month;

Related Persons means any entity or natural person connected with the Seller or the Buyer, as the case may be, other than the Target Group companies and their subsidiary undertakings (as applicable) (and each a "Related Person");

Seller's Group means the Seller, any holding company of the Seller and any subsidiary of the Seller or such holding company and any of its respective affiliates, in each case from time to time and references to "any member of the Seller's Group" shall be construed accordingly;

Seller's Solicitors means Allectus Law, LLP;

Seller's Solicitors Bank Account means the client account of the Seller's Solicitors as specified in writing by the Seller's Solicitor to the Buyer;

Shares means 42,156,231 ordinary shares of £0.10 each in the capital of BCL held by the Seller as at the Completion Date;

Shares Consideration has the meaning given to it in clause 2.3;

Shelby T1 Documents means the "Transaction Documents" (as amended from time to time) as defined in a share purchase agreement entered between, among others, (1) the Buyer and (2) the Seller and dated 7 May 2023;

Target Group means BCL, BCFCL and BCWFCL and any subsidiary undertakings, and any director, officer or employee of BCL, BCFCL and BCWFCL and such subsidiary undertakings, and references to "any member of the Target Group" shall be construed accordingly;

Transaction Documents means this Agreement, the Deed of Release and Termination and the Existing Shareholders' Agreement Deed of Termination, and any other document identified as such by the Buyer and the Seller as in the agreed form (each such document being a "Transaction Document"); and

ZO Board Resolution means a resolution of the board of directors of the Seller approving all transactions and other matters contemplated by this Agreement, in the agreed form.

1.2 Unless the context requires otherwise, words and expressions defined in or having a meaning provided by the Act shall have the same meaning in this Agreement. The use of the terms "connected" and "connected person" and any question as to whether a person is "connected" with another shall be determined in accordance with the provisions, at the date of this Agreement, of sections 1122 and 1123 of the Corporation Tax Act 2010, save that for these purposes, the term "company" (as defined in section 1123 of the Corporation Tax Act 2010) shall include a limited liability partnership.

1.3 Unless the context requires otherwise, references in this Agreement to:

1.3.1 any of the masculine, feminine and neuter genders shall include other genders;

1.3.2 the singular shall include the plural and vice versa;

1.3.3 a "person" shall include a reference to any natural person, body corporate, unincorporated association, partnership and trust as the case may be;

1.3.4 "employees" shall be deemed to include workers and consultants, and references to "contracts of employment", "terms and conditions of employment", "employment arrangements" and to "commencement or cessation of employment" shall be deemed to include workers' contracts, contracts for consultancy and commencement or cessation of workers' contracts or consultancy;

1.3.5 any statute or statutory provision shall be deemed to include any instrument, order, regulation or direction made or issued under it and shall be construed so as to include a reference to the same as it may have been, or may from time to time be, amended, modified, consolidated, re-enacted or replaced except and to the extent that any amendment or modification made after the date of this Agreement would increase any liability or impose any additional obligation under this Agreement;

1.3.6 any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than that of England, be deemed to include what most nearly approximates in that jurisdiction to the English legal term;

1.3.7 any time or date shall be construed as a reference to the time or date prevailing in England. References to a "day" (including the phrase "Business Day") are to a period of 24 hours running from midnight to midnight, unless the context otherwise requires; and

1.3.8 a particular government or statutory authority shall include any entity which is a successor to that authority.

1.4 The headings in this Agreement are for convenience only and shall not affect its meaning. References to a "clause", "Schedule" or "paragraph" are (unless otherwise stated) to a clause of and Schedule to this Agreement and to a paragraph

of the relevant Schedule. The recitals and the Schedules form part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement.

1.5 Unless expressly stated otherwise in this Agreement, a reference to "in writing" or "written" excludes fax but includes email.

1.6 A document expressed to be "in the agreed form" means a document, the terms of which have been approved by the parties and a copy of which has been identified as such and initialled by or on behalf of the Seller and the Buyer or the Seller's Solicitors and the Buyer's Solicitors.

1.7 In construing this Agreement, general words introduced by the word "other" shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things and general words introduced by the word "including" shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words.

1.8 References to "indemnify" and "indemnifying" any person against any circumstance include indemnifying and keeping him harmless from all actions, claims and proceedings from time to time made against that person and all loss or damage and all payments, costs and expenses made or incurred by that person as a consequence of, or which would not have arisen but for, that circumstance.

2. SALE OF SHARES

2.1 The Seller shall sell and the Buyer shall buy the Shares on and subject to the terms and conditions of this Agreement.

2.2 The Seller shall sell the Shares with full title guarantee and free from all Encumbrances with effect from the Completion Date.

2.3 The consideration for the sale and purchase of the Shares shall be the sum of £5,000,000.00 ("Shares Consideration") and shall be satisfied by the payment in cash to the Seller in accordance with clause 2.5 and Part II of Schedule 2.

2.4 The Shares Consideration shall be paid by the Buyer to the Seller in full, without set-off or counterclaim and without any deduction whatsoever.

2.5 The Shares Consideration shall be paid by the Buyer by way of telegraphic transfer in immediately available funds to the Seller's Solicitors Bank Account at Completion and the Buyer shall not be concerned with the application of any such amount thereafter.

2.6 The Buyer shall buy the Shares with effect from and including the Completion Date with all rights and advantages accruing to the Shares, including any dividends or distributions declared, made or paid on the Shares on or after the Completion Date, which shall belong to the Buyer.

2.7 On and subject to Completion, the Seller unconditionally and irrevocably appoints the Buyer as its attorney with full power and authority to exercise all voting rights attaching to the Shares as the Buyer reasonably and legally sees fit solely and necessary for the purpose of registering the transfer of the Shares from the Seller to the Buyer and the amendment of the articles of association of BCL (in the form agreed with the Seller) pending registration of the Buyer's name in BCL's register of members.

2.8 The Buyer shall not be obliged to complete the purchase and the Seller shall not be obliged to complete the sale of any of the Shares unless the sale of all of the Shares is completed simultaneously.

2.9 With effect from Completion:

2.9.1 the Seller waives (or agrees to procure the waiver of) any rights or restrictions conferred on it, or any member of the Seller's Group, which may exist in relation to the Shares under the Existing Shareholders' Agreement and/or any constitutional documents of BCL or otherwise; and

2.9.2 the Buyer (and the Buyer shall procure that each of the Club Entities) waives any obligations or liabilities of any member of the Seller's Group that have arisen in respect of the Shares under the Existing Shareholders' Agreement and/or any constitutional documents of BCL up to and including the Completion Date.

Warranties

2.10 The Seller warrants and represents to the Buyer that:

2.10.1 the Seller is the only legal and beneficial owner of the Shares and that the Shares have been validly allotted and issued, are fully paid (or credited as fully paid) and constitute the whole of its interest in the allotted and issued share capital of BCL;

2.10.2 the Seller is entitled to sell and transfer the full legal and beneficial ownership of the Shares to the Buyer on the terms set out in this agreement without the consent or, save that where such third party consents are required, the Seller has obtained all necessary consents of any third party from the applicable third party;

2.10.3 the Seller will sell and transfer the Shares to the Buyer free from all Encumbrances and together with all accrued benefits and rights attaching or accruing to the Shares, including all dividends declared on or after the Completion Date;

2.10.4 the Seller has full power and authority and has obtained all necessary consents to enter into and perform the obligations expressed to be assumed by it under the Transaction Documents, that such obligations are legal, valid and binding and enforceable against it in accordance with their terms and that the execution, delivery and performance by it of the Transaction Documents will not:

2.10.4.1 result in a breach of, or constitute a default under, any agreement or arrangement to which it is a party or by which it is bound or, under its constitutional documents; or

2.10.4.2 result in a breach of any law or order, judgment or decree of any court, governmental agency or regulatory body to which it is a party or by which it is bound;

2.10.5 the Seller is not involved in any legal or administrative or arbitration proceedings and no such proceedings are pending or, so far as the Seller is aware, threatened against or by the Seller or any of its Related Person that challenge or seek to prevent or otherwise delay the transactions contemplated by this Agreement and any other Transaction Document. So far as the Seller is aware, no event has occurred or circumstances exist that may give rise to or serve as the basis for any such proceedings; and

2.10.6 the Seller is not subject to any insolvency proceedings and has not become unable to pay its debts as they fall due or otherwise become insolvent in any relevant jurisdiction.

(together, the "Seller Warranties" and each a "Seller Warranty").

2.11 The Buyer warrants and represents to the Seller that:

2.11.1 the Buyer has full power and authority and has obtained all necessary consents to enter into and perform the obligations expressed to be assumed by it under the Transaction Documents, that such obligations are legal, valid and binding and enforceable against it in accordance with their terms and that the execution, delivery and performance by it of the Transaction Documents will not:

2.11.1.1 result in a breach of, or constitute a default under, any agreement or arrangement to which it is a party or by which it is bound or, under its constitutional documents; or

2.11.1.2 result in a breach of any law or order, judgment or decree of any court, governmental agency or regulatory body to which it is a party or by which it is bound;

2.11.2 the Buyer is not involved in any legal or administrative or arbitration proceedings and no such proceedings are pending or, so far as the Buyer is aware, threatened against or by the Buyer or any of its Related Persons that challenge or seek to prevent or otherwise delay the transactions contemplated by this Agreement and any other Transaction Document. The Buyer is not aware that any event has occurred or circumstances exist that may give rise to or serve as the basis for any such proceedings; and

2.11.3 the Buyer is not subject to any insolvency proceedings and has not become unable to pay its debts as they become due or otherwise become insolvent in any relevant jurisdiction;

2.11.4 the Buyer has not stopped paying its debts as they fall due nor threatened to cease carrying on business.

2.11.5 no order has been made or petition presented or meeting convened for the purpose of considering a resolution for the administration or winding up of the Buyer nor has any such resolution been passed;

2.11.6 no notice of intention to appoint an administrator or application to appoint an administrator has been filed at court or served on the Buyer;

2.11.7 no nominee, supervisor, administrator, monitor or liquidator is appointed in respect of the Buyer and no receiver (including any administrative receiver) has been appointed in respect of the whole or any part of any of the property, assets or undertaking of the Buyer;

2.11.8 no step has been taken in any applicable jurisdiction to initiate any process by or under which:

2.11.8.1 a person is appointed to manage the affairs, business and assets of the Buyer on behalf of its creditors; or

2.11.8.2 the holder of a charge over any of the assets of the Buyer is appointed to control the business and/or any assets of the Buyer;

2.11.9 no composition in satisfaction of the debts of the Buyer or scheme of arrangement of its affairs or restructuring plan or compromise or arrangement between it and its creditors and/or members or any class of its creditors and/or members has been proposed, sanctioned or approved;

2.11.10 no execution, distress, attachment, expropriation, sequestration or other process has been levied or applied for or enforced or any diligence in execution has been done or attempted to be done in respect of the whole or any part of any of the property, assets or undertaking of the Buyer;

2.11.11 no steps have been taken nor has any event occurred in any applicable jurisdiction analogous to those referred to in clauses 2.11.2 to 2.11.10 (inclusive) above; and

2.11.12 the Buyer confirms that, save as being a shareholder holding 37,475,909 ordinary shares of £0.10 each in the capital of BCL immediately prior to Completion, the Buyer and each of its ultimate beneficial owners is a third party independent of and not connected with the Seller Group and, so far as the Buyer is aware, is not otherwise a connected person of the Seller Group under the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange.

(together, the "Buyer Warranties" and each a "Buyer Warranty").

2.12 The Seller warrants that each of the Seller Warranties and the Buyer warrants that each of the Buyer Warranties are true, accurate and not misleading as at the Completion Date.

2.13 The Seller Warranties and the Buyer Warranties shall continue in full force and effect notwithstanding Completion.

2.14 The Seller agrees with the Buyer, and the Buyer agrees with the Seller:

2.14.1 that the giving by any member of the Target Group (including past or present officers, employees, agents or advisers) to the Seller, the Buyer or their respective agents or advisers (past or present) of any information or opinion in relation to the business or affairs of each of the Club Entities (as applicable) or in connection with the negotiation and preparation of this Agreement or any Transaction Document shall not

be deemed to be a representation, warranty or guarantee to the Seller or the Buyer of the accuracy of such information or opinion;

2.14.2 that any information or opinion in relation to the business or affairs of each of the Club Entities (as applicable) given by a member of the Target Group shall constitute a representation by or on behalf of the Seller; and

2.14.3 to waive any right or claim which it may have against any of the Club Entities for any error, omission or misrepresentation in any such information or opinion in connection with this Agreement.

Seller Warranty limitations

2.15 If the same fact, matter, event or circumstance gives rise to more than one claim for breach of any of the Seller Warranties or any other provision of this Agreement ("Buyer Claim"), the Buyer shall not be entitled to recover more than once in respect of such fact, matter, event or circumstance.

2.16 The Buyer shall give the Seller written notice of any Buyer Claim on or before the date falling on the seventh anniversary of the Completion Date, and the Seller agrees that, provided notice is given within that time and proceedings are issued and served in accordance with clause 2.18, any shorter limitation period (whether arising under statute or by virtue of any other rule of law, regulation or otherwise) shall be extended and shall be treated by the parties as extended accordingly.

2.17 The written notice of a Buyer Claim shall give details (so far as such details are known to the Buyer) of the nature of the Buyer Claim, the circumstances giving rise to it and the Buyer's good-faith estimate of any alleged loss (provided that any failure by the Buyer to provide such notice shall not prejudice the Buyer Claim in question).

2.18 Any Buyer Claim shall be deemed to be withdrawn (if it has not been previously satisfied, settled or withdrawn) unless legal proceedings in respect thereof have been commenced within 12 months of the giving of written notice of the Buyer Claim pursuant to clause 2.16 and for this purpose such legal proceedings shall not be deemed to have commenced unless both issued and served.

2.19 Nothing in this Agreement shall relieve the Buyer of any common law or other duty to mitigate any loss, liability or damage suffered or incurred by it.

2.20 The aggregate liability of the Seller for any Buyer Claim shall not in any circumstances exceed 50% of the Consideration.

Buyer warranty limitations

2.21 If the same fact, matter, event or circumstance gives rise to more than one claim for breach of any of the Buyer Warranties or any other provision of this Agreement ("Seller Claim"), the Seller shall not be entitled to recover more than once in respect of such fact, matter, event or circumstance.

2.22 The Seller shall give the Buyer written notice of any Seller Claim on or before the date falling on the seventh anniversary of the Completion Date, and the Buyer agrees that, provided notice is given within that time and proceedings are issued and served in accordance with clause 2.24, any shorter limitation period (whether arising under statute or by virtue of any other rule of law, regulation or otherwise) shall be extended and shall be treated by the parties as extended accordingly.

2.23 The written notice of a Seller Claim shall give details (so far as such details are known to the Seller) of the nature of the Seller Claim, the circumstances giving rise to it and the Seller's good-faith estimate of any alleged loss (provided that any failure by the Seller to provide such notice shall not prejudice the Seller Claim in question).

2.24 Any Seller Claim shall be deemed to be withdrawn (if it has not been previously satisfied, settled or withdrawn) unless legal proceedings in respect thereof have been commenced within 12 months of the giving of written notice of the Seller Claim pursuant to clause 2.22 and for this purpose such legal proceedings shall not be deemed to have commenced unless both issued and served.

2.25 Nothing in this Agreement shall relieve the Seller of any common law or other duty to mitigate any loss, liability or damage suffered or incurred by it.

2.26 The aggregate liability of the Buyer for any Seller Claim shall not in any circumstances exceed 50% of the Consideration.

3. ASSIGNMENT OF THE DEBT

3.1 With effect from Completion, the Seller unconditionally, irrevocably and absolutely assigns to the Buyer all the Seller's rights, title, Interests and benefits in and to the Debt and for the avoidance of doubt including all and any voting and creditor rights afforded to the Seller in respect of the Debt ("Assignment").

3.2 The consideration payable by the Buyer to the Seller for the Assignment shall be £1.00 ("Debt Consideration") and shall be satisfied by payment in cash to the Seller in accordance with Part II of Schedule 2.

3.3 The Debt Consideration shall be paid by the Buyer to the Seller in full, without set-off or counterclaim and without any deduction whatsoever.

3.4 The Debt Consideration shall be paid by the Buyer by way of telegraphic transfer in immediately available funds to the Seller's Solicitors Bank Account at Completion and the Buyer shall not be concerned with the application of any such amount thereafter.

3.5 With effect from Completion:

3.5.1 the Seller unconditionally and irrevocably waives, releases and discharges any and all rights, benefits, debts, liabilities, obligations, actions, damages, demands or claims or any kind (whether in relation to past, present or future circumstances, actual or contingent and whether or not known to nay of the parties) which they may have against the Buyer and BCL in connection with the Debt; and

3.5.2 each of the Buyer and BCL hereby releases and discharges the Seller from any and all duties and obligations under or in connection with the Debt.

3.6 The Buyer agrees that it has made its own independent analysis and decision in respect of the Assignment, based on such information as it has deemed appropriate under the circumstances and without any reliance on BCL or the Seller in any respect.

3.7 The Seller and the Buyer shall execute and deliver to BCL a notice of the Assignment in substantially agreed form as set out in Schedule 3 within five Business Days of Completion.

4. COMPLETION

4.1 Completion shall take place remotely and immediately after this Agreement having been duly signed and executed by the Buyer, the Seller and BCL (or such other time that the Buyer and Seller may agree in writing) when the events set out in clause 4.2 shall occur.

4.2 On Completion, the Seller and the Buyer shall (and shall procure where applicable) that they each perform their respective obligations as set out in Schedule 2.

4.3 If the relevant party does not comply with its obligations pursuant to clause 4.2 (or the other party does not waive such obligations due to it) on or prior to the Completion Date, then, by notice in writing by the non-defaulting party to the defaulting party, the non-defaulting party may, without prejudice to any other remedies or accrued rights available to it:

4.3.1 terminate this Agreement with immediate effect, whereupon all terms and conditions of this Agreement shall cease to have effect (subject to clause 11.20); or

4.3.2 defer Completion to a date not more than 20 Business Days after that date (in which case the provisions of this clause 4.3 shall also apply to Completion as so deferred, and Completion may be deferred on one or more occasions) provided that no such deferral or extension will be later than 31 December 2025.

5. NO DOUBLE RECOVERY

If the same fact, matter, event or circumstance gives rise to more than one claim under any Transaction Document, the Buyer shall not be entitled to recover more than once in respect of such fact, matter, event or circumstance.

6. CONFIDENTIALITY

6.1 Save as set out in the Transaction Documents, each party undertakes to (and shall procure that its Related Persons shall), in all respects, keep confidential and not at any time disclose or make known in any other way to anyone whomsoever or use for its own or any other person's benefit or to the detriment of the Club Entities all Confidential Information, provided that:

6.1.1 such obligation shall not apply to information which becomes generally known by the public (other than through a breach by a party of this clause 6); and

6.1.2 a party shall be entitled to disclose such information as may be required by law or by any competent judicial or regulatory authority or by any recognised investment or stock exchange (including, without limitation, the Hong Kong Stock Exchange) (provided that, so far as practicable, such party shall consult with the other party prior to making such disclosure),

a party shall procure that its Related Persons shall comply with this clause 6.1 as if each such person were a party covenanting with the other party.

6.2 Each party undertakes to the other to keep the terms of this Agreement and the other Transaction Documents strictly confidential provided that:

6.2.1 such obligation shall not apply to information which becomes generally known by the public (other than through a breach by a party of this clause 6); and

6.2.2 each party shall be entitled to disclose such information as may be required by law or by any competent judicial or regulatory authority or by any recognised investment or stock exchange (including, without limitation, the Hong Kong Stock Exchange) (provided that, so far as practicable, such party shall consult with the other party prior to making such disclosure).

7. ANNOUNCEMENTS

7.1 Subject to clause 7.2, no party shall, at any time, issue any press release or make any public statement or other public communication in respect of any of the matters contained in this Agreement or any document referred to herein unless required by law or by the Hong Kong Stock Exchange or other competent regulatory authority.

7.2 The contents of and the manner of presentation and publication of any press release, public statement or other public communication to be issued or made by BCL or by any of the directors or by any of the parties, in respect of any of the matters contained in this Agreement or any document referred to herein shall be provided to the board of directors of BCL for review (for the avoidance of doubt, the approval of the board is not required) prior to issuance.

7.3 For a period of 12 months starting on the Completion Date, the Seller shall not (and shall procure that its Related Persons shall not) and the Buyer shall not (and shall procure that its Related Persons, and any director or officer of BCL, BCFCL and BCWFCL who is also a director or officer of the Buyer and its Related Persons, shall not) do or say anything or make any direct or indirect public statement that it or its respective Related Person knows or ought reasonably to know will disparage, defame, or be harmful to the goodwill of, any member of the Target Group or any member of the Buyer's Group or any member of the Seller's Group (as applicable).

8. COSTS

Each of the Seller, the Buyer and BCL shall pay their own costs and expenses incurred in connection with the preparation, negotiation and completion or termination of the Transaction Documents and any other costs and expenses incurred in connection with the transactions contemplated by the Transaction Documents. The Seller represents and agrees that none of such costs and expenses have been borne by any of the Club Entities save in respect of any legitimate and properly incurred costs of the Club Entities which are not directly or indirectly in relation to the transactions proposed under this Agreement.

9. NO CLAIMS

9.1 As at the Completion Date, the Seller:

9.1.1 warrants and represents to the Buyer and each of the Club Entities, save in respect of the Debt, that:

9.1.1.1 neither it nor any Related Person have any rights, actions or claims against each of the Club Entities;
9.1.1.2 the Club Entities do not owe any sums to it or to any Related Person; and
9.1.1.3 there are no agreements or arrangements under which BCL (or any other Club Entity) has any actual, contingent or prospective obligation to it or any Related Person;

9.1.2 irrevocably and unconditionally waives all and any rights, actions and/or claims, it has or may have against any Club Entity in respect of any cause, matter or thing, whatsoever (whether actual or contingent) and each of the Club Entities is released from all and any liability whatsoever in respect thereof; and

9.1.3 undertakes to the Buyer to procure that, save in respect of the Debt:

9.1.3.1 all indebtedness owed by any of the Club Entities to it or any Related Person has been repaid whether or not such indebtedness is due for repayment;
9.1.3.2 all indebtedness owing to any of the Club Entities by it or any Related Person has been repaid whether or not such indebtedness is due for repayment;
9.1.3.3 each Club Entity is fully and effectively released without cost to that Club Entity from any Encumbrance given or incurred by that Club Entity which relates in whole or in part to debts or other liabilities or obligations (whether actual or contingent) of it or any Related Person; and
9.1.3.4 all and any claims that any of the Seller's Related Person has or may have against any of the Club Entities in respect of any cause, matter or thing, whatsoever (whether actual or contingent) is irrevocably and unconditionally waived and the Club Entities are released from all and any liability whatsoever in respect thereof.

9.2 The Seller shall indemnify and keep indemnified the Buyer and the Club Entities in relation to any claim pursuant to clause 9.1.

10. POST-COMPLETION ARRANGEMENTS

Records

10.1 Following Completion, the Seller shall procure that all records, papers, documents and data (in whatever form they may exist) in the possession, custody or control of, or kept or made by or on behalf of, the Seller (or any of its Related Persons or advisers) relating to any matters which solely include the business or affairs of the Club Entities are shared with the Buyer immediately on request by the Buyer or any member of the Buyer's Group.

10.2 Following Completion and for a period of one year from the Completion Date, the Buyer shall, and shall procure that its Related Persons and the Target Group shall, co-operate with the reasonable requests of the Seller and/or any of its officers, employees, agents or advisers and enable them to gain reasonable access at the

Seller's sole cost and expense and during the ordinary business hours (provided such access shall not interfere with the operations of any of the Club Entities) to all financial records relating to the financial affairs prior to and including the date of Completion of the Club Entities solely to the extent necessary to facilitate the Seller's compliance with the rules or requirements of any competent judicial or regulatory authority or by any recognised investment or stock exchange (including, without limitation, the Hong Kong Stock Exchange). If the Seller's auditors require access to any proprietary information of any of the Club Entities (including, but not limited to, management or player contracts) for the purposes of conducting the Seller's audit, the Seller and its auditors may view such information in hard copy only (and may not make or retain copies of such information) and only at the registered office of the Club Entities, and under no circumstances may publicly publish any details regarding such proprietary information.

11. GENERAL

Entire agreement

11.1 This Agreement (together with the Shelby T1 Documents (to the extent not terminated and/or assigned by this Agreement, the Deed of Release and Termination and the Existing Shareholders' Agreement Deed of Termination (respectively)) and any documents referred to herein or required to be entered into pursuant to this Agreement) contains the entire agreement and understanding of the parties and supersedes all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter of this Agreement and any such document.

Variations and waivers

11.2 No variation of this Agreement shall be effective unless made in writing signed by or on behalf of the Seller, the Buyer and BCL and expressed to be such a variation.

11.3 No failure or delay by any party or time or indulgence given in exercising any remedy or right under or in relation to this Agreement shall operate as a waiver of the same nor shall any single or partial exercise of any remedy or right preclude any further exercise of the same or the exercise of any other remedy or right.

11.4 No waiver by any party of any requirement of this Agreement, or of any remedy or right under this Agreement, shall have effect unless given in writing and signed by the Seller, the Buyer and BCL. No waiver of any particular breach of the provisions of this Agreement shall operate as a waiver of any repetition of such breach.

11.5 Any waiver, release or compromise or any other arrangement of any kind whatsoever which a party gives or enters into with any other parties in connection with this Agreement shall not affect any right or remedy of any party as regards any other parties or the liabilities of any other such parties under or in relation to this Agreement.

Assignment

11.6 Subject to clause 11.7, no party shall be entitled to assign, transfer or create any trust in respect of the benefit or burden of any provision of this Agreement (or any of the documents referred to herein) without the prior written consent of the other parties.

11.7 All or any of the Buyer's rights under this Agreement (including, without limitation, in respect of the Seller Warranties) or any of the documents which are referred to

herein and to which the Seller is a party may (notwithstanding any other provisions contained in this Agreement or such other documents) be assigned or transferred by the Buyer, or made the subject of a trust created, in any case including (without limitation):

11.7.1 to or in favour of any other member of any Buyer's Group; and/or
11.7.2 to or in favour of any person by way of security for borrowings of any member of the Buyer's Group or by any liquidator, administrator or receiver of the Buyer or by any other person entitled to enforce such security.

Effect of Completion

11.8 The provisions of this Agreement, insofar as the same shall not have been fully performed at Completion, shall remain in full force and effect notwithstanding Completion.

Counterparts

11.9 This Agreement may be executed in any number of counterparts and by the parties on separate counterparts, but shall not become effective until the parties have delivered executed counterparts to each other. Counterparts may be delivered in person or remotely via post or by email attachment. Each counterpart shall constitute an original and together shall constitute a single agreement. The parties consent to the execution by or on behalf of each other party to this Agreement by electronic signature, provided that such manner of execution is permitted by law. The parties (i) agree that an executed copy of this Agreement may be retained in electronic form; and (ii) acknowledge that such electronic form shall constitute an original of this Agreement and may be relied upon as evidence of this Agreement.

Further assurance

11.10 Each party shall, and shall procure that any necessary third-party shall, do and execute and perform all such further deeds, documents, assurances, acts and things as may reasonably be required to give effect to this Agreement.

Remedies

11.11 The Seller, the Buyer and BCL agree that, without prejudice to any other remedy which may be available to the Seller and the Buyer, the Seller and the Buyer shall be entitled to seek injunctive or other equitable relief in relation to any breach or prospective breach of this Agreement, it being acknowledged that an award of damages may not be an adequate remedy for such a breach.

No set-off

11.12 Save as set out in this Agreement, all payments to be made by a party arising out of or in connection with this Agreement shall be made in full, without set-off or counterclaim and without any deduction whatsoever except and only to the extent required by law.

Third-party rights

11.13 Except as set out in this Agreement, no person other than parties has or is intended to have any right, power or remedy or derives or is intended to derive any benefit under this Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.

Successors

11.14 This Agreement shall be binding on the Seller's, the Buyer's and BCL's assigns and successors in title.

Severance

11.15 If any provision or part of any provision of this Agreement is or becomes illegal, invalid or unenforceable under the law of any jurisdiction, that shall not affect or impair:

11.15.1 the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; or
11.15.2 the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this Agreement.

11.16 If any provision of this Agreement is found to be illegal, invalid or unenforceable as described in clause 11.15, but would be legal, valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it valid, but such modifications shall only apply in the jurisdiction in question and not in any other jurisdictions.

No partnership or agency

11.17 Nothing in this Agreement and no action taken by the parties under it shall be deemed to constitute any partnership, agency, association, joint venture or other co-operative enterprise between the parties.

Indemnities

11.18 Except where this Agreement provides otherwise, any payment due from one party to the other in respect of any indemnity given in this Agreement shall be payable within 10 Business Days of a demand made in writing to the other party.

Survival of provisions

11.19 Except where this Agreement provides otherwise, the provisions of this Agreement insofar as they have not been performed at Completion shall remain in full force and effect notwithstanding Completion.
11.20 The provisions of this Agreement which are expressly or impliedly intended to survive the termination or expiry of this Agreement shall survive such termination or expiry, including clauses 1, 6, 8, 11, 12 and 13 (other than clause 11.10).

12. NOTICES

Form of Notice

12.1 Any notice, consent, request, demand, approval or other communication to be given or made under or in connection with this Agreement (each a "Notice" for the purposes of this clause) shall be in English, in writing and signed by or on behalf of the person giving it.

Method of service

12.2 Service of a Notice must be effected by one of the following methods:

12.2.1 by hand to the relevant address set out in clause 12.4 and shall be deemed served on delivery if delivered during a Business Day, or at the start of the next Business Day if delivered at any other time;

12.2.2 by prepaid first-class post to the relevant address set out in clause 12.4 and shall be deemed served at the start of the second Business Day after the date of posting;

12.2.3 by prepaid international airmail to the relevant address set out in clause 12.4 and shall be deemed served at the start of the fourth Business Day after the date of posting; or

12.2.4 by e-mail to the relevant e-mail address set out in clause 12.4 and shall be deemed served 2 hours after the time it was sent (as recorded on the device from which the sender sent the email), unless the sender receives an automated message that the email has not been delivered.

12.3 Notwithstanding clause 1.3.7, in clause 12.2 "during a Business Day" means any time between 9.30 a.m. and 5.30 p.m. on a Business Day based on the local time where the recipient of the Notice is located. References to "the start of a Business Day" and "the end of a Business Day" shall be construed accordingly.

Address for service

12.4 Notices shall be addressed as follows:

12.4.1 Notices for the Buyer shall be marked for the attention of:

Name: the Directors

Address: its registered office

Email Address: ltorrado@knighthead.com

12.4.2 Notices for the Seller shall be marked for the attention of:

Name: the Directors

Address: its principal place of business

Email Address: robertyam@zogroup.com.hk

12.4.3 Notices for BCL shall be marked for the attention of:

Address: its registered office

Email Address: ltorrado@knighthead.com

Copies of Notices

12.5 Copies of all Notices sent by any of the methods set out in clauses 12.2.1 to 12.2.3, shall also be sent by e-mail to the Buyer, the Seller or BCL (as applicable).

12.6 Copies of all Notices sent to the Buyer or BCL shall also be sent to David Hull at david.hull@squirepb.com. Such copies shall be sent or given in accordance with the method described in clause 12.2.4 (but shall not constitute formal notice pursuant to this Agreement).

Change of details

12.7 A party may change its address for service provided that the new address is within the same country and that it gives the other party not less than 20 Business Days prior notice in accordance with this clause 12. Until the end of such notice period, service on either address shall remain effective.

Proceedings

12.8 This clause 12 shall not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

13. GOVERNING LAW AND JURISDICTION

13.1 This Agreement and the rights and obligations of the parties including all non-contractual obligations arising under or in connection with this Agreement shall be governed by and construed in accordance with the laws of England and Wales.

13.2 The parties irrevocably submit to the non-exclusive jurisdiction of the courts of England and Wales in respect of any claim, dispute or difference arising out of or in connection with this Agreement and/or any non-contractual obligation arising in connection with this Agreement.

13.3 The Seller irrevocably appoints The Law Debenture Corporation p.l.c whose registered office is at 8th Floor, 100 Bishopsgate, London, EC2N 4AG and with an email address of sop@lawdeb.com as its agent to receive on its behalf in England or Wales service of any proceedings under clause 12.8 above. Such service shall be deemed completed on delivery to such agent (whether or not it is forwarded to and received by the Seller) and shall be valid until such time as the Buyer has received prior written notice that such agent has ceased to act as agent. If for any reason such agent ceases to be able to act as agent or no longer has an address in England or Wales, the Seller shall forthwith appoint a substitute acceptable to the Buyer and deliver to the Buyer the new agent's name, address within England and Wales and email address.

THIS AGREEMENT has been duly executed and delivered as a deed on the date first stated above.

SCHEDULE 1

THE TARGET GROUP

Birmingham City Limited
Incorporated:	14 January 1997
Registered in England under Company number:	03304408
Registered Office:	St Andrew's Stadium, Birmingham, B9 4NH
Issued Share Capital:	81,505,001 ordinary shares of £0.10 each
37,000 4.2% redeemable cumulative preference shares of £0.50 each
Directors:	Gannan Zheng
Wenqing Zhao
Matt Alvarez
Kyle Kneisly
Andrew Shannahan
Thomas Allan Wagner
Accounting Reference Date:	30 June
Charges:	Charge code 0330 4408 0002 created 13 July 2023 and delivered 14 July 2023
Charge code 0330 4408 0003 created 3 October 2024 and delivered 10 October 2024
Charge code 0330 4408 0004 created 23 July 2025 and delivered 28 July 2025
Birmingham City Football Club Limited
Incorporated:	22 August 1888
Registered in England under Company number:	00027318
Registered Office:	St Andrews @ Knighthead Park, Cattell Road, Birmingham, England, B9 4RL
Issued Share Capital:	117,661,676 ordinary shares of £0.50 each
37,000 4.2% redeemable cumulative preference shares of £0.50 each

| Directors: | Gannan Zheng
Wenqing Zhao
Matt Alvarez
Kyle Kneisly
Andrew Shannahan
Thomas Allan Wagner |
| --- | --- |
| Accounting Reference Date: | 30 June |
| Charges: | n/a |
| Birmingham City Women Football Club Limited | |
| Incorporated: | 26 November 2012 |
| Registered in England under Company number: | 08308133 |
| Registered Office: | St Andrew's Stadium, Birmingham, United Kingdom, B9 4RL |
| Issued Share Capital: | 1 ordinary share of £1.00 |
| Directors: | Gannan Zheng
Wenqing Zhao
Matt Alvarez
Kyle Kneisly
Andrew Shannahan
Thomas Allan Wagner |
| Accounting Reference Date: | 30 June |
| Charges: | n/a |

SCHEDULE 2

COMPLETION OBLIGATIONS

PART I - OBLIGATIONS OF THE SELLER

The Seller shall deliver, procure the delivery of, or (if the Buyer shall so agree) make available, to the Buyer on Completion the following documents which, for the avoidance of doubt, are to be provided undated pending Completion:

1.1 transfers of the Shares executed by the Seller in favour of the Buyer (or persons nominated by the Buyer), the share certificates (or deeds of indemnity in respect of any missing share certificates, in the agreed form) and any additional documentation necessary to establish the transferor's title to the Shares and to allow the transferee (subject to due stamping) to be registered in the register of members of BCL as holder of the Shares;

1.2 resignation letters executed as deeds by each of Wenqing Zhao and Gannan Zheng as nominated on or prior to Completion, in respect of his office as a director of each member of the Club Entities and all property of the Club Entities in the possession or under the control of such persons;

1.3 the BCL Board Resolution, signed by Wenqing Zhao and Gannan Zheng;

1.4 the BCFCL Board Resolution, signed by Wenqing Zhao and Gannan Zheng;

1.5 the BCWFCL Board Resolution, signed by Wenqing Zhao and Gannan Zheng;

1.6 a copy of the ZO Board Resolution, signed by the relevant signatories;

1.7 the Existing Shareholders' Agreement Deed of Termination, executed by the Seller;

1.8 such documents required to give effect to the transfer of the Shares (in agreed form), duly executed by the parties;

1.9 a copy of the notice in relation to the Assignment as set out in Schedule 3 signed by the Seller; and

1.10 the Deed of Release and Termination, duly executed by the Seller.

PART II - OBLIGATIONS OF THE BUYER

The Buyer shall:

1.1 pay the Consideration in accordance with clauses 2.5 and 3.2, receipt of which shall discharge the Buyer from its obligation to pay the Consideration to the Seller;

1.2 on Completion, deliver to the Seller or procure the delivery of:

1.2.1 the Existing Shareholders' Agreement Deed of Termination, executed by the Buyer, BCL and BCFCL;

1.2.2 the Buyer Board Resolutions;

1.2.3 the BCL Board Resolution, signed by Matt Alvarez, Kyle Kneisly, Andrew Shannahan and Thomas Allan Wagner;

1.2.4 the BCFCL Board Resolution, signed by Matt Alvarez, Kyle Kneisly, Andrew Shannahan and Thomas Allan Wagner;

1.2.5 the BCWFCL Board Resolution, signed by Matt Alvarez, Kyle Kneisly, Andrew Shannahan and Thomas Allan Wagner;
1.2.6 a copy of the notice in relation to the Assignment as set out in Schedule 3 signed by the Buyer and BCL; and
1.2.7 the Deed of Release and Termination, duly executed by each of the Club Entities, the Buyer and KHR.

SCHEDULE 3

NOTICE OF ASSIGNMENT

FAO: The Directors
Birmingham City Limited (CRN: 03304408) ("Company")
St. Andrew's Stadium
Birmingham
England
B9 4NH

Dear Sirs

Notice of Assignment of Debt

With effect from the date of this Notice, ZO Future Group, a company incorporated in the Cayman Islands with company number 118368 and whose registered office is at 4th Floor, Harbour Place, 103 South Church Street, George Town, P.O. Box 10240, Grand Cayman, KY1-1002, Cayman Islands and whose principal place of business in Hong Kong is at 31/F, Vertical Sq, No. 28 Heung Yip Road, Wong Chuk Hang, Hong Kong, whose shares are listed on the Hong Kong Stock Exchange ("Creditor", "we", and "us") assigned its rights to the debt of £19,233,903.73 (being the debt owed to us by the Company) to Shelby Companies Limited, a company incorporated in England and Wales with registered number 14793836 and whose registered office is at Squire Patton Boggs (UK) LLP (Ref: CSU) Rutland House, 148 Edmund Street, Birmingham, United Kingdom, B3 2JR ("Assignee") ("Assignment").

All future correspondence, dealings, deliveries and payments in respect of the Assignment or the Debt should be made to the Assignee whose details are as follows:

FAO: the Secretary
Address: its registered office
Email address: ltorrado@knighthead.com

Please acknowledge the Assignment by signing and returning a copy of this Notice to the Assignee and the Creditor.

This notice and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

Yours faithfully

For and on behalf of ZO Future Group

For and on behalf of Shelby Companies Limited

Acknowledged and agreed:

For and on behalf of Birmingham City Limited

Date:

EXECUTION PAGE

EXECUTED as a deed by ZO FUTURE GROUP acting by two authorised signatories or an authorised signatory (who, in accordance with the laws of the Cayman Islands are acting under the authority of the company) in the presence of a witness:

Signature of Witness: ...

Name:

Occupation:

Address:

EXECUTED as a deed by SHELBY COMPANIES LIMITED acting by two directors:

EXECUTED as a deed by BIRMINGHAM CITY LIMITED acting by two directors:

Execution version

DATED 7 November 2025

BIRMINGHAM CITY LIMITED (1)

BIRMINGHAM CITY FOOTBALL CLUB LIMITED (2)

SHELBY COMPANIES LIMITED (3)

ZO FUTURE GROUP (4)

KHR SERVICING, LLC (5)

and

OTHERS (6)

DEED OF RELEASE AND TERMINATION

1478400682\3\EUROPE

Execution version

CONTENTS

1 DEFINITIONS AND INTERPRETATIONS 2
2 RELEASE AND TERMINATION 4
3 FURTHER ASSURANCE 6
4 THIRD PARTY RIGHTS 7
5 COUNTERPARTS 7
6 EFFECT AS A DEED 7
7 GOVERNING LAW 7
8 JURISDICTION 7

1478400682\3\EUROPE

DATE OF DEED OF RELEASE AND TERMINATION 7 November 2025

PARTIES

(1) BIRMINGHAM CITY LIMITED (previously known as Birmingham City PLC) (a company incorporated in England and Wales with company registration number 03304408) (the "Company") and BIRMINGHAM CITY FOOTBALL CLUB LIMITED (previously known as Birmingham City Football Club PLC) (a company incorporated in England and Wales with company registration number 00027318) ("BCFCL") (the "Borrowers" and each a "Borrower");

(2) BIRMINGHAM CITY LIMITED (previously known as Birmingham City PLC) (a company incorporated in England and Wales with company registration number 03304408), BIRMINGHAM CITY FOOTBALL CLUB LIMITED (previously known as Birmingham City Football Club PLC) (a company incorporated in England and Wales with company registration number 00027318) and BIRMINGHAM CITY WOMEN FOOTBALL CLUB LIMITED (a company incorporated in England and Wales with company registration number 08308133) (the "Guarantors" and each a "Guarantor");

(3) SHELBY COMPANIES LIMITED (a company incorporated in England and Wales with company registration number 14793836) (as "SCL", "OL Lender" and "Subordinated SCL Creditor");

(4) ZO FUTURE GROUP (formerly known as Birmingham Sports Holdings Limited), a company incorporated in the Cayman Islands with company number 118368 (as "BSHL", "BSHL Lender" and "Subordinated BSHL Creditor");

(5) KHR SERVICING, LLC as security trustee for the Secured OL Parties (as defined below) (the "OL Security Agent");

(6) ZO FUTURE GROUP (formerly known as Birmingham Sports Holdings Limited) as security trustee for the Secured BSHL Parties (as defined below) (the "BSHL Security Agent");

(7) KHR SERVICING, LLC as agent of the OL Finance Parties (as defined below) (the "OL Agent"); and

(8) ZO FUTURE GROUP (formerly known as Birmingham Sports Holdings Limited) as agent of the BSHL Finance Parties (as defined below) (the "BSHL Agent").

INTRODUCTION

A On 7 May 2023, the OL Lender and BSHL entered into a share purchase agreement relating to the sale and purchase of certain shares in the share capital of the Company.

B On 13 July 2023:

a) the OL Lender completed its purchase of certain shares in the share capital of the Company from BSHL;

b) the OL Lender entered into the Original Operating Loan Agreement (as defined below) pursuant to which the OL Lender agreed to lend certain amounts to the

Borrowers pursuant to the terms of the Original Operating Loan Agreement, secured by, among other security, the BSHL Share Charge (as defined below); and

c) the BSHL Lender entered into the BSHL Facility Agreement (as defined below) pursuant to which BSHL could lend certain amounts to the Borrowers pursuant to the terms of the BSHL Facility Agreement. As at the date of this deed, no utilisation has been made under the BSHL Facility Agreement.

C On 3 October 2024 the Original Operating Loan Agreement was amended to, among other things, increase the Total Commitments (as defined therein), secured by, among other security, the Supplemental BSHL Share Charge (as defined below).

D On 23 July 2025 the Original Operating Loan Agreement (as amended pursuant to a deed of amendment dated 3 October 2024) was further amended to, among other things, increase the Total Commitments (as defined therein), secured by, among other security, the Second Supplemental BSHL Share Charge (as defined below).

E It is now proposed that, on or around the date of this deed, the OL Lender (as buyer) and BSHL (as seller) enter into a second share purchase agreement whereby the OL Lender shall purchase BSHL's remaining shares in the Company, with the result that, on completion BSHL would no longer have any interest in the Company (the "Second Acquisition Agreement").

F It is a condition to the completion of the Second Acquisition Agreement that the Released Documents (as defined below) be terminated in accordance with the terms of this deed.

IT IS AGREED THAT:

1 DEFINITIONS AND INTERPRETATIONS

1.1 In this deed:

"BSHL Facility Agreement" means the uncommitted facility agreement dated 13 July 2023 between, among others, the BSHL Lender, the Company and the BSHL Agent.

"BSHL Finance Party" means the BSHL Lender, BSHL Agent or BSHL Security Agent, and "BSHL Finance Parties" means all of them.

"BSHL Security Agreement" means the BSHL Share Charge, the Supplemental BSHL Share Charge or the Second Supplemental BSHL Share Charge, and "BSHL Security Agreements" means all of them.

"BSHL Share Charge" means the share charge and security deed dated 13 July 2023 between BSHL (as chargor) and the OL Security Agent.

"BSHL Uncommitted Facility Letter" means the letter dated 13 July 2023 from the Company to BSHL (as "Lender" and "Subordinated Creditor" under the Subordination Deed) and SCL (as "Lender" and "Subordinated Creditor" under the Subordination Deed) (as supplemented by a deed of acknowledgement between, amongst others, the Company, SCL and BSHL dated 3 October 2024).

"Charged Property" means all of the property, rights and assets of BSHL (as chargor) charged pursuant to the BSHL Security Agreements.

"Effective Date" means the date of this deed.

"Escrow Agreement" means the escrow agreement dated 13 July 2023 between the OL Agent, the OL Lender, BSHL and the Borrowers (as supplemented by a deed of acknowledgement between, amongst others, the Company, SCL and BSHL dated 3 October 2024).

"Obligors" means the Company, Borrowers and Guarantors and "Obligor" means any one of them.

"OL Finance Party" means the OL Lender, OL Agent or OL Security Agent and "OL Finance Parties" means all of them.

"Operating Loan Agreement" means the Original Operating Loan Agreement as amended pursuant to deeds of amendment dated 3 October 2024 and 23 July 2025 and as further amended from time to time.

"Original Operating Loan Agreement" means a facility agreement dated 13 July 2023 between, amongst others, the OL Lender, the OL Agent, the OL Security Agent and the Obligors.

"Released Documents" means each of:

(a) the BSHL Facility Agreement;
(b) the BSHL Security Agreements;
(c) the Subordination Deed;
(d) the Escrow Agreement; and
(e) the BSHL Uncommitted Facility Letter.

"Second Acquisition Agreement" has the meaning given to such term in Recital E.

"Second Supplemental BSHL Share Charge" means the supplemental share charge and security deed dated 23 July 2025 granted by BSHL (as chargor) in favour of the OL Security Agent.

"Secured BSHL Parties" means each of the BSHL Lender, BSHL Agent, BSHL Security Agent and any Receiver or Delegate, where the terms "Receiver" and "Delegate" have the meaning given to such terms in the BSHL Facility Agreement.

"Secured OL Parties" means each of the OL Lender, OL Agent, OL Security Agent and any Receiver or Delegate, where the terms "Receiver" and "Delegate" have the meaning given to such terms in the Operating Loan Agreement.

"Security" means all Security Interests created under or pursuant to the BSHL Security Agreements.

"Security Interest" means a mortgage, charge (whether fixed or floating, legal or equitable), pledge, assignment by way of security or other security interest securing any obligation of any person, or any other agreement or arrangement having a similar effect.

"Subordination Deed" means a subordination deed dated 13 July 2023 between, amongst others, the OL Lender, BSHL and the Obligors (as supplemented by a deed of acknowledgement between, amongst others, the Company, SCL and BSHL dated 3 October 2024).

"Supplemental BSHL Share Charge" means the supplemental share charge and security deed dated 3 October 2024 granted by BSHL (as chargor) in favour of the OL Security Agent.

1.2 In this deed, a reference to:

(a) a clause or a schedule is, unless otherwise stated, a reference to a clause of, or a schedule to, this deed;

(b) a provision of law includes a reference to that provision as replaced, modified or re-enacted from time to time and any subordinate legislation made under that statutory provision from time to time, in each case whether before or after the date of this deed;

(c) a person includes any individual, firm, company, corporation, government, state or agency of state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality); and

(d) this deed or any provision of this deed or any other agreement, document or instrument is to this deed, that provision or that agreement, document or instrument as amended, novated, supplemented, extended or restated.

1.3 The contents table and headings in this deed are for convenience only and do not affect the interpretation or construction of this deed.

1.4 Unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing a gender include every gender.

1.5 The words "other" "include" and "including" do not limit the generality of any preceding words and any words which follow them shall not be construed as being limited in scope to the same class as the preceding words where a wider construction is possible.

2 RELEASE AND TERMINATION

2.1 BSHL Facility Agreement

With effect from (and including) the Effective Date:

(a) each BSHL Finance Party and each Obligor hereby releases and discharges each other party from all of its covenants, guarantees, undertakings, indemnities, obligations and liabilities under or pursuant to the BSHL Facility Agreement, and waives and forever discharges, any and all actions, claims,

rights, demands and set-offs, whether in England or any other jurisdiction, whether or not presently known to the parties or to the law, and whether in law or equity, that it or any of them ever had, may have or hereafter can, shall or may have against each other party arising out of or connected with the BSHL Facility Agreement; and

(b) each BSHL Finance Party and each Obligor hereby agrees and confirms that:

(i) the Facility and the Total Facility (as such terms are defined in the BSHL Facility Agreement) and any commitments (howsoever described) thereunder be and hereby are cancelled (without any fee or premium) irrevocably and in full; and
(ii) the BSHL Facility Agreement be and hereby is terminated.

2.2 BSHL Security Agreements

In connection with the disposition contemplated by the Second Acquisition Agreement, with effect from (and including) the Effective Date and subject to completion of that disposition, the OL Security Agent (on behalf of itself and as trustee for the Secured OL Parties) without recourse, representation or warranty, subject to clause 30.2 of each BSHL Security Agreement:

(a) releases and discharges all the Charged Property from the Security such that the Charged Property shall be held free and clear of all Security and all claims and demands under the Security;
(b) releases BSHL from all of its covenants, guarantees, undertakings, indemnities, obligations and liabilities under the BSHL Security Agreements; and
(c) acknowledges and agrees that all powers of attorney granted by BSHL in the BSHL Security Agreements are revoked, terminated and no longer in force and effect.

2.3 Subordination Deed

With effect from (and including) the Effective Date, each of the Obligors (as Obligors, "Intra-Group Lenders" and "Intra-Group Creditors" thereunder), BSHL, SCL, the OL Lender, the BSHL Lender, the Subordinated BSHL Creditor, the Subordinated SCL Creditor, the OL Security Agent, the BSHL Security Agent, the OL Agent and the BSHL Agent hereby:

(a) releases and discharges each other party to the Subordination Deed from all of its covenants, guarantees, undertakings, indemnities, obligations and liabilities under or pursuant to the Subordination Deed;
(b) acknowledges and agrees that all powers of attorney granted by the parties (or any of them) under the Subordination Deed are hereby revoked, terminated and no longer in force and effect; and
(c) agrees and confirms that the Subordination Deed be and hereby is terminated.

2.4 Escrow Agreement

(a) With effect from (and including) the Effective Date:

(i) the OL Lender and OL Agent hereby release and discharge the Company and the Borrowers from all of their covenants, obligations and liabilities under or pursuant to the Escrow Agreement; and

(ii) each of the OL Lender, the OL Agent, the Company, the Borrowers and BSHL hereby agrees and confirms that the Escrow Agreement be and hereby is terminated.

(b) Notwithstanding the provisions of clause 4 (Payments out of Escrow Account) of the Escrow Agreement, the OL Agent agrees and confirms that, immediately following the termination of the Escrow Agreement, all monies standing to the credit of the Escrow Account (as defined in the Escrow Agreement) shall be released to the Borrower for application in accordance with the terms of the Operating Loan Agreement towards funding the budgeted operating costs and expenses of the Group (as defined in the Operating Loan Agreement) in accordance with the Budget (as defined in the Operating Loan Agreement).

2.5 BSHL Uncommitted Facility Letter

With effect from (and including) the Effective Date, each of the Company, BSHL (as "Lender" and "Subordinated Creditor" under the Subordination Deed) and SCL (as "Lender" and "Subordinated Creditor" under the Subordination Deed) agrees and confirms that the BSHL Uncommitted Facility Letter be and hereby is terminated and none of BSHL, the Company nor SCL shall have any further duties or obligations thereunder.

2.6 No assignment

Each Party confirms that as at the date of this deed it has not assigned, transferred or otherwise disposed of any of its rights or, as the case may be, obligations in each case under the Released Documents to any other person.

2.7 Consents

To the extent that its consent is required to effect any of the transactions contemplated by Clauses 2.1 to 2.5 (inclusive) or, as the case may be, the transactions contemplated by the Second Acquisition Agreement, each Party hereby consents to such transactions with effect from (and including) the Effective Date.

3 FURTHER ASSURANCE

3.1 The relevant BSHL Finance Party(-ies) and/or relevant OL Finance Party(-ies) shall, at the reasonable request and cost of the Obligors, execute any deed or document and take any further action reasonably required by the Obligors to which is reasonably necessary to fully release the Obligors from all of their covenants, undertakings, guarantees, indemnities, obligations and liabilities under or pursuant to the Released Documents.

3.2 The relevant OL Finance Party(-ies) shall, at the reasonable request and cost of BSHL, execute any deed or document and take any further action reasonably required by BSHL and which is reasonably necessary to fully release the Charged Property or any of it from all Security created under or pursuant to the BSHL Security Agreements or to release BSHL from any and all of its covenants, guarantees, undertakings, indemnities, duties and obligations under the Released Documents to which the relevant OL Finance Party is a party, in each case as is contemplated by this deed.

4 THIRD PARTY RIGHTS

Except as expressly provided in this deed, a person who is not a party to this deed shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce or rely upon a provision of this deed. Notwithstanding any term of this deed, the consent of any person who is not a Party is not required to rescind or vary this deed at any time.

5 COUNTERPARTS

This deed may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute one deed.

6 EFFECT AS A DEED

It is intended that this document take effect as a deed notwithstanding that a party may only execute this document under hand.

7 GOVERNING LAW

This deed and any non-contractual obligations arising out of or in connection with it are governed by English law.

8 JURISDICTION

8.1 The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this deed (including a dispute relating to the existence, validity or termination of this deed or any non-contractual obligation arising out of or in connection with this deed) (a "Dispute").

8.2 The parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no party will argue to the contrary.

This document has been executed and delivered this deed on the date first set out above.

THE COMPANY

EXECUTED as a deed by
BIRMINGHAM CITY LIMITED acting by
two directors:

Signed by:

Zoepy:
GannanZhang
90F89926BC93458
Director

THE BORROWERS

EXECUTED as a deed by
BIRMINGHAM CITY LIMITED acting by
two directors:

Signed by:

Zoepy:
GannanZhang
90F89926BC93458
Director

EXECUTED as a deed by
BIRMINGHAM CITY FOOTBALL CLUB
LIMITED acting by two directors:

Signed by:

THE GUARANTORS

EXECUTED as a deed by
BIRMINGHAM CITY FOOTBALL CLUB
LIMITED acting by two directors:

EXECUTED as a deed by
BIRMINGHAM CITY WOMEN
FOOTBALL CLUB LIMITED acting by
two directors:

SCL

EXECUTED as a deed by SHELBY COMPANIES LIMITED acting by a director and the secretary or by two directors:

DocuSigned by:
Thomas Wagner
SA49F22B318E4EG
Director

Signed by:
Andrew Shannahan
BEF06F5E79734ED
Secretary/Director

THE OL LENDER

EXECUTED as a deed by SHELBY COMPANIES LIMITED acting by a director and the secretary or by two directors:

