Rules for Matched Bargain Facility

Introduction

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 Standard Matched Bargain Facility (MBF) venue.

The Matched Bargain Facility is designed to provide private companies with a mechanism for shareholders to buy and sell existing shares on a bilateral basis, without pursuing a public listing. The Facility enables companies to offer shareholders access to liquidity while operating under a lighter regulatory framework compared to the PISCES Venue or with public markets.

Shares traded on the Facility are unlisted and are not admitted to any recognised investment exchange. Transactions are conducted through Approved Intermediaries, with settlement taking place through Certificateless Registry for Electronic Share Transfer (CREST).

The transfer of shares that takes place on the Standard Matched Bargain Facility market are not 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 licence for admissions to the JP Jenkins PISCES Venue. JP Jenkins is authorised and regulated by the Financial Conduct Authority.

All queries 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.

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.

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

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 Orders: 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.

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

Price Requests (PRs): 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 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.

Standard Matched Bargain Facility: The Venue operated by JP Jenkins that enables the trading of shares in privately held, unlisted companies on a matched bargain basis, outside the scope of the FCA-authorised PISCES framework.

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

Trading Window: The designated period during which the Venue accepts and processes orders or requests for quote in a given security, as published by the Venue for the relevant trading format.

Venue: The platform operated by JP Jenkins for trading in unlisted securities.

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 Standard Matched Bargain Facility Venue

1.1 The Venue offers two (2) primary Trading Window formats:

• Daily (Continuous Trading) - orders may be matched and executed throughout the Trading Window on each business day.
• 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, the Venue is open from 08:00 to 16:30 GMT (adjusted for daylight saving) Monday to Friday during business days, details of which can be found on the related Company Page on jpjenkins.com. At which time the Venue will accept and process Expressions of Interest ("EOIs") and price requests ("PRs"). Variations to Venue hours may be made under Rule 8.2.

1.3 Expressions of Interest (EOIs) and Price Requests (PRs) will only be executed during the settlement process and once matched either through the Daily (continuous) trading or the Monthly Auction.

1.4 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.

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

1.6 Clearing and custody are handled by an independent provider. All admitted shares will be settled bilaterally in CREST.

1.7 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 - Admission to the Venue

Eligibility Criteria

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

• 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 onboarded onto CREST.
• 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.
• Make changes to key constitutional documents to allow the Company admission to the Venue.
• Have a minimum of two (2) active directors.
• Have a minimum of five (5) shareholders.
• 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.
• Comply with the Onboarding process (see Section 7).

Section 3 - Company Obligations After Admission to the Standard Matched Bargain Facility Venue

Following admission to the Standard MBF Venue, the Company agrees to:

3.1 Maintain accurate and up-to-date information, including (but not limited to) financial statements, corporate structure, and management details.

3.2 Promptly notify JP Jenkins of any material changes in business operations, including but not limited to changes in its financial performance, leadership, or legal status.

3.3 Ensure all disclosures and statements made are truthful, accurate, complete, and free from any false or misleading information.

3.4 Provide timely and appropriate disclosures to keep JP Jenkins adequately informed of any matter that:

• May result in a material movement in the price of the Company's securities, or in the case of debt instruments, may significantly affect the Company's ability to meet its obligations; or
• A reasonable Investor would expect to know in order to make an informed assessment of: (a) Company's assets, liabilities, financial position, performance, and future prospects; (b) Rights attached to the Company's securities—subject to any exceptions reasonably prescribed by JP Jenkins.

3.5 Promptly report any actual or suspected breach of applicable laws or regulations, including (but not limited to) Section 21 of the Financial Services and Markets Act 2000 (relating to financial promotions) and the relevant FCA Rules—and take appropriate action to rectify the situation.

3.6 Companies must notify JP Jenkins if its relationship with its Registrar is terminated and ensure that a new approved Registrar is appointed without delay.

Section 4 - 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:

4.1 Maintain an open and professional relationship.

4.2 Ensure directors uphold ethical standards.

4.3 Provide accurate and complete disclosures.

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

4.5 Comply fully with the Rules.

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

4.7 Meet all legal and regulatory requirements before and after admission.

Section 5 - Legal Advisor

5.1 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.

5.2 JP Jenkins can provide a list of Approved Advisors upon request.

5.3 Advisors may act on a Company's behalf during applications.

5.4 Companies should notify JP Jenkins of changes in their Advisor's status.

Section 6 - Disclosures and Transparency

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 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:

• Complete the applicable JP Jenkins admission forms accurately and in full.
• Confirm that they have read, understood, and accepted the Venue Rules.
• 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.
• Sign the Service Agreement as described in Section 6.4 of these Rules.
• Submit Management Accounts covering the past two years (or audited accounts if available).
• Undergo Anti-Money Laundering (AML) and Know Your Customer (KYC) checks on each Company director.
• Identify any shareholders holding 25% or more of the Company's issued share capital.
• Apply conditionality test for referenced share price/valuation.
• 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 country 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 Brokers 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.

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, pause, 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.