This Agreement is made on [date] Parties 1 [insert name of party] [of OR a company incorporated in England and Wales under number [insert registered number] whose registered office is at] [insert address] (Manufacturer); and 2 [insert name of party] [of OR a company incorporated in England and Wales under number [insert registered number] whose registered office is at] [insert address] (Distributor); each of the Manufacturer and the Distributor being a party and together they are the parties. Background (A) The Manufacturer manufactures [and supplies] the Products. (B) The Distributor has agreed to distribute [and support] the Products on a non-exclusive basis in the Territory in accordance with the provisions of this Agreement. The parties agree: 1 Definitions 1.1 In this Agreement: Active Sales • has the meaning given in Article 8(7) of VABEO; Affiliate • means any entity that directly or indirectly Controls, is Controlled by, or is in under common Control with, another entity; Business Day • means a day other than a Saturday, Sunday or bank or public holiday in England; Business Plan • means the business plan set out in Schedule 6 as modified by the Manufacturer from time to time by giving written notice to the Distributor; CMA • means

This Agreement is made on [date] Parties 1 [insert name of party] [of OR a company incorporated in England and Wales under number [insert registered number] whose registered office is at] [insert address] (Manufacturer); and 2 [insert name of party] [of OR a company incorporated in England and Wales under number [insert registered number] whose registered office is at] [insert address] (Distributor); each of the Manufacturer and the Distributor being a party and together they are the parties. Background (A) The Manufacturer manufactures [and supplies] the Products. (B) The Distributor has agreed to distribute the Products on a non-exclusive basis in the Territory in accordance with the provisions of this Agreement. The parties agree: 1 Definitions 1.1 In this Agreement: Active Sales • has the meaning given in Article 8(7) of VABEO; Affiliate • means any entity that directly or indirectly controls, is controlled by, or is in under common control with, another entity where “control” means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company; Business Day • means a day other than a Saturday, Sunday or bank or public holiday

ARCHIVED: This archived Practice Note sets out the conditions that must be met for a distribution from a controlled company that is received by a UK corporation tax payer before 1 January 2013 to be treated as exempt from UK corporation tax. For information on distributions from controlled companies received on or after 1 January 2013, see Practice Note: Distribution exemption—distributions from controlled companies. A non-small company is subject to corporation tax on a distribution received unless, amongst certain other requirements, the distribution falls within an exempt class. There are five exempt classes of distribution: • distributions from controlled companies, which, as regards the receipt of distributions before 1 January 2013, is explained further in this note, and as regards distributions received on or after 1 January 2013 is explained in Distribution exemption—distributions from controlled companies • distributions in respect of non-redeemable ordinary shares • distributions in respect of portfolio holdings • distributions derived from transactions not designed to reduce tax, and • dividends in respect of shares accounted for as liabilities For

FORTHCOMING CHANGE: At Tax Update 2026, HMRC published a consultation on 'Modernising the distributions framework'. The consultation includes a range of proposals aimed at reducing opportunities for income tax payers to extract value from companies in the form of capital rather than income, including: • preventing the implementation of new holding company structures which facilitate the extraction of value as capital. Currently, the insertion of a new holding company above an existing group holding company results in the shareholders holding ‘good tax capital’ in the new holding company equal to the market value of the old holding company’s shares. A reduction in capital of the new holding company therefore represents a repayment of capital rather an income distribution. The consultation proposes that share buybacks and other returns of capital ‘reflect a “frozen” amount of capital on the shares in any future holding company at the amount subscribed on the original investment, matching the CGT deferment of the original base cost’ • relaxing the tax conditions to effect a direct or indirect statutory demerger • aligning

FORTHCOMING CHANGE: At Tax Update 2026, HMRC published a consultation on 'Modernising the distributions framework'. The consultation includes a range of proposals aimed at reducing opportunities for income tax payers to extract value from companies in the form of capital rather than income, including: • preventing the implementation of new holding company structures which facilitate the extraction of value as capital. Currently, the insertion of a new holding company above an existing group holding company results in the shareholders holding ‘good tax capital’ in the new holding company equal to the market value of the old holding company’s shares. A reduction in capital of the new holding company therefore represents a repayment of capital rather an income distribution. The consultation proposes that share buybacks and other returns of capital ‘reflect a “frozen” amount of capital on the shares in any future holding company at the amount subscribed on the original investment, matching the CGT deferment of the original base cost’ • relaxing the tax conditions to effect a direct or indirect statutory

