Rules for Private Market

Rules for the PISCES Venue 1

Introduction 2

Important Notes: 2

Definitions 3

Risk Warnings 5

Section 1 - General Rules for Participants in the PISCES Venue 5

Section 2 - Statement of Principles for Companies 6

Section 3 - Legal Advisor 6

Section 4 - Admission to the Venue 7

Eligibility Criteria 7

Section 5 - Disclosure Requirements for PISCES 7

Core Disclosures 7

Re-using previously disclosed information 10

Corrections to PISCES disclosure information 10

Disclosure of additional information (“Sweeper Model”) 10

Voluntary Disclosures

Timing of disclosures 10

Disclosure publication and access 11

Section 6 - Admission Obligations and Ongoing Disclosures 11

Section 7 - Onboarding Process 11

Section 8 - Trading and Venue Principles 12

Additional trading and Venue principles for PISCES 13

Permissioned Trading Event 13

Section 9 - Suspensions and Termination 14

Section 10 - Investigations, Sanctions, and Discipline 14

Section 11 - Complaints 15

These Venue Rules (“Rules”) govern participation on the JP Jenkins platform (www.jpjenkins.com) (the “Venue”) and apply to companies ("Company") seeking to admit shares for trading in the PISCES (Private Intermittent Securities and Capital Exchange System) Venue.

PISCES is an initiative designed to provide private companies with a formal mechanism to facilitate intermittent trading of their shares through structured trading blocks or auction windows. It enables companies to offer liquidity to shareholders without pursuing a public listing, under a proportionate and clearly defined regulatory framework.

PISCES rules apply to companies admitted under the FCA-authorised framework and to all participants involved in intermittent trading. The transfer of shares that takes place on a PISCES market are exempt from stamp duty tax.

JP Jenkins reviews these Rules annually and communicates updates in advance. Regulatory changes will be communicated as soon as practicable. Failure to comply with these Rules may result in suspension or termination of access.

Important Notes:

• JP Jenkins is not regulated as a Recognised Investment Exchange (RIE), Multilateral Trading Facility (MTF), or regulated market under MiFID.
  
  
• Securities traded on the Venue are unlisted and not admitted to any public exchange.
  
  
• JP Jenkins holds a PISCES authorisation Notice (PAN: 25002 ) for admissions to the JP Jenkins PISCES Venue. JP Jenkins is authorised and regulated by the Financial Conduct Authority under FRN 1037394.

All enquiries should be directed to: info@jpjenkins.com

Definitions

Unless the context otherwise requires:

Admission Committee: The internal JP Jenkins body responsible for reviewing and approving applications for admission to the Venue.

AML: Anti-Money Laundering compliance as required under UK regulations.

Approved Intermediary: An FCA-authorised broker or intermediary approved by JP Jenkins to facilitate Investor access and participation on the Venue.

Auction Day: The designated business day on which an Auction Trading Event is scheduled to take place.

Auction Trading Event: A Trading Event in which orders are accumulated during the Limit Order Period and uncrossed at a predetermined time on the designated Auction Day, unless otherwise specified by JP Jenkins.

Certificateless Registry for Electronic Share Transfer (CREST): The UK’s central securities depository, operated by Euroclear UK & International, which provides electronic settlement of UK, Irish, and international securities. CREST enables delivery-versus-payment settlement and maintains the legal register of securities ownership for dematerialised holdings.

Circuit Breaker: A temporary suspension of order matching in a security when the indicative execution price deviates beyond a pre-set percentage threshold from the previous closing price, as determined under these Rules.

Company: A private company whose securities are admitted or are in the process of being admitted to trading on the JP Jenkins Venue.

Data: All information and documentation submitted or made available by Companies and participants, including financial records, disclosures, and transaction records.

Disclosure Arrangements: The framework established by JP Jenkins under which core and voluntary disclosures of a PISCES Company are made available to Approved Intermediaries through the secure Portal, subject to access controls and in accordance with these Rules.

FCA: The Financial Conduct Authority, the conduct regulator for financial services firms and financial markets in the United Kingdom.

Intermittent Trading Event: A Trading Event held during a defined period, during which orders may be submitted, matched, and uncrossed between 08:00 and 16:30 GMT.

Investor: A purchaser or seller of a Company’s shares admitted to the Venue, who has been assessed and confirmed by an Approved Intermediary as eligible to participate in such investments.

KYC: Know Your Customer due diligence processes to verify the identity and legitimacy of companies and participants.

Limit Order: An instruction to buy or sell a specified quantity of a security at a stated price or better.

Matching: The process by which compatible buy and sell orders are aligned for execution on the Venue.