DocuSigned by:
Thomas Wagner
SA49F22B318E4EG
Director

Signed by:
Andrew Shannahan
02785F5E79734ED
Secretary/Director

THE SCL SUBORDINATED CREDITOR

Signed by:
Andrew Shannahan
02785F5E79734ED
Secretary/Director
```

THE OL AGENT

EXECUTED as a deed by KHR SERVICING, LLC acting by Laura L. Torrado-Malley who, in accordance with the laws of Delaware, United States of America, is acting under the authority of the company

By: Laura L. Torrado-Malley
Title: Authorised Signatory

THE OL SECURITY AGENT

EXECUTED as a deed by KHR SERVICING, LLC acting by Laura L. Torrado-Malley who, in accordance with the laws of Delaware, United States of America, is acting under the authority of the company

By: Laura L. Torrado-Malley
Title: Authorised Signatory

BSHL

EXECUTED as a deed by ZO FUTURE GROUP acting by two authorised signatories or an authorised signatory (who, in accordance with the laws of the Cayman Islands are acting under the authority of the company) in the presence of a witness

Signed by:
[Handwritten signature]

Authorised Signatory

Authorised Signatory

Signature of witness

Name of witness:

(in BLOCK CAPITALS)

Address of witness

THE BSHL LENDER

)

Signed by:

Authorised Signatory

Authorised Signatory

Signature of witness

Name of witness:

(in BLOCK CAPITALS)

Address of witness

THE BSHL SUBORDINATED CREDITOR

Signed by:
[Handwritten signature]

THE BSHL AGENT

)

Signed by:

Authorised Signatory

Authorised Signatory

THE BSHL SECURITY AGENT

)

Signed by:

Authorised Signatory

Authorised Signatory

(1) ZO FUTURE GROUP
(2) SHELBY COMPANIES LIMITED
(3) BIRMINGHAM CITY LIMITED

and

(4) BIRMINGHAM CITY FOOTBALL CLUB LIMITED

DEED OF TERMINATION OF SHAREHOLDERS' AGREEMENT RELATING TO BIRMINGHAM CITY LIMITED

1474859317\5\EUROPE

DATE OF DEED
7 November 2025

PARTIES

(1) ZO FUTURE GROUP (formerly known as Birmingham Sports Holdings Limited), a company incorporated in the Cayman Islands (company number 118368) whose registered office is at 4th Floor, Harbour Place, 103 South Church Street, George Town, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands and whose principal place of business in Hong Kong is at 31/F, Vertical Sq, No. 28 Heung Yip Road, Wong Chuk Hang, Hong Kong;

(2) SHELBY COMPANIES LIMITED incorporated in England and Wales (company number 14793836) and whose registered office is at Squire Patton Boggs (UK) LLP (Ref: CSU) Rutland House, 148 Edmund Street, Birmingham, United Kingdom, B3 2JR;

(3) BIRMINGHAM CITY LIMITED, a company incorporated in England and Wales (company number 03304408) whose registered office is at St Andrews Stadium, Birmingham, B9 4NH ("Company"); and

(4) BIRMINGHAM CITY FOOTBALL CLUB LIMITED, a company incorporated in England and Wales (company number 00027318) whose registered office is at St Andrews @ Knighthead Park, Cattell Road, Birmingham, England, B9 4NH, each a "party" and, together, the "parties".

INTRODUCTION

A The parties have entered into a shareholders' agreement dated 13 July 2023 (as may have been amended from time to time) for the purpose of regulating the business and affairs of the Company ("Shareholders' Agreement").

B It is proposed that the Shareholders' Agreement should be terminated with immediate effect and that the parties should be released from all future liabilities and obligations owed by them in respect of the Shareholders' Agreement.

IT IS AGREED THAT:

1 INTERPRETATION

1.1 References to clauses and parties are to clauses and parties to this deed.

1.2 The recitals form part of this deed. The headings in this deed do not affect its interpretation.

1.3 References to the singular include a reference to the plural and references to one gender include all genders and vice versa (in each case) unless the context otherwise requires.

2 TERMINATION AND WAIVER

2.1 The parties irrevocably and unconditionally acknowledge and agree that with immediate effect:

1474859317\5\EUROPE

(a) the Shareholders' Agreement shall be terminated and shall be of no further force or effect;
(b) no party retains any right to enforce any term of the Shareholders' Agreement; and
(c) each party shall be irrevocably released and discharged from the observance and performance of all and any of their present and future liabilities and obligations arising under or in connection with the Shareholders' Agreement.

2.2 Each party confirms that they have no outstanding claims against any of the other parties for any breach of any terms of the Shareholders' Agreement and irrevocably waives, releases and discharges any and all rights, benefits, debts, liabilities, obligations, actions, damages, demands or claims of any kind (whether in relation to past, present or future circumstances, actual or contingent and whether or not known to any of the parties) which they may have against any of the parties, under or in connection with the Shareholders' Agreement, provided that nothing in this clause shall limit or exclude any liability for fraud.
2.3 Each party undertakes (at their own cost) to take all such actions and to execute and deliver all such documents as may be reasonably required to fulfil and complete the termination of the Shareholders' Agreement and to return or, where appropriate destroy or delete, any documents or other materials received pursuant to or in connection with the Shareholders' Agreement to the extent requested by the other party save to the extent that any party is required to retain such documents or other materials pursuant to any applicable law or regulation or for the purpose of any audit requirements.

3 CONFIDENTIALITY

3.1 Each party undertakes that they shall not at any time disclose to any person (other than its advisors who are under a duty of confidence) the terms of the Shareholders' Agreement, the circumstances giving rise to its termination and the terms of this deed ("confidential information"), except as permitted by clause 3.2.
3.2 Each party may disclose the confidential information as may be required by law (including, without limitation, The Stock Exchange of Hong Kong Limited), a court of competent jurisdiction or any governmental or regulatory authority or by any recognised investment or stock exchange (including, without limitation, The Stock Exchange of Hong Kong Limited), or to the extent that such information is already in the public domain other than as a result of a breach of this clause 3.
3.3 No party shall use any confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Shareholders' Agreement or this deed.

4 GENERAL

4.1 Entire agreement: This deed constitutes the entire agreement between the parties in connection with the termination of the Shareholders' Agreement and supersedes any previous agreements or arrangements between them relating to the subject matter of this deed.

4.2 Further assurance: Each party shall at its own expense do, or procure to be done, all such acts and execute, or procure the execution of, all such documents as may be reasonably necessary to give effect to the provisions of this deed.

4.3 Severance: If any provision of this deed is or becomes illegal, invalid or unenforceable, then to the extent it is illegal, invalid or unenforceable, that provision will be given no effect and will be treated as though it were not included in this deed, but the legality, validity and enforceability of the remaining provisions of this deed will not be affected.

4.4 Third party rights: A person who is not a party to this deed shall have no right to enforce this deed pursuant to the Contracts (Rights of Third Parties) Act 1999.

4.5 Costs: Each party shall pay its own costs relating to the negotiation, preparation, execution and implementation by it of this deed.

4.6 Counterparts: This deed may be executed in any number of counterparts and by the parties on separate counterparts, but which shall not become effective until the parties have exchanged executed counterparts with each other. Counterparts may be exchanged in person or remotely via post or email attachment. Each counterpart shall constitute an original and together shall constitute a single agreement.

5 GOVERNING LAW AND JURISDICTION

This deed shall be governed by and construed in accordance with the laws of England and Wales the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of England and Wales.

Executed and delivered as a deed on the date of this deed.

EXECUTION PAGE

Signature of Witness: ...

Name:

Occupation:

Address:

EXECUTED as a deed by SHELBY COMPANIES LIMITED acting by a director and the secretary:

EXECUTED as a deed by BIRMINGHAM CITY LIMITED acting by two directors or a director in the presence of a witness:

Signed by:
Matt Alvarez
C954988C781F492
Director

Signed by:
kyle kweisly
4AB32F9B2FF9491
Director

EXECUTED as a deed by BIRMINGHAM CITY FOOTBALL CLUB LIMITED acting by two directors or a director in the presence of a witness:

Signed by:
Matt Alvarez
C9E4988C781F492
Director

Signed by:
kyle kweisly
4AB32F9B2FF9491
Director

Docusign Envelope ID: 137043A9-9DC5-4698-A817-33A38C958EC6

Execution Version

DEED OF AMENDMENT

dated 3 October 2024

between

BIRMINGHAM CITY LIMITED

and

BIRMINGHAM CITY FOOTBALL CLUB LIMITED

(as Borrowers)

KHR SERVICING, LLC

acting as Agent

and

OTHERS

relating to a facility agreement dated 13 July 2023

(as amended, novated, supplemented, extended or restated (as the case may be) from time to time)

1472375302\1\EUROPE

Docusign Envelope ID: 137043A9-9DC5-4698-A817-33A38C958EC6

Clause	Page
1. Definitions and Interpretation	- 1 -
2. Amendment	- 2 -
3. Effective Date	- 4 -
4. Representations and Warranties	- 4 -
5. Guarantee	- 4 -
6. Security	- 5 -
7. Expenses	- 5 -
8. Miscellaneous	- 5 -
9. Governing law	- 6 -
10. Enforcement	- 6 -
Schedule 1 Obligors	- 7 -
Schedule 2 Conditions Precedent	- 8 -

1472375302\1\EUROPE

THIS DEED is dated 3 October 2024 and made between:

(1) BIRMINGHAM CITY LIMITED (previously known as Birmingham City PLC), a company incorporated in England and Wales with company number 3304408 (the "Company");

(2) THE SUBSIDIARY of the Company listed in Schedule 1 (Obligors) as borrower (together with the Company, the "Borrowers");

(3) THE SUBSIDIARIES of the Company listed in Schedule 1 (Obligors) as guarantors (together with the Company, the "Guarantors");

(4) SHELBY COMPANIES LIMITED as lender (the "Original Lender");

(5) KHR SERVICING, LLC as agent of the other Finance Parties (the "Agent"); and

(6) KHR SERVICING, LLC as security trustee for the Secured Parties (the "Security Agent").

WHEREAS:

(A) Pursuant to a facility agreement dated 13 July 2023 between the parties to this Deed (the "Original Facility Agreement"), the Lenders (as defined therein) agreed to make available to the Borrowers a sterling term loan facility in an aggregate amount equal to the Total Commitments (as defined in the Original Facility Agreement), being £50,000,000 at the date of the Original Facility Agreement.

(B) At the request of the Company, the Parties have agreed, subject to the terms of this Deed, to amend the terms of the Original Facility Agreement (including increasing the Total Commitments to £100,000,000) as set out in this Deed with effect from (and including) the Effective Date.

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

Terms defined in the Original Facility Agreement shall, unless otherwise defined in this Deed or a contrary intention appears, bear the same meaning when used in this Deed and the following terms shall have the following meanings:

"Amended Facility Agreement" means the Original Facility Agreement as amended in accordance with this Deed;

"BSHL" means ZO Future Group (formerly known as Birmingham Sports Holdings Limited) a company incorporated in the Cayman Islands (Company Number 118368) whose registered office is at 4th Floor, Harbour Place, 103 South Church Street, George Town, P.O. Box 10240, Grand Cayman, KY1-1002, Cayman Islands;

"Deed" means this deed;

"Effective Date" means, subject to Clause 3.3 (Effective Date), the later of: (i) the date of this Deed; and (ii) the date on which the Agent notifies the Company that it has received the documents and evidence specified in Schedule 2 (Conditions Precedent) to this Deed in form and substance satisfactory to it, in accordance with Clause 3 (Effective Date);

"Original Facility Agreement" has the meaning given to such term in recital (A) above;

"Party" means a party to this Deed;

"Supplemental BSHL Security Agreement" means a security agreement entered into or to be entered into on or about the date of this Deed between BSHL (as chargor) and the Security Agent; and

"Supplemental Company Security Agreement" means a security agreement entered into or to be entered into on or about the date of this Deed between Company (as chargor) and the Security Agent.

1.2 Construction

The provisions of clauses 1.2 (Construction) (other than clause 1.2(c)) and 1.3 (Currency symbols and definitions) of the Original Facility Agreement apply to this Deed as though they were set out in full in this Deed but as if references in those clauses to "this Agreement" were references to this Deed and as if the reference to "Clause 17 (Guarantee and indemnity)" in clause 1.2(a)(vii) of the Original Facility Agreement was a reference to clause 17 (Guarantee and indemnity) of the Original Facility Agreement.

1.3 Third party rights

(a) Unless expressly provided to the contrary in a Finance Document a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Deed.

(b) Notwithstanding any term of any Finance Document the consent of any person who is not a Party is not required to rescind or vary this Deed at any time.

2. AMENDMENT

2.1 With effect from (and including) the Effective Date, the Original Facility Agreement shall be amended as follows:

(a) the reference to "GBP 50,000,000" on the front cover of the Original Facility Agreement shall be deleted and replaced with reference to "GBP 100,000,000";

(b) the definition of "BSHL" in clause 1.1 (Definitions) of the Original Facility Agreement shall be deleted in its entirety and replaced with the following definition:

"BSHL" means ZO Future Group (formerly known as Birmingham Sports Holdings Limited) a company incorporated in the Cayman Islands (Company Number 118368) whose registered office is at 4th Floor, Harbour Place, 103 South Church Street, George Town, P.O. Box 10240, Grand Cayman, KY1-1002, Cayman Islands."

(c) the definition of "Total Commitments" in clause 1.1 (Definitions) of the Original Facility Agreement shall be deleted in its entirety and replaced with the following definition:

"Total Commitments" means the aggregate of the Commitments being £100,000,000 at the Effective Date (as defined in a deed of amendment relating to this Agreement dated on or about 3 October 2024 between, amongst others, the Company and the Agent)."; and

(d) Part II (The Original Lenders) of Schedule 1 (The Original Parties) to the Original Facility Agreement shall be deleted in its entirety and replaced with the following:

“PART II

THE ORIGINAL LENDERS

Name of Original Lender	Commitment
Shelby Companies Limited	£100,000,000”

and so that the rights and obligations of the Parties relating to their performance under the Original Facility Agreement from (and including) the Effective Date shall be governed by, and construed in accordance with, the terms of the Amended Facility Agreement.

2.2 The Parties confirm and agree that:

(a) with effect from (and including) the Effective Date, they shall have the rights and take on the obligations ascribed to them under the Amended Facility Agreement;

(b) notwithstanding anything else, each of the following:

(i) that part (being an amount equal to £1,632,189.88) of a £3,500,000 loan made by the Original Lender, at its discretion, to BCFCL (at its request) on 3 July 2024 which exceeds £1,867,810.12 and remains outstanding;

(ii) a £1,750,000.00 unsecured, non-interest bearing and repayable on demand loan made by the Original Lender, at its discretion, to BCFCL (at its request) on 10 July 2024 which remains outstanding;

(iii) a £1,750,000.00 unsecured, non-interest bearing and repayable on demand loan made by the Original Lender, at its discretion, to BCFCL (at its request) on 23 July 2024 which remains outstanding;

(iv) a £3,500,000.00 unsecured, non-interest bearing and repayable on demand loan made by the Original Lender, at its discretion, to BCFCL (at its request) on 31 July 2024 which remains outstanding;

(v) a £3,000,000.00 unsecured, non-interest bearing and repayable on demand loan made by the Original Lender, at its discretion, to BCFCL (at its request) on 30 August 2024 which remains outstanding; and

(vi) a £3,500,000.00 unsecured, non-interest bearing and repayable on demand loan made by the Original Lender, at its discretion, to BCFCL (at its request) on 20 September 2024 which remains outstanding

shall be deemed to be made to such Borrower pursuant to the Amended Facility Agreement on the Effective Date and, with effect from (and including) the Effective Date shall constitute a Loan (as defined in the Amended Facility Agreement) (each such Loan an “Effective Date Loan”), with the first Interest Period for each such Effective Date Loan starting on the Effective Date and ending on the immediately following Interest Payment Date;

(c) with effect from (and including) the Effective Date:

(i) without limiting the generality of paragraph (b) above, the reference in paragraph (a) of the definition of “Available Commitment” in the Amended Facility Agreement to “any outstanding Loans” shall include a reference to such outstanding Effective Date Loans; and

(ii) any reference in the Finance Documents to a Loan “made” shall include a Loan deemed to be made in accordance with this Clause 2.2; and

(d) for the avoidance of doubt, the first £1,867,810.12 of the £3,500,000 loan made by the Original Lender to BCFCL on 3 July 2024 constitutes a Loan with effect from (and including) 3 July 2024 and the first Interest Period for such Loan started on 3 July 2024, and the balance of such £3,500,000 loan (being an amount equal to £1,632,189.88) prior to the Effective Date is an unsecured, non-interest bearing and repayable on demand loan made by the Original Lender to BCFCL on 3 July 2024 and to which paragraph (b) above applies.

3. EFFECTIVE DATE

3.1 Subject to Clause 3.3 below, the Agent shall notify the Company and each Lender promptly upon being satisfied that it has received all of the documents and other evidence set out in Schedule 2 (Conditions Precedent) to this Deed in form and substance satisfactory to it.

3.2 Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in Clause 3.1 above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

3.3 If the Effective Date has not occurred by 31 October 2024 (or any later date which the Agent and the Company may agree), then Clause 2 (Amendment) above and Clauses 8.1 and 8.3 below will lapse and none of the amendments recorded in Clause 2 (Amendment) above will take effect.

4. REPRESENTATIONS AND WARRANTIES

Each Obligor makes the Repeating Representations on the date of this Deed and on the Effective Date in each case by reference to the facts and circumstances then existing.

5. GUARANTEE

Each Obligor:

(a) agrees to the amendment of the Original Facility Agreement as contemplated by this Deed; and

(b) with effect from (and including) the Effective Date, confirms and agrees that the guarantee and indemnities given by it under clause 17 (Guarantee and Indemnity) of the Original Facility Agreement will:

(i) continue in full force and effect on the terms set out in clause 17 (Guarantee and Indemnity) of the Amended Facility Agreement; and

(ii) extend to all liabilities and obligations of the Obligors arising under the Amended Facility Agreement (including, without limitation, all such liabilities

and obligations in connection with the Effective Date Loans (as defined above) (“Relevant Obligations”)).

6. SECURITY

The Company with effect from (and including) the Effective Date confirms and agrees that:

(a) any Security created by it under the Transaction Security Documents to which it is a party extends to all obligations of the Obligors under the Finance Documents (including the Amended Facility Agreement, any new Finance Document and any new or amended obligation under any Finance Document including, without limitation, Relevant Obligations);

(b) the obligations of the Obligors arising under the Amended Facility Agreement and any new or amended Finance Document (including, without limitation, Relevant Obligations) are included in the Secured Obligations (as defined in the Original Facility Agreement) and in the Secured Liabilities (as defined in the Transaction Security Documents to which it a party); and

(c) the Security created under the Transaction Security Documents to which it is a party continue in full force and effect.

7. EXPENSES

The Company shall, within three Business Days of demand, reimburse each Finance Party for the amount of all costs and expenses (including legal fees) reasonably incurred by such Finance Party in connection with the preparation, negotiation, printing and execution of the documents referred to in Schedule 2 (Conditions Precedent) to this Deed (including the Relevant Documents (as defined in that Schedule)).

8. MISCELLANEOUS

8.1 This Deed is supplemental to, and shall be construed as one with, the Original Facility Agreement.

8.2 Except as varied by the terms of this Deed, the Original Facility Agreement and the other Finance Documents will remain in full force and effect.

8.3 Any reference in the Original Facility Agreement and in the other Finance Documents to the Original Facility Agreement or to any provision of the Original Facility Agreement will be construed as a reference to the Original Facility Agreement, or that provision, as amended by this Deed.

8.4 The Agent and the Company hereby designate this Deed as a Finance Document.

8.5 The Agent and the Company hereby designate each of the Supplemental BSHL Security Agreement and the Supplemental Company Security Agreement as a Transaction Security Document (including for the purpose of the definition of “Finance Document” in the Original Facilities Agreement).

8.6 Each of the documents referred to in paragraphs 3(a) and 3(b) of Schedule 2 (Conditions Precedent) to this Deed shall be deemed to be a Transaction Document under the Original Facility Agreement from (and including) the date on which it is entered into by the parties to it.

8.7 Each Obligor agrees that it shall promptly, upon the request of the Agent, execute and deliver at its own expense any document and do any act or thing in order to confirm or establish the validity and enforceability of this Deed.

8.8 This Deed may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Deed.

8.9 The Parties intend that this Deed take effect as a deed notwithstanding the fact that a Party may only execute it under hand.

1. GOVERNING LAW

This Deed and any non-contractual obligations arising out of or in connection with it are governed by English law.

1. ENFORCEMENT

The Parties agree that the provisions of clause 39 (Enforcement) of the Original Facility Agreement shall apply to this Deed as though that clause was set out in this Deed but as if references in that clause to the Original Facility Agreement were references to this Deed.

IN WITNESS whereof this Deed has been executed as a deed by the Parties and is delivered and takes effect on the date stated at the beginning of it.

SCHEDULE 1

OBLIGORS

Name of Borrower	Registration number
Birmingham City Football Club Limited	27318
Name of Guarantor	Registration number
Birmingham City Football Club Limited	27318
Birmingham City Women Football Club Limited	8308133

SCHEDULE 2

CONDITIONS PRECEDENT

In this Schedule 2, “Relevant Documents” means this Deed, the Supplemental BSHL Security Agreement, the Supplemental Company Security Agreement and the documents referred to in paragraphs 3(a) and 3(b) below.

1. Obligors and BSHL

(a) A copy of the constitutional documents of BSHL or written confirmation in the certificate of BSHL referred to in paragraph (h) below that such documents have not been amended since they were last provided to the Agent on 13 July 2023.

(b) A copy of a resolution of the board of directors of each Obligor and BSHL:

(i) approving the terms of, and the transactions contemplated by, the Relevant Documents to which it is a party and resolving that it executes the Relevant Documents to which it is a party;

(ii) authorising a specified person or persons to execute the Relevant Documents to which it is a party on its behalf; and

(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Relevant Documents to which it is a party and, in the case of each Obligor, also the Amended Facility Agreement.

(c) A specimen of the signature of each person authorised by the resolution of the board of directors of BSHL referred to in paragraph (b) above (unless a specimen of the signature of such person was provided to the Agent on 13 July 2023 in connection with the Original Facility Agreement).

(d) A copy of a resolution(s) signed by the requisite majority of the holders of the issued shares in the Company (and in any event including BSHL and the Original Lender in their capacity as holders of issued shares in the Company), approving the terms of, and the transactions contemplated by, the Relevant Documents to which the Obligors are party and amendments to the articles of association of the Company.

(e) If required by applicable law or the rules or regulations of any applicable stock exchange, evidence of the public announcement made by BSHL (or to be made by BSHL on the Effective Date) to the Hong Kong Stock Exchange, in the agreed form.

(f) A copy of a resolution(s) signed by all the holders of the issued shares in each Obligor (other than the Company), approving the terms of, and the transactions contemplated by, the Relevant Documents to which such Obligor is a party and amendments to the articles of association of such Obligor.

(g) A certificate of each Obligor and BSHL (in each case signed by a director) confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments (as defined in the Amended Facility Agreement) would not cause any borrowing, guaranteeing or similar limit binding on any Obligor or BSHL (as applicable) to be exceeded.

(h) A certificate of an authorised signatory of the relevant Obligor or BSHL (as applicable) certifying that each copy document relating to it specified in this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Deed.

(i) Evidence of the approval of the FA or the EFL (as applicable) of the proposed amendments to the articles of association of each Obligor in accordance with the requirements of the articles of association of such Obligor.

2. Finance Documents

(a) This Deed duly executed by all parties to it.

(b) At least two originals of each of the Supplemental BSHL Security Agreement and the Supplemental Company Security Agreement duly executed by each party to it.

(c) A copy of all notices required to be sent under the Supplemental BSHL Security Agreement referred to in paragraph (b) above, executed by BSHL, duly acknowledged by the addressee.

(d) To the extent that such documents are not held by the Security Agent, all share certificates, transfers and stock transfer forms or equivalent duly executed by BSHL or, as the case may be, the Company in blank in relation to the assets subject to or expressed to be subject to the Transaction Security and other documents of title to be provided under the Transaction Security Documents referred to in paragraph (b) above.

3. Other documents and evidence

(a) A deed of acknowledgement between the parties to the Subordination Deed relating to, amongst other things, the Escrow Agreement and BSHL Uncommitted Facility Letter signed by the parties thereto (the “Acknowledgement Deed”).

(b) A certified copy of an amendment deed relating to the Shareholders’ Agreement and approving the creation of Security by BSHL under or pursuant to the Supplemental BSHL Security Agreement signed by the parties thereto (the “SHA Amendment”).

(c) Evidence that any process agent referred to in clause 32.5 (Service of process) of the Supplemental BSHL Security Agreement, clause 4.2 (Service of process) of the Acknowledgement Deed and clause 8.3 of the SHA Amendment has accepted its appointment.

(d) Evidence that the costs and expenses then due from any Obligor pursuant to clause 12.5 (Stamp taxes) of the Original Facility Agreement have been paid or will be paid on or before the Effective Date.

(e) In respect of the Company and BCFCL (each a "Charged Company"), either:

(i) a certificate of an authorised signatory of such Charged Company certifying that:

(A) each member of the Group and each shareholder of such Charged Company has complied within the relevant timeframe with any notice it has received pursuant to Part 21A of the Companies Act 2006 from such Charged Company; and

(B) no "warning notice" or "restrictions notice" (in each case as defined in Schedule 1B of the Companies Act 2006) has been issued in respect of those shares; or

(ii) a certificate of an authorised signatory of such Charged Company certifying that such Charged Company is not required to comply with Part 21A of the Companies Act 2006.

(f) The authority, capacity and enforceability legal opinion addressed to the Agent, the Security Agent and the Lenders in relation to BSHL to be provided by Harney Westwood & Riegels.

(g) A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the Company accordingly) in connection with the entry into and performance of the transactions contemplated by any Transaction Document or for the validity and enforceability of any Transaction Document.

SIGNATURES

THE COMPANY

EXECUTED as a deed by BIRMINGHAM
CITY LIMITED acting by two directors:

THE BORROWERS

EXECUTED as a deed by BIRMINGHAM
CITY LIMITED acting by two directors:

EXECUTED as a deed by BIRMINGHAM
CITY FOOTBALL CLUB LIMITED
acting by two directors:

THE GUARANTORS

EXECUTED as a deed by BIRMINGHAM
CITY FOOTBALL CLUB LIMITED
acting by two directors:

EXECUTED as a deed by BIRMINGHAM
CITY WOMEN
FOOTBALL CLUB LIMITED acting by
two directors:

THE ORIGINAL LENDER

THE AGENT

By: Laura L. Torrado-Malley

Title: Authorized Signatory

THE SECURITY AGENT

By: Laura L. Torrado-Malley

Title: Authorized Signatory

Docusign Envelope ID: 020793E2-0933-423D-95BA-934A731C6A5C

DEED OF AMENDMENT

dated 23 July 2025

between

BIRMINGHAM CITY LIMITED

and

BIRMINGHAM CITY FOOTBALL CLUB LIMITED

(as Borrowers)

KHR SERVICING, LLC

acting as Agent

OTHERS

relating to a facility agreement dated 13 July 2023

(as amended, novated, supplemented, extended or restated (as the case may be) from time to time including pursuant to a deed of amendment dated 3 October 2024)

1475671924\4\EUROPE

Docusign Envelope ID: 020793E2-0933-423D-95BA-934A731C6A5C

Execution version

CONTENTS

Clause	Page
1. Definitions and Interpretation	- 1 -
2. Amendment	- 2 -
3. Effective Date	- 3 -
4. Representations and Warranties	- 3 -
5. Guarantee	- 4 -
6. Security	- 4 -
7. Expenses	- 4 -
8. Miscellaneous	- 5 -
9. Governing law	- 5 -
10. Enforcement	- 5 -
Schedule 1 Obligors	- 6 -
Schedule 2 Conditions Precedent	- 7 -

1475671924\4\EUROPE

Execution version

THIS DEED is dated 23 July 2025 and made between:

(1) BIRMINGHAM CITY LIMITED (previously known as Birmingham City PLC), a company incorporated in England and Wales with company number 3304408 (the "Company");

(2) THE SUBSIDIARY of the Company listed in Schedule 1 (Obligors) as borrower (together with the Company, the "Borrowers");

(3) THE SUBSIDIARIES of the Company listed in Schedule 1 (Obligors) as guarantors (together with the Company, the "Guarantors");

(4) SHELBY COMPANIES LIMITED as lender (the "Original Lender");

(5) KHR SERVICING, LLC as agent of the other Finance Parties (the "Agent"); and

(6) KHR SERVICING, LLC as security trustee for the Secured Parties (the "Security Agent").

WHEREAS:

(A) Pursuant to a facility agreement dated 13 July 2023 between the parties to this Deed (the "Original Facility Agreement"), the Lenders (as defined therein) agreed to make available to the Borrowers a sterling term loan facility in an aggregate amount equal to the Total Commitments (as defined in the Original Facility Agreement), being £50,000,000 at the date of the Original Facility Agreement.

(B) At the request of the Company, pursuant to a deed of amendment dated 3 October 2024 between the Parties (the "Amendment Deed" and the Original Facility Agreement as amended by the Amendment Deed, the "Facility Agreement") the Lenders agreed to amend the Original Facility Agreement with effect from (and including) the Effective Date (as defined in the Amendment Deed) such that, among other things, on 3 October 2024 the Total Commitments (as defined in the Original Facility Agreement) were increased to £100,000,000.

(C) At the request of the Company, the Parties have agreed, subject to the terms of this Deed, to further amend the terms of the Facility Agreement, increasing the Total Commitments to £150,000,000, as set out in this Deed with effect from (and including) the Effective Date (as defined below).

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

Terms defined in the Facility Agreement shall, unless otherwise defined in this Deed or a contrary intention appears, bear the same meaning when used in this Deed and the following terms shall have the following meanings:

"Amended Facility Agreement" means the Facility Agreement as amended in accordance with this Deed;

“Amendment Deed” has the meaning given to such term in recital (B) above;

“BSHL” means ZO Future Group (formerly known as Birmingham Sports Holdings Limited) a company incorporated in the Cayman Islands (Company Number 118368) whose registered office is at 4th Floor, Harbour Place, 103 South Church Street, George Town, P.O. Box 10240, Grand Cayman, KY1-1002, Cayman Islands;

“Deed” means this deed;

“Effective Date” means, subject to Clause 3.3 (Effective Date), the later of: (i) the date of this Deed; and (ii) the date on which the Agent notifies the Company that it has received the documents and evidence specified in Schedule 2 (Conditions Precedent) to this Deed in form and substance satisfactory to it, in accordance with Clause 3 (Effective Date);

“Facility Agreement” has the meaning given to such term in recital (B) above;

“Original Facility Agreement” has the meaning given to such term in recital (A) above;

“Party” means a party to this Deed;

“Relevant Obligations” has the meaning given to such term in the Amendment Deed;

“Second Supplemental BSHL Security Agreement” means a security agreement entered into or to be entered into on or about the date of this Deed between BSHL (as chargor) and the Security Agent; and

“Second Supplemental Company Security Agreement” means a security agreement entered into or to be entered into on or about the date of this Deed between Company (as chargor) and the Security Agent.

1.2 Construction

The provisions of clauses 1.2 (Construction) (other than clause 1.2(c)) and 1.3 (Currency symbols and definitions) of the Facility Agreement apply to this Deed as though they were set out in full in this Deed but as if references in those clauses to “this Agreement” were references to this Deed and as if the reference to “Clause 17 (Guarantee and indemnity)” in clause 1.2(a)(vii) of the Facility Agreement was a reference to clause 17 (Guarantee and indemnity) of the Facility Agreement.

1.3 Third party rights

(a) Unless expressly provided to the contrary in a Finance Document a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Deed.

(b) Notwithstanding any term of any Finance Document the consent of any person who is not a Party is not required to rescind or vary this Deed at any time.

2. AMENDMENT

With effect from (and including) the Effective Date, the Facility Agreement shall be amended as follows:

(a) the reference to “GBP 100,000,000” on the front cover of the Facility Agreement shall be deleted and replaced with reference to “GBP 150,000,000”;

(b) the definition of “Total Commitments” in clause 1.1 (Definitions) of the Facility Agreement shall be deleted in its entirety and replaced with the following definition:

“Total Commitments” means the aggregate of the Commitments being £150,000,000 at the Effective Date (as defined in a deed of amendment relating to this Agreement dated on or about 23 July 2025 between, amongst others, the Company and the Agent).”; and

(c) Part II (The Original Lenders) of Schedule 1 (The Original Parties) to the Facility Agreement shall be deleted in its entirety and replaced with the following:

PART II

THE ORIGINAL LENDERS

Name of Original Lender	Commitment
Shelby Companies Limited	£150,000,000

and so that the rights and obligations of the Parties relating to their performance under the Facility Agreement from (and including) the Effective Date shall be governed by, and construed in accordance with, the terms of the Amended Facility Agreement.

3. EFFECTIVE DATE

3.1 Subject to Clause 3.3 below, the Agent shall notify the Company and each Lender promptly upon being satisfied that it has received all of the documents and other evidence set out in Schedule 2 (Conditions Precedent) to this Deed in form and substance satisfactory to it.

3.2 Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in Clause 3.1 above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

3.3 If the Effective Date has not occurred by 15 August 2025 (or any later date which the Agent and the Company may agree), then Clause 2 (Amendment) above and Clauses 8.1 and 8.3 below will lapse and none of the amendments recorded in Clause 2 (Amendment) above will take effect.

4. REPRESENTATIONS AND WARRANTIES

Each Obligor makes the Repeating Representations on the date of this Deed and on the Effective Date in each case by reference to the facts and circumstances then existing.

1. GUARANTEE

Each Obligor:

(a) agrees to the amendment of the Facility Agreement as contemplated by this Deed; and
(b) with effect from (and including) the Effective Date, confirms and agrees that the guarantee and indemnities given by it under clause 17 (Guarantee and Indemnity) of the Facility Agreement will:

(i) continue in full force and effect on the terms set out in clause 17 (Guarantee and Indemnity) of the Amended Facility Agreement; and
(ii) extend to all liabilities and obligations of the Obligors (including, without limitation, the Relevant Obligations) arising under the Finance Documents (including the Amended Facility Agreement and any new or amended Finance Document).

1. SECURITY

The Company with effect from (and including) the Effective Date confirms and agrees that:

(a) any Security created by it under the Transaction Security Documents to which it is a party extends to all obligations of the Obligors (including, without limitation, the Relevant Obligations) under the Finance Documents (including the Amended Facility Agreement, any new Finance Document and any new or amended obligation under any Finance Document);
(b) the obligations of the Obligors (including, without limitation, the Relevant Obligations) arising under the Amended Facility Agreement and any new or amended Finance Document are included in the Secured Obligations (as defined in the Facility Agreement) and in the Secured Liabilities (as defined in the Transaction Security Documents to which it a party); and
(c) the Security created under the Transaction Security Documents to which it is a party continue in full force and effect.

1. EXPENSES

The Company shall, within three Business Days of demand, reimburse each Finance Party for the amount of all costs and expenses (including legal fees) reasonably incurred by such Finance Party in connection with the preparation, negotiation, printing and execution of the documents referred to in Schedule 2 (Conditions Precedent) to this Deed (including the Relevant Documents (as defined in that Schedule)).

8. MISCELLANEOUS

8.1 This Deed is supplemental to, and shall be construed as one with, the Facility Agreement.

8.2 Except as varied by the terms of this Deed, the Facility Agreement and the other Finance Documents will remain in full force and effect.

8.3 Any reference in the Facility Agreement and in the other Finance Documents to the Facility Agreement or to any provision of the Facility Agreement will be construed as a reference to the Facility Agreement, or that provision, as amended by this Deed.

8.4 The Agent and the Company hereby designate this Deed as a Finance Document.

8.5 The Agent and the Company hereby designate each of the Second Supplemental BSHL Security Agreement and the Second Supplemental Company Security Agreement as a Transaction Security Document (including for the purpose of the definition of “Finance Document” in the Facility Agreement).

8.6 The Acknowledgement Deed (as defined in paragraph 3(a) of Schedule 2 (Conditions Precedent)) to this Deed shall be deemed to be a Transaction Document under the Facility Agreement from (and including) the date on which it is entered into by the parties to it.

8.7 Each Obligor agrees that it shall promptly, upon the request of the Agent, execute and deliver at its own expense any document and do any act or thing in order to confirm or establish the validity and enforceability of this Deed.

8.8 This Deed may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Deed.

8.9 The Parties intend that this Deed take effect as a deed notwithstanding the fact that a Party may only execute it under hand.

9. GOVERNING LAW

This Deed and any non-contractual obligations arising out of or in connection with it are governed by English law.

10. ENFORCEMENT

The Parties agree that the provisions of clause 39 (Enforcement) of the Facility Agreement shall apply to this Deed as though that clause was set out in this Deed but as if references in that clause to the Facility Agreement were references to this Deed.

IN WITNESS whereof this Deed has been executed as a deed by the Parties and is delivered and takes effect on the date stated at the beginning of it.

SCHEDULE 1

OBLIGORS

Name of Borrower	Registration number
Birmingham City Football Club Limited	27318
Name of Guarantor	Registration number
Birmingham City Football Club Limited	27318
Birmingham City Women Football Club Limited	8308133

SCHEDULE 2

CONDITIONS PRECEDENT

In this Schedule 2, “Relevant Documents” means this Deed, the Second Supplemental BSHL Security Agreement, the Second Supplemental Company Security Agreement and the Acknowledgement Deed (as defined below).

1. Obligors and BSHL

(a) A copy of the constitutional documents of BSHL or written confirmation in the certificate of BSHL referred to in paragraph (h) below that such documents have not been amended since they were last provided to the Agent on 3 October 2024.

(b) A copy of a resolution of the board of directors of each Obligor and BSHL:

(i) approving the terms of, and the transactions contemplated by, the Relevant Documents to which it is a party and resolving that it executes the Relevant Documents to which it is a party;

(ii) authorising a specified person or persons to execute the Relevant Documents to which it is a party on its behalf; and

(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Relevant Documents to which it is a party and, in the case of each Obligor, also the Amended Facility Agreement.

(c) A specimen of the signature of each person authorised by the resolution of the board of directors of BSHL referred to in paragraph (b) above (unless a specimen of the signature of such person was provided to the Agent on 3 October 2024 in connection with the Amendment Deed).

(d) A copy of a resolution(s) signed by the requisite majority of the holders of the issued shares in the Company (and in any event including BSHL and the Original Lender in their capacity as holders of issued shares in the Company), approving the terms of, and the transactions contemplated by, the Relevant Documents to which the Obligors are party.

(e) If required by applicable law or the rules or regulations of any applicable stock exchange, evidence of the public announcement made by BSHL (or to be made by BSHL on the Effective Date) to the Hong Kong Stock Exchange, in the agreed form.

(f) A copy of a resolution(s) signed by all the holders of the issued shares in each Obligor (other than the Company), approving the terms of, and the transactions contemplated by, the Relevant Documents to which such Obligor is a party.

(g) A certificate of each Obligor and BSHL (in each case signed by a director) confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments (as defined in the Amended Facility Agreement) would not cause

any borrowing, guaranteeing or similar limit binding on any Obligor or BSHL (as applicable) to be exceeded.

(h) A certificate of an authorised signatory of the relevant Obligor or BSHL (as applicable) certifying that each copy document relating to it specified in this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Deed.

2. Finance Documents

(a) This Deed duly executed by all parties to it.

(b) At least two originals of each of the Second Supplemental BSHL Security Agreement and the Second Supplemental Company Security Agreement duly executed by each party to it.

(c) A copy of all notices required to be sent under the Second Supplemental BSHL Security Agreement referred to in paragraph (b) above, executed by BSHL, duly acknowledged by the addressee.

(d) To the extent that such documents are not held by the Security Agent, all share certificates, transfers and stock transfer forms or equivalent duly executed by BSHL or, as the case may be, the Company in blank in relation to the assets subject to or expressed to be subject to the Transaction Security and other documents of title to be provided under the Transaction Security Documents referred to in paragraph (b) above.

3. Other documents and evidence

(a) A deed of acknowledgement between the parties to the Subordination Deed and the Shareholders’ Agreement acknowledging certain matters set out herein and approving the creation of Security by BSHL under or pursuant to the Second Supplemental BSHL Security Agreement signed by the parties thereto (the “Acknowledgement Deed”).

(b) Evidence that any process agent referred to in clause 32.5 (Service of process) of the Second Supplemental BSHL Security Agreement and clause 4.2 (Service of process) of the Acknowledgement Deed has accepted its appointment.

(c) Evidence that the costs and expenses then due from any Obligor pursuant to clause 12.5 (Stamp taxes) of the Facility Agreement have been paid or will be paid on or before the Effective Date.

(d) In respect of the Company and BCFCL (each a "Charged Company"), either:

(i) a certificate of an authorised signatory of such Charged Company certifying that:

(A) each member of the Group and each shareholder of such Charged Company has complied within the relevant timeframe with any notice it has received pursuant to Part 21A of the Companies Act 2006 from such Charged Company; and

Execution version

(B) no "warning notice" or "restrictions notice" (in each case as defined in Schedule 1B of the Companies Act 2006) has been issued in respect of those shares; or

(ii) a certificate of an authorised signatory of such Charged Company certifying that such Charged Company is not required to comply with Part 21A of the Companies Act 2006.

(e) The authority, capacity and enforceability legal opinion addressed to the Agent, the Security Agent and the Lenders in relation to BSHL to be provided by Harney Westwood & Riegels.

(f) A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the Company accordingly) in connection with the entry into and performance of the transactions contemplated by any Transaction Document or for the validity and enforceability of any Transaction Document.

SIGNATURES

EXECUTED as a deed by
BIRMINGHAM CITY LIMITED
acting by two directors:

EXECUTED as a deed by
BIRMINGHAM CITY LIMITED
acting by two directors:

EXECUTED as a deed by
BIRMINGHAM CITY FOOTBALL
CLUB LIMITED acting by two
directors:

EXECUTED as a deed by
BIRMINGHAM CITY FOOTBALL
CLUB LIMITED acting by two
directors:

EXECUTED as a deed by
BIRMINGHAM CITY WOMEN
FOOTBALL CLUB LIMITED acting
by two directors:

THE ORIGINAL LENDER

THE AGENT

THE SECURITY AGENT

DocuSign Envelope ID: 3B23DB48-DD4A-4F7F-AC91-E8EFEB481F28

ICD 2016

28/06/2024 09:54 UTC

BCFC Summer Projects 2024 - Intermediate Building Contract with contractor's design, 2016 Edition

189059504

This document has changed from the published version. A comparison document must be provided.

ICD 2016

Intermediate Building Contract with contractor's design 2016

2016

INTERMEDIATE BUILDING CONTRACT

Amended from published version.

Comparison must be provided.

© The Joint Contracts Tribunal Limited 2016 JCT

DocuSign Envelope ID: 3B23DB48-DD4A-4F7F-AC91-E8EFEB481F28

ICD 2016

28/06/2024 09:54 UTC

189059504

BCFC Summer Projects 2024 - Intermediate Building Contract with contractor's design, 2016 Edition

Intermediate Building Contract with contractor's design (ICD)

Appropriate:

• where the proposed building works are of simple content involving the normal, recognised basic trades and skills of the industry, without building service installations of a complex nature or other complex specialist work;
• where the works are designed, the requirements for the contractor's design of discrete part(s) are detailed by or on behalf of the Employer, and the Contractor is required to design those part(s) of the work (Contractor's Designed Portion);
• where fairly detailed contract provisions are necessary and the Employer is to provide drawings and bills of quantities, a specification or work schedules to define adequately the quantity and quality of the work; and
• where an Architect/Contract Administrator and Quantity Surveyor are to administer the conditions.

This contract is more detailed and contains more extensive control procedures than the Minor Works Building Contract with contractor's design (MWD) but is less detailed than the Standard Building Contract (SBC).

Can be used:

• where the works are to be carried out in sections;
• by both private and local authority employers;
• where provisions are required to cover named specialists.

Not suitable:

• as a design and build contract.

This contract document is created using JCT's online service. Changes or choices made by the contract creator mean that this document differs from the original JCT text. A comparison document, showing all the changes from the original JCT text, is available and must be provided with the contract by the contract creator to all parties to the contract under the terms and conditions of the use of this service. Please note that the finalised version of a contract document that has been output from this service includes the comparison document automatically. Reports of failure to observe the terms and conditions of the use of this service may result in this service being suspended.

This document has been produced electronically by Rapidocs software and is derived from the published printed version (December 2016). Its use is subject to the software licence agreement. Thomson Reuters and the Thomson Reuters Logo are trademarks of Thomson Reuters. Sweet & Maxwell ® is a registered trademark of Thomson Reuters (Professional) UK Limited.

For 2016 Edition changes, see the Intermediate Building Contract Guide (IC/G) and the Tracked Change Document.

www.jctltd.co.uk

Amended from published version.

Comparison must be provided.

© The Joint Contracts Tribunal Limited 2016

ICD 2016

189059504

Contents

	Agreement	1
	Recitals	2
	Articles	5
1	Contractor's obligations
2	Contract Sum
3	Architect/Contract Administrator
4	Quantity Surveyor
5	Principal Designer
6	Principal Contractor
7	Adjudication
8	Arbitration
9	Legal proceedings
	Contract Particulars	7
	Attestation	14
	Conditions	18
Section 1	Definitions and Interpretation	18
	Definitions
1.1	Definitions
	Interpretation
1.2	Reference to clauses etc.
1.3	Agreement etc. to be read as a whole
1.4	Headings, references to persons, legislation etc.
1.5	Reckoning periods of days
1.6	Contracts (Rights of Third Parties) Act 1999
1.7	Notices and other communications
1.8	Issue of Architect/Contract Administrator's certificates
1.9	Effect of Final Certificate
1.10	Effect of certificates other than Final Certificate
1.11	Consents and approvals
1.12	Applicable law
Section 2	Carrying out the Works	25
	Contractor's Obligations
2.1	General obligations
2.2	Materials, goods and workmanship
2.3	Fees and charges
	Possession
2.4	Date of Possession – progress
2.5	Deferment of possession
2.6	Early use by Employer
2.7	Work not forming part of the Contract
	Supply of Documents, Setting Out etc.
2.8	Contract Documents
2.9	Levels and setting out of the Works
2.10	Construction information
2.11	Further drawings, details and instructions

© The Joint Contracts Tribunal Limited 2016

ICD 2016
28/06/2024 09:54 UTC
BCFC Summer Projects 2024 - Intermediate Building Contract with contractor's design, 2016 Edition
189059504

Errors, Inconsistencies and Divergences

2.12 Bills of Quantities
2.13 Instructions on errors, omissions and inconsistencies
2.14 Instructions – additions to Contract Sum, exceptions
2.15 Divergences from Statutory Requirements
2.16 Emergency compliance with Statutory Requirements

Unfixed Materials and Goods – property, risk etc.

2.17 Materials and goods – on site
2.18 Materials and goods – off site

Adjustment of Completion Date

2.19 Notice of delay – extensions
2.20 Relevant Events

Practical Completion, Lateness and Liquidated Damages

2.21 Practical completion and certificates
2.22 Certificate of non-completion
2.23 Liquidated damages for non-completion
2.24 Repayment of liquidated damages

Partial Possession by Employer

2.25 Contractor's consent
2.26 Practical completion date
2.27 Defects etc. – Relevant Part
2.28 Insurance – Relevant Part
2.29 Liquidated damages – Relevant Part

Defects

2.30 Rectification
2.31 Certificate of making good

CDP Design Work

2.32 As-built Drawings
2.33 Copyright and use
2.34 Design liabilities and limitation

Section 3 Control of the Works

34

Access and Representatives

3.1 Access for Architect/Contract Administrator
3.2 Person-in-charge
3.3 Clerk of works
3.4 Replacement of Architect/Contract Administrator or Quantity Surveyor

Sub-Contracting

3.5 Consent to sub-contracting
3.6 Conditions of sub-contracting
3.7 Named Sub-Contractors

Architect/Contract Administrator's Instructions

3.8 Compliance with instructions
3.9 Non-compliance with instructions
3.10 Provisions empowering instructions
3.11 Instructions requiring Variations
3.12 Postponement of work
3.13 Instructions on Provisional Sums
3.14 Inspection – tests
3.15 Work not in accordance with the Contract
3.16 Instructions as to removal of work etc.
3.17 Exclusion of persons from the Works

CDM Regulations

3.18 CDM Regulations

Section 4 Payment

39

Contract Sum and Adjustment

4.1 Work included in Contract Sum

Amended from published version.
Comparison must be provided.

ICD 2016
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189059504

4.2 Adjustment only under the Conditions
4.3 Adjustment of Contract Sum
4.4 Fluctuations – Named Sub-Contractors

Taxes

4.5 VAT
4.6 Construction Industry Scheme (CIS)

Payments, Certificates and Notices – general provisions

4.7 Advance payment
4.8 Interim payments – due dates and certificates
4.9 Interim payments – calculation of sums due
4.10 Listed Items
4.11 Contractor's Payment Applications and Payment Notices
4.12 Interim and final payments – final date and amount
4.13 Pay Less Notices and other general provisions
4.14 Contractor's right of suspension

Loss and Expense

4.15 Matters materially affecting regular progress
4.16 Notification and ascertainment
4.17 Relevant Matters
4.18 Amounts ascertained – addition to Contract Sum
4.19 Reservation of Contractor's rights and remedies

Final Adjustment and Final Payment

4.20 Final adjustment
4.21 Final Certificate and final payment

Section 5 Variations

46

General

5.1 Definition of Variations
5.2 Valuation of Variations and provisional sum work

The Valuation Rules

5.3 Measurable Work
5.4 Daywork
5.5 Change of conditions for other work
5.6 Additional provisions
5.7 Contractor's Designed Portion – Valuation

Section 6 Injury, Damage and Insurance

49

Personal Injury and Property Damage

6.1 Contractor's liability – personal injury or death
6.2 Contractor's liability – loss, injury or damage to property
6.3 Loss or damage to Existing Structures or their contents

Insurance against Personal Injury and Property Damage

6.4 Contractor's insurance of his liability
6.5 Contractor's insurance of liability of Employer
6.6 Excepted Risks

Insurance of the Works and Existing Structures

6.7 Insurance Options and period
6.8 Related definitions
6.9 Sub-contractors – Specified Perils cover under Works Insurance Policies
6.10 Terrorism Cover – policy extensions and premiums
6.11 Terrorism Cover – non-availability – Employer's options
6.12 Evidence of insurance
6.13 Loss or damage – insurance claims and reinstatement
6.14 Loss or damage to Existing Structures – right of termination

Joint Fire Code – compliance

6.15 Application of clauses
6.16 Compliance with Joint Fire Code
6.17 Breach of Joint Fire Code – Remedial Measures
6.18 Joint Fire Code – amendments/revisions

Amended from published version.
Comparison must be provided.
© The Joint Contracts Tribunal Limited 2016

ICD 2016
28/06/2024 09:54 UTC
189059504
BCFC Summer Projects 2024 - Intermediate Building Contract with contractor's design, 2016 Edition

CDP Professional Indemnity Insurance

6.19 Obligation to insure
6.20 Increased cost and non-availability

Section 7 Assignment, Performance Bonds and Guarantees and Collateral Warranties 57

Assignment

7.1 Assignment

Performance Bonds and Guarantees

7.2 Performance Bonds and Guarantees

Collateral Warranties

7.3 Rights Particulars
7.4 Notices
7.5 Execution of Collateral Warranties
7.6 Contractor's Warranties – Purchasers and Tenants
7.7 Contractor's Warranty – Funder
7.8 Sub-Contractors' Warranties

Section 8 Termination 59

General

8.1 Meaning of insolvency
8.2 Notices under section 8
8.3 Other rights, reinstatement

Termination by Employer

8.4 Default by Contractor
8.5 Insolvency of Contractor
8.6 Corruption and regulation 73(1)(b) of the PC Regulations
8.7 Consequences of termination under clauses 8.4 to 8.6
8.8 Employer's decision not to complete the Works

Termination by Contractor

8.9 Default by Employer
8.10 Insolvency of Employer

Termination by either Party and regulations 73(1)(a) and 73(1)(c) of the PC Regulations

8.11 Termination by either Party and regulations 73(1)(a) and 73(1)(c) of the PC Regulations

Consequences of Termination under clauses 8.9 to 8.11, etc.

8.12 Consequences of Termination under clauses 8.9 to 8.11, etc.

Section 9 Settlement of Disputes 65

Mediation

9.1 Mediation

Adjudication

9.2 Adjudication

Arbitration

9.3 Not applicable
9.4 Not applicable
9.5 Not applicable
9.6 Not applicable
9.7 Not applicable
9.8 Not applicable

Schedules 66

Schedule 1 Insurance Options 66

Insurance Option A

(New Buildings – All Risks Insurance of the Works by the Contractor)

Amended from published version.
Comparison must be provided.
© The Joint Contracts Tribunal Limited 2016

ICD 2016
28/06/2024 09:54 UTC
189059504
BCFC Summer Projects 2024 - Intermediate Building Contract with contractor's design, 2016 Edition

Insurance Option B

(New Buildings – All Risks Insurance of the Works by the Employer)

Insurance Option C

(Joint Names Insurance by the Employer of Existing Structures and Works in or Extensions to them)

Schedule 2 Named Sub-Contractors 69

Schedule 3 Forms of Bonds 72
Part 1: Advance Payment Bond
Part 2: Bond in respect of payment for off-site materials and/or goods

Schedule 4 Fluctuations – Contribution, levy and tax fluctuations 74

Schedule 5 Supplemental Provisions 75

Schedule 6 Design Submission Procedure 78

Amended from published version.
Comparison must be provided.
© The Joint Contracts Tribunal Limited 2016 JCT

ICD 2016

189059504

Agreement

This Agreement

is made the 4 July 2024

Between

The Employer

Birmingham City Football Club Limited

Place of incorporation: England and Wales

(Company No. 00027318)[1]

whose registered office is at St Andrews, Knighthead Park, Cattell Road, Birmingham, England B9 4RL

And

The Contractor

Dawnvale Cafe Components Limited

Place of incorporation: England and Wales

(Company No. 03745006)[1]

whose registered office is at Sterling House 501 Middleton Road, Chadderton, Oldham, England, OL9 9LY

[1] Where the Employer or Contractor is neither a company incorporated under the Companies Acts nor a company registered under the laws of another country, delete the references to Company number and registered office. In the case of a company incorporated outside England and Wales, particulars of its place of incorporation should be inserted immediately before its Company number. As to execution by foreign companies and matters of jurisdiction, see the Intermediate Building Contract Guide.

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© The Joint Contracts Tribunal Limited 2016 JCT

189059504

Recitals

Whereas

First

the Employer wishes to have the following work carried out[2]:

• The works are The Birmingham City Summer Projects 2024 - Comprising
• The Boardroom Club
• The City Suite & Kitchen
• Garrison Hospitality Lounge
• City View Lounge
• Box to Box Fan Zone
• Legends Suite
• Tru Blu Extension
• 1st & 2nd Floor Offices
• Corridors & Circulation

at

• The Kop Stand & the Gill Merrick Stand, Birmingham City Football Club ('the Works')
• and has had drawings and bills of quantities or a specification or work schedules prepared which show and describe the work to be done;

Second

the Works include the design and construction of[3]

• Mechanical alterations & installations
• Catering Installations ('the Contractor's Designed Portion');

Third

the drawings are listed in Annexe Nr1 annexed to this Contract ('the Contract Drawings') and have for identification been signed or initialled by or on behalf of each Party[4];

Fourth

the Employer has supplied to the Contractor:

other documents showing or describing or otherwise stating his requirements for the design and construction of the Contractor's Designed Portion ('the Employer's Requirements')

[2] State nature and location of intended works.

[3] State nature of work in the Contractor's Designed Portion. If the space here is insufficient a separate list should be prepared, signed or initialled by or on behalf of each Party and identified here, either as a specified Annex to this Contract or by its reference number, date or other identifier. The Contractor's Designed Portion must not include any element of the Works or their design which is to be carried out by a Named Sub-Contractor – see the Intermediate Building Contract Guide.

[4] State the identifying numbers of the Contract Drawings or identify the schedule of drawings or other document listing them, which should be annexed to this Contract, and make the appropriate deletions. The drawings themselves should be signed or initialled by or on behalf of each Party.

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Fifth

the Contractor has:

(B) stated the sum he will require for carrying out the Works shown on the Contract Drawings and described in the Specification, that sum being the Contract Sum stated in Article 2, and has supplied to the Employer a Contract Sum Analysis in accordance with the stated requirements of the Employer or a Schedule of Rates on which that sum is based ('the Priced Document') ('Pricing Option B');

but a priced schedule of activities ('the Activity Schedule') is not provided;

the Priced Document, the priced Activity Schedule, where provided, and (where Pricing Option B applies) the (unpriced) Specification have each for identification been signed or initialled by or on behalf of each Party;

Sixth

in response to the Employer's Requirements the Contractor has supplied to the Employer:

• documents showing and describing the Contractor's proposals for the design and construction of the Contractor's Designed Portion ('the Contractor's Proposals'); and
• an analysis of the portion of the Contract Sum relating to the Contractor's Designed Portion ('the CDP Analysis');

Seventh

the Employer has examined the Contractor's Proposals and, subject to the Conditions, is satisfied that they appear to meet the Employer's Requirements.[6] The Employer's Requirements, the Contractor's Proposals and the CDP Analysis have each for identification been signed or initialled by or on behalf of each Party and particulars of each are given in the Contract Particulars;

Eighth

for the purposes of the Construction Industry Scheme (CIS) under the Finance Act 2004, the status of the Employer is, as at the Base Date, that stated in the Contract Particulars;

Ninth

a schedule ('the Information Release Schedule') which states the information the Architect/Contract Administrator will release and the time of that release is not provided;

Tenth

for the purposes of the Construction (Design and Management) Regulations 2015 (the 'CDM Regulations') the status of the project that comprises or includes the Works is stated in the Contract Particulars;

Eleventh

the Works are not divided into Sections;

Twelfth

the Contract is not supplemented by a Framework Agreement;

[6] Where the Employer has accepted a divergence from his requirements in the proposals submitted by the Contractor, the divergence should be removed by amending the Employer's Requirements before the Contract is executed.

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© The Joint Contracts Tribunal Limited 2016 3C3

ICD 2016
28/06/2024 09:54 UTC
189059504

Thirteenth

whether any of Supplemental Provisions 1 to 6 apply is stated in the Contract Particulars;

Amended from published version.
Comparison must be provided.
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© The Joint Contracts Tribunal Limited 2016 JCT

Articles

Now it is hereby agreed as follows

Article 1	Contractor's obligations
Article 2	The Contractor shall carry out and complete the Works in accordance with the Contract Documents. The Contract Documents are amended by the Schedule of Amendments which forms part of them and overrides clause 1.3 of the Conditions Contract Sum
Article 3	Architect/Contract Administrator
Article 4	Quantity Surveyor
Article 5	Principal Designer
Article 5	Re principal designer for the purposes of the CDM Regulations is
Refer to Schedule of Amendments
of
Refer to Schedule of Amendments

[6] If the Architect/Contract Administrator is to exercise the Quantity Surveyor's functions under the Conditions, his name should be inserted in Article 4.

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or such replacement as the Employer at any time appoints to fulfil that role.

Article 6	Principal Contractor
	The Principal Contractor for the purposes of the CDM Regulations is
Refer to Schedule of Amendments
of
Refer to Schedule of Amendments
or such replacement as the Employer at any time appoints to fulfil that role.
Article 7	Adjudication
	If any dispute or difference arises under this Contract, either Party may refer it to adjudication in accordance with clause 9.2.[7]
Article 8	Arbitration
	Not applicable
Article 9	Legal proceedings[8]
	Subject to Article 7 and (where it applies) to Article 8, the English courts shall have jurisdiction over any dispute or difference between the Parties which arises out of or in connection with this Contract.

[7] As to adjudication in cases where the Employer is a residential occupier within the meaning of section 106 of the Housing Grants, Construction and Regeneration Act 1996, see the Intermediate Building Contract Guide.

[8] If it is intended, subject to the right of adjudication and exceptions stated in Article 8, that disputes or differences should be determined by arbitration and not by legal proceedings, the Contract Particulars must state that Article 8 and clauses 9.3 to 9.8 apply and the words "do not apply" must be deleted. If the Parties wish any dispute or difference to be determined by the courts of another jurisdiction the appropriate amendment should be made to Article 9 (see also clause 1.12).

Contract Particulars

Note: An asterisk * indicates where selection has been or should have been made.

Fourth Recital

Employer's Requirements
(State reference numbers and dates or other identifiers of the relevant documents.)[9]

There is no Employer's Requirements Document. The requirements have been confirmed between the Employer and the Contractor for the CDP - Mechanical & Catering installations

Sixth Recital

Contractor's Proposals
(State reference numbers and dates or other identifiers of the relevant documents.)[9]

Refer Contract Drawings Annexe 1

CDP Analysis
(State reference numbers and dates or other identifiers of the relevant documents.)[9]

Refer separate section within the contract sum analysis

Eighth Recital and clause 4.6

Construction Industry Scheme (CIS)

• Employer at the Base Date
• is not a 'contractor'
  for the purposes of the CIS

Tenth Recital

CDM Regulations[10]

• the project
• is notifiable

Thirteenth Recital and Schedule 5

Supplemental Provisions[11]
(Where neither entry against one of Supplemental Provisions 1 to 6 below is deleted, that Supplemental Provision applies.)

Supplemental Provision 1: Collaborative working
* applies

Supplemental Provision 2: Health and safety

[9] If the relevant document or set of documents takes the form of an Annex to this Contract, it is sufficient to refer to that Annex.

[10] Under the CDM Regulations 2015 a project is notifiable if the construction work on a construction site is scheduled either to last longer than 30 working days and have more than 20 workers working simultaneously at any point in the project or to exceed 500 person days.

[11] Supplemental Provision 7 (Transparency) applies only where the Employer is a Local or Public Authority or other body to whom the Freedom of Information Act 2000 applies; Supplemental Provision 8 (The Public Contracts Regulations 2015) applies only where the Employer is a Local or Public Authority and this Contract is subject to the PC Regulations.

• applies
• Supplemental Provision 3: Cost savings and value improvements
• applies
• Supplemental Provision 4: Sustainable development and environmental considerations
• applies
• Supplemental Provision 5: Performance Indicators and monitoring
• does not apply
• Supplemental Provision 6: Notification and negotiation of disputes
• applies
• Where Supplemental Provision 6 applies, the respective nominees of the Parties are
• Employer's nominee
• To be confirmed in the event of a dispute
• Contractor's nominee
• To be confirmed in the event of a dispute
• or such replacement as each Party may notify to the other from time to time

Article 8

Arbitration
(If neither entry is deleted, Article 8 and clauses 9.3 to 9.8 do not apply. If disputes and differences are to be determined by arbitration and not by legal proceedings, it must be stated that Article 8 and clauses 9.3 to 9.8 apply.)[12]

Article 8 and clauses 9.3 to 9.8 (Arbitration)
- do not apply

1.1

Base Date
15/04/2024

BIM Protocol (where applicable)
(State title, edition, date or other identifiers of the relevant documents.)

Not applicable

Date for Completion of the Works
(where completion by Sections does not apply)
02/08/2024

1.7

Addresses for service of notices by the Parties
(If none is stated, the address in each case, subject to clause 1.7.3, shall be that shown at the commencement of the Agreement.)[14]

Employer

[12] On factors to be taken into account by the Parties in considering whether disputes are to be determined by arbitration or by legal proceedings, see the Intermediate Building Contract Guide. See also footnote [8].
[13] As to service of notices etc. outside the United Kingdom, see the Intermediate Building Contract Guide.

Amended from published version.
Comparison must be provided.
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© The Joint Contracts Tribunal Limited 2016 3C7

Contractor

2.4

Date of Possession of the site
(where possession by Sections does not apply)
06/05/2024

2.5

Deferment of possession of the site
(where possession by Sections does not apply)
Clause 2.5
* applies
Maximum period of deferment (if less than 6 weeks) is
3 weeks

2.23.2

Liquidated damages
(where completion by Sections does not apply)
at the rate of
£Nil per week

2.30

Rectification Period
(where completion by Sections does not apply)
(If no other period is stated, the period is 6 months.)
12 months
from the date of practical completion of the Works

2.34.3

Contractor's Designed Portion: limit of Contractor's liability for loss of use etc. (if any)
£10,000,000

4.3 and 4.9

Fluctuations Provision
(Unless another provision or entry is selected, Schedule 4 applies.)
* no Fluctuations Provision applies

4.7

Advance payment
(Not applicable where the Employer is a Local or Public Authority)
Clause 4.7

Amended from published version.
Comparison must be provided.
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© The Joint Contracts Tribunal Limited 2016

• applies
  the advance payment will be[14]

• Refer to Schedule of Amendments per cent of the Contract Sum
  and will be paid to the Contractor on
  24/04/2024;
  it will be reimbursed to the Employer in the following amount(s) and at the following time(s)

Advance Payment Bond
(Not applicable where the Employer is a Local or Public Authority)
(Where an advance payment is to be made, an advance payment bond is required unless stated that it is not required.)

An advance payment bond
* is not required

4.8.1

Interim payments – Interim Valuation Dates
(If no date is stated, the first Interim Valuation Date is one month after the Date of Possession.)

The first Interim Valuation Date is
Refer to Schedule of Amendments
and thereafter the same date in each month or the nearest Business Day in that month[15]

4.9.1

Interim payments – percentages of value

Where the Works, or those works in a Section, have not achieved practical completion, the percentage of total value in respect of the works that have not achieved practical completion is
