Proposed Placing

AIM share code: JLP

Proposed Placing to raise approximately £10 million

The Company announces its intention to conduct a conditional placing of new ordinary shares in the Company ("Ordinary Shares") to raise gross proceeds of approximately £10 million (approximately US$12 million), before expenses, by way of the issue of new ordinary shares in the capital of the Company (the "Placing") to new and existing eligible investors at a price of 5.5 pence per share (the "Placing Price").

The following sets out the background to, and the reasons for, the Placing and explains why the Directors consider the Placing to be in the best interests of the Company and its Shareholders as a whole.

Background

As announced on 12 December 2023 (the "JV Announcement"), Jubilee executed a binding agreement, subject to certain conditions, to progress the strategic investment into a historical copper waste rock dump in Zambia. Early estimates suggest that there could be as much as 350 million tonnes of waste rock material on surface, with preliminary surface sampling returning grades of 1.5% copper (the "Project"). In addition, on the same date, the Company announced a binding term sheet with Abu Dhabi based International Resources Holding RSC Limited ("IRH"). Subject to due diligence, and internal consents, it is intended that Jubilee and IRH will form a dedicated special purpose vehicle ("the SPV") before the end of January 2024, through which both the acquisition of the copper waste rock asset and the implementation of the processing solution will be funded. Jubilee will hold a minimum of 30% funded position of the SPV. In addition, Jubilee will be appointed to manage the date to day operation of the SPV as well as be appointed to design, implement and operate the process solution. The consideration for the acquisition of the waste rock dump is US$30 million, which is to be paid in instalments over a period of 18 months (with an initial payment of US$1.75 million) and project costs are anticipated to be in the order of US$50 million assuming the implementation of only four copper processing units capable of producing an approximate 20 000 tonnes of copper units per annum from historical waste ("Green Copper"). Further details of these arrangements are set out in the JV Announcement.

This Green Copper Project is in addition to the existing capitalisation and ramp-up of copper production through the implementation of Jubilee's integrated Roan concentrator and Sable refinery copper operations, as well as the current expansion of its chrome operations in South Africa.

The targeted capital raise specifically focusses on this new Project to enable the accelerated implementation of the Project while maintaining the investment into the expansion of the existing copper and chrome operations.

Use of Proceeds

The Company is seeking to raise approximately £10 million (approximately US$12 million), before expenses, specifically targeting its Zambian Copper operations, in order to:

• Pay the initial payment of US$1.75 million, due under the agreement for the acquisition of the copper waste rock dump announced on 12 December 2023 detailed above and progress resource and process design (a total of c.US$4.5m).
• Expand the sulphide recovery circuits at the Company's Sable Refinery to accommodate increased sulphide concentrate production from newly acquired projects (c.US$5.7m).
• Progress the project development phase of the Mufulira slag project, with early-stage bulk trial and processing (c.US$2.5m).
• For general working capital purposes.

Placing Details

• Placing of new Ordinary Shares to raise approximately £10 million (approximately US$12 million) (before expenses).
• Placing to be conducted via an accelerated bookbuild process launching immediately following this Announcement.
• The Placing is conditional upon the passing of the Resolution at the General Meeting.
• The Placing Shares, assuming full take-up and completion of the Placing, will represent approximately 6.23 per cent. of the Enlarged Share Capital.
• The Placing Price represents:

o a zero per cent. discount to the 30-day volume-weighted average price; and

o a discount of approximately 19 per cent. to the Closing Price of 6.8 pence per Ordinary Share on 14 December 2023, being the latest practicable date prior to the publication of this Announcement.

Leon Coetzer, CEO of Jubilee, commented:

"Jubilee's copper portfolio continues to expand in Zambia as demonstrated by our ability to secure what we believe to be the best waste rock projects. The partnership announced recently with Abu Dhabi based IRH is a hugely exciting new venture which has the potential to catapult our growth and copper production profile. This partnership affords Jubilee the opportunity to accelerate its copper from waste production profile without the associated capital burden.

The money raised will allow us to accelerate the manufacturing of our new copper modules on these new projects and importantly secure the long lead items with suppliers in what is a tight market for key materials. The funds will also allow us to expand our plant at Sable by increasing the copper sulphide capacity to meet the increase in volumes.

This proposed fundraise is in addition to our existing funded growth projects in South Africa and Zambia. By fast-tracking this new waste rock project, we will be able to bring forward production and revenues quicker than funding from existing cash flow."

The Placing

The Placing is being conducted by WH Ireland and Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg") as joint brokers and joint bookrunners in relation to the Placing (the "Joint Brokers"). A placing agreement has been entered into between the Company and the Joint Brokers in connection with the Placing (the "Placing Agreement").