Permissioned Trading Criteria: The criteria set by the Company to determine which Investors or Approved Intermediaries may participate in a Permissioned Trading Event.

Permissioned Trading Event: A Trading Event which is open only to Investors who meet the Permissioned Trading Criteria.

PISCES: A regulated intermittent trading mechanism under the Private Intermittent Securities and Capital Exchange System framework introduced by the FCA and HM Treasury.

PISCES Venue: The regulated intermittent trading Venue operated by JP Jenkins, which facilitates secondary trading of private company shares through structured Trading Windows or auction events.

Qualifying Individual: A natural person who meets the eligibility criteria specified in Article 6 of the Financial Services and Markets Act (PISCES Sandbox) Regulations 2025, and who is included on the list maintained by a PISCES Company in accordance with those Regulations.

Requests for Quotes (RFQs): A non-binding expression of interest by a participant to buy or sell a specified quantity of a security, submitted by a participant to obtain a firm price or quote for the purchase or sale of a specified quantity of a PISCES security.

Service Agreement: The contractual agreement between JP Jenkins and a Company outlining the terms of participation.

Settlement Agent: An external entity or provider responsible for settling trades executed via the Venue.

Statement of Truth: A formal declaration confirming the accuracy and completeness of all information submitted to JP Jenkins by the Company.

Trading Event: The PISCES trading event which may take the form of: i. Intermittent trading or ii. Monthly auction.

Trading Window: The period of time during a Trading Event in which orders may be entered, amended, or cancelled on the Venue, and during which matching and execution of trades may occur, in accordance with these Rules.

Uncrossed: The point in time, or defined period, during a Trading Event when accumulated orders are matched and executed in accordance with the Venue’s auction or intermittent trading formats.

Venue: The platform operated by JP Jenkins for trading in PISCES shares.

Risk Warnings

• JP Jenkins does not guarantee the accuracy of information provided by Companies on the Venue.
  
  
• Investors, Approved Intermediaries, and other Venue users are responsible for conducting their own due diligence and seek appropriate legal, tax, or investment advice.
  
  
• JP Jenkins does not offer investment advice and does not verify the accuracy, completeness, or reliability of any Company submitted content.
  
  
• All data made available on the Venue is sourced from the Company and validated under a signed Statement of Truth.
  
  
• Investing in unlisted securities involves high risk. Investors should be prepared to lose the entire amount invested and should only proceed if fully aware of and able to bear these risks.

Section 1 - General Rules for Participants in the PISCES Venue

1.1 The Venue offers two primary Trading Event formats:

• Intermittent Trading - trading events held over a defined period as specified in advance. The defined period is up to five (5) consecutive business days each calendar month.
• Monthly Auction - orders are accumulated during the period leading up to, and executed at, a single auction event once per calendar month.

1.2 Unless otherwise specified, Trading Windows operate from 08:00 to 16:30 GMT (adjusted for daylight saving). This is the time that trade orders can be submitted.

1.3 For an Intermittent Trading Event, orders may be submitted, matched, and uncrossed between 08:00 and 16:30 GMT, as specified in advance by the PISCES Company and published on the relevant Company Page on www.jpjenkins.com.

1.4 For an Auction Trading Event, orders may be submitted and accumulated throughout the calendar month. All accumulated orders will be uncrossed at a predetermined time on the designated Auction Day.

1.5 During any Trading Window, the Venue will accept Limit Orders and Requests for Quote (RFQs) in accordance with the applicable trading format.

1.6 Variations to Trading Window hours may be made under Rule 8.2.

1.7 For secondary market transactions, the starting price is established by either the most recent trade price on a public market (where applicable), the most recent funding round price, provided it

remains current, or via an independent third-party valuation. The Venue does not set or influence prices.

1.8 JP Jenkins does not trade as a participant. All trades are conducted between a buyer and seller via an Approved Intermediary.

1.9 Clearing and custody are handled by an independent provider. All admitted shares will be settled bilaterally in Certificateless Registry for Electronic Share Transfer (CREST).

1.10 Settlement occurs on a T+2 basis. Circuit breakers apply where the indicative execution price deviates by more than 5% from the previous closing price, unless an alternative threshold is approved by the Venue.

Section 2 - Statement of Principles for Companies

The JP Jenkins Admission Committee (“The Committee”) demands that all Companies admitted to the Venue adhere to the following principles established to safeguard the interests of current and future shareholders.