FORTHCOMING CHANGE: At Tax Update 2026, HMRC published a consultation on 'Modernising the distributions framework'. The consultation includes a range of proposals aimed at reducing opportunities for income tax payers to extract value from companies in the form of capital rather than income, including: • preventing the implementation of new holding company structures which facilitate the extraction of value as capital. Currently, the insertion of a new holding company above an existing group holding company results in the shareholders holding ‘good tax capital’ in the new holding company equal to the market value of the old holding company’s shares. A reduction in capital of the new holding company therefore represents a repayment of capital rather an income distribution. The consultation proposes that share buybacks and other returns of capital ‘reflect a “frozen” amount of capital on the shares in any future holding company at the amount subscribed on the original investment, matching the CGT deferment of the original base cost’ • relaxing the tax conditions to effect a direct or indirect statutory

FORTHCOMING CHANGE: At Tax Update 2026, HMRC published a consultation on 'Modernising the distributions framework'. The consultation includes a range of proposals aimed at reducing opportunities for income tax payers to extract value from companies in the form of capital rather than income, including: • preventing the implementation of new holding company structures which facilitate the extraction of value as capital. Currently, the insertion of a new holding company above an existing group holding company results in the shareholders holding ‘good tax capital’ in the new holding company equal to the market value of the old holding company’s shares. A reduction in capital of the new holding company therefore represents a repayment of capital rather an income distribution. The consultation proposes that share buybacks and other returns of capital ‘reflect a “frozen” amount of capital on the shares in any future holding company at the amount subscribed on the original investment, matching the CGT deferment of the original base cost’ • relaxing the tax conditions to effect a direct or

FORTHCOMING CHANGE: At Tax Update 2026, HMRC published a consultation on 'Modernising the distributions framework'. The consultation includes a range of proposals aimed at reducing opportunities for income tax payers to extract value from companies in the form of capital rather than income, including: • preventing the implementation of new holding company structures which facilitate the extraction of value as capital. Currently, the insertion of a new holding company above an existing group holding company results in the shareholders holding ‘good tax capital’ in the new holding company equal to the market value of the old holding company’s shares. A reduction in capital of the new holding company therefore represents a repayment of capital rather an income distribution. The consultation proposes that share buybacks and other returns of capital ‘reflect a “frozen” amount of capital on the shares in any future holding company at the amount subscribed on the original investment, matching the CGT deferment of the original base cost’ • relaxing the tax conditions to effect a direct or indirect statutory demerger • aligning the

FORTHCOMING CHANGE: At Tax Update 2026, HMRC published a consultation on 'Modernising the distributions framework'. The consultation includes a range of proposals aimed at reducing opportunities for income tax payers to extract value from companies in the form of capital rather than income, including: • preventing the implementation of new holding company structures which facilitate the extraction of value as capital. Currently, the insertion of a new holding company above an existing group holding company results in the shareholders holding ‘good tax capital’ in the new holding company equal to the market value of the old holding company’s shares. A reduction in capital of the new holding company therefore represents a repayment of capital rather an income distribution. The consultation proposes that share buybacks and other returns of capital ‘reflect a “frozen” amount of capital on the shares in any future holding company at the amount subscribed on the original investment, matching the CGT deferment of the original base cost’ • relaxing the tax conditions to effect a direct or indirect statutory demerger • aligning

FORTHCOMING CHANGE: At Tax Update 2026, HMRC published a consultation on 'Modernising the distributions framework'. The consultation includes a range of proposals aimed at reducing opportunities for income tax payers to extract value from companies in the form of capital rather than income, including: • preventing the implementation of new holding company structures which facilitate the extraction of value as capital. Currently, the insertion of a new holding company above an existing group holding company results in the shareholders holding ‘good tax capital’ in the new holding company equal to the market value of the old holding company’s shares. A reduction in capital of the new holding company therefore represents a repayment of capital rather an income distribution. The consultation proposes that share buybacks and other returns of capital ‘reflect a “frozen” amount of capital on the shares in any future holding company at the amount subscribed on the original investment, matching the CGT deferment of the original base cost’ • relaxing the tax conditions to effect a direct or indirect statutory

‘Distribution expenses’ constitute all costs, expenses and charges paid or incurred or required to be paid or incurred by a company in connection with a company’s rights in the film or distribution of the film.

A non-cash distribution to shareholders, also referred to as a dividend in specie. A company may also capitalise its profits and issue shares by way of a scrip dividend to its shareholders.