(The percentage is 95 per cent unless a different rate is stated.)

97.5 per cent[16]

Where the Works, or those works in a Section or Relevant Part, have achieved practical completion, the percentage in respect of the completed works is
(The percentage is 97½ per cent unless a different rate is stated.)

750 per cent[16]
98.5

4.10.4

Listed Items – uniquely identified
(Delete the entry if no bond is required.)

No bond is required for Listed Items uniquely identified.

4.10.5

Listed Items – not uniquely identified
(Delete the entry if clause 4.10.5 does not apply.)

No bond is required for Listed Items not uniquely identified.

[14] Insert either a monetary amount or a percentage figure, delete the alternative and complete the other required details.
[15] The first Interim Valuation Date should not be more than one month after the Date of Possession.
[16] An insertion is needed here only if the default position is not to apply. If no retention is required, insert '100' in the entries for clause 4.9.1.

Amended from published version.
Comparison must be provided.
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© The Joint Contracts Tribunal Limited 2016 327

6.4.1

Contractor's Public Liability insurance: injury to persons or property – the required level of cover is not less than

£10,000,000

for any one occurrence or series of occurrences arising out of one event

6.5.1

Insurance – liability of Employer

(Not required unless it is stated that it may be required and the minimum amount of indemnity is stated)

Insurance

• may be required

Minimum amount of indemnity for any one occurrence or series of occurrences arising out of one event[17]

£10,000,000

6.7 and Schedule 1

Works insurance – Insurance Option applicable

Schedule 1:

• Insurance Option C applies

Percentage to cover professional fees

(If no other percentage is stated, it shall be 15 per cent.)

18 per cent

Where Insurance Option C applies, paragraph C.1[18]

(Unless otherwise stated, paragraph C.1 applies. If it is not to apply, state the reference number and date or other identifier of the replacement document(s).)

• applies

6.10 and Schedule 1

Terrorism Cover – details of the required cover

(Unless otherwise stated, Pool Re Cover is required.)[19]

are set out in the following document(s)

[17] If the indemnity is to be for an aggregate amount and not for any one occurrence or series of occurrences the entry should be amended to make this clear.

[18] Insurance Option C is for use in the case of alterations of or extensions to Existing Structures. Under that option, the Employer is required to take out a Joint Names Policy for All Risks Insurance for the Works and also, if paragraph C.1 applies, a Joint Names Policy to insure the Existing Structures and their contents owned by him or for which he is responsible against loss or damage by the Specified Perils. Some Employers (e.g. tenants and some homeowners) may not be able readily to obtain the Joint Names cover required under paragraph C.1. Where that is the case, alternative arrangements and amendments will be necessary. See the Intermediate Building Contract Guide.

Where there are Existing Structures, it is vital that any prospective Employer who is not familiar with Insurance Option C – in particular any Employer who is a tenant or domestic homeowner – or an appropriate member of the Employer's professional team, should consult specialist insurance advisers prior to the tender stage. Any Employer who is a tenant should also consult his insuring landlord prior to that stage.

[19] Obtaining Terrorism Cover for the Works, which unless otherwise agreed is necessary in order to comply with the requirements of Insurance Option A, B or C, will involve an additional premium and in certain situations has been difficult to effect. If any difficulty might arise, there should be immediate pre-contract discussion between the Parties and their insurance advisers. See the Intermediate Building Contract Guide.

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6.15

The Joint Fire Code

• does not apply[20]

6.19

Contractor's Designed Portion (CDP) Professional Indemnity insurance

Level of cover

(If an alternative is not selected the amount shall be the aggregate amount for any one period of insurance. A period of insurance for these purposes shall be one year unless otherwise stated.)

Amount of indemnity required

• relates to claims or series of claims arising out of one event

(If no amount is stated, insurance under clause 6.19 shall not be required.)

and is

Cover for pollution and contamination claims

(If no amount is stated, such cover shall not be required; unless otherwise stated, the required limit of indemnity is an annual aggregate amount.)

• is not required

Expiry of required period of CDP Professional Indemnity insurance is

(If no period is selected, the expiry date shall be 6 years from the date of practical completion of the Works.)

• 6 years

7.2.1

Performance bond or guarantee from bank or other approved surety[21]

(If this entry is not completed or the required form is not specified, a performance bond or guarantee is not required.)

• is not required

7.2.2

Guarantee from the Contractor's parent company

[20] Where Insurance Option A applies these entries are made on information supplied by the Contractor.

[21] If a performance bond is required, the identity of the issuer as well as the operative terms of the bond should be agreed prior to execution of the contract.

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7.3

Collateral Warranties – details of the requirements for the grant by the Contractor and sub-contractors of P&T Rights, Funder Rights and/or (in the case of sub-contractors) Employer Rights in respect of the Works by collateral warranties ('Rights Particulars') are set out in the following document[22]

(State reference number and date or other identifier of the relevant document.)

Refer to Schedule of Amendments

8.9.2

Period of suspension

(If none is stated, the period is 2 months.)

8.11.1.1 to 8.11.1.5

Period of suspension

(If none is stated, the period is 2 months.)

9.2.1

Adjudication[23]

Nominating body – where no Adjudicator is named or where the named Adjudicator is unwilling or unable to act (whenever that is established)[24]

(Where an Adjudicator is not named and a nominating body has not been selected, the nominating body shall be one of the bodies listed below selected by the Party requiring the reference to adjudication.)

• constructionadjudicators.com[25]

[22] The relevant Rights Particulars should identify the beneficiaries (by name, class or description) and the sub-contractors who are also required to grant rights by way of Collateral Warranties, state in those cases where the default provision is not to apply which alternative provision is to apply in its place and give any other details required to complete the terms of the warranties that are to be given. A Model Form for the Rights Particulars is included in the Intermediate Building Contract Guide and is also available on the JCT website www.jctltd.co.uk.

Employers should be selective in identifying the sub-contractors (or categories of sub-contractor) from whom collateral warranties may be required and should not include any Named Sub-Contractor since such matters are intended to be dealt with by the Intermediate Named Sub-Contractor/Employer Agreement ICSub/NAM/E and not to be governed by the Intermediate Named Sub-Contract itself (ICSub/NAM).

Directions may be needed as to mode of execution of sub-contracts and/or collateral warranties by relevant sub-contractors. See also the Intermediate Building Contract Guide.

[23] The Parties should either name the Adjudicator and select the nominating body or, alternatively, select only the nominating body.

The Adjudication Agreement (Adj) and the Adjudication Agreement (Named Adjudicator) (Adj/N) have been prepared by JCT for use when appointing an Adjudicator.

[24] Delete all but one of the nominating bodies asterisked.

[25] constructionadjudicators.com is a trading name of Contractors Legal Grp Ltd.

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Attestation

Note on Execution

This Agreement should be executed by both the Employer and the Contractor either under hand or as a deed. As to factors relevant to that choice, see the Intermediate Building Contract Guide.

Execution under hand

If this Agreement is to be executed under hand, use the form set out on the following page. Each Party or his authorised representative should sign where indicated in the presence of a witness who should then sign and set out his name and address.

Execution as a Deed

If this Agreement is to be executed as a deed, each Party should use the relevant form marked 'Execution as a Deed' in accordance with the notes provided.

Other forms of Attestation

In cases where the forms of attestation set out are not appropriate, e.g. in the case of certain housing associations and partnerships or if a Party wishes an attorney to execute this Agreement on his behalf, the appropriate form(s) may be inserted in the vacant space opposite and/or below.

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Notes on Execution as a Deed

1. For the purposes of execution as a deed, two forms are provided for execution, one for the Employer and the other for the Contractor. Each form provides four methods of execution, (A) to (D), for use as appropriate. The full name of the Employer or Contractor (whether an individual, a company or other body) should be inserted where indicated at the commencement of the relevant form. This applies irrespective of the method used.

2. For public and private companies incorporated and registered under the Companies Acts, the three principal methods of execution as a deed are:

(A) through signature by a Director and the Company Secretary or by two Directors;

(B) by affixing the company's common seal in the presence of a Director and the Company Secretary or of two Directors or other duly authorised officers; or

(C) signature by a single Director in the presence of a witness who attests the signature.

Methods (A) and (C) are available to public and private companies whether or not they have a common seal. (Method (C) was introduced by section 44(2)(b) of the Companies Act 2006.) Methods (A) and (C) are not available under companies legislation to local authorities or to certain other bodies corporate, e.g. bodies incorporated by letters patent or private Act of Parliament that are not registered under companies legislation and such bodies may only use method (B).

1. Where method (A) is being used, delete the inappropriate words and insert in the spaces indicated the names of the two Directors, or of the Director and the Company Secretary, who are to sign.

2. If method (B) (affixing the common seal) is adopted in cases where either or both the authorised officers attesting its affixation are not themselves a Director or the Company Secretary, their respective office(s) should be substituted for the reference(s) to Director and/or to Company Secretary/Director. (In the case of execution by bodies that are not companies, the reference to "Company" under the second signature should be deleted where appropriate.)

3. Method (C) (execution by a single Director) has been introduced primarily, but not exclusively, for 'single officer' companies. The Director should sign where indicated in the presence of a witness who should then sign and set out his name and address.

4. Where the Employer or Contractor is an individual, he should use method (D) and sign where indicated in the presence of a witness who should then sign and set out his name and address.

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Execution as a Deed

Executed as a Deed by the Employer

namely ¹ Birmingham City Football Club Limited

(A) acting by a Director and the Company Secretary/two Directors of the company ²,³

(Print name of signatory)	Signature	Director
and	(Print name of signatory)	Signature Company Secretary/Director

Note: The numbers on this page refer to the numbered paragraphs in the Notes on Execution as a Deed.

Execution under hand

Signed by or on behalf of the Employer

Name

Thomas Wagner

Execution as a Deed

Executed as a Deed by the Contractor

namely ¹ Dawnvale Cafe Components Limited

(A) acting by a Director and the Company Secretary/two Directors of the company ²,³

(Print name of signatory)

Signature Director

(Print name of signatory)

Signature Company Secretary/Director

Note: The numbers on this page refer to the numbered paragraphs in the Notes on Execution as a Deed.

Execution under hand

Signed by or on behalf of the Contractor

DocuSigned by:
John Berry
DF9798D8AC114BB

Name
John Berry

Amended from published version.
Comparison must be provided.

27/06/2024 10:20 UTC

184614804

Conditions

Section 1 Definitions and Interpretation

Definitions

1.1 Definitions

Unless the context otherwise requires or the Agreement or these Conditions specifically provide otherwise, the following words and phrases, where they appear in capitalised form in the Agreement or these Conditions, shall have the meanings stated or referred to below:

Activity Schedule: see the Fifth Recital.

Adjudicator: an individual appointed under clause 9.2 as the Adjudicator.

Agreement: the Agreement to which these Conditions are annexed, including its Recitals, Articles and Contract Particulars.

All Risks Insurance: see clause 6.8.

Approximate Quantity: a quantity in any Contract Bills there identified as an approximate quantity.

Arbitrator: an individual appointed under clause 9.4 as the Arbitrator.

Architect/Contract Administrator: the person named in Article 3 or any successor nominated or otherwise agreed under clause 3.4.

Article: an article in the Agreement.

Base Date: the date stated as such in the Contract Particulars (against the reference to clause 1.1) $^{[27]}$.

BIM Protocol: (where applicable) the document identified as such in the Contract Particulars (against the reference to clause 1.1).

Business Day: any day which is not a Saturday, a Sunday or a Public Holiday.

C.1 Replacement Schedule: (where applicable) the insurance schedule and/or other documents identified as such in the Contract Particulars (against the reference to clause 6.7 and Schedule 1).

CDM Regulations: the Construction (Design and Management) Regulations 2015.

CDP Analysis: see the Sixth Recital and the Contract Particulars.

CDP Works: that part of the Works comprised in the Contractor's Designed Portion.

Completion Date: the Date for Completion of the Works or of a Section as stated in the Contract Particulars or such other date as is fixed under clause 2.19.

Conditions: the clauses set out in sections 1 to 9 of these Conditions, together with and including the Schedules hereto.

Construction Industry Scheme (or 'CIS'): see the Eighth Recital.

[27] The Base Date is relevant (inter alia) to clause 2.15.2.1 (changes in Statutory Requirements) and the JCT fluctuations provision (Schedule 4) and it helps to determine the edition/issue and/or version of documents relevant to this Contract, e.g. the Measurement Rules and definitions of the prime cost of daywork (clause 5.4).

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Construction Phase Plan: the plan referred to in regulation 2 of the CDM Regulations, including any updates and revisions.

Consultants: see clause 7.3.2.

Contract Bills: (where Pricing Option A applies and Bills of Quantities form the Priced Document) those bills as priced by the Contractor (see the Fourth and Fifth Recitals).

Contract Documents: the Agreement, these Conditions, the Contract Drawings, the Employer's Requirements, the Contractor's Proposals and the CDP Analysis, together with:

(where applicable) the BIM Protocol;

(where Pricing Option A applies) the Priced Document or (where Pricing Option B applies) the Specification; and

any Invitation to Tender and Tender to and by a Named Sub-Contractor in forms ICSub/NAM/IT and ICSub/NAM/T as referred to in the Fourth Recital.

Contract Drawings: the drawings referred to in the Third Recital.

Contract Particulars: the particulars in the Agreement and there described as such, including the entries made by the Parties.

Contract Sum: the sum stated in Article 2.

Contract Sum Analysis: see the Fifth Recital.

Contractor: the person named as Contractor in the Agreement.

Contractor's Design Documents: the drawings, details and specifications of materials, goods and workmanship and other related documents and information prepared by or for the Contractor in relation to the Contractor's Designed Portion (including such as are contained in the Contractor's Proposals or referred to in clause 2.10.2), together, where applicable, with any other design documents or information to be provided by him under the BIM Protocol.

Contractor's Designed Portion: see the Second Recital.

Contractor's Persons: the Contractor's employees and agents, all other persons employed or engaged on or in connection with the Works or any part of them and any other person properly on the site in connection therewith, excluding the Architect/Contract Administrator, the Quantity Surveyor, the Employer, Employer's Persons and any Statutory Undertaker.

Contractor's Proposals: see the Sixth Recital and the Contract Particulars.

Date for Completion: the date stated as such date in the Contract Particulars (against the reference to clause 1.1) in relation to the Works or a Section.

Date of Possession: the date stated as such date in the Contract Particulars (against the reference to clause 2.4) in relation to the Works or a Section.

Design Submission Procedure: such procedure as is specified by the BIM Protocol or, where that is not applicable, the procedure set out in Schedule 6, subject to any modifications of that procedure specified in the Contract Documents.

Employer: the person named as Employer in the Agreement.

Employer Rights: any rights in favour of the Employer to be granted by sub-contractors in accordance with the Rights Particulars, by way of JCT collateral warranty SCWe/E.

Employer's Persons: all persons employed, engaged or authorised by the Employer, excluding the Contractor, Contractor's Persons, the Architect/Contract Administrator, the Quantity Surveyor and any Statutory Undertaker.

Employer's Requirements: see the Fourth Recital and the Contract Particulars.

Excepted Risks: see clause 6.8.

Existing Structures: any and all existing structures within which the Works or part of them are to be executed or to which they are to form an extension, together with any Section for which a Section

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Completion Certificate has been issued and, as from the Relevant Date, any Relevant Part taken into possession under clause 2.25.

Final Certificate: see clauses 1.9 and 4.21.

Finance Agreement: the agreement between the Funder and the Employer for the provision of finance for the Works.

Fluctuations Provision: the provision (if any) specified by the Contract Particulars (against the reference to clauses 4.3 and 4.9).

Funder: the person named or otherwise sufficiently identified as such (whether by class or description) in or by the Rights Particulars.

Funder Rights: the rights in favour of the Funder to be granted by the Contractor by JCT collateral warranty CWa/F or those to be granted by sub-contractors in accordance with the Rights Particulars.

Information Release Schedule: the schedule referred to in the Ninth Recital.

Insolvent: see clause 8.1.

Insurance Options A, B and C: the provisions relating to insurance of the Works and (where applicable) Existing Structures set out in Schedule 1.

Interest Rate: a rate 5% per annum above the official bank rate of the Bank of England current at the date that a payment due under this Contract becomes overdue.

Interim Certificate: any of the certificates to which clause 4.8.2 refers.

Interim Valuation Date: each date as specified by the Contract Particulars (against the reference to clause 4.8.1).

Joint Fire Code: the Joint Code of Practice on the Protection from Fire of Construction Sites and Buildings Undergoing Renovation, published by Construction Industry Publications Ltd and the Fire Protection Association, current at the Base Date.

Joint Names Policy: see clause 6.8.

Listed Items: materials, goods and/or items prefabricated for inclusion in the Works which are listed as such items by the Employer in a list supplied to the Contractor and annexed (where Pricing Option A applies) to the Priced Document or (where Pricing Option B applies) to the Specification.

Local or Public Authority: a body that is a 'contracting authority' as defined by the PC Regulations.

Measurement Rules: the RICS New Rules of Measurement – Detailed Measurement for Building Works (NRM2), in the form published at the Base Date, unless otherwise stated in the Contract Documents.

Named Sub-Contract Conditions: Intermediate Named Sub-Contract Conditions ICSub/NAM/C (as incorporated by reference in an Intermediate Named Sub-Contract Agreement ICSub/NAM/A).

Named Sub-Contractor: see the Fourth Recital and clause 3.7.

P&T Rights: the rights in favour of a Purchaser or Tenant to be granted by the Contractor by JCT collateral warranty CWa/P&T or those to be granted by sub-contractors in accordance with the Rights Particulars.

Parties: the Employer and the Contractor together.

Party: either the Employer or the Contractor.

Pay Less Notice: see clauses 4.12.5 and 4.13.1.

Payment Application: see clause 4.11.1.

Payment Certificate: an Interim Certificate or the Final Certificate.

Payment Notice: see clause 4.11.2.

PC Regulations: the Public Contracts Regulations 2015.

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Practical Completion Certificate: see clause 2.21.

Priced Document: see the Fifth Recital.

Pricing Options A and B: see the Fifth Recital.

Principal Contractor: the Contractor or other contractor named in Article 6 or any successor appointed by the Employer.

Principal Designer: the Architect/Contract Administrator or other person named in Article 5 or any successor appointed by the Employer.

Provisional Sum: where the Contract Documents include Contract Bills, includes a sum provided in such bills for work, whether or not identified as being for defined or undefined work within the meaning of paragraph 2.9.1 of the Measurement Rules; and

where the Contract Documents do not include Contract Bills, includes a sum provided for work that the Employer may or may not decide to have carried out, or which cannot be accurately specified in the Contract Documents.

Public Holiday: Christmas Day, Good Friday or a day which under the Banking and Financial Dealings Act 1971 is a bank holiday.[28]

Purchaser: any person named or otherwise sufficiently identified as such (whether by class or description) in or by the Rights Particulars to whom the Employer transfers or agrees to transfer his interest in all or part of the Works.

Quantity Surveyor: the person named in Article 4 or any successor nominated or otherwise agreed under clause 3.4.

Recitals: the recitals in the Agreement.

Rectification Period: the period stated as such period in the Contract Particulars (against the reference to clause 2.30) in relation to the Works or (where applicable) a Section.

Relevant Date: see clause 2.25.

Relevant Event: see clause 2.20.

Relevant Matter: see clause 4.17.

Relevant Part: see clause 2.25.

Rights Particulars: see clause 7.3 and the Contract Particulars for that clause.

Schedule of Rates: see the Fifth Recital.

Scheme: Part 1 of the Schedule to The Scheme for Construction Contracts (England and Wales) Regulations 1998.

Sections: (where applicable) the Sections into which the Works have been divided, as referred to in the Eleventh Recital and the Contract Particulars.

Section Completion Certificate: see clause 2.21.2.

Section Sum: see clause 2.29 and the Contract Particulars.

Site Materials: all unfixed materials and goods delivered to and placed on or adjacent to the Works which are intended for incorporation therein.

Specification: where applicable under Pricing Option A, the specification as priced and, where Pricing Option B applies, the unpriced specification. (See the Fourth and Fifth Recitals.)

Specified Perils: see clause 6.8.

Statutory Requirements: any statute, statutory instrument, regulation, rule or order made under any statute or directive having the force of law which affects the Works or performance of any obligations under this Contract and any regulation or bye-law of any local authority or statutory undertaker which

[28] Amend as necessary if different Public Holidays are applicable.

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has any jurisdiction with regard to the Works or with whose systems the Works are, or are to be, connected.

Statutory Undertaker: any local authority or statutory undertaker where executing work solely in pursuance of its statutory obligations, including any persons employed, engaged or authorised by it upon or in connection with that work.

Tenant: any person named or otherwise sufficiently identified as such (whether by class or description) in or by the Rights Particulars to whom the Employer grants or agrees to grant a leasehold interest in all or part of the Works.

Terrorism Cover: see clause 6.8.

Valuation: a valuation by the Quantity Surveyor in accordance with the Valuation Rules, pursuant to clause 5.2.

Valuation Rules: see clauses 5.3 to 5.7.

Variation: see clause 5.1.

VAT: Value Added Tax.

Works: the works briefly described in the First and Second Recitals, as more particularly shown, described or referred to in the Contract Documents, including any changes made to those works in accordance with this Contract.

Works Insurance Policy: the Joint Names Policy or policies covering the Works and Site Materials to be effected and maintained under whichever of Insurance Options A, B or C applies under this Contract.

Work Schedules: where applicable under Pricing Option A, the work schedules as priced (see the Fourth and Fifth Recitals).

Interpretation

1.2 Reference to clauses etc.

Unless otherwise stated, a reference in the Agreement or in these Conditions to a clause or Schedule is to that clause in or Schedule to these Conditions and, unless the context otherwise requires, a reference in a Schedule to a paragraph is to that paragraph of that Schedule.

1.3 Agreement etc. to be read as a whole

The Agreement and these Conditions are to be read as a whole. Nothing contained in any other Contract Document or any Framework Agreement, irrespective of their terms, shall override or modify the Agreement or these Conditions.

1.4 Headings, references to persons, legislation etc.

In the Agreement and these Conditions, unless the context otherwise requires:

1.4.1 the headings, notes and footnotes are included for convenience only and shall not affect the interpretation of this Contract;

1.4.2 the singular includes the plural and vice versa;

1.4.3 a gender includes any other gender;

1.4.4 a reference to a 'person' includes any individual, firm, partnership, company and any other body corporate;

1.4.5 a reference to a statute, statutory instrument or other subordinate legislation ('legislation') is to such legislation as amended and in force from time to time, including any legislation which re-enacts or consolidates it, with or without modification, and including corresponding legislation in any other relevant part of the United Kingdom; and

1.4.6 references to documents shall, where there is a BIM Protocol or other protocol relating to the supply of documents or information, be deemed to include information in a form or medium conforming to that protocol.

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1.5 Reckoning periods of days

Where under this Contract an act is required to be done within a specified period of days after or from a specified date, the period shall begin immediately after that date. Where the period would include a day which is a Public Holiday that day shall be excluded.

1.6 Contracts (Rights of Third Parties) Act 1999

Notwithstanding any other provision of this Contract, nothing in this Contract confers or is intended to confer any right to enforce any of its terms on any person who is not a party to it.

1.7 Notices and other communications

1.7.1 Any notice or other communication between the Parties, or by or to the Architect/Contract Administrator or Quantity Surveyor, that is expressly referred to in the Agreement or these Conditions (including, without limitation, each application, approval, consent, confirmation, counter-notice, decision, instruction or other notification) shall be in writing.

1.7.2 Subject to clause 1.7.4, each such notice or other communication and any documents to be supplied may or (where so required) shall be sent or transmitted by the means (electronic or otherwise) and in such format as the Parties have agreed or may from time to time agree in writing for the purposes of this Contract.[20]

1.7.3 Subject to clauses 1.7.2 and 1.7.4, any notice, communication or document may be given or served by any effective means and shall be duly given or served if delivered by hand or sent by pre-paid post to:

1.7.3.1 the recipient's address stated in the Contract Particulars, or to such other address as the recipient may from time to time notify to the sender; or

1.7.3.2 if no such address is then current, the recipient's last known principal business address or (where a body corporate) its registered or principal office.

1.7.4 Any notice expressly required by this Contract to be given in accordance with this clause 1.7.4 shall be delivered by hand or sent by Recorded Signed for or Special Delivery post. Where sent by post in that manner, it shall, subject to proof to the contrary, be deemed to have been received on the second Business Day after the date of posting.

1.7.5 If in an emergency any communication is made orally with respect to health and safety, risk of damage to property or insurance matters, written confirmation of it shall be sent as soon thereafter as is reasonably practicable.

1.8 Issue of Architect/Contract Administrator's certificates

Each certificate to be issued by the Architect/Contract Administrator under these Conditions shall be issued to the Employer and the Contractor at the same time.

1.9 Effect of Final Certificate

1.9.1 Subject to clause 1.9.2 (and save in respect of fraud), the Final Certificate shall have effect in any proceedings under or arising out of or in connection with this Contract (whether by adjudication, arbitration or legal proceedings) as conclusive evidence that:

1.9.1.1 where and to the extent that any particular quality of any materials or goods or any particular standard of an item of workmanship was expressly described in the Contract Documents, in any instruction issued by the Architect/Contract Administrator under these Conditions or in any drawings or details issued by him under clause 2.9 or 2.10, to be for his approval, the particular quality or standard was to his reasonable satisfaction, but the Final Certificate shall not be conclusive evidence that they or any other materials, goods or workmanship comply with any other requirement or term of this Contract;

1.9.1.2 necessary effect has been given to all the terms of this Contract that require an adjustment to be made to the Contract Sum save where there has been an erroneous inclusion or exclusion of any item or an arithmetical error in any computation, in which event the Final Certificate shall have effect as conclusive

[20] In cases where there is no BIM Protocol, the Parties should agree a communications protocol on or before entering into the Contract, or as soon thereafter as is practicable. See the Intermediate Building Contract Guide.

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evidence as to all other computations;

1.9.1.3 all and only such extensions of time, if any, as are due under clause 2.19 have been given; and

1.9.1.4 the reimbursement of direct loss and/or expense, if any, due to the Contractor as agreed, ascertained or valued in accordance with these Conditions is in final settlement of all and any claims which the Contractor has or may have arising out of the occurrence of any Relevant Matters, whether such claim be for breach of contract, duty of care, statutory duty or otherwise.

1.9.2 The effects of the Final Certificate specified in clause 1.9.1 shall in relation to the subject matter of any adjudication, arbitration or other proceedings be suspended pending the conclusion of such proceedings, and shall thereafter be subject to the terms of any decision, award or judgment in and any settlement of those proceedings:

1.9.2.1 where those proceedings are commenced before or within 28 days after the date of issue of the Final Certificate; or

1.9.2.2 in the case of an adjudication commenced within the period referred to in clause 1.9.2.1 in which the Adjudicator gives his decision after the date of issue of the Final Certificate, where arbitration or legal proceedings to determine the dispute or difference in question are commenced within 28 days of the date of that decision

but not otherwise.

1.9.3 For the purposes of clause 1.9.2 any proceedings shall be treated as concluded if during any period of 12 months commencing on or after the issue of the Final Certificate neither Party takes a further step in them.

1.10 Effect of certificates other than Final Certificate

Save as stated in clause 1.9 no certificate of the Architect/Contract Administrator shall of itself be conclusive evidence that any works, any materials or goods to which the certificate relates are in accordance with this Contract.

1.11 Consents and approvals

1.11.1 Where consent or approval of either Party or the Architect/Contract Administrator is expressly required under these Conditions and is requested, then, except as provided in clause 1.11.2, such consent or approval shall not be unreasonably delayed or withheld.

1.11.2 In the following cases the giving of consent or approval shall be at the sole discretion of the Party from whom it is sought and clause 1.11.1 shall not apply, namely the Employer's consent under clause 2.9 or 2.30 and either Party's consent under clause 7.1.

1.12 Applicable law

This Contract shall be governed by and construed in accordance with the law of England.[30]

[30] Where the Parties do not wish the law applicable to this Contract to be the law of England appropriate amendments should be made.

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Section 2

Carrying out the Works

Contractor's Obligations

2.1 General obligations

The Contractor shall carry out and complete the Works in a proper and workmanlike manner and in compliance with the Contract Documents, the Construction Phase Plan and Statutory Requirements, and shall give all notices required by the Statutory Requirements. In relation to the Contractor's Designed Portion, the Contractor shall:

2.1.1 complete the design for the Contractor's Designed Portion, including the selection of any specifications for the kinds and standards of the materials, goods and workmanship to be used in the CDP Works, so far as not described or stated in the Employer's Requirements or the Contractor's Proposals;

2.1.2 comply with the Architect/Contract Administrator's directions for the integration of the design of the Contractor's Designed Portion with the design of the Works as a whole, subject to the provisions of clause 3.8.2; and

2.1.3 in complying with this clause 2.1, comply with regulations 8 to 10 of the CDM Regulations.

2.2 Materials, goods and workmanship

2.2.1 Insofar as the quality of materials or goods or standards of workmanship are stated to be a matter for the Architect/Contract Administrator's approval, such quality and standards shall be to his reasonable satisfaction. To the extent that the quality of materials and goods or standards of workmanship are neither described in the Contract Documents nor stated to be a matter for such approval or satisfaction, they shall in the case of the Contractor's Designed Portion be of a standard appropriate to it and shall in any other case be of a standard appropriate to the Works.

2.2.2 The Contractor shall take all reasonable steps to encourage Contractor's Persons to be registered cardholders under the Construction Skills Certification Scheme (CSCS) or qualified under an equivalent recognised qualification scheme.

2.3 Fees and charges

The Contractor shall pay all fees and charges in respect of the Works legally recoverable from him. The amount of any such fees or charges (including any rates or taxes other than VAT) shall be added to the Contract Sum unless they are required by the Priced Document or Specification to have been included in the Contract Sum or relate solely to the Contractor's Designed Portion.

Possession

2.4 Date of Possession – progress

On the Date of Possession possession of the site or, in the case of a Section, possession of the relevant part of the site shall be given to the Contractor who shall thereupon begin the construction of the Works or Section and regularly and diligently proceed with and complete the same on or before the relevant Completion Date. For Works insurance purposes the Contractor shall retain possession:

2.4.1 of the site and the Works up to and including the date of issue of the Practical Completion Certificate; or

2.4.2 of each Section and the relevant part of the site up to and including the date of issue of the Section Completion Certificate for that Section and, in respect of any balance of the site, up to and including the date of issue of the Practical Completion Certificate

and, subject to clause 2.25 and section 8, the Employer shall not be entitled to take possession of any part or parts of the Works or Section until such date.

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2.5 Deferment of possession

If the Contract Particulars state that clause 2.5 applies in respect of the Works or a Section, the Employer may defer the giving of possession of the site or relevant part of it for a period not exceeding 6 weeks or lesser period stated in the Contract Particulars, calculated from the relevant Date of Possession.

2.6 Early use by Employer

2.6.1 Notwithstanding clause 2.4, the Employer may, with the Contractor's consent, use or occupy the site or the Works or part of them, whether for storage or otherwise, before the date of issue of the Practical Completion Certificate or relevant Section Completion Certificate. Before the Contractor gives his consent to such use or occupation, the Party responsible for the Works Insurance Policy and/or, where there are Existing Structures, for any insurance cover relating to them shall notify the insurers and obtain confirmation that such use or occupation will not prejudice the insurance.

2.6.2 Where Insurance Option A applies and/or the Contractor is to cover his own or any other risks in relation to any Existing Structures and any insurers' confirmation is conditional on an additional premium being paid, the Contractor shall notify the Employer of its amount. If the Employer continues to require such use or occupation, any additional premium shall be added to the Contract Sum and the Contractor shall if requested produce the receipt for it to the Employer.

2.7 Work not forming part of the Contract

In regard to any work not forming part of this Contract which the Employer requires to be carried out by the Employer himself or by any Employer's Person:

2.7.1 where the Contract Documents provide the information necessary to enable the Contractor to carry out and complete the Works or each relevant Section in accordance with this Contract, the Contractor shall permit the execution of such work;

2.7.2 where the Contract Documents do not provide the information referred to in clause 2.7.1, the Employer may with the Contractor's consent arrange for the execution of that work.

Supply of Documents, Setting Out etc.

2.8 Contract Documents

2.8.1 The Contract Documents and (where Pricing Option B applies) the Priced Document shall remain in the custody of the Employer and shall be available at all reasonable times for inspection by the Contractor.

2.8.2 Immediately after the execution of this Contract the Architect/Contract Administrator, without charge to the Contractor, shall (unless previously provided or unless the BIM Protocol or other communications protocol requires otherwise) provide him with:

2.8.2.1 one copy, certified on behalf of the Employer, of the Contract Documents; and

2.8.2.2 two further copies of the Contract Drawings and the Contract Bills/Specification/Work Schedules.

2.8.3 None of the documents referred to in this clause 2.8 that are provided to the Contractor shall be used by him for any purpose other than this Contract, and (subject only to clause 2.8.4) the Employer, the Architect/Contract Administrator and the Quantity Surveyor shall not divulge or use except for the purposes of this Contract any of the rates or prices in the Priced Document.

2.8.4 Where the Employer is a Local or Public Authority or other body of the type mentioned in Supplemental Provision 7, his obligations of confidentiality shall be subject to that Supplemental Provision.

2.9 Levels and setting out of the Works

The Architect/Contract Administrator shall determine any levels required for the execution of the Works and, subject to clause 2.10.2.2, shall provide the Contractor by way of accurately dimensioned drawings with such information as shall enable the Contractor to set out the Works. The Contractor

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shall be responsible for, and shall at no cost to the Employer amend, any errors arising from his own inaccurate setting out. With the Employer's consent, the Architect/Contract Administrator may instruct that such errors shall not be amended and an appropriate deduction may be made from the Contract Sum for those that are not required to be amended.

2.10 Construction information

2.10.1 Unless prevented by an act or default of the Contractor or any Contractor's Person, the Architect/Contract Administrator shall ensure that the information referred to in the Information Release Schedule is released at the time stated in that schedule. The Employer and Contractor may agree to vary any such time, such agreement not to be unreasonably withheld.

2.10.2 In relation to the CDP Works, the Contractor, in addition to complying with clause 2.1, shall as and when necessary from time to time and without charge provide the Architect/Contract Administrator with such Contractor's Design Documents as are reasonably necessary to explain or amplify the Contractor's Proposals, including:

2.10.2.1 such related calculations and information as may be requested; and

2.10.2.2 all levels and setting out dimensions which the Contractor prepares or uses for the purposes of carrying out and completing the Contractor's Designed Portion.

2.10.3 The Contractor's Design Documents to be provided pursuant to clause 2.10.2 shall be submitted to the Architect/Contract Administrator in accordance with the Design Submission Procedure and the Contractor shall not commence any work to which such a document relates before that procedure has been complied with.

2.11 Further drawings, details and instructions

2.11.1 Where not included in the Information Release Schedule, the Architect/Contract Administrator shall from time to time, without charge to the Contractor, provide him with such further drawings or details as are reasonably necessary to explain and amplify the Contract Drawings and shall issue such instructions (including those for or in regard to the expenditure of Provisional Sums) as are necessary to enable the Contractor to carry out and complete the Works in accordance with this Contract.

2.11.2 The further drawings, details and instructions shall be provided or given at the time the Contractor reasonably requires them, having regard to the progress of the Works, or, if in the Architect/Contract Administrator's opinion practical completion of the Works or relevant Section is likely to be achieved before the relevant Completion Date, having regard to that Completion Date.

2.11.3 Where the Contractor has reason to believe that the Architect/Contract Administrator is not aware of the time by which the Contractor needs to receive such further drawings, details or instructions, he shall, so far as reasonably practicable, give such advance notice to the Architect/Contract Administrator as should enable the Architect/Contract Administrator to comply with that requirement.

Errors, Inconsistencies and Divergences

2.12 Bills of Quantities

2.12.1 Where there are Contract Bills, then, unless in respect of any specified item or items it is otherwise specifically stated in them, those bills are to have been prepared in accordance with the Measurement Rules.

2.12.2 If in the Contract Bills there is any unstated departure from the method of preparation referred to in clause 2.12.1 or any error in description or in quantity or any omission of items (including any error in or omission of information in any item which is the subject of a Provisional Sum for defined work), the departure, error or omission shall be corrected. Where the description of a Provisional Sum for defined work does not provide the information required by the Measurement Rules, the description shall be corrected so that it does provide that information.

2.13 Instructions on errors, omissions and inconsistencies

2.13.1 The Architect/Contract Administrator shall issue instructions in regard to any such

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departure, error or omission as is referred to in clause 2.12 and in relation to any error in description or quantity, any omission or any inconsistency in or between any of the following, namely:

2.13.1.1 the Contract Documents;

2.13.1.2 any instruction issued by the Architect/Contract Administrator under these Conditions;

2.13.1.3 any drawings or documents issued by the Architect/Contract Administrator under any of clauses 2.9 to 2.11; and

2.13.1.4 the Contractor's Design Documents.

2.13.2 No such departure, error, omission or inconsistency shall vitiate this Contract.

2.13.3 If the Contractor becomes aware of any such departure, error, omission or inconsistency as is referred to in clause 2.12 or 2.13.1:

2.13.3.1 he shall immediately give notice to the Architect/Contract Administrator with appropriate details; and

2.13.3.2 in the case of an inconsistency within the Employer's Requirements that is not dealt with in the Contractor's Proposals in a manner consistent with Statutory Requirements or in the case of an inconsistency within or between the Contractor's Proposals and/or other Contractor's Design Documents, he shall as soon as practicable after its discovery make proposals for the necessary amendments.

2.13.4 Where an inconsistency within the Employer's Requirements is dealt with in the Contractor's Proposals in a manner consistent with Statutory Requirements, the Contractor's Proposals shall prevail.

2.14 Instructions – additions to Contract Sum, exceptions

Where instructions under clause 2.13.1 vary the quality or quantity of work included in the Contract Sum, as referred to in clause 4.1, or in any other manner constitute a Variation, they shall be valued in accordance with section 5, save and provided always that no extension of time shall be given and there shall be no addition to the Contract Sum in respect of:

2.14.1 instructions for the correction of any error, omission or inconsistency within or between the Contractor's Proposals and/or other Contractor's Design Documents or requiring a Variation of work not comprised in the Contractor's Designed Portion that is necessitated by any such error, omission or inconsistency or its correction; or

2.14.2 any delay or suspension caused by the Contractor's failure to comply with clause 2.1.3 or to provide in due time any Contractor's Design Documents or related calculations or information either:

2.14.2.1 as required by clause 2.10.3; or

2.14.2.2 in response to a request from the Architect/Contract Administrator that specifies the documents or information and date by which it is reasonably necessary for him to receive them, having regard to the progress of the Works.

2.15 Divergences from Statutory Requirements

2.15.1 If the Contractor or Architect/Contract Administrator becomes aware of a divergence between the Statutory Requirements and a document referred to in clause 2.13, he shall immediately give the other notice specifying the divergence and, where it is between the Statutory Requirements and the Employer's Requirements, the Contractor's Proposals or other Contractor's Design Documents, the Contractor shall notify the Architect/Contract Administrator of his proposed amendment for removing it.

2.15.2 Within 7 days of becoming aware of such divergence (or, where applicable, within 14 days of receipt of the Contractor's proposed amendment), the Architect/Contract Administrator shall issue instructions in that regard, in relation to which:

2.15.2.1 if the divergence is between the Statutory Requirements and the Employer's

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Requirements, the Contractor's Proposals or other Contractor's Design Documents, the Contractor shall comply at no cost to the Employer unless after the Base Date there is a change in the Statutory Requirements which necessitates an alteration or modification to the Contractor's Designed Portion, in which event the instruction shall to that extent be treated as a Variation of the Employer's Requirements; and

2.15.2.2 in any other case, if and insofar as those instructions require the Works to be varied, they shall be treated as a Variation.

2.15.3 Provided the Contractor is not in breach of clause 2.15.1, the Contractor shall not be liable under this Contract if the Works (other than the CDP Works) do not comply with the Statutory Requirements to the extent that the non-compliance results from the Contractor having carried out work in accordance with any of the documents referred to in clauses 2.13.1.1 to 2.13.1.3, other than the Employer's Requirements, the Contractor's Proposals or other Contractor's Design Documents.

2.16 Emergency compliance with Statutory Requirements

2.16.1 If in an emergency compliance with the Statutory Requirements necessitates the Contractor supplying materials and/or executing work before receiving instructions under clause 2.15.2, the Contractor shall supply such limited materials and execute such limited work as are reasonably necessary to secure immediate compliance.

2.16.2 The Contractor shall forthwith notify the Architect/Contract Administrator of the emergency and the steps that he is taking under clause 2.16.1.

2.16.3 Where the emergency arises from a divergence between the Statutory Requirements and any of the documents referred to in clauses 2.13.1.1 to 2.13.1.3 other than the Employer's Requirements, the Contractor's Proposals or other Contractor's Design Documents, then, provided that the Contractor has complied with clause 2.16.2, the execution and supply of work and materials under clause 2.16.1 shall be treated as a Variation.

Unfixed Materials and Goods – property, risk etc.

2.17 Materials and goods – on site

Site Materials shall not be removed from storage on or adjacent to the Works except for use on the Works without the Architect/Contract Administrator's consent. Where their value has in accordance with clause 4.9.1.2 been included in any Interim Certificate under which the amount properly due to the Contractor has been paid by the Employer, they shall upon such payment become the Employer's property, but, subject to Insurance Option B or C (if applicable), the Contractor shall remain responsible for loss or damage to them.

2.18 Materials and goods – off site

Where the value of any Listed Items has in accordance with clause 4.10 been included in any Interim Certificate under which the amount properly due to the Contractor has been paid by the Employer, those items shall become the Employer's property and thereafter the Contractor shall not, except for use upon the Works, remove or cause or permit them to be moved or removed from the premises where they are. The Contractor shall be responsible for any loss of or damage to them and for the cost of their storage, handling and insurance until they are delivered to and placed on or adjacent to the Works. As from such delivery the provisions of clause 2.17 (except the words "Where their value" to "Employer's property, but,") shall apply to such items.

Adjustment of Completion Date

2.19 Notice of delay – extensions

2.19.1 If and whenever it becomes reasonably apparent that the progress of the Works or any Section is being or is likely to be delayed the Contractor shall forthwith give the Architect/Contract Administrator notice of the cause of the delay. If in the Architect/Contract Administrator's opinion completion of the Works or Section has been, is being or is likely to be delayed beyond the relevant Completion Date by any of the Relevant Events, then, save where these Conditions expressly provide otherwise, the Architect/Contract Administrator, as soon as he is able to estimate the length of the delay beyond that date, shall by notice to

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the Contractor give a fair and reasonable extension of time for completion of the Works or Section.

2.19.2 If any Relevant Event referred to in clauses 2.20.1 to 2.20.6 occurs after the relevant Completion Date but before practical completion is achieved, the Architect/Contract Administrator, as soon as he is able to estimate the length of the delay, if any, to the Works or any Section resulting from that event, shall by notice give a fair and reasonable extension of time for completion of the Works or Section.

2.19.3 At any time up to 12 weeks after the date of practical completion of the Works or Section, the Architect/Contract Administrator may give an extension of time in accordance with the provisions of this clause 2.19, whether on reviewing a previous decision or otherwise and whether or not the Contractor has given notice as referred to in clause 2.19.1. Such an extension of time shall not reduce any extension previously given.

2.19.4 Provided always that the Contractor shall:

2.19.4.1 constantly use his best endeavours to prevent delay and do all that may reasonably be required to the satisfaction of the Architect/Contract Administrator to proceed with the Works or Section; and

2.19.4.2 provide such information required by the Architect/Contract Administrator as is reasonably necessary for the purposes of this clause 2.19.

2.19.5 In this clause 2.19 and, so far as relevant, in the other clauses of these Conditions, any reference to delay or extension of time includes any further delay or further extension of time.

2.20 Relevant Events

The following are the Relevant Events referred to in clause 2.19:

2.20.1 Variations and any other matters or instructions which under these Conditions are to be treated as, or as requiring, a Variation;

2.20.2 Architect/Contract Administrator's instructions:

2.20.2.1 under any of clauses 2.13, 3.12 or 3.13 (excluding, where there are Contract Bills, an instruction for expenditure of a Provisional Sum for defined work);

2.20.2.2 (to the extent provided therein) under clause 3.7 and Schedule 2; or

2.20.2.3 for the opening up for inspection or testing of any work, materials or goods under clause 3.14 or 3.15.1 (including making good), unless the inspection or test shows that the work, materials or goods are not in accordance with this Contract;

2.20.3 deferment of the giving of possession of the site or any Section under clause 2.5;

2.20.4 the execution of work for which an Approximate Quantity is not a reasonably accurate forecast of the quantity of work required;

2.20.5 suspension by the Contractor under clause 4.14 of the performance of any or all of his obligations under this Contract;

2.20.6 any impediment, prevention or default, whether by act or omission, by the Employer, the Architect/Contract Administrator, the Quantity Surveyor or any Employer's Person, except to the extent caused or contributed to by any default, whether by act or omission, of the Contractor or any Contractor's Person;

2.20.7 the carrying out by a Statutory Undertaker of work in pursuance of its statutory obligations in relation to the Works, or the failure to carry out such work;

2.20.8 exceptionally adverse weather conditions;

2.20.9 loss or damage occasioned by any Specified Peril;

2.20.10 civil commotion or the use or threat of terrorism and/or the activities of the relevant authorities in dealing with such event or threat;

2.20.11 strike, lock-out or local combination of workmen affecting any trade employed upon the Works or engaged in the preparation, manufacture or transportation of any of the goods or materials required for them or any persons engaged in design work for the Contractor's Designed Portion;

2.20.12 the exercise after the Base Date by the United Kingdom Government or any Local or Public Authority of any statutory power that is not occasioned by a default of the Contractor or any Contractor's Person but which directly affects the execution of the Works;

2.20.13 force majeure.

Practical Completion, Lateness and Liquidated Damages

2.21 Practical completion and certificates

When in the Architect/Contract Administrator's opinion practical completion of the Works or a Section is achieved and the Contractor has complied sufficiently with clauses 2.32 and 3.18 in respect of the supply of documents and information, then:

2.21.1 in the case of the Works, the Architect/Contract Administrator shall forthwith issue a certificate to that effect ('the Practical Completion Certificate');

2.21.2 in the case of a Section, he shall forthwith issue a certificate of practical completion of that Section (a 'Section Completion Certificate');

and practical completion of the Works or the Section shall be deemed for all the purposes of this Contract to have taken place on the date stated in that certificate.

2.22 Certificate of non-completion

If the Contractor fails to complete the Works or a Section by the relevant Completion Date, the Architect/Contract Administrator shall issue a certificate to that effect. If an extension of time is made after the issue of such a certificate, the extension shall cancel that certificate and the Architect/Contract Administrator shall where necessary issue a further certificate.

2.23 Liquidated damages for non-completion

2.23.1 Provided:

2.23.1.1 the Architect/Contract Administrator has issued a certificate under clause 2.22; and

2.23.1.2 the Employer has notified the Contractor before the date of the Final Certificate that he may require payment of, or may withhold or deduct, liquidated damages, the Employer may, not later than 5 days before the final date for payment of the amount payable under clause 4.21, give notice to the Contractor in the terms set out in clause 2.23.2.

2.23.2 A notice from the Employer under clause 2.23.1 shall state that for the period between the Completion Date and the date of practical completion of the Works or that Section:

2.23.2.1 he requires the Contractor to pay liquidated damages at the rate stated in the Contract Particulars, or lesser rate stated in the notice, in which event the Employer may recover the same as a debt; and/or

2.23.2.2 that he will withhold or deduct liquidated damages at the rate stated in the Contract Particulars, or at such lesser stated rate, from sums due to the Contractor.[31]

2.23.3 If the Employer in relation to the Works or a Section has notified the Contractor in accordance with clause 2.23.1.2 that he may require payment of, or may withhold or deduct, liquidated damages, then, unless the Employer states otherwise in writing, clause 2.23.1.2 shall remain satisfied in relation to the Works or Section, notwithstanding the cancellation of any certificate and issue of any further certificate under clause 2.22.

[31] In addition to the notice under clause 2.23.2, the Employer, if he intends to withhold or deduct all or any of the liquidated damages payable, must give the appropriate Pay Less Notice under clause 4.12.5.

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2.24 Repayment of liquidated damages

If after the operation of clause 2.23 an extension of time is given and the relevant certificate under clause 2.22 is cancelled the Employer shall pay or repay to the Contractor any amounts deducted or recovered under clause 2.23 in respect of the period of the extension.

Partial Possession by Employer

2.25 Contractor's consent

If at any time or times before the date of issue by the Architect/Contract Administrator of the Practical Completion Certificate or relevant Section Completion Certificate the Employer wishes to take possession of any part or parts of the Works or a Section and the Contractor's consent has been obtained, then, notwithstanding anything expressed or implied elsewhere in this Contract, the Employer may take possession of such part or parts. The Architect/Contract Administrator shall thereupon give the Contractor notice on behalf of the Employer identifying the part or parts taken into possession and giving the date when the Employer took possession ('the Relevant Part' and 'the Relevant Date' respectively).

2.26 Practical completion date

Practical completion of the Relevant Part shall be deemed to have occurred, and the Rectification Period in respect of the Relevant Part shall be deemed to have commenced, on the Relevant Date.

2.27 Defects etc. – Relevant Part

When in the Architect/Contract Administrator's opinion any defects, shrinkages or other faults in the Relevant Part which he has required to be made good under clause 2.30 have been made good, he shall issue a certificate to that effect.

2.28 Insurance – Relevant Part

As from the Relevant Date the Works insurance obligation under Insurance Option A, B or C.2, whichever applies, shall cease in respect of the Relevant Part (but not otherwise) and the Existing Structures (if any) shall from that date be deemed to include the Relevant Part.

2.29 Liquidated damages – Relevant Part

As from the Relevant Date, the rate of liquidated damages stated in the Contract Particulars in respect of the Works or Section containing the Relevant Part shall reduce by the same proportion as the value of the Relevant Part bears to the Contract Sum or to the relevant Section Sum, as shown in the Contract Particulars.

Defects

2.30 Rectification

Any defects, shrinkages or other faults in the Works or a Section which appear and are notified by the Architect/Contract Administrator to the Contractor not later than 14 days after the expiry of the Rectification Period, and which are due to materials, goods or workmanship not in accordance with this Contract, shall at no cost to the Employer be made good by the Contractor unless the Architect/Contract Administrator with the Employer's consent shall otherwise instruct. If he does so otherwise instruct, an appropriate deduction shall be made from the Contract Sum in respect of the defects, shrinkages or other faults not made good.

2.31 Certificate of making good

The Architect/Contract Administrator shall, when in his opinion the Contractor's obligations under clause 2.30 have been discharged, issue a certificate to that effect.

CDP Design Work

2.32 As-built Drawings

The Contractor, in addition to his obligations under the CDM Regulations in relation to information for the health and safety file, shall, before practical completion of the Works or relevant Section and

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without further charge to the Employer, supply for retention and use by the Employer such Contractor's Design Documents and related information as is specified in the Contract Documents or as the Employer may reasonably require that show or describe the Contractor's Designed Portion as built or relate to the maintenance and operation of it or its installations.

2.33 Copyright and use

2.33.1 Subject to all sums due and payable under this Contract to the Contractor having been paid, the Employer shall have an irrevocable, royalty-free, non-exclusive licence to copy and use the Contractor's Design Documents and to reproduce the designs and content of them for any purpose relating to the Works including, without limitation, the construction, completion, maintenance, letting, sale, promotion, advertisement, reinstatement, refurbishment and repair of the Works. That licence shall enable the Employer to copy and use the Contractor's Design Documents for an extension of the Works but shall not include any right or licence to reproduce the designs contained in them for any such extension.

2.33.2 The licence shall be assignable to any owner from time to time of the Works or any part of them and may be sub-licensed to any owner or tenant of the Works or part of them and to any person engaged for the purposes permitted by clause 2.33.1.

2.33.3 The Contractor shall not be liable for any use by the Employer of any of the Contractor's Design Documents for any purpose other than that for which they were prepared.

2.34 Design liabilities and limitation

2.34.1 Insofar as the design of the Contractor's Designed Portion is comprised in the Contractor's Proposals and in what he is to complete in accordance with the Employer's Requirements and these Conditions (including any further design that he is required to carry out as a result of a Variation), the Contractor shall in respect of any inadequacy in such design have the same liability to the Employer, whether under statute or otherwise, as would an architect or other appropriate professional designer who holds himself out as competent to take on work for such design and who, acting independently under a separate contract with the Employer, has supplied such design for or in connection with works to be carried out and completed by a building contractor who is not the supplier of the design.

2.34.2 Where and to the extent that this Contract involves the Contractor in taking on work for or in connection with the provision of a dwelling or dwellings, the clause 2.34.1 reference to the Contractor's liability includes liability under the Defective Premises Act 1972.

2.34.3 Where or to the extent that this Contract does not involve the Contractor in taking on work for or in connection with the provision of a dwelling or dwellings to which that Act applies, the Contractor's liability for loss of use, loss of profit or other consequential loss arising in respect of the liability of the Contractor referred to in clause 2.34.1 shall be limited to the amount, if any, stated in the Contract Particulars; but such a limitation shall not apply to or be affected by any liability for liquidated damages under clause 2.23.

2.34.4 Subject to clause 2.15, the Contractor shall not be responsible for the contents of the Employer's Requirements or for verifying the adequacy of any design contained within them.

2.34.5 If an inadequacy is found in any design in the Employer's Requirements and the Contractor under clause 2.34.4 is not responsible for verifying its adequacy, then, if or to the extent that that inadequacy is not dealt with in the Contractor's Proposals, the Employer's Requirements shall be altered or modified accordingly and, subject to clause 2.15, any such correction, alteration or modification shall be treated as a Variation.

Section 3

Control of the Works

Access and Representatives

3.1 Access for Architect/Contract Administrator

The Architect/Contract Administrator and any person authorised by him shall at all reasonable times have access to the Works and elsewhere to any work which is being prepared for or is to be utilised in the Works but subject to any reasonable restrictions necessary to protect any proprietary rights.

3.2 Person-in-charge

The Contractor shall ensure that at all reasonable times he has on the site a competent person-in-charge and any instructions given to that person by the Architect/Contract Administrator shall be deemed to have been issued to the Contractor.

3.3 Clerk of works

The Employer shall be entitled to appoint a clerk of works whose duty shall solely be to act as inspector on behalf of the Employer under the Architect/Contract Administrator's directions.

3.4 Replacement of Architect/Contract Administrator or Quantity Surveyor

3.4.1

If the Architect/Contract Administrator or Quantity Surveyor at any time ceases to hold that post, the Employer shall within 14 days of the cessation nominate a replacement. Except where the Employer is a Local or Public Authority and the nominated replacement is an official of it, if the Contractor objects for reasons considered sufficient by a person appointed under the dispute resolution procedures of this Contract, the Employer shall nominate an acceptable replacement.

3.4.2

No replacement Architect/Contract Administrator appointed for this Contract shall be entitled to disregard or overrule any certificate, opinion, decision, consent or instruction given by any predecessor in that post, save to the extent that that predecessor is still in the post would then have had power under this Contract to do so.

Sub-Contracting

3.5 Consent to sub-contracting

The Contractor shall not without the Architect/Contract Administrator's consent sub-contract the whole or any part of the Works other than in accordance with clause 3.7 or sub-contract the design for the CDP Works. In no case shall any such consent or any sub-contracting in any way affect the Contractor's obligations under any other provision of this Contract.

3.6 Conditions of sub-contracting

Where considered appropriate, the Contractor shall engage the sub-contractor using the relevant version of the JCT Intermediate Building Sub-Contract. It shall be a condition of any sub-contract that[36]:

3.6.1

the sub-contractor's employment under the sub-contract shall terminate immediately upon the termination (for any reason) of the Contractor's employment under this Contract;

3.6.2

the sub-contract shall provide:

3.6.2.1

that, except for use on the Works, no Site Materials delivered to the Works by or for the sub-contractor shall be removed without the Contractor's written consent (such consent not to be unreasonably delayed or withheld) and (in addition to

[32] The JCT Intermediate Sub-Contracts (ICSub and ICSub/D) meet the requirements of clause 3.6 and also those of paragraph 3 of the JCT fluctuations provision (Schedule 4).

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any provision for earlier vesting in the Contractor of title to any Listed Items for the purposes of clause 4.10.2.1 of these Conditions) that:

3.6.2.1.1 where, in accordance with clauses 4.8 and 4.9 of these Conditions, the value of any Site Materials has been included in any Interim Certificate under which the amount properly due to the Contractor has been paid to him, they shall upon such payment become, and the sub-contractor shall not deny that they have become, the Employer's property;

3.6.2.1.2 if the Contractor pays the sub-contractor for any Site Materials before their value is included in an Interim Certificate, they shall upon such payment become the Contractor's property;

3.6.2.2 that the sub-contractor shall give access to work in accordance with clause 3.1 of these Conditions;

3.6.2.3 that each party to the sub-contract shall in relation to the Works and the site comply with applicable CDM Regulations;

3.6.2.4 in terms equivalent to those of clause 4.12.6 of these Conditions, that if by a final date for payment under the sub-contract the Contractor fails to pay the sub-contractor any amount that should properly have been paid, the Contractor shall, in addition to that amount, pay simple interest on it at the Interest Rate for the period from the final date for payment until such payment is made;

3.6.2.5 that where the Rights Particulars provide for the execution and delivery of collateral warranties by the sub-contractor:

3.6.2.5.1 the sub-contract and, where applicable, those collateral warranties shall if those particulars require be executed as deeds;

3.6.2.5.2 any collateral warranty required shall be executed and delivered by the sub-contractor within 14 days of receipt of the Contractor's notice requiring execution;

3.6.2.5.3 the terms of and those governing such collateral warranties shall in each case be consistent with those of clause 2.18 of the JCT Intermediate Sub-Contract Conditions;

3.6.3 where documents or information and/or the grant of licences are or may be required from the sub-contractor for the BIM Protocol, where applicable, and/or for the purposes of clauses 2.32 and 3.18 of these Conditions, the sub-contract shall also provide for the supply and grant to and by the sub-contractor of all information and licences reasonably necessary for that purpose.

The Contractor shall not give such consent as is referred to in clause 3.6.2.1 without the Architect/Contract Administrator's prior consent under clause 2.17 of these Conditions.

3.7 Named Sub-Contractors

Where it is stated in the Contract Bills/Specification/Work Schedules that work described therein for pricing by the Contractor is to be executed by a named person who is to be employed by the Contractor as a sub-contractor (the 'Named Sub-Contractor') the Contractor shall not later than 21 days after entering into this Contract enter into a sub-contract with such person using the Intermediate Named Sub-Contract Agreement ICSub/NAM/A. The provisions of Schedule 2 shall apply with respect to any such sub-contract and with respect to an instruction as to the expenditure of a Provisional Sum under clause 3.13 where the Architect/Contract Administrator requires work to be executed by a named person.

Architect/Contract Administrator's Instructions

3.8 Compliance with instructions