These principles serve as the primary guidelines for JP Jenkins admitted Companies:

2.1 Maintain an open and professional relationship.

2.2 Ensure directors uphold ethical standards.

2.3 Provide accurate and complete disclosures.

2.4 Promptly disclose all price-sensitive information to JP Jenkins for publication.

2.5 Comply fully with these Rules.

2.6 Implement corporate governance procedures suitable for the Company’s size and structure, with appropriate committees in place to support Board decisions.

2.7 Meet all legal and regulatory requirements before and after admission to the Venue.

Section 3 - Legal Advisor

3.1 Appointing a Legal Advisor (“Advisor”) is optional. It is recommended that applicants consider retaining a qualified Advisor to support them throughout the admission process and provide guidance on their obligations once admitted.

3.2 JP Jenkins can provide a list of approved Advisors upon request.

3.3 Advisors may act on a Company’s behalf during applications.#

3.4 Companies should notify JP Jenkins of changes in their Advisor’s status.

Section 4 - Admission to the Venue

Eligibility Criteria

4.1 In order to be considered for the Venue, a Company must:

1. Confirm that a shareholder resolution has been passed to join the Venue and confirmation that admitted securities are freely transferable and pre-emption rights disapplied in order to be admitted into CREST.
2. Confirm that any class of shares admitted on the Venue has not been admitted to trade on another regulated market or a multilateral trading facility or an organised trading facility (or equivalent) in the UK or overseas.
3. Make changes to key constitutional documents to allow the Company admission to the Venue.
4. Have a minimum of two (2) active directors.
5. Have a minimum of five (5) shareholders.
6. Demonstrate that directors are suitably experienced and possess the capacity to exercise effective financial oversight, by disclosing the identity and details of each director and member of senior management, including relevant experience, and current role within the Company.
7. Comply with the Onboarding process (see Section 7).

4.2 Consolidation of Eligibility Requirements
The minimum Eligibility Criteria set out in this Section 4 constitute the definitive policy requirements for admission of a Company to the JP Jenkins PISCES Venue.

Section 5 - Disclosure Requirements for PISCES

Core Disclosures

5.1 In addition to the eligibility criteria, a Company seeking admission to the PISCES Venue must submit the following core disclosures to meet FCA regulatory requirements. Such core disclosures must be provided or updated prior to each PISCES Trading Event:

5.1.1 Business Overview: A summary of corporate structure, principal activities, markets, and material dependencies as well as the registered name of the Company, where it is registered and its contact details.

5.1.2 Management Overview: Details and biographies of directors and senior management, including any relevant disclosures (e.g. conflicts of interest, convictions in relation to fraudulent offences, bankruptcies, receiverships, liquidations or sanctions for at least the previous five (5) years).

5.1.3 Financial Information: Financial statements for the past three (3) years or for the period since incorporation (whichever is shorter), specifying whether the financial statements have been audited and, if so, including the auditors’ reports. If the latest disclosed financial statements relate to a period more than 12 months before the start of the PISCES Trading Event, interim financial

statements or management accounts to at least 12 months before the start of the PISCES Trading Event. Where management accounts are provided, they must include a clear disclaimer stating that such accounts are not subject to the same standards applicable to financial statements.

5.1.4 Capital Structure & Ownership Rights: Information on the Company’s full capital structure, ownership and rights including provisions in the Articles of Association (or equivalent constitutional document), shareholder agreements, governance arrangements, and details of shareholder rights.

5.1.5 Share Information: Information about the shares in the Company which must include;

1. the share capital. This should specify:

i) the amount of issued capital and, for each class of share capital

• the total of the Company’s authorised share capital;
• the number of shares issued and fully paid and issued but not fully paid; and
• the par value per share or, if the shares have no par value, a statement to that effect.

ii) where there are shares not representing capital, the number and the main characteristics of such shares.

iii) the amount of any convertible securities, exchangeable securities or securities with warrants, with an indication of the conditions governing, and the procedures for, conversion, exchange or subscription; and

iv) information about, and terms of, any acquisition rights, and/or obligations over authorised but unissued capital, or an undertaking to increase the capital;

1. the rights attached to the shares, including voting rights, any pre-emption or other preferential rights, options, warrants, limitations and arrangements for exercising rights;
2. the different share classes and the seniority and rights attached to those shares, including in an insolvency situation;
3. the dividend policy; and
4. any restrictions on the future transferability of the shares.

5.1.6 Employee Share Schemes: Information of any employees share scheme, including:

(i) any rights granted to directors to acquire shares, with a description of the relevant shares and the aggregate number and value;

(ii) any commitments to issue new shares in the future to satisfy awards under the scheme; and (iii) any commitments to support the scheme by funding a trust established for the benefit of employees, former employees, members of the workforce, and/or their dependents.

