This Checklist summarises the UK Corporate Governance Code requirements relating to the composition of the board of directors of quoted companies together with best practice guidelines of major institutional investor representative bodies. It also includes guidance from the Quoted Companies Alliance for small and mid-size quoted companies and from the Association of Investment Companies for investment companies. Quoted companies (other than investment companies) Source Recommendation Reference UK Listing Rules Companies listed in the equity shares (commercial companies) category should disclose in their annual report whether they meet the following board diversity targets relating to gender and ethnicity on a ‘comply or explain’ basis as at a chosen reference date within their accounting period:• at least 40% of the board should be women • at least one of the senior board positions (chair, CEO, senior independent director (SID) or CFO) should be a woman • at least one member of the board should be from a minority ethnic background UKLR 6.