£[insert number] [insert rate]% convertible [subordinated] redeemable loan notes 20[insert year] [insert name of Issuer] This Instrument is dated [insert day and month] 20[insert year] Parties 1 [Insert name of issuing company] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (Issuer) background: The Issuer has resolved to create up to a maximum nominal amount of £[insert number] [insert rate]% convertible[ subordinated] redeemable loan notes to be constituted as set out in this document. It is agreed as follows: 1 Definitions and Interpretation 1.1 In this Instrument, unless the context otherwise requires the following expressions shall have the following meanings: Articles • means the Issuer’s articles of association in force from time to time; Business Day • means a day, other than a Saturday, Sunday or public holiday, on which clearing banks are open for non-automated commercial business in the City of London; Certificate • means the certificate in the form set out in Schedule 3; Conditions • means the conditions set out in Schedule 1 as amended from time to time in accordance with this document; Default Event • means any of the events specified in clause 11; [Exit

£[insert number] [insert rate]% convertible [subordinated ]redeemable loan notes 20[insert year] [insert name of Issuer] This Instrument is dated [insert date] 20[insert year] Parties 1 [Insert name of issuing company] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (Issuer) BACKGROUND The Issuer has resolved to create up to a maximum nominal amount of £[insert number] [insert rate]% convertible [subordinated ]redeemable loan notes to be constituted as set out in this document. It is Agreed as follows: 1 Definitions and Interpretation 1.1 In this Instrument, unless the context otherwise requires the following expressions shall have the following meanings: Business Day • means a day, other than a Saturday, Sunday or public holiday, on which clearing banks are open for non-automated commercial business in the City of London; Certificate • means the certificate in the form set out in Schedule 3; Conditions • means the conditions set out in Schedule 1 as amended from time to time in accordance with this document; Default Event • means any of the events specified in clause 11; Encumbrance • means any mortgage,

£ [insert number] [insert rate]% convertible [subordinated ]redeemable loan notes 20[insert year] [insert name of issuer] This Instrument is dated [insert day and month] 20[insert year] Parties 1 [Insert name of issuing company] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (Issuer) Background The Issuer has resolved to create up to a maximum nominal amount of £[insert number] [insert rate]% convertible [subordinated ]redeemable loan notes to be constituted as set out in this document. It is agreed as follows: 1 Definitions and interpretation 1.1 In this Instrument, unless the context otherwise requires the following expressions shall have the following meanings: Business Day • means a day, other than a Saturday, Sunday or public holiday, on which clearing banks are open for non-automated commercial business in the City of London; Certificate • means the certificate in the form set out in Schedule 3; Conditions • means the conditions set out in Schedule 1 as amended from time to time in accordance with this document; Default Event • means any of the events specified in clause 11; Encumbrance • means

This Instrument is dated [insert date] 20[insert year] Parties 1 [Insert name of issuing company] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (Issuer) Background: The Issuer has resolved to create up to a maximum nominal amount of £[insert amount] [insert rate]% convertible[ subordinated] redeemable Loan Notes to be constituted as set out in this document. It is agreed as follows: 1 Definitions and Interpretation 1.1 In this Instrument, unless the context otherwise requires the following expressions shall have the following meanings: Business Day • means a day, other than a Saturday, Sunday or public holiday, on which clearing banks are open for non-automated commercial business in the City of London; Certificate • means the certificate in the form set out in Schedule 3; Conditions • means the conditions set out in Schedule 1 as amended from time to time in accordance with this document; Default Event • means any of the events specified in clause 11; Encumbrance • means any mortgage, claim, charge, pledge, lien, hypothecation, guarantee, right of set-off, trust, assignment,

Preference shares which may be converted into ordinary shares at a fixed rate or according to a pre-determined formula, eg limited to the financial performance of the company over a certain period of time.