The Contractor shall forthwith comply with all instructions issued to him which these Conditions empower the Architect/Contract Administrator to issue, save that:

3.8.1 where an instruction requires a Variation of the type referred to in clause 5.1.2, the

Contractor need not comply to the extent that he notifies a reasonable objection to it to the Architect/Contract Administrator;

3.8.2 if the Contractor considers that compliance with any direction under clause 2.1.2 or any instruction would adversely affect the efficacy of the design of the Contractor's Designed Portion or his compliance with applicable CDM Regulations and if within 7 days of receipt of the direction or instruction he gives notice to the Architect/Contract Administrator specifying that adverse effect, the direction or instruction shall not take effect unless and until confirmed by the Architect/Contract Administrator.

3.9 Non-compliance with instructions

Subject to clause 3.8, if within 7 days after receipt of a notice from the Architect/Contract Administrator requiring compliance with an instruction the Contractor does not comply, the Employer may employ and pay other persons to execute work of any kind that may be necessary to give effect to that instruction. The Contractor shall be liable for all additional costs incurred by the Employer in connection with such employment and an appropriate deduction may be made from the Contract Sum.

3.10 Provisions empowering instructions

On receipt of an instruction the Contractor may request the Architect/Contract Administrator to notify him which provision of these Conditions empowers its issue and the Architect/Contract Administrator shall forthwith comply with the request. If the Contractor thereafter complies with that instruction with neither Party then having invoked any dispute resolution procedure under this Contract to establish the Architect/Contract Administrator's powers in that regard, the instruction shall be deemed to have been duly given under the specified provision.

3.11 Instructions requiring Variations

3.11.1 The Architect/Contract Administrator may issue instructions requiring a Variation.

3.11.2 Any instruction of the type referred to in clause 5.1.2 shall be subject to the Contractor's right of reasonable objection set out in clause 3.8.1.

3.11.3 In respect of the Contractor's Designed Portion, any instruction requiring a Variation shall be an alteration to or modification of the Employer's Requirements.

3.11.4 The Architect/Contract Administrator may sanction in writing any Variation made by the Contractor otherwise than pursuant to an instruction.

3.11.5 No Variation required or sanctioned by the Architect/Contract Administrator shall vitiate this Contract.

3.12 Postponement of work

The Architect/Contract Administrator may issue instructions in regard to the postponement of any work to be executed under this Contract.

3.13 Instructions on Provisional Sums

The Architect/Contract Administrator shall issue instructions in regard to the expenditure of Provisional Sums included in the Contract Bills/Specification/Work Schedules or in the Employer's Requirements.

3.14 Inspection – tests

The Architect/Contract Administrator may issue instructions requiring the Contractor to open up for inspection any work covered up or to arrange for or carry out any test of any materials or goods (whether or not already incorporated in the Works) or of any executed work. The cost of that opening up or testing (including the cost of making good) shall be added to the Contract Sum unless provided for in the Contract Bills/Specification/Work Schedules or unless the inspection or test shows that the materials, goods or work are not in accordance with this Contract.

3.15 Work not in accordance with the Contract

3.15.1 If during the carrying-out of the Works any work, materials or goods are found not to be in accordance with this Contract, the Contractor shall forthwith notify the Architect/Contract Administrator of the action which the Contractor proposes immediately to take, at no cost to the Employer, to establish that there is no similar failure in work already executed or

materials or goods already supplied (whether or not incorporated in the Works). If the Architect/Contract Administrator:

3.15.1.1 has not received such notification within 7 days of the finding; or
3.15.1.2 is not satisfied with the action proposed by the Contractor; or
3.15.1.3 because of safety considerations or statutory obligations, is unable to wait for the Contractor's written proposals,

he may issue instructions requiring the Contractor at no cost to the Employer to open up for inspection any work covered up or to arrange for or carry out any test of any materials or goods (whether or not already incorporated in the Works) or any executed work to establish that there is no similar failure, including making good thereafter. The Contractor shall forthwith comply with any such instruction.

3.15.2 If within 10 days of receipt of an instruction under clause 3.15.1, and without affecting his obligation to comply with it, the Contractor gives notice to the Architect/Contract Administrator, objecting to compliance and stating his reasons, and if within 7 days of receipt of that objection the Architect/Contract Administrator does not notify withdrawal of the instruction or its modification to remove the Contractor's objection, then any dispute or difference as to whether the nature or the extent of the opening up for inspection or testing instructed by the Architect/Contract Administrator was reasonable in all the circumstances shall be referred to a person appointed under the dispute resolution procedures of this Contract.
3.15.3 If and to the extent that the person appointed finds the instruction was not reasonable he shall decide the amount, if any, to be paid by the Employer to the Contractor in respect of compliance (including making good) and the consequent extension of time, if any, for completion of the Works or any relevant Section.

3.16 Instructions as to removal of work etc.

3.16.1 The Architect/Contract Administrator may issue instructions in regard to the removal from the site of any work, materials or goods which are not in accordance with this Contract.
3.16.2 If any work is not carried out in a proper and workmanlike manner the Architect/Contract Administrator may issue such instructions to the Contractor as are in consequence reasonably necessary and the Contractor shall comply with them at no cost to the Employer.

3.17 Exclusion of persons from the Works

The Architect/Contract Administrator may (but shall not unreasonably or vexatiously) issue instructions requiring the exclusion from the site of any person employed thereon.

CDM Regulations

3.18 CDM Regulations

Each Party undertakes to the other that in relation to the Works and site he will duly comply with applicable CDM Regulations. In particular but without limitation:

3.18.1 the Employer shall ensure that the Principal Designer carries out his duties and, where the Contractor is not the Principal Contractor, shall ensure that the Principal Contractor carries out his duties under those regulations;
3.18.2 the Contractor in addition to any obligations under clause 2.1.3 shall comply with regulation 15 and, where he is the Principal Contractor, with regulations 12 to 14;[33]
3.18.3 whether or not the Contractor is the Principal Contractor, compliance by the Contractor with his duties under the regulations, including any such directions as are referred to in regulation 15(3), shall be at no cost to the Employer and shall not entitle the Contractor to an extension of time;

[33] Where the Employer is a domestic client, as defined in regulation 2, the Principal Contractor may also be responsible for carrying out certain of the client's duties under regulations 4, 6 and 8. (As to the CDM Regulations generally, see the Intermediate Building Contract Guide.)

ICD 2016
27/06/2024 10:20 UTC
184614804
BCFC Summer Projects 2024 - Intermediate Building Contract with contractor's design, 2016 Edition

3.18.4
if the Employer appoints a replacement for the Principal Designer or Principal Contractor, the Employer shall immediately upon that appointment notify the Contractor with details of the new appointee.

Section 4

Payment

Contract Sum and Adjustment

4.1 Work included in Contract Sum

4.1.1 Where there are Contract Bills, the quality and quantity of the work included in the Contract Sum shall be that set out in those bills and in the Employer's Requirements, the Contractor's Proposals, the CDP Analysis and other Contractor's Design Documents.

4.1.2 Where there are no Contract Bills and save insofar as quantities are given in the Specification or Work Schedules, the quality and quantity of the work included in the Contract Sum shall be that set out in the Contract Documents taken together, provided that if there is any inconsistency between work as stated or shown on the Contract Drawings and any description of that work in the Specification or Work Schedules, the Contract Drawings shall prevail.

4.1.3 Where there are no Contract Bills, but quantities are given for any items in the Specification or Work Schedules, the quality and quantity of the work included in the Contract Sum for those items shall be that set out in the Specification or Work Schedules.

4.2 Adjustment only under the Conditions

The Contract Sum shall not be adjusted or altered in any way other than in accordance with clause 4.3 and other express provisions of these Conditions and, subject to clause 2.13, any error in the computation of the Contract Sum is accepted by the Parties.

4.3 Adjustment of Contract Sum

The Contract Sum shall be adjusted by:

4.3.1 any amount agreed by the Employer and the Contractor in respect of Variations and other work of the types referred to in clause 5.2 and the amount of each Valuation;

4.3.2 (where the Contract Particulars state that a Fluctuations Provision applies) any amounts payable or allowable under that provision;

4.3.3 any other amounts referred to in clause 4.9.2 and the deductions referred to in clause 4.9.3, each as finally ascertained;

4.3.4 the deduction of all Provisional Sums and the value of any work for which an Approximate Quantity is included in the Contract Documents; and

4.3.5 any other amount which under this Contract is to be added to the Contract Sum or may be deducted from it.

4.4 Fluctuations – Named Sub-Contractors

In respect of any amount included in the Contract Sum for work to be executed by a Named Sub-Contractor, the Contract Sum shall be adjusted by the net amount payable to or allowable by him under any applicable fluctuations provision of the Named Sub-Contract Conditions excluding any amount that arises from any extension of the period or periods for completion of the Sub-Contract Works due to an impediment, prevention or default, whether by act or omission, by the Contractor or any of the Contractor's Persons.

Taxes

4.5 VAT

4.5.1 The Contract Sum is exclusive of VAT and in relation to each payment to the Contractor under this Contract, the Employer shall in addition pay the amount of any VAT properly chargeable in respect of it.

4.5.2 If after the Base Date the supply of any goods or services to the Employer becomes exempt from VAT there shall be paid to the Contractor an amount equal to the input tax on the supply to the Contractor of goods and services that contribute to the Works which as a consequence of that exemption the Contractor cannot recover.

4.6 Construction Industry Scheme (CIS)

If the Employer is or at any time up to the payment of the Final Certificate becomes a 'contractor' for the purposes of the CIS$^{[34]}$, his obligation to make any payment under this Contract is subject to the provisions of the CIS.

Payments, Certificates and Notices – general provisions

4.7 Advance payment

Where the Contract Particulars state that clause 4.7 applies, and an advance payment is to be made, it shall be paid to the Contractor on the date and reimbursed to the Employer on the terms stated in the Contract Particulars, save that, if the Contract Particulars state that an advance payment bond is required, payment shall only be made if the Contractor has provided to the Employer a bond in the terms set out in Part 1 of Schedule 3 from a surety approved by the Employer.

4.8 Interim payments – due dates and certificates

4.8.1 During the period up to the due date for the final payment fixed under clause 4.21.3, the monthly due dates for interim payments by the Employer shall in each case be the date 7 days after the relevant Interim Valuation Date.

4.8.2 The Architect/Contract Administrator shall not later than 5 days after each due date issue an Interim Certificate, stating the sum that he considers to be or have been due to the Contractor at the due date, calculated in accordance with clause 4.9, and the basis on which that sum has been calculated.

4.8.3 Interim valuations shall be made by the Quantity Surveyor whenever the Architect/Contract Administrator considers them necessary for ascertaining the sum due in an interim payment.

4.9 Interim payments – calculation of sums due

The amount of each interim payment to be certified under clause 4.8.2 shall, subject to any agreement between the Parties as to stage payments, be the total of the amounts referred to in clauses 4.9.1 and 4.9.2, less the deductions referred to in clause 4.9.3, each calculated as at the Interim Valuation Date, less the cumulative total of the amounts of any advance payment that have then become due for reimbursement to the Employer in accordance with the terms stated in the Contract Particulars for clause 4.7 and less the total of sums stated as due in previous Interim Certificates and any sums paid in respect of any Payment Notice given after the issue of the latest Interim Certificate. The amounts referred to are:

4.9.1 the applicable percentage, as stated in the Contract Particulars, of the total value of:

4.9.1.1 the work properly executed by the Contractor, including any work so executed for which a value has been agreed pursuant to clause 5.2.1 or which has been valued under the Valuation Rules, but excluding any reinstatement work under clause 6.13.4, as referred to in clause 4.9.2;

4.9.1.2 Site Materials, provided they are adequately protected against weather and other casualties and are not on the Works prematurely; and

4.9.1.3 Listed Items (if any) for which the conditions set out in clause 4.10 are satisfied;

those values shall be adjusted, where appropriate, in accordance with any applicable Fluctuations Provision and, where there is an Activity Schedule, the value to be included in respect of the work in each activity to which it relates shall be a proportion of the price stated for the work in that activity equal to the proportion of the work in that activity that has then been properly executed;

4.9.2 the full amount (100%) (to the extent then ascertained) payable to the Contractor or to be

[34] See the Contract Particulars (Eighth Recital and clause 4.6).

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added to the Contract Sum in respect of:

Fees and charges (clause 2.3);

Inspection and testing (clauses 3.14 and 3.15.3);

Contractor's right of suspension – costs and expenses (clause 4.14);

Fluctuations – Named Sub-Contractors (clause 4.4);

Fluctuations under any applicable Fluctuations Provision, other than by means of an adjustment under clause 4.9.1;

Loss and Expense (clause 4.15);

Insurance premiums (clauses 2.6, 6.5, 6.10, 6.11, 6.12.2 and 6.18);

Reinstatement etc. of loss or damage – where Insurance Option B or C applies or to the extent that the work is under clause 6.13.5.3 to be treated as a Variation, reinstatement work under clause 6.13.4;

4.9.3 the ascertained amount of any deductions to be made under clause 2.9 (Levels), 2.30 (Rectification), 3.9 (Non-compliance with instructions), 4.4 (Fluctuations – Named Sub-Contractors), (in the event of a reduction in the premium) 6.10 (Terrorism Cover premiums), 6.12.2 (Evidence of insurance) or 6.17.2 (Breach of Joint Fire Code – Remedial Measures) or any amount under any applicable Fluctuations Provision other than by means of an adjustment under clause 4.9.1.

4.10 Listed Items

The conditions for inclusion of the value of a Listed Item in the amount of an interim payment to be certified under clause 4.8.2 before its delivery to or adjacent to the Works as referred to in clause 4.9.1.3 are:

4.10.1 the Listed Item is in accordance with this Contract;

4.10.2 the Contractor has provided the Architect/Contract Administrator with reasonable proof that:

4.10.2.1 property in the Listed Item is vested in the Contractor; and

4.10.2.2 the Listed Item is and will remain insured against loss or damage for its full value under a policy of insurance protecting the interests of the Employer and the Contractor in respect of the Specified Perils until delivered to, or adjacent to, the Works;

4.10.3 at the premises where the Listed Item is situated pending delivery, there is in relation to that item clear identification of:

4.10.3.1 the Employer as the person to whose order it is held; and

4.10.3.2 the Works as its destination,

each item being either set apart or clearly and visibly marked, individually or as a set, by letters, figures or a pre-determined code; and

4.10.4 for uniquely identified Listed Items, the Contractor, if it is stated in the Contract Particulars as required, has provided a bond in favour of the Employer from a surety approved by the Employer in the terms set out in Part 2 of Schedule 3 ('the required bond') in the amount specified in the Contract Particulars for this clause 4.10.4; or

4.10.5 for Listed Items that are not uniquely identified, the Contractor has provided the required bond in the amount specified in the Contract Particulars for this clause 4.10.5.

4.11 Contractor's Payment Applications and Payment Notices

4.11.1 In relation to any interim payment the Contractor may not later than its Interim Valuation Date or, in the case of the final payment, may at any time prior to issue of the Final Certificate make an application to the Quantity Surveyor (a 'Payment Application'), stating the sum that the Contractor considers to be due to him at the relevant due date, as fixed in accordance with clause 4.8 or 4.21.3, and the basis on which that sum has been calculated.

4.11.2 If a Payment Certificate is not issued in accordance with clause 4.8.2 or 4.21.1, then:

4.11.2.1 where the Contractor has made a Payment Application in accordance with clause 4.11.1, that application is for the purposes of these Conditions a Payment

Notice; or

4.11.2.2 where the Contractor has not made a Payment Application, he may at any time after the last date for issue of the Payment Certificate give a Payment Notice to the Quantity Surveyor, stating the sum that the Contractor considers to have become due to him under clause 4.9 or 4.21.2 at the relevant due date and the basis on which that sum has been calculated.

4.12 Interim and final payments – final date and amount

4.12.1 Subject to clause 4.12.4, the final date for payment of each interim payment and the final payment shall be 14 days from its due date.

4.12.2 Subject to any Pay Less Notice given by the paying Party under clause 4.12.5, the paying Party shall pay the sum stated as due in the Payment Certificate on or before the final date for payment.

4.12.3 If a Payment Certificate is not issued in accordance with clause 4.8.2 or 4.21.1, but a Payment Notice has been or is then given, the Employer shall, subject to any Pay Less Notice under clause 4.12.5, pay the Contractor the sum stated as due in the Payment Notice.

4.12.4 Where a Payment Notice is given under clause 4.11.2.2, the final date for payment of the sum specified in it shall for all purposes be regarded as postponed by the same number of days as the number of days after the last date for issue of the Payment Certificate that the Payment Notice is given.

4.12.5 Where:

4.12.5.1 the Employer intends to pay less than the sum stated as due from him in a Payment Certificate or Payment Notice; or

4.12.5.2 if the Final Certificate shows a balance due to the Employer, the Contractor intends to pay less than the sum stated as due,

the Party by whom the payment is stated to be payable shall not later than 5 days before the final date for payment give the other Party notice of that intention in accordance with clause 4.13.1 (a 'Pay Less Notice'). Where a Pay Less Notice is given, the payment to be made on or before the final date for payment shall not be less than the amount stated in it as due.

4.12.6 If either Party fails to pay a sum, or any part of it, due to the other Party under these Conditions by its final date for payment, he shall, in addition to any unpaid amount that should properly have been paid, pay the other Party simple interest on that amount at the Interest Rate for the period from the final date for payment until payment is made.

4.12.7 Any such unpaid amount and any interest under clause 4.12.6 shall be recoverable as a debt. Acceptance of a payment of interest shall not in any circumstances be construed as a waiver either of the recipient's right to proper payment of the principal amount due or of the Contractor's rights to suspend performance under clause 4.14 or terminate his employment under section 8.

4.13 Pay Less Notices and other general provisions

4.13.1 A Pay Less Notice given by either Party shall specify the sum he considers to be due to the other Party at the date the notice is given and the basis on which that sum has been calculated. Such notice:

4.13.1.1 (where it is to be given by the Employer) may be given on his behalf by the Architect/Contract Administrator or Quantity Surveyor or by any other person who the Employer notifies the Contractor as being authorised to do so but, in the case of a payment for which a Payment Certificate is not issued in due time, may not be given until the Contractor has in respect of the payment given a Payment Notice;

4.13.1.2 (where it is to be given by the Contractor) shall be sent to the Employer, with a copy to the Architect/Contract Administrator.

4.13.2 In relation to the requirements for the issue of Payment Certificates and the giving of Pay

Less Notices, it is immaterial that the amount then considered to be due may be zero.

4.13.3 Where the Employer is not a Local or Public Authority, the Employer's interest in the percentage of the total value not included in the amounts of the interim payments to be certified under clause 4.8.2 shall be fiduciary as trustee for the Contractor (but without obligation to invest) and the Contractor's beneficial interest in that sum shall be subject only to the right of the Employer to have recourse to it from time to time for payment of any amount which he is entitled under the provisions of this Contract to withhold or deduct from sums due or to become due to the Contractor.

4.14 Contractor's right of suspension

4.14.1 If the Employer fails to pay a sum payable to the Contractor in accordance with clause 4.12 (together with any VAT properly chargeable in respect of that payment) by the final date for payment and the failure continues for 7 days after the Contractor has given notice to the Employer, with a copy to the Architect/Contract Administrator, of his intention to suspend the performance of his obligations under this Contract and the grounds for such suspension, the Contractor, without affecting his other rights and remedies, may suspend performance of any or all of those obligations until payment is made in full.

4.14.2 Where the Contractor exercises his right of suspension under clause 4.14.1, he shall be entitled to a reasonable amount in respect of costs and expenses reasonably incurred by him as a result of exercising the right.

4.14.3 Applications in respect of any such costs and expenses shall be made to the Architect/Contract Administrator and the Contractor shall with his application or on request submit such details of them as are reasonably necessary for ascertaining the amount in question.

Loss and Expense

4.15 Matters materially affecting regular progress

4.15.1 If in the execution of this Contract the Contractor incurs or is likely to incur any direct loss and/or expense as a result of any deferment of giving possession of the site or part of it under clause 2.5 or because regular progress of the Works or any part of them has been or is likely to be materially affected by any Relevant Matter, he shall, subject to clause 4.15.2 and compliance with the provisions of clause 4.16 be entitled to reimbursement of that loss and/or expense.

4.15.2 No such entitlement arises where these Conditions provide that there shall be no addition to the Contract Sum or otherwise exclude the operation of this clause 4.15 or to the extent that the Contractor is reimbursed for such loss and/or expense under another provision of these Conditions.

4.16 Notification and ascertainment

4.16.1 The Contractor shall notify the Architect/Contract Administrator as soon as the likely effect of a Relevant Matter on regular progress or the likely nature and extent of any loss and/or expense arising from a deferment of possession becomes (or should have become) reasonably apparent to him.

4.16.2 That notification shall be accompanied or, as soon as reasonably practicable, followed by the Contractor's initial assessment of the loss and/or expense incurred and any further amounts likely to be incurred, together with such information as is reasonably necessary to enable the Architect/Contract Administrator or Quantity Surveyor to ascertain the loss and/or expense incurred.

4.16.3 The Contractor shall thereafter, in such form and manner as the Architect/Contract Administrator may reasonably require, update that assessment and information at monthly intervals until all information reasonably necessary to allow ascertainment of the total amount of such loss and expense has been supplied.

4.16.4 Within 28 days of receipt of the initial assessment and information and 14 days of each subsequent update of them the Architect/Contract Administrator or Quantity Surveyor shall notify the Contractor of the ascertained amount of the loss and/or expense incurred, each ascertainment being made by reference to the information supplied by the Contractor and in sufficient detail to enable the Contractor to identify differences between it and the

Contractor's assessment.

4.17 Relevant Matters

The following are the Relevant Matters:

4.17.1 Variations (including any other matters or instructions which under these Conditions are to be treated as a Variation);

4.17.2 Architect/Contract Administrator's instructions:

4.17.2.1 under clause 3.12 or 3.13 (excluding, where there are Contract Bills, an instruction for expenditure of a Provisional Sum for defined work);

4.17.2.2 (to the extent provided therein) under clause 3.7 and Schedule 2;

4.17.2.3 for the opening up for inspection or testing of any work, materials or goods under clause 3.14 (including making good), unless the inspection or test shows that the work, materials or goods are not in accordance with this Contract; or

4.17.2.4 in relation to errors, omissions and inconsistencies in or between the Contract Documents and/or other documents referred to in clause 2.13;

4.17.3 the execution of work for which an Approximate Quantity is not a reasonably accurate forecast of the quantity of work required;

4.17.4 any impediment, prevention or default, whether by act or omission, by the Employer, the Architect/Contract Administrator, the Quantity Surveyor or any Employer's Person, except to the extent caused or contributed to by any default, whether by act or omission, of the Contractor or any Contractor's Person.

4.18 Amounts ascertained – addition to Contract Sum

Amounts ascertained under clause 4.16 shall be added to the Contract Sum.

4.19 Reservation of Contractor's rights and remedies

The provisions of clauses 4.15 to 4.18 shall not limit or affect any other rights and remedies of the Contractor.

Final Adjustment and Final Payment

4.20 Final adjustment

4.20.1 Not later than 6 months after the issue of the Practical Completion Certificate or last Section Completion Certificate, the Contractor shall provide the Architect/Contract Administrator or (if so instructed) the Quantity Surveyor, with all documents necessary for the adjustment of the Contract Sum.

4.20.2 Not later than 3 months after receipt of the documents referred to in clause 4.20.1:

4.20.2.1 the Architect/Contract Administrator, or, if he so instructs, the Quantity Surveyor, shall ascertain the amount of any loss and/or expense notified by the Contractor under clause 4.16 and not previously ascertained;

4.20.2.2 the Quantity Surveyor shall prepare a statement showing all adjustments to be made to the Contract Sum under clause 4.3,

and the Architect/Contract Administrator shall within that 3 month period send to the Contractor copies of that statement and any such ascertainment.

4.20.3 If after expiry of the 6 month period referred to in clause 4.20.1 the Contractor has not supplied the necessary documents, the Architect/Contract Administrator may at any time give the Contractor one month's notice requiring their supply. Failing the supply of such documents, any ascertainment of loss and expense not then completed and the statement of adjustments may be completed on the basis of information in the Architect/Contract Administrator's or Quantity Surveyor's possession. Following preparation or completion of those documents, copies of them shall promptly be sent to the Contractor.

4.21 Final Certificate and final payment[35]

4.21.1 The Architect/Contract Administrator shall issue the Final Certificate not later than 28 days after whichever of the following occurs last:

4.21.1.1 the end of the Rectification Period in respect of the Works or (where there are Sections) the last such period to expire;

4.21.1.2 the date of issue of the certificate of making good under clause 2.31 or (where there are Sections) the last such certificate to be issued; or

4.21.1.3 the date on which the Architect/Contract Administrator sends to the Contractor copies of the statement and any ascertainment under clause 4.20.2 or 4.20.3.

4.21.2 The Final Certificate shall state:

4.21.2.1 the Contract Sum as adjusted in accordance with clause 4.3; and

4.21.2.2 the sum of amounts already stated as due in Interim Certificates plus the amount of any advance payment made under clause 4.7 and (where relevant) any sums paid in respect of any such Payment Notice as is referred to in clause 4.9

and (without affecting the rights of the Contractor in respect of any interim payment not paid in full by the Employer by its final date for payment) the final payment shall be the difference (if any) between the two sums, which shall be shown in the Final Certificate as a balance due to the Contractor from the Employer or vice versa. The Final Certificate shall state the basis on which that amount has been calculated.

4.21.3 The due date for the final payment shall be the date of issue of the Final Certificate or, if that certificate is not issued within the 28 day period referred to in clause 4.21.1, the last day of that period.

[35] The effect of the Final Certificate is set out in clause 1.9.

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Section 5

Variations

General

5.1 Definition of Variations

The term 'Variation' means:

5.1.1 the alteration or modification of the design, quality or quantity of the Works including:

5.1.1.1 the addition, omission or substitution of any work;
5.1.1.2 the alteration of the kind or standard of any of the materials or goods to be used in the Works;
5.1.1.3 the removal from the site of any work executed or Site Materials other than work, materials or goods which are not in accordance with this Contract;

5.1.2 the imposition by the Employer of any obligations or restrictions in regard to the following matters or any addition to or alteration or omission of any such obligations or restrictions that are so imposed or are imposed by the Contract Documents in regard to:

5.1.2.1 access to the site or use of any specific parts of the site;
5.1.2.2 limitations of working space;
5.1.2.3 limitations of working hours; or
5.1.2.4 the execution or completion of the work in any specific order.[36]

5.2 Valuation of Variations and provisional sum work

The value of:

5.2.1 all Variations required by Architect/Contract Administrator's instructions or subsequently sanctioned by him in writing;
5.2.2 all work which under these Conditions is to be treated as a Variation;
5.2.3 all work executed by the Contractor in accordance with Architect/Contract Administrator's instructions as to the expenditure of Provisional Sums included in the Priced Document or in the Employer's Requirements; and
5.2.4 all work executed by the Contractor for which an Approximate Quantity has been included in the Priced Document or in the Employer's Requirements

shall be such amount as is agreed by the Employer and the Contractor or, where not agreed, the amount valued by the Quantity Surveyor (a 'Valuation'). Each Valuation shall be made in accordance with clauses 5.3 to 5.7 ('the Valuation Rules'), such Valuation insofar as it relates to the Contractor's Designed Portion being in accordance with clause 5.7.

The Valuation Rules

5.3 Measurable Work

5.3.1 To the extent that a Valuation relates to the execution of additional or substituted work which can properly be valued by measurement or to the execution of work for which an Approximate Quantity is included in Contract Bills and subject to clause 5.7 in the case of CDP Works, such work shall be measured and shall be valued in accordance with the following rules:

[36] See clauses 3.8.1 and 3.8.2 for the Contractor's right of reasonable objection to Variations within clause 5.1.2.

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5.3.1.1 where the additional or substituted work is of similar character to, is executed under similar conditions as, and does not significantly change the quantity of, work set out in the Contract Documents, the rates and prices for the work set out in the Priced Document shall determine the valuation;

5.3.1.2 where the additional or substituted work is of similar character to work set out in the Contract Documents but is not executed under similar conditions thereto and/or significantly changes its quantity, the rates and prices for the work set out in the Priced Document shall be the basis for determining the valuation and the Valuation shall include a fair allowance for such difference in conditions and/or quantity;

5.3.1.3 where the additional or substituted work is not of similar character to work set out in the Priced Document, the work shall be valued at fair rates and prices;

5.3.1.4 where the Approximate Quantity is a reasonably accurate forecast of the quantity of work required the rate or price for the Approximate Quantity shall determine the valuation; and

5.3.1.5 where the Approximate Quantity is not a reasonably accurate forecast of the quantity of work required, the rate or price for that Approximate Quantity shall be the basis for determining the valuation and the Valuation shall include a fair allowance for such difference in quantity.

Provided that clauses 5.3.1.4 and 5.3.1.5 shall apply only to the extent that the work has not been altered or modified other than in quantity.

5.3.2 To the extent that a Valuation relates to the omission of work set out in the Contract Documents and subject to clause 5.7 in the case of CDP Works, the rates and prices for such work therein set out shall determine the valuation of the work omitted.

5.3.3 In any valuation of work under clauses 5.3.1 and 5.3.2:

5.3.3.1 measurement shall be in accordance with the same principles as those governing the preparation of Contract Bills, as referred to in clause 2.12;

5.3.3.2 allowance shall be made for any percentage or lump sum adjustments in the Priced Document; and

5.3.3.3 allowance, where appropriate, shall be made for any addition to or reduction of preliminary items of the type referred to in the Measurement Rules, provided that no such allowance shall be made in respect of compliance with an Architect/Contract Administrator's instruction for the expenditure of a Provisional Sum for defined work.

5.4 Daywork

Where the execution of additional or substituted work cannot be valued in accordance with clause 5.3 or 5.7, as applicable, the Valuation shall comprise:

5.4.1 the prime cost of such work (calculated in accordance with the 'Definition of Prime Cost of Daywork carried out under a Building Contract' issued by The Royal Institution of Chartered Surveyors (RICS) and Construction Industry Publications Ltd as current at the Base Date) together with Percentage Additions to each section of the prime cost at the rates stated in the Priced Document or, if they apply in respect of labour, at the All-Inclusive Rates stated therein; or

5.4.2 where the work is within the province of any specialist trade and the RICS and the appropriate body representing the employers in that trade have agreed and issued a definition of prime cost of daywork[37], the prime cost of such work calculated in accordance with that definition current at the Base Date, together with Percentage Additions on the prime cost at the rates stated in the Priced Document or, if they apply in respect of labour, at the All-Inclusive Rates stated therein.

Provided that in any case vouchers specifying the time daily spent upon the work, the workmen's

[37] There are currently three definitions to which clause 5.4.2 refers, namely those agreed between the RICS and the Electrical Contractors Association, the RICS and the Electrical Contractors Association of Scotland and the RICS and the Building and Engineering Services Association.

ICD 2010

names, the plant and the materials employed shall be delivered for verification to the Architect/Contract Administrator or his authorised representative not later than 7 Business Days after the work has been executed.

5.5 Change of conditions for other work

If as a result of:

5.5.1 compliance with any instruction requiring a Variation;
5.5.2 compliance with any instruction as to the expenditure of a Provisional Sum for undefined work;
5.5.3 compliance with any instruction as to the expenditure of a Provisional Sum for defined work, to the extent that the instruction for that work differs from the description given for such work in Contract Bills; or
5.5.4 the execution of work for which an Approximate Quantity is included in Contract Bills, to the extent that the quantity is more or less than the quantity ascribed to that work in Contract Bills,

there is a substantial change in the conditions under which any other work is executed (including CDP Works), that other work shall be treated as a Variation and shall be valued in accordance with the provisions of this section 5.

5.6 Additional provisions

5.6.1 To the extent that a Valuation does not relate to the execution of additional or substituted work or the omission of work or to the extent that the valuation of any work or liabilities directly associated with a Variation cannot reasonably be effected in the Valuation by the application of clauses 5.3 to 5.5 and 5.7, a fair valuation shall be made.
5.6.2 No allowance shall be made under the Valuation Rules for any effect upon the regular progress of the Works or of any part of them or for any other direct loss and/or expense for which the Contractor would be reimbursed by payment under any other provision in these Conditions.

5.7 Contractor's Designed Portion – Valuation

Valuations relating to the Contractor's Designed Portion shall be made under this clause 5.7.

5.7.1 Allowance shall be made in such Valuations for the addition or omission of the relevant design work.
5.7.2 The valuation of additional or substituted work shall be consistent with the values of work of a similar character set out in the CDP Analysis, making due allowance for any change in the conditions under which work is carried out and/or any significant change in the quantity of the work so set out. Where there is no work of a similar character set out in the CDP Analysis a fair valuation shall be made.
5.7.3 The valuation of the omission of work set out in the CDP Analysis shall be in accordance with the values therein for such work.
5.7.4 Clauses 5.3.3.2, 5.3.3.3, 5.4 and 5.5 shall apply so far as is relevant.

Section 6 Injury, Damage and Insurance

Personal Injury and Property Damage

6.1 Contractor's liability – personal injury or death

The Contractor shall be liable for, and shall indemnify the Employer against, any expense, liability, loss, claim or proceedings whatsoever in respect of personal injury to or the death of any person arising out of or in the course of or caused by the carrying out of the Works, except to the extent that the same is due to any act or neglect of the Employer, any Employer's Person or any Statutory Undertaker.

6.2 Contractor's liability – loss, injury or damage to property

Subject to clause 6.3, the Contractor shall be liable for, and shall indemnify the Employer against, any expense, liability, loss, claim or proceedings in respect of any loss, injury or damage whatsoever to any property real or personal in so far as such loss, injury or damage arises out of or in the course of or by reason of the carrying out of the Works and to the extent that the same is due to any negligence, breach of statutory duty, omission or default of the Contractor or any Contractor's Person.

6.3 Loss or damage to Existing Structures or their contents

6.3.1 Where paragraph C.1 of Insurance Option C applies, the Contractor's liability and indemnity under clause 6.2 excludes any loss or damage to Existing Structures or to any of their contents required to be insured under that option that is caused by any of the risks or perils required or agreed to be insured against under that option.

6.3.2 The exclusion in clause 6.3.1 shall apply notwithstanding that the loss or damage is or may be due in whole or in part to the negligence, breach of statutory duty, omission or default of the Contractor or any Contractor's Person.

6.3.3 Where Insurance Option C applies but a C.1 Replacement Schedule applies in lieu of paragraph C.1, the Contractor's liability and indemnity under clause 6.2 shall, in respect of loss, injury or damage to the Existing Structures and their contents due to the causes specified in that clause, be subject only to such limitations or exclusions as are specified in that schedule.

6.3.4 The reference in clause 6.2 to 'property real or personal' does not include the Works, work executed or Site Materials up to and including the date of issue of the Practical Completion Certificate or, if earlier, the date of termination of the Contractor's employment, except that:

6.3.4.1 after the date of issue of a Section Completion Certificate, the Section to which it relates shall no longer be regarded as 'the Works' or 'work executed' for these purposes; and

6.3.4.2 if partial possession is taken under clause 2.25, the Relevant Part shall no longer be so regarded after the Relevant Date.

Insurance against Personal Injury and Property Damage

6.4 Contractor's insurance of his liability

6.4.1 Without limiting or affecting his indemnities to the Employer under clauses 6.1 and 6.2, the Contractor shall effect and maintain insurance in respect of claims arising out of the liabilities referred to in those clauses which:

6.4.1.1 in respect of claims for personal injury to or the death of any employee of the Contractor arising out of and in the course of such person's employment, shall comply with all relevant legislation; and

6.4.1.2 for all other claims to which clause 6.4.1 applies[38], shall indemnify the Employer in like manner to the Contractor (but only to the extent that the Contractor may be liable to indemnify the Employer under the terms of this Contract) and shall for any one occurrence or series of occurrences arising out of one event be in a sum not less than that stated in the Contract Particulars for clause 6.4.1.[38]

6.4.2 As to evidence that such insurances have been effected and are being maintained and the consequences of failure to comply, clause 6.12 shall apply.

6.5 Contractor's insurance of liability of Employer

6.5.1 If the Contract Particulars state that insurance under clause 6.5.1 may be required, the Contractor shall if instructed by the Architect/Contract Administrator effect and maintain a policy of insurance in the names of the Employer and the Contractor for the amount of indemnity there stated in respect of any expense, liability, loss, claim or proceedings which the Employer may incur or sustain by reason of injury or damage to any property caused by collapse, subsidence, heave, vibration, weakening or removal of support or lowering of ground water arising out of or in the course of or by reason of the carrying out of the Works, excluding injury or damage:

6.5.1.1 for which the Contractor is liable under clause 6.2; or
6.5.1.2 which is attributable to errors or omissions in the designing of the Works; or
6.5.1.3 which can reasonably be foreseen to be inevitable having regard to the nature of the work to be executed and the manner of its execution; or
6.5.1.4 (if Insurance Option C applies) which it is the responsibility of the Employer to insure under paragraph C.1 of Schedule 1; or
6.5.1.5 to the Works and Site Materials except where the Practical Completion Certificate has been issued or in so far as any Section is the subject of a Section Completion Certificate; or
6.5.1.6 which arises from any consequence of war, invasion, act of foreign enemy, hostilities (whether war is declared or not), civil war, rebellion or revolution, insurrection or military or usurped power; or
6.5.1.7 which is directly or indirectly caused by or contributed to by or arises from the Excepted Risks; or
6.5.1.8 which is directly or indirectly caused by or arises out of pollution or contamination of buildings or other structures or of water or land or the atmosphere happening during the period of insurance, save that this exception shall not apply in respect of pollution or contamination caused by a sudden identifiable, unintended and unexpected incident which takes place in its entirety at a specific moment in time and place during the period of insurance (all pollution or contamination which arises out of one incident being considered for the purpose of this insurance to have occurred at the time such incident takes place); or
6.5.1.9 which results in any costs or expenses being incurred by the Employer or in any other sums being payable by the Employer in respect of damages for breach of contract, except to the extent that such costs or expenses or damages would have attached in the absence of any contract.

6.5.2 Any insurance under clause 6.5.1 shall be placed with insurers approved by the Employer, and the Contractor shall upon its issue deposit the policy with the Architect/Contract Administrator or, if so directed, the Employer.
6.5.3 Amounts expended by the Contractor to effect and maintain that insurance shall on production of receipts be added to the Contract Sum, and clause 6.12 shall apply.

[38] It should be noted that the cover granted under Public Liability policies taken out pursuant to clause 6.4.1 may not be co-extensive with the indemnity given to the Employer in clauses 6.1 and 6.2: for example, each claim may be subject to an excess and cover may not be available in respect of loss or damage due to gradual pollution.
[39] The Contractor may, if he wishes, insure for a sum greater than that stated in the Contract Particulars.

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6.6 Excepted Risks

Notwithstanding clauses 6.1, 6.2 and 6.4.1, the Contractor shall neither be liable to indemnify the Employer nor obliged to insure against any personal injury to or the death of any person or any damage, loss or injury to the Works, Site Materials, work executed, the site or any other property, caused by the effect of an Excepted Risk.

Insurance of the Works and Existing Structures

6.7 Insurance Options and period

6.7.1 Insurance Options A, B and C are set out in Schedule 1. The Insurance Option that applies to this Contract is that stated in the Contract Particulars.[40]

6.7.2 In each case the Party responsible for effecting a Joint Names Policy under the Insurance Option that applies (the 'Works Insurance Policy') shall maintain that policy up to and including the date of issue of the Practical Completion Certificate, or last Section Completion Certificate, or (if earlier) the date of termination of the Contractor's employment, except that the obligation to maintain a Works Insurance Policy:

6.7.2.1 shall not apply in relation to a Section after the date of issue of its Section Completion Certificate; and

6.7.2.2 if partial possession is taken under clause 2.25, shall not as from the Relevant Date apply in relation to the Relevant Part.

6.8 Related definitions

In these Conditions the following phrases shall have the following meanings:

All Risks Insurance[41]: insurance which provides cover against any physical loss or damage to work executed and Site Materials and against the reasonable cost of the removal and disposal of debris and of any shoring and propping of the Works which results from such physical loss or damage but excluding the cost necessary to repair, replace or rectify:

(a) property which is defective due to:

(i) wear and tear,

(ii) obsolescence, or

(iii) deterioration, rust or mildew;

(b) any work executed or any Site Materials lost or damaged as a result of its own defect in design, plan, specification, material or workmanship or any other work executed which is lost or damaged in consequence thereof where such work relied for its support or stability on such work which was defective[42];

[40] Insurance Options A and B are for use in the case of new buildings. Insurance Option A is applicable where the Contractor is required to take out a Joint Names Policy for All Risks Insurance of the Works or to include them on that basis within his Annual Construction policy; Insurance Option B is applicable where the Employer has elected to take out that Joint Names Policy. Insurance Option C is for use in the case of alterations of or extensions to Existing Structures. Under that option, the Employer is required to take out a Joint Names Policy for All Risks Insurance for the Works and also, if paragraph C.1 applies, a Joint Names Policy to insure the Existing Structures and their contents owned by him or for which he is responsible against loss or damage by the Specified Perils. Some Employers (e.g. tenants and some homeowners) may not be able readily to obtain the Joint Names cover required under paragraph C.1. Where that is the case, alternative arrangements through use of a C.1 Replacement Schedule or as otherwise described in the Intermediate Building Contract Guide will be necessary. Where there are Existing Structures, it is vital that any prospective Employer who is not familiar with Insurance Option C – in particular any Employer who is a tenant or domestic homeowner – or an appropriate member of the Employer's professional team, should consult specialist insurance advisers prior to the tender stage. Any Employer who is a tenant should also consult his insuring landlord prior to that stage.

[41] The risks and costs that All Risks Insurance is required to cover are defined by exclusions. Policies issued by insurers are not standardised; the way in which insurance for these risks is expressed varies and in some cases it may not be possible for insurance to be taken out against certain of the risks required to be covered. In the case of Terrorism Cover, where the extension of cover will involve an additional premium and may in certain situations be difficult to effect, the requirement is now expressly limited to Pool Re Cover or such other cover as is agreed and set out in the Contract Particulars. That extension and any other relevant details of Works insurance also require discussion and agreement between the Parties and their insurance advisers at an early stage, prior to entering into the Contract. See the Intermediate Building Contract Guide.

(c) loss or damage caused by or arising from:

(i) any consequence of war, invasion, act of foreign enemy, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection, military or usurped power, confiscation, commandeering, nationalisation or requisition or loss or destruction of or damage to any property by or under the order of any government de jure or de facto or public, municipal or local authority,

(ii) disappearance or shortage if such disappearance or shortage is only revealed when an inventory is made or is not traceable to an identifiable event, or

(iii) an Excepted Risk.

Excepted Risks: the risks comprise:

(a) ionising radiations or contamination by radioactivity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel, radioactive toxic explosive or other hazardous properties of any explosive nuclear assembly or nuclear component thereof (other than such risk insofar, but only insofar, as it is included in the Terrorism Cover from time to time required to be taken out and maintained under this Contract);

(b) pressure waves caused by aircraft or other aerial devices travelling at sonic or supersonic speeds; and

(c) any act of terrorism that is not within the Terrorism Cover from time to time required to be taken out and maintained under this Contract.

Joint Names Policy: a policy of insurance which includes the Employer and the Contractor as composite insured and under which the insurers have no right of recourse against any person named as an insured, or, pursuant to clause 6.9, recognised as an insured thereunder.

Pool Re Cover: such insurance against loss or damage to work executed and Site Materials caused by or resulting from terrorism as is from time to time generally available from insurers who are members of the Pool Reinsurance Company Limited scheme or of any similar successor scheme.[43]

Specified Perils: fire, lightning, explosion, storm, flood, escape of water from any water tank, apparatus or pipe, earthquake, aircraft and other aerial devices or articles dropped therefrom, riot and civil commotion, but excluding Excepted Risks.

Terrorism Cover: Pool Re Cover or other insurance against loss or damage to work executed and Site Materials (and/or, for the purposes of clause 6.11.1, to an Existing Structure and/or its contents) caused by or resulting from terrorism.[43]

6.9 Sub-contractors – Specified Perils cover under Works Insurance Policies

6.9.1 The Contractor, where Insurance Option A applies, and the Employer, where Insurance Option B or C applies, shall ensure that the Works Insurance Policy either:

6.9.1.1 provides for recognition of each sub-contractor as an insured under the policy; or

6.9.1.2 includes a waiver by the insurers of any right of subrogation which they may have against any such sub-contractor

in respect of loss or damage by the Specified Perils to the Works or relevant Section, work executed and Site Materials and that this recognition or waiver continues up to and including the date of issue of any certificate or other document which states that in relation to the Works, the sub-contractor's works are practically complete or, if earlier, the date of termination of the sub-contractor's employment. Where there are Sections, the recognition or waiver for a sub-contractor in relation to a Section shall cease upon the issue of such

[42] In an All Risks Insurance policy for the Works, cover should not be reduced by any exclusion that goes beyond the terms of paragraph (b) in this definition. For example, an exclusion in terms that 'This Policy excludes all loss of or damage to the property insured due to defective design, plan, specification, materials or workmanship' would not be in accordance with the terms of the relevant Insurance Options or that definition. In relation to design defects, wider All Risks cover than that specified may be available, though it is not standard.

[43] As respects Terrorism Cover and the requirements of Insurance Options A, B and C, see footnote [41] and the Intermediate Building Contract Guide.

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certificate or other document for his work in that Section.

6.9.2 Clause 6.9.1 applies also in respect of any Works Insurance Policy taken out in default under clause 6.12.2.

6.9.3 Where paragraph C.1 of Insurance Option C applies or Insurance Option C applies but a C.1 Replacement Schedule applies in lieu of paragraph C.1, the Employer shall also ensure that the policy of insurance referred to in that paragraph or the provisions of that schedule shall provide for recognition of any Named Sub-Contractor as an insured under that policy or schedule or include a waiver in respect of that Named Sub-Contractor in the terms referred to in clause 6.9.1.2, in either case up to and including the date of issue of such certificate or other document as is referred to in clause 6.9.1 or earlier date of termination of the Named Sub-Contractor's employment.[44]

6.10 Terrorism Cover – policy extensions and premiums

6.10.1 To the extent that the Works Insurance Policy excludes (or would otherwise exclude) loss or damage caused by terrorism, the Contractor, where Insurance Option A applies, or the Employer, where Insurance Option B or C applies, shall unless otherwise agreed effect and maintain, either as an extension to the Works Insurance Policy or as a separate Joint Names Policy, in the same amount and for the same period as the Works Insurance Policy, such Terrorism Cover as is specified in or by the Contract Particulars, subject to clauses 6.10.4 and 6.11.

6.10.2 Where Insurance Option A applies and the Contractor is required to take out and maintain Pool Re Cover, the cost of that cover and its renewal shall be deemed to be included in the Contract Sum save that, if at any renewal of the cover there is a variation in the rate on which the premium is based, the Contract Sum shall be adjusted by the net amount of the difference between the premium paid by the Contractor and the premium that would have been paid but for the change in rate.

6.10.3 Where Insurance Option A applies and Terrorism Cover other than Pool Re Cover is specified as required, the cost of such other cover and of its renewal shall be added to the Contract Sum.

6.10.4 Where Insurance Option A applies and the Employer is a Local or Public Authority, if at any renewal of the Terrorism Cover (of any type) there is an increase in the rate on which the premium is based, he may instruct the Contractor not to renew the Terrorism Cover. If he so instructs, clause 6.13.5.3 shall apply with effect from the renewal date.

6.11 Terrorism Cover – non-availability – Employer's options

6.11.1 If the insurers named in any Joint Names Policy notify either Party that, with effect from a specified date (the 'cessation date'), Terrorism Cover will cease and will no longer be available or will only continue to be available with a reduction in the scope or level of such cover, the recipient shall immediately notify the other Party.

6.11.2 The Employer, after receipt of such notification but before the cessation date, shall give notice to the Contractor either:

6.11.2.1 that, notwithstanding the cessation or reduction in scope or level of Terrorism Cover, the Employer requires that the Works continue to be carried out; or

6.11.2.2 that on the date stated in the Employer's notice (which shall be a date after the date of the insurers' notification but no later than the cessation date) the Contractor's employment under this Contract shall terminate.

6.11.3 Where Insurance Option A applies and the Employer gives notice under clause 6.11.2.1 requiring continuation of the Works, he may instruct the Contractor to effect and maintain any alternative or additional form of Terrorism Cover then reasonably obtainable by the Contractor; the net additional cost to the Contractor of any such cover and its renewal shall be added to the Contract Sum.

6.11.4 If the Employer gives notice of termination under clause 6.11.2.2, then upon and from such termination the provisions of clause 8.12 (excluding clause 8.12.3.5) shall apply.

[44] As to Insurance Option C, paragraph C.1 and the alternative arrangements that may be made through use of a C.1 Replacement Schedule generally see footnote [40]. Where using a C.1 Replacement Schedule, the Employer should consider how the requirements in clause 6.9.3 are to be dealt with and should obtain specialist insurance advice as appropriate.

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6.11.5 If the Employer does not give notice of termination under clause 6.11.2.2, but work executed and/or Site Materials thereafter suffer physical loss or damage caused by terrorism, clauses 6.13 and 6.14 shall as appropriate apply.

6.12 Evidence of insurance

6.12.1 Where a Party is required by this Contract to effect and maintain an insurance policy or cover under any of clauses 6.4, 6.5, 6.7 and 6.10, or is responsible for ensuring that it is effected and maintained, that Party shall at the request of the other Party supply such documentary evidence as the other Party may reasonably require that the policy or cover has been effected and remains in force.

6.12.2 If a Party required to provide such documentary evidence fails to provide it within 7 days of a request being made, the other Party may assume that there has been a failure to insure, and may insure against any risk, liability or expense to which he may be exposed as a consequence, but shall not be obliged to do so. If the other Party insures, the defaulting Party shall be liable in the case of insurance under clause 6.4, 6.7 or 6.10 for the costs or, in the case of insurance required under clause 6.5, any additional cost that the other Party incurs in taking out and maintaining that insurance. Any costs payable to the Contractor shall be added to the Contract Sum; any costs payable to the Employer may be deducted from any sums due or to become due to the Contractor or shall be recoverable from the Contractor as a debt.

6.13 Loss or damage – insurance claims and reinstatement

6.13.1 If during the carrying out of the Works any loss or damage affecting any executed work or Site Materials is occasioned by any of the risks covered by the Works Insurance Policy or an Excepted Risk or there is any loss of or damage of any kind to any of the Existing Structures or their contents, the Contractor shall forthwith upon it occurring or becoming apparent give notice both to the Architect/Contract Administrator and to the Employer of its nature, location and extent.

6.13.2 Subject to clauses 6.13.5.1 and 6.13.6, the occurrence of such loss or damage to executed work or Site Materials shall be disregarded in calculating any amounts payable to the Contractor under this Contract.

6.13.3 The Contractor, for himself and for all his sub-contractors recognised as an insured under the Works Insurance Policy, shall authorise the insurers to pay to the Employer all monies from such insurance, and from any policies covering Existing Structures or their contents that are effected by the Employer.

6.13.4 Where loss or damage affecting executed work or Site Materials is occasioned by any risk covered by the Works Insurance Policy, and subject to clause 6.14 where relevant, the Contractor shall after any inspection required by the insurers under the Works Insurance Policy and with due diligence restore the damaged work, replace or repair any lost or damaged Site Materials, remove and dispose of any debris (collectively 'reinstatement work') and proceed with the carrying out and completion of the Works.

6.13.5 Where Insurance Option A applies:

6.13.5.1 the Employer shall pay all monies from such insurance to the Contractor by instalments under separate reinstatement work certificates issued by the Architect/Contract Administrator at the same dates as those for Interim Certificates under clause 4.8 but without deduction of retention and less only the amounts referred to in clause 6.13.5.2;

6.13.5.2 the Employer may retain from those monies any amounts properly incurred by the Employer and notified by him to insurers in respect of professional fees up to the aggregate amount of the percentage cover for those fees or (if less) the amount paid by insurers in respect of those fees;

6.13.5.3 in respect of reinstatement work, the Contractor shall not be entitled to any payment other than amounts received under the Works Insurance Policy except where there has been a cessation of or reduction in Terrorism Cover under clause 6.10.4 or 6.11 and loss or damage is then caused by or results from terrorism, in which case the reinstatement work shall, to the extent that its cost is no longer recoverable under the policy, be treated as a Variation and under clause 4.9.2 or 6.13.5.1 included in Interim Certificates. In neither case shall there be any reduction in any amount payable by reason of any act or neglect of

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the Contractor or of any sub-contractor which may have contributed to the physical loss or damage.

6.13.6 Where Insurance Option B or paragraph C.2 of Insurance Option C applies or where loss or damage is caused by an Excepted Risk, reinstatement work shall be treated as a Variation.

6.14 Loss or damage to Existing Structures – right of termination

If there is material loss of or damage to any of the Existing Structures, the Employer shall be under no obligation to reinstate those structures, but either Party may, if it is just and equitable, terminate the Contractor's employment under this Contract by notice given to the other in accordance with clause 1.7.4 within 28 days of the occurrence of that loss or damage. If such notice is given, then:

6.14.1 unless within 7 days of receiving the notice (or such longer period as may be agreed) the Party to whom it is given invokes a dispute resolution procedure of this Contract to determine whether the termination is just and equitable, it shall be deemed to be so;

6.14.2 upon the giving of that notice or, where a dispute resolution procedure is invoked within that period, upon any final upholding of the notice, the provisions of clause 8.12 (except clause 8.12.3.5) shall apply.

Joint Fire Code – compliance

6.15 Application of clauses

Clauses 6.16 to 6.18 apply where the Contract Particulars state that the Joint Fire Code applies.

6.16 Compliance with Joint Fire Code

The Parties shall comply with the Joint Fire Code and any amendments or revisions to it; the Employer shall ensure such compliance by all Employer's Persons and the Contractor shall ensure such compliance by all Contractor's Persons.

6.17 Breach of Joint Fire Code – Remedial Measures

6.17.1 If a breach of the Joint Fire Code occurs and the insurers under the Works Insurance Policy specify by notice to the Employer or the Contractor the remedial measures they require (the 'Remedial Measures'), the Party receiving the notice shall send copies of it to the other and to the Architect/Contract Administrator, and then:

6.17.1.1 subject to clause 6.17.1.2, where the Remedial Measures relate to the obligation of the Contractor to carry out and complete the Works, the Contractor shall ensure that the Remedial Measures are carried out by such date as the insurers specify; and

6.17.1.2 to the extent that the Remedial Measures require a Variation to the Works as described in the Contract Documents or in an Architect/Contract Administrator's instruction, the Architect/Contract Administrator shall issue such instructions as are necessary to enable compliance. If, in an emergency, compliance with the Remedial Measures in whole or in part requires the Contractor to supply materials or execute work before receiving instructions under this clause 6.17.1.2, the Contractor shall supply the materials and execute the work reasonably necessary to secure immediate compliance. The Contractor shall forthwith notify the Architect/Contract Administrator of the emergency and of the steps he is taking. Save to the extent they relate to the Contractor's Designed Portion, the work and materials reasonably necessary shall be treated as if executed and supplied under a Variation instruction.

6.17.2 If the Contractor, within 7 days of receipt of a notice specifying Remedial Measures not requiring an Architect/Contract Administrator's instruction under clause 6.17.1.2, does not begin to carry out or thereafter fails without reasonable cause regularly and diligently to proceed with the Remedial Measures, then the Employer may employ and pay other persons to carry out those Remedial Measures. The Contractor shall be liable for all additional costs incurred by the Employer in connection with such employment and an appropriate deduction shall be made from the Contract Sum.

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6.18 Joint Fire Code – amendments/revisions

Where the Joint Fire Code is, under a Joint Names Policy, applicable to the Works and amendments or revisions are made to it after the Base Date, any cost of compliance by the Contractor with amendments or revisions made after that date shall be borne as stated in the Contract Particulars. If the cost is to be borne by the Employer, it shall be added to the Contract Sum.

CDP Professional Indemnity Insurance

6.19 Obligation to insure

The Contractor shall:

6.19.1 forthwith after this Contract has been entered into, take out (unless he has already done so) a Professional Indemnity insurance policy with limits of indemnity of the types and in amounts not less than those stated in the Contract Particulars[45];

6.19.2 thereafter, provided it is available at commercially reasonable rates, maintain such insurance until the expiry of the period stated in the Contract Particulars from the date of practical completion of the Works; and

6.19.3 as and when reasonably requested to do so by the Employer or the Architect/Contract Administrator, produce for inspection documentary evidence that such insurance has been effected and/or is being maintained.

6.20 Increased cost and non-availability

If the insurance referred to in clause 6.19 ceases to be available at commercially reasonable rates, the Contractor shall immediately give notice to the Employer so that the Contractor and the Employer can discuss the means of best protecting their respective positions in the absence of such insurance.

[45] See the Intermediate Building Contract Guide.

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Section 7 Assignment, Performance Bonds and Guarantees and Collateral Warranties

7.1 Assignment

Neither the Employer nor the Contractor shall without the consent of the other assign this Contract or any rights thereunder.

Performance Bonds and Guarantees

7.2 Performance Bonds and Guarantees

The Contractor shall on the execution of this Contract provide to the Employer whichever of the following the Contract Particulars state as being required:

7.2.1 a performance bond or guarantee of the Contractor's due performance of the Contract from a bank or other surety approved by the Employer in an amount equal to the percentage of the Contract Sum and for the period stated in the Contract Particulars;

7.2.2 a guarantee by the Contractor's parent company identified in the Contract Particulars;

any such bond or guarantee, unless otherwise agreed by the Employer, being substantially in the form of the document identified by the Contract Particulars.

Collateral Warranties

7.3 Rights Particulars

The requirements for the grant of P&T Rights and Funder Rights by the Contractor and subcontractors and any requirement for the grant of Employer Rights by any sub-contractors ("Rights Particulars") are set out in the document(s) identified in the Contract Particulars against the reference to clause 7.3.[46] As respects those requirements:

7.3.1 such rights are conferred only on persons sufficiently identified (by name, class or description) in the Rights Particulars;

7.3.2 unless otherwise stated in the Rights Particulars, the term 'the Consultants' shall in all collateral warranties to be given mean the Architect/Contract Administrator and the Quantity Surveyor (including any replacements), together with any other consultants providing design services to the Employer in connection with the Works.

7.4 Notices

Each notice to the Contractor referred to in clauses 7.6 to 7.8 shall be given in accordance with clause 1.7.4.

[46] The relevant Rights Particulars should identify the beneficiaries (by name, class or description) and the sub-contractors who are also required to grant rights by way of Collateral Warranties, state in those cases where the default provision is not to apply which alternative provision is to apply in its place and give any other details required to complete the terms of the warranties that are to be given. A Model Form for the Rights Particulars is included in the Intermediate Building Contract Guide and is also available on the JCT website www.jctltd.co.uk.

Employers should be selective in identifying the sub-contractors (or categories of sub-contractor) from whom collateral warranties may be required and should not include any Named Sub-Contractor since such matters are intended to be dealt with by the Intermediate Named Sub-Contractor/Employer Agreement ICSub/NAM/E and not to be governed by the Intermediate Named Sub-Contract itself (ICSub/NAM).

Directions may be needed as to mode of execution of sub-contracts and/or collateral warranties by relevant sub-contractors. See also the Intermediate Building Contract Guide.

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7.5 Execution of Collateral Warranties

Where this Contract is executed as a deed, any collateral warranty to be entered into by the Contractor pursuant to clause 7.6 or 7.7 shall be executed as a deed. Where this Contract is executed under hand, any such warranty may be executed under hand.[47]

7.6 Contractor's Warranties – Purchasers and Tenants