The Placing is not being underwritten and the allotment and issue of the Placing Shares is conditional, inter alia, upon:

• the passing, without amendment, of the Resolution, at the General Meeting;
• Admission becoming effective by no later than 8.00 a.m. on 4 January 2024 (or such other time and/or date, being no later than 8.00 a.m. on 15 February 2024, as the Joint Brokers and the Company may agree);
• the conditions in the Placing Agreement being satisfied or (if applicable) waived; and
• the Placing Agreement not having been terminated in accordance with its terms prior to Admission.

The Placing Shares will be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares then in issue, including the right to receive all future distributions, declared, paid or made in respect of the Ordinary Shares from the date of Admission. The Placing Shares will represent approximately 6.23 per cent. of the Enlarged Share Capital.

Subject to satisfaction of the relevant conditions, it is expected that Admission will become effective, and dealing in the Placing Shares will commence, at 8.00 a.m. (London time) on 4 January 2024.

The Joint Brokers have the right to terminate the Placing Agreement in certain circumstances prior to Admission, including (but not limited to): in the event that any of the warranties set out in the Placing Agreement are not true and accurate when given or the Company fails to comply with any of its obligations prior to Admission. The Joint Brokers may also terminate the Placing Agreement if there has been a material adverse change in national or international financial, political, economic, monetary or stock market conditions (primary or secondary) or an imposition of or compliance with any law or governmental or regulatory order, rule, regulation, restriction or direction which, in the opinion of the Joint Brokers, makes it impractical or inadvisable to proceed with the Placing or Admission. If this termination right is exercised or if the conditionality in the Placing Agreement is not satisfied, the Placing will not proceed.

The timing of the closure of the Bookbuild, the number of Placing Shares and the allocation of the Placing Shares between Placees is to be determined at the discretion of the Company and the Joint Brokers.

A further announcement will be made following the closure of the Bookbuild, confirming the results of the Placing and a circular convening the General Meeting to consider the Resolution is expected to be despatched shortly thereafter.

APPENDIX I

Expected Timetable of Principal Events

*conditional on the passing of the Resolution at the General Meeting and the Placing Agreement otherwise having become unconditional and not having been terminated in accordance with its terms.

Each of the times and dates set out in the above timetable and mentioned in this Announcement are subject to change by the Company, in which event details of the new times and dates will be notified to Placees by the Joint Brokers or by an announcement through a Regulatory Information Service, as the case may be.

APPENDIX II

Definitions

The following definitions apply throughout this Announcement unless the context otherwise requires:

APPENDIX III

Information to Distributors

Each of the UK Target Market Assessment and the EU Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment and the EU Target Market Assessment, the Joint Brokers will only procure investors who meet the criteria of professional clients and eligible counterparties each as defined under COBS or MiFID II, as applicable.

These terms and conditions apply to persons making an offer to acquire Placing Shares and should be read in their entirety. Each Placee hereby agrees with the Joint Brokers and the Company to be bound by these terms and conditions. A Placee shall, without limitation, become so bound if the Joint Brokers confirms to such Placee its allocation of Placing Shares.

Details of the Placing Agreement and the Placing Shares

The Joint Brokers and the Company have entered into a Placing Agreement, under which the Joint Brokers have, on the terms and subject to the conditions set out therein, undertaken to use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price. The Placing is not being underwritten by the Joint Brokers 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, are at the discretion of the Joint Brokers, following consultation with the Company. Allocations will be confirmed orally or by email by the Joint Brokers following the close of the Placing. 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

Application will be made to the London Stock Exchange for admission to trading on AIM of the Placing Shares. Subject (amongst other things) to the passing of the Resolution, it is expected that settlement of any such shares and Admission will become effective at 8.00 a.m. on 4 January 2024 and that dealings in the Placing Shares will commence at that time.

Placing

The Joint Brokers will today commence an accelerated bookbuilding process to determine demand for participation in the Placing by potential Placees at the Placing Price. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

The Joint Brokers and the Company shall be entitled to effect the Placing by such alternative method to the Placing as they may, in their discretion, determine.

The principal terms of the Placing are as follows:

• The Joint Brokers are arranging the Placing as agent for, and Joint Brokers 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 the Joint Brokers.
• The bookbuild, if successful, will establish the number of Placing Shares to be issued at the Placing Price, which will be determined by the Joint Brokers, in consultation with the Company, following completion of the Placing. The results of the Placing, including the number of Placing Shares, will be announced on a Regulatory Information Service following completion of the Placing.
• To bid in the Placing, prospective Placees should communicate their bid by telephone to their usual contact at either of the Joint Brokers. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe. Bids may be scaled down by the Joint Brokers on the basis referred to in paragraph 8 below.
• The timing of the closing of the Placing will be at the discretion of the Joint Brokers. The Company reserves the right to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.
• Allocations of the Placing Shares will be determined by the Joint Brokers, following consultation with the Company. Each Placee's allocation will be confirmed to Placees orally, or by email, by the Joint Brokers following the close of the Placing and a trade confirmation or contract note will be dispatched as soon as possible thereafter. Oral or emailed confirmation from either of the Joint Brokers will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of the Joint Brokers and the Company, under which it agrees to acquire by subscription the number of Placing Shares allocated to it at the Placing Price and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Articles. Except with the Joint Broker's consent, such commitment will not be capable of variation or revocation.
• Subject to paragraphs 4 and 5 above, the Joint Brokers may choose not to accept bids and/or to accept bids, either in whole or in part, on the basis of allocations determined at its discretion (after consultation with the Company) and may scale down any bids for this purpose on such basis as it may determine. The Joint Brokers may also, notwithstanding paragraphs 4 and 5 above, subject to the prior consent of the Company, allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time.
• A bid in the Placing will be made on the terms and subject to the conditions in the Announcement (including this Appendix) and will be legally binding on the Placee on behalf of which it is made and, except with the Joint Broker's consent, will not be capable of variation or revocation from the time at which it is submitted.
• Except as required by law or regulation, no press release or other announcement will be made by the Joint Brokers or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
• All obligations of the Joint Brokers under the Placing will be subject to fulfilment of the conditions referred to below "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate the Placing Agreement".
• To the fullest extent permissible by law and the applicable rules of the FCA, neither the Joint Brokers, 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 the Joint Brokers, 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 Joint Broker's conduct of the Placing or of such alternative method of effecting the Placing as the Joint Brokers and the Company may determine.
• The Placing is not subject to any minimum fundraising and no element of the Placing is underwritten by the Joint Brokers or any other person.

Conditions of the Placing

The Joint Broker's obligations under the Placing Agreement are conditional on, inter alia:

• the Resolution having been duly passed at the General Meeting;
• the issue and allotment of the Placing Shares, conditional only upon Admission;
• Admission becoming effective by no later than 8.00 a.m. on 4 January 2024 or such other date and time as may be agreed between the Company and the Joint Brokers, not being later than 8.00 a.m. on 15 February 2024 (the "Long Stop Date"); and
• the Placing Agreement not having been terminated by the Joint Brokers in accordance with its terms.

If: (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by the Joint Brokers by the respective time or date where specified (or such later time or date as the Joint Brokers may notify to the Company, being not later than the Long Stop Date); (ii) any of such conditions becomes incapable of being fulfilled; or (iii) 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 Joint Brokers may, at its discretion and upon such terms as it thinks fit, waive, or extend the period for (subject to the 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 condition relating to Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

Neither the Joint Brokers, 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 Joint Brokers.

Right to terminate the Placing Agreement

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

• there has been, or is reasonably likely to occur, a material adverse change in national or international monetary, political, financial or economic conditions or currency exchange rates or foreign exchange controls which in the opinion of the Joint Brokers has a material and adverse effect on the Placing or otherwise render the Placing temporarily or permanently impracticable or inadvisable.

The rights and obligations of the Placees will not be subject to termination by the Placees or any prospective Placees at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by the Joint Brokers of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Joint Brokers and that the Joint Brokers need not make any reference to Placees in this regard and that neither the Joint Brokers nor any of its respective affiliates shall have any liability to Placees whatsoever in connection with any such exercise or failure so to exercise.

No Admission Document or Prospectus

Registration and Settlement

Following closure of the Placing, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation or contract note in accordance with the standing arrangements in place with the Joint Brokers, stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee (in pounds sterling) and a form of confirmation in relation to settlement instructions.

Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by the Joint Brokers in accordance with the standing CREST settlement instructions which they have in place with the Joint Brokers.

Settlement of transactions in the Placing Shares (ISIN: GB0031852162) following Admission will take place within CREST provided that, subject to certain exceptions, the Joint 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.

Interest is chargeable daily on payments not received from Placees on the due date(s) in accordance with the arrangements set out above at the rate of 4 percentage points above the prevailing Bank of England base rate as determined by the Joint Brokers.

Each Placee is deemed to agree that, if it does not comply with these obligations, the Joint Brokers may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Joint Broker's account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable and shall indemnify the Joint Brokers on demand for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on the Joint Brokers such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which the Joint Brokers lawfully takes in pursuance of such sale. Legal and/or beneficial title in and to any Placing Shares shall not pass to the relevant Placee until it has fully complied with its obligations hereunder.

