Proposed Placing, Subscription and Secondary Sale

Hercules Site Services plc (AIM: HERC), a leading technology enabled labour supply company for the UK infrastructure sector, is pleased to announce a proposed placing and subscription for 16,197,213 new ordinary shares of 0.1p each ("Ordinary Shares") in the capital of the Company at a price of 49.50p (the "Offer Price") to raise gross proceeds of approximately £8 million (the "Fundraising").

The Company intends to raise approximately £6 million by way of a placing of 12,156,809 new Ordinary Shares ("Placing Shares") to institutional and other investors (the "Placing") at the Offer Price and £2 million via a subscription for 4,040,404 new Ordinary Shares from a new strategic investor, Wasdell Packaging Limited, a company majority owned and controlled by Martin Tedham (the "Subscription") at the Offer Price.

The Company also announces that it expects Hercules Real Estate Limited ("HRE"), a company controlled by Brusk Korkmaz, CEO of Hercules, and his wife, will following this announcement ("Announcement") sell 6,060,606 existing Ordinary Shares at the Offer Price (the "Secondary Sale") to Wasdell Packaging Limited. Following the Secondary Sale and completion of the Fundraising, HRE is expected to have a 45% holding in Hercules which will continue to ensure close alignment with shareholders.

Fundraise Highlights

• The Company intends to use the net proceeds of the proposed Placing and Subscription ("Fundraise") to strengthen its balance sheet to allow it to take advantage of the many opportunities it is seeing in the UK infrastructure and construction sector to grow its business both organically and via selective acquisitions
• A proposed Placing of 12,156,809 Ordinary Shares ("Placing Shares") at the Offer Price to raise gross proceeds of £6,017,621
• A proposed Subscription of 4,040,404 Ordinary Shares at the Offer Price (the "Subscription Shares") to raise gross proceeds of £2,000,000
• A proposed Secondary Sale of 6,060,606 existing Ordinary Shares by HRE at the Offer Price, thereby bringing a new significant shareholder onto the register and, in conjunction with the Fundraise, reducing the CEO's interest in Ordinary Shares to below 50%
• The Placing will be effected by way of a bookbuild (the "Bookbuild"). The Bookbuild will open immediately following release of this announcement. A further announcement confirming closing of the Bookbuild and the number of Placing Shares to be issued pursuant to the Placing is expected to be made in due course, together with the closure of the Secondary Sale
• The Placing and Subscription are being undertaken in two tranches as the Company has insufficient authorities to issue all of the Placing Shares and Subscription Shares. The Company plans to utilise the shareholder authorities it does have to issue 8,803,943 of the Placing Shares ("First Placing Shares") and 2,926,055 of the Subscription Shares ("First Subscription Shares"). The remaining Ordinary Share expected to be issued pursuant to the Fundraising are conditional upon the Company obtaining new shareholder authorities at a general meeting of shareholders of the Company ("General Meeting"). The Company expects to publish a circular calling a General Meeting to obtain these authorities in the week commencing 9 September 2024 ("Circular"). Following the General Meeting the Company expects to issue the remaining 3,352,866 Placing Shares ("Second Placing Shares") and 1,114,349 remaining Subscription Shares ("Second Subscription Shares") and expects to admit these shares shortly after the General meeting
• The Offer Price of 49.5p equates to the closing mid-market price on 5 September 2024, being the latest practicable date prior to the date and time of this Announcement
• Neither the Placing, Subscription, nor the Secondary Sale are underwritten
• It is proposed that Martin Tedham, majority shareholder and controller of Wasdell Packaging Limited, will join the Company as a Non-Executive Director
• The Placing has been arranged by SP Angel Corporate Finance LLP ("SP Angel") and Cavendish Capital Markets Limited ("Cavendish") (the "Joint Bookrunners" or "Brokers") as Joint Bookrunners in accordance with the terms and conditions set out in the appendix ("Appendix") to this Announcement

Details of the Secondary Sale

• Subject to completion of the Secondary Sale, the Placing, and Subscription, HRE's anticipated holding will be 45%, which the Board believes represents a step towards a more appropriate level of shareholding for the CEO and founder of a public company. In line with Brusk Korkmaz's ongoing commitment to the long-term future of Hercules, he continues to be well-incentivised to drive future growth as his interests remain closely aligned with shareholders of the Company
• Brusk Korkmaz founded the Company in 2008 and over the subsequent 16 years grew the business to its current position where the most recently reported annual revenues, being the year ended 30 September 2023, of the group where £84.7m with an adjusted EBITDA of £4.1m. Brusk also led the Company through its listing on the AIM Market in February 2022

The Placing is subject to the terms and conditions set out in the Appendix to this Announcement.