Where the Rights Particulars state that the Contractor shall confer P&T Rights on a Purchaser or Tenant by way of collateral warranty, the Employer may by notice to the Contractor, identifying the Purchaser or Tenant and his interest in the Works, require that the Contractor within 14 days from receipt of that notice enter into a Collateral Warranty with such Purchaser or Tenant in the form CWa/P&T, completed in accordance with the relevant Rights Particulars.

7.7 Contractor's Warranty – Funder

Where the Rights Particulars state that the Contractor shall confer Funder Rights on a Funder by way of collateral warranty, the Employer may by notice to the Contractor require that the Contractor within 14 days from receipt of the Employer's notice enter into a Collateral Warranty with the Funder in the form CWa/F, completed in accordance with the relevant Rights Particulars.

7.8 Sub-Contractors' Warranties

Where the Rights Particulars state that a sub-contractor shall execute and deliver a Collateral Warranty in favour of a Purchaser, Tenant or Funder and/or the Employer:

7.8.1 the Contractor shall comply with the Contract Documents as to the obtaining of such warranties including:

7.8.1.1 on receipt of notice from the Employer (or Architect/Contract Administrator on his behalf) identifying in each case the sub-contractor, type of warranty and beneficiary, promptly giving notice under clause 2.18.2 of the JCT Intermediate Sub-Contract Conditions or other equivalent sub-contract condition to each sub-contractor identified in the Employer's notice; and

7.8.1.2 in the case of each Collateral Warranty specified in the Employer's notice and within 21 days of receipt of that notice, taking such steps as are required to obtain each warranty, promptly forwarding the executed document to the Employer or as he may direct and, where Collateral Warranty SCWa/F is required, having himself also executed and delivered the document;

7.8.2 any amendment to the form of any collateral warranty proposed by a sub-contractor shall require approval by both the Contractor and the Employer.

[47] See the footnote to clause 7.3 above.

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Section 8

Termination

8.1 Meaning of insolvency

For the purposes of these Conditions:

8.1.1 a company becomes Insolvent:

8.1.1.1 when it enters administration within the meaning of Schedule B1 to the Insolvency Act 1986;

8.1.1.2 on the appointment of an administrative receiver or a receiver or manager of its property under Chapter I of Part III of that Act, or the appointment of a receiver under Chapter II of that Part;

8.1.1.3 on the passing of a resolution for voluntary winding-up without a declaration of solvency under section 89 of that Act; or

8.1.1.4 on the making of a winding-up order under Part IV or V of that Act.

8.1.2 a partnership becomes Insolvent:

8.1.2.1 on the making of a winding-up order against it under any provision of the Insolvency Act 1986 as applied by an order under section 420 of that Act; or

8.1.2.2 when sequestration is awarded on the estate of the partnership under section 12 of the Bankruptcy (Scotland) Act 1985 or the partnership grants a trust deed for its creditors.

8.1.3 an individual becomes Insolvent:

8.1.3.1 on the making of a bankruptcy order against him under Part IX of the Insolvency Act 1986; or

8.1.3.2 on the sequestration of his estate under the Bankruptcy (Scotland) Act 1985 or when he grants a trust deed for his creditors.

8.1.4 a person also becomes Insolvent if:

8.1.4.1 he enters into an arrangement, compromise or composition in satisfaction of his debts (excluding a scheme of arrangement as a solvent company for the purposes of amalgamation or reconstruction); or

8.1.4.2 (in the case of a partnership) each partner is the subject of an individual arrangement or any other event or proceedings referred to in this clause 8.1.

Each of clauses 8.1.1 to 8.1.4 also includes any analogous arrangement, event or proceedings in any other jurisdiction.

8.2 Notices under section 8

8.2.1 Notice of termination of the Contractor's employment shall not be given unreasonably or vexatiously.

8.2.2 Such termination shall take effect on receipt of the relevant notice.

8.2.3 Each notice referred to in this section shall be given in accordance with clause 1.7.4.

8.3 Other rights, reinstatement

8.3.1 The provisions of clauses 8.4 to 8.7 are without prejudice to any other rights and remedies

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of the Employer. The provisions of clauses 8.9 and 8.10 and (in the case of termination under either of those clauses) the provisions of clause 8.12, are without prejudice to any other rights and remedies of the Contractor.

8.3.2 Irrespective of the grounds of termination, the Contractor's employment may at any time be reinstated if and on such terms as the Parties agree.

Termination by Employer

8.4 Default by Contractor

8.4.1 If, before practical completion of the Works, the Contractor:

8.4.1.1 without reasonable cause wholly or substantially suspends the carrying out of the Works; or
8.4.1.2 fails to proceed regularly and diligently with the Works; or
8.4.1.3 refuses or neglects to comply with a notice or instruction from the Architect/Contract Administrator requiring him to remove any work, materials or goods not in accordance with this Contract and by such refusal or neglect the Works are materially affected; or
8.4.1.4 fails to comply with clause 3.5, 3.7 or 7.1; or
8.4.1.5 fails to comply with clause 3.18,

the Architect/Contract Administrator may give to the Contractor a notice specifying the default or defaults (a 'specified' default or defaults).

8.4.2 If the Contractor continues a specified default for 14 days from receipt of the notice under clause 8.4.1, the Employer may on, or within 21 days from, the expiry of that 14 day period by a further notice to the Contractor terminate the Contractor's employment under this Contract.
8.4.3 If the Employer does not give the further notice referred to in clause 8.4.2 (whether as a result of the ending of any specified default or otherwise) but the Contractor repeats a specified default (whether previously repeated or not), then, upon or within a reasonable time after such repetition, the Employer may by notice to the Contractor terminate that employment.

8.5 Insolvency of Contractor

8.5.1 If the Contractor is Insolvent, the Employer may at any time by notice to the Contractor terminate the Contractor's employment under this Contract.
8.5.2 The Contractor shall immediately notify the Employer if he makes any proposal, gives notice of any meeting or becomes the subject of any proceedings or appointment relating to any of the matters referred to in clause 8.1.
8.5.3 As from the date the Contractor becomes Insolvent, whether or not the Employer has given such notice of termination:

8.5.3.1 clauses 8.7.3 to 8.7.5 and (if relevant) clause 8.8 shall apply as if such notice had been given;
8.5.3.2 the Contractor's obligations under Article 1 and these Conditions to carry out and complete the Works shall be suspended; and
8.5.3.3 the Employer may take reasonable measures to ensure that the site, the Works and Site Materials are adequately protected and that such Site Materials are retained on site; the Contractor shall allow and shall not hinder or delay the taking of those measures.

8.6 Corruption and regulation 73(1)(b) of the PC Regulations

The Employer shall be entitled by notice to the Contractor to terminate the Contractor's employment under this or any other contract with the Employer if, in relation to this or any other such contract, the

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Contractor or any person employed by him or acting on his behalf shall have committed an offence under the Bribery Act 2010, or, where the Employer is a Local or Public Authority, shall have given any fee or reward the receipt of which is an offence under sub-section (2) of section 117 of the Local Government Act 1972, or, where this Contract is one to which regulation 73(1) of the PC Regulations applies, the circumstances set out in regulation 73(1)(b) of the PC Regulations apply.

8.7 Consequences of termination under clauses 8.4 to 8.6

If the Contractor's employment is terminated under clause 8.4, 8.5 or 8.6:

8.7.1 the Employer may employ and pay other persons to carry out and complete the Works and to make good any defects of the kind referred to in clause 2.30, and he and they may enter upon and take possession of the site and the Works and (subject to obtaining any necessary third party consents) may use all temporary buildings, plant, tools, equipment and Site Materials for those purposes;

8.7.2 the Contractor shall:

8.7.2.1 when required in writing by the Architect/Contract Administrator to do so (but not before), remove or procure the removal from the Works of any temporary buildings, plant, tools, equipment, goods and materials belonging to the Contractor or Contractor's Persons;

8.7.2.2 without charge provide the Employer with copies of all Contractor's Design Documents then prepared, whether or not previously provided;

8.7.2.3 if so required by the Employer (or by the Architect/Contract Administrator on his behalf) within 14 days of the date of termination, assign (so far as assignable and so far as he may lawfully be required to do so) to the Employer, without charge, the benefit of any agreement for the supply of materials or goods and/or for the execution of any work for the purposes of this Contract[48];

8.7.3 no further sum shall become due to the Contractor under this Contract other than any amount that may become due to him under clause 8.7.5 or 8.8.2 and the Employer need not pay any sum that has already become due either:

8.7.3.1 insofar as the Employer has given or gives a Pay Less Notice under clause 4.12.5; or

8.7.3.2 if the Contractor, after the last date upon which such notice could have been given by the Employer in respect of that sum, has become insolvent within the meaning of clauses 8.1.1 to 8.1.3;

8.7.4 following the completion of the Works and the making good of defects in them (or of instructions otherwise, as referred to in clause 2.30), an account of the following shall within 3 months thereafter be set out in a certificate issued by the Architect/Contract Administrator or a statement prepared by the Employer:

8.7.4.1 the amount of expenses properly incurred by the Employer, including those incurred pursuant to clause 8.7.1 and, where applicable, clause 8.5.3.3, and of any direct loss and/or damage caused to the Employer and for which the Contractor is liable, whether arising as a result of the termination or otherwise;

8.7.4.2 the amount of payments made to the Contractor; and

8.7.4.3 the total amount which would have been payable for the Works in accordance with this Contract;

8.7.5 if the sum of the amounts stated under clauses 8.7.4.1 and 8.7.4.2 exceeds the amount stated under clause 8.7.4.3, the difference shall be a debt payable by the Contractor to the Employer or, if that sum is less, by the Employer to the Contractor.

8.8 Employer's decision not to complete the Works

8.8.1 If within the period of 6 months from the date of termination of the Contractor's employment the Employer decides not to have the Works carried out and completed, he shall forthwith notify the Contractor. Within a reasonable time from the date of such notification, or if no

[48] Clause 8.7.2.3 may not be effectual in cases of Contractor's insolvency.

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notification is given but within that 6 month period the Employer does not commence to make arrangements for such carrying out and completion, then within 2 months of the expiry of that 6 month period, the Employer shall send to the Contractor a statement setting out:

8.8.1.1 the total value of work properly executed at the date of termination or date on which the Contractor became Insolvent, ascertained in accordance with these Conditions as if that employment had not been terminated, together with any amounts due to the Contractor under these Conditions not included in such total value; and

8.8.1.2 the aggregate amount of any expenses properly incurred by the Employer and of any direct loss and/or damage caused to the Employer and for which the Contractor is liable, whether arising as a result of the termination or otherwise.

8.8.2 After taking into account amounts previously paid to the Contractor under this Contract, if the amount stated under clause 8.8.1.2 exceeds the amount stated under clause 8.8.1.1, the difference shall be a debt payable by the Contractor to the Employer or, if the clause 8.8.1.2 amount is less, by the Employer to the Contractor.

Termination by Contractor

8.9 Default by Employer

8.9.1 If the Employer:

8.9.1.1 does not pay by the final date for payment the amount due to the Contractor in accordance with clause 4.12 and/or any VAT properly chargeable on that amount; or

8.9.1.2 interferes with or obstructs the issue of any certificate due under this Contract; or

8.9.1.3 fails to comply with clause 7.1; or

8.9.1.4 fails to comply with clause 3.18,

the Contractor may give to the Employer a notice specifying the default or defaults (a 'specified' default or defaults).

8.9.2 If before practical completion of the Works the carrying out of the whole or substantially the whole of the uncompleted Works is suspended for a continuous period of the length stated in the Contract Particulars by reason of:

8.9.2.1 Architect/Contract Administrator's instructions under clause 2.13, 3.11 or 3.12; and/or

8.9.2.2 any impediment, prevention or default, whether by act or omission, by the Employer, the Architect/Contract Administrator, the Quantity Surveyor or any Employer's Person

(but in either case excluding such instructions as are referred to in clause 8.11.1.2), then, unless in either case that is caused by the negligence or default of the Contractor or any Contractor's Person, the Contractor may give to the Employer a notice specifying the event or events (a 'specified' suspension event or events).

8.9.3 If a specified default or a specified suspension event continues for 14 days from the receipt of notice under clause 8.9.1 or 8.9.2, the Contractor may on, or within 21 days from, the expiry of that 14 day period by a further notice to the Employer terminate the Contractor's employment under this Contract.

8.9.4 If the Contractor for any reason does not give the further notice referred to in clause 8.9.3, but (whether previously repeated or not):

8.9.4.1 the Employer repeats a specified default; or

8.9.4.2 a specified suspension event is repeated for any period, such that the regular progress of the Works is or is likely to be materially affected thereby,

then, upon or within a reasonable time after such repetition, the Contractor may by notice to the Employer terminate the Contractor's employment under this Contract.

8.10 Insolvency of Employer

8.10.1 If the Employer is Insolvent, the Contractor may by notice to the Employer terminate the Contractor's employment under this Contract;

8.10.2 the Employer shall immediately notify the Contractor if he makes any proposal, gives notice of any meeting or becomes the subject of any proceedings or appointment relating to any of the matters referred to in clause 8.1;

8.10.3 as from the date the Employer becomes Insolvent, the Contractor's obligations under Article 1 and these Conditions to carry out and complete the Works shall be suspended.

Termination by either Party and regulations 73(1)(a) and 73(1)(c) of the PC Regulations

8.11 Termination by either Party and regulations 73(1)(a) and 73(1)(c) of the PC Regulations

8.11.1 If, before practical completion of the Works, the carrying out of the whole or substantially the whole of the uncompleted Works is suspended for the relevant continuous period of the length stated in the Contract Particulars by reason of one or more of the following events:

8.11.1.1 force majeure;

8.11.1.2 Architect/Contract Administrator's instructions under clause 2.13, 3.11 or 3.12 issued as a result of the negligence or default of any Statutory Undertaker;

8.11.1.3 loss or damage to the Works occasioned by any risk covered by the Works Insurance Policy or by an Excepted Risk;

8.11.1.4 civil commotion or the use or threat of terrorism and/or the activities of the relevant authorities in dealing with such event or threat; or

8.11.1.5 the exercise by the United Kingdom Government or any Local or Public Authority of any statutory power that is not occasioned by a default of the Contractor or any Contractor's Person but which directly affects the execution of the Works,

then either Party, subject to clause 8.11.2, may upon the expiry of that relevant period of suspension give notice to the other that, unless the suspension ceases within 7 days after the date of receipt of that notice, he may terminate the Contractor's employment under this Contract. Failing such cessation within that 7 day period, he may then by further notice terminate that employment.

8.11.2 The Contractor shall not be entitled to give notice under clause 8.11.1 in respect of the matter referred to in clause 8.11.1.3 where the loss or damage to the Works was caused by the negligence or default of the Contractor or any Contractor's Person.

8.11.3 Where this Contract is one to which regulation 73(1) of the PC Regulations applies the Employer shall be entitled by notice to the Contractor to terminate the Contractor's employment under this Contract where the grounds set out in regulation 73(1)(a) or 73(1)(c) of the PC Regulations apply.

Consequences of Termination under clauses 8.9 to 8.11, etc.

8.12 Consequences of Termination under clauses 8.9 to 8.11, etc.

If the Contractor's employment is terminated under any of clauses 8.9 to 8.11 or under clause 6.11.2.2 or 6.14:

8.12.1 no further sums shall become due to the Contractor otherwise than in accordance with this clause 8.12;

8.12.2 the Contractor shall:

8.12.2.1 with all reasonable dispatch remove or procure the removal from the site of any

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temporary buildings, plant, tools and equipment belonging to the Contractor and Contractor's Persons and, subject to the provisions of clause 8.12.5, all goods and materials (including Site Materials); and

8.12.2.2 without charge provide to the Employer copies of the documents referred to in clause 2.32 then prepared;

8.12.3 where the Contractor's employment is terminated under clause 8.9 or 8.10, the Contractor shall as soon as reasonably practicable prepare and submit an account or, where terminated under clause 8.11, 6.11.2.2 or 6.14, the Contractor shall at the Employer's option either prepare and submit that account or, not later than 2 months after the date of termination, provide the Employer with all documents necessary for the Employer to do so, which the Employer shall do with reasonable dispatch (and in any event within 3 months of receipt of such documents). The account shall set out the amounts referred to in clauses 8.12.3.1 to 8.12.3.4 and, if applicable, clause 8.12.3.5, namely:

8.12.3.1 the total value of work properly executed at the date of termination of the Contractor's employment, ascertained in accordance with these Conditions as if the employment had not been terminated, together with any other amounts due to the Contractor under these Conditions;

8.12.3.2 any sums ascertained in respect of direct loss and/or expense under clause 4.16 (whether ascertained before or after the date of termination);

8.12.3.3 the reasonable cost of removal under clause 8.12.2;

8.12.3.4 the cost of materials or goods (including Site Materials) properly ordered for the Works for which the Contractor then has paid or is legally bound to pay;

8.12.3.5 any direct loss and/or damage caused to the Contractor by the termination;

8.12.4 the account shall include the amount, if any, referred to in clause 8.12.3.5 only where the Contractor's employment is terminated either:

8.12.4.1 under clause 8.9 or 8.10; or

8.12.4.2 under clause 8.11.1.3, if the loss or damage to the Works was caused by the negligence or default of the Employer or any Employer's Person;

8.12.5 after taking into account amounts previously paid to the Contractor under this Contract, the Employer shall pay to the Contractor (or vice versa) the amount properly due in respect of the account within 28 days of its submission to the other Party, without deduction of any retention. Payment by the Employer for any such materials and goods as are referred to in clause 8.12.3.4 shall be subject to those materials and goods thereupon becoming the Employer's property.

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Section 9

Settlement of Disputes

Mediation

9.1 Mediation

Subject to Article 7, if a dispute or difference arises under this Contract which cannot be resolved by direct negotiations, each Party shall give serious consideration to any request by the other to refer the matter to mediation.[46]

Adjudication

9.2 Adjudication

If a dispute or difference arises under this Contract which either Party wishes to refer to adjudication, the Scheme shall apply, subject to the following:

9.2.1 for the purposes of the Scheme the Adjudicator shall be the person (if any) and the nominating body shall be that stated in the Contract Particulars;

9.2.2 where the dispute or difference is or includes a dispute or difference relating to clause 3.15 and as to whether an instruction issued thereunder is reasonable in all the circumstances:

9.2.2.1 the Adjudicator to decide such dispute or difference shall (where practicable) be an individual with appropriate expertise and experience in the specialist area or discipline relevant to the instruction or issue in dispute;

9.2.2.2 if the Adjudicator does not have the appropriate expertise and experience, the Adjudicator shall appoint an independent expert with such expertise and experience to advise and report in writing on whether or not the instruction under clause 3.15 is reasonable in all the circumstances.

Arbitration

9.3 Not applicable
9.4 Not applicable
9.5 Not applicable
9.6 Not applicable
9.7 Not applicable
9.8 Not applicable

[49] See the Intermediate Building Contract Guide.

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Schedules

Schedule 1 Insurance Options

(Clause 6.7)

Insurance Option A

(New Buildings – All Risks Insurance of the Works by the Contractor)[50]

Not applicable

[50] Insurance Options A and B are for use in the case of new buildings. Insurance Option A is applicable where the Contractor is required to take out a Joint Names Policy for All Risks Insurance of the Works or to include them on that basis within his Annual Construction policy; Insurance Option B is applicable where the Employer has elected to take out that Joint Names Policy.

Insurance Option C is for use in the case of alterations of or extensions to Existing Structures. Under that option, the Employer is required to take out a Joint Names Policy for All Risks Insurance for the Works and also, if paragraph C.1 applies, a Joint Names Policy to insure the Existing Structures and their contents owned by him or for which he is responsible against loss or damage by the Specified Perils. Some Employers (e.g. tenants and some homeowners) may not be able readily to obtain the Joint Names cover required under paragraph C.1. Where that is the case, alternative arrangements through use of a C.1 Replacement Schedule or as otherwise described in the Intermediate Building Contract Guide will be necessary.

Where there are Existing Structures, it is vital that any prospective Employer who is not familiar with Insurance Option C – in particular any Employer who is a tenant or domestic homeowner – or an appropriate member of the Employer's professional team, should consult specialist insurance advisers prior to the tender stage. Any Employer who is a tenant should also consult his insuring landlord prior to that stage.

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Insurance Option B

(New Buildings – All Risks Insurance of the Works by the Employer)^{[50]}

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Comparison must be provided.
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Insurance Option C

(Joint Names Insurance by the Employer of Existing Structures and Works in or Extensions to them)[51]

Existing Structures and contents – Joint Names Policy for Specified Perils

C.1 The Employer shall unless otherwise stated by the Contract Particulars for clause 6.7 and this Schedule effect and for the period specified in clause 6.7.2 maintain a Joint Names Policy in respect of the Existing Structures together with the contents of them owned by him or for which he is responsible, for the full cost of reinstatement, repair or replacement of loss or damage due to any of the Specified Perils.

The Works – Joint Names Policy for All Risks

C.2 The Employer shall effect and for the period specified in clause 6.7.2 maintain a Joint Names Policy for All Risks Insurance with cover no less than that specified in clause 6.8 for the full reinstatement value of the Works or (where applicable) Sections (plus the percentage, if any, stated in the Contract Particulars to cover professional fees).

Loss or damage

C.3 If during the carrying out of the Works there is any loss of or damage of any kind to any executed work, Site Materials and/or to any Existing Structures or their contents the provisions of clauses 6.13 and 6.14 shall as relevant apply.

[51] Insurance Option C is for use where there are Existing Structures. It can be used in its existing printed form by those Employers who are able to effect the Joint Names, Specified Perils cover for the Contractor in respect of the Existing Structures and those contents that are owned by the Employer or for which he is responsible.

However, the Joint Names Policy required by paragraph C.1 or the extension of a subsisting structure and contents policy to being a Joint Names Policy may not be readily available – and that provision is often not now appropriate for – refurbishment projects or alterations by tenant Employers where Existing Structures insurance is the landlord's responsibility.

Joint Names cover may also not be readily available to some domestic owner-occupiers looking to undertake refurbishments or extensions to their property.

The Contract Particulars for clause 6.7 and Schedule 1 therefore expressly allow the Parties in those circumstances to disapply paragraph C.1 and, by means of a C.1 Replacement Schedule, to include in place of that paragraph provisions that are tailored to their particular requirements.

In JCT's view the preparation of such replacement provisions must be assigned to insurance professionals.

An explanatory summary of the alternative arrangements generally adopted to overcome those difficulties is, however, contained in the Intermediate Building Contract Guide.

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Schedule 2 Named Sub-Contractors

(Clause 3.7)

1. The Contractor shall notify the Architect/Contract Administrator of the date on which he enters into the sub-contract with the Named Sub-Contractor.

2. If the Contractor is unable to enter into a sub-contract in accordance with clause 3.7 and the particulars given in the Contract Documents, he shall immediately notify the Architect/Contract Administrator, specifying which of the particulars prevent the execution of the sub-contract. If the Architect/Contract Administrator is reasonably satisfied that the specified particulars have prevented execution, he shall issue an instruction which may:

2.1 change the particulars so as to remove the impediment to execution; or
2.2 omit the work; or
2.3 omit the work from the Contract Documents and substitute a provisional sum.

1. An instruction under paragraph 2.1 or 2.2 shall be regarded as an instruction under clause 3.11 requiring a Variation and shall be valued under clause 5.2 and the provisions of clauses 2.19 (Adjustment of Completion Date) and 4.15 and 4.16 (Loss and Expense) shall as relevant apply. Where the instruction is under paragraph 2.2 the Employer may, subject to the terms of clause 2.7, have the omitted work executed in accordance with that clause. An instruction under paragraph 2.3 shall be dealt with in accordance with paragraph 5.

2. At any time prior to the Contractor entering into a sub-contract in accordance with clause 3.7 the Architect/Contract Administrator may issue an instruction that the work is to be carried out by a person other than the person named in the Contract Bills/Specification/Work Schedules. Such instruction shall omit the work from the Contract Documents and substitute a provisional sum which shall be dealt with in accordance with paragraph 5.

3. In an instruction as to the expenditure of a provisional sum under clause 3.13 the Architect/Contract Administrator may require work to be executed by a person named in the instruction, who shall then be employed by the Contractor as a Named Sub-Contractor.

5.2 Any such instruction shall incorporate a description of the work and all particulars of the tender of the named person for that work in an Intermediate Named Sub-Contract Invitation to Tender and Tender (ICSub/NAM/IT and ICSub/NAM/T) as completed, together with the Tender Documents referred to therein.

5.3 Unless the Contractor makes reasonable objection to entering into a sub-contract with the named person within 14 days of the date of issue of the instruction, he shall enter into a sub-contract with him for the execution of the work, using the Intermediate Named Sub-Contract Agreement (ICSub/NAM/A) and incorporating the Named Sub-Contract Conditions.

1. The Contractor shall not terminate a Named Sub-Contractor's employment otherwise than under clause 7.4, 7.5 or 7.6 of the Named Sub-Contract Conditions, nor without the prior consent of the Architect/Contract Administrator accept termination or repudiation of the sub-contract by the Named Sub-Contractor. In either case the Contractor shall notify the Architect/Contract Administrator as soon as is reasonably practicable of any events likely to lead to termination of the Named Sub-Contractor's employment, however arising.

2. Whether or not the notification referred to in paragraph 6 has been given, if the Named Sub-Contractor's employment terminates before completion of the sub-contract work, the Contractor shall notify the Architect/Contract Administrator, giving particulars of the circumstances. The Architect/Contract Administrator shall issue instructions as may be necessary in which he shall:

7.1 name another person to execute the work, or the outstanding balance of it, in accordance with paragraph 5.2 and subject to paragraph 5.3; or

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7.2 instruct the Contractor to make his own arrangements for the execution of the work or the outstanding balance of the work, in which case the Contractor may sub-contract the work in accordance with clause 3.5; or

7.3 omit the work or the outstanding balance of work.

8 Where an instruction is issued under paragraph 7 in respect of a Named Sub-Contractor who was named in the Contract Bills/Specification/Work Schedules and whose employment has been terminated either under clause 7.4, 7.5 or 7.6 of the Named Sub-Contract Conditions or with the Architect/Contract Administrator's consent:

8.1 an instruction under paragraph 7.1 shall be regarded as a Relevant Event for the purposes of clause 2.19 (Adjustment of Completion Date), but not as a Relevant Matter for the purposes of clauses 4.15 and 4.16 (Loss and Expense), and the Contract Sum shall be adjusted by the amount of the increase or the reduction in the price of the second Named Sub-Contractor for the work not carried out by the first Named Sub-Contractor when compared with the first Named Sub-Contractor's price for that work. In that adjustment there shall be excluded from the price of the second Named Sub-Contractor any amount included for the repair of defects in the work of the first Named Sub-Contractor;

8.2 an instruction under paragraph 7.2 or 7.3 shall be regarded as one requiring a Variation to be valued under clause 5.2 and both as a Relevant Event for the purposes of clause 2.19 and a Relevant Matter for the purposes of clauses 4.15 and 4.16.

Where the instruction is under paragraph 7.3 the Employer may, subject to the terms of clause 2.7, have the omitted work executed in accordance with that clause.

9 Where an instruction is issued under paragraph 7 in respect of a Named Sub-Contractor who was named in an instruction as to the expenditure of a Provisional Sum under paragraph 5 and whose employment has been terminated under clause 7.4, 7.5 or 7.6 of the Named Sub-Contract Conditions or with the Architect/Contract Administrator's consent, such instruction shall be regarded as a further instruction issued in relation to the Provisional Sum.

10

10.1 Where the employment of a Named Sub-Contractor is terminated otherwise than under clause 7.4, 7.5 or 7.6 of the Named Sub-Contract Conditions and without the Architect/Contract Administrator's consent, the provisions of paragraph 8.1, 8.2 or 9 (as appropriate) shall apply in respect of the instructions under paragraph 7, but only to the extent that they result in a reduction in the Contract Sum and the instruction shall not be regarded as a Relevant Event or Relevant Matter for the purposes of clauses 2.19, 4.15 and 4.16.

10.2 Where the Named Sub-Contractor's employment is terminated under clause 7.4, 7.5 or 7.6 of the Named Sub-Contract Conditions or with the Architect/Contract Administrator's consent:

10.2.1 the Contractor shall take such reasonable action as is necessary to recover from the Named Sub-Contractor, whether under clause 7.7 of the Named Sub-Contract Conditions or otherwise, any additional amounts payable to the Contractor by the Employer as a result of the application of paragraph 8.1, 8.2 or 9 together with an amount equal to any liquidated damages that would have been payable or allowable by the Contractor to the Employer under clause 2.23 but for the application of any of those paragraphs;

10.2.2 the Contractor shall account to the Employer for any amounts so recovered;

10.2.3 in taking such action the Contractor shall not be required to invoke the dispute resolution procedures under the sub-contract unless the Employer shall have agreed to indemnify the Contractor against any legal costs reasonably incurred in relation thereto;

10.2.4 if the Contractor fails to comply with this paragraph 10.2 he shall repay to the Employer any additional amounts paid as a result of the application of paragraph 8.1, 8.2 or 9 and shall pay or allow an amount equal to the liquidated damages referred to in paragraph 10.2.1.

11

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11.1 Whether or not a Named Sub-Contractor is responsible to the Employer for exercising reasonable care and skill in:

11.1.1 the design of the sub-contract works insofar as they have been or are to be designed by the Named Sub-Contractor;

11.1.2 the selection of the kinds of materials and goods for the sub-contract works insofar as such materials and goods have been or will be selected by him; or

11.1.3 the satisfaction of any performance specification or requirement relating to the sub-contract works,

the Contractor shall not be responsible to the Employer under this Contract for anything to which such terms relate, nor, through the Contractor, shall the Named Sub-Contractor be so responsible; provided that this shall not be construed as affecting the obligations of the Contractor or any sub-contractor in regard to the supply of goods, materials and workmanship.

11.2 The provisions of paragraph 11.1 shall apply notwithstanding that the Sub-Contract Sum stated in Article 2 of the Intermediate Named Sub-Contract Agreement referred to in clause 3.7 or paragraph 5.3 included for the supply of any design, selection or satisfaction as referred to in paragraph 11.1, and that such Sub-Contract Sum is included within the Contract Sum or the Contract Sum as finally adjusted.

12 Clause 3.7 and this Schedule shall not apply to the execution of any part of the Works by a Statutory Undertaker executing work solely in that capacity.

13 Save as expressly stated in this Schedule, the Contractor shall remain wholly responsible for carrying out and completing the Works in all respects in accordance with clause 2.1 notwithstanding the naming of a Named Sub-Contractor for the execution of any such work.

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Schedule 3 Forms of Bonds

(Clauses 4.7 and 4.10)

(Agreed between the JCT and the British Bankers' Association)

Part 1: Advance Payment Bond[52]

[52] Not applicable where the Employer is a Local Authority or other public sector body.

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Part 2: Bond in respect of payment for off-site materials and/or goods

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Schedule 4 Fluctuations – Contribution, levy and tax fluctuations

(Clauses 4.3 and 4.9)

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Schedule 5 Supplemental Provisions

(Thirteenth Recital)

Supplemental Provisions 1 to 6 apply unless otherwise stated in the Contract Particulars. Supplemental Provision 7 applies where the Employer is a Local or Public Authority or other body of the type mentioned in that provision; Supplemental Provision 8 applies where the Employer is a Local or Public Authority and this Contract is subject to the PC Regulations.

Collaborative working

1. The Parties shall work with each other and with other project team members in a co-operative and collaborative manner, in good faith and in a spirit of trust and respect. To that end, each shall support collaborative behaviour and address behaviour which is not collaborative.

Health and safety

2.2.1 Without limiting either Party's statutory and/or regulatory duties and responsibilities and/or the specific health and safety requirements of this Contract, the Parties will endeavour to establish and maintain a culture and working environment in which health and safety is of paramount concern to everybody involved with the project.

2.2.2 In addition to the specific health and safety requirements of this Contract, the Contractor undertakes to:

2.2.1 comply with any and all approved codes of practice produced or promulgated by the Health and Safety Executive;

2.2.2 ensure that all personnel engaged by the Contractor and members of the Contractor's supply chain on site receive appropriate site-specific health and safety induction training and regular refresher training;

2.2.3 ensure that all such personnel have access at all times to competent health and safety advice in accordance with regulation 7 of the Management of Health and Safety at Work Regulations 1999; and

2.2.4 ensure that there is full and proper health and safety consultation with all such personnel in accordance with the Health and Safety (Consultation with Employees) Regulations 1996.

Cost savings and value improvements

3.1 The Contractor is encouraged to propose changes to designs and specifications for the Works and/or to the programme for their execution that may benefit the Employer, whether in the form of a reduction in the cost of the Works or their associated life cycle costs, through practical completion at a date earlier than the Completion Date or otherwise.

3.2 The Contractor shall provide details of his proposed changes, identifying them as suggested under this Supplemental Provision 3, together with his assessment of the benefit he believes the Employer may obtain, expressed in financial terms, and a quotation.

3.3 Where the Employer wishes to implement a change proposed by the Contractor, the Parties shall negotiate with a view to agreeing its value, the financial benefit and any adjustment to the Completion Date. Upon agreement, the change and the amount of any adjustment of the Contract Sum shall be confirmed in an Architect/Contract Administrator's instruction, together with the share of the financial benefit to be paid to the Contractor and any adjustment to the Completion Date.

3.4 Original proposals by the Contractor under this Supplemental Provision 3 may only be instructed in accordance with it, provided always that nothing shall prevent the Employer from utilising other contractors to implement such changes after practical completion of the

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Works.

Sustainable development and environmental considerations

4

4.1 The Contractor is encouraged to suggest economically viable amendments to the Works which, if instructed as a Variation, may result in an improvement in environmental performance in the carrying out of the Works or of the completed Works.

4.2 The Contractor shall provide to the Employer all information that he reasonably requests regarding the environmental impact of the supply and use of materials and goods which the Contractor selects.

Performance Indicators and monitoring

5

5.1 The Employer shall monitor and assess the Contractor's performance by reference to any performance indicators stated or identified in the Contract Documents.

5.2 The Contractor shall provide to the Employer all information that he may reasonably require to monitor and assess the Contractor's performance against the targets for those performance indicators.

5.3 Where the Employer considers that a target for any of those performance indicators may not be met, he may inform the Contractor who shall submit his proposals for improving his performance against that target to the Employer.

Notification and negotiation of disputes

6 With a view to avoidance or early resolution of disputes or differences (subject to Article 7), each Party shall promptly notify the other of any matter that appears likely to give rise to a dispute or difference. The senior executives nominated in the Contract Particulars (or if either is not available, a colleague of similar standing) shall meet as soon as practicable for direct, good faith negotiations to resolve the matter.

Transparency

7 Where the Employer is a Local or Public Authority or other body to whom the provisions of the Freedom of Information Act 2000 ('FOIA') apply, the Parties acknowledge that, except for any information which is exempt from disclosure in accordance with the provisions of FOIA, the content of this Contract is not confidential. The Employer shall be responsible for determining in his absolute discretion whether any of the content of this Contract is exempt from disclosure in accordance with the provisions of FOIA. Notwithstanding clause 2.8.3 or any other term of this Contract:

7.1 the Contractor hereby consents to the Employer publishing any amendments to the standard form JCT contract in their entirety, including changes to the standard form agreed from time to time, but in each case with any information which is exempt from disclosure in accordance with the provisions of FOIA redacted;

7.2 the Employer shall promptly inform the Contractor of any request for disclosure that he receives in relation to this Contract.

The Public Contracts Regulations 2015

8 Where the Employer is a Local or Public Authority and this Contract is subject to the PC Regulations[53]:

8.1 where regulation 113 of the PC Regulations applies to this Contract, the Contractor shall include in any sub-contract entered into by him suitable provisions to impose the requirements of regulation 113(2)(c)(i) and (ii);

8.2 the Contractor shall include in any sub-contract entered into by him provisions requiring the sub-contractor:

[53] An explanatory summary of those provisions in the PC Regulations that are reflected in this Contract is contained in the Intermediate Building Contract Guide. Provisions relating to the PC Regulations are also set out in section 8 (Termination) of this Contract. The JCT Intermediate Sub-Contracts (ICSub and ICSub/D) meet the requirements of Supplemental Provision 8.

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8.2.1 to supply and notify to the Contractor the information required (as applicable) under regulations 71(3), 71(4) and 71(5) of the PC Regulations; and
8.2.2 to include in any sub-subcontract he in turn enters into provisions to the same effect as required under paragraph 8.2.1 of Supplemental Provision 8;

8.3

8.3.1 the Contractor shall include in any sub-contract entered into by him provisions that shall entitle him to terminate the sub-contractor's employment where there are grounds for excluding the sub-contractor under regulation 57;
8.3.2 in the event the Employer requires the Contractor to terminate a sub-contractor's employment pursuant to regulation 71(9) the Contractor shall take the appropriate steps to terminate that employment and where required by the Employer under regulation 71(9) shall, or in circumstances where there is no such requirement may, appoint a replacement sub-contractor.

Amended from published version.
Comparison must be provided.
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Schedule 6 Design Submission Procedure

(Clause 2.10.3)

1. The Contractor shall prepare and submit each of the Contractor's Design Documents to the Architect/Contract Administrator by the means and in the format stated in the Employer's Requirements or the Contractor's Proposals and in sufficient time to allow any comments of the Architect/Contract Administrator to be incorporated prior to the relevant Contractor's Design Document being used for procurement and/or in the carrying out of the CDP Works. Where the means and format are not so stated, then, unless and until otherwise agreed with the Architect/Contract Administrator, the Contractor shall submit 2 copies of each of the Contractor's Design Documents to him.

2. Within 14 days from the date of receipt of any Contractor's Design Document, or (if later) 14 days from either the date or expiry of the period for submission of the same stated in the Contract Documents, the Architect/Contract Administrator shall return one copy of that Contractor's Design Document to the Contractor marked 'A', 'B' or 'C' provided that a document shall be marked 'B' or 'C' only where the Architect/Contract Administrator considers that it is not in accordance with this Contract.

3. If the Architect/Contract Administrator does not respond to a Contractor's Design Document in the time stated in paragraph 2, it shall be regarded as marked 'A'.

4. Where the Architect/Contract Administrator marks a Contractor's Design Document 'B' or 'C', he shall identify by means of a written comment why he considers that it is not in accordance with this Contract.

5. When a Contractor's Design Document is returned by the Architect/Contract Administrator:

5.1 if it is marked 'A', the Contractor shall carry out the CDP Works in strict accordance with that document;

5.2 if it is marked 'B', the Contractor may carry out the CDP Works in accordance with that document, provided that the Architect/Contract Administrator's comments are incorporated into it and an amended copy of it is promptly submitted to the Architect/Contract Administrator; or

5.3 if it is marked 'C', the Contractor shall take due account of the Architect/Contract Administrator's comments on it and shall either forthwith resubmit it to the Architect/Contract Administrator in amended form for comment in accordance with paragraph 1 or notify the Architect/Contract Administrator under paragraph 7.

1. The Contractor shall not carry out any work in accordance with a Contractor's Design Document marked 'C' and the Employer shall not be liable to pay for any work within the CDP Works executed otherwise than in accordance with Contractor's Design Documents marked 'A' or 'B'.

2. If the Contractor disagrees with a comment of the Architect/Contract Administrator and considers that the Contractor's Design Document in question is in accordance with this Contract, he shall within 7 days of receipt of the comment notify the Architect/Contract Administrator that he considers that compliance with the comment would give rise to a Variation. Such notification shall be accompanied by a statement setting out the Contractor's reasons. Upon receipt of such a notification the Architect/Contract Administrator shall within 7 days either confirm or withdraw the comment and, where the comment is confirmed, the Contractor shall amend and resubmit the document accordingly.

3. Provided always that:

8.1 confirmation or withdrawal of a comment in accordance with paragraph 7 shall not signify acceptance by either the Employer or the Architect/Contract Administrator that the relevant Contractor's Design Document or amended document is in accordance with this Contract or that compliance with the Architect/Contract Administrator's comment would give rise to a Variation;

8.2 where in relation to a comment by the Architect/Contract Administrator the Contractor does not notify him in accordance with paragraph 7, the comment in question shall not be treated

as giving rise to a Variation; and

8.3
neither compliance with the design submission procedure in this Schedule nor with the Architect/Contract Administrator's comments shall diminish the Contractor's obligations to ensure that the Contractor's Design Documents and CDP Works are in accordance with this Contract.

Amended from published version.
Comparison must be provided.
79 of 79
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SWEET & MAXWELL

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FREETHS

SCHEDULE OF AMENDMENTS TO JCT 2016

INTERMEDIATE BUILDING CONTRACT WITH CONTRACTOR'S DESIGN

RELATING TO A PROJECT KNOWN AS

Summer 2024 works at the Kop Stand and Gill Merrick

The following amendments shall be made to the JCT Intermediate Building Contract with contractor's design 2016 Edition

RECITALS

Seventh Recital Delete first sentence and replace with the following

"The Employer and the Contractor confirm that the Contractors Proposal and also the Employer's Requirements."

ARTICLES

Article 5 Delete and replace with the following:

"The CDM Principal Designer and the Building Regulations Principal Designer are as identified in the Contract Particulars (against the reference for Article 5) or in each case such replacement as the Employer may at any time appoint to fulfil the role in question."

Article 6 Delete and replace with the following:

"The CDM Principal Contractor and the Building Regulations Principal Contractor are as identified in the Contract Particulars (against the reference for Article 5) or in each case such replacement as the Employer may at any time appoint to fulfil the role in question."

Article 8 Delete and replace with the following:

"The reference to "Article 8" in the Contract Particulars and clauses 9.3 to 9.8 shall be deemed deleted".

CONTRACT PARTICULARS

Insert additional Contract Particulars entries and amend existing entries as follows.

Article 5	The CDM Principal Designer is Mace Consult Limited (company number 07094851) whose registered office is at 155 Moorgate, London, EC2M 6XB

	The Building Regulations Principal Designer is Construction CDM Services Limited (company number 11339489) whose registered office address is The Roller Mill, Mill Lane, Uckfield, England, TN22 5AA
Article 6	The CDM Principal Contractor is Mace Consult Limited (company number 07094851) whose registered office is at 155 Moorgate, London, EC2M 6XBThe Building Regulations Principal Contractor is Mace Consult Limited (company number 07094851) whose registered office is at 155 Moorgate, London, EC2M 6XB
2.21.2.1	The specific criteria to be satisfied as preconditions to practical completion are as follows:

• Provision of the health and safety file under the CDM Regulations (or where the Contractor is not the CDM Principal Designer all information likely to be needed under the CDM Regulations for inclusion in the health and safety file)

• Provision of all Collateral Warranties which the Contractor is then obliged under this Contract to procure in relation to the Works or Section in question

• Provision of all operation and maintenance manuals required in relation to the Works or Section in question (containing as a minimum the information specified in the Contract Documents as to be included in operation and maintenance manuals);

• Any other requirements set out in the Employer’s Requirements. |

3

| 2.21.2.2 | Practical completion of the Works will not be accepted during the following periods:
23 December to 1 January inclusive in any year |
| --- | --- |
| 4.3 and 4.9 | Delete the whole of the existing entry against these numbers in both columns and replace with the following:
"The Contract Sum and the prices contained in the Contract Sum Analysis and CDP Analysis will be deemed to allow for all price fluctuations (whether occurring before or after the Base Date) and no adjustment will be made to the Contract Sum in the event of such fluctuations and all references in this Contract to Schedule 4 and any Fluctuations Provision will be deemed to be deleted". |
| 7.3 | Delete the existing text and replace with the following:
The sub-contractors from whom collateral warranties are required are any sub-contractor who either has a design responsibility (including without limitation responsibility for the selection of goods and materials and the supply of proprietary products and systems) or is responsible for any of the following elements of the Works:
• Mechanical alterations and installations; and
• Catering installations
The beneficiaries in whose favour collateral warranties may be required are:
• The Employer |

CONDITIONS

Section 1 Definitions and Interpretation

1.1 Insert new definitions as follows:

"Accountable Person
the person(s) who are or may be from time to time required by the Building Safety Laws to perform the functions of the accountable person."

"Building Regulations
The person currently appointed to that role pursuant to Article 5."

"Building Regulations
The person currently appointed to that role pursuant to Article 6."

"Building Laws
of any or all of the following (to the extent applicable to the Works):
- the Building Safety Act 2022;
- the Defective Premises Act 1972;
- the Building Act 1984;
- the Building Regulations;
- any statutory instrument, regulation, rule, order, code of practice or guideline made under the Building Safety Act 2022, the Defective Premises Act 1972, the Building Act 1984 and the Building Regulations having the force of law that affects the Works;"

• any guidance issued by a government department, the Building Safety Regulator and/or the Health and Safety Executive in connection with the Building Safety Act 2022, the Defective Premises Act 1972, the Building Act 1984, the Building Regulations and/or any statutory instrument, regulation, rule, order, code of practice or guideline relating to the Building Safety Act 2022, the Defective Premises Act 1972, the Building Act 1984 and/or the Building Regulations; and

• any building safety laws and regulations now or from time to time in force that affect the Works or performance of any obligations under this Contract."

"Building Safety Regulator" the Building Safety Regulator as defined by the Building Safety Act 2022."

"CDM Principal Designer" The person currently appointed to that role pursuant to Article 5."

"CDM Principal Contractor" The person currently appointed to that role pursuant to Article 6."

"Consents" The planning permissions referred to in the Contract Documents, approval of reserved matters or details pursuant thereto, building regulations approval, fire officer approval and any other permissions approvals, certificates, and licences that may be necessary pursuant to the Statutory Requirements or otherwise for the carrying out of the Works and if they are 6

destroyed or damaged the reinstatement of the Works.

Delete the definition of "Consultants".

Insert new definitions as follows:

"Delay Event
any event (whether or not a breach of contract by the Contractor) which is not a Relevant Event and which delays any item of work which is on the critical path for the Works (or which would be on the critical path but for any Relevant Event effects which are concurrent with its effects)

"Documents
In clauses 2.33 and 2.38 only, means all drawings, details, plans, reports, calculations, specifications, bills of quantities levels and setting out details and other documents of any nature whatsoever and designs contained in them (and any works executed from them) provided by or on behalf of the Contractor in the course of performing its obligations under this Contract".

Delete the definition of "Employer Rights".

Delete the definitions of: Funder and Funder Rights.

Insert new definition as follows:

"Obvious Omissions
those items of work which are not specifically identified in the Contract Documents but which it is reasonable to expect an experienced contractor to identify from them as being necessary. For example (but without prejudice to the generality of the foregoing) taps on a wash basin".

Delete the definition of P&T Rights.

Insert new definition as follows:

"Principal Accountable Person
the person who is or may be from time to time required by the Building Safety Laws to perform the functions of the principal accountable person."

"Project Team
collectively all persons employed or engaged on or in connection with the Works or any part of them and any other person properly on the site in connection with the Works."

Delete the definition of "Rights Particulars".

"Schedule of Amendments
The Schedule of Amendments to the JCT 2016 Intermediate Building Contract with contractor's design which forms part of the Contract Documents or is otherwise annexed hereto".

1.2 Add a new sentence to the end as follows:

"All references to Recitals, Articles, Contract Particulars, Conditions, Contract Documents, Agreement or any other part of this Contract mean the same as amended by the Schedule of Amendments".

1.3 Add to the end "(save that the Schedule of Amendments shall modify all other parts of this Contract)".

1.4.7 Add new clause as follows:

"References to the "reverse charge applying" (or similar) mean any case where the recipient of a supply for VAT purposes, or a member of a VAT group of which the recipient of the supply is a member, is required to

account to the relevant tax authority for the VAT chargeable in respect of the supply."

1.7.2 Add to the end "and the Parties have agreed that Payment Notices and Pay Less Notices may be served by email or any other means and shall be deemed to have been duly served as soon as delivered to the recipient's address or to a representative of the recipient".

1.9.1.1 Add to the end "and is for the avoidance of doubt subject to clause 1.13".

1.11.2 Add a new sentence to the end as follows:

"In addition, any provision in this Schedule of Amendments where a consent is expressly stated to be at a party's absolute discretion or is otherwise expressly made subject to additional qualifications or exceptions shall prevail over clause 1.11.1".

1.13 Add new clause as follows:

"Notwithstanding any other provision of this Contract, the term "approval" when used in the context of any approval to be given by or on behalf of the Employer or the Architect/Contract Administrator shall have the meaning "acceptance of general principles only" and no such approval shall diminish or relieve the Contractor from any of his obligations or liabilities under this Contract."

1.14 Add new clause as follows:

"This Contract may be signed in any number of separate counterparts, each of which when signed and dated shall be an original, and such counterparts taken together shall constitute one and the same agreement."

1.15 Add new clause as follows:

"The provisions of this Contract and the warranties and undertakings which it contains are hereby deemed to apply to all design, construction and other work carried out by the Contractor in relation to the Works

prior to the date of this Contract as if this Contract had been signed prior to the commencement of such work."

Section 2 Carrying out the Works

2.1 Add new clause as follows:

"2.1.4 obtain (save where the Contract Documents state that they are to be obtained by the Employer) all those approvals, permissions and consents necessary for carrying out the Contractor's Designed Portion and including without limitation all those (if any) identified in the Employer's Requirements or the Contractor's Proposals as to be obtained by the Contractor and the discharge of planning conditions relating to them but for the avoidance of doubt the Contractor shall be responsible for the discharge of only those planning conditions which are identified as his responsibility in the planning conditions matrix within the Contract Documents. The Contractor shall not have or make any claim for an extension of time under clause 2.19 or for loss and/or expense under clause 4.15 and the Contractor shall not be entitled to exercise his rights under Section 8 where and to the extent that the course of the progress of the Works or any Section having been delayed, affected or suspended arises from non-compliance by the Contractor with its obligations under this clause 2.1.4 or any failure by the Contractor to provide necessary drawings, information or documents in due time. The Contractor will supply to the Architect/Contract Administrator copies of all applications made for any permission, approval or licence or consent requisite for the carrying out of the Contractor's Designed Portion and of all grants or refusals which may be made in response to such applications.

2.1A Add a new clause as follows:

"2.1A.1 The Contractor shall co-operate and collaborate with the Employer, the Architect/Contract Administrator, the Quantity Surveyor, the Project Team and the Building Safety Regulator to ensure compliance with the Building Safety Laws.

2.1A.2

The Contractor warrants to the Employer that:

.1 neither it nor any of the Contractor's Persons has done, or permitted to be done, or will do or permit to be done, anything which:

• is in breach, or is likely to have been in breach of any Building Safety Laws; or
• will result, or is likely to result, in the Employer being in breach of any Building Safety Laws; and

.2 it shall comply, and shall procure compliance by each of the Contractor's Persons with the Building Safety Laws."

2.1A.3

Add new clause as follows:

"Notwithstanding any other provision of this Contract, any action under this Contract relating to a breach or alleged breach of the Contractor's obligations to carry out and complete the Works in accordance with clause 2.1A.2 may be brought at any time before the expiration of 15 years from the date of issue of the final certificate of making good under clause 2.31 of the Contract or from the date of termination of the Contractor's employment under Section 8 of the Conditions (whether or not the validity of that termination is contested), whichever is the earlier.

2.1A.4

The Contractor and the Contractor's Persons shall promptly and without charge provide to the Accountable Person and/or the Principal Accountable Person on request copies of any information that the Contractor and the Contractor's Persons are required to provide to the Accountable Person and/or the Principal Accountable Person by the Building Safety Laws."

2.2

Add new clauses as follows:

2.2.3

Subject to clause 2.34.1 the Contractor warrants in relation to the Works that there have not been and will not be specified or used by it and that it has not and will not authorise or approve the specification or use by

others of any products or materials not in conformity with relevant British or European Standards or Codes of Practice or which at the time of use are widely known to builders or designers of the relevant discipline within the United Kingdom to be deleterious to health and safety or to the durability of buildings and/or other structures and/or finishes and/or plant and machinery or any parts thereof in the particular circumstances in which they are used. For the avoidance of doubt the Contractor shall not be in breach of this clause 2.2.3 if he warns the Employer in writing that an Architect/Contract Administrator's instruction or a Contract Document requires him to use a product or material the use of which would be a contravention of this clause and the Employer nevertheless instructs him to use it.

2.2.4

If in the performance of its duties under this Contract the Contractor becomes aware that he or any other person has specified or used or authorised or approved the specification or use by others of any such products or materials as are referred to in clause 2.2.3 the Contractor will notify the Employer in writing forthwith. This clause does not create any additional duty for the Contractor to inspect or check the work of others which is not required by this Contract".

2.3A

Add new clauses as follows:

"2.3A.1

Prior to the earliest Date of Possession the Contractor will produce a programme for the design of the Contractor's Designed Portion and the execution of the Works in such form and giving such information as the Architect/Contract Administrator may reasonably require ("the Works Programme"). Thereafter the Contractor will from time to time revise the Works Programme as appropriate to minimise or avoid any or any anticipated delay or disruption to the carrying out of the Works. The Contractor will supply a copy of the Works Programme and any revised Works Programme to the Architect/Contract Administrator forthwith after its production.

2.3A.2

The Contractor will report to the Architect/Contract Administrator monthly in writing comparing the progress of the design of the Contractor's Designed Portion and the execution of the Works with the then current Works Programme and will promptly advise the Architect/Contract Administrator in the event of delay or disruption and will set out the measures which the Contractor is taking or proposes to take to minimise or make good such delay or disruption."

2.7

"2.7.3

The Contractor will (in the case of work under clause 2.7.1) ensure and in the case of other work use his reasonable endeavours to ensure that wherever appropriate the execution and completion of the Works are co-ordinated with the work of others engaged or authorised by the Employer, all statutory undertakers and all suppliers of goods, materials and plant and will provide to the Architect/Contract Administrator all information necessary for this purpose.

2.7.4

The Contractor will provide access to the Site for those engaged or authorised by the Employer as referred to in clauses 2.7.1 and 2.7.2.

2.7.5

During the course of the Works the Contractor will produce programmes in such form and at such times as may reasonably be required by the Architect/Contract Administrator and/or those referred to in clause 2.7.3 to facilitate such work not forming part of this Contract.

2.7.6

The Contractor will use his reasonable endeavours to facilitate the execution of such work not forming part of this Contract".

2.10.4

Add a new clause as follows:

"The Contractor will not vary, amend, add to or alter the Works as described in the Employer's Requirements, the Contractor's Proposals or any drawings or other documents approved by the Architect/Contract Administrator, without first complying with the Design Submission Procedure in relation to the variation, amendment, addition or alteration.

In seeking the approval of the Architect/Contract Administrator in respect of any such matter the Contractor shall provide to the Architect/Contract Administrator adequate details of the proposed variation, amendment, addition or alteration including (without limitation) relevant performance and qualitative criteria in relation to any materials and highlighting on any relevant drawings the nature of the proposed variation, amendment, addition or alteration".

2.10A

Add new clause as follows:

“2.10A.1

The Contractor has had an opportunity to and shall be deemed to have inspected and examined the site, its physical and other conditions, its surroundings all existing structures thereon and thereunder and any existing site infrastructure and services (together “Site Conditions”) and generally to have obtained for himself all necessary information as to conditions risks contingencies and all other circumstances related to Site Conditions which could influence or affect the execution of the Works and/or the design of the Contractor’s Designed Portion.

2.10A.2

No failure on the part of the Contractor to discover or foresee or allow for any such condition, risk, contingency or circumstance, whether or not the same ought reasonably to have been discovered or foreseen or allowed for, (and no Variation to the extent that it is reasonably necessary in order to deal with such failure) shall entitle the Contractor to any adjustment of the Contract Sum or to any extension of time. The Contractor shall not have nor make any claim in contract, tort or by way of innocent or negligent misrepresentation in respect of information provided, or statements made, by or on behalf of the Employer in respect of such conditions risks contingencies or circumstances relating thereto.

2.10A.3

As between the Contractor and the Employer the Contractor will not and will not be entitled to rely upon any survey, report or other document prepared by or on behalf of the Employer regarding any such matter as is referred to in this clause 2.10A in so far as it relates to the Contractor’s Designed Portion and the Employer makes no representation or

warranty as to the accuracy or completeness of any such survey, report or document. The Employer will have no liability arising out of or in relation to any such survey, report or document or from any representation or statement, whether negligently or otherwise made, therein contained which affects the Contractor's Designed Portion. Any such survey, report or document is provided without prejudice and merely with the intention of being helpful to the Contractor (for example but without prejudice to the generality of the foregoing by identifying where the Contractor could make cost savings by having its own investigations and reports carried out by consultants who have previously done similar work for the Employer or others)".

2.13.3.2 After “Contractor’s Design Documents” insert “and/or the Employer’s Requirements”.

2.13A Add new clause as follows:

“2.13.A The Contractor shall to the extent set out in clause 2.34:

2.13A.1 be fully responsible in all respects for the design of the Contractor's Designed Portion including (without limitation) all design work prepared before or after the date of this Contract and including (without limitation) any design contained in the Employer's Requirements;

2.13A.2 adopt and take responsibility for any design work in relation to the Contractor's Designed Portion which may be carried out or which may have been carried out by professional consultants or specialist sub-contractors or any other person employed by the Contractor (including without limitation any employed at the request of the Employer);

2.13A.3 be responsible for verifying the adequacy of the Employer's Requirements”.

2.13B Add new clause as follows:

"The Contractor will be held to have checked all designs and verified all information contained in the Employer's Requirements and to have obtained any supplementary information needed in respect thereof. The Employer will not be liable for any error or omission in such designs or information however it occurred".

2.14.1 After “Contractor's Design Documents” insert “and/or the Employer's Requirements”.

2.16A Add new clause as follows:

"The correction of any Obvious Omission in any of the Contract Documents shall not be treated as a Variation but shall be accepted and implemented by the Contractor without any adjustment of the Contract Sum or extension of time for completion of the Works or any Section and without affecting in any way the design or other responsibilities of the Contractor under this Contract".

2.19.6 Add new clause as follows:

"except to the extent that clause 2.20.9 applies the Contractor shall not in any event be entitled to an extension of time to the extent that any delay in the progress of the Works is due to any negligence, breach of statutory duty, breach of contract or other default of the Contractor or any of the Contractor's Persons".

2.19.7 Add new clause as follows:

"no extension of time shall be granted where and to the extent that the progress of the Works is concurrently delayed due to a Delay Event".

2.20.2.3 Add to the end “or unless the instruction was given following previous inspections or testing which had shown that work, materials or goods were not in accordance with this Contract and the instruction was not given vexatiously”.

2.20.7 Add to the end “provided that that the Contractor shall have taken all reasonable steps to have liaised with such Statutory Undertaker and to have arranged for such works to take place in accordance with his obligations under this Contract”.

2.20.11 Add to the beginning “Save where it affects only the Contractor and/or any Contractor Persons and/or any members of any group, joint venture or other business structure of which the Contractor and/or any Contractor Persons are a part any”.

2.21 Renumber as 2.21.1 and insert at the beginning “Subject to clause 2.21.2”. Add a new clause 2.21.2 as follows:

“2.21.2 Unless the Employer otherwise agrees in writing (which agreement may relate to either practical completion or change to the applicable percentage referred to in clause 4.9.1 or both) and notwithstanding anything to the contrary elsewhere in this Contract no part of the Works will be deemed to be practically complete and the applicable percentage referred to in clause 4.9.1 shall be that which applies in respect of Works which have not achieved practical completion:

2.21.2.1 If any of the specific criteria listed in the Contract Particulars entry relating to this clause 2.21.2.1 have not, in the reasonable opinion of the Architect/Contract Administrator been satisfied;

2.21.2.2 During any period in which the Contract Particulars entry relating to this clause 2.21.2.2 states that practical completion will not be accepted in relation to the Works or any relevant Section;