5.1.7 Directors’ Transactions: Disclosure of all directors’ trades in the last twelve (12) months, including trade date, price, number of shares, class of shares, and name of director. Disclosure must also include directors’ intended trades in advance of the Trading Event (buy
or sell) and the likely volume.

5.1.8 Material Contracts: A summary of all material contracts not entered into in the ordinary course of business.

5.1.9 Previous Share Capital Raises: A summary of all share issuances in the past three (3) years, including date, class of share, issue price, and amount raised.

5.1.10 Key Material Risk Factors: Identification of principal risks relating to the Company and its securities. The materiality of the risks must be based on the probability of their occurrence and the expected magnitude of their negative impact.

5.1.11 Significant Financial Changes: Details of any material changes since the last published
annual or interim financial statements.

5.1.12 Major Shareholders: Disclosure details of:
(i) any person holding (directly or indirectly) more than 25% of shares or voting rights;
(ii) any person with the right to appoint or approve a majority of the board;
(iii) any person exercising, or entitled to exercise, significant influence or control;
(iv) any trustees of a trust or members of a firm (not being a legal person) meeting these conditions and exercising significant control over that trust or firm; and
(v) where, despite taking reasonable steps, such persons cannot be identified, a statement to that effect with an explanation. For these purposes, shares held by a nominee are treated as held by the person for whom they act.

As an alternative to disclosing the information set out in Rule 5.1(12) Major Shareholders, a Company admitted to the Venue may instead disclose its register of Persons with Significant Control (PSC), where such a register is required to be maintained under applicable law. This does not apply where a Company is not required to maintain a PSC register (for example, a Company incorporated outside the United Kingdom). In such cases, the Company must comply with the disclosure requirements set out in Rule 5.1(12) Major Shareholders.

5.1.13 Price Parameters:
The Company must confirm whether price parameters are being applied to the Trading Event, including details of any floor and/or ceiling prices, the basis for their determination, and any changes from the previous PISCES Trading Event.

Disclosure of Valuation Methodology:
Where price parameters or indicative valuations are included in a disclosure document, the Company must state whether such parameters were determined internally or through an independent third-party evaluation. Where applicable, the identity of the third-party valuer must also be disclosed.

Where price parameters have been amended from a prior event, the Company must also provide a short written rationale for the amendment (for example, change in valuation reference point, recent capital raise, material disclosure, or measures to support orderly trading).

This rationale will be made available to Approved Intermediaries together with the Trading Event information.

5.1.14 Trading Event Commitments: Confirmation of any pre-agreed or intended future PISCES Trading Events together with indications as to when and how often.

5.1.15 Last Trading Event: Most recent traded price and volume (if applicable).

5.1.16 Related Party Transactions: Information of any related party transactions occurring within the last 12 months that are material to the financial performance of the Company or the rights attached to the shares (if applicable).

5.1.17 Disclosure Contact: Designation of a responsible person for managing regulatory disclosures.

5.2 A Company may omit core information in exceptional circumstances, including where the Company does not have access to the information, where disclosure would likely prejudice the

legitimate interests of the Company, where contractual arrangements with other parties prevent such disclosure, or where the information is not relevant to it. A Company that omits any item of information required under the disclosure rules must provide a statement specifying which information has been omitted and a legitimate explanation of the reason for the omission.

5.3 Company disclosure omissions do not apply to the items set out in Rule 5.1(7) Directors’ Transactions and Rule 5.1(12) Major Shareholders except that, in relation to Rule 5.1(12) only, disclosure may be omitted where there is a reasonable belief that if an individual’s details are disclosed then the activities of the Company, or one or more characteristics or personal attributes of that person when associated with the Company will put that person at serious risk of being subjected to violence or intimidation.

Re-using previously disclosed information

5.4 A Company may re-use information disclosed in a previous PISCES Trading Event where such information remains accurate, current, and unchanged, provided that:

1. The Company clearly identifies each item of information that has been re-used.
2. The Company includes an explicit statement confirming that the information remains accurate and up to date as at the date of the current PISCES Trading Event.

Corrections to PISCES disclosure information

5.5 If, prior to the close of a PISCES Trading Event, a Company becomes aware of any material new development, or of any material mistake or inaccuracy in the disclosure information previously disclosed or communicated to the Venue, the Company must, as soon as possible:

• Notify the Venue immediately at info@jpjenkins.com

5.6 Should JP Jenkins be made aware of any changes to the disclosures during the Disclosure Period, JPJenkins will notify the Approved Intermediaries, remove all existing orders which may exist and publish a new calendar for the trading event, thus restarting the event.