Representations, Warranties and Further Terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) irrevocably makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to the Joint Brokers for themselves and on behalf of the Company:

• that the exercise by the Joint Brokers of any right or discretion under the Placing Agreement shall be within the absolute discretion of the Joint Brokers and the Joint Brokers need not have any reference to it and shall have no liability to it whatsoever in connection with any decision to exercise or not to exercise any such right and each Placee agrees that it has no rights against the Joint Brokers or the Company, or any of their respective officers, directors, employees agents or advisers, under the Placing Agreement pursuant to the Contracts (Rights of Third Parties Act) 1999;
• that these terms and conditions represent the whole and only agreement between it, the Joint Brokers and the Company in relation to its participation in the Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, each Placee, in accepting its participation in the Placing, is not relying on any information or representation or warranty in relation to the Company or any of its subsidiaries or any of the Placing Shares other than as contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares. Each Placee agrees that neither the Company, the Joint Brokers nor any of their respective officers, directors or employees will have any liability for any such other information, representation or warranty, express or implied;
• that neither it nor, as the case may be, its clients expect the Joint Brokers to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the FCA's Conduct of Business Source Book, and that the Joint Brokers is not acting for it or its clients, and that the Joint Brokers will not be responsible for providing the protections afforded to customers of the Joint Brokers or for providing advice in respect of the transactions described herein;
• that it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and that it shall not be entitled to rely upon any material regarding the Placing Shares or the Company (if any) that the Joint Brokers or the Company or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, other than the information in this Announcement and the Publicly Available Information; nor has it requested any of the Joint Brokers, the Company or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;
• that neither the Joint Brokers nor the Company nor any of their respective affiliates, agents, directors, officers or employees has made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information;
• that it is entitled to subscribe for and/or purchase Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all governmental and other consents which may be required thereunder or otherwise and complied with all necessary formalities and that it has not taken any action which will or may result in the Company or the Joint Brokers or any of their respective directors, officers, employees or agents acting in breach of any regulatory or legal requirements of any territory in connection with the Placing or its acceptance;
• that where it is acquiring Placing Shares for one or more managed accounts, it is authorised in writing by each managed account: (a) to acquire the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and the Announcement of which it forms part; and (c), if applicable, to receive on its behalf any investment letter relating to the Placing in the form provided to it by the Joint Brokers;
• that, unless otherwise agreed by the Joint Brokers, it is a Qualified Investor;
• that, unless otherwise agreed by the Joint Brokers, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook and it is purchasing Placing Shares for investment only and not with a view to resale or distribution;
• that any money held in an account with the Joint Brokers (or their respective nominees) on its behalf and/or any person acting on its behalf will not be treated as client money within the meaning of the rules and regulations of the FCA. Each Placee further acknowledges that the money will not be subject to the protections conferred by the FCA's client money rules. As a consequence, this money will not be segregated from the Joint Brokers' (or their respective nominees') money in accordance with such client money rules and will be used by the Joint Brokers in the course of its own business and each Placee will rank only as a general creditor of the Joint Brokers;
• that it appoints irrevocably any director of either of the Joint Brokers as its agent for the purpose of executing and delivering to the Company and/or its registrars any document on its behalf necessary to enable it to be registered as the holder of the Placing Shares;
• that the Announcement does not constitute a securities recommendation or financial product advice and that neither the Joint Brokers nor the Company has considered its particular objectives, financial situation and needs;
• that it will indemnify and hold the Company and the Joint 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 the Joint 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 Joint Brokers and the Company. All confirmations, warranties, acknowledgements and undertakings given by the Placee, pursuant to this Announcement (including this Appendix) are given to the Joint Brokers for itself and on behalf of the Company and will survive completion of the Placing and Admission;
• that time shall be of the essence as regards obligations pursuant to this Appendix;
• that (i) it has complied with its obligations under the Criminal Justice Act 1993, FSMA and UK MAR, (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (information on the Payer) Regulations 2017 (as amended) and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA and (iii) it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the United States Department of State; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations (together, the "Regulations"); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to the Joint Brokers such evidence, if any, as to the identity or location or legal status of any person which the Joint Brokers may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by the Joint Brokers on the basis that any failure by it to do so may result in the number of Placing Shares that are to be subscribed for by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Joint Brokers may decide in its absolute discretion;
• that the Joint Brokers owe no fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;
• that the Joint Brokers may, in their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares;
• undertakes that it (and any person acting on its behalf) will make payment in respect of the Placing Shares allocated to it in accordance with this Appendix on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other acquirers or sold as the Joint Brokers may in their sole discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds of such sale falls short of the product of the Placing Price and the number of Placing Shares allocated to it and may be required to bear any stamp duty, stamp duty reserve tax or other similar taxes (together with any interest or penalties) which may arise upon the sale of such Placee's Placing Shares;
• that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to acquire, and that the Joint Brokers and/or the Company may call upon it to acquire a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum; and

The agreement to settle a Placee's subscription and/or purchase (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company or the Joint Brokers will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Joint Brokers in the event that any of the Company and/or the Joint Brokers have incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify the Joint Brokers accordingly.

All times and dates in this Announcement (including the Appendices) may be subject to amendment. The Joint Brokers shall notify the Placees and any person acting on behalf of the Placees of any changes.