2.30 Add the following to the end of the clause

"The Contractor shall

(1) make good any such defects shrinkages and other faults which the Employer reasonably considers need making good as a matter of urgency within 24 hours (or such shorter period as the Employer may reasonably specify in the case of defects shrinkages or other

faults endangering health or safety) of receiving the Employer's instruction ("the Emergency Defects") and

(2) make good any such defects shrinkages and other faults which the Employer reasonably considers to be serious defects shrinkages or other faults within 7 days of receiving the Employer's instruction ("the Serious Defects") and

(3) make good all other such defects shrinkages and other faults notified to the Contractor within 4 weeks of receipt of the Employer's instructions ("the Routine Defects").

If the Contractor fails to comply with its obligations in this clause 2.30 (time being of the essence) the Employer may forthwith engage others to carry out the relevant work and the Contractor shall indemnify the Employer in respect of all costs, losses and expenses arising from such failure including without limitation the cost to the Employer of having the relevant works carried out by others".

2.33

Delete and insert the following:

"2.33.1

Copyright and registered and unregistered design right in all Documents will remain vested in the Contractor but the Contractor hereby grants (or if such a grant cannot legally take place until a later date agrees to grant) to the Employer with effect from the date of this Contract or in the case of Documents not yet in existence with effect from the creation of them an irrevocable royalty free non-exclusive licence (such licence to remain in full force and effect notwithstanding the completion of the Contractor's obligations or termination of its employment under this Contract or any dispute under this Contract) to use and reproduce all Documents for any purpose whatsoever connected with the Works (including but without limitation the execution, completion, maintenance, letting, advertisement, modification, extension, reinstatement and repair of the Works). Such licence will carry the right to grant sub-licences and will be transferrable to third parties.

2.33.2

The Contractor will not be liable for any use the Employer may make of the Documents for any purpose other than that for which they were originally provided unless the Contractor authorises such use and confirms that the Documents are suitable for it.

2.33.3

The Contractor warrants that the Documents (save to the extent that sub-contractors have been used to prepare them) are and will be its own original work and that in any event their use in connection with the Works will not infringe the rights of any other person. The Contractor further warrants that where sub-contractors have been used or are used their work is and will be original and that it will obtain the necessary consents in relation to clause 2.33.1.

2.33.4

The Contractor agrees that on the Employer's reasonable request at any time and following reasonable prior written notice it will give the Employer or those authorised by it access to the Documents and will provide copies of them (including without limitation copy negatives and/or CAD disks or other approved electronic versions) at the Employer's expense.

2.33.5

The Contractor now waives and agrees to waive and not to assert (and agrees to procure that any sub-contractors do likewise) all moral rights in the Documents under Chapter IV of the Copyright, Designs and Patents Act 1988".

2.34.1

Delete and insert:

"The Contractor shall in exercising its responsibilities for the design of the Contractor's Designed Portion exercise (and hereby warrants that it has exercised) all the reasonable skill, care and diligence to be expected of a competent and appropriately qualified engineer or architect or, as the case may be, other appropriately qualified designer experienced in exercising such responsibilities in relation to works of the same type, complexity, value and time scale as the Contractor's Designed Portion".

19

2.34.2
In lines 2 and 3 replace “the clause 2.34.1 reference to the Contractor’s liability includes liability” with “the Contractor shall exercise reasonable skill, care and diligence as required by clause 2.34.1 to avoid liability for the Employer or any other person”.

2.35
Add a new clause as follows:

"The Contractor warrants and undertakes that he shall design the Contractor's Designed Portion and construct the Works:

2.35.1
in compliance with all Consents, Statutory Requirements, law, British Standard Institute recommendations, requirements of codes of practice, manufacturers' recommendations, and any requirements and codes of practice of local or other authorities affecting the Works and/or the Site current at the time of the Contract;

2.35.2
without infringement of any rights, reservations, covenants, restrictions, stipulations or other incumbrances binding upon or affecting the Site (save as may have been agreed with the Employer) in so far as details of the same have been included or specifically referred to in the Contract Documents or otherwise made known to the Contractor;

2.35.3
so as to comply with any performance specification or requirement included or referred to in the Employer's Requirements or the Contractor's Proposals (including without limitation any Variations)".

2.36
Add new clause as follows:

"All references to design done or to be done by the Contractor shall include a reference to design prepared or issued by others at the Contractor's request and any design relating to or for the Contractor's Designed Portion obtained by the Employer prior to the date of this Contract and forming part of the Employer's Requirements or Contractor's Proposals."

2.37
Add new clauses as follows:

“2.37.1
The Contractor will not without the prior written approval of the Employer in his absolute discretion take or permit to be taken any photographs of the Works for use in and may not use the name of the Employer or of any person to whom a collateral warranty is to be given or any details of the Works in any publicity or advertising.

2.37.2
The Contractor and its agents and employees, will not without the prior written approval of the Employer in his absolute discretion disclose to any other person (other than any person to whom disclosure must be made in order for the Contractor to fulfil its duties under this Contract, or as may be required by statute) any information about the Works including without limitation drawings, plans, sketches, calculations and other materials relating to them or any information about the Employer or its business or activities or any information about any person in whose favour the Contractor is obliged under this Contract to execute a warranty or their businesses or activities, nor will the Contractor exploit any such information for the benefit of itself or any other person. The Contractor's obligations under this clause 2.37.2 will not apply to any information which is already in the public domain or to any information which came to it otherwise than in connection with its involvement in relation to the Works save where its entry into the public domain or its coming to the Contractor was as a result of a breach by the Contractor or any other person of any contractual obligation.

2.37.3
The Contractor will ensure that similar provisions are included in its contracts with sub-contractors and will enforce such provisions".

2.38
Add new clause as follows:

“In the event of the determination of the Contractor’s employment and notwithstanding that the validity of such determination may be disputed by the Contractor, the Contractor shall provide to the Employer two hard copies and (where they were generated electronically) one electronic copy of all Documents and draft Documents”.

2.39
Add new clause as follows:

"The Contractor shall at all times use reasonable endeavours to prevent any nuisance or other interference with the rights of any adjoining land-owner tenant or occupier or any statutory undertaker of which the Contractor is or ought reasonably to have been aware arising from the carrying out of the Works and shall assist the Employer in defending any action or proceedings which may be instituted in relation thereto. The Contractor shall be responsible for and shall indemnify the Employer from and against any and all expenses liabilities losses claims and proceedings resulting from any failure of default by the Contractor in performing its obligations under this clause 2.39".

2.40

Without prejudice to the obligations of the Contractor under clause 2.39, the Contractor shall ensure at all times that there is no trespass by the Contractor, its servants, agents, sub-contractors or suppliers (including, without limitation, the oversailing of cranes and/or scaffolding) on or over any adjoining or neighbouring property arising out of or in the course of or caused by the carrying out of the Works and shall take all reasonable safety and other measures to prevent damage or injury to any persons including, without limitation, the occupiers of adjoining or neighbouring property and members of the public. If the carrying out of the Works or of any obligation pursuant to clause 2.30 is likely to necessitate any interference (including, without limitation, the oversailing of cranes and/or scaffolding) with the rights of adjoining and neighbouring owners or occupiers, then the Contractor shall, at no cost to the Employer obtain the prior written agreement of such owners and/or occupiers thereto and such agreement shall be subject to the approval of the Employer before execution. The Contractor shall comply in every respect with any conditions contained in any such agreement".

2.41

"2.41.1
In carrying out the Works the Contractor shall make proper provision for the support and use of any land, walls, buildings, roads and footpaths upon, adjacent or near to the Site and which are affected by the Works.

2.41.2
The Contractor shall make good any damage to footpaths, roads, pavements or adjoining property and any services therein arising out of or in the course of or by reason of the execution of the Works and reinstate such roads, pavements, property or services to the reasonable satisfaction of the Employer and any competent authority".

Section 3 Control of the Works

3.1
Re-number as 3.1.1 and insert new clauses as follows:

"3.1.2
The Contractor hereby grants to the Employer and those authorised by the Employer an irrevocable licence to enter upon the site prior to the date of practical completion on first giving reasonable notice to the Contractor for the purpose of inspecting the Works or any part. The Employer shall procure that no interference in or obstruction of the progress of the Works by the Contractor shall be caused thereby.

3.1.3
The Contractor shall permit the Employer and those authorised by the Employer (but not more than six) to attend all site meetings (of which the Contractor shall give not less than five Business Days' notice and which shall be held not less frequently than every four weeks and more if requisite). The Contractor shall prepare full and proper minutes of all such meetings and shall pass copies of such minutes to the Employer and all others who attended within five Business Days of each such meeting".

3.6.1
Add to the end "and in the case of any sub-contract awarded to one of the sub-contractors referred to in clause 7.3 (being one from whom a collateral warranty may be required) that its terms have been previously approved by the Employer and that it is executed as a deed".

3.6.2.3
After "CDM Regulations" insert "and Building Safety Laws".

3.6.2.4 Delete

3.6.2.5 Delete and replace with the following:

"in the case of any sub-contract for one of the sub-contractors referred to in clause 7.3 (being one from whom a collateral warranty may be required) such obligations as are necessary to ensure that it is in all respects compatible with the terms of this Contract (including without prejudice to the generality of the foregoing as regards giving collateral warranties);"

3.6.2.6 Add a new clause as follows:

"That each party to the sub-contract shall co-operate and collaborate with the Employer, Project Team and the Building Safety Regulator to ensure compliance with the Building Safety Laws."

3.6.4 Add new clauses as follows:

"3.6.4.1 the Contractor shall provide on demand to the Employer certified copies of any sub-contract (save for particulars of the sub-contract sum or fee) under which the Contractor has employed any sub-contractor from whom a collateral warranty may be required;

3.6.4.2 the Contractor shall not do or omit to do any act or thing which will entitle any sub-contractor from whom a collateral warranty may be required to treat its sub-contract as terminated by breach;

3.6.4.3 the Contractor shall not discharge the employment of any sub-contractor from whom a collateral warranty may be required without the prior written approval of the Employer;

3.6.4.4 the Contractor agrees that it will not waive release vary nor estop itself in any material respect from enforcing or seeking redress for breach of any obligation or duty owed to it by any sub-contractor from whom a collateral warranty may be required without the consent of the Employer".

3.7 Delete.

3.8.2 After "CDM Regulations" insert "or Building Safety Laws".

3.10 Delete the second sentence and substitute the following:

"The Contractor will notwithstanding such request or the Architect/Contract Administrator's response to it comply with the said instruction. Unless it is subsequently decided in any proceedings that the provision specified by the Architect/Contract Administrator in answer to the Contractor's request does not empower the issue of the said instruction then the issue of the same will be deemed for all the purposes of this Contract to have been empowered by the provision of the Conditions so specified by the Architect/Contract Administrator".

3.11.2 Delete and substitute "[not used]".

3.11.5 Add to the end "and the Employer may at any time (but subject to clause 2.7) engage others to carry out any work instructed to be omitted from this Contract".

3.14 Add to the end "or unless the instruction was given following previous inspections or tests which had shown that materials, goods or work were not in accordance with this Contract and the instruction was not given vexatiously".

3.18 Throughout this clause insert "CDM" before both "Principal Designer" and "Principal Contractor".

3.19 Add new clause as follows:

3.19.1 The Contractor shall liaise with the Building Regulations Principal Contractor and Building Regulations Principal Designer in respect of the Works and shall comply with instructions from the Architect/Contract Administrator in connection with compliance of the the Building Regulations.

3.19.2

Whether or not the Contractor is the Building Regulations Principal Contractor, compliance by the Contractor with its duties under Part 2A of the Building Regulations shall be at no cost to the Employer and shall not entitle the Contractor to an extension of time."

3.20

The liability of the Contractor under this Contract shall not be released, reduced or in any other way affected by:

3.20.1 any direction, admission, approach, consent, approval, confirmation, comment, sanction, acknowledgement or advice made or given by or on behalf of the Employer;

3.20.2 any act omission or delay by or on behalf of the Employer in inspecting approving or informing itself about anything relating to the Works;

3.20.3 any enquiry or inspection into any relevant matter which may be made or carried out by or on behalf of the Employer;

3.20.4 the inclusion of the value of any work, materials or goods in any Interim Payment;

3.20.5 the appointment or failure to appointment any clerk of works or other person to inspect or otherwise report in respect of the Works or by any act or omission of any clerk of works or other person whether or not such act or omission might give rise to an independent liability to such clerk of works or another person to the Employer and/or any third party;

3.20.6 the issue of the Practical Completion Statement, any Section Completion Statement and/or the Notice of Completion of Making Good Defects."

"3.21

3.21.1
"If as a result of the construction phase plan under the CDM Regulations not being ready construction of the Works or any Section cannot start on the Date of Possession, the Contractor will not be entitled to any extension of time or addition to the Contract Sum (whether under clause 4.15 or otherwise) as a result of the Contractor being unable to commence the construction of any Section of the Works on the relevant Date of Possession."

3.21.2
If the construction phase plan under the CDM Regulations has to be amended or supplemented during the execution of the Works as a result of the negligence, omission, or default of the Contractor: the Contractor will not be entitled to any extension of time or any addition to the Contract Sum (whether under clause 4.15 or otherwise) as a result of that; and the Contractor will reimburse the Employer in respect of any loss or additional expense which the Employer incurs as a result of that".

3.22
Add new clause as follows:
"In the event that fitting out or other works by the Employer or others start before any information likely to be needed under the CDM Regulations for inclusion in the Health & Safety File is due to be supplied under this Contract the Contractor will provide in triplicate those parts of such information which are necessary for such fitting out or other works to be carried out safely and lawfully at least two weeks before such fitting out or other works are due to start".

Section 4
Payment

4.4
Delete.

4.5.1
Delete and replace with the following:
"The Contract Sum is exclusive of VAT and, in relation to each payment to the Contractor for any supply made under this Contract:

.1 the Contractor shall no later than two Business Days following the issue by the Employer of a Payment Notice issue to the Employer

an appropriate VAT invoice in respect of such supply, indicating whether or not the reverse charge applies to the supply; and

.2 subject to the Contractor complying with clause 4.5.1.1 and unless the reverse charge applies, the Employer shall in addition pay to the Contractor the amount of any VAT properly chargeable in respect of such supply."

4.7 Delete and insert as follows:

4.7.1 The Employer has or shall provide an advance payment of 40% of the Contract Sum ("Advance Payment"). The Contractor shall hold the Advance Payment in trust for the benefit of the Employer. The Contractor undertakes to use the Advance Payment exclusively for the purposes of carrying out the Works under this Contract. The Contractor shall not commingle the Advance Payment with its own funds.

4.7.2 The Contractor shall not be entitled to submit any further applications for payment until such time as it has carried out the works and services under this Contract exceeding the Advance Payment.

4.7.3 In the event this Contract is terminated, any unexpended part of the Advance Payment shall become immediately due and payable to the Employer. If it remains unpaid after a period of five (5) working days from the Employer's written demand, the unexpended part of the Advance Payment shall be recoverable by the Employer from the Contractor as a debt.

4.8.1 After "7 days after" insert "the later of: the date on which the Employer receives a valid VAT invoice in respect of the sum in question (where the sum in question is to be paid by the Employer); and".

4.9.1.2 Add to the end:

"and provided the Contractor has produced to the Architect/Contract Administrator satisfactory evidence that there is no term of any contract or other circumstance which would operate to prevent the passing of

property in such materials and goods to the Employer as provided for in clause 2.17".

4.9.3 Add to the end:

"and any amounts relating to the services or work of any sub-contractors from whom the Contractor is obliged at the time in question to procure collateral warranties but from whom the Contractor has failed to procure such collateral warranties (unless the reason for such failure is that the sub-contractor in question is insolvent)".

4.9.3 Replace the full stop at the end with “; but” and insert a new final paragraph to clause 4.9 as follows:

"notwithstanding any other provision of this Contract: each valuation shall be a true valuation based on the true factual position and shall not assume that previous Interim Certificates or valuations or payments or decisions or notices relating to them were correct; should any interim payment calculation in accordance with this clause 4.9 produce a negative figure then that represents a previous overpayment by the Employer and the Contractor shall reimburse the Employer forthwith the amount of the overpayment (including without limitation any VAT thereon). The due date for any such reimbursement will be the date 7 days after the relevant Interim Valuation Date or if later the date of receipt by the Contractor of the Employer's written demand for the reimbursement, the final date for payment in respect of any such reimbursement will be 7 days after the due date and the period before the final date for service of a Pay Less Notice will be 5 days."

4.9A Add new clauses as follows:

"4.9A For the avoidance of doubt the Employer's interest in the percentage of values not paid to the Contractor by virtue of clause 4.9.1 shall not be fiduciary, either as trustee for the Contractor or any other person, or in any other capacity; the relationship of the Employer and the Contractor with regard to the Retention shall solely be that of debtor and unsecured

creditor, subject to the terms hereof; and the Employer shall have no obligation to invest the Retention of any part thereof. The Employer shall have no obligation to segregate such monies or any part thereof in a separate banking account, or in any other manner whatsoever and shall be entitled to the full beneficial interest in them and every part thereof (and, without limitation, interest thereon and income arising therefrom) unless and until such monies are paid to the Contractor pursuant to this Contract".

4.12.1 Replace "14" with "30".

4.12.5 In line 6 replace "5 days" with "1 day".

4.13.4 Add new clause as follows:

"For the avoidance of doubt neither the Architect/Contract Administrator's failure to serve a Payment Certificate or Payment Notice nor the failure to serve a Pay Less Notice on behalf of the Employer shall be interpreted as acceptance by the Architect/Contract Administrator, the Quantity Surveyor or the Employer that any given Payment Application or Contractor's Payment Notice are correct."

4.13.5 Add new clause as follows:

"If the Contractor has been requested by the Employer to satisfy him that any amount due to a sub-contractor or a supplier of materials or goods for incorporation in the Works which has been included in any previous Interim Payment Application has (net of any proper deductions which the Contractor is entitled to make) been paid and the Contractor has failed to provide reasonable evidence of this then until such reasonable evidence has been provided the Employer may deduct from any payment due to the Contractor under this Contract a sum equal to the amount the Employer reasonably believes should have been paid to the sub-contractor or supplier in question".

4.15.1 Add to the end:

"but shall use constantly his best endeavours to prevent or minimise any disruption to the regular progress of the Works as aforesaid and to mitigate any direct loss and/or expense incurred by him and shall not in any event be entitled to reimbursement of direct loss and/or expense to the extent that the same has been incurred through any negligence, breach of statutory duty, breach of contract or other default of the Contractor or any of the Contractor's Persons".

4.17.2.3 Add to the end “or the instruction was given following previous inspection or testing which had shown that work, materials or goods were not in accordance with this Contract and the instruction was not given vexatiously”.

4.21.3 After “shall be” insert “the later of: the date on which the Employer receives a proper VAT invoice in respect of the final payment (where the final payment is a sum due from the Employer); and

4.22 Add new clause as follows:

"No sum shall be paid to the Contractor pursuant to clause 4.15 where and to the extent that the progress of the Works is concurrently delayed due to a Delay Event".

Section 5 Variations

6.3.1 Delete and replace with “Not Used”

6.3.2 Delete and replace with “Not Used”

6.5.1 In line 1 after “may be required” insert “or if a figure for such insurance is stated in the Contract Particulars”.

6.8 In the definition of “Joint Names Policy” after “policy of insurance” in line 1 insert “from a reputable insurance company carrying on business in the United Kingdom”.

6.10.4 Delete "and the Employer is a Local or Public Authority".

6.19 Delete and replace with the following:

"Where there is a Contractor's Designed Portion:

"6.19.1 The Contractor confirms that it holds professional indemnity insurance with a limit of indemnity of the type and in the amount not less than that stated in the Contract Particulars and the Contractor shall maintain such insurance with reputable insurers carrying on business in the United Kingdom until at least 6 years (or where longer the relevant limitation periods that would apply under Section 1 or Section 2A of the Defective Premises Act 1972; or Section 38 of the Building Act 1984 or the Civil Liability (Contribution) Act 1978) after the date of practical completion provided that such insurance is generally available in the market to design and build contractors with good claims records at a commercially reasonable cost and on commercially reasonable terms (and if not so available then the Contractor shall maintain such reduced level of or reasonable alternative insurance as is so available and is acceptable to the Employer acting reasonably). For the avoidance of doubt payment of any increased or additional premiums required by insurers by reason of the Contractor's own claims record or other acts omissions matters or things peculiar to the Contractor will be deemed within the Contractor's obligations and what is commercially reasonable will be judged by reference to what is being done by design and build contractors with good claims records. If the Contractor stops carrying out business such that it will be unable to maintain professional indemnity insurance, the Contractor shall provide a run-off cover policy to meet its obligations under this clause and provide evidence of how it intends to do this.

6.19.2 The Contractor shall notify the Employer in writing from time to time of any change in its professional indemnity insurance arrangements and within 7 days of the Employer's request at any time the Contractor will produce for inspection documentary evidence as to compliance with this

32

clause 6.19 and that payment has been made in respect of the last premium payment due.

6.19.3

If the Contractor fails to comply with its obligations under this clause 6.19 the Employer may recover from the Contractor either the cost of alternative insurance taken out by the Employer to cover the risks which the Contractor has failed to insure or (if the Employer elects to bear the risk itself) a reasonable estimate of what such insurance would cost the Employer".

6.20

Delete and replace with the following:

"The Contractor shall ensure that any sub-contractor from whom a collateral warranty may be required has when appointed and is thereafter obliged to maintain in force during the carrying out of the Works and for 6 years (or where longer the relevant limitation periods that would apply under Section 1 or Section 2A of the Defective Premises Act 1972; or Section 38 of the Building Act 1984 or the Civil Liability (Contribution) Act 1978) thereafter provided that the same is generally available in the market to sub-contractors in the relevant field at commercially reasonable rates and terms (and for the avoidance of doubt payment of any increased or additional premiums required by insurers by reason of the sub-contractor's own claims record or other acts, omissions, matters or things peculiar to it, will be deemed to be within the sub-contractor's obligations and what is commercially reasonable will be judged by reference to what is being done by subcontractors in the relevant field with good claims records), professional indemnity (or if approved by the Employer in writing product liability) insurance to cover negligence omission or default on the part of such sub-contractor and that such sub-contractor shall be liable to the Contractor in the event of such negligence omission or default. The amount of such insurance shall be notified to the Employer for approval prior to the appointment of the sub-contractor in question. As and when the Contractor is reasonably requested to do so by the Employer, the Contractor shall use reasonable endeavours to procure that such sub-

contractor shall produce for inspection documentary evidence that such professional indemnity (or product liability if so approved) insurance is being maintained".

6.21 Add new clause as follows:

"The Contractor shall not do or permit or suffer to be done any act or thing which may vitiate or prejudice the recovery of any sum under any policy or policies of insurance effected by the Contractor and shall bear or as the case may be reimburse the Employer in respect of any excess or deductible under such policy".

6.23 Add new clause as follows:

"Where Insurance Option A or B is to apply and existing facades or other structures at the Site are to be retained and incorporated into the structure or combination of buildings which will result from the completion of the Works, all references in this Contract to insurance of the Works and/or loss or damage to the Works and/or restoration, replacement or repair of the Works shall be construed as including such facades or other structures".

Section 7 Assignment, Performance Bonds and Guarantees and Collateral Warranties

7.1 Delete and replace with the following:

"The Contractor will not without the prior written consent of the Employer charge, assign or hold on trust the benefit of or its rights and benefits arising from this Contract. The Employer may without any further consent of the Contractor being required by written notice to the Contractor charge and/or assign and/or hold on trust the benefit of and its rights and benefits arising from this Contract but provided that the Employer may not charge or assign or hold on trust the benefit of or its rights and benefits arising from this Contract prior to practical completion of the Works or as the case may be of the relevant Section except either:

with the consent of the Contractor; or without the consent of the Contractor to any Fund".

7.3

Delete and replace with the following:

"7.3.1

The Employer may at any time up to 6 years from the date of this Contract request the Contractor to procure that any of the following Warrantors execute and deliver to the Employer as collateral warranties in favour of any of the following Beneficiaries:

Warrantors

Any professional consultant appointed by or whose appointment is novated or assigned to the Contractor in relation to the Works and any of their sub-consultants of any tier.

Any other sub-contractor appointed by the Contractor in connection with the Works who is referred to in the Contract Particulars entry relating to this clause 7.3 as one from whom a collateral warranty may be required.

Beneficiaries

Any person identified in the Contract Particulars entry relating to this clause 7.3 as someone in whose favour collateral warranties may be required.

7.3.2

Such collateral warranties shall be in the appropriate form annexed hereto (with, in the case of warranties from sub-contractors other than professional design consultants, such amendments as the Contractor may request and the Employer approve (for the avoidance of doubt such approval not to be unreasonably withheld or delayed) except that the Employer shall not be unreasonable in withholding or delaying consent if the Employer has contracted to procure such a warranty in favour of a third party and that third party does not consent to the amendment in question) and if any such form contains optional clauses the Employer shall state which optional clauses should appear in any given collateral warranty.

35

7.3.3

The Contractor shall procure that such execution and delivery takes place within 21 days of the Employer's request provided that such request was in writing, identified the name and address of the Beneficiary in question, and if appropriate identified which optional clauses should appear.

7.3.4

Notwithstanding any other provision of this Contract the Contractor shall not be entitled to the payment of any sum (or as the case may be any further sum) relating to the services or work of any sub-contractors from whom the Contractor is obliged at the time in question to procure collateral warranties but from whom the Contractor has failed to procure such collateral warranties (unless the reason for such failure is that the sub-contractor in question is insolvent).

7.4

"The Contractor shall obtain in favour of the Employer (or in favour of such other person as the Employer may specify) all warranties and guarantees which are available from the manufacturers and suppliers of all goods and equipment forming part of the Works and where extended warranties or guarantees are available shall notify the Employer of this in good time to enable the Employer to decide whether or not to make any necessary payments or take any other necessary actions in order to obtain such extended warranties or guarantees or to instruct (as a Variation where the Contract Documents do not otherwise require the extended warranty or guarantee to be obtained) the Contractor to do so."

7.5 – 7.8

Delete clauses 7.5 to 7.8 inclusive.

Section 8

Termination

8.1.4.1

Delete "he enters into an arrangement, compromise or composition in satisfaction of its debts" and replace with:

"It commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors".

8.1.4.2 At the end of the sub-clause, delete the full stop and replace with ";or".

8.1.4.3 "it applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986."

8.4.4 Add new clause as follows:

"If the Contractor fails to comply with his obligations under clause 6.19.1 or clause 7.2 then without prejudice to its other rights the Employer may by written notice to the Contractor terminate the Contractor's employment under this Contract".

8.5.4 Add new clause as follows:

"If the Contractor is Insolvent the Employer may deduct from any sums due to the Contractor under this or any other contract between them a sum equal to the cost of up to twelve year latent defects insurance in respect of the Works (and for the avoidance of doubt such deduction may be made whether or not the Employer actually buys such insurance or provides for or bears the risk in some other way)".

8.13 Add new clause as follows:

"Upon any determination of the Contractor's employment under Section 8 or if this Contract is determined, repudiated or discharged in any other manner and notwithstanding that the validity of such determination, repudiation or discharge may be disputed by the Contractor, the Contractor shall immediately deliver to the Employer possession of the whole of the Site and of the Works. On application by the Contractor, the Employer will allow the Contractor an opportunity to visit the Site to remove any equipment or plant belonging to the Contractor and which

was not capable of being removed when the Contractor returned possession of the whole of the Site to the Employer".

Section 9 Settlement of Disputes

9.2.2.2 Delete

Schedule 1 Insurance Options

C.1 Delete the heading and replace with “Insurance of Existing Structures and Works in or Extensions to them”

In paragraph C.1, in the heading delete the words “Joint Names Policy for Specified Perils” and delete the wording in its entirety and replace with the following:

“The Contractor shall obtain and maintain a comprehensive insurance policy covering the existing structures on the project site for the period set out in clause 6.7.2 of this Contract.

For the avoidance of doubt, the contractor’s public liability insurance shall serve as the primary coverage for the existing structures up the value of the Contractor’s public liability insurance of £10 million in the aggregate and the remaining reinstatement value shall be covered by the Employer.

The Contractor shall ensure that the public liability insurance that it maintains shall contain an indemnity to principals clause under which the Employer shall be indemnified in respect of claims made against the Employer in respect of death or bodily injury or third party property damage arising out of or in connection with the Works and for which the Contractor is legally liable.”

The Works – Joint Names Policy for All Risks

In paragraph C.2, delete and replace as follows:

"The Contractor shall effect and for the period specified in clause 6.7.2 maintain with insurers approved by the Employer a Joint Name Policy for All Risks Insurance with cover no less than that specified in clause 6.8 for £10 million. Where there is loss or damage affecting any executed work and/or Site Materials, the provisions of clause 6.13 shall as relevant apply.

These amendments shall take precedence over the standard JCT provisions regarding insurance.

Schedule 2 Named Sub-Contractors

Delete entire Schedule.

Schedule 3 Forms of Bonds

Schedule 4 Fluctuations – Contribution, levy and tax fluctuations

Delete entire Schedule.

Schedule 5 Supplemental Provisions

3.4 In the second line after "with it" insert:

"unless the Employer can produce reasonable evidence that the proposal in question was already under discussion or being developed by the Employer or the Employer's other consultants, contractors or advisers at the time the Contractor made it".

Schedule 6 Design Submission Procedure

FREETHS

Dated 2024

(1) [Contractor]
(2) [Beneficiary]
(3) [Subcontractor]

Subcontractor collateral warranty from the [ ]

Related to Summer 2024 works at the Kop Stand and Gill Merrick

freeths.co.uk - Freeths LLP, The Colmore Building, 20 Colmore Circus, Queensway, Birmingham B4 6AT DX 13024 Birmingham 1

[Note - unless otherwise instructed items in italics are to be included only in warranties to the Employer]

DEED dated and delivered [ ] 20[ ]

BETWEEN the Sub-Contractor the Contractor and the Beneficiary named in the Particulars below and in consideration of the payment of one pound (receipt of which is hereby acknowledged) by the Beneficiary to the Sub-Contractor

1. PARTICULARS

1.1. Sub-Contractor [ ] Company Number: [ ] Registered Office: [ ]

1.2. Beneficiary [ ] Company Number: [ ] Registered Office: [ ]

1.3. Contractor [ ] Company Number: [ ] Registered Office: [ ]

1.4. Development the development at [ ] in which the Beneficiary is interested as [ ]

1.5. Building Contract the contract dated [ ] under which the Contractor has been appointed to [design and] construct the Development

1.6. Sub-Contract the sub-contract dated [ ] by which (inter alia) the Contractor appointed the Sub-Contractor to carry out the Sub-Contract Works

1.7. Sub-Contract Works the part of the [design and] construction of the Development to be carried out by the Sub-Contractor under the Sub-Contract

1.8. Minimum Insurance Cover [£ ( pounds)] [professional indemnity / product liability] insurance for each and every claim or series of claims arising from the same original cause or event [and in the aggregate annually in respect of pollution and contamination related claims / and in the aggregate annually with at least two automatic reinstatements]

1.9. Relevant Period

the period from the date of this Deed until 6 years (or where longer the relevant limitation periods that would apply under Section 1 or Section 2A of the Defective Premises Act 1972; or Section 38 of the Building Act 1984 or the Civil Liability (Contribution) Act 1978) from the earlier of: the date of practical completion (having the same meaning as under the Building Contract) of the Development

1.10. Beneficiary's Agreement

[the Agreement dated [ ] and made between the Beneficiary and [ ] under which the Beneficiary agrees to provide finance for the carrying out of the Development] / [when used in clause 10 means the Building Contract]

1.11. Documents

means all drawings details plans reports calculations specifications bills of quantities and other documents of any nature whatsoever and any designs contained in them (and any works executed from them) provided by or on behalf of the Sub-Contractor in the course of performing its obligations under the Sub-Contract

2. EXERCISE OF SKILL AND CARE

2.1. The Sub-Contractor warrants and undertakes to the Beneficiary that it has performed and will continue to perform its obligations under the Sub-Contract

2.2. The Sub-Contractor further warrants and undertakes to the Beneficiary that in carrying out its design related obligations under the Sub-Contract it has exercised and will continue to exercise all the reasonable skill care and diligence required under the Sub-Contract to see that:

2.2.1. it has not specified or used and will not specify or use in relation to the Development any products or materials not in conformity with relevant British or European Standards or Codes of Practice or which at the time of use are widely known to sub-contractors specialising in similar fields to the Sub-Contractor in the United Kingdom to be deleterious to health and safety or to the durability of buildings and/or other structures and/or finishes and/or plant and machinery in the particular circumstances in which they are used

2.2.2. it notifies the Beneficiary in writing forthwith if in the performance of its duties under the Sub-Contract the Sub-Contractor becomes aware that it

or any other person has specified or used or authorised or approved the specification or use by others of any such products or materials (provided that this Clause 2.2.2 does not create any additional duty for the Sub-Contractor to inspect or check the work of others which is not required by the Sub-Contract)

2.2.3. to the extent that the Sub-Contractor is responsible for the design of the Development its design will comply with all relevant legal requirements including without limitation the requirements of any relevant planning building regulations waste environmental or other authority or consent licence or approval of which the Sub-Contractor is or could reasonably be expected to be aware

3. LICENCE TO USE DOCUMENTS

3.1. Copyright and registered and unregistered design right in all Documents will remain vested in the Sub-Contractor but the Sub-Contractor now grants (or if such a grant cannot legally take place until a later date agrees to grant) to the Beneficiary with effect from the date of this Deed or in the case of Documents not yet in existence with effect from the date of their creation an irrevocable royalty free non-exclusive licence (such licence to remain in full force and effect notwithstanding the completion of the Sub-Contractor's obligations or termination of its employment under the Sub-Contract or any dispute under the Sub-Contract or this Deed) to use and reproduce all Documents for any purpose whatsoever connected with the Development (including but without limitation the execution completion maintenance letting advertisement modification extension reinstatement and repair of the Development). Such licence will carry the right to grant sub-licences and will be transferable to third parties

3.2. The Sub-Contractor will not be liable for any use the Beneficiary may make of the Documents for any purpose other than that for which they were originally provided unless the Sub-Contractor authorises such use and confirms that the Documents are suitable for it

3.3. The Sub-Contractor warrants that the Documents (save to the extent that sub-subcontractors have been used to prepare them) are and will be its own original work and that in any event their use in connection with the Development will not infringe the rights of any other person. The Sub-Contractor further warrants that where sub-subcontractors have been or are used their work is and will be original and that it will obtain the necessary consents in relation to Clause 3.1

3.4. The Sub-Contractor agrees that on the Beneficiary's reasonable request at any time and following reasonable prior written notice it will give the Beneficiary or those authorised by it access to the Documents and will provide copies of them (including

copy negatives and/or CAD disks or other approved electronic versions) at the Beneficiary's reasonable expense

3.5. The Sub-Contractor now waives and agrees to waive and not to assert (and agrees to procure that any sub-sub-contractors do likewise) all moral rights in the Documents under Chapter IV of the Copyright, Designs and Patents Act 1988

4. INSURANCE

4.1. The Sub-Contractor warrants to the Beneficiary that it holds insurance which will cover its potential design related liabilities under this Deed of a type and in an amount and on a basis at least equal to the Minimum Insurance Cover and that it will maintain such insurance with reputable insurers carrying on business in the United Kingdom throughout the Relevant Period provided that such insurance is generally available in the market at a commercially reasonable cost and on commercially reasonable terms to sub-contractors with good claims records specialising in the same fields as the Sub-Contractor (and if not so available then the Sub-Contractor shall maintain such reduced level of or reasonable alternative insurance as is so available and is acceptable to the Beneficiary acting reasonably). For the avoidance of doubt payment of any increased or additional premiums required by insurers by reason of the Sub-Contractor's own claims record or other acts omissions matters or things peculiar to the Sub-Contractor will be deemed within the Sub-Contractor's obligation and what is commercially reasonable will be judged by reference to what is being done by sub-contractors with good claims records specialising in the same fields as the Sub-Contractor

4.2. The Sub-Contractor shall notify the Beneficiary in writing from time to time of any change in its insurance arrangements as set out above and within seven days of the Beneficiary's request at any time the Sub-Contractor will produce for inspection documentary evidence as to compliance with this clause 4 and that payment has been made in respect of the last premium payment due

4.3. If the Sub-Contractor fails to comply with its obligations under this Clause 4 the Beneficiary may take out insurance to cover some or all of the loss or damage which could result from a breach of the Sub-Contractor's obligations under this Deed and may recover the costs and expenses of taking out such insurance from the Sub-Contractor

5. RELIANCE BY THE BENEFICIARY

The Sub-Contractor acknowledges that the Beneficiary shall unless the contrary is clearly proved be deemed to have relied upon the performance by the Sub-Contractor of the Sub-Contractor's obligations under the Sub-Contract

6. ASSIGNMENT

6.1. The Beneficiary may without the consent of the Sub-Contractor assign (but no more than twice):

6.1.1. the benefit of all or any of the Sub-Contractor's obligations under this Deed; and/or
6.1.2. any benefit arising under or out of this Deed

6.2. Assignment by way of security and re-assignment following discharge of that security and assignments between companies which are part of the same group shall not count towards the number of assignments without consent permitted by clause 6.1 but shall be deemed to always have consent. Companies are part of the same group if the same person or persons exercise ultimate control over at least 50% of the voting rights in respect of both companies

6.3. The Sub-Contractor will not contend that any permitted assignee is precluded from recovering any loss resulting from any breach of this Deed (whatever the date of such breach) by reason only that that person is an assignee and not the original Beneficiary under this Deed or by reason that the original Beneficiary or any intermediate Beneficiary escaped any loss resulting from such breach by reason of the disposal of any interest in the Development or that the original Beneficiary or any intermediate Beneficiary has not suffered any the same or as much loss

7. EXTENT OF LIABILITY

7.1. The rights and benefits conferred upon the Beneficiary by this Deed are in addition to any other rights and remedies the Beneficiary may have against the Sub-Contractor including without prejudice to the generality of the foregoing any remedies for negligence

7.2. The Sub-Contractor shall have no greater liability to the Beneficiary under this Deed than the Sub-Contractor would have had if the Beneficiary and the Contractor jointly had appointed the Sub-Contractor under the Sub-Contract but the Beneficiary shall not be affected (unless it has approved it in writing) by any subsequent variation of the Sub-Contract or the waiver compromise or withdrawal of any claim made by the Contractor under it and the Sub-Contractor shall not be entitled to set off any sums

due under the Sub-Contract from sums due to the Beneficiary or to claim or counterclaim payment of any sum from the Beneficiary under this clause 7

7.3. The Sub-Contractor's liabilities under this Deed will not be in any way reduced or extinguished by reason of any enquiry inspection or approval of the Documents or attendance at site meetings or other enquiry or inspection that the Beneficiary may make or procure to be made for its benefit or on its behalf or any failure of the Beneficiary to enquire inspect attend or approve

7.4. The liability of the Sub-Contractor under this Deed shall cease on the expiry of the Relevant Period save in relation to any claims notified by the Beneficiary to the Sub-Contractor in writing before its expiry

7.5. The parties to this Deed do not intend that any of its provisions shall be enforceable by any person by virtue of the Contracts (Rights of Third Parties) Act 1999

8. NOTICES

Any notice to be given under this Deed will be sufficiently served if sent by hand or by post to the registered office or if there is none the last known address of the party to be served. Any notice sent by hand will be deemed to be served on delivery. Any notice sent by post will be deemed to have been duly served 48 hours after the time of posting if the end of that period falls before 4.45 pm and otherwise on the next day

9. GOVERNING LAW

This Deed and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) will be governed by and construed in accordance with English Law and the parties shall submit to the exclusive jurisdiction of the English courts (but without prejudice to the right of the parties to bring proceedings in any other jurisdiction to enforce a decision of the English courts)

10. STEP IN RIGHTS

10.1. The Sub-Contractor shall not:

10.1.1. terminate the Sub-Contract or its employment under it;

10.1.2. treat the Sub-Contract or its employment under it as having been terminated or repudiated by the Contractor;

10.1.3. discontinue or suspend the performance of any of its obligations under the Sub-Contract;

before giving to the Beneficiary 28 days' prior written notice (7 days' in the case of suspension for non payment). The notice shall give particulars of any alleged breach of the Sub-Contract

10.2. The Beneficiary:

10.2.1. upon a breach of the Beneficiary's Agreement (other than a breach by the Beneficiary) or upon the Beneficiary being entitled to terminate the Beneficiary's Agreement or any obligations of a party under it due to that party's insolvency; or

10.2.2. within 28 days of receipt of a notice given under Clause 10.1;

may give notice to the Sub-Contractor that the Sub-Contractor is to accept the instructions of the Beneficiary or its nominee instead of the Contractor under the Sub-Contract

10.3. Upon the Sub-Contractor's receipt of the notice referred to in Clause 10.2:

10.3.1. the Sub-Contractor shall comply with it and shall not do any of the things referred to in Clauses 10.1.1, 10.1.2 or 10.1.3;

10.3.2. the Sub-Contract shall continue in full force and effect as if none of the rights of the Sub-Contractor referred to in Clause 10.1 had arisen but the Sub-Contractor shall be liable to the Beneficiary and its nominee (if any) under the Sub-Contract in lieu of its liability to the Contractor;

10.3.3. the Beneficiary or its nominee shall as soon as practicable remedy any breach of the Sub-Contract by the Contractor which is capable of remedy by them and in particular shall pay any sums outstanding under the Sub-Contract (but where notice was given under Clause 10.1 excluding any which were not clearly notified to the Beneficiary as being outstanding prior to the service of notice by the Beneficiary under Clause 10.2); and

10.3.4. if so requested by the Beneficiary the Sub-Contractor shall enter into a new contract with the Beneficiary or its nominee in the same terms as the Sub-Contract but with such amendments as are reasonably required to put the parties in substantially the same position they would have been in if instead of having a new contract they had instead continued to operate the existing Sub-Contract under the other provisions of this clause 10 (including for the avoidance of doubt clause 10.4); but

Provided that this shall not affect or derogate from any right of action the Contractor may have against the Sub-Contractor in respect of any breach of the Sub-Contract or other default by the Sub-Contractor under or in connection with the Sub-Contract occurring prior to the date of service of the notice by the Beneficiary under clause 10.2 or where the Sub-Contractor has wrongfully terminated or treated as terminated or discontinued or suspended performance of its obligations under the Sub-Contract or its employment under it or has wrongfully treated it as having been terminated or repudiated by the Contractor

10.4. If any notice given by the Beneficiary under Clause 10.2 requires the Sub-Contractor to accept the instructions of the Beneficiary's nominee the Beneficiary shall be liable to the Sub-Contractor as guarantor for the payment of all sums from time to time due to the Sub-Contractor from the Beneficiary's nominee

10.5. Any notice which is given under Clause 10.1 or 10.2 shall be copied concurrently to the Contractor

10.6. The Contractor the Beneficiary and the Sub-Contractor acknowledge that the Sub-Contractor shall:

10.6.1. rely upon and shall not question a notice which the Beneficiary gives to it under Clause 10.2 as conclusive evidence (for the purpose of clause 10.2 only) of breach of the Beneficiary's Agreement;

10.6.2. not breach the Sub-Contract if the Sub-Contractor complies with this Clause 10

10.7. Any notice which the Sub-Contractor gives under Clause 10.1 shall not constitute a waiver of any of its rights under the Sub-Contract

10.8. Under the Sub-Contract the Sub-Contractor is obliged to execute and/or procure that its sub-sub-contractors execute collateral warranties in favour of certain third parties. The Sub-Contractor shall execute and/or procure the execution of any such collateral warranty when requested by the Beneficiary notwithstanding that it may not have been requested by the Contractor and notwithstanding any dispute under or termination of the Sub-Contract or the Sub-Contractor's employment under it but provided that where both the Contractor and the Beneficiary request the execution of the same collateral warranty the Sub-Contractor shall not be obliged to execute more than one original of the same collateral warranty

10.9. [Where the Sub-Contractor has given rights in relation to the Sub-Contract similar to those contained in this Clause 10 to any other person then if both the Beneficiary and any such other person serve notice under Clause 10.2 or its equivalent the notice served by the Beneficiary will [prevail/prevail over any notice except one served by [name]]]

1. COUNTERPART

This document may be signed in any number of separate counterparts, each of which when signed and dated shall be an original, and such counterparts taken together shall constitute one and the same agreement.

[Insert appropriate signature blocks]

1 Include and complete as appropriate to establish the priority of step-in rights where more than one warranty containing step-in rights has been given or is to be given.

Index of Contract Documents

The parties hereby agree that the list of contract drawings contained in Annex 1 to this contract is complete and that the drawings shall be issued to the parties in USB sticks as an accurate record of these drawings.

Employer Initials

DS
TJW

Contractor Initials

DS
JB

CONTRACT DROS.

No 2 Circle Square, Suite 203, Oxford Rd, Manchester M1 7ED www.spaceinvaderdesign.co.uk info@spaceinvaderdesign.co.uk 0161 819 2504		spaceinvader		WS3	02.04.2024	12.04.2024	13.04.2024	14.04.2024	22.04.2024	21.05.2024	22.05.2024	27.05.2024	30.05.2024	03.06.2024	06.06.2024	10.06.2025	4
Job Number: Summer Projects		Project: Summer Projects
Information Issue Sheet		Sheet 1 of 1
Dwg / Schedule Number		Description
(00) Series		Existing
(00)200	Existing Plans	8-01 Chucklers	#	A
(00)200	Existing Plans	8-02 City Suite	#	A	A
(00)200	Existing Plans	8-03 Chairmans	#	A	T1
(00)200	Existing Plans	8-04 Legends	#	A	T1
(00)200	Existing Plans	8-06 Box to Box	#	A	T1
(00)200	Existing Plans	8-08 True Blue	#	A		T1
(00)200	Existing Plans	8-09 GB Merrick	#	A		T1
(20) Series		General Arrangement
(20)200	General Arrangement	8-01 Chucklers	#	T1					C1	C2
(20)200	General Arrangement	8-02 City Suite	#	T1			C1		C1
(20)200	General Arrangement	8-03 Chairmans	#		T1				C1	C2
(20)200	General Arrangement	8-04 Legends	#			T1			C1	C2
(20)200	General Arrangement	8-06 Box to Box	#		T1				C1	C2
(20)200	General Arrangement	8-08 True Blue	#			T1			C1	C1
(20)200	General Arrangement	8-09 GB Merrick	#			T1			C1	C3
(20)200-65-001	General Arrangement	8-08 True Blue								C2
(20)200-65-001	General Arrangement	8-03 Chairmans								C2
(20)201	General Arrangement	KOP 1st floor WC's M.								T1
(20)201	General Arrangement	KOP 1st floor WC's F								T1
(22) Series		Internal Walls
(22)200	Internal Partitions	8-02 City Suite						C1			C2
(22)200	Internal Partitions	8-03 Chairmans			T1						C1
(22)200	Internal Partitions	8-04 Legends				T1					C1
(22)200	Internal Partitions	8-06 Box to Box			T1						C1
(22)200	Internal Partitions	8-08 True Blue				T1					C1
(22)200	Internal Partitions	8-09 GB Merrick				T1					C1
(29) Series		Fire Strategy
(29)200	Fire Strategy Plan	8-01 Chucklers						C1
(29)200	Fire Strategy Plan	8-02 City Suite					C1
(29)200	Fire Strategy Plan	8-03 Chairmans							C1
(29)200	Fire Strategy Plan	8-04 Legends				T1			C1
(29)200	Fire Strategy Plan	8-06 Box to Box			T1				C1
(29)200	Fire Strategy Plan	8-08 True Blue				T1			C1
(29)200	Fire Strategy Plan	8-09 GB Merrick				T1			C1
(30) Series		Doors
(30)200	Door Location Plan	8-01 Chucklers		T1				C1		C2
(30)200	Door Location Plan	8-02 City Suite					C1			C1
(30)200	Door Location Plan	8-03 Chairmans			T1				C1	C2
(30)200	Door Location Plan	8-04 Legends				T1			C1	C2
(30)200	Door Location Plan	8-06 Box to Box			T1				C1	C2
(30)200	Door Location Plan	8-08 True Blue				T1			C1	C1
(30)200	Door Location Plan	8-09 GB Merrick				T1			C1	C2
(30)401	Door Elevations outside of lounges									C1
(30)402	Door and Ironmongery Schedule									C2	C3
(35) Series		Ceilings
(35)200	RCP and Lighting	8-01 Chucklers	#	T1				C1			C2
(35)200	RCP and Lighting	8-02 City Suite	#	T1			C1				C2
(35)200	RCP and Lighting	8-03 Chairmans	#		T1				C1		C2
(35)200	RCP and Lighting	8-04 Legends	#			T1			C1		C2
(35)200	RCP and Lighting	8-06 Box to Box	#		T1				C1		C2
(35)200	RCP and Lighting	8-08 True Blue	#			T1			C1		C2
(35)200	RCP and Lighting	8-09 GB Merrick	#			T1			C1		C2
(40) Series		Elevations
(40)200	Room Elevations	8-01 Chucklers
(40)200	Room Elevations	8-02 City Suite
(40)200	Room Elevations	8-03 Chairmans
(40)200	Room Elevations	8-04 Legends
(40)200	Room Elevations	8-06 Box to Box

Prepared by Abigal.Tucker@spaceinvaderdesign.co.uk

CONTRACT DIGS

(40)200	Room Elevations	8-08 True Blue
(40)300	Room Elevations	8-09 Gill Merrick
(40)200	Room Elevations	8-10 Boardroom WCs
(42) Series		Wall finishes
(42)200	Wall finishes Plan	8-01 Chukkers		TI				C1
(42)200	Wall finishes Plan	8-02 City Suite			TI		C1
(42)200	Wall finishes Plan	8-03 Chairmans				TI			C1
(42)200	Wall finishes Plan	8-04 Legends					TI		C1
(42)200	Wall finishes Plan	8-06 Box to Box				TI			C1
(42)200	Wall finishes Plan	8-08 True Blue					TI		C1
(42)200	Wall finishes Plan	8-09 Gill Merrick					TI		C1
(43) Series		Floor finishes
(43)200	Floor finishes and Skirting Plan	8-01 Chukkers		TI				C1
(43)200	Floor finishes and Skirting Plan	8-02 City Suite			TI		C1
(43)200	Floor finishes and Skirting Plan	8-03 Chairmans				TI			C1
(43)200	Floor finishes and Skirting Plan	8-04 Legends					TI		C1
(43)200	Floor finishes and Skirting Plan	8-06 Box to Box				TI			C1
(43)200	Floor finishes and Skirting Plan	8-08 True Blue					TI		C1
(43)200	Floor finishes and Skirting Plan	8-09 Gill Merrick					TI		C1			C2
(62) Series		Power and Data
(62)200	Indicative Power and Data Layout Plan	8-01 Chukkers		TI				TI
(62)200	Indicative Power and Data Layout Plan	8-02 City Suite			TI		TI
(62)200	Indicative Power and Data Layout Plan	8-03 Chairmans				TI			TI
(62)200	Indicative Power and Data Layout Plan	8-04 Legends					TI		TI
(62)200	Indicative Power and Data Layout Plan	8-06 Box to Box				TI			TI			C1
(62)200	Indicative Power and Data Layout Plan	8-08 True Blue					TI		TI			C1
(62)200	Indicative Power and Data Layout Plan	8-09 Gill Merrick					TI		TI
(72) Series		Joinery
(72)200	Joinery Location Plan	8-01 Chukkers		TI				C1
(72)401	Banquette seating type 1	8-01 Chukkers							TI			C2
(72)402	Walter Station	8-01 Chukkers							TI			C1
(72)403	Column High Bench	8-01 Chukkers							TI			C1
(72)405	Low Back seating booth	8-01 Chukkers							TI			C1
(72)406	Greet Station	8-01 Chukkers							TI			C1
(72)407	Cloaks	8-01 Chukkers							TI			C1
(72)200	Joinery Location Plan	8-02 City Suite				TI	C1					C2
(72)401	Seating and magazine wall	8-02 City Suite							TI			C1
(72)402	plan/ers	8-02 City Suite							TI			C1
(72)200	Joinery Location Plan	8-03 Chairmans			TI				C1			C2
(72)401	Cloaks / host	8-03 Chairmans							TI			C1
(72)402	Cloaks	8-03 Chairmans							TI			C1
(72)404	4 person booth	8-03 Chairmans							TI			C1
(72)405	6 person circular booth	8-03 Chairmans							TI			C1
(72)406	Drinks lockers	8-03 Chairmans							TI
(72)407	cloaks / greet desk	8-03 Chairmans							TI			C1
(72)408	Cradenza	8-03 Chairmans							TI			C1
(72)200	Joinery Location Plan	8-04 Legends				TI			C1			C2
(72)401	Entrance Cloaks and Host	8-04 Legends							TI			C1
(72)402-1	8 person booth hub 1	8-04 Legends							TI			C1
(72)402-2	8 person booth hub 2	8-04 Legends										C1
(72)403	High Bench	8-04 Legends							TI
(72)200	Joinery Location Plan	8-06 Box to Box				TI						C1
(72)401	Drink Shelves	8-06 Box to Box										C1
(72)402	Goal Post Entrance Detail	8-06 Box to Box										C1
(72)200	Joinery Location Plan	8-08 True Blue					TI					C1
(72)401	High perch bench											C1
(72)402	Self serve beer wall											C1
(72)200	Joinery Location Plan	8-09 Gill Merrick					TI		C1			C2
(72)403	Cloaks	8-09 Gill Merrick							TI			C1
(72)404	Hoaf Unit	8-09 Gill Merrick							TI			C1
(72)405	Service Shelf Storage Cupboard 1	8-09 Gill Merrick							TI			C1
(72)406	Service Shelf Storage Cupboard 2	8-09 Gill Merrick							TI			C1
(72)407	Service Shelf Storage Cupboard 3	8-09 Gill Merrick										C1
(72)408	Service Shelf Storage Cupboard 4	8-09 Gill Merrick										C1
ISSUED BY: (INITIALS)
CHECKED BY: (INITIALS)

E = Electronic Copy Issued. D = DWG Issued. INF = For information.

Purpose of Issue:

Prepared by Abigail.Tucker@spaceinvaderdesign.co.uk

CONTRACT DRAWINGS.

BCFC KOP STAND OFFICE RETURNINGMENT DRAWING ISSUE SHEET
PROJECT NAME:	BCFC KOP STAND OFFICES 1ST & 2ND FLOOR				CONTRACTOR:					DANFINALE
ADDRESS:	Cedell Rd. Birmingham WI 4RI				DESIGNER:					SPACE MANAGER
PROJECT TYPE:	Returnment of existing offices				DESIGNER CONTACT DETAILS:					NATIONAL USELEY
DRAWING:		DRAWING NUMBER	SCALE	DRAWING DATE
23059/001-000-1-01 First Floor Office Existing Layout	001	1.00 @ A1	/
23059/101-000-1-02 First Floor Office Demolition / Downlastings layout	002	1.00 @ A1	/
23059/201-000-1-07 First Floor Proposed Door Schedule -location plan	007	1.00 @ A1	/
23059/201-000-1-02 First Floor Proposed SA Layout	003	1.00@ A1	/
23059/701-000-1-05 First Floor F&B preparation jannery unit J0	003	1.00@ A1	/
23059/701-000-1-01 First Floor Display storage Jannery Unit J1	001	1.00@ A1	/
23059/701-000-1-02 First Floor Storage Jannery Unit J2	002	1.00@ A1	/
23059/701-000-1-03 First Floor Storage Unit J3	003	1.00@ A1	/
23059/701-000-1-04 First Floor Walls Unit J4	004	1.00@ A1	/
23059/701-000-1-02 First Floor Washing Room Elevations	002	1.00@ A1	/
23059/401-000-1-05 First Floor Wall Partition Set out	I40-0001	1.100@ A1	/
23059/301-000-1-06 First Floor Power and Data Layout	006	1.100@ A1	/
23059/301-000-1-04 First Floor RCP Layout	004	1.100@ A1	/
First Floor Offices COI pack with Finishes - Nick Smith	Concept Doc
23059/301-000-2-01 Second Floor Office Existing Layout	001	1.100@ A1	/
23059/101-000-2-02 Second Floor Office Demolition and downlastings	002	1.100@ A1	/
23059/201-000-2-03 Second Floor Office Proposed Layout	003	1.100@ A1	/
23059/301-000-2-06 Second Floor Proposed Door Schedule	006	1.100/20@A1	/
23059/301-000-2-05 Second Floor Power and data Layout	006	1.100@ A1	/
23059/301-000-2-04 Second Floor Proposed RCP	004	1.100@ A1	/
Second Floor Offices COI pack with Finishes - Nick Smith	Concept Doc
Contact	Concept Name	Date
Peter Sturlock	DANFINALE	0/0
Alan Thomas	DANFINALE	0/0
Jacob Regan
Nick Smith	BCFC	CLIENT
GROWER	DANFINALE	POSTAL
DOCUMENT ISSUE NO	DRAWING
P = Portal Upload	R = Email	R = Rechings
DRAWING DRAWING	DRAWING
PROCESS	INFORMATION / PERSIBILITY	CONSTRUCTION	AS BUILT	CONTRACTORS PROPOSALS

BCFC SUMMER PROJECTS 2024

JCT Intermediate Contract with Contractor Design 2016

Contractor Design Portion Drawings List and Contractor's Proposals

Mechanical Installations - Lifestyle Environmental SP2404431/01 Revision

• Box to Box Fanzone, Level 0, Kop Stand, HVAC Proposals A
• Tru Blu Extension, Level 0, Kop Stand, HVAC Proposals A
• City Room, Level 2, Kop Stand, HVAC Proposals A
• Chukkers Polo Club, Level 2, Kop Stand, HVAC Proposals A
• Legends Bar, Level 1, Kop Stand, HVAC Proposals A
• TV Media & Hospitality - Gill Merrick Stand, HVAC Proposals C
• Chairmans Lounge, Level 1, Kop Stand, HVAC Proposals B
• Roof Plant -
• First Floor Offices A
• Second Floor Offices A

Catering Installations - Dawnvale

Box to Box Fanzone

• BCFC BOX TO BOX-07.06.2024-001-GA-REV A-A1
• BCFC BOX TO BOX-07.06.2024-002-BAR-REV A-A1
• BCFC BOX TO BOX-07.06.2024-003-BAR DETAILS-REV A-A1

Tru Blu Extension

• BCFC TRU BLU-07.06.2024-001-BAR-REV A-A1
• BCFC TRU BLU-07.06.2024-002-BAR DETAILS-REV A-A1
• BCFC TRU BLU-19.06.2024-003-BAR PLINTH-REV A-A1
• BCFC TRU BLU-18.06.2024-004-BAR SUB-TOP-A1
• BCFC TRU BLU-18.06.2024-005-BAR TOP-A1

City Room

• BCFC CITY SUITE-001-GA-A1
• BCFC CITY SUITE-002-BAR-A1
• BCFC CITY SUITE-003-KITCHEN-A1
• BCFC CITY SUITE-05.06.2024-004-BAR DETAILS-A1
• BCFC CITY SUITE-19.06.2024-005-BAR-PLINTH-REV A-A1
• BCFC CITY SUITE-14.06.2024-006-BAR-GLASS RACK-A1
• BCFC CITY SUITE-14.06.2024-007-BAR-SUB TOP-A1
• BCFC CITY SUITE-14.06.2024-008-BAR-TOP-A1
• BCFC CITY SUITE-19.06.2024-005-BAR-PLINTH-REV A-A1

Garrison Suite

• BCFC CHUKKERS SUITE-07.06.2024-001-GA-REV A-A1
• BCFC CHUKKERS SUITE-07.06.2024-002-BAR-REV A-A1
• BCFC CHUKKERS SUITE-07.06.2024-003-BAR DETAILS-REV A-A1
• BCFC CHUKKERS SUITE-19.06.2024-004-BAR PLINTH-REV A-A1
• BCFC CHUKKERS SUITE-17.06.2024-005-BULKHEAD-A1

BCFC CHUKKERS SUITE-17.06.2024-006-BAR TOP-A1

Legends Bar

BCFC LEGENDS SUITE-14.06.2024-001-GA-REV B-A1
BCFC LEGENDS SUITE-14.06.2024-002-BAR-REV B-A1
BCFC LEGENDS SUITE-14.06.2024-003-BAR DETAILS-REV B-A1
BCFC LEGENDS SUITE-19.06.2024-004-BAR PLINTH-REV A-A1
BCFC LEGENDS SUITE-18.06.2024-005-GLASS RACK-A1
BCFC LEGENDS SUITE-18.06.2024-006-BAR SUB-TOP-A1
BCFC LEGENDS SUITE-18.06.2024-007-BAR TOP-A1

Gill Merrick

BCFC GIL MERRICK-001-GA-A1
BCFC GIL MERRICK-002-BAR-A1
BCFC GIL MERRICK-003-BAR II-A1
BCFC GIL MERRICK-13.06.2024-004-KITCHEN I-REV C-A1
BCFC GIL MERRICK-13.06.2024-005-KITCHEN II-REV C-A1
BCFC GIL MERRICK-05.06.2024-006-BAR I DETAILS-A1
BCFC GIL MERRICK-05.06.2024-007-BAR II DETAILS-A1
BCFC GIL MERRICK-13.06.2024-008-KITCHEN I-DRAINS-REV C-A1
BCFC GIL MERRICK-13.06.2024-009-KITCHEN II-DRAINS-REV C-A1
BCFC GIL MERRICK-14.06.2024-010-BAR I-PLINTH-A1
BCFC GIL MERRICK-14.06.2024-011-BAR I-GLASS RACK-A1
BCFC GIL MERRICK-14.06.2024-012-BAR I-SUB TOP-A1
BCFC GIL MERRICK-14.06.2024-013-BAR I-TOP-A1
BCFC GIL MERRICK-14.06.2024-014-BAR II-PLINTH-A1
BCFC GIL MERRICK-19.06.2024-015-BAR II-GLASS RACK-REV A-A1
BCFC GIL MERRICK-14.06.2024-016-BAR II-SUB TOP-A1
BCFC GIL MERRICK-14.06.2024-017-BAR II-TOP-A1

Boardroom Club

BCFC BOARDROOM CLUB-06.06.2024-001-GA-REV A-A1
BCFC BOARDROOM CLUB-19.06.2024-002-BAR-REV B-A1
BCFC BOARDROOM CLUB-19.06.2024-003-BAR DETAILS-REV C-A1
BCFC BOARDROOM CLUB-10.06.2024-004-GLASS WASH-A1
BCFC BOARDROOM CLUB-17.06.2024-005-KITCHEN-A1
BCFC BOARDROOM CLUB-19.06.2024-006-BAR PLINTH-REV A-A1
BCFC BOARDROOM CLUB-19.06.2024-007-BAR GLASS RACK-REV A-A1
BCFC BOARDROOM CLUB-19.06.2024-008-BAR SUB-TOP-REV A-A1
BCFC BOARDROOM CLUB-19.06.2024-009-BAR TOP-REV A-A1

DAWNVALE GROUP

16.0 Summary

Bill	Description	Total
1.0	1st Floor WC's	£185,647.91
2.0	Boardroom Club	£1,322,543.06
3.0	Chukkers Hospitality Lounge	£581,602.51
4.0	City Suite	£543,943.65
5.0	Box to Box	£618,428.49
6.0	Corridor Works	£253,629.98
7.0	1st Floor Offices	£329,561.75
8.0	Gill Merrick Stand	£1,462,271.77
9.0	Legends Suite	£1,016,901.58
10.0	2nd floor Offices	£162,081.66
11.0	Tru Blu	£674,791.10

Agreed Contract Value (exc. VAT) £7,151,403.46

Dawnvale Group

Albert House, Albert Street, Hollinwood

Oldham, Greater Manchester, OL8 3QP

Reg No. 3745006

Vat Reg No. GB 733 2273 54

0161 684 7879

sales@dawnvale.com

dawnvale.com

DAWNVLAE GROUP

RESTAURANT+BAR DESIGN+BUILD

Schedule of Works

for

1st Floor WC's

at

BCFC Birmingham

on behalf of

Revision: /

This price is valid for 30 days from date of issue

Issue date: 2nd July 2024

Valid to date: 1st August 2024

Dawnvale Group

Albert House, Albert Street, Hollinwood

Oldham, Greater Manchester, OL8 3QP

Reg No. 3745006

Vat Reg No. GB 733 2273 54

0161 684 7879

sales@dawnvale.com

dawnvale.com

DAWNVALE GROUP

Contents

1.0 PRELIMINARIES

1.1 GENERAL INFORMATION
1.2 PROJECT MANAGEMENT & PROGRAMME
1.3 COMMUNICATION
1.4 SITE MAINTAINANCE
1.5 SECURITY
1.6 MATERIALS, GOODS & WORKMANSHIP
1.7 INSTALLATION
1.8 WASTE MANAGEMENT

2.0 ELECTRICAL

2.1 GENERAL ELECTRICAL
2.2 LIGHTING
2.3 FIRE ALARM SYSTEM
2.4 CCTV / ALARM SECURITY SYSTEMS
2.5 TELEPHONY / AUDIO / VISUAL SYSTEMS
2.6 EXTERNAL ELECTRICAL SYSTEMS

3.0 MECHANICAL

3.1 GENERAL MECHANICAL
3.2 HVAC SYSTEM
3.3 GAS WORKS

4.0 PLUMBING

4.1 GENERAL PLUMBING
4.2 DRAINAGE
4.3 SANITARYWARE

5.0 STRUCTURAL

5.1 GENERAL STRUCTURAL
5.2 DEMOLITIONS & ALTERATIONS

6.0 WALLS & PARTITIONS

6.1 GENERAL INFORMATION
6.2 PARTITIONS
6.3 EXTERNAL WALLS / SHOPFRONT
6.4 INTERNAL WALLS

7.0 FLOORS & FLOOR FINISHES

7.1 GENERAL INFORMATION
7.2 SUB FLOOR
7.3 FLOOR FINISHES

8.0 CEILINGS & CEILING FINISHES

8.1 GENERAL INFORMATION
8.2 CEILING STRUCTURE
8.3 CEILING FINISHES

9.0 DOORS & WINDOWS

9.1 GENERAL INFORMATION
9.2 DOORS
9.3 DOOR FRAMES
9.4 DOOR IRONMONGERY
9.5 WINDOWS & FRAMES
9.6 WINDOW IRONMONGERY

10.0 JOINERY & METALWORK

10.1 GENERAL INFORMATION
10.2 JOINERY
10.3 METALWORK

11.0 FIXTURES, FITTINGS & EQUIPMENT

11.1 GENERAL INFORMATION
11.2 FIXTURES & FITTINGS
11.3 EQUIPMENT

12.0 FURNITURE

12.1 GENERAL INFORMATION
12.2 LOOSE FURNITURE

13.0 DECORATION

13.1 GENERAL INFORMATION
13.2 DECORATIONS

14.0 LEGAL REQUIREMENTS

14.1 GENERAL INFORMATION
14.2 INSURANCES
14.3 HEALTH & SAFETY AND WELFARE PROVISIONS
14.4 FIRE PRECAUTION
14.5 FEES & EXPENDITURE
14.6 STATUTORY BODIES
14.7 SURVEYING & CERTIFICATION

15.0 ALTERNATIVE OPTIONS

16.0 SUMMARY

Dawnvale Group
Albert House, Albert Street, Hollinwood
Oldham, Greater Manchester, OL8 3QP
Reg No. 3745006
Vat Reg No. GB 733 2273 54

0161 684 7879
sales@dawnvale.com
dawnvale.com

1.0 Preliminaries

Item	Description	Qty	Unit	Rate	Total
1.1	GENERAL INFORMATION	1	Nr	£10,696.73	£10,696.73
1.2	PROJECT MANAGEMENT & PROGRAMME				£0.00
1.3	COMMUNICATION				£0.00
1.4	SITE MAINTAINANCE				£0.00
1.5	SECURITY				£0.00
1.6	MATERIALS, GOODS & WORKMANSHIP				£0.00
1.7	INSTALLATION				£0.00
1.8	WASTE MANAGEMENT				£0.00

TO SUMMARY £10,696.73

2.0 Electrical

Item	Description	Qty	Unit	Rate	Total
2.1	GENERAL ELECTRICAL
2.2	LIGHTING
5	Prelims	1	Item	£4,096.00	£4,096.00
10	Strip Out Works	1	Item	£1,280.00	£1,280.00
15	Electrics	1	Item	£6,592.00	£6,592.00
20	Supply of Lighting	1	Item	£960.00	£960.00
2.3	FIRE ALARM SYSTEM
2.4	CCTV / ALARM SECURITY SYSTEMS
2.5	TELEPHONY / AUDIO / VISUAL SYSTEMS
2.6	EXTERNAL ELECTRICAL SYSTEMS
		TO SUMMARY			£12,928.00

3.0 Mechanical

Item	Description	Qty	Unit	Rate	Total
3.1	GENERAL MECHANICAL				£0.00
3.2	HVAC SYSTEM				£0.00
5	Strip out Ductwork & supply new extract	1	Item	£23,129.60	£23,129.60
10	Design Fee	1	Item	£3,200.00	£3,200.00
10	Crane Lift	1	Item	£1,920.00	£1,920.00
3.3	GAS WORKS

TO SUMMARY

£28,249.60

4.0 Plumbing

Item	Description	Qty	Unit	Rate	Total
4.1	GENERAL PLUMBING				£0.00
4.2	DRAINAGE				£0.00
4.3	SANITARYWARE				£0.00
	Wall mounted washtroughs to suit 4nr taps; 4800mm long; complete with waste and taps	2	Nr	£3,353.40	£6,706.80
	Wall mounted washtroughs to suit 3nr taps; 3600mm long; complete with waste and taps	2	Nr	£2,659.50	£5,319.00