5.6.1 Modifications to Disclosure Materials

(a) Where a Company modifies or supplements any disclosure information previously issued, JP Jenkins will require that such modification is disseminated by all Approved Intermediaries to eligible investors within two (2) business days of notification.

(b) If a modification is made less than two (2) business days before a scheduled PISCES Trading Event, that event shall be postponed or cancelled to maintain compliance with disclosure-timing requirements and investor-equality principles.

(c) JP Jenkins will communicate postponements or cancellations promptly to the Company and all participating intermediaries.

Disclosure of additional information (“Sweeper Model”)

5.7 JP Jenkins operates a Sweeper Model facility, which requires a Company to disclose any other known information which the directors of the Company consider relevant for Investors in making their decision to trade in PISCES shares.

5.8 In determining whether information may be relevant, the directors must assess whether a reasonable Investor, acting prudently, would expect to be informed of the matter in question when considering an investment decision.

Such information may include, without limitation:

• significant changes in the Company’s financial condition or prospects;
• changes to the composition of the board or senior management;
• legal, regulatory, or tax matters which could have a material impact on the Company; and
• any other information which could materially influence the value of the Company’s securities or an Investor’s assessment of the Company’s governance or operations.

5.9 Company directors are collectively responsible for applying this assessment and ensuring that relevant information is disclosed in a timely and accurate manner under the Sweeper Model.

Voluntary Disclosures

5.10 A Company may, at its discretion, provide any additional voluntary disclosures, which must be clearly identified as a Voluntary Disclosure.

Timing of disclosures

5.11 A Company must provide all required PISCES Disclosure information no later than seven (7) business days prior to the commencement of the relevant Trading Event and ensure that all disclosures are made in sufficient time and manner to enable persons entitled to access that Trading Event to analyse and understand the information, having due regard to the type and nature of the Investors entitled to participate.

5.12 The Venue may set longer minimum disclosure periods for specific securities or Trading Events, taking into account the nature of the securities, the expected Investor base, and the complexity of the information.

5.13 Before each trading event, JP Jenkins will receive confirmation from the Approved Intermediary that disclosures have been sent using the Approved Intermediary's preferred method.

Disclosure publication and access

5.14 Disclosure obligations shall be implemented in accordance with the requirements of New Article 67A of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.

5.15 Disclosures shall be made available through the Venue’s designated Approved Intermediaries Portal on www.jpjenkins.com.

5.16 Core and additional disclosures will be secured behind an access-controlled environment, which may only be accessed by Approved Intermediaries registered with the Venue.

5.17 Approved Intermediaries must use a registered business email address and password in order to access disclosure materials.

5.18 Market Risk Warning

(a) All disclosure documents issued in connection with a PISCES Trading Event must include the standard JP Jenkins Market Risk Warning, prominently displayed on the first page or equivalent prominent position.

(b) The wording of the Market Risk Warning shall be prescribed by JP Jenkins from time to time and shall, at a minimum, alert investors to the risks associated with investing in unlisted and illiquid securities, including potential loss of capital and limited liquidity.

(c) JP Jenkins shall verify inclusion of the Market Risk Warning before approving any disclosure materials for circulation.

(d) Approved Intermediaries must ensure that no disclosure or promotional material relating to a PISCES Trading Event is distributed to investors unless the required Market Risk Warning is clearly displayed.

5.19 Control of Disclosure Dissemination

JP Jenkins does not control, influence or determine the timing, content, distribution, or dissemination of disclosures made by Companies using the Venue. Each Company is solely responsible for preparing, approving, and disseminating all required disclosures in accordance with applicable laws and regulations. JP Jenkins’ role is limited to receiving such disclosures for the purposes of making them available to Approved Intermediaries via the secure Portal. JP Jenkins does not exercise editorial oversight, verification, or approval of disclosure content and does not act as a publisher of Company information.

5.20 Record-Keeping Requirements

JP Jenkins, Approved Intermediaries and Companies must maintain complete and accurate records of all information, disclosures, acknowledgements, approvals, and communications made in connection with participation in the PISCES Venue. Such records must be retained for a minimum of six (6) years and be made available to the Financial Conduct Authority upon request. These obligations include, but are not limited to, records relating to: (i) dissemination of disclosures; (ii) modifications or updates to disclosure materials; (iii) Permissioned Trading Event criteria, approvals and communications; and (iv) any correspondence relevant to trading event integrity or investor access.

Section 6 - Admission Obligations and Ongoing Disclosures

6.1 If the Company, its directors, or Advisors become aware of any inaccuracies or omissions in the information provided, they must promptly notify JP Jenkins at info@jpjenkins.com. The Admission Committee will then decide whether admission can proceed and if any conditions should apply.