Brusk Korkmaz, Chief Executive Officer, commented:

"We are very pleased to be raising these funds which will mean the Company is in a strong position to execute on a range of compelling opportunities we are seeing in the UK infrastructure and construction sector as we build on the track record of year-on-year growth we have established since listing."

Additional Information on the Subscription

The Subscription is expected to take place in two tranches, with the First Subscription Shares utilising the Company's existing shareholder authorities to issue new shares on a non-pre-emptive basis for cash (the "First Subscription") and the second tranche of up to 1,114,349 new Ordinary Shares (the "Second Subscription Shares") to be issued subject to new shareholder approvals to be sought at the General Meeting (the "Second Subscription").

The First Subscription is conditional on admission of the First Subscription Shares to trading on the AIM Market ("Admission") occurring on or before 8.00 a.m. on 10 September (or such later date and/or time as SP Angel, Cavendish and the Company may agree, being no later than 8.00 a.m. on 17 September 2024).

The Second Subscription is conditional (amongst other things) on the passing of the resolutions proposed at the General Meeting ("Resolutions") and Admission of the Second Subscription Shares ("Second Admission") occurring on or before 8.00 a.m. on the second business day following the passing of the Resolutions at the General Meeting (or such later date and/or time as SP Angel, Cavendish and the Company may agree, being no later than 8.00 a.m. on 31 October 2024).

Additional Information on the Placing

The Placing is expected to take place in two tranches, with the first tranche of up to 8,803,943 new Ordinary Shares utilising the Company's existing shareholder authorities to issue new shares on a non-pre-emptive basis for cash (the "First Placing"). The second tranche of up to 3,352,866 new Ordinary Shares (the "Second Placing Shares") to be issued subject to new shareholder approvals to be sought at the General Meeting (the "Second Placing").

The Bookbuild will determine final demand for and participation in the Placing. The Bookbuild is expected to close not later than 11.00 a.m. (London time) today but may be closed at such earlier or later time as the Joint Bookrunners, in their absolute discretion (following consultation with the Company), determine.

The final number of Placing Shares to be issued pursuant to the Placing will be determined by the Company and the Joint Bookrunners following closure of the Bookbuild. The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing Ordinary Shares in the capital of the Company.

Issue of Equity and Admission

The First Placing is conditional (amongst other things) on the Placing Agreement not having been terminated and Admission of the First Placing Shares ("First Admission") occurring on or before 8.00 a.m. on 10 September (or such later date and/or time as SP Angel, Cavendish and the Company may agree, being no later than 8.00 a.m. on 17 September 2024).

The Second Placing is conditional (amongst other things) on the Placing Agreement not having been terminated, the passing of the Resolutions at the General Meeting and Second Admission occurring on or before 8.00 a.m. on the second business day following the passing of the Resolutions at the General Meeting (or such later date and/or time as SP Angel, Cavendish and the Company may agree, being no later than 8.00 a.m. on 31 October 2024).

Information to Distributors

UK product governance

Solely for the purposes of the product governance requirements contained within of Chapter 3 of the FCA Handbook Production Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process by SP Angel and Cavendish, which has determined that such securities are: (i) compatible with an end target market of investors who meet the criteria of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors should note that: (a) the price of the Placing Shares may decline and investors could lose all or part of their investment; (b) the Placing Shares offer no guaranteed income and no capital protection; and (c) an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, the Brokers will only procure investors who meet the criteria of professional clients and eligible counterparties.

EEA product governance

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Company's ordinary shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

APPENDIX

Details of the Placing Agreement and the Placing Shares

SP Angel, Cavendish and the Company have entered into the Placing Agreement, under which SP Angel and Cavendish have, on the terms and subject to the conditions set out therein, undertaken to use their respective reasonable endeavours to procure subscribers for the Placing Shares at the Offer Price. The Placing is not being underwritten by SP Angel or Cavendish or any other person.

The number of the Placing Shares will be determined following completion of the Placing. The timing of the closing of the Placing and the number and allocation of Placing Shares to Placees and as between the tranches of the Placing, are at the discretion of the Brokers, following consultation with the Company. Allocations will be confirmed orally or by email by the relevant Broker following the close of the Placing. The Commitment of Placees will be evidenced by two contract notes (the "Contract Notes") issued to such Placee by the relevant Broker with one Contact Note relating to the First Placing Shares and with one Contact Note relating to the Second Placing Shares. The terms of this Appendix will be deemed incorporated in those Contract Notes. A further announcement confirming these details will then be made as soon as practicable following completion of the Placing.