	Brackets & Install	1	Item	£2,065.50	£2,065.50
	Plumbing and Sanitaryware Costs	1	Nr	£38,112.00	£38,112.00
	Lucca Toilet Roll Holder	10	Nr	£47.35	£473.50
	Black framed mirror 700 x 500mm	15	Nr	£171.35	£2,570.24
	Dyson Airblade V White; Wall mounted	5	Nr	£596.95	£2,984.73
	Black framed Arezzo fluted glass privacy screens; 1600 x 400mm	8	Nr	£310.93	£2,487.46
	Hand Towel Dispenser	2	Nr	£73.15	£146.29

TO SUMMARY £60,865.52

5.0 Structural

Item	Description	Qty	Unit	Rate	Total
5.1	GENERAL STRUCTURAL				£0.00
5.2	DEMOLITIONS & ALTERATIONS				£0.00

Strip Out Existing WC Blocks complete

Builders Work In Connection

TO SUMMARY £0.00

6.0 Walls & Partitions

Item	Description	Qty	Unit	Rate	Total
6.1	GENERAL INFORMATION				£0.00
6.2	PARTITIONS				£0.00
	Dot & dab to existing blockwork walls, complete with tape and fill finish	1	Item	£19,500.00	£19,500.00
6.3	EXTERNAL WALLS
6.4	INTERNAL WALLS
	Supply and fit new grey gloss linear tiles; 300 x 100mm	47	m2	£136.55	£6,417.97
	Supply & fit black top trim to tiles	45	m	£8.10	£364.50
	All WC materials in 13mm compact grade laminate
	Supply & fit range of 3nr cubicles; 1nr end partition; 2150mm high (Male WC)	1	Item	£3,999.92	£3,999.92
	Supply & fit range of 3nr IPS panels to WC's; 2300mm (Male WC)	1	Item	£3,271.23	£3,271.23
	Supply & fit range of 7nr IPS panels to Urinals, 2300mm (Male WC)	1	Item	£7,131.83	£7,131.83
	Supply & fit range of 6nr cubicles; between walls; 2150mm high (Female WC)	1	Item	£7,676.99	£7,676.99
	Supply & fit range of 6nr IPS panels to WC's; 2300mm high (Female WC)	1	Item	£6,714.68	£6,714.68
	100 x 15mm compact grade laminate skirting to perimeter	45	m	£42.25	£1,901.25

TO SUMMARY

£56,978.37

7.0 Floors & Finishes

Item	Description	Qty	Unit	Rate	Total
7.1	GENERAL INFORMATION				£0.00
7.2	SUB FLOOR				£0.00
	Scarify subfloor to remove containments from Male WC	1	Item	£186.30	£186.30
	Scarify subfloor to remove containments from Female WC	1	Item	£178.20	£178.20
	Scarify subfloor to remove containments from Accessible WC	1	Item	£32.40	£32.40
	Primer & Smoothing Compound from Male WC	1	Item	£307.08	£307.08
	Primer & Smoothing Compound from Female WC	1	Item	£293.73	£293.73
	Primer & Smoothing Compound to Accessible WC	1	Item	£53.41	£53.41
7.3	FLOOR FINISHES
	LVT Tarket concrete/ ID inspiration, high traffic 70 - Patina concrete light grey (Inside Cubicles) to Male WC	1	Item	£383.02	£383.02
	LVT Tarket concrete/ ID inspiration, high traffic 70 - Patina concrete light grey (Inside Cubicles) to Female WC	1	Item	£861.80	£861.80
	Ditto above - Patina concrete medium grey to Male WC	1	Item	£1,819.35	£1,819.35
	Ditto above - Patina concrete medium grey to Female WC	1	Item	£1,244.82	£1,244.82
	Ditto above - Patina concrete medium grey to Accessible WC	1	Item	£383.02	£383.02

TO SUMMARY £5,743.14

8.0 Ceilings & Finishes

Item	Description	Qty	Unit	Rate	Total
8.1	GENERAL INFORMATION				£0.00
8.2	CEILING STRUCTURE				£0.00
8.3	CEILING FINISHES
5	Suspended Ceiling black in black grid, British Gypsum Satin Spur (Wipeable) 600 x 600mm (To Male, Female & DDA)	1	Item	£3,258.90	£3,258.90
	TO SUMMARY				£3,258.90

9.0 Doors & Frames

Item	Description	Qty	Unit	Rate	Total
9.1	GENERAL INFORMATION				£0.00
9.2	DOORS	1	Item	£1,215.00	£1,215.00
	New laminate faced doorset hung in softwood primed frames complete with primed architrave - NFR
a	Structural opening of 810 x 2110mm Male & Female WC (DX-010 & 016)	2	Nr	£837.34	£1,674.68
b	Structural opening of 910 x 2110mm Accessible WC (DX-011)	1	Nr	£915.64	£915.64
9.3	DOOR FRAMES				£0.00
9.4	DOOR IRONMONGERY				£0.00
	Black metal ironmongery to new timber doorsets
c	To male and female WC's	2	Sets	£130.17	£260.33
d	To accessible WC	1	Sets	£162.00	£162.00
9.5	WINDOWS & FRAMES				£0.00
9.6	WINDOW IRONMONGERY				£0.00
9.7	SHOPFRONT				£0.00

TO SUMMARY £4,227.65

10.0 Joinery & Metalwork

Item	Description	Qty	Unit	Rate	Total
10.1	GENERAL INFORMATION				£0.00
10.2	JOINERY				£0.00
10.3	METALWORK				£0.00

TO SUMMARY £0.00

11.0 Fixings, Fittings, and Equipment

Item	Description	Qty	Unit	Rate	Total
11.1	GENERAL INFORMATION				£0.00
11.2	FIXTURES & FITTINGS				£0.00
11.3	EQUIPMENT				£0.00

12.0 Furniture

Item	Description	Qty	Unit	Rate	Total
12.1	GENERAL INFORMATION
12.2	LOOSE FURNITURE

£0.00

13.0 Decoration

Item	Description	Qty	Unit	Rate	Total
13.1	GENERAL INFORMATION				£0.00
13.2	DECORATIONS				£0.00
5	Decoration	1	Nr	£2,700.00	£2,700.00

£2,700.00

14.0 Legal Requirements

Item	Description	Qty	Unit	Rate	Total
14.1	GENERAL INFORMATION				£0.00
14.2	INSURANCES				£0.00
14.3	HEALTH & SAFETY AND WELFARE PROVISIONS				£0.00
14.4	FIRE PRECAUTION				£0.00
14.5	FEES & EXPENDITURE				£0.00
14.6	STATUTORY BODIES				£0.00
14.7	SURVEYING & CERTIFICATION				£0.00

£0.00

15.0 Alternative Options

Item	Description	Qty	Unit	Rate	Total
15.1	GENERAL INFORMATION

£0.00

16.0 Summary

Item	Description	Total
1.0	PRELIMINARIES	£10,696.73
2.0	ELECTRICAL	£12,928.00
3.0	MECHANICAL	£28,249.60
4.0	PLUMBING	£60,865.52
5.0	STRUCTURAL	£0.00
6.0	WALLS & PARTITIONS	£56,978.37
7.0	FLOORS & FLOOR FINISHES	£5,743.14
8.0	CEILINGS & CEILING FINISHES	£3,258.90
9.0	DOORS & WINDOWS	£4,227.65
10.0	JOINERY & METALWORK	£0.00
11.0	FIXTURES, FITTINGS & EQUIPMENT	£0.00
12.0	FURNITURE	£0.00
13.0	DECORATION	£2,700.00
14.0	LEGAL REQUIREMENTS	£0.00
	Contingency Sum
	Agreed Contract Value (exc. VAT)	£185,647.91
15.0	ALTERNATIVE OPTIONS	£0.00

Item Exclusions

a) The following has not been allowed for within this schedule
b) Legal i.e. Planning and Licensing Applications
c) Data & Tills
d) Asbestos R&D Type
e) Intruder Alarms
h) Sprinkler Systems
j) CCTV
k) AV / Audio

This price is valid for 30 days from date of issue

Date of issue:

Valid to date:

DAWNVLAE GROUP

RESTAURANT+BAR DESIGN+BUILD

Acceptance of Tender

I / We the undersigned, accept the tender for xxxxxxxx works to be carried out on xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

This acceptance is based on the tender dated xx/xx/xxxx in the value of £xx and this relates to all works as per tender revision xx

I / We agree to the following terms of payment:
Deposit
Valuations

Works to commence on site on xx/xx/xxxx with an agreed handover date of xx/xx/xxxx

I / We accept that any variations on the project will be submitted to me / us in writing and will need to be agreed by me / us in writing within a period of xx hours so not to cause any delays in programme.

Signed (Client):

Print Name:

On behalf of:

Signed on behalf of Dawnvale Group:

Dawnvale Group
Albert House, Albert Street, Hollinwood
Oldham, Greater Manchester, OL8 3QP
Reg No. 3745006
Vat Reg No. GB 733 2273 54

0161 684 7879
sales@dawnvale.com
dawnvale.com

Schedules of Work

for

Boardroom Club

at

BCFC

Birmingham

Revision: /

Issue date: 2nd July 2024

Valid to date: 1st August 2024

D

1.0 PRELIMINARIES

1.1 GENERAL INFORMATION
1.2 PROJECT MANAGEMENT & PROGRAMME
1.3 COMMUNICATION
1.4 SITE MAINTAINANCE
1.5 SECURITY
1.6 MATERIALS, GOODS & WORKMANSHIP
1.7 INSTALLATION
1.8 WASTE MANAGEMENT
1.9 WELFARE

2.0 ELECTRICAL

2.1 GENERAL ELECTRICAL
2.2 LIGHTING
2.3 FIRE ALARM SYSTEM
2.4 CCTV / ALARM SECURITY SYSTEMS
2.5 TELEPHONY / AUDIO / VISUAL SYSTEMS
2.6 EXTERNAL ELECTRICAL SYSTEMS

3.0 MECHANICAL

3.1 GENERAL MECHANICAL
3.2 HVAC SYSTEM
3.3 GAS WORKS

4.0 PLUMBING

4.1 GENERAL PLUMBING
4.2 ABOVE GROUND DRAINAGE
4.3 SANITARYWARE

5.0 STRUCTURAL

5.1 GENERAL STRUCTURAL
5.2 DEMOLITIONS & ALTERATIONS
5.3 BELOW GROUND DRAINAGE ALTERATIONS

6.0 WALLS & PARTITIONS

6.1 GENERAL INFORMATION
6.2 PARTITIONS
6.3 EXTERNAL WALLS
6.4 INTERNAL WALLS

7.0 FLOORS & FLOOR FINISHES

7.1 GENERAL INFORMATION
7.2 SUB FLOOR
7.3 FLOOR FINISHES

8.0 CEILINGS & CEILING FINISHES

8.1 GENERAL INFORMATION
8.2 CEILING STRUCTURE
8.3 CEILING FINISHES

9.0 DOORS & WINDOWS

9.1 GENERAL INFORMATION
9.2 DOORS
9.3 DOOR FRAMES
9.4 DOOR IRONMONGERY
9.5 WINDOWS & FRAMES
9.6 WINDOW IRONMONGERY
9.7 SHOPFRONT

10.0 JOINERY & METALWORK

10.1 GENERAL INFORMATION
10.2 JOINERY
10.3 METALWORK

11.0 FIXTURES, FITTINGS & EQUIPMENT

11.1 GENERAL INFORMATION
11.2 FIXTURES & FITTINGS
11.3 EQUIPMENT
11.4 SIGNAGE

12.0 FURNITURE

12.1 GENERAL INFORMATION
12.2 LOOSE FURNITURE
12.3 FIXED FURNITURE

13.0 DECORATION

13.1 GENERAL INFORMATION
13.2 DECORATIONS

14.0 LEGAL REQUIREMENTS

14.1 GENERAL INFORMATION
14.2 INSURANCES
14.3 HEALTH & SAFETY AND WELFARE PROVISIONS
14.4 FIRE PRECAUTION
14.5 FEES & EXPENDITURE
14.6 STATUTORY BODIES
14.7 SURVEYING & CERTIFICATION

15.0 ALTERNATIVE OPTIONS

16.0 SUMMARY

0161 684 7879
sales@dawnvale.com
dawnvale.com
f

D

1.0 Preliminaries

Item	Description	Qty	Unit	Rate	Total
1.1	GENERAL INFORMATION	1	Nr	£76,111.22	£76,111.22
1.2	PROJECT MANAGEMENT & PROGRAMME				£0.00
1.3	COMMUNICATION				£0.00
1.4	SITE MAINTAINANCE				£0.00
1.5	SECURITY				£0.00
1.6	MATERIALS, GOODS & WORKMANSHIP				£0.00
1.7	INSTALLATION				£0.00
1.8	WASTE MANAGEMENT				£0.00
1.9	WELFARE				£0.00
		TO SUMMARY			£76,111.22

f

D

2.0 Electrical

Item	Description	Qty	Unit	Rate	Total
2.1	GENERAL ELECTRICAL
	The following items are provide and fix/install unless otherwise stated; refer Drawings (35)200 & (62)200
5	Prelims associated to Electrical	1	item	£27,245.73	£27,245.73
10	Allow for amending existing installation to suit new layout including power, switches, sockets, etc.	1	item	£54,912.00	£54,912.00
15	Assumed floor and table lamps are provided by Client	1	item	£0.00	£0.00
2.2	LIGHTING
	Decorative Lighting - Fix only
20	Pendant C; Feature Pendant Black	7	nr	£375.00	£2,625.00
25	Pendant; thehomelightingcentre.co.uk; Searchlight Lighting; Balls Single Ceiling pendant with smoked glass shade	8	nr	£73.75	£590.00
30	Pendant; twentytwentyone.com; Long John brown suspension Rubn	2	nr	£220.00	£440.00
35	Downlight; honaled.co.uk; Altum LED downlight; matt black	92	nr	£27.95	£2,571.40
40	Feature Oval aluminium suspended Lightbox, 5200 x 1950 x 100d. Powdercoated a standard RAL colour wrap in wood effect vinyl. Full metal back tray for hanging opal acrylic face and internally illuminated with LEDs (includes install)	1	nr	£10,905.30	£10,905.30
45	LED strip; lightsupplier.co.uk; fitting into recess in plasterboard ceiling	100	m	£31.81	£3,181.00
50	L01 - LED tape; fixing into joinery; 2590 long (Drinks Locker)	3	nr	£0.00	£0.00
55	Ditto; but 301 long (shelving)	4	nr	£0.00	£0.00
60	Ditto; but 218 long (shelving)	8	nr	£0.00	£0.00
65	Ditto; but 400 long (shelving)	6	nr	£0.00	£0.00
70	Ditto; but 425 long (shelving)	4	nr	£0.00	£0.00

f

DAWNVLAE GROUP

75	Ditto; but 263 long (shelving)	2	nr	£0.00	£0.00
80	Ditto; but 1550 long (shelving)	1	nr	£0.00	£0.00
85	Ditto; but 1280 long (shelving)	2	nr	£0.00	£0.00
90	Ditto; but 725 long (shelving)	1	nr	£0.00	£0.00
	Ditto; but 9600 long (Bar top) - Omitted none shown on joinery drawing		nr	£0.00	£0.00
95	Ditto; but 1675 long (Back bar fitting)	4	nr	£142.67	£570.68
100	Allow for stripping out existing redundant light fittings	1	item	£2,560.00	£2,560.00
105	Supplies to Mechanical	1	item	£3,840.00	£3,840.00
110	Emergency Lighting	1	item	£5,120.00	£5,120.00
115	Test & Certification	1	item	£928.00	£928.00
2.3	FIRE ALARM SYSTEM
120	Allow for alterations to existing	1	item	£0.00	By Others
2.4	CCTV / ALARM SECURITY SYSTEMS
125	Allow for alterations to existing	1	item	£0.00	By Others
2.5	TELEPHONY / DATA / IT
130	Allow for alterations to existing	1	item	£0.00	By Others
2.6	AUDIO / VISUAL
135	Allow for alterations to existing	1	item	£0.00	By Others

TO SUMMARY £115,489.11

f

D

3.0 Mechanical

Item	Description	Qty	Unit	Rate	Total
3.1	GENERAL MECHANICAL
5	Allow for alterations to existing	1	item	£0.00	£0.00
3.2	HVAC SYSTEM
10	HVAC works	1	item	£194,438.40	£194,438.40
15	Design Fee	1	item	£3,200.00	£3,200.00
20	Crane	1	item	£1,920.00	£1,920.00
25	Ansul	1	item	£8,143.88	£8,143.88
3.3	GAS WORKS

£207,702.28

f

D

4.0 Plumbing

Item	Description	Qty	Unit	Rate	Total
4.1	GENERAL PLUMBING
	The following items are provide and install unless otherwise stated; refer Drg (20)200
	New HCWS to suit new layout for the following items
5	WC Cubicles & Dis WC	1	Item	£34,890.24	£34,890.24
10	Prelims	1	Item	£2,376.32	£2,376.32
4.2	ABOVE GROUND DRAINAGE
	Above ground drainage to suit proposed layout for:-
15	WC Cubicles & Dis WC	1	Item	£0.00	Inc
20	Bar	1	Item	£0.00	Inc
4.3	SANITARYWARE
25	WC; Ideal Standard ref. Blend Curve T3925 back to wall bowl; T3760 slow close seat and cover	7	nr	£0.00	Inc
30	Concealed cistern; Ideal Standard ref. ProSys 120 R0318 pneumatic front actuation; with mechanical dual flush plate ref. R0121 Oleas M2; on mounting frame as required	7	nr	£0.00	Inc
35	Wash hand basin; Milano Elswick Modern Rectangular basin; 450 x 250 ref. A6327 (AA); waste & contemporary bottle trap	7	nr	£0.00	Inc
40	Tap; Ideal Standard ref. Tonic II E0079(AA) single lever mixer	7	nr	£0.00	Inc
45	Hand dryer; Dyson Air Blade V White; wall mounted	7	nr	£596.95	£4,178.65
50	Lucca Toilet Roll Holder	7	nr	£43.95	£307.65
55	DocM pack; Contour 21+ close coupled ref. S0683(AC)	1	nr	£0.00	Inc
TO SUMMARY					£41,752.86

f

5.0 Structural

Item	Description	Qty	Unit	Rate	Total
5.1	GENERAL STRUCTURAL
	Refer Drawings Space Invader (00)200 & (22)200 and AFL Z1-01-DR-A-22101
5.2	DEMOLITIONS & ALTERATIONS
	Demolitions, infilling, forming openings and the like
5	Prelims associated with Stripout	1	item	£21,406.75	£21,406.75
10	Removing existing loose and fixed furniture, fixtures, fittings, shelving, TV's, and the like; making good to retained finishes	1	item	£24,906.24	£24,906.24
15	Removing existing sanitaryware from WC's (2nr); including WC's, cisterns, whb's, taps, traps, wastes; allow for cutting back supplies and drainage; cap off as required; making good to retained finishes	1	item	£0.00	£0.00
20	Removing existing floor finishes; preparing to receive new	389	m²	£0.00	£0.00
25	Removing existing ceiling finishes; preparing to receive new	389	m²	£0.00	£0.00
30	Removing existing single door and frame; prepare to receive new	1	nr	£0.00	£0.00
35	Ditto; but double door and frame	3	nr	£0.00	£0.00
40	Pulling down to ground level existing 100 thick internal wall; including double door and frame (1nr) and single door and frame (2nr); allow for making good to perimeters (Full height 3400)	55	m²	£83.20	£4,576.00
45	Ditto; but 140 thick including double door and frame (1nr) and single door and frame (4nr)	135	m²	£0.00	£0.00
50	Ditto; but 250 thick	65	m²	£0.00	£0.00
55	Ditto; but 500 thick including single door and frame (1nr)	19	m²	£0.00	£0.00

DAWNVLAE GROUP

60	Forming opening in existing 100 thick internal wall for new fire escape door from Boardroom Area; including squaring jambs; inserting lintel; making good to perimeters (3400 high)	4	m²	£0.00	£0.00
65	Allow a provisional sum for new metal deck concrete floor slab (118m2 x 150 thick approximately)	1	P. Sum	£71,627.81	£71,627.81
70	Prelims for the above	1	P. Sum	£5,757.44	£5,757.44
	Carry out builders work for the following
75	Electrical Installations	1	P. Sum	£2,362.50	£2,362.50
80	Mechanical Installations	1	P. Sum	£2,362.50	£2,362.50
85	Other specialists	1	P. Sum	£3,375.00	£3,375.00
90	Firestopping	1	P. Sum	£3,375.00	£3,375.00
95	Access Hatches	7	Nr	£132.00	£924.00
5.3	BELOW GROUND DRAINAGE ALTERATIONS
100	It is assumed there are no below slab drainage works required on this scheme	1	item	£0.00	£0.00

TO SUMMARY £140,673.24

6.0 Walls & Partitions

Item	Description	Qty	Unit	Rate	Total
6.1	GENERAL INFORMATION
	The following items are provide and install unless otherwise stated; refer Drawings (22)200, (42)200 & (43)200
6.2	PARTITIONS	1	nr	£249,557.96	£249,557.96
10	Type B - Radii Planet Firetech or similar approved; Crittal style glass partition system; 2850 x 2300 high	2	nr	£5,528.25	£11,056.50
15	Extra for integral door (Type 9), including pair of push & pull handles, hinges, etc. (D3-006 & 007)	2	nr	£0.00	Inc Above
20	Ditto; but 3735 x 2300 high	1	nr	£7,256.25	£7,256.25
25	Extra for integral door (Type 9), including pair of push & pull handles, hinges, etc. (D3-008)	1	nr	£0.00	Inc Above
30	Ditto; but L-Shaped 7430 x 2300 high	1	nr	£14,445.00	£14,445.00
35	Extra for integral door (Type 9), including pair of push & pull handles, hinges, etc. (D3-020)	1	nr	£0.00	Inc Above

40 Extra for integral pair of sliding doors (Type 10), including pairs (2nr) push & pull handles, hinges, etc. (D3-019) 1 nr £0.00 Inc Above
45 Ditto; but 4090 x 2300 high 1 nr £7,938.00 £7,938.00
50 Extra for integral pair of sliding doors (Type 10), including pairs (2nr) push & pull handles, hinges, etc. (D3-004) 1 nr £0.00 Inc Above
55 Ditto; but 2075 x 2300 high 1 nr £4,029.75 £4,029.75
60 Extra for integral pair of sliding doors (Type 9), including pairs (2nr) push & pull handles, hinges, etc. (D3-003) 1 nr £0.00 Inc Above
65 Replacement DGU 1 nr £1,549.80 £1,549.80
70 Glazing Enabling Works 1 nr £607.50 £607.50
75 Type C - 95 wide; comprising one layer of 12.5 thick Gyproc Wallboard to each side of 70 wide Gypframe studs; at 600 centres; Note: installing full height between concrete slabs (3400 high) to perimeters only, dividing walls within compartment e.g. WC cubicle walls are to 2450 high 202 m² £0.00 £0.00
80 Ditto; but 2850 high 15 m² £0.00 £0.00
85 Extra over for forming voids for concealed WC cisterns; 900 wide; prepare to receive IPS Panels (measured elsewhere) 7 nr £0.00 £0.00
90 25 thick Rockwool Acoustic Partition Slab; between studs (Provisional quantity) 217 m² £0.00 £0.00
95 Full height plywood patressing 50 m² £0.00 £0.00
100 Ditto; but provisional to new and existing walls (not shown on drawings) 50 m² £0.00 £0.00

6.3 EXTERNAL WALLS

105	Shaftwall (A306005); comprising two layers of 12.5 thick Gyproc Fireline board to one side of Gypframe 92/90 I-studs; at 600 centres; with 19 thick Gyproc CoreBoard and retaining channel; installing between slabs; height varies	66	m²	£0.00	£0.00
110	Extra for intumescent sealant to perimeters	1	item	£0.00	£0.00
115	Extra for cavity insulation batts (Provisional)	66	m²	£0.00	£0.00

6.4 INTERNAL WALLS

Dry Lining

120	Partition Type D - Gyplyner Independent to existing walls; comprising 2 layers of 12.5 thick Wallboard to one side of wide MF studs	123	m²	£0.00	£0.00

Finishes

125	Ceramic tiles; Solus Ceramics ref. PAN-White 5PAN501; 50 x 400; stacked vertically; grout Light Grey (WC walls 2300 high - Dis WC)	4	m²	£250.50	£1,002.00
130	Ditto; but as L-Shaped splashbacks; 1085 x 1600 overall (0.96m2); as Drawing (20)200-065-001	7	nr	£250.50	£1,753.50
---	---	---	---	---	---
135	Extra for matt black perimeter edge tile; mitred corners 16 x 11.6 x 32	54	m	£8.10	£437.40
---	---	---	---	---	---
140	Plaster skim to new plasterboard partitions & drylining	348	m²	£24.30	£8,456.40
---	---	---	---	---	---
145	Ditto; but to existing walls	49	m²	£24.30	£1,190.70
---	---	---	---	---	---
150	Ditto; but to existing columns	15	m²	£24.30	£364.50
---	---	---	---	---	---
155	Skirting; 100 high MDF pencil round profile; prepare for decoration	145	m	£12.20	£1,769.00
---	---	---	---	---	---
160	Laminate wall cladding; walnut finish	42	m²	£253.50	£10,647.00
---	---	---	---	---	---

165	Timber strip panel wall cladding	26	m²	£329.50	£8,567.00
170	Extra for timber capping/cill to window bottom	28	m	£43.95	£1,230.60
175	Skirting; 100 high x 15 thick compact laminate Egger Solid Soft Black U8991 ST9 (WC cubicles)	30	m	£29.75	£892.50
180	Glasswash Whiterock	28	m	£71.60	£2,004.80

TO SUMMARY £334,756.16

7.0 Floors & Finishes

Item	Description	Qty	Unit	Rate	Total
7.1	GENERAL INFORMATION
	The following items are provide and lay/apply unless otherwise stated; refer Drawing (43)200
7.2	SUB FLOOR
5	Making good to existing floor slab; allow self levelling compound to all areas	428	m²	£23.89	£10,224.92
10	Liquid DPM	120	m²	£12.40	£1,488.00
15	J-Shaped raised plinth to front bar; 2 layers of 25 thick plywood to give solid base; prepare to receive finishes (measured elsewhere); 700 x 10867 long overall	1	Item	£1,252.56	£1,252.56
20	Ditto; but to back bar; 700 x 4275 long overall	1	Item	£625.61	£625.61
7.3	FLOOR FINISHES
25	Timber effect vinyl; Dark Brushed Oak 4030 Expona Design PUR	258	m²	£85.04	£21,940.32
30	Vinyl; Tarkett Toulouse Marble Bianco Hexagon (Bar Apron)	16	m²	£144.59	£2,313.44
35	Vinyl; LVT Tarkett Concrete Inspiration High Traffic 70 - Light Grey (WC Cubicles)	17	m²	£102.15	£1,736.55
40	Anti-slip vinyl; Polysafe Standard PUR Ash Grey (Bar & Dis WC)	17	m²	£67.69	£1,150.73
45	Extra for coved skirting; 100 high on former (Provisional)	18	m	£35.02	£630.36
50	EGE Ripple Grey RFM55202011 Interface 9405004 Coal	120	m²	£83.45	£10,014.00
55	Assumed welded vinyl joint between differing vinyl floor types (Provisional)	18	m	£0.00	Inc
60	Assumed vinyl threshold strip at external doors (Provisional)	5	m	£48.25	£241.25
	TO SUMMARY				£51,617.74

8.0 Ceilings & Finishes

Item	Description	Qty	Unit	Rate	Total
8.1	GENERAL INFORMATION
	The following items are provide and install/apply unless otherwise stated; refer Drawing (35)200 and AFL Z1-01-DR-A-22101
8.2	CEILING STRUCTURE
8.3	CEILING FINISHES
5	New MF plasterboard ceiling; 2300 AFFL	378	m²	£0.00	Inc In Walls
10	Extra for forming recess for LED lighting (measured elsewhere)	43	m	£0.00	£0.00
15	Extra for upstand at change of levels; 200 high	28	m	£0.00	£0.00
20	Extra for upstand at change of levels; 400 high	46	m	£0.00	£0.00
25	Ditto; but 2700 AFFL	46	m²	£0.00	£0.00
30	Extra for forming recess for LED lighting (measured elsewhere)	29	m	£0.00	£0.00
35	Extra for forming recess for LED lighting; 100 wide (measured elsewhere)	13	m	£0.00	£0.00
40	New 250 thick rigid insulation board to underside of concrete stands (includes vertical upstands)	144	m²	£0.00	£0.00
45	Plaster skim to new plasterboard ceilings and upstands	448	m²	£0.00	£0.00
	TO SUMMARY				£0.00

9.0 Doors & Frames

Item	Description	Qty	Unit	Rate	Total
9.1	GENERAL INFORMATION
	The following items are provide and install unless otherwise stated; refer Drawing (32)200, 401 & 500; (72)405
5	Install of Fire Doorslets & Ironmongery	1	item	£6,075.00	£6,075.00
9.2	DOORS
	Internal Doors
	New flush laminate veneered double door (Type 1); assumed 30 minutes fire resistance; with fire rated vision panels 165 x 1336 (2nr); finished with Egger H3154 ST36 Dark Brown Charleston Oak laminate to both sides; to suit existing opening 1900 wide approximately (D3-001)	1	nr	£2,253.84	£2,253.84
15	Ditto; but to suit existing opening 1800 wide (D3-009)	1	nr	£2,060.89	£2,060.89
	New flush laminate veneered single door (Type 3); assumed 60 minutes fire resistance; with fire rated vision panels 165 x 1336 (1nr); finished with Egger H3154 ST36 Dark Brown Charleston Oak laminate to both sides; to suit existing opening 800 wide approximately (D3-018)	1	nr	£1,362.75	£1,362.75
25	Ditto; but single door Type 11; non-fire rated; to suit existing opening 1000 wide (D3-002)	1	nr	£1,016.84	£1,016.84
	New flush laminate veneered single door (Type 8);-finished with Egger H3154 ST36 Dark Brown Charleston Oak laminate to both sides; to suit new opening 670 wide approximately (D3-010, 011, 012, 013, 014, 015, 016)	7	nr	£836.99	£5,858.93

35 Ditto; but to suit new opening 1000 wide approximately (D3-017) 1 nr £846.17 £846.17
40 New flush laminate veneered double door (Type 13); finished with Egger H3154 ST36 Dark Brown Charleston Oak laminate to both sides; to suit new opening 1700 wide approximately (D3-005) 1 nr £1,442.47 £1,442.47
9.3 DOOR FRAMES
45 Paint grade Laminate-veneered timber door frames 51 m £0.00 Inc Above
50 Paint grade Laminate-veneered timber door frames; 30 minutes fire resistance 12 m £0.00 Inc Above
55 Paint grade Laminate-veneered timber door frames; 60 minutes fire resistance 5 m £0.00 Inc Above
60 Paint grade softwood architraves 136 m £0.00 Inc Above
9.4 DOOR IRONMONGERY 1 Item £2,700.00 £2,700.00
70 Hinges; black powder coated stainless steel; 3 per leaf (Provisional quantity) 48 nr £0.00 £0.00
75 Overhead door closer; Frelan Jedo Contract Fire Door Control black with matching arms (Provisional quantity) 15 nr £0.00 £0.00
80 Ditto; but to suit DDA WC 1 nr £0.00 £0.00
85 Pair of pull handle; Frelan 316 Guardsman fire door pull handles black; 800 long (Provisional spec) 4 nr £0.00 £0.00
90 Pull handle; Frelan Nero Guardsman fire door pull handles black; 400 long (Provisional spec) 2 nr £0.00 £0.00
95 Push plate; black; 400 long (Provisional spec) 2 nr £0.00 £0.00
100 Pair of Frelan Nero Mitred Knurled black lever handles 9 nr £0.00 £0.00
105 Thumbturn & Indicator; Black 7 nr £0.00 £0.00

110	Dis WC roller lock & handle set; black	1	nr	£0.00	£0.00
115	Coat hook; black powder coated stainless steel (Provisional)	8	nr	£0.00	£0.00
120	Door stop; floor mounted (Provisional)	21	nr	£0.00	£0.00
125	WC Sign satin black steel finish (Provisional)	8	nr	£0.00	£0.00
130	Satin stainless steel fire door sign (Provisional quantity)	10	nr	£0.00	£0.00
135	Stainless steel kick plate; Ironmongery Direct 430; 900 x 150 high	4	nr	£0.00	£0.00
9.5	WINDOWS & FRAMES
9.6	WINDOW IRONMONGERY
9.7	SHOPFRONT

TO SUMMARY £23,616.89

10.0 Joinery & Metalwork

Item	Description	Qty	Unit	Rate	Total
10.1	GENERAL INFORMATION
	The following items are provide and install unless otherwise stated; refer Drawings as below
5	Assumed all undercounter bar equipment, low level stainless steel worktops; units, tables, Chef's table, Kitchen Pass, shelving, etc. are included in Catering package	1	Item	£0.00	£0.00
10.2	JOINERY
	Cloak Cupboards & Host Counter - Drawing (72)401
10	Cloaks - 1300 long x 600 deep x 2200 high overall; comprising black stained timber plywood and softwood carcass with sliding doors (2nr) 100 high plinth; including track to top and bottom	4	nr	£2,315.40	£9,261.60
15	Extra for hanging rail on brackets; 1200 long	4	nr	£17.00	£68.00
20	Extra for pair of recessed finger pulls; directdoors.com; ref. FHE203-35/120-MBLK	4	nr	£0.00	Inc Above
25	Host - 600 long x 600 deep x 1100 high overall; comprising Egger H3403 ST12 Eucalyptus-black marble composite laminate worktop; radiused ends (1nr); on black marble matching laminate veneered FR plywood carcass with open shelves to rear; white laminate veneer to inside faces	2	nr	£1,713.90	£3,427.80
30	Extra over for 3 thick bendy FR plywood to external radiused end	2	m²	£0.00	Inc Above
	Cloaks Cupboard & Storage/Drinks Cupboard - Drawing (72)402
35	Cloaks - 1840 long x 600 deep x 2200 high overall; comprising black stained timber plywood and softwood carcass with sliding doors (2nr) 100 high plinth; including track to top and bottom	1	nr	£3,194.25	£3,194.25
40	Extra for hanging rail on brackets; 1840 long	1	nr	£17.00	£17.00
45	Extra for pair of recessed finger pulls; directdoors.com; ref. FHE203-35/120-MBLK	1	nr	£0.00	Inc
50	Storage - 1540 long x 600 deep x 2200 high overall; comprising black stained timber plywood and softwood carcass with cupboard doors (2nr) 100 high plinth; adjustable shelves (4nr)	1	nr	£3,072.25	£3,072.25

55 Extra for pair of recessed finger pulls; directdoors.com; ref. FHE203-35/120-MBLK

Bar & Back Bar - Drawing (72)403 Dawnvale 002 & 003

Front Bar Fitting

60 New J-Shaped front bar fitting, 10867 long x 1150 high x 550 max width - varies; radiused end (1nr); 90 degree corner (1nr); comprising black laminated plywood on stainless steel carcass with access panels and sub top; allow for gable end (1nr); prepare to receive finishes (measured elsewhere)
65 Extra for J-Shaped white marble composite laminate worktop (Stone Flamenco Bianca); 20 thick x 10867 long x 550 wide (maximum - varies); radiused end (1nr); with 160 high concave downstand
70 Extra for timber laminated top panel Egger H3325 ST28 Tobacco Gladstone Oak; 335 high with Brass bar inlay; curved end
75 Extra for Oberflex hammered brushed bronze metal front panel ref. 4045; 670 high; curved end
80 Extra for brushed brass kick strip; 100 high; curved end

Back Bar Fitting

85 Lower fitting and sub-top included in Catering package
90 Extra for Oberflex hammered brushed bronze metal front panel ref. 4045; 670 high; curved end
95 Extra for brushed brass kick strip; 100 high; curved end
100 White marble composite laminate Flamenco Bianca stone worktop; 20 thick x 4275 long x 700 wide; with 70 high downstand to front edge
105 Upper fitting; 3500 wide x 400 deep x 1250 high; comprising 50 thick timber laminated FR plywood (Egger H3325 ST28 Tobacco Gladstone Oak) unit with matching central divider (2nr) and shelves (2nr); allow for recess for lighting
110 Mirrors

1	nr	£0.00	Inc
1	Item	£880.00	£880.00
1	Item	£33,027.75	£33,027.75
1	Item	£7,384.45	£7,384.45
8	m²	£0.00	Inc
11	m	£0.00	Inc
1	item	£0.00	Inc
1	mm²	£0.00	£0.00
1	m	£0.00	Inc
1	item	£2,398.25	£2,398.25
1	item	£487.35	£487.35

Shelving Units (Between Circular Booths) - Drawing (72)405

115	Back to back unit - Upper section; 2217 wide x 725 deep x 1678 high overall; comprising Egger H3403 ST12 Eucalyptus laminate veneered FR plywood carcass with open shelves (22nr); allow for forming recess on each shelf for lighting (measured elsewhere)	1	nr	£6,799.25	£6,799.25
120	Back to back unit - Lower section (hidden); 2217 wide x 803 deep x 921 high overall; comprising softwood and plywood carcass; allow for Egger H3403 ST12 Eucalyptus laminate to exposed edges	1	nr	£0.00	Inc Above
125	Front unit; 1550 wide x 250 deep x 2600 high overall; comprising Egger H3403 ST12 Eucalyptus laminate veneered FR plywood carcass with open shelving and opening for TV; 100 high plinth; allow for forming recesses for lighting (measured elsewhere)	1	nr	£0.00	Inc Above
	Drinks Lockers - Drawing (72)406
130	2690 long x 475 deep x 2400 high overall; comprising timber laminate veneered FR plywood carcass with glazed timber laminate framed cupboard doors (15nr); solid timber laminate doors (2nr); open shelves to bottom section; white laminate veneer to inside faces; 100 high plinth; allow for recess for lighting (measured elsewhere); cutting out for services	1	nr	£14,316.00	£14,316.00
135	Extra for stainless steel cupboard door handles	17	nr	£0.00	Inc Above
140	Extra for soft close hinges	34	nr	£0.00	Inc Above
	Greeter - Drawing (72)407
145	1200 long x 600 deep x 1100 high overall; comprising Egger H3403 ST12 laminate worktop; on matching laminate veneered FR plywood carcass with open shelves to rear; white laminate veneer to inside faces; 162 high upstand to top; 100 high plinth	1	nr	£1,735.50	£1,735.50
	Cloak Cupboard - Drawing (72)407
150	2500 long x 600 deep x 2200 high overall; comprising black stained timber plywood and softwood carcass with sliding doors (2nr) 100 high plinth; including track to top and bottom	1	nr	£3,842.25	£3,842.25
155	Extra for hanging rail on brackets; 2500 long	1	nr	£17.00	£17.00
160	Extra for pair of recessed finger pulls; directdoors.com; ref. FHE203-35/120-MBLK	1	nr	£0.00	Inc Above

Credenza - Drawing (72)408

1200 long x 650 deep x 750 high overall; comprising Egger H3403ST12 Eucalyptus laminate veneered plywood on plywood and softwood carcass with cupboard doors (2nr); drawers (2nr); on 250 high stained timber legs; allow for soft close hinges and drawer closers

4 nr £1,426.90 £5,707.60

170 Extra for Black drawer and door handles

4 nr £0.00 £0.00

Other Items - Provisional - No drawings, shown on GA

IPS panels; with removable section; 915 wide x 2300 high; laminate H1367 ST40 Light Natural Casella Oak Egger U8991 ST9 Solid Soft Black; as Drawing (20)200-065-001

7 nr £1,374.03 £9,618.21

180 Counter top WC's; 1085 wide x 260 deep x 130 high; comprising 15 thick compact laminate shelf (Egger W1101 ST9 Solid Alpine White; on 15 x 15 SHS metal framing; fixing to wall; cutting out for services; as Drawing (20)200-065-001

7 nr £489.42 £3,425.94

185 Allow a provisional sum for M/C Backdrop Legend Plinth

1 P. Sum £0.00 £0.00

190 Allow a provisional sum for AV/Comms cupboard

1 P. Sum £2,700.00 £2,700.00

10.3 METALWORK

Over Bar Gantry - 3595 long x 300 deep x 600 high overall; comprising 30 x 30 brushed brass SHS framing with 10 diameter rails (2nr) to front and sides; suspended from soffit; as Dawnvale Drawing 003

1 nr £0.00 Inc Elsewhere

200 Extra for matching stemware rails; 300 long

32 pr £0.00 Ditto

£111,380.45

11.0 Fixings, Fittings, and Equipment

Item	Description	Qty	Unit	Rate	Total
11.1	GENERAL INFORMATION
5	Dawnvale Bar & Equipment Quote	1	item	£56,921.60	£56,921.60
11.2	FIXTURES & FITTINGS
10	Allow for fix only TV screens on wall brackets (Provisional)	13	nr	£0.00	By Client
11.3	EQUIPMENT
15	Fire fighting equipment as required	1	item	£0.00	By Client
11.4	SIGNAGE
20	Assumed all signage and signwriting is by others	1	item	£0.00	By Client
	TO SUMMARY				£56,921.60

12.0 Furniture

Item	Description	Qty	Unit	Rate	Total
12.1	GENERAL INFORMATION
5	Delivery & Install	1	item	£4,500.00	£4,500.00
12.2	LOOSE FURNITURE
10	High/bar stool	6	nr	£364.50	£2,187.00
15	Tub Chairs	102	nr	£305.00	£31,110.00
20	Timber side chairs	28	nr	£290.20	£8,125.60
25	1800 long chaises	2	nr	£1,230.00	£2,460.00
30	Dining table; 600 x 700 - blak marble top brass edge	12	nr	£707.30	£8,487.60
35	Dining table; 700 x 700 - white marble top, brass edge	26	nr	£709.80	£18,454.80
40	Dining table 700 x 700 - black marble top, brass edge	4	nr	£741.20	£2,964.80
45	Dining table; 1200 diameter - white marble top, brass edge	8	nr	£1,598.00	£12,784.00
50	Dining table; 1200 diameter - black marble top, brass edge	2	nr	£1,682.00	£3,364.00
55	Board Room table; 2000 x 1200	2	nr	£4,132.50	£8,265.00
60	Booth table 1800 x 700 black marble top, brass edge (2 x pedestal bases)	3	nr	£1,320.60	£3,961.80
65	Booth table 1500 x 700 black marble top, brass edge (2 x pedestal bases)	3	nr	£1,237.00	£3,711.00
70	Lounge table; 600 diameter	2	nr	£332.30	£664.60

12.3 FIXED FURNITURE

4 Person Booth Seating - Drawing (72)404

75	Straight; 1532 x 860 high x 550 deep; smooth upholstered seat pad (fabric velvet - Warwick Lovely Mocha) fixed to carcass with Keku Push Fit fittings; smooth upholstered back pad (fabric velvet - Warwick Lovely Mocha); on plywood and softwood carcass; with Egger H3403 ST12 laminated FR plywood to back panel, kickboard and capping	2	nr	£1,322.40	£2,644.80
80	Ditto; but back to back unit; 1100 deep	2	nr	£2,644.80	£5,289.60

6 Person Booth Seating - Drawing (72)404

85	Straight; 1800 x 970 high x 550 deep; smooth upholstered seat pad (fabric velvet - Warwick Lovely Mocha) fixed to carcass with Keku Push Fit fittings; horizontally fluted upholstered back pad (fabric velvet - Warwick Lovely Mocha); on plywood and softwood carcass; with Egger H3403 ST12 laminated FR plywood to back panel; on 100 high legs	2	nr	£1,586.90	£3,173.80
90	Ditto; but back to back unit; 1100 deep	2	nr	£3,173.80	£6,347.60

Booth Seating 3 - Drawing (72)405

95	Semi-circular banquette seating; 2550 diameter x 970 high x 650 deep; smooth upholstered seat pad (fabric velvet - Warwick Lovely Espresso); horizontally fluted upholstered back pad (fabric velvet - Warwick Lovely Espresso); on plywood and softwood carcass; with Egger H3404 ST12 laminated FR plywood to exposed faces; on 100 high legs	2	nr	£4,849.00	£9,698.00
100	Extra for irregular shaped capping behind seating (2nr)	1	item	£0.00	Inc Above

Banquette Seating - No Drawing - Shown on GA

105	Straight banquette seating; 4050 long x 970 high x 720 deep; smooth upholstered seat pad (fabric velvet - spec. to be confirmed) fixed to carcass with Keku Push Fit fittings; smooth upholstered back pad (fabric velvet - spec. to be confirmed); on plywood and softwood carcass; with laminated FR plywood to exposed faces; on 100 high legs (Provisional)	1	nr	£3,615.00	£3,615.00
110	Ditto; but 3950 long x 970 high x 600 deep (Provisional)	1	nr	£3,615.00	£3,615.00

TO SUMMARY £145,424.00

13.0 Decoration

Item	Description	Qty	Unit	Rate	Total
13.1	GENERAL INFORMATION
	The following items are prepare and apply unless otherwise stated; refer Drawings (20)200 Elevations, (32)200, (43)200
5	Allow for decorating all radiators, exposed pipework, grilles, vent covers, etc the same colour as the background wall or ceiling	1	item	£337.50	£337.50
13.2	DECORATIONS
	WALLPAPER
	Walls
10	Cross lining with good lining paper to existing wall	9	m²	£16.20	£145.80
15	Wallpaper; spec. to be confirmed; on lining paper (measured elsewhere)	9	m²	£54.00	£486.00
	PAINT
	Walls
20	One coat undercoat; two coats Vinyl Matt emulsion paint to new plaster	339	m²	£20.17	£6,837.63
25	Ditto; but to existing walls	49	m²	£20.17	£988.33
30	Ditto; but to existing columns	15	m²	£20.17	£302.55
	Ceilings
35	One coat undercoat; two coats Vinyl Matt emulsion paint to new ceilings & upstands	448	m²	£14.84	£6,648.32

Woodwork

40	One coat undercoat, two coats top coat to new door frames & architraves	68	m	£4.76	£323.68
45	Ditto; but to new skirtings; 100 high	145	m	£4.76	£690.20
50	Allow a provisional sum for additional decorations	1	P. Sum	£337.50	£337.50

TO SUMMARY £17,097.51

14.0 Legal Requirements

Item	Description	Qty	Unit	Rate	Total
14.1	GENERAL INFORMATION				£0.00
14.2	INSURANCES				£0.00
14.3	HEALTH & SAFETY AND WELFARE PROVISIONS				£0.00
14.4	FIRE PRECAUTION				£0.00
14.5	FEES & EXPENDITURE				£0.00
14.6	STATUTORY BODIES				£0.00
14.7	SURVEYING & CERTIFICATION				£0.00

15.0 Alternative Options

Item	Description	Qty	Unit	Rate	Total
15.1	GENERAL INFORMATION

£0.00

DAWNV ALE GROUP

Item	Description	Total
1.0	PRELIMINARIES	£76,111.22
2.0	ELECTRICAL	£115,489.11
3.0	MECHANICAL	£207,702.28
4.0	PLUMBING	£41,752.86
5.0	STRUCTURAL	£140,673.24
6.0	WALLS & PARTITIONS	£334,756.16
7.0	FLOORS & FLOOR FINISHES	£51,617.74
8.0	CEILINGS & CEILING FINISHES	£0.00
9.0	DOORS & WINDOWS	£23,616.89
10.0	JOINERY & METALWORK	£111,380.45
11.0	FIXTURES, FITTINGS & EQUIPMENT	£56,921.60
12.0	FURNITURE	£145,424.00
13.0	DECORATION	£17,097.51
14.0	LEGAL REQUIREMENTS	£0.00

Contingency Sum

Agreed Contract Value (exc. VAT) £1,322,543.06

15.0 ALTERNATIVE OPTIONS £0.00

Item	Exclusions
a)	The following has not been allowed for within this schedule
b)	Legal i.e. Planning and Licensing Applications
c)	Data & Tills
d)	Asbestos R&D Type
e)	Intruder Alarms
f)	Sprinkler Systems
g)	CCTV
h)	AV / Audio

Date of issue: 2nd July 2024

Acceptance of Tender

I / We the undersigned, accept the tender for xxxxxxxx works to be carried out on xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

This acceptance is based on the tender dated xx/xx/xxxx in the value of £xx and this relates to all works as per tender revision xx

I / We agree to the following terms of payment:
Deposit
Valuations

Works to commence on site on xx/xx/xxxx with an agreed handover date of xx/xx/xxxx

I / We accept that any variations on the project will be submitted to me / us in writing and will need to be agreed by me / us in writing within a period of xx hours so not to cause any delays in programme.

Signed (Client):

Print Name:

On behalf of:

Signed on behalf of Dawnvale Group:

Schedules of Work

for

Chukkers Hospitality Lounge

at

BCFC

Birmingham

Revision:/

4.0 PLUMBING

4.1 GENERAL PLUMBING
4.2 ABOVE GROUND DRAINAGE
4.3 SANITARYWARE

5.0 STRUCTURAL

5.1 GENERAL STRUCTURAL
5.2 DEMOLITIONS & ALTERATIONS
5.3 BELOW GROUND DRAINAGE ALTERATIONS

6.0 WALLS & PARTITIONS

6.1 GENERAL INFORMATION
6.2 PARTITIONS
6.3 EXTERNAL WALLS
6.4 INTERNAL WALLS

11.0 FIXTURES, FITTINGS & EQUIPMENT

11.1 GENERAL INFORMATION
11.2 FIXTURES & FITTINGS
11.3 EQUIPMENT
11.4 SIGNAGE

12.0 FURNITURE

12.1 GENERAL INFORMATION
12.2 LOOSE FURNITURE
12.3 FIXED FURNITURE

0161 684 7879
sales@dawnvale.com
dawnvale.com
f

2.4 CCTV / ALARM SECURITY SYSTEMS
65 Allow for alterations to existing 1 item £0.00 By Others
2.5 TELEPHONY / DATA / IT
70 Allow for alterations to existing 1 item £0.00 By Others
2.6 AUDIO / VISUAL
75 Allow for alterations to existing 1 item £0.00 By Others

TO SUMMARY £99,329.12

5.0 Structural

6.0 Walls & Partitions

65	Extra for timber beading/trim to top edge	29	m	£42.25	£1,225.25
70	Ditto; but to square columns; 2300 high x 1500 girth	7	m²	£0.00	£0.00
75	Ditto; but to circular columns; 629 diameter x 2600 high; on 18 thick FR plywood formers and softwood framing; to form circular column casing to existing square column; to be constructed in two halves and joined on site	11	m²	£0.00	£0.00
80	Glazing Enabling Works	1	Item	£607.50	£607.50

TO SUMMARY £62,800.57

7.0 Floors & Finishes

TO SUMMARY £30,976.13

9.4	DOOR IRONMONGERY	1	Nr	£2,025.00	£2,025.00
50	Hinges; black powder coated stainless steel; 3 per leaf (Provisional quantity)	3	nr	£0.00	£0.00
55	Set of double swing hinges; black (per leaf - Provisional quantity)	4	nr	£0.00	£0.00
60	Set of double swing hinges; Antique Brass (per leaf - Provisional quantity)	2	nr	£0.00	£0.00
65	Door closer; SDS Overhead Closer with backcheck; black	5	nr	£0.00	£0.00
70	Ditto; but Antique Brass	2	nr	£0.00	£0.00
75	Pair of pull handle; Frelan 316 Guardsman fire door pull handles black; 800 long	2	nr	£0.00	£0.00
80	Pull handle; Frelan Nero Guardsman fire door pull handles black; 400 long	3	nr	£0.00	£0.00
85	Push plate; black; 400 long	3	nr	£0.00	£0.00
90	Pull handle; Hampstead Knurled T bar; bolt fixed; Satin Brass	2	nr	£0.00	£0.00
95	Push plate; Solid Brass plain finger plate; 600 x 75; polished finish	2	nr	£0.00	£0.00
100	Door stop; floor mounted (Provisional)	7	nr	£0.00	£0.00
105	Satin stainless steel fire door sign	14	nr	£0.00	£0.00
110	Stainless steel kick plate; Ironmongery Direct 430; 600 x 150 high	4	nr	£0.00	£0.00
115	Ditto; but 800 x 150 high	2	nr	£0.00	£0.00
120	Antique Brass kick plate; 600 x 200 high	4	nr	£0.00	£0.00

9.5 WINDOWS & FRAMES
9.6 WINDOW IRONMONGERY
9.7 SHOPFRONT

TO SUMMARY £13,539.68

0161 684 7879
sales@dawnvale.com
dawnvale.com
f
f
f

10.0 Joinery & Metalwork

Bar - Drawing (72)404 Dawnvale 002 & 003

Front Bar Fitting

45	New U-Shaped front bar fitting, 8550 long x 1150 high x 550 max (width varies) overall; radiused corner (1nr); 90 degree corner (1nr); comprising black laminated plywood on stainless steel carcass with access panels and sub top; allow for gable end (1nr); prepare to receive finishes (measured elsewhere)	1	Item	£879.00	£879.00
50	Extra for straight black marble composite laminate stained and polished solid timber worktop; 44 thick x 1250 long x 400 wide	1	Item	£743.00	£743.00
55	Extra for L-Shaped black marble composite laminate stained and polished solid timber worktop; 44 thick x 6710 long x 550 wide; radiused corner (1nr); 100 high bullnose front edge; 100 high upstand around glass dump area (3950 long)	1	Item	£3,374.30	£3,374.30
60	Extra for stained and polished Mahogany front panel with matching planted on mouldings; 1050 high x 7260 long (inc. gable end); radiused corner (1nr)	1	Item	£4,513.00	£4,513.00
65	Extra for stained and polished Mahogany kick strip; 100 high x 7260 long (inc. gable end); radiused corner (1nr)	1	Item	£0.00	Included
70	Over Bar storage unit, 4570 long x 600 high x 300 deep; comprising stained and polished Mahogany front panel with matching planted on mouldings; matching side panels (2nr) and shelving; fixing through plasterboard to concrete soffit	1	Item	£3,649.50	£3,649.50
Back Bar Fitting
75	Lower fitting and sub-top included in Catering package	1	item	£0.00	£0.00
80	Black marble composite laminate stained and polished solid timber worktop; 44 thick x 5935 long x 650 wide; allow for scribing around column at one end	1	Item	£2,546.75	£2,546.75
85	Upper fitting; 1300 wide x 400 deep x 800 high; comprising 50 thick Mahogany timber laminated FR plywood unit with matching central divider and shelves (2nr)	4	nr	£777.00	£3,108.00
90	Glazing to Backbar	1	Item	£1,350.00	£1,350.00

Cloak Cupboard - Drawing (72)407

95	Cloaks - 1200 long x 600 deep x 2200 high overall; comprising black stained and polished Mahogany veneered timber plywood and softwood carcass with Mahogany moulded panel doors (2nr) 100 high plinth; including track to top and bottom	1	nr	£3,012.00	£3,012.00
100	Extra for hanging rail on brackets; 1200 long	1	nr	£17.00	£17.00
105	Extra for pair of recessed finger pulls; directdoors.com; ref. FHE203-35/120-MBLK	1	nr	£0.00	Inc Above
110	Extra for 18 thick black stained Egger marble laminate F206 ST9 table top; 900 long x 600 wide; radiused end (1nr); on 10 diameter wire Hairpin leg in gold finish from The Hairpin Legs Co.	1	nr	£88.00	£88.00

Cloaks - Drawing (72)408 & 409

115	Cloaks - 900 long x 600 deep x 2200 high overall; comprising black stained and polished Mahogany veneered timber plywood and softwood carcass with Mahogany moulded panel doors (2nr) 100 high plinth; including track to top and bottom	1	nr	£2,883.75	£2,883.75
120	Extra for hanging rail on brackets; 900 long	1	nr	£17.00	£17.00
125	Extra for pair of recessed finger pulls; directdoors.com; ref. FHE203-35/120-MBLK	1	nr	£0.00	Inc Above
130	Cloaks - 1200 long x 600 deep x 2200 high overall; comprising black stained and polished Mahogany veneered timber plywood and softwood carcass with Mahogany moulded panel doors (2nr) 100 high plinth; including track to top and bottom	2	nr	£3,012.00	£6,024.00
135	Extra for hanging rail on brackets; 1200 long	2	nr	£17.00	£34.00
140	Extra for pair of recessed finger pulls; directdoors.com; ref. FHE203-35/120-MBLK	2	nr	£0.00	Inc Above
10.3	METALWORK
145	Brass footrail	1	nr	£1,824.00	£1,824.00

TO SUMMARY £45,354.30

DAWNVLAE
GROUP

12.0 Furniture

12.3 FIXED FURNITURE

Banquette Seating 1 - Drawing (72)401

50 Single unit; 1773 long x 1045 high x 700 deep; smooth upholstered seat pad (fabric Leather - Rub Off Leather) fixed to carcass with Keku Push Fit fittings; smooth upholstered back pad (fabric leather - spec. to be confirmed) with brown leather straps (2nr); on plywood and softwood carcass; with stained and polished Mahogany laminated FR plywood to exposed faces; kick board; capping

Column Table - Drawing (72)403

1600 diameter table; comprising 38 thick Egger F206 ST9 laminated plywood top built around 761 square column mounting on moulded timber stained and polished Mahogany brackets (8nr)

6	nr	£0.00	Included Below
	nr	£0.00	£0.00

Low Back Booth Seating - Drawing (72)405

55 Single unit; 3189 long x 860 high x 750 deep; smooth upholstered seat pad (fabric leather - Rub Off Leather) fixed to carcass with Keku Push Fit fittings; smooth upholstered back pad (fabric leather - Rub Off Leather); on plywood and softwood carcass; with stained and polished Mahogany laminated FR plywood to exposed faces; kick board; capping

1	nr	£24,262.90	£24,262.90
60 Ditto; but 2311 long	3	nr	£0.00
---	---	---	---

65 Extra for boxing out existing column to finish flush with front of seating; 264 wide x 430 deep approximately

1	nr	£338.50	£338.50

70 Extra for boxing out existing column to finish flush with front of seating; 581 wide x 363 deep approximately

1	nr	£338.50	£338.50

TO SUMMARY £80,115.78

Ceilings

30	One coat undercoat; two coats Vinyl Matt emulsion paint to new ceilings & upstands	263	m²	£14.84	£3,902.92

Woodwork

35	One coat undercoat, two coats top coat to new door frames & architraves	23	m	£4.76	£109.48
40	Ditto; but to new skirtings; 100 high	27	m	£4.76	£128.52
45	Allow a provisional sum for additional decorations	1	P. Sum	£675.00	£675.00

TO SUMMARY £5,937.87

14.0 Legal Requirements

£0.00

Item	Description	Total
1.0	PRELIMINARIES	£33,447.80
2.0	ELECTRICAL	£99,329.12
3.0	MECHANICAL	£116,827.05
4.0	PLUMBING	£8,261.76
5.0	STRUCTURAL	£50,329.07
6.0	WALLS & PARTITIONS	£62,800.57
7.0	FLOORS & FLOOR FINISHES	£30,976.13
8.0	CEILINGS & CEILING FINISHES	£8,940.04
9.0	DOORS & WINDOWS	£13,539.68
10.0	JOINERY & METALWORK	£45,354.30
11.0	FIXTURES, FITTINGS & EQUIPMENT	£25,743.34
12.0	FURNITURE	£80,115.78
13.0	DECORATION	£5,937.87
14.0	LEGAL REQUIREMENTS	£0.00

Contingency Sum

Agreed Contract Value (exc. VAT) £581,602.51

15.0 ALTERNATIVE OPTIONS £0.00

Item	Exclusions
a)	The following has not been allowed for within this schedule
b)	Legal i.e. Planning and Licensing Applications
c)	Data & Tills
d)	Asbestos R&D Type
e)	Intruder Alarms
h)	Sprinkler Systems
j)	CCTV
k)	AV / Audio

Date of issue: 2nd July 2004

for

City Suite

at

BCFC Birmingham

£31,267.32

2.3 FIRE ALARM SYSTEM
70 Allow for alterations to existing 1 item £0.00 By Others
2.4 CCTV / ALARM SECURITY SYSTEMS
75 Allow for alterations to existing 1 item £0.00 By Others
2.5 TELEPHONY / DATA / IT
80 Allow for alterations to existing 1 item £0.00 By Others
2.6 AUDIO / VISUAL
85 Allow for alterations to existing 1 item £0.00 By Others

TO SUMMARY £70,310.63

4.0 Plumbing

5.3 BELOW GROUND DRAINAGE ALTERATIONS

60 It is assumed there are no below slab drainage works required on this scheme

1	item	£0.00	£0.00

TO SUMMARY £45,631.35

Dry Lining

65	1 layer of 12.5 thick plasterboard and 1 layer plywood on timber battens to existing columns (Provisional quantity)	10	m²	£0.00	£0.00
70	Ditto; but to existing walls (Provisional quantity)	25	m²	£0.00	£0.00

Finishes

75	Plaster skim to new plasterboard partitions	34	m²	£24.30	£826.20
80	Ditto; but to new plasterboard partitions (Kitchen side - Provisional)	34	m²	£24.30	£826.20
85	Ditto; but to existing walls /drylining	25	m²	£24.30	£607.50
90	Ditto; but to existing columns /drylining	10	m²	£24.30	£243.00
95	Skirting; 100 high MDF pencil round profile; prepare for decoration	12	m	£12.20	£146.40

Allow a provisional sum for wall finishes; Whiterock, stainless steel, etc. to Kitchen

P. Sum	£0.00	£0.00

100 Whiterock hygienic wall cladding; including thermoformed corners, joint strips, etc.; As Dawnvale spec.

74	m²	£64.80	£4,795.20

TO SUMMARY £68,629.03

TO SUMMARY £17,720.12

9.4	DOOR IRONMONGERY	1	nr	£351.00	£351.00
30	Hinges; black powder coated stainless steel; 3 per leaf
(Provisional quantity)	6	nr	£0.00	£0.00
35	Door closer; Frelan Jedo Contract Fire Door Control black with-matching arms SDS Overhead Closer with back check Matt Black	2	nr	£0.00	£0.00
	Pair of pull handle; Frelan 316 Guardsman fire door pull handles-black; 800 long		nr	£0.00	£0.00
40	Pull handle; Frelan Nero Guardsman fire door pull handles black; 400 long	2	nr	£0.00	£0.00
45	Push plate; black; 400 long	2	nr	£0.00	£0.00
50	Door stop; floor mounted (Provisional)	2	nr	£0.00	£0.00
55	Satin stainless steel fire door sign (Provisional quantity)	4	nr	£0.00	£0.00
60	Stainless steel kick plate; Ironmongery Direct 430; 600 x 150 high	4	nr	£0.00	£0.00
9.5	WINDOWS & FRAMES
9.6	WINDOW IRONMONGERY
9.7	SHOPFRONT

TO SUMMARY £3,819.90

Bar & Back Bar - Drawing (72)403 Dawnvale 004

35 Bar Unit - 2910 long x 810 deep x 1150 high overall; comprising 18 thick timber laminate veneered (Egger H1367 ST40 Light Casella Oak) plywood carcass with 100 high timber laminate plinth; white laminate-veneered plywood shelf (1nr); central divider and 30 thick Light Grey Infinity Stone counter top with 60 high downstand to front and rear

1 nr £4,020.95 £4,020.95

40 Back Bar Lower Unit - 2910 long x 700 deep x 1150 high overall; comprising 18 thick timber laminate veneered (Egger H1367 ST40 Light Casella Oak) plywood to exposed faces/edges on stainless steel carcass with 30 thick Light Grey Infinity Stone counter top with 60 high downstand to front edge

1 nr £3,473.47 £3,473.47

45 Upper fitting; 2830 wide x 400 deep x 1375 high; comprising 18 thick timber laminated (Egger H1367 ST40 Light Casella Oak) plywood to exposed faces/edges; cupboard doors (7nr); adjustable shelves (7nr); inside of cupboards to be white laminate; assumed push to open catches to cupboard doors

1 nr £2,900.95 £2,900.95

Planter - Drawing (72)407

50 3000 long x 350 wide x 900 high; 18 thick timber laminated (Egger H1367 ST40 Light Casella Oak) plywood carcass with shadow gap around top; 85 high metal matching laminated recessed plinth; on castors (4nr)

1 nr £2,356.75 £2,356.75

55 Extra for 200 deep planting trough

1 nr £0.00 By Client

60 Allow a provisional sum for plants

1 P. Sum £0.00 By Client

10.3 METALWORK

65 Over Bar Gantry - 2910 long x 300 deep x 600 high overall; comprising 30 x 30 black powder coated SHS framing with 10 diameter rails (2nr) to front and sides; suspended from soffit; as Dawnvale Drawing 004

1 nr £0.00 Inc Elsewhere

70 Extra for matching stemware rails; 300 long

26 pr £0.00 Ditto

75 Glass Shelves

1 Item £202.50 £202.50

TO SUMMARY

£18,674.12

£180,425.90

Item	Description	Qty	Unit	Rate	Total
12.1 GENERAL INFORMATION
5	Delivery & Install	1	nr	£2,054.00	£2,054.00
12.2 LOOSE FURNITURE
10	High/bar stool polished and stained to natural lancaster oak	16	nr	£205.90	£3,294.40
15	Lounge chairs; small side chairs polished and stained to natural lancaster oak	2	nr	£117.50	£235.00
20	Lounge chairs; large arm chair fully upholstered in warwick plush navy with scatter cushion in warwick plush nickel	1	nr	£1,010.55	£1,010.55
25	Lounge chairs; large arm chair fully upholstered in warwick plush navy with scatter cushion in warwick plush nickel	1	nr	£1,010.55	£1,010.55
30	Bar height table; 900 diameter 800 diameter natural lancaster oak with poseur base	4	nr	£226.80	£907.20
35	Lounge table; oblong 300 x 500 laptop table 600x500x630 oval	2	nr	£346.55	£693.10
40	Lounge table; 600 diameter 2no. Lounge Height in natural lancaster oak	2	nr	£143.30	£286.60
45	Lounge table; 600 diameter 2no. Dining Height in natural lancaster oak	2	nr	£149.15	£298.30
12.3 FIXED FURNITURE
Soft Seat - Drawing (72)401
50	Single soft seat; 760 wide x 950 high x 840 deep; smooth upholstered seat pad (fabric leather - Yarwood Vintage Cork); smooth upholstered back pad (fabric leather - Yarwood Vintage Cork); on plywood and softwood carcass; with laminated FR plywood kick board (4nr)	1	Item	£2,475.30	£2,475.30
55	Stackable side chairs polished and stained to natural Lancaster Oak	20	nr	£118.20	£2,364.00
TO SUMMARY					£14,629.00

Item	Description	Total
1.0	PRELIMINARIES	£31,267.32
2.0	ELECTRICAL	£70,310.63
3.0	MECHANICAL	£52,263.85
4.0	PLUMBING	£34,106.24
5.0	STRUCTURAL	£45,631.35
6.0	WALLS & PARTITIONS	£68,629.03
7.0	FLOORS & FLOOR FINISHES	£17,720.12
8.0	CEILINGS & CEILING FINISHES	£3,186.00
9.0	DOORS & WINDOWS	£3,819.90
10.0	JOINERY & METALWORK	£18,674.12
11.0	FIXTURES, FITTINGS & EQUIPMENT	£180,425.90
12.0	FURNITURE	£14,629.00
13.0	DECORATION	£3,280.19
14.0	LEGAL REQUIREMENTS	£0.00

We advise a 5% Contingency Sum be added to the overall cost for any unforeseen issues that could arise once started on site

Agreed Contract Value (exc. VAT)

£543,943.65

15.0 ALTERNATIVE OPTIONS

Date of issue: 2nd July 2024

for

Box to Box

2.5 TELEPHONY / DATA / IT
70 Allow for new installation
1 item £0.00 By Others
2.6 AUDIO / VISUAL
75 Allow for new installation
1 item £0.00 By Others

TO SUMMARY £103,337.63

TO SUMMARY £174,275.65

Finishes

40	Plaster skim to new plasterboard partitions	54	m²	£24.30	£1,312.20
45	Ditto; but to existing walls /drylining	163	m²	£24.30	£3,960.90
50	Ceramic tiles to concession servery front; 3250 x 1000 high; Flat Gloss White Brick tiles; 200 x 100; grout to be confirmed	15	m2	£132.51	£1,987.65
55	100 high skirting to concession servery front; 3250 long; brushed stainless steel	4	nr	£98.00	£392.00
60	Hygienic Wall Cladding to Concession	72	m2	£64.80	£4,665.60

TO SUMMARY £58,832.41

7.0 Floors & Finishes

Item	Description	Qty	Unit	Rate	Total
9.1 GENERAL INFORMATION
5	Fire Door & Ironmongery Install	1	nr	£877.50	£877.50
9.2	DOORS
	Internal Doors
10	New flush laminate veneered single door (Type 11); with vision panels 165 x 1336 (1nr); finished with Egger H3154 ST36 Dark Brown Charleston Oak laminate to both sides; to suit existing opening 1000 wide approximately (D6-001 & 002)	2	nr	£1,016.84	£2,033.68
9.3	DOOR FRAMES
15	Paint grade Laminate-veneered timber door frames	11	m	£0.00	Inc
20	Paint grade softwood architraves	22	m	£0.00	Inc
9.4	DOOR IRONMONGERY	1	Item	£270.00	£270.00
30	Hinges; black powder coated stainless steel; 3 per leaf (Provisional quantity)	6	nr	£0.00	£0.00
35	Door stop; floor mounted (Provisional)	2	nr	£0.00	£0.00
40	Door closer; Frelan Jedo Contract Fire Door Control black with matching arms (Provisional spec.)	2	nr	£0.00	£0.00
45	Pull handle; Frelan Nero Guardsman fire door pull handles black; 400 long (Provisional spec)	2	nr	£0.00	£0.00
50	Push plate; black; 400 long (Provisional spec)	2	nr	£0.00	£0.00
55	Stainless steel kick plate; Ironmongery Direct 430; 900 x 150 high	4	nr	£0.00	£0.00

9.5 WINDOWS & FRAMES
9.6 WINDOW IRONMONGERY
9.7 SHOPFRONT

60 Allow a provisional sum for roller shutter to servery front; 3250 long x 800 high approximately (4nr) - Indicated on AFL Drawing

1 P. Sum £0.00 Excluded

TO SUMMARY £3,181.18

DAWNV ALE GROUP

Item	Description	Total
1.0	PRELIMINARIES	£35,587.14
2.0	ELECTRICAL	£103,337.63
3.0	MECHANICAL	£49,019.05
4.0	PLUMBING	£4,656.64
5.0	STRUCTURAL	£174,275.65
6.0	WALLS & PARTITIONS	£58,832.41
7.0	FLOORS & FLOOR FINISHES	£8,069.70
8.0	CEILINGS & CEILING FINISHES	£3,780.00
9.0	DOORS & WINDOWS	£3,181.18
10.0	JOINERY & METALWORK	£7,636.00
11.0	FIXTURES, FITTINGS & EQUIPMENT	£115,176.30
12.0	FURNITURE	£37,669.50
13.0	DECORATION	£17,207.29
14.0	LEGAL REQUIREMENTS	£0.00

Agreed Contract Value (exc. VAT) £618,428.49

Corridor Works

Revision:/

£14,605.13

4.0 Plumbing

Carry out builders work for the following

45	Electrical Installations	1	P. Sum	£2,700.00	£2,700.00
50	Mechanical Installations	1	P. Sum	£2,700.00	£2,700.00
55	Other specialists	1	P. Sum	£2,700.00	£2,700.00
60	Firestopping	1	P. Sum	£5,400.00	£5,400.00
5.3	BELOW GROUND DRAINAGE ALTERATIONS
65	No works	1	item		£0.00
TO SUMMARY					£59,755.08

6.0 Walls & Partitions

9.3 DOOR FRAMES

60	Door sets measured above	1	item	£0.00	Inc
65	Paint grade softwood architraves	211	m	£0.00	Inc
9.4	DOOR IRONMONGERY	1	nr	£4,050.00	£4,050.00
75	Hinges; black powder coated stainless steel; 3 per leaf (Provisional quantity)	93	nr	£0.00	£0.00
80	Overhead door closer; Frelan Jedo Contract Fire Door Control black with matching arms (Provisional quantity)	31	nr	£0.00	£0.00
85	Pair of pull handle; Frelan 316 Guardsman fire door pull handles black; 800 long (Provisional spec)	10	nr	£0.00	£0.00
90	Pull handle; Frelan Nero Guardsman fire door pull handles black; 400 long (Provisional spec)	16	nr	£0.00	£0.00
95	Push plate; black; 400 long (Provisional spec)	16	nr	£0.00	£0.00
100	Door stop; floor mounted (Provisional)	31	nr	£0.00	£0.00
105	Satin stainless steel fire door sign (Provisional quantity)	36	nr	£0.00	£0.00
110	Stainless steel kick plate; Ironmongery Direct 430; 900 x 150 high	8	nr	£0.00	£0.00
115	Ditto; but 800 wide	4	nr	£0.00	£0.00
120	Ditto; but 700 wide	4	nr	£0.00	£0.00
9.5	WINDOWS & FRAMES
9.6	WINDOW IRONMONGERY
9.7	SHOPFRONT

£49,826.24

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You Tube

45	One coat undercoat, two coats top coat to new door frames & architraves	106	m	£4.76	£504.56
50	Ditto; but to existing door frames	85	m	£33.75	£2,868.75
55	Ditto; but to existing door leaves	57	m²	£33.75	£1,923.75
60	Ditto; but to existing skirtings	262	m	£4.76	£1,247.12
65	Allow a provisional sum for additional decorations	1	P. Sum	£1,350.00	£1,350.00

TO SUMMARY £25,183.07

Item	Description	Total
1.0	PRELIMINARIES	£14,605.13
2.0	ELECTRICAL	£24,478.72
3.0	MECHANICAL	£0.00
4.0	PLUMBING	£0.00
5.0	STRUCTURAL	£59,755.08
6.0	WALLS & PARTITIONS	£11,765.25
7.0	FLOORS & FLOOR FINISHES	£42,136.99
8.0	CEILINGS & CEILING FINISHES	£25,879.50
9.0	DOORS & WINDOWS	£49,826.24
10.0	JOINERY & METALWORK	£0.00
11.0	FIXTURES, FITTINGS & EQUIPMENT	£0.00
12.0	FURNITURE	£0.00
13.0	DECORATION	£25,183.07
14.0	LEGAL REQUIREMENTS	£0.00

Agreed Contract Value (exc. VAT) £253,629.98

KOP First Floor Offices

Revision:

This price is valid for 90 days from date of issue

Issue date:

Valid to date:

£18,924.95

2.4 CCTV / ALARM SECURITY SYSTEMS
80 Allow for alterations to existing 1 item By Others
2.5 TELEPHONY / DATA / IT
85 Allow for alterations to existing 1 item By Others
2.6 AUDIO / VISUAL
90 Allow for alterations to existing 1 item By Others

TO SUMMARY £66,150.56

£25,600.00

£15,724.80

5.0 Structural

Carry out builders work for the following

55	Electrical Installations	1	P. Sum	£4,050.00	£4,050.00
60	Mechanical Installations	1	P. Sum	£4,050.00	£4,050.00
65	Other specialists	1	P. Sum	£3,375.00	£3,375.00
70	Firestopping	1	P. Sum	£5,400.00	£5,400.00
5.3	BELOW GROUND DRAINAGE ALTERATIONS
75	Assumed pop-up/SVP, etc is in correct location for Food & Drink Prep Area	1	item		£0.00

TO SUMMARY £41,835.00

6.4 INTERNAL WALLS

Dry Lining

65 Gyplyner Independent to existing walls; comprising 2 layers of 12.5 thick Wallboard to one side of wide MF studs (Provisional - As blue line against existing walls) 78 m² £0.00

Finishes

70 WF03 - Ceramic tiles; porcelainsuperstore.co.uk; Fluted Dark Denim Blue; grey grout (Splashback assumed 4950 x 450 high) 3 m² £215.53 £646.58
75 Extra for matt black tile trim 6 m £8.10 £48.60
80 Plaster skim to new plasterboard partitions & drylining 258 m² £24.30 £6,269.40
85 Skirting; 100 high MDF pencil round profile; prepare for decoration 35 m £12.20 £426.83

TO SUMMARY £70,265.66

TO SUMMARY £35,358.26

£21,747.83

Item	Description	Qty	Unit	Rate	Total
9.1 GENERAL INFORMATION
5	The following items are provide and install unless otherwise stated; refer Drawing 23059(20)-000-1-07 & (42)-000-1-05	1	item		£0.00
10	Doors FFD05, 06 & 07 are included in the partitions in Section 6	1	item		£0.00
9.2	DOORS
	Moveable Wall Partition
15	New acoustic sliding folding partition; creatifwall.co.uk Solo 110 with dry wipe board magnetic finish; 3400 x 2500 high; allow for top and bottom track, ironmongery, etc.	1	nr		Excluded
20	Extra for installing additional support steelwork/timber, etc at ceiling level	1	P. Sum		£0.00
	Internal Doors
25	New flush black stained high grain timber double door set; 30 minutes fire resistance; to suit existing opening 1600 wide approximately (FFD-01)	1	nr		No New Doorsets Allowed
30	New flush paint grade timber single door set; 30 minutes fire resistance; to suit new opening 1010 wide approximately (FFD-02)	1	nr		£0.00
35	Ditto; but to suit existing opening 1200 wide (FFD-03)	1	nr		£0.00
40	Ditto; but to suit existing opening 800 wide (FFD-04)	1	nr		£0.00
9.3	DOOR FRAMES
45	Door sets measured above	1	item		£0.00
50	Paint grade softwood architraves	45	m		£0.00

9.4 DOOR IRONMONGERY

| 55 | Hinges; black powder coated stainless steel; 3 per leaf
(Provisional quantity) | 15 | nr | £0.00 |
| --- | --- | --- | --- | --- |
| 60 | Overhead door closer (Provisional quantity) | 5 | nr | £0.00 |
| 65 | Pull handle; powder coated stainless steel; 400 long (Provisional spec) | 5 | nr | £0.00 |
| 70 | Push plate; powder coated stainless steel | 5 | nr | £0.00 |
| 75 | Mortice lock | 4 | nr | £0.00 |
| 80 | Pair of escutcheons | 4 | nr | £0.00 |
| 85 | Pair of flush bolts | 1 | nr | £0.00 |
| 90 | Satin stainless steel fire door sign (Provisional quantity) | 10 | nr | £0.00 |
| 95 | Stainless steel kick plate; Ironmongery Direct 430; 700 x 150 high | 6 | nr | £0.00 |
| 100 | Ditto; but 900 wide | 2 | nr | £0.00 |
| 105 | Ditto; but 1100 wide | 2 | nr | £0.00 |

9.5 WINDOWS & FRAMES

9.6 WINDOW IRONMONGERY

9.7 SHOPFRONT

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Storage Unit J2 - Drawing 23059(72)-000-1-02

30	Double low cupboard unit from Spacestor Palisades Grid; PGZ-CBD(L); 808 x 720 high	3	nr	By Client
35	Pigeon hole storage unit from Spacestor.com; 805 x 1201 high; 6 pigeon hole unit	2	nr	By Client
40	Pigeon hole storage unit from Spacestor.com; 805 x 1201 high; 2 pigeon hole unit with whiteboard (WHB)	1	nr	By Client
45	Extra for acoustic front panel (ACOF)	2	nr	£0.00
50	Extra for plywood alcove (ALC)	3	nr	£0.00
55	Extra for planter box (PBG)	1	nr	£0.00
60	Extra for moss front panel (MOSF)	2	nr	£0.00
65	Extra for glass shelf (PGS)	1	nr	£0.00
70	Extra for pot plant (PPT)	2	nr	£0.00
75	Extra for light (LGT)	2	nr	£0.00
80	Extra for locker (LCF)	1	nr	£0.00

Storage Unit J3 - Drawing 23059(72)-000-1-03

85 Double low cupboard unit from Spacestor Palisades Grid; PGZ-CBD(L); 808 x 720 high 3 nr By Client
90 Single low cupboard unit from Spacestor Palisades Grid; PGZ-CBS(L); 404 x 720 high 3 nr By Client
95 Pigeon hole storage unit from Spacestor.com; 805 x 1201 high; 6 pigeon hole unit 3 nr By Client
100 Pigeon hole storage unit from Spacestor.com; 403 x 1201 high; 3 pigeon hole unit 3 nr By Client
105 Extra for acoustic back panel (ACOF) 3 nr £0.00
110 Extra for plywood alcove (ALC) 3 nr £0.00
115 Extra for planter box (PBG) 3 nr £0.00
120 Extra for moss front panel (MOSF) 3 nr £0.00
125 Extra for glass shelf (PGS) 3 nr £0.00
130 Extra for pot plant (PPT) 3 nr £0.00
135 Extra for light (LGT) 6 nr £0.00
140 Extra for locker (LCF) 3 nr £0.00

Other Items - Provisional - No drawings, shown on GA

145 Allow a provisional sum for waste station (1nr) 1 P. Sum £4,725.00 £4,725.00
150 Allow a provisional sum for Kitchenette 1 P. Sum £8,100.00 £8,100.00
155 Hot Lockers; Spacestor.com; 1800 wide x 1445 high x 500 deep 2 nr By Client

10.3 METALWORK

TO SUMMARY £17,941.00

Item	Description	Qty	Unit	Rate	Total
13.1 GENERAL INFORMATION
5	The following items are prepare and apply unless otherwise stated; refer Drawings 20359(20)-000-1-03 & 1-07	1	item		£0.00
10	Allow for decorating all radiators, exposed pipework, grilles, vent covers, etc the same colour as the background wall or ceiling	1	item	£810.00	£810.00
15	WF02 Graphic vinyl by signage contractor	1	item		£0.00
13.2 DECORATIONS
	PAINT
	Walls
20	WF-01 - One coat undercoat; two coats Vinyl Matt emulsion paint to walls	89	m²	£14.85	£1,321.65
25	WF-04 - One coat undercoat; two coats Vinyl Matt emulsion paint to walls	318	m²	£14.85	£4,722.30
	Woodwork
30	One coat undercoat, two coats top coat to new door frames & architraves	23	m	£20.25	£465.75
35	Ditto; but to new door leaves	19	m²	£29.70	£564.30
40	Ditto; but to new skirtings; 100 high	35	m	£10.73	£375.64
45	Two coats top coat to existing skirtings	125	m	£10.73	£1,341.56
50	Allow a provisional sum for additional decorations	1	P. Sum	£4,050.00	£4,050.00
55	Prelims	1	P. Sum	£2,362.50	£2,362.50
	TO SUMMARY				£16,013.70

Item	Description	Total
1.0	PRELIMINARIES	£18,924.95
2.0	ELECTRICAL	£66,150.56
3.0	MECHANICAL	£25,600.00
4.0	PLUMBING	£15,724.80
5.0	STRUCTURAL	£41,835.00
6.0	WALLS & PARTITIONS	£70,265.66
7.0	FLOORS & FLOOR FINISHES	£35,358.26
8.0	CEILINGS & CEILING FINISHES	£21,747.83
9.0	DOORS & WINDOWS	£0.00
10.0	JOINERY & METALWORK	£17,941.00
11.0	FIXTURES, FITTINGS & EQUIPMENT	£0.00
12.0	FURNITURE	£0.00
13.0	DECORATION	£16,013.70
14.0	LEGAL REQUIREMENTS	£0.00

Agreed Contract Value (exc. VAT) £329,561.75

Gill Merrick Stand

£84,174.89

60	Ditto; but 4300 long; recessed into ceiling tiles not recessed but suspended in open ceiling	1	nr	£0.00
65	L01 - LED tape; fixing into joinery; 4517 long (Bar 1 front)	1	nr	£0.00
	Ditto; but 4517 long (Bar 1 front)		nr	£0.00
70	Ditto; but 1800 long (Bar 1 back bar fitting)	3	nr	£0.00
75	Ditto; but 600 long (Bar 1 back bar fitting)	4	nr	£0.00
80	Ditto; but 4412 long (Bar 2 front)	1	nr	£0.00
85	Ditto; but 1700 long (Bar 2 back bar fitting)	3	nr	£0.00
90	Ditto; but 600 long (Bar 2 back bar fitting)	4	nr	£0.00
	Ditto; but 2000 long (joinery item)		nr	£0.00
95	Ditto; but lampshoponline.com Bright Source 40w LED; 600 x 600 panel with black frame (WC's)	1	nr	£1,280.00
100	Allow a provisional sum for 600 x 600 lighting module panels to Kitchens 1 & 2	1	P. Sum	£2,048.00
105	Allow for stripping out existing redundant light fittings	1	item	£2,560.00
110	Supplies to Mechanical	1	item	£19,200.00
115	Lightening Protection	1	item	£7,680.00
120	Earthing & Bonding	1	item	£5,760.00
125	Emergency Lighting	1	item	£6,400.00
130	Cellar & Kitchen works inc board upgrades to take 3 phase	1	item	£24,409.60
135	Testing & Certification	1	item	£928.00
140	Cellar & Kitchen works inc board upgrades to take 3 phase	1	item	£24,409.60

2.3 FIRE ALARM SYSTEM
145 Allow for alterations to existing 1 item By Client
2.4 CCTV / ALARM SECURITY SYSTEMS
150 Allow for alterations to existing 1 item By Client
2.5 TELEPHONY / DATA / IT
155 Allow for alterations to existing 1 item By Client
2.6 AUDIO / VISUAL
160 Allow for alterations to existing 1 item By Client

TO SUMMARY £177,190.87

3.0 Mechanical

TO SUMMARY £316,982.60

4.3 SANITARYWARE

30	All whb's, taps etc behind the bar are included in the catering package	1	Item	£0.00
35	WC; Ideal Standard ref. Blend Curve T3925 back to wall bowl; T3760 slow close seat and cover	5	nr	Inc
40	Concealed cistern; Ideal Standard ref. ProSys 120 R0318 pneumatic front actuation; with mechanical dual flush plate ref. R0121 Oleas M2; on mounting frame as required	5	nr	Inc
45	Wash hand basin; Milano Elswick Modern Rectangular basin; 450 x 250 ref. A6327 (AA); waste & contemporary bottle trap	7	nr	Inc
50	Tap; Ideal Standard ref. Tonic II E0079(AA) single lever mixer	7	nr	Inc
55	Hand dryer; Dyson Air Blade V White; wall mounted	7	nr	£596.95 £4,178.63
60	DocM pack; Contour 21+ close coupled ref. S0683(AC)	1	nr	Inc
65	Urinals; idealstandard.co.uk; Contour 21 S611901	4	nr	Inc
70	Urinals shield; victorianplumbing.co.uk; Arezzo Fluted Glass Matt Black Framed	3	nr	£310.93 £932.80
75	Lucca Toilet Roll	6	nr	£43.95 £263.70
80	Black Trim Mirror	8	nr	£162.85 £1,302.79
TO SUMMARY				£65,169.44

65 Construct raised floor area; 300 AFFL; cross bonded plywood on softwood framing; 10900 long x 1400 wide 15 m² £84.75 £1,271.25
70 Extra over for forming 1 step and 2 risers; 8250 long 1 item £272.00 £272.00
75 Ditto; but 42750 long 60 m² £84.75 £5,085.00
80 Extra over for forming 1 step and 2 risers; 40000 long 1 item £680.00 £680.00
85 Additional Steel to Cellar 1 item £3,641.60 £3,641.60
90 Decorations for above 1 item £2,700.00 £2,700.00
95 Roof Works 1 item £1,828.50 £1,828.50

Carry out builders work for the following

100 Electrical Installations 1 P. Sum £3,375.00 £3,375.00
105 Mechanical Installations 1 P. Sum £3,375.00 £3,375.00
110 Other specialists 1 P. Sum £4,725.00 £4,725.00
115 Firestopping 1 P. Sum £4,725.00 £4,725.00
120 Access Hatches 13 Nr £132.00 £1,716.00
5.3 BELOW GROUND DRAINAGE ALTERATIONS
125 Allow a provisional sum for below slab drainage works including core drilling for new bar drainage 1 P. Sum £0.00

TO SUMMARY £193,266.22

Dry Lining

40	1 layer of 12.5 thick plasterboard and 1 layer plywood on timber battens to existing walls (Provisional quantity)	12	m²	£0.00
45	Partition Type D - Gyplyner Independent; boxing in to steelwork; comprising 2 layers of 12.5 thick Wallboard to one side of 70 wide MF studs	18	m²	£0.00
50	Full height plywood patressing for fixtures and fittings (Provisional)	30	m²	£0.00
55	Boxing out for IPS panels 850 wide x 2300 high approximately	4	nr	£0.00
60	Ditto; but 750 wide	1	nr	£0.00
65	Ditto; but 650 wide	4	nr	£0.00
70	Overboarding existing tiles in DDA WC (Assumed fully tiled - Provisional quantity)	14	m²	£0.00

75	Ceramic tiles; to bar front; Smoke Blue Metro tiles; gloss finish; 100 x 300; laid in vertical stack; grout to be confirmed (Bars 1 & 2 - inc. gable ends)	10	m²	£136.55	£1,365.53
80	Ceramic tiles; to dado height in WC's; tilemountain.co.uk; Linear Grey Gloss; 100 x 300; SKU:435525 black grout (Provisional quantity)	50	m²	£133.18	£6,658.88
85	Extra for matt black tile trim	51	m	£8.10	£413.10
90	Plaster skim to new plasterboard partitions	164	m²	£24.30	£3,985.20
95	Ditto; but to existing walls /drylining (Provisional quantity)	402	m²	£24.30	£9,768.60
100	Skirting; 100 high MDF right angled profile; prepare for decoration	166	m	£12.20	£2,024.37

105 Whiterock hygienic wall cladding; including thermoformed corners, joint strips, etc.; As Dawnvale spec. (Kitchen 1 - Assumed C/H 2500 high)
56 m² £64.80 £3,628.80

110 Ditto; but to Kitchen 2
40 m² £64.80 £2,592.00

115 Ditto; but to Store
34 m² £64.80 £2,203.20

120 Skirting; 100 high x 15 thick compact laminate Egger Solid Soft Black U8991 ST9 (WC's)
59 m £29.75 £1,755.25

TO SUMMARY
£116,027.58

65	Vinyl safety flooring; Polysafe Apex Chromite (Kitchen 1)	27	m²	£89.37	£2,412.99
70	Extra for coved skirting	23	m	£18.23	£419.18
75	Ditto; but to Kitchen 2	17	m²	£89.37	£1,519.29
80	Extra for coved skirting; 100 high on former	16	m	£18.23	£291.60
85	Schluter Schiene transition strip; Black finish	10	m	£33.35	£333.45
90	Ditto; but to bar access points (Provisional)	2	m	£33.35	£66.69
95	Vinyl; LVT Tarkett Concrete Inspiration High Traffic 70 - Med Grey	25	m²	£84.65	£2,116.13
100	Vinyl; LVT Tarkett Concrete Inspiration High Traffic 70 - Light Grey	7	m²	£84.65	£592.52
105	Stair Nosings as spec Cat anodised Black	95	m	£53.26	£5,059.46

TO SUMMARY £56,276.36

35 New flush laminate veneered single door (Type 8); finished with Egger H3154 ST36 Dark Brown Charleston Oak laminate to both sides; to suit existing opening 900 wide approximately (D0-004, 005, 007, 008, 016, 017, 018, 020 & 021 - Provisional quantity)

		9	nr	£845.40	£7,608.57
40	Ditto; but to suit opening 1000 wide (D9-023)	1	nr	£941.65	£941.65
45	New flush laminate veneered single door (Type 15); with fire rated vision panel 166 x 1336 (1nr); 30 minute fire resistance; finished with Egger H3154 ST36 Dark Brown Charleston Oak laminate to both sides; to suit existing opening 990 wide approximately (D9-001, 024, 029 & 030)	4	nr	£1,142.80	£4,571.21
50	New flush laminate veneered single door (Type 16); 30 minute fire resistance finished with Egger H3154 ST36 Dark Brown Charleston Oak laminate to both sides; to suit new opening 980 wide approximately (D9-011 & 014)	2	nr	£890.24	£1,780.49
55	Ditto; but non fire rated (D9-022)	1	nr	£845.40	£845.40
9.3	DOOR FRAMES
60	Paint grade door frames	52	m	£0.00	Included
65	Paint grade door frames; 30 minutes fire resistance	32	m	£0.00	Included
70	Paint grade door frames; 60 minutes fire resistance	36	m	£0.00	Included
75	Paint grade softwood architraves	240	m	£0.00	Included

DAWNVLALE GROUP
9.4	DOOR IRONMONGERY	1	Nr	£5,400.00 £5,400.00
85	Hinges; black powder coated stainless steel; 3 per leaf (Provisional quantity)	69	nr	£0.00
90	Door closer; Frelan Ryobi D-1554BC; push/pull mounting; black; power size 4	23	nr	£0.00
95	Pair of Frelan Nero Mitred Knurled black lever handles	12	nr	£0.00
100	Pull handle; Frelan Nero Guardsman fire door pull handles black; 400 long	11	nr	£0.00
105	Push plate; black; 400 long	11	nr	£0.00
110	150 high stainless steel kick plate; assumed both sides; 800 wide	16	nr	£0.00
115	Ditto; but 900 wide	12	nr	£0.00
120	Pair of Nero escutcheon; black	6	nr	£0.00
125	Mortice lock	6	nr	£0.00
130	Door stop; floor mounted (Provisional)	23	nr	£0.00
135	DDA Roller lock and handle set	1	nr	£0.00
140	WC Sign satin black steel finish (Provisional)	5	nr	£0.00
145	Satin stainless steel fire door sign (Provisional quantity)	28	nr	£0.00
9.5	WINDOWS & FRAMES
150	Allow a provisional sum for amending existing window pane to include glazed aluminium framed access door to seating (D9-025)	1	P. Sum	£5,096.25 £5,096.25
155	Glazing Enabling Works - Re-Install 2nr Double Glazed Units	1	nr	£978.75 £978.75
9.6	WINDOW IRONMONGERY
9.7	SHOPFRONT

TO SUMMARY £52,306.44

Service Shelf Storage - Drawing (72)405

50 3765 long x 450 deep x 930 high overall; comprising Egger H3403 ST12 laminate worktop; on matching laminate veneered FR plywood carcass; cupboard doors (6nr); adjustable shelving; 100 high plinth; Brass door handles (6nr)