6.2 JP Jenkins may request a Company to disclose additional information if the core disclosures are not considered sufficient to adequately inform Investors.

6.3 Admission to the Venue does not guarantee the approval of subsequent share admissions.

6.4 Fees payable are governed in a separate written agreement between the Company and JP

Jenkins (the “Service Agreement”).

6.5 Admission of securities and execution of transactions on the Venue will only proceed upon full

payment of the applicable fees.

6.6 Companies must disclose any bankruptcies, sequestrations, criminal proceedings, or ongoing

legal matters involving its directors, along with any other material information that may impact the admission process or ongoing disclosure obligations.

Section 7 - Onboarding Process

7.1 As part of the onboarding process, the directors of the Company must:

1. Complete the applicable JP Jenkins admission forms accurately and in full.
2. Confirm that they have read, understood, and accepted the Venue Rules.
3. Execute a Mutual Confidentiality Agreement (MCA) with JP Jenkins for the purpose of financial validation (if required), or upon the Company’s own request. The necessity for an
   MCA is contingent on the specific situation and subject to mutual agreement between both parties.
4. Sign the Service Agreement as described in Section 6.4 of these Rules.
5. Submit Management Accounts covering the past two years (or audited accounts if available)
6. Undergo Anti-Money Laundering (AML) and Know Your Customer (KYC) checks on each Company director.
7. Identify any shareholders holding 25% or more of the Company’s issued share capital.
8. Apply conditionality test for referenced share price/valuation
9. Submit a copy of the Company’s certificate of incorporation.

7.2 Admission to the Venue does not constitute an endorsement of the Company or its securities.

Section 8 - Trading and Venue Principles

8.1 Companies are responsible for setting the reference price for its securities admitted to the Venue.

8.2 Companies may request customisation of specific elements of their presence on the Venue (subject to approval). These may include:

• Minimum and/or maximum transaction size in GBP (£)
• Custom Trading Window hours
• Circuit breaker thresholds

8.3 JP Jenkins provides services exclusively to Approved Intermediaries and does not engage directly with Investors.

8.4 JP Jenkins reserves the right to reject any order that violates the Rules or is deemed to compromise the interests of the Company, Approved Intermediary, or Investors.

8.5 To protect the integrity of the Venue, automated safeguards such as circuit breakers are in place.

8.6 JP Jenkins transacts solely with Approved Intermediaries authorised and regulated by the Financial Conduct Authority (FCA) or equivalent third party regulator.

8.7 Existing shareholders or individual clients considered sophisticated, high net worth, or professional Investors as well as institutional or corporate Investors must submit orders electronically via an Approved Intermediary.

8.8 Approved Intermediaries may submit buy or sell orders on behalf of their clients, specifying the quantity of securities to buy or sell and the price at which they are prepared to trade. Buy orders and sell orders are matched by the Venue on a first-come, first-served basis, with the following rules applied:

• A sell order will be matched with the oldest matching buy order.
• A buy order is matched with the oldest matching sell order, on a full or partial fill basis.
• If there are two or more possible matching buy orders, the buy order with the highest offer price takes precedence.
• If two or more matching buy orders have the same offer price then the buy orders will be matched in the order of the oldest to the newest.
• Orders may be modified or deleted during trading hours. A modified order loses its original time priority and is treated as a new submission.

8.9 Approved Intermediaries are responsible for managing client accounts, safekeeping of client assets, and meeting all relevant transaction reporting obligations.

Additional trading and Venue principles for PISCES

8.10 During each Trading Event:

• Orders are legally binding at the point of matching.
• Auction schedules, deadlines, and settlement timelines are presented on the respective Company Page on www.jpjenkins.com.
• Companies have discretion to define price parameters and circuit breakers for each Trading Event.

8.11 All PISCES Companies must:

• Acknowledge and agree that the Venue only facilitates the secondary trading of existing shares and does not permit the raising of new primary capital.
• Acknowledge and agree that share buybacks are not permitted within the Venue, and that all transactions must be conducted on a seller-to-buyer basis.
• Disclose to JP Jenkins, and make available to potential Investors, the methodology used to determine price parameters for each event. This will be displayed on the respective Company Page at www.jpjenkins.com.
• Establish and communicate a transparent, objective process for setting eligibility criteria and any access restrictions.
• Ensure that any restrictions are non-discriminatory and based solely on clear, objective factors, such as jurisdictional limitations, or promoting or protecting legitimate commercial interests.
• PISCES Companies must maintain a list of Qualifying Individuals as defined in Article 6 of FISMA (PISCES Sandbox) 2025 and make available to Approved Intermediaries on request.

