[INSERT NAME OF COMPANY] EMI SHARE OPtions This term sheet summarises a proposal to incentivise key employees of [insert name of company] (referred to below as the ‘Company’) by granting those employees statutory tax advantaged enterprise management incentives (EMI) share options over shares in the Company (EMI Options). All issues raised in this document are for discussion purposes and each should be considered carefully before implementation. 1 Overview The EMI scheme is a highly flexible and tax-efficient share option scheme designed specifically for small/medium-sized businesses. EMI schemes are one of the most popular of the share option schemes available to companies. EMI Options must be granted for commercial reasons in order to recruit or retain an employee in a company, and not as part of a scheme or arrangement the main purpose (or one of the main purposes) of which is the avoidance of tax. Under the terms of the proposal, participants will be granted EMI share options with an exercise price determined at the date of grant. An EMI scheme is discretionary. This means that the company can choose which employees receive

Enterprise management incentives (EMI) options are tax-advantaged share options which, with effect from 6 April 2026, a qualifying company with fewer than 500 employees can grant on a discretionary basis over shares worth up to £250,000 per individual and £6m in aggregate (in both cases the shares are valued as of the date of grant and ignoring any restrictions) and are intended for use primarily by small and growing companies. (For certain Northern Ireland companies, the employee limit is 250 rather than 500 and the aggregate limit is £3m rather than £6m; however, the individual limit is still £250,000.) The legislation relating to EMI options sets out numerous requirements that must be met, including in relation to: • the company granting the options • the individuals being granted the options, and • the terms of the options themselves This Checklist focuses on the requirements that must be satisfied in order to gain the income tax relief provided for in Part 7, Chapter 9 of the Income Tax (Earnings

This Agreement is made on [insert date of execution of the share option agreement] Parties 1 [insert name of company whose shares are being granted under option] (registered number [insert registered number of company]) whose registered office is at [insert registered address of company] (the Company);[ and] 2 [insert name of option holder] of [insert address of option holder] (the Option Holder);[ and] 3 [[insert name of grantor (if different from company) of [insert address of grantor]] (the Grantor).] Background (A) [The Company has agreed to grant to the Option Holder an Option to acquire Shares on the terms set out in this Agreement. OR The Company and the Grantor intend that the Option Holder be granted an Option to acquire Shares on the terms set out in this Agreement.] (B) The Option is intended to be a tax-advantaged EMI Option granted under the provisions of Schedule 5. (C) The Company is a qualifying company as defined in Part 3 of Schedule 5. (D) The Option is granted for commercial reasons in order to recruit or retain the Option Holder and not as part of a scheme or arrangement the main purpose, or one

Restricted shares and EMI valuations For EMI purposes, restricted shares are shares which are subject to any restrictions described in sections 423(2)–(4) of the Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003). See Practice Note: What are restricted securities? There are two types of market value in respect of restricted shares which may be required for enterprise management incentives (EMI) purposes: • actual market value (AMV)—this is the market value of a share taking into account any restrictions, such as risks of forfeiture, and • unrestricted market value (UMV)—this is the market value of a share ignoring any restrictions. Where the shares are restricted, this will be the higher of the two values For EMI purposes, the AMV is used when determining whether income tax, employee’s and employer’s National Insurance contributions (NICs), and potentially apprenticeship levy, will be payable on the exercise of the options. For further details on the tax treatment of an EMI option, see Practice Note: Enterprise management incentives (EMI)—income tax and NIC treatment of options. The UMV is used

The Council of the EU has published two I-Notes addressed to its Permanent Representatives Committee (COREPER) with the outcomes of the European Parliament’s first reading and corrigendum procedure on firstly, the proposal for a Regulation amending  Regulation (EU) 648/2012 (EU EMIR), the Capital Requirements Regulation (EU) 575/2013 (EU CCR) and the Money Market Funds Regulation (EU) 2017/1131 (EU MMF Regulation) as regards measures to mitigate excessive exposures to third-country CCPs and improve the efficiency of EU clearing markets (EMIR 3) and secondly, the proposal for a Directive amending Directive 2009/65/EC (UCITS), Directive 2013/36/EU (CRD IV) and the Investment Firms Directive (EU) 2019/2034 (IFD) as regards the treatment of concentration risk towards central counterparties (CCPs) and the counterparty risk on centrally cleared derivative transactions. COREPER is advised that following Parliament’s approval on 22 October 2024 of corrigenda to its positions adopted at first reading on both proposals in April 2024, the Council should be able to approve Parliament’s positions at first reading.