Application for admission to trading on AIM

An application has been made to the London Stock Exchange for admission to trading on AIM of the First Placing Shares and First Subscription Shares ("First Application"). It is expected that settlement of the First Placing Shares and First Admission will become effective at 8.00 a.m. on 10 September 2024 and that dealings in the First Placing Shares and First Subscription Shares will commence at that time.

An application will be made to the London Stock Exchange for admission to trading on AIM of the Second Placing Shares and Second Subscription Shares ("Second Application"). It is expected that settlement of the Second Placing Shares and Second Admission will become effective at 8.00 a.m. on the second business day following the passing of the Resolutions at the General Meeting that dealings in the Second Placing Shares and Second Subscription Shares will commence at that time.

Placing

The principal terms of the Placing are as follows:

• SP Angel and Cavendish are arranging the Placing as agents for, and joint broker of, the Company.
• Participation in the Placing is only available to persons who are lawfully able to be, and have been, invited to participate by SP Angel or Cavendish.
• The timing of the closing of the Placing will be at the discretion of the Brokers
• To the fullest extent permissible by law and the applicable rules of the FCA, neither SP Angel, nor Cavendish, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise whether or not a recipient of these terms and conditions) in respect of the Placing. In particular, neither SP Angel, nor Cavendish, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of the Brokers' conduct of the Placing or of such alternative method of effecting the Placing as the Brokers and the Company may determine.

Conditions of the Placing

The Brokers' obligations under the Placing Agreement in respect of the First Admission are conditional on, inter alia:

• the Announcement being released through a Regulatory Information Service (as defined in the AIM Rules) by no later than 5.00 pm on 6 September 2024 or such later time and/or date agreed between the Company and the Brokers;
• the announcement by the Company of the completion of the Bookbuild in respect of the Placing being released through a Regulatory Information Service (as defined in the AIM Rules) by no later than 5.00 pm on the day of the release of the Announcement or such later time and/or date agreed between the Company and the Brokers;
• the First Application and all other documents required to be submitted with the First Application, together with payment for the relevant AIM fee (as defined in the AIM Rules) payable to the London Stock Exchange, being delivered to the London Stock Exchange not later than 4.00 pm on 9 September 2024 or such later time and/or date agreed between the Company and the Brokers;
• the Company having fully performed its obligations under this Agreement to the extent that such obligations fall to be performed prior to First Admission;
• none of the warranties in the Placing Agreement ("Warranties") being untrue or inaccurate in any material respect or misleading at any time between the date of this Agreement and First Admission and no fact or circumstance having arisen which would render any of the Warranties untrue or inaccurate in any material respect or misleading if it was repeated as at any time up to First Admission by reference to such facts or circumstances;
• the obligations of the Brokers not being terminated before First Admission under the Placing Agreement;
• the Brokers having received, in terms satisfactory to them, legally binding confirmations on the basis of set out in this Announcement from Placees at the Offer Price in respect of all Placing Shares;
• a meeting of the Board taking place to approve, amongst other things, the Placing, the Subscription, the Secondary Sale and (subject only to First Admission) the allotment of the First Subscription Shares and the First Placing Shares;
• the delivery by the Company to the Brokers of certain documents listed in the Placing Agreement at agreed times;
• First Admission taking place no later than 8.00 am on 10 September 2024 (as agreed with the Brokers) or such later time as may be agreed between the Company and the Brokers not being later than 8.00 am on the 17 September 2024 ("First Long Stop Date");
• the delivery by the Company to the Brokers of a duly executed warranty certificate no later than 4.00 pm on the Business Day prior to the date on which First Admission occurs;
• the Brokers (acting reasonably) being satisfied that, at least two Business Day prior to the intended date for First Admission, the Company has received, in immediately available cleared funds free from Encumbrances, all sums payable to it by Wasdell pursuant to the agreement between the Company and Wasdell relating to the Subscription;
• the Brokers (acting reasonably) being satisfied that, at least two Business Day prior to the intended date for First Admission, the sale and purchase agreement in relation to the Secondary Sale between Hercules Real Estate Limited and Wasdell ("Sale and Purchase Agreement") has been completed or the solicitors for Hercules Real Estate Limited have received the funds free from encumbrances, all sums payable to them by Wasdell pursuant to the Sale and Purchase Agreement; and
• between the date of the Placing Agreement and immediately prior to First Admission, the Subscription Agreement and the Sale and Purchase Agreement each being valid, subsisting, in full force and effect, free from Encumbrances, and all conditions applicable to either the Subscription Agreement or the Sale and Purchase Agreement that are required to have been fulfilled as at immediately prior to First Admission (other than the occurrence of First Admission) having been fulfilled and, as at immediately prior to First Admission, there not having been or occurred any event that constitutes a default under either the Subscription Agreement or the Sale and Purchase Agreement, neither the Subscription Agreement nor the Sale and Purchase Agreement having been lapsed or been breached, amended or terminated by any of the parties thereto and there being no event in existence which could provide a right of termination, rescission or nullification of either the Subscription Agreement or the Sale and Purchase Agreement.