55 3165 long x 178 deep x 930 high overall; comprising Egger H3403 ST12 laminate worktop; on matching laminate veneered FR plywood carcass; cupboard doors (5nr); adjustable shelving; 100 high plinth; Brass door handles (5nr)

Service Shelf Storage - Drawing (72)406

60 4544 long x 450 deep x 930 high overall; comprising Egger H3403 ST12 laminate worktop; on matching laminate veneered FR plywood carcass; cupboard doors (7nr); adjustable shelving; 100 high plinth; Brass door handles (7nr)
65 4390 long x 450 deep x 930 high overall; comprising Egger H3403 ST12 laminate worktop; on matching laminate veneered FR plywood carcass; cupboard doors (7nr); adjustable shelving; 100 high plinth; Brass door handles (7nr)

Service Shelf Storage - Drawing (72)407

70 3760 long x 450 deep x 930 high overall; comprising Egger H3403 ST12 laminate worktop; on matching laminate veneered FR plywood carcass; cupboard doors (6nr); adjustable shelving; 100 high plinth; Brass door handles (6nr)
75 3160 long x 178 deep x 930 high overall; comprising Egger H3403 ST12 laminate worktop; on matching laminate veneered FR plywood carcass; cupboard doors (5nr); adjustable shelving; 100 high plinth; Brass door handles (5nr)

1	nr	£2,425.75	£2,425.75
1	nr	£2,425.75	£2,425.75
1	nr	£2,716.50	£2,716.50
1	nr	£2,716.50	£2,716.50
1	nr	£2,425.75	£2,425.75

Bar 1 - Dawnvale Drawings 002 & 006

80	New L-Shaped front bar fitting, 4517 long x 1150 high x 550 max width - varies; 90 degree corner (1nr); comprising black laminated plywood on stainless steel carcass with access panels and sub top; allow for gable end (1nr); recess for lighting; prepare to receive finishes (measured elsewhere)	1	Item	£541.00	£541.00
85	Extra for L-Shaped Dark Black Infinity Stone countertop; 30 thick x 4517 long x 550 wide (maximum - varies); 90 degree rounded corner (1nr); with 90 high downstand to front edge and 60 high to rear	1	Item	£2,970.00	£2,970.00
90	Lower fitting and sub-top included in Catering package	1	item	£0.00	Elsewhere
95	Straight Dark Black Infinity Stone countertop; 30 thick x 3367 long x 650 wide; with 60 high downstand to front edge	1	Item	£2,692.43	£2,692.43
100	Upper fitting; 3200 wide x 400 deep x 1250 high; comprising 18 thick Dark Oak laminated FR plywood goalpost frame with rounded corners; with matching central dividers (2nr) and shelves (4nr); allow for recess for lighting	1	item	£3,322.50	£3,322.50
105	Extra for Bronze Antique mirror back panel; 3200 x 1250 high; radiused corners (2nr)	1	Item	£1,224.45	£1,224.45
110	Extra for 50 x 20 Brushed Brass trim to front edge (13 lin.m); radiused corners (2nr)	1	Item	£877.50	£877.50

Bar 2 - Dawnvale Drawings 003 & 007

115	New L-Shaped front bar fitting, 4412 long x 1150 high x 550 max width - varies; 90 degree corner (1nr); comprising black laminated plywood on stainless steel carcass with access panels and sub top; allow for gable end (1nr); recess for lighting; prepare to receive finishes (measured elsewhere)	1	Item	£541.00	£541.00
120	Extra for L-Shaped Dark Black Infinity Stone countertop; 30 thick x 4412 long x 550 wide (maximum - varies); 90 degree rounded corner (1nr); with 90 high downstand to front edge and 60 high to rear	1	Item	£2,970.00	£2,970.00
125	Lower fitting and sub-top included in Catering package	1	item	£0.00	Elsewhere
130	Straight Dark Black Infinity Stone countertop; 30 thick x 3252 long x 650 wide; with 60 high downstand to front edge	1	Item	£2,641.57	£2,641.57
135	Upper fitting; 3110 wide x 400 deep x 1250 high; comprising 18 thick Dark Oak laminated FR plywood goalpost frame with rounded corners; with matching central dividers (2nr) and shelves (4nr); allow for recess for lighting	1	item	£3,322.50	£3,322.50
140	Extra for Bronze Antique mirror back panel; 3110 x 1250 high; radiused corners (2nr)	1	Item	£1,224.45	£1,224.45
145	Extra for 50 x 20 Brushed Brass trim to front edge (13 lin.m); radiused corners (2nr)	1	Item	£877.50	£877.50

Other Items

150	Counter top WC's; 1175 wide x 260 deep x 130 high; comprising 15 thick compact laminate shelf (Egger W1101 ST9 Solid Alpine White); on 15 x 15 SHS metal framing; fixing to wall; cutting out for services; as Drawing (20)200-065-001	3	nr	£489.42	£1,468.25
155	Ditto; but 865 long	1	nr	£479.97	£479.97
160	IPS panels; with removeable section; 650 wide x 2300 high; laminate Egger F186 ST9 Light Grey Chicago Concrete; as Drawing Run of 3nr (20)200-065-001 (Male Urinals & WC LH Side)	1	nr	£3,502.58	£3,502.58
165	IPS panels; with removeable section; 850 wide x 2150 high; laminate Egger U8991 ST9 Solid Soft Black; as Drawing (20)200-065-001 Run of 3nr (Male Urinals & WC RH Side)	1	nr	£3,502.58	£3,502.58
170	Ditto; but 750 wide 2nr Run (Female WC LH Side)	1	nr	£2,335.05	£2,335.05
175	Ditto; but 750 wide	1	nr	£1,167.45	£1,167.45
180	Cubicle panels; 15 thick compact Egger laminate (U8991 ST9 externally & F186 ST9 internally); range of 2; 1700 x 2150; doors (2nr); black ironmongery (Female WC LH)	1	nr	£2,938.95	£2,938.95
185	Ditto; but range of 1; 1250 x 2150 (Male WC LH)	1	nr	£1,374.68	£1,374.68
190	Ditto; but range of 1; 1500 x 2150 (Male WC RH)	1	nr	£1,374.68	£1,374.68
195	Ditto between walls (2nr pilasters & 1nr door) (Female WC RH)	1	nr	£1,016.15	£1,016.15

10.3 METALWORK

200	30 diameter Brass foot rail; 4300 long; on 10 diameter x 120 high floor brackets; radiused corner (1nr); as Dawnvale Drawings 006 & 007	2	nr	£1,891.50	£3,783.00
205	Over Bar Gantry - 3017 long x 300 deep x 600 high overall; comprising 30 x 30 brushed brass SHS framing with 10 diameter rails (2nr) to front and sides; suspended from soffit; as Dawnvale Drawing 006	1	nr	£0.00	Elsewhere
210	Extra for matching stemware rails; 300 long	26	pr	£0.00	Elsewhere
215	Ditto; but 2910 long; as Dawnvale Drawing 007	1	nr	£0.00	Elsewhere
220	Extra for matching stemware rails; 300 long	26	pr	£0.00	Elsewhere
225	10mm toughened glass shelving to glass rack	4	Nr	£62.80	£251.20
230	Mesh Dividers between steelwork	7	Nr	£1,692.71	£11,848.98

TO SUMMARY £88,356.40

TO SUMMARY £181,196.30

TO SUMMARY £89,767.90

Item	Description	Qty	Unit	Rate	Total
13.1 GENERAL INFORMATION
5	The following items are prepare and apply unless otherwise stated; refer Drawings (20)200-65-001, (32)401, (35)200, (42)200	1	item		£0.00
10	Allow for decorating all radiators, exposed pipework, grilles, vent covers, etc the same colour as the background wall or ceiling	1	item	£810.00	£810.00
13.2 DECORATIONS
	PAINT
	Walls
15	One coat undercoat; two coats Vinyl Matt emulsion paint to new plaster	194	m²	£14.85	£2,880.90
20	Ditto; but to existing walls; assumed up to 2600 AFFL	341	m²	£14.85	£5,063.85
25	Ditto; but to existing walls; above dado tiling WC's	61	m²	£14.85	£905.85
30	Spray out existing walls above 2600 AFFL	109	m²	£24.30	£2,648.70
	Ceilings
35	One coat undercoat; two coats Vinyl Matt emulsion paint to new ceilings	73	m²	£24.30	£1,773.90
40	Ditto; but to upstands; 1100 high	75	m²	£24.30	£1,822.50
45	Spray out existing ceiling, including sides of beams, services, etc. (measured on plan)	242	m²	£24.30	£5,880.60
50	Ditto; but to existing WC tile and grid ceiling	110	m²	£14.85	£1,633.50

DAWNVALE GROUP

55	One coat undercoat, two coats top coat to new door frames & architraves	93	m	£20.18	£1,876.97
60	Ditto; but to new skirtings; 100 high	166	m	£10.73	£1,781.60
65	Allow a provisional sum for additional decorations	1	P. Sum	£1,350.00	£1,350.00

Metalwork

70	Allow a provisional sum for painting to existing steel cross braces;	1	item	£0.00	Inc
75	Prelims associated with decoration	1	item	£2,691.90	£2,691.90
80	Prelims associated with decoration	1	item	£2,916.00	£2,916.00

TO SUMMARY £34,036.27

Item	Description	Total
1.0	PRELIMINARIES	£84,174.89
2.0	ELECTRICAL	£177,190.87
3.0	MECHANICAL	£316,982.60
4.0	PLUMBING	£65,169.44
5.0	STRUCTURAL	£193,266.22
6.0	WALLS & PARTITIONS	£116,027.58
7.0	FLOORS & FLOOR FINISHES	£56,276.36
8.0	CEILINGS & CEILING FINISHES	£7,520.51
9.0	DOORS & WINDOWS	£52,306.44
10.0	JOINERY & METALWORK	£88,356.40
11.0	FIXTURES, FITTINGS & EQUIPMENT	£181,196.30
12.0	FURNITURE	£89,767.90
13.0	DECORATION	£34,036.27
14.0	LEGAL REQUIREMENTS	£0.00
	Contingency Sum
	Agreed Contract Value (exc. VAT)	£1,462,271.77
15.0	ALTERNATIVE OPTIONS	£0.00

Item

Exclusions

a) The following has not been allowed for within this schedule
b) Legal i.e. Planning and Licensing Applications
c) Data & Tills
d) Asbestos R&D Type
e) Intruder Alarms
f) Prep Kitchen / Kitchen Equipment
g) Servery Area to Front & Rear
h) Sprinkler Systems
i) Mechanical & Ventilation works by others
j) CCTV
k) AV / Audio

Munro Greenhalgh Ltd
28 Bridge Street
Ramshotham,
Herts
Lancashire
BL0 9AG
Tel: (01706) 824 023

To Whom It May Concern

Ref: OF/DAWNVALE
Date: 17 October 2023

Dear Sirs,

RE: Dawnvale Cafe Components Ltd, Units 1-3 Albert Street, Hollinwood, Oldham, Lancs, OL8 3QP.

We act as Insurance Consultants for the above named client and confirm Hired in Plant Insurance is arranged in connection with their business activities. Brief details of the cover are as follows: -

Insurance Company:	Aviva
Policy Number:	100578800CSI
Next Renewal Date:	28th October 2024
Limits of Indemnity:	Hired in Plant Limit: £250,000
Excess:	Excluding the first £ 500 but increasing to £1,500 in respect of theft and malicious damage.

This letter provides brief details only and the policy remains subject to its Terms, Conditions, Endorsements, Exclusions, Limitations and Warranties.

This letter is provided for you as a matter of information only. The issuing of this document does not make the person or organisation to whom it has been issued an additional insured, nor does it modify in any manner the Contracts of Insurance between the Insured and Insurers. We do not accept any responsibility for any inadvertent or negligent act, error or omission on our part in preparing these details or for any loss, damage or expense incurred by any recipient arising from reliance on the information given. We remain solely the agent of our client and owe no legal duty or otherwise to any third party.

Should the above mentioned Contract of Insurance be cancelled, assigned or changed during the above policy period in such a manner to affect this document, no obligation to inform the holder of this document is required by Munro-Greenhalgh Ltd.

Should you have any further queries regarding our client's insurance cover please do not hesitate to contact the office.

Yours faithfully,

David Smith
For and on behalf of Munro-Greenhalgh Ltd
Email: david.smith@munro-greenhalgh.co.uk

www.munro-greenhalgh.co.uk
Registered in Cardiff Reg. No. 1334008
Authorised & Regulated by the Financial Conduct Authority
We make it our business to understand your business
BIBA Member
A Member of WTW Networks

Munro Greenhalgh Ltd
28 Bridge Street
Ramsholman,
Hwy
Lancashire
BL0 9AG
Tel: (01706) 824 023

To Whom It May Concern

Ref: OF/DAWNVALE
Date: 29 June 2023

Dear Sirs,

RE: Dawnvale Cafe Components Ltd, Units 1-3 Albert Street, Hollinwood, Oldham, Lancs, OL8 3QP.

We act as Insurance Consultants for the above named client and confirm Professional Indemnity Insurance is arranged in connection with their business activities. Brief details of the cover are as follows: -

Insurance Company:	HCC International Limited
Policy Number:	PI20G852816
Next Renewal Date:	02 July 2024
Limit of Indemnity:	£10 Million
Excess:	Excluding the first £2,500 each and every claim.

This letter provides brief details only and the policy remains subject to its Terms, Conditions, Endorsements, Exclusions, Limitations and Warranties.

This letter is provided for you as a matter of information only. The issuing of this document does not make the person or organisation to whom it has been issued an additional insured, nor does it modify in any manner the Contracts of Insurance between the Insured and Insurers. We do not accept any responsibility for any inadvertent or negligent act, error or omission on our part in preparing these details or for any loss, damage or expense incurred by any recipient arising from reliance on the information given. We remain solely the agent of our client and owe no legal duty or otherwise to any third party.

Should the above mentioned Contract of Insurance be cancelled, assigned or changed during the above policy period in such a manner to affect this document, no obligation to inform the holder of this document is required by Munro-Greenhalgh Ltd.

Should you have any further queries regarding our client's insurance cover please do not hesitate to contact the office.

David Smith
For and on behalf of Munro-Greenhalgh Ltd
Email: david.smith@munro-greenhalgh.co.uk

www.munro-greenhalgh.co.uk
Registered in Cardiff Reg. No. 1334008
Authorised & Regulated by the Financial Conduct Authority
We make it our business to understand your business
BIBA Member
Member of
Willis Towers Watson
Network

Munro Greenhalgh Ltd
28 Bridge Street
Ramshotham,
Derry
Lancashire
BL0 9AG
LE: (01706) 824 023

Ref: OF/DAWNVALE
Date: 18 October 2023

We act as Insurance Consultants for the above named client and confirm Liability Insurance is arranged in connection with their business activities. Brief details of the cover are as follows: -

Insurance Company: AXA Insurance and CNA Europe
Next Renewal Date: 28 October 2024
Limits of Indemnity:
Public/Products Liability: £ 10 Million in total (£5 Million Aviva & £5 Million CNA in excess of this)
Employers Liability: £ 10 Million

Indemnity to Principal: Included

DATE: 11 April 2025

ZO FUTURE GROUP

AND

EVER DEPOT LIMITED

SUBSCRIPTION AGREEMENT

relating to

Clause	Headings	Page
1.	Definitions and Interpretation	1
2.	Subscription	5
3.	Consideration	6
4.	Conditions	6
5.	Completion	7
6.	Restrictions on Announcements	9
7.	General	9
8.	Notices	10
9.	Governing Law and Submission to Jurisdiction	11

Execution

THIS AGREEMENT is made on the 11th day of April 2025

AMONGST:

1. ZO FUTURE GROUP, a company incorporated in the Cayman Islands with limited liability (Company number: 118368), whose registered office is at 4th Floor, Harbour Place, 103 South Church Street, George Town, P. O. Box 10240, Grand Cayman KY1-1002, Cayman Islands and whose principal place of business in Hong Kong is at 31/F., Vertical Sq, No. 28 Heung Yip Road, Wong Chuk Hang, Hong Kong (the "Company"); and
2. EVER DEPOT LIMITED, a company incorporated under the laws of the British Virgin Islands with limited liability (Company number: 1946783), whose registered office is at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands ("Subscriber").

WHEREAS:

(A) The Company is a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange. As at the date of this Agreement, the Company has an authorised share capital of HK$500,000,000 divided into 2,000,000,000 shares of HK$0.25 each ("Shares"), of which 815,257,419 Shares have been issued and are fully paid or credited as fully paid.
(B) The Company has agreed to allot and issue to the Subscriber, and the Subscriber has agreed to subscribe for the Subscription Shares (as defined below), upon the terms and subject to the conditions set out in this Agreement.

TERMS AGREED

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, the following words and expressions shall have the following meanings, unless the context otherwise requires:

"acting in concert" has the meaning given to it under the Takeovers Code;

"Announcement and Circular" means any announcement, circular and/or other documents to be issued, published or released by the Company in relation to this Agreement and the transaction contemplated hereunder as required and pursuant to the Listing Rules or any applicable laws, rules and regulations;

"Board" means the board of directors of the Company for the time being;

2

"Business Day(s)"
means a day (other than Saturday, Sunday, public holiday or any day on which a tropical cyclone warning signal no. 8 or above or a “black” rainstorm warning signal is hoisted or remains in effect between 9:00 a.m. and 5:00 p.m. or extreme weather condition is announced) on which licensed banks in Hong Kong are generally open for banking business throughout normal business hours;

"company"
means any company or body corporate wherever incorporated;

"Companies Ordinance"
means the Companies Ordinance (Chapter 622 of the Laws of Hong Kong);

"Completion"
means the completion of the allotment and issue of the Subscription Shares by the Company to the Subscriber in accordance to the terms and conditions of this Agreement;

"Conditions"
means the conditions precedent specified in Clause 4.1;

"Directors"
means the directors of the Company from time to time;

"Encumbrance"
means any mortgage, charge, pledge, lien, (otherwise than arising by statute or operation of law), equities, hypothecation or other encumbrance, priority or security interest, whatsoever over or in any property, assets or rights of whatsoever nature and includes any agreement for any of the same;

"First Tranche Completion"
means the completion of the allotment and issue of the First Tranche Subscription Shares by the Company to the Subscriber in accordance to the terms and conditions of this Agreement;

"First Tranche Completion Date"
means the fifth Business Day after all Conditions have been fulfilled (or such later date as the Company and the Subscriber may agree in writing);

"First Tranche Consideration"
means an amount equal to the number of the First Tranche Subscription Shares multiplied by the Subscription Price;

"First Tranche Subscription Shares"
means 32,258,065 Shares to be subscribed for in cash by the Subscriber and issued by the Company pursuant to and in accordance with the terms hereof;

3

“Group” means the Company and its Subsidiaries from time to time, and the expressions “Group” or “Company” and “member of the Group” shall be construed accordingly;

“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China;

“Listing Committee” means the listing committee of the Stock Exchange;

“Listing Rules” means the Rules Governing the Listing of Securities on the Stock Exchange;

“Long Stop Date” means 31 July 2025 (or such later date as the Company and the Subscriber may agree in writing);

“Parties” means the parties to this Agreement and “Party” means any one of them;

“Second Tranche Completion” means the completion of the allotment and issue of the Second Tranche Subscription Shares by the Company to the Subscriber in accordance to the terms and conditions of this Agreement;

“Second Tranche Completion Date” means the tenth Business Day after the First Tranche Completion Date (or such later date as the Company and the Subscriber may agree in writing);

“Second Tranche Consideration” means an amount equal to the number of the Second Tranche Subscription Shares multiplied by the Subscription Price;

“Second Tranche Subscription Shares” means up to such number of new Shares which (a) together with the Shares held by the Subscriber and any person acting in concert with it, in aggregate represents 29.99% of the issued share capital of the Company as enlarged by the allotment and issued of the First Tranche Subscription Shares and the Second Tranche Subscription Shares pursuant to this Agreement as at the Second Tranche Completion; and (b) in any event shall not exceed 37,634,408 Shares, to be subscribed for in cash by the Subscriber and issued by the Company pursuant to and in accordance with the terms thereof;

“SFC” means the Securities and Futures Commission of Hong Kong;

"Shares" has the meaning ascribed to such term in Recital (A);
"Stock Exchange" means The Stock Exchange of Hong Kong Limited;
"Subscription" means the subscription by the Subscriber for the Subscription Shares pursuant to and in accordance with the terms hereof;
"Subscription Price" means HK$1.86 per Subscription Share;
"Subscription Shares" means, collectively, the First Tranche Subscription Shares and the Second Tranche Subscription Shares;
"Subsidiaries" has the meaning as attributing to it in section 2 of the Companies Ordinance;
"Takeovers Code" means the Hong Kong Code on Takeovers and Mergers administered by the SFC; and
"HK$" means Hong Kong dollars, the lawful currency of Hong Kong.

1.2 References in this Agreement to Clauses and Schedules are to clauses in, and schedules to, this Agreement (unless the context otherwise requires). The Recitals of this Agreement shall be deemed to form part of this Agreement.

1.3 Headings are inserted for convenience only and shall not affect the construction of this Agreement.

1.4 The expressions the "Company", and the "Subscriber" shall, where the context permits, include their respective personal representatives, assigns and successors.

1.5 Any references, express or implied, to statutes or statutory provisions shall be construed as references to those statutes or provisions as respectively amended or re-enacted or as their application is modified from time to time by other provisions (whether before or after the date thereof) and shall include any statutes or provisions of which they are re-enactments (whether with or without modification) and any orders, regulations, instruments or other subordinate legislation under the relevant statute or statutory provision. References to sections of consolidating legislation shall, wherever necessary or appropriate in the context, be construed as including references to the sections of the previous legislation from which the consolidating legislation has been prepared.

1.6 References to "persons" shall include bodies corporate, unincorporated associations and partnerships (whether or not having separate legal personality).

1.7 References to writing shall include any methods of producing or reproducing words in a legible and non-transitory form.

1.8 In construing this Agreement:

(a) the rule known as the ejusdem generis rule shall not apply and, accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things; and

(b) general words shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words.

2. SUBSCRIPTION

2.1 Subject to the satisfaction of the Conditions and this Clause 2, on the First Tranche Completion,

(a) the Company agrees to allot and issue to the Subscriber (or its nominee(s)) the First Tranche Subscription Shares at the Subscription Price; and

(b) the Subscriber agrees to (or procure its nominee(s) to) subscribe for the First Tranche Subscription Shares at the Subscription Price.

2.2 Subject to the satisfaction of the Conditions, this Clause 2 and the First Tranche Completion having taken place in accordance with the terms of this Agreement, on the Second Tranche Completion,

(a) the Company agrees to allot and issue to the Subscriber (or its nominee(s)) the Second Tranche Subscription Shares at the Subscription Price; and

(b) the Subscriber agrees to (or procure its nominee(s) to) subscribe for the Second Tranche Subscription Shares at the Subscription Price.

2.3 The Subscriber shall not be required to subscribe for, and the Company shall not be required to issue, new Shares if and only to the extent that the subscription and issue of such new Shares will result in:

(a) the Company’s failure to meet the minimum public float requirements under the Listing Rules; and/or

(b) the Subscriber or any person acting in concert with it being required to make a mandatory general offer under Rule 26 of the Takeovers Code for the Shares and other securities of the Company held by the other shareholders of the Company.

2.4 Fractions of Shares will not be issued. The number of Shares to be subscribed for and issued under this Agreement shall be rounded down to the nearest whole number of Shares.

2.5 The First Tranche Subscription Shares shall rank pari passu in all respects with the existing Shares in issue as at the First Tranche Completion Date and shall be allotted

and issued by the Company free from all Encumbrances or other third party rights together with all rights attaching thereto on and after the date of their allotment including all dividends declared or payable or distributions made or proposed to be made at any time by reference to a record date falling on or after the date of allotment of the First Tranche Subscription Shares.

2.6 The Second Tranche Subscription Shares shall rank pari passu in all respects with the existing Shares in issue as at the Second Tranche Completion Date and shall be allotted and issued by the Company free from all Encumbrances or other third party rights together with all rights attaching thereto on and after the date of their allotment including all dividends declared or payable or distributions made or proposed to be made at any time by reference to a record date falling on or after the date of allotment of the Second Tranche Subscription Shares.

3. CONSIDERATION

3.1 The First Tranche Consideration shall be payable by the Subscriber to the Company at the First Tranche Completion by bank transfer or cashier order in immediately available funds to the bank account(s) designated by the Company without any set-off, counterclaim and deduction whatsoever.

3.2 The Second Tranche Consideration shall be payable by the Subscriber to the Company at the Second Tranche Completion by bank transfer or cashier order in immediately available funds to the bank account(s) designated by the Company without any set-off, counterclaim and deduction whatsoever.

4. CONDITIONS

4.1 Completion of the Subscription under this Agreement shall be subject to and conditional upon:

(a) the passing by the shareholders (or, if required by the Listing Rules, the independent shareholders) of the Company of all necessary resolutions at the general meeting of the Company approving this Agreement and the transactions contemplated hereunder; and

(b) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Subscription Shares.

4.2 The Company undertakes to the Subscriber to use all reasonable endeavours to procure the fulfilment of the Conditions as soon as practicable and in any event on or before the Long Stop Date.

4.3 The Subscriber undertakes to the Company to provide necessary information as may be reasonably required by the Stock Exchange for inclusion in the Announcement and Circular or any document which the Company is required to prepare for compliance with the Listing Rules or any applicable laws, rules and regulations as a result of this Agreement and the transactions contemplated thereunder.

4.4 The Company shall give notice to the Subscriber as soon as reasonably practicable after any of the Conditions set out in Clause 4.1 has been satisfied.

4.5 In the event any of the Conditions is not fulfilled, on or before the Long Stop Date, the obligations of the Parties under this Agreement shall forthwith cease to be of any effect and none of the Parties shall be bound to carry out the remaining terms of this Agreement and no Party shall have any right to damages or reimbursement for any cost and expenses that it may have incurred in connection with or arising out of this Agreement or the failure to complete the Subscription, except for this Clause 4 and Clause 1 (Definitions and Interpretation), Clause 6 (Restrictions on Announcements), Clause 7 (General), Clause 8 (Notices) and Clause 9 (Governing Law and Submission to Jurisdiction) which shall continue to remain in force or any claims arising out of any antecedent breach of this Agreement or any accrued rights or remedies of any Party arising prior to such date.

5. COMPLETION

5.1 Subject to fulfilment of the Conditions, the First Tranche Completion shall take place on the First Tranche Completion Date at the office of the Company at 31/F., Vertical Sq, No. 28 Heung Yip Road, Wong Chuk Hang, Hong Kong, when all (but not some only) of the events described in Clauses 5.2 and 5.3 shall occur.

5.2 At the First Tranche Completion, the Company shall:

(a) deliver or cause to be delivered to the Subscriber or to the order of the Subscriber a certified copy of the board resolutions of the Company approving, amongst others,

(i) the execution and completion of this Agreement;
(ii) the allotment and issue of the First Tranche Subscription Shares in accordance with this Agreement and the entry of the Subscriber (or its nominees) in the register of members in respect of such Shares; and
(iii) any necessary actions to be undertaken by the Directors for the purpose of giving effect to the above board resolutions; and

(b) allot and issue the First Tranche Subscription Shares to the Subscriber (or its nominee(s)) and shall promptly cause to be registered the Subscriber (or its nominee(s)) onto the register of members of the Company, and deliver to the Subscriber (or its nominee(s)) definitive share certificates in respect of the First Tranche Subscription Shares in the name of the Subscriber (or its nominee(s)).

5.3 At the First Tranche Completion, the Subscriber shall:

(a) pay or cause to be paid to the Company the First Tranche Consideration as set out in Clause 3.1;

(b) deliver or cause to be delivered to the Company application letter in respect of the First Tranche Subscription Shares to the Company; and

(c) deliver or cause to be delivered to the Company a certified copy of the resolution of the board of directors of the Subscriber and/or its nominee, approving, amongst others, the application for the First Tranche Subscription Shares.

5.4 Neither the Subscriber nor the Company shall be obliged to complete this Agreement or perform any obligations hereunder unless, at the First Tranche Completion, the other Party comply fully with the requirements of Clause 5.2 or Clause 5.3 (as the case may be).

5.5 Subject to fulfilment of the Conditions and the First Tranche Completion having taken place in accordance with the terms of this Agreement, the Second Tranche Completion shall take place on the Second Tranche Completion Date at the office of the Company at 31/F., Vertical Sq, No. 28 Heung Yip Road, Wong Chuk Hang, Hong Kong, when all (but not some only) of the events described in Clauses 5.6 and 5.7 shall occur.

5.6 At the Second Tranche Completion, the Company shall:

(a) deliver or cause to be delivered to the Subscriber or to the order of the Subscriber a certified copy of the board resolutions of the Company approving, amongst others,

(i) the allotment and issue of the Second Tranche Subscription Shares in accordance with this Agreement and the entry of the Subscriber (or its nominees) in the register of members in respect of such Shares; and

(ii) any necessary actions to be undertaken by the Directors for the purpose of giving effect to the above board resolutions; and

(b) allot and issue the Second Tranche Subscription Shares to the Subscriber (or its nominee(s)) and shall promptly cause to be registered the Subscriber (or its nominee(s)) onto the register of members of the Company, and deliver to the Subscriber (or its nominee(s)) definitive share certificates in respect of the Second Tranche Subscription Shares in the name of the Subscriber (or its nominee(s)).

5.7 At the Second Tranche Completion, the Subscriber shall:

(a) pay or cause to be paid to the Company the Second Tranche Consideration as set out in Clause 3.2;

(b) deliver or cause to be delivered to the Company application letter in respect of the Second Tranche Subscription Shares to the Company; and

(c) deliver or cause to be delivered to the Company a certified copy of the resolution of the board of directors of the Subscriber and/or its nominee, approving, amongst others, the application for the Second Tranche Subscription Shares.

8

5.8 Neither the Subscriber nor the Company shall be obliged to complete this Agreement or perform any obligations hereunder unless, at the Second Tranche Completion, the other Party comply fully with the requirements of Clause 5.6 or Clause 5.7 (as the case may be).

6. RESTRICTIONS ON ANNOUNCEMENTS

6.1 None of the Parties shall, without the prior consent of the other Party, disclose the terms of, or any matters referred to in, this Agreement except to its professional advisers and senior management whose province it is to know such terms or matters and to those persons to whom it may be necessary to disclose such terms or matters for the purpose of or in connection with this Agreement and subject as required by law or by the Stock Exchange, the SFC or any other relevant authorities in Hong Kong or elsewhere or by virtue of the Listing Rules, the Takeovers Code or of any other regulatory requirements.

6.2 Subject to Clause 6.3, no Party shall prior to the First Tranche Completion, the Second Tranche Completion and thereafter, make any public announcement in relation to the transactions the terms of which are set out in this Agreement or the transactions or arrangements hereby contemplated or herein referred to or any matter ancillary hereto or thereto without the respective prior consent of the other Party (which consent shall not be unreasonably withheld or delayed).

6.3 This Clause shall not apply to the Announcement and Circular and any documents required to be made pursuant to the Listing Rules or the Takeovers Code.

7. GENERAL

7.1 This Agreement shall be binding upon and enure for the benefit of the personal representatives, assigns or successors of the Parties.

7.2 This Agreement (together with any documents referred to herein) constitutes the whole agreement between the Parties and supersedes any previous agreements or arrangements between them relating to the subject matter hereof. It is expressly declared that no variations hereof shall be effective unless made in writing signed by duly authorised representatives of the Parties.

7.3 All of the provisions of this Agreement shall remain in full force and effect notwithstanding Completion (except insofar as they set out obligations which have been fully performed by the Parties at Completion).

7.4 If any provision or part of a provision of this Agreement shall be, or be found by any authority or court of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of this Agreement, all of which shall remain in full force and effect.

7.5 Any right of rescission or termination of this Agreement conferred upon any Party hereby shall be in addition to and without prejudice to all other rights and remedies available to it (and, without prejudice to the generality of the foregoing, shall not

9

extinguish any right to damages to which the relevant Party may be entitled in respect of the breach of this Agreement) and no exercise or failure to exercise such a right of rescission shall constitute a waiver by that Party of any such other right or remedy.

7.6 Each Party may release or compromise any liability of any other Party hereunder or grant to any other Party any time or other indulgence without affecting any liability of any other Party hereunder.

7.7 No failure of any Party to exercise, and no delay or forbearance in exercising, any right or remedy in respect of any provision of this Agreement shall operate as a waiver of such right or remedy.

7.8 This Agreement may be executed in one or more counterparts, and by the Parties on separate counterparts, but shall not be effective until each Party has executed at least one counterpart and each such counterpart shall constitute an original of this Agreement but all the counterparts shall together constitute one and the same instrument.

7.9 Each Party shall be responsible for its own fees, costs and expenses in connection with the preparation and negotiation of the Subscription.

7.10 This Agreement may be executed in any number of copies or counterparts, each of which shall be an original and which shall together constitute one agreement, and shall be effective as of the date thereof.

7.11 Except as set out in this Agreement, no person other than the Parties has or is intended to have any right, power or remedy or derives or is intended to derive any benefit under this Agreement pursuant to the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong).

8. NOTICES

8.1 Any notice given or made under this Agreement shall be in writing and delivered or sent to the relevant Party (a) by hand delivery; (b) by prepaid registered letter sent through the post (airmail if to an overseas address); (c) by facsimile transmission; or (d) by email, to its address, number or email address set forth in Clause 8.3 (or such other address, facsimile number or email address as the addressee has by five days' prior written notice specified to the other Party).

8.2 Any notice served by hand shall be deemed to have been served on delivery; any notice served by prepaid registered letter shall be deemed to have been served 48 hours (72 hours in the case of a letter sent by airmail to an address in another country) after the time at which it was posted; and any notice served by facsimile transmission or email shall be deemed to have been served when set. In proving service it shall be sufficient (in the case of service by hand and prepaid registered letter) to prove that the notice was properly addressed and delivered or posted, as the case may be, and in the case of service by facsimile transmission or email to prove that the transmission or email was confirmed as sent.

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8.3 The address, facsimile number and email address of the Parties for service of notice are as follows:

To the Company:
Address: 31/F., Vertical Sq, No. 28 Heung Yip Road, Wong Chuk Hang, Hong Kong
Fax Number: +852 2548 2782
Email: robertyam@zogroup.com.hk
Attention: Mr. Robert Yam

To the Subscriber:
Address: Phnom Penh City Center, No. 58, Street R8, Sangkat Srah Chark, Khan Doun Penh, Phnom Penh, Cambodia
Fax Number: (855) 23 883 438
Email: lorisz678@gmail.com
Attention: Mr. Loris Zheng

1. GOVERNING LAW AND SUBMISSION TO JURISDICTION

9.1 This Agreement shall be governed by and construed in accordance with the laws of Hong Kong.

9.2 The Parties hereby irrevocably submit to the non-exclusive jurisdiction of the Hong Kong courts for the purpose of enforcing any claim arising hereunder.

[INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF this Agreement has been executed on the day and year first above written.

SIGNED by YAM Pui Hung Robert

for and on behalf of

IN WITNESS WHEREOF this Agreement has been executed on the day and year first above written.

SIGNED by GU Zhongfei
)
for and on behalf of
EVER DEPOT LIMITED
)
)
Director

Dated 11 April 2025

as issuer

LEGO SECURITIES LIMITED

as placing agent

PLACING AGREEMENT

THIS AGREEMENT dated 11 April 2025 is made

BETWEEN:

(1) ZO FUTURE GROUP, a company incorporated in Cayman Islands with limited liability and whose principal place of business in Hong Kong is at 31/F., Vertical Sq., 28 Heung Yip Road, Wong Chuk Hang, Hong Kong and whose shares are listed on Main Board of the Stock Exchange of Hong Kong Limited (stock code: 2309) (the “Company”); and

(2) LEGO SECURITIES LIMITED, a company duly incorporated in Hong Kong whose registered office is at Room 1506, 15/F, Wheelock House, 20 Pedder Street, Central, Hong Kong (the “Placing Agent”), a corporation licensed to carry out Type 1 (dealing in securities) regulated activity under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

WHEREAS:

(A) The Company was incorporated in the Cayman Islands and, at the date of this Agreement, has an authorised share capital of HK$500,000,000 divided into 2,000,000,000 ordinary shares of HK$0.25 each, of which 815,257,419 ordinary shares have been issued and are fully paid or credited as fully paid. All the issued shares are currently listed on the Main Board of The Stock Exchange of Hong Kong Limited (stock code: 2309).

(B) The Company has agreed to allot and issue the Placing Shares (as hereinafter defined) on the terms and conditions set out herein.

(C) The Placing Agent has agreed to procure on a best effort basis, the Placing of up to 37,634,000 Placing Shares at the Placing Price of HK$1.86 to the Placees, upon the terms and subject to the conditions set out in this Agreement.

(D) Subject to the fulfilment of all the conditions set out in Clause 2(A), the Placing Shares will be allotted and issued pursuant to the General Mandate (as hereinafter defined).

IT IS HEREBY AGREED:

1. INTERPRETATION

(A) In this Agreement, including the recitals and schedule hereto, unless the context otherwise requires:

“Announcement” means the announcement in the agreed form proposed to be issued on behalf of the Company in respect of, among other things, the Placing as soon as practicable following the execution of this Agreement (subject to the amendments as may be required in response to the questions from the Stock Exchange);

“Articles”	the articles of association of the Company as amended from time to time
“Board”	means the board of directors of the Company
“Business Day”	means a day (excluding Saturday, Sunday, public holiday and any day on which a tropical cyclone warning signal no. 8 or above or a “black” rainstorm warning signal is hoisted or remains in effect between 9:00 a.m. and 5:00 p.m. or extreme weather condition is announced) on which licensed banks in Hong Kong are open for business throughout their normal business hours;
“CCASS”	means the Central Clearing and Settlement System established and operated by HKSCC;
“Companies Ordinance”	means the Companies Ordinance (Chapter 622 of the Laws of Hong Kong);
“Completion”	means completion of the placing of the Placing Shares pursuant to Clause 5;
“Completion Date”	means the date which is the third (3 ^{ rd } ) Business Day after the date on which all the conditions set out in Clause 2(A) are satisfied or such other date as the Company and the Placing Agent may agree in writing;
“General Mandate”	means the general mandate granted to the Board pursuant to the resolution passed by the shareholders of the Company at the annual general meeting held on 30 December 2024 to allot, issue and deal with up to 20% of the then issued share capital of the Company as at the date of passing such resolution, which is equivalent to 163,051,483 Shares;
“Group”	means the Company and its subsidiaries;
“Main Board Listing Rules”	means the Rules Governing the Listing of Securities on Main Board of the Stock Exchange of Hong Kong Limited;
“HKSCC”	means Hong Kong Securities Clearing Company Limited;
“Hong Kong”	means the Hong Kong Special Administrative Region of the People’s Republic of China;

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“Placee(s)”
means any person or entity whom the Placing Agent or its agent(s) has procured to subscribe for any of the Placing Shares pursuant to this Agreement;

“Placing”
means the offer by way of a placing by the Company of the Placing Shares to Placees procured by the Placing Agent to selected investors on the terms and subject to the conditions set out in this Agreement;

“Placing Price”
means HK$1.86 per Placing Share (excluding any SFC transaction levy, Stock Exchange trading fee and other fees or levies as may be payable by the Placees);

“Placing Share(s)”
means up to a total of 37,634,000 new Shares to be issued by the Company pursuant to this Agreement which will rank pari passu in all respects with the Shares in issue as at the date of allotment of the Placing Shares;

“SFC”
means the Securities and Futures Commission of Hong Kong;

“Shares”
means ordinary shares with a par value of HK$0.25 each in the share capital of the Company;

“Stock Exchange”
means The Stock Exchange of Hong Kong Limited;

“HK$”
means Hong Kong dollars, the lawful currency of Hong Kong;

“%”
means per cent.

(B) In this Agreement references herein to “Clauses” are to clauses of this Agreement.

(C) In this Agreement the singular includes the plural and vice versa, words importing gender or the neuter include both genders and the neuter and references to persons include bodies corporate or unincorporated.

(D) Headings and the table of contents are for convenience only and shall not affect the interpretation of this Agreement.

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2. CONDITIONS

(A) Completion of the placing by the Placing Agent of the Placing Shares under this Agreement is conditional upon the satisfaction of the following:

(i) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Placing Shares (and such listing and permission not subsequently being revoked); and
(ii) all necessary written consents and approvals (if any) from the relevant authorities in respect of the Placing having been obtained by the Company, if applicable.

The conditions precedent set out above cannot be waived by the parties to this Agreement.

(B) The Company shall use its best endeavours to procure the fulfilment of all the conditions referred to in Clause 2(A) and in particular, shall furnish such information, supply such documents, pay such fees, give such undertakings and do all such acts and things in connection with the fulfilment of the conditions.

(C) The Company shall use its best endeavours to procure the fulfilment of the conditions referred to in Clause 2(A) and in the event the conditions referred to in Clause 2(A) are not fulfilled by 2 May 2025 (or such later date as may be agreed between the Company and the Placing Agent), this Agreement shall terminate and all rights, obligations and liabilities of the parties hereunder in relation to the Placing shall cease and determine and none of the parties shall be bound to carry out the remaining terms of this Agreement and no party shall have any right to damages or reimbursement for any cost and expenses that it may have incurred in connection with or arising out of this Agreement or the failure to complete the Placing save for any antecedent breach of this Agreement or any accrued rights or remedies of any party arising prior to such date.

3. PLACING

(A) The Company hereby appoints the Placing Agent and the Placing Agent, relying on the representations, warranties and undertakings herein contained and on the terms and subject to the conditions set out in this Agreement, agrees to act as the placing agent of the Company, to procure the placing of the Placing Shares, on a best effort basis, with such Placee(s) as the Placing Agent may select at the Placing Price who are independent of and not connected or acting in concert with (as defined under the Code on Takeovers and Mergers) with, the directors, chief executives or substantial shareholders (as defined in the Main Board Listing Rules) of the Company or any of its subsidiaries or their respective associates (as defined in the Main Board Listing Rules) on the terms and subject to the conditions set out in this Agreement. The Placing Agent shall procure not less than six (6) places for subscription of the Placing Shares at Placing Price unless otherwise agreed by the Company. The Placing Agent undertakes that none of the Placees or their associates will, immediately upon completion of the Placing, become a substantial shareholder (within the meaning of the Main Board Listing Rules) of the Company.

(B) The Company hereby acknowledges and agrees that the Placing Agent, in performing its duties under this Agreement, is authorised to the Placing Agent’s sole costs and

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expenses to appoint one or more sub-placing agents and that such agents shall be agents of the Placing Agent in dispatching documents relating to the Placing and the Company hereby authorises, confirms and undertakes that it will forthwith upon request(s) by the Placing Agent ratify and approve all action legally and properly taken or to be taken by such agent(s) and/or the Placing Agent and its delegates in connection with the Placing. Subject to the terms of this Agreement, the Placing Agent may enter into any agreements with any of such agents and its affiliates for such purpose. The Company further acknowledges and agrees that such agents and its affiliates shall be entitled to rely on the representations warranties and undertakings contained in Clause 4(A).

(C) Any transaction legally, properly and reasonably carried out by the Placing Agent pursuant to this Agreement shall constitute a transaction carried out by the Placing Agent at the request of the Company and as its agent and not on account of or for the Placing Agent. The Placing Agent shall not be responsible for any loss or damage (except for any loss or damage arising out of any fraud, wilful default or gross negligence as finally and judicially determined by a competent court in Hong Kong on the part of the Placing Agent, any sub-agents appointed by the Placing Agent pursuant to Clause 3(B)) to the Company arising from any such transaction or for any alleged insufficiency of the price (other than as a result of non-compliance by the Placing Agent with its obligations under this Agreement) at which the Placing Shares are issued hereunder.

(D) The Company hereby confirms that the foregoing appointment confers on the Placing Agent in accordance with the provisions hereof all powers, authorities and discretion on its behalf which are necessary for, or reasonably incidental to, the Placing and hereby agrees to ratify and confirm everything which the Placing Agent shall lawfully and reasonably do or have done pursuant to or in anticipation of the terms of this Agreement.

(E) By no later than 4:00 pm on the two (2) Business Day last preceding the Completion Date, the Placing Agent shall deliver to the Stock Exchange and/or the SFC (if required) for the number of Placing Shares to be subscribed by each Placee, the names and denomination (in board lots or otherwise) in which the Placing Shares are to be registered and, where relevant, the CCASS accounts to which Placing Shares are to be credited. The choice of the Placees shall be determined by the Placing Agent at its sole discretion subject to the requirements of the Main Board Listing Rules and any objection the Stock Exchange may have to any particular person or company being a Placee PROVIDED that the Placing Agent undertakes to use all reasonable endeavours to procure that no Placing Shares shall be placed with any person, firm or company which is a connected person (as defined in the Main Board Listing Rules) of the Company.

4. REPRESENTATION, WARRANTIES AND UNDERTAKINGS

(A) In consideration of the Placing Agent entering into this Agreement and agreeing performing its obligations hereunder, the Company represents, warrants and undertakes to the Placing Agent that:

(i) the Company is duly incorporated and validly existing under the laws of the place of its incorporation with power to conduct its business in the manner presently conducted and the information contained in this Clause is true and accurate;

(ii) all necessary consents and authorisations will have been obtained at the Completion Date to enable the Company to allot and issue the Placing Shares in accordance with the Articles and with all relevant laws of Hong Kong and Cayman Islands and the rules and regulations of the Stock Exchange and other relevant bodies; and the Placing Shares, will at the Completion Date, be free from all liens, charges, encumbrances and third-party rights of whatsoever nature and together with all rights attaching thereto at the Completion Date and thereafter, including the right to receive all future dividends and other distributions thereafter declared, made or paid on the Shares;

(iii) subject to the fulfilment of the conditions set out in Clause 2(A), the Company has full power and authority to allot and issue the Placing Shares and does not require the consent thereto of any other party and the General Mandate has not been utilised or revoked;

(iv) the Company has power under its constitutional documents to enter into this Agreement or has capacity to enter into this Agreement and this Agreement is duly authorised and when duly executed shall constitute valid, legally binding and enforceable obligations of the Company;

(v) if the Placing Shares are not successfully deposited into such CCASS account(s) or if definitive documents of title in respect of the Placing Shares are not delivered to the Placing Agent in the manner described in Clause 5(A)(a), the Company shall be responsible and reimburse the Placing Agent for all the costs and expenses (including without limitation, brokerage fees, stamp duty, SFC transaction levy and Stock Exchange trading fee) incurred by the Placing Agent and/or its affiliates for acquiring, purchasing, transfer and deal in shares of the Company on its behalf so as to cover any short position as a result thereof);

(vi) the Placing Shares, when issued, will be fully paid up and will rank pari passu in all respects with the other Shares in issue as at the date of allotment and issue of the Placing Shares and the Placing Shares, when issued, will be free from all liens, charges, encumbrances, claims, options or other third party rights together with all rights attaching thereto as at the date of allotment and issue of the Placing Shares; and

(vii) the foregoing representations, warranties and undertakings shall be deemed to be repeated on the Completion Date as if given or made on such date, with reference in each case to the facts and circumstances then subsisting and shall remain in full force and effect notwithstanding Completion. The Company undertakes to notify the Placing Agent of any matter or event coming to its attention prior to the Completion Date which shows any of the representations, warranties and undertaking to be or to have been untrue, inaccurate or misleading in any material respect.

(B) The Placing Agent represents warrants and undertakes to the Company that:

(i) it is duly incorporated and validly existing under the laws of the place of its incorporation and has power to enter into this Agreement and this Agreement has been duly authorised and executed by, and constitutes legally binding

• 6 -

obligations of the Placing Agent;

(ii) it has not offered or sold and it will not, directly or indirectly, offer or sell any Placing Shares or distribute or publish any documents in relation to the Placing in any country or jurisdiction except under circumstances that are in compliance with any applicable laws and the Main Board Listing Rules and all offers and sales of Placing Shares will be made on such terms in compliance thereof, and it shall use its best endeavours to procure that each of those affiliates and other persons (where appropriate) through whom it may directly or indirectly effect the Placing or offer any Placing Shares complies with all such laws and regulations;

(iii) in each jurisdiction in which the Placing Agent solicits subscription for the Placing Shares, the Placing Agent will do so in accordance with all relevant laws and regulations in force in such jurisdiction. The Placing Shares shall not be offered to or placed in circumstances which would constitute an offer to the public in Hong Kong within the meanings of the Companies Ordinance or in any other place or in any manner in which the securities laws or regulations of any jurisdiction may be applicable or infringed;

(iv) that it will use its reasonable endeavours to satisfy itself that, and will obtain a written confirmation from each Placee procured by it that, the Placee and their respective ultimate beneficial owners are third party(ies) independent of, and not connected with, the Company and its connected persons (as defined in the Main Board Listing Rules) of the Company or any of its subsidiaries or their respective associates (as defined in the Main Board Listing Rules);

(v) the Placing Agent will make available and promptly supply a list of the Placee(s) to the Stock Exchange and, if necessary, the Executive of the Corporate Finance Division of the SFC (or any delegate of the Executive) and/or any other regulatory authority if required and warrants that it has obtained the necessary authorisations from the Placee(s) in connection therewith, and/or procure the relevant Placee(s) to make available and promptly supply, to the Stock Exchange and the SFC or any other regulatory authority all information in relation to the Placee(s) which may be required by the Stock Exchange, the SFC and/or any other regulatory authority;

(vi) that it will procure that its sub-agents (if any) to observe, agree to and comply with, and will be bound by, the provisions of this Clause 4(B) as if such sub-agents were parties hereto for the purposes of this Clause 4(B) (but the Placing Agent shall nevertheless remain liable for all acts and omissions of any sub-underwriters and sub-agents appointed by it);

(vii) the Placing Agent will not make any representations, or warranty on behalf of the Company unless the same is contained in the Announcement or any other public announcement to be issued by the Company in relation to the Placing;

(C) Subject to any requirements of the Stock Exchange and the SFC and the terms of this Agreement, neither of the parties shall, directly or indirectly, make any announcement or communication in relation to this Agreement or any matter ancillary thereto without the prior written consent of the other.

(D) Save for the Announcement and save as required by law or by the Stock Exchange or

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the SFC, the Company hereby undertakes to the Placing Agent to procure that no public announcement or communication (other than the Announcement) to shareholders of the Company, the Stock Exchange or the SFC concerning the Placing which is material in relation to the Placing shall be made or despatched by the Company between the date hereof and the Completion Date without prior written notice to the Placing Agent as to the content, timing and manner of making or despatch thereof, such approval not to be unreasonably withheld or delayed, and thereafter no such announcement or communication concerning the Placing shall be made by the Company for the period of one week after the Completion Date without the Company consulting the Placing Agent and taking into account its reasonable requests in relation to the content, timing and manner of the making thereof.

(E) The representations and warranties contained in this Clause are deemed to be given as at the date hereof and will remain in full force and effect notwithstanding the allotment and issue of the Placing Shares to the Placees. Each party hereto hereby undertakes to notify the other parties to this Agreement of any matter or event coming to its attention prior to the Completion Date, which shows any relevant representation or warranty to be or to have been untrue or inaccurate at the date hereof or, at any time prior to the Completion Date.

5. COMPLETION

(A) Subject to the fulfilment of the conditions set out in Clause 2(A), Completion shall take place on or before 4:00 pm on the Completion Date when the following business shall be transacted:

The Company shall allot and issue the Placing Shares in accordance with the details delivered by the Placing Agent as stipulated in Clause 3(E) and shall register without registration fee all such Placees or their nominees (as the case may be) as members of the Company and deliver or cause to be delivered to the Placing Agent the following documents on the Completion Date:

(a) definitive documents of title in respect of the Placing Shares in favour of the persons so registered and in accordance with their respective entitlements hereto in board lots or as they may request or deposit the same in CCASS in accordance with the instructions of the Placing Agent;

(b) a certified copy of an extract of a board resolution of the Company approving and authorising the execution and completion of this Agreement and the issue and allotment of the Placing Shares to the Placees and other transactions as contemplated under this Agreement in order to give full effect to the provisions of this Agreement; and

(c) evidence reasonably satisfactory to the Placing Agent that the conditions set out in Clause 2(A) have been fulfilled.

(B) Upon Completion, within 2 business days, the Placing Agent shall transfer available clear funds to an account as the Company may direct of an amount equal to the Placing Price multiplied by the number of the Placing Shares successfully placed by

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the Placing Agent payable in Hong Kong dollars to the Company for the aggregate number of Placing Shares so subscribed less the amounts deducted by the Placing Agent under Clause 6(A).

6. COMMISSIONS AND EXPENSES

(A) Subject to completion of this Agreement, the Company shall pay (1) to the Placing Agent a fee, in Hong Kong dollars, of 0.5% of the aggregate Placing Price of the Placing Shares which it has procured the Placees to subscribe for hereunder upon completion of the Agreement; and (2) professional fees and other expenses (including but not limited to the fees payable to the financial adviser to the Company, share registrar and financial printer), which the Placing Agent is hereby authorised to deduct from the payment to be made by it to the Company at Completion pursuant to Clause 5(B).

(B) Subject to Clause 6(C), the Company shall pay all the costs relating to the Placing including but not limited to the cost of publishing the Announcement, and all charges, fees and expenses of the Company’s branch share registrar relating to the issue of certificates therefor, in board lots or otherwise, to the Placees.

(C) Each of the parties hereto shall be respectively liable for its own legal and other professional advisers and out-of-pocket expenses incurred in connection with the Placing and associated transactions.

7. TERMINATION

(A) Notwithstanding anything contained in this Agreement, the Placing Agent may terminate this Agreement without any liability to the Company, by notice in writing given to the Company at any time prior to 10:00 a.m. on the Completion Date upon the occurrence of the following events:

(a) the occurrence of any event, development or change (whether or not local, national or international or forming part of a series of events, developments or changes occurring or continuing before, on and/or after the date hereof) of a political, military, industrial, financial, economic, fiscal, regulatory or other nature, resulting in a material change in, or which may result in a material change in the political, economic, fiscal, financial, regulatory or stock market conditions in Hong Kong or any other jurisdiction relevant to the Group and which in the Placing Agent’s reasonable opinion would adversely affect the success of the Placing; or

(b) the imposition of any moratorium, suspension (for more than 7 trading days) or restriction on trading in securities generally on the Stock Exchange occurring due to exceptional financial circumstances or otherwise and which in the Placing Agent’s absolute opinion, would affect the success of the Placing; or

(c) the introduction of any new law or regulation or change in existing laws or regulations or any change in the interpretation or application thereof by any court or other competent authority in Hong Kong or

• 9 -

• 10 -

any other jurisdiction relevant to the Group and if in the Placing Agent’s reasonable opinion any such new law or change may materially and adversely affect the business or financial prospects of the Group and/or the success of the Placing; or

(d) any litigation or claim being instigated against any member of the Group, which has or may have a material effect on the business or financial position of the Group and which in the Placing Agent’s absolute opinion would affect the success of the Placing; or

(e) any material adverse change in the business or in the financial or trading position or prospects of the Group as a whole; or

(f) any material breach of any of the representations and warranties set out in Clause 4(A) comes to the knowledge of the Placing Agent or any event occurs or any matter arises on or after the date hereof and prior to the Completion Date which if it had occurred or arisen before the date hereof would have rendered any of such representations and warranties untrue or incorrect or there has been a material breach by the Company of any other provision of this Agreement; or

(g) there is any material change (whether or not forming part of a series of changes) in market conditions in Hong Kong or any other jurisdiction relevant to the Group which in the reasonable opinion of the Placing Agent would materially and prejudicially affect the Placing or makes it inadvisable or inexpedient for the Placing to proceed,

then and in any such case, the Placing Agent may terminate this Agreement without liability to the Company by giving notice in writing to the Company, provided that such notice is received prior to 10:00 a.m. on the Completion Date.

(B) Upon the giving of notice pursuant to Clause 7(A), all obligations of each of the parties under this Agreement shall cease and determine and no party shall have any claim against any other party in respect of any matter arising out of or in connection with this Agreement except for:

(i) any antecedent breach of any obligation under this Agreement; and

(ii) liabilities under Clauses 4 and 6.

8. INDEMNIFICATION AND NO CLAIM

(A) The Company undertakes to indemnify the Placing Agent and any person appointed as selling agent or sub-placing agent pursuant to Clause 3(B) and each of their respective associates, directors and employees who shall have been involved in the Placing (the “Indemnified Parties”) against all or any claims, actions, liabilities, demands, proceedings or judgments (the “Proceedings”) brought or established against any of the Indemnified Parties by any subscriber or purchaser of any of the Placing Shares or by the Stock Exchange, any governmental agency, regulatory body or other person, directly or indirectly arising out of or in connection with the Placing or the performance or purported performance of any of the provisions of this Agreement and against all

losses and all costs, charges and expenses (including reasonable and proper legal fees as they are incurred) which any of the Indemnified Parties may suffer or reasonably incur (except for any loss, costs, charge or expense suffered or incurred directly or indirectly as a result of or in connection with any fraud, default or negligence on the part of the relevant Indemnified Party or any of its affiliates and other person(s) (where appropriate) through whom it/he may directly or indirectly effect the Placing or offer any Placing Shares), including, but not limited to, all such losses, costs charge or expenses suffered or incurred in disputing or defending any such proceedings and/or in establishing its right to be indemnified pursuant to this Clause and/or in seeking advice in relation to any Proceedings.

(B) No claim shall be made against the Placing Agent or any other Indemnified Parties to recover any damage, cost, charge or expense which the Company may suffer or incur by reason of or arising from the carrying out by any of the Indemnified Parties of any act or omission in connection with the Placing except for any loss, damage, cost, charge or expense arising out of any fraud, default or negligence on the part of the relevant Indemnified Party as finally and judicially determined by a competent court in Hong Kong on the part of the Placing Agent or any selling agent, sub-placing agent appointed by them pursuant to Clause 3(A) and/or (B) as a result, directly or indirectly, or any non-compliance by the any of the Placing Agent with its obligations under this Agreement.

(C) Without prejudice to Clause 8(A), the Company shall indemnify and keep effectively indemnified the Placing Agent from and against all losses and damages which it may suffer, sustain or incur in connection with any of the warranties not being correct, complied with, fulfilled or performed in accordance with their terms.

1. MISCELLANEOUS

(A) All provisions of this Agreement shall so far as they are capable of being performed or observed continue in full force and effect notwithstanding completion of this Agreement except in respect of those matters then already performed.

(B) This Agreement may be executed in two or more counterparts each of which shall be binding on the party who shall have executed it but which shall together constitute but one agreement.

1. NOTICES

All notices required to be given under this Agreement shall be in writing in the English language and served either personally or by sending it through the post or by facsimile machine or other form of electronic communication to the following addresses:

The Company, to:

31/F., Vertical Sq.
28 Heung Yip Road
Wong Chuk Hang, Hong Kong
Attention: Mr. Robert Yam

Facsimile no: (852) 2548 2782
Email: robertyam@zogroup.com.hk

The Placing Agent, to:

Room 1506, 15/F,
Wheelock House,
20 Pedder Street, Central,
Hong Kong
Attention: Kelvin Li

Facsimile no.: (852) 2128 9433
Email: ecm@legosecurities.hk

Any notice required to be given under this Agreement shall be deemed duly served, if served personally, when delivered, if sent by post, 48 hours after it is posted (or 10 days later if overseas), if sent by facsimile on receipt of answerback and if, sent otherwise, twelve hours after despatch. Any notice received or deemed to be received on a Sunday or public holiday shall be deemed to be received on the next business day on which banks in Hong Kong are open for business.

1. WAIVER

No failure or delay by any party hereto in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any other right, power or remedy. Without limiting the foregoing, no waiver by any Party of any breach of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof.

1. PUNCTUAL PERFORMANCE

Time shall be of the essence of this Agreement.

1. GOVERNING LAW

(A) This Agreement is governed by and shall be construed in accordance with the laws of Hong Kong for the time being in force.

(B) The parties hereby submit to the non-exclusive jurisdiction of the courts of Hong Kong in connection herewith but this Agreement may be enforced in any Court of competent jurisdiction.

• 12 -

IN WITNESS whereof the duly authorised representatives of the parties have executed this Agreement on the date first before appearing.

SIGNED by YAM PUI HUNG ROBERT
)
duly authorised for and on behalf of
ZO FUTURE GROUP
)
in the presence of:
)
)
Signature of witness

Name of witness (block letters)
YEUNG CHUI YAN

THE PLACING AGENT

SIGNED by
)
duly authorised for and on behalf of
LEGO SECURITIES LIMITED
in the presence of:
)
)
Signature of witness
)
)
Name of witness (block letters)
)

• 13 -

IN WITNESS whereof the duly authorised representatives of the parties have executed this Agreement on the date first before appearing.

SIGNED by
)
duly authorised for and on behalf of
ZO FUTURE GROUP
)
in the presence of:
)
)
Signature of witness
)
)
Name of witness (block letters)
)

THE PLACING AGENT

SIGNED by LI WING CHUNG
)
duly authorised for and on behalf of
LEGO SECURITIES LIMITED
in the presence of:
)
)
Signature of witness
)
)
Name of witness (block letters)
)
CHAN YING YU

Date: 4 June 2026

ZO Future Group
31/F., Vertical Sq.
No. 28 Heung Yip Road
Wong Chuk Hang
Hong Kong

Attn.: The Board of Directors

Re: Major and Connected Transaction in relation to the Disposal of a Non-wholly-Owned Subsidiary

We, JP Assets Consultancy Limited, being named as an expert with qualification as an independent valuer in the circular (the “Circular”) of ZO Future Group (the “Company”, together with its subsidiaries, the “Group”) dated 4 June 2026, hereby:

1. give our consent and confirm that we have not withdrawn our consent to the issue of the Circular with the inclusion of our report and references to our name in the form and context in which they are included;

2. give our consent and confirm that we have not withdrawn our consent to the display of this letter and our report as referred to in the Circular; and

3. confirm that as at the Latest Practicable Date (as defined in the Circular), we were not beneficially interested in the share capital of any member of the Group nor did we have any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for any shares, convertible securities, warrants, options or derivatives which carry voting rights in any member of the Group nor did we have any interest, either direct or indirect, in any assets which have been, since the date to which the latest published audited financial statements of the Group were made up (i.e. 30 June 2025), acquired or disposed of by or leased to or are proposed to be acquired or disposed of by or leased to any member of the Group.

For and on behalf of
JP Assets Consultancy Limited

Name: Marvin Wong
Title: Director

NGI 銀譽 SNGI

4 June 2026

ZO FUTURE GROUP
31/F., Vertical Sq.
No. 28 Heung Yip Road
Wong Chuk Hang
Hong Kong

Attn: The Board of Directors

Re: Major and Connected transaction in relation to the disposal of a non-wholly-owned subsidiary

We, Silver Nile Global Investments Limited, being engaged as the independent financial adviser to the independent non-executive directors of ZO Future Group (the “Company”, together with its subsidiaries, the “Group”) in the announcement dated 7 November 2025 (the “Announcement”) and circular dated 4 June 2026 (the “Circular”) as to whether (i) the terms of the Disposal are fair and reasonable; (ii) the Disposal is on normal commercial terms or better; and (iii) the Disposal is in the interests of the Company and its shareholders as a whole., do hereby consent to act in such capacity.

We have given, and have not before the issuance of the Announcement and Circular withdrawn, our consent to the issue of the Announcement and Circular with the inclusion therein of summary of our letter provided to the independent non-executive directors and management of the Company (the “IFA letter”) and references to our name in the form and context in which they are included in the Announcement and Circular.

We also confirm that we are not beneficially interested in the share capital of any member of the Group nor did we have any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for any shares, convertible securities, warrants, options or derivatives which carry voting rights in any member of the Group nor do we have any interest, either direct or indirect, in any assets which have been, since the date to which the latest published audited financial statements of the Group were made up (i.e. 30 June 2025) to the date of this letter, acquired or

disposed of by or leased to or are proposed to be acquired or disposed of by or leased to any member of the Group.

For and on behalf of
Silver Nile Global Investments Limited

Alan Lam
Managing Director

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