Ireland—Banking & Financial services analysis: This article, was written by Phil Cody, Peter Murphy and Katherine Quirke of Arthur Cox and considers the EMIR 3.0 Directive and its focus on counterparty and concentration risks. It explains the amended UCITS counterparty risk limits for derivative transactions and highlights new requirements for credit institutions, investment firms and competent authorities to identify, monitor and mitigate concentration risk from exposures to central counterparties, including Irish transposing measures and expected further EU and Irish developments.

Ireland—Banking & Financial Services analysis: This article, written by Karen Jennings of Dillon Eustace, explores the substantial changes EMIR 3.0 brings to the derivatives market.

The European Securities and Markets Authority (ESMA) has published a consultation paper on new clearing thresholds under the review of the European Market Infrastructure Regulation (EU) 2024/2987 (EMIR 3) —part of ESMA's mandate to develop regulatory technical standards (RTS) on clearing thresholds. The paper seeks input on revised clearing thresholds, hedging exemptions for non-financial counterparties, and a trigger mechanism for reviewing the thresholds. The focus is on a revised clearing threshold methodology on the activity in over the counter (OTC) derivatives not cleared at an authorised or recognised central counterparty (CCP). The aim is to ensure a proportionate clearing obligation regime for entities with significant OTC derivatives activity and large uncleared positions. Responses are due by 16 June 2025, with a final report and draft technical standards to be submitted to the European Commission by the end of 2025.

The European Securities and Markets Authority (ESMA) has launched two consultations on draft regulatory technical standards (RTS) under the European Market Infrastructure Regulation (EU) 2024/2987 (EMIR 3), aimed at enhancing transparency in clearing services and margin requirements. The consultations seek feedback on the type of information clearing service providers (CSPs) must disclose to clients regarding fees and associated costs, and on the requirements for central counterparties (CCPs) and CSPs to provide margin model information and simulation tools. Both consultations responses are invited by 8 September 2025. ESMA will consider the feedback and submit final draft RTS to the European Commission by 25 December 2025.

The European Securities and Markets Authority (ESMA) has published its final report setting out draft Regulatory Technical Standards (RTS) concerning the active account requirement (AAR) under the European Market Infrastructure Regulation (EU) 2024/2987 (EMIR 3). Based on feedback received during the public consultation, ESMA has adjusted the operational conditions and stress-testing requirements associated with the AAR. The report outlines simplified reporting requirements, clarifies the representativeness obligation, and provides further detail on the operational conditions. ESMA will submit the report and draft RTS to the European Commission, which has a three-month period for endorsement. The RTS will then be subject to review by the European Parliament and the Council of the EU.

Examination, Maintenance, Inspection and Test Schedule: Focused on maintaining and demonstrating the effective maintenance of safety critical plant and systems that underpin the nuclear safety case. It is a key part of the nuclear safety case and nuclear site compliance arrangements - to demonstrate that any safety systems on which the nuclear safety case is predicated will operate as expected / required in the event that they are needed.

Capital gains tax—basic principles When a person disposes of an asset and makes a profit that is capital in nature, this has the potential to be a taxable capital gain. When deciding whether a charge to tax arises, there are a number of issues to consider: • the asset, the disposal, and the person making the disposal must all be of a type that can attract capital gains tax (CGT) • the ‘consideration minus costs’ must result in a gain: ◦ for further details on how to calculate the gain, see Practice Note: How is a capital gain calculated? • an exemption or relief may apply: ◦ some assets, and some persons, are entirely exempt from CGT, see Practice Note: What is a capital gain? ◦ individuals are exempt from CGT to the extent that their gains in a tax year do not exceed the annual exempt amount (AEA). Individuals with taxable gains exceeding the AEA are only taxed on the excess ◦ business asset disposal relief