The Brokers' obligations under the Placing Agreement in respect of the Second Admission are conditional on, inter alia:

• the First Admission having occurred;
• the Circular having been sent out to the Company's shareholders entitled to receive it by first class post by no later than 13 September 2024 or such later time and/or date agreed between the Company and the Brokers;
• the passing at the General Meeting of the Resolutions by the requisite majority under the Companies Act 2006 and such Resolutions remaining in full force and effect as at Second Admission;
• the Second Application and all other documents required to be submitted with the Second Application, together with payment for the relevant AIM fee (as defined in the AIM Rules) payable to the London Stock Exchange, being delivered to the London Stock Exchange not later than 8.00 am on 11 October 2024 or such later time and/or date agreed between the Company and the Brokers;
• the Company having fully performed its obligations under the Placing Agreement to the extent that such obligations fall to be performed prior to Second Admission;
• none of the Warranties being untrue or inaccurate in any material respect or misleading at any time between the date of this Agreement and Second Admission and no fact or circumstance having arisen which would render any of the Warranties untrue or inaccurate in any material respect or misleading if it was repeated as at any time up to Second Admission by reference to such facts or circumstances;
• the obligations of the Brokers not being terminated before Second Admission under the Placing Agreement;
• a meeting of the Board taking place to approve, (subject to Second Admission and Resolutions being passed at the General Meeting ) the allotment of the Second Subscription Shares and the Second Placing Shares;
• the delivery by the Company to the Brokers of certain documents listed in the Pacing Agreement;
• Second Admission taking place no later than 8.00 am on the second business day following the passing of the Resolutions at the General Meeting (as agreed with the Brokers) or such later time as may be agreed between the Company and the Brokers not being later than 8.00 am on the 18 October 2024 ("Second Long Stop Date");
• the delivery by the Company to the Brokers of a duly executed warranty certificate no later than 4.00 pm on the Business Day prior to the date on which Second Admission occurs;
• the Brokers (acting reasonably) being satisfied that, at least two Business Day prior to the intended date for Second Admission, the Company has received, in immediately available cleared funds free from encumbrances, all sums for the Second Subscription Shares payable to it by Wasdell pursuant to the Subscription Agreement or that the Company's solicitors are holding pursuant to an undertaking cleared funds payable by Wasdell for the Second Subscription Shares;
• between the date of this Agreement and immediately prior to Second Admission, the Subscription Agreement being valid, subsisting, in full force and effect, free from Encumbrances, and all conditions applicable to the Subscription Agreement that are required to have been fulfilled as at immediately prior to Second Admission (other than the occurrence of Second Admission) having been fulfilled and, as at immediately prior to Second Admission, there not having been or occurred any event that constitutes a default under the Subscription Agreement, the Subscription Agreement having not been lapsed or been breached, amended or terminated by any of the parties thereto and there being no event in existence which could provide a right of termination, rescission or nullification of the Subscription Agreement.

If: (i) any of the conditions in respect of the First Admission contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by the Brokers by the respective time or date where specified (or such later time or date as the Brokers may notify to the Company, being not later than the First Long Stop Date; (ii) any of the conditions in respect of the Second Admission contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by the Brokers by the respective time or date where specified (or such later time or date as the Brokers may notify to the Company, being not later than the Second Long Stop Date; (iii) any of such conditions becomes incapable of being fulfilled; or (iv) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

The Brokers may, at its discretion and upon such terms as it thinks fit, waive, or extend the period for (subject to the First Long Stop Date and the Second Long Stop Date), compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement, save that the conditions relating to either First Admission or Second Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

Neither SP Angel, nor Cavendish nor the Company nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and, by participating in the Placing, each Placee agrees that any such decision is within the absolute discretion of the Brokers.