Permissioned Trading Event

8.12 Where a Company intends to run a Permissioned Trading Event in its shares, the Company must set out the Permissioned Trading Criteria that must meet the following rules:

1. Any restriction on an Investor to buy shares is imposed for the purposes of promoting or protecting legitimate commercial interests of the Company.
2. Any restriction on an Investor from selling their shares is consistent with existing contractual obligations applicable to the Investor as a qualifying individual in relation to the Company.
   
   
3. Any restriction on an Approved Intermediary from participating in a Trading Event is imposed for the purposes of promoting or protecting the legitimate commercial interests of the Company.
   
   

8.13 The Company will be responsible for assessing whether the Investors, Approved Intermediaries or any other participants meet the Company’s Permissioned Trading Event criteria.

8.13.1 Communication of Permissioned Trading Restrictions

a) Where a PISCES Company imposes participation or trading restrictions for a Permissioned Trading Event, the Company must provide written notice to JP Jenkins at least five (5) business days before the event, detailing the Permissioned Trading Criteria and rationale.

b) Until the launch of the JP Jenkins Intermediaries Portal, the Venue will communicate such restrictions to all Approved Intermediaries via secure email.

c) Each Approved Intermediary will be required to acknowledge receipt of the notice and confirm that all client orders submitted for the event will comply with the stated restrictions.

d) A brief summary of the applicable restrictions will also be displayed on the relevant Company Page on jpjenkins.com for transparency.

e) Following implementation of the Portal, communication and acknowledgement will transition to the digital system, maintaining equivalent record-keeping and audit controls.

8.13.2 Alignment with PS 25/6 (3.2.2) and Compliance Oversight

a) All participation or trading restrictions imposed by a PISCES Company for a Permissioned Trading Event must comply with the access and proportionality requirements set out in the FCA’s Policy Statement 25/6 (PS 3.2.2).

b) JP Jenkins will only permit restrictions that are:
i. Objective and demonstrably linked to the nature of the event (for example, employee-only liquidity, shareholder-class eligibility, or jurisdictional limitations);
ii. Proportionate and non-discriminatory; and
iii. Consistent with the principles of open and fair access under the PISCES regime.

c) Prior to publication of any Permissioned Trading Event, the JP Jenkins Compliance team will review the proposed restrictions to confirm alignment with PS 25/6 (3.2.2) and record the rationale for approval.

d) JP Jenkins will maintain an auditable record of:
i. Each issuer’s request and supporting rationale;
ii. Compliance review and approval outcome; and
iii. Communication of the restriction to intermediaries.

e) Where a restriction is deemed inconsistent with PS 25/6 (3.2.2) or the PISCES Rules, the Company will be notified and required to revise or withdraw it prior to event commencement.

f) JP Jenkins will periodically review permissioned events and intermediary feedback to ensure ongoing alignment with the principles and intent of the PISCES framework.

Postponement, suspension or termination of a PISCES Trading Event

8.14 The Venue may postpone, suspend, or terminate a PISCES Trading Event in order to maintain fair and orderly markets. Such action may be taken where, in our reasonable opinion,

proceeding with the event could result in disorderly trading, inaccurate price formation, or where market integrity may be compromised.

Circumstances that may give rise to postponement, suspension, or termination include (but are not limited to):

• Disclosures submitted late or not at all within the required timeframes.
• Material disruption to market infrastructure or systems.
• Significant corporate announcements, events, or developments affecting the Company that could materially impact price discovery.
• Extreme volatility breaching the parameters of our circuit breaker mechanism.
• Evidence or suspicion of market abuse or other breaches of applicable law or regulation.
• Material inaccuracies in the Company’s information disclosures.
• Requests from the client, regulators, or other competent authorities.

8.15 In all cases, decisions are taken to protect market integrity and Investor confidence. The Venue will communicate promptly with connected Approved Intermediaries and, where applicable, the Company, to confirm the action taken and any requirements for resumption of trading.

8.16 Any decision to postpone, suspend, or terminate a PISCES Trading Event will be made public by the Venue on the respective Company Page at www.jpjenkins.com.

8.17 Pre-Trade Transparency

(a) During each Trading Window, JP Jenkins shall make available to all Approved Intermediaries, indicative information on current bid and offer prices and the aggregate depth of trading interest at those prices, as advertised through its systems.

(b) Such information shall be made available simultaneously to all intermediaries participating in the event to ensure fair and equal access.

(c) Summary indicative data may also be displayed on the public-facing JP Jenkins website for the duration of the Trading Event.