Convertible securities are: • employment-related securities (see Practice Note: What is an employment-related security?) • with the capacity to convert into securities of a different description (see below) Therefore, where a company issues securities to its employees or directors, with limited rights upon issue (for example, no dividend or voting rights) but which can be converted into ordinary shares upon the occurrence of certain trigger events, those shares will be convertible securities. Convertible securities are commonly encountered in a private equity or venture capital situation and include: • convertible loan notes, and • convertible preference shares For details of the income tax treatment of convertible securities, see Practice Note: Convertible securities—tax treatment. For details of the PAYE and National Insurance contributions (NIC) implications of convertible securities, see Practice Notes: PAYE implications of employment-related securities and NICs implications of employment-related securities and securities options. What are convertible securities? Employment-related securities will be convertible securities if at the time of acquisition: • they confer on the holder an entitlement (whether immediate or deferred, conditional or unconditional) to convert

This Practice Note explains the income tax treatment of convertible securities. The definition of convertible securities is set out in Practice Note: Convertible securities—definition. The basic effect of the rules applying to convertible securities (or an interest in them) contained within Chapter 3, Part 7 of Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003) is to treat the securities themselves and the right to convert as two separate assets. Income tax charges can potentially arise: • upon acquisition of the convertible securities, by reference to the value of the underlying securities ignoring the right to convert, and • upon a subsequent chargeable event, namely: ◦ conversion of convertible securities ◦ sale of convertible securities, and / or ◦ change in description (rather than class) of securities by reference to the gain on the right to convert (but not any gain on the underlying securities) Unlike for restricted securities, the legislation does not permit the employer or employee (or director) to elect for an alternative tax treatment. Consequently, it is

Life assurance for a fixed term usually on a level basis.

Restructuring & Insolvency analysis: Professor Mark Watson-Gandy, barrister at Three Stone Chambers, discusses the outcome and implications of a challenge to the appointment of the administrators of UK ‘Cambridge Analytica’ companies as liquidators.

An additional measure of risk based on the relationship between bonds and yields. When used with modified duration, convexity provides a more accurate guide to the percentage change in price that would result from a fluctuation in a bond's yield.

The Law Society's Conveyancing Quality Scheme (CQS) is a quality standard for residential conveyancing practices. According to the Law Society, achievement of membership will establish a level of credibility for member firms with stakeholders (regulators, lenders, insurers and consumers). This Practice Note identifies specific Precedents that you could use or adapt to comply with individual CQS requirements. Section 1. Structure and strategy For detailed requirements, see: CQS Core Practice Management Standards. Management structure See Precedents: • Financial management policy—law firms • Governance arrangements—law firms, which is intended to dovetail with a governance structure chart: ◦ Solo governance and supervision structure chart ◦ Sole practitioner governance and supervision structure chart ◦ Non-departmentalised partnership governance and supervision structure chart ◦ Departmentalised partnership governance and supervision structure chart ◦ Corporate structure governance and supervision structure chart Business continuity See Precedents: • Business continuity plan—BCP • Business continuity plan—BCP—risk evaluation • Business continuity plan—BCP—priority list of functions and detailed risk assessment • Business continuity plan—BCP—key contacts list • Business continuity plan—BCP—cascade system • Business continuity plan—BCP—schedule

A key tenet of the age appropriate design code (the Children’s Code) produced by the Information Commissioner’s Office (ICO) (and data protection by design requirements applicable in the course of providing information society services likely to be accessed by children under Article 25 of the United Kingdom General Data Protection Regulation, Assimilated Regulation (EU) 2016/679 (the UK GDPR)) is that organisations should comply with their obligations under data protection legislation in an age appropriate manner. This includes the obligation to process personal data lawfully, fairly and in a transparent manner under Article 5(1) of the UK GDPR. Assimilated law is the name given to retained EU law (REUL) which remains in force after the end of 2023. The re-categorisation of REUL (and associated terms) to assimilated law reflects a change in its status and treatment under UK law, in that it is generally to be interpreted according to ordinary domestic law and principles. From 1 January 2024, REUL is ‘assimilated’ into domestic law by virtue of the fact it is generally