Right to terminate the Placing Agreement

The Brokers are entitled, at any time before Second Admission, to terminate the Placing Agreement by giving notice to the Company in certain circumstances, including, inter alia:

• there has been a breach of any Warranty, and where a materiality threshold is not specified in such Warranty such breach is material;
• any Warranty would be untrue, inaccurate (in each case where a materiality threshold is not specified in such Warranty, in any material respect) or misleading if it were to be repeated at any time prior to First Admission or Second Admission (as the case maybe);
• any statement in the Placing Documents (as defined in the Placing Agreement) has become, or an omission in the Placing Documents results in them being, untrue, inaccurate in any material respect or misleading;
• either of the First Application or Second Application is withdrawn or refused by the London Stock Exchange;
• a Material Adverse Change (as defined in the Placing Agreement) has occurred after entry into of the Placing Agreement (whether or not foreseeable at the date of the Placing Agreement);
• the London Stock Exchange, the FCA, or any authority in any jurisdiction launches or threatens to launch an investigation into the affairs of the Group (as defined in the Placing Agreement) or the trading of the Ordinary Shares, or either the SP Angel or Cavendish ceases to be the Company's nominated adviser or the Company's broker (as the case may be) or notice is otherwise given by SP Angel pursuant to the Nominated Adviser Agreement (as defined in the Placing Agreement) to terminate their appointment as the Company's nominated adviser;
• there has been a material breach of any of the warranties, undertakings, indemnities, covenants, agreements or other obligations on the part of any party to the Subscription Agreement or the Sale and Purchase Agreement or any matter, fact, circumstance or event has arisen or occurred after entry into of the Subscription Agreement which, had it arisen or occurred prior to entry into the Subscription Agreement, would constitute such a breach or any party to the Subscription Agreement has become entitled to terminate or rescind the Subscription Agreement;
• the Subscription Agreement or the Sale and Purchase Agreement being terminated or rescinded, or is otherwise not capable of being completed;
• the Subscription Agreement or the Sale and Purchase Agreement ceases to be valid, subsisting, in full force and effect and free from Encumbrances, rights of pre-emption and all other third party rights; or
• any condition applicable to the Subscription Agreement or the Sale and Purchase Agreement that is required to have been complied with or fulfilled has not been complied with or fulfilled.

No Admission Document or Prospectus

Placees' commitments will be made solely on the basis of the information contained in the Announcement (including this Appendix) and the information in the public domain ("Publicly Available Information"). Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has not relied on any other information (other than the Publicly Available Information), representation, warranty, or statement made by or on behalf of the Company, SP Angel or Cavendish or any other person and neither of the Brokers, the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by either of the Brokers, the Company or their respective officers, directors, employees or agents. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Neither the Company nor the Brokers are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Following closure of the First Placing, each Placee allocated First Placing Shares in the First Placing will be sent a Contract Note in accordance with the standing arrangements in place with the relevant Broker, stating the number of First Placing Shares allocated to it at the Offer Price, the aggregate amount owed by such Placee (in pounds sterling) and a form of confirmation in relation to settlement instructions.

Following closure of the Second Placing, each Placee allocated Second Placing Shares in the Second Placing will be sent a Contract Note in accordance with the standing arrangements in place with the relevant Broker, stating the number of Second Placing Shares allocated to it at the Offer Price, the aggregate amount owed by such Placee (in pounds sterling) and a form of confirmation in relation to settlement instructions.

Settlement of transactions in the First Placing Shares (ISIN: GB00BPVBVZ82) will follow Frist Admission and settlement of transactions in the Second Placing Shares will follow Second Admission will take place within CREST provided that, subject to certain exceptions, the Brokers reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

Representations, Warranties and Further Terms

• that it will not deal or cause or permit any other person to deal in all or any of the First Placing Shares which it is subscribing for under the Placing unless and until First Admission becomes effective;
• that it will not deal or cause or permit any other person to deal in all or any of the Second Placing Shares which it is subscribing for under the Placing unless and until Second Admission becomes effective;
• that it will indemnify and hold the Company and each of the Brokers and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the Company and each of the Brokers will rely on the truth and accuracy of the confirmations, warranties, acknowledgements and undertakings herein and, if any of the foregoing is or becomes no longer true or accurate, the Placee shall promptly notify the Brokers and the Company. All confirmations, warranties, acknowledgements and undertakings given by the Placee, pursuant to this Announcement (including this Appendix) are given to each of the Brokers for itself and on behalf of the Company and will survive completion of the Placing and Second Admission;
• that time shall be of the essence as regards obligations pursuant to this Appendix;