8.18 Post-Trade Transparency

(a) Following each PISCES Trading Event, JP Jenkins shall publish on its public website the uncrossing price, total volume executed, and time of execution..

(b) All post-trade information will be published as soon as technically practicable following the conclusion of the Trading Event and in any event within one hour of uncrossing.

8.19 Technology Disruptions and Market Notifications

(a) In the event of any system or connectivity issue that could affect order submission, transparency publication, or trade reporting, JP Jenkins shall immediately notify all intermediaries by email and via a notice on the JP Jenkins website.

(b) A post-incident summary of cause, duration, and remedial actions shall be made available to intermediaries and the FCA within 24 hours of restoration.

Section 9 - Suspensions and Termination

9.1 JP Jenkins or the Company may terminate their agreement and the admission of the Company’s shares to JP Jenkins in line with the Service Agreement.

9.2 JP Jenkins accepts no liability to the Company, its Approved Advisors or Intermediaries, security holders, prospective Investors, or any other party, arising from suspension or termination.

9.3 JP Jenkins and its affiliates may disclose information in their possession under the following circumstances:

• To assist in the investigation or prosecution of financial crime or other offences.
• To fulfil regulatory obligations, including requests from the FCA or in the context of legal proceedings.
• With the consent of the Company or its Advisor, or as otherwise required by law.
• Upon providing reasonable notice to a Company that has failed to deliver Investor disclosures required under these Rules.

Section 10 - Investigations, Sanctions, and Discipline

10.1 JP Jenkins may investigate and take disciplinary action against a Company for breach of the Venue Rules.

10.2 Sanctions may include:

• Temporary or permanent suspension, or termination of the Company's securities from the Venue.
• Public disclosure of the sanction or withdrawal decision, including the rationale, where appropriate and legally permitted.
• Termination of the Service Agreement.

10.3 JP Jenkins may recover outstanding fees and costs resulting from rule violations or other legal/regulatory breaches. In such cases, the Company and its representatives shall be liable for any reasonable, evidenced costs and contracted service fees owed for the remaining term of the Service Agreement.

Section 11 - Complaints

How to make a complaint about the Venue

11.1 If you are dissatisfied with our service, you may contact us in writing by email at complaints@jpjenkins.com or by post at JP Jenkins, 126 West Regent Street, Glasgow G2 2RQ. You may also call us on 0207 469 0937 during Normal Business Hours.

Handling and resolution

11.2 We aim to resolve complaints promptly and will keep you informed of progress throughout our investigation. Once the investigation is complete, we will provide you with our written conclusions.

If you are not satisfied with our response, you may contact us again or, if eligible, refer the matter to the Financial Ombudsman Service (FOS) within six months of our final response. FOS contact details are set out in Rule 11.4.

You are eligible to refer a complaint to the FOS if you are:

• A consumer – any natural person acting for purposes outside their trade, business, or profession.
• A micro-enterprise – an enterprise with fewer than 10 employees and turnover/annual balance sheet not exceeding €2m (approx. £1.6m) and not categorised as a professional
  client or eligible counterparty.
• A small business – an enterprise (not a micro-enterprise) with an annual turnover of less than £6.5m, and either fewer than 50 employees or an annual balance sheet below £5m, and not categorised as a professional client or eligible counterparty.

Timeframe

11.3 If we are unable to resolve your complaint within eight weeks of receipt, we will inform you of the reason and, if you are an eligible complainant, advise you of your right to refer the matter to the FOS.

Financial Ombudsman Service (FOS)

11.4 If you are an eligible complainant and are not satisfied with our handling of your complaint, you may refer it to the FOS. Full details, including timeframes, are set out in the FOS leaflet Your Complaint and the Ombudsman.

FOS Contact Details:

• Telephone: 0800 023 4567 or 0300 123 9123
• Email: complaint.info@financial-ombudsman.org.uk
• Post: The Financial Ombudsman Service, Exchange Tower, London E14 9SR
• Website: www.financial-ombudsman.org.uk

How to make a complaint about a Company or an Approved Intermediary

11.5 If you wish to make a complaint regarding the conduct of a Company admitted to the Venue or an Approved Intermediary, you should contact JP Jenkins directly.

Complaints should be submitted in writing to complaints@jpjenkins.com.

Please include in your complaint:

• Your full name and contact details;
• The name of the Company or Approved Intermediary to which the complaint relates;
• A clear description of the issue and any relevant dates;
• Copies of any supporting documents or correspondence.

Upon receipt, JP Jenkins will acknowledge your complaint and review the matter in accordance with our complaints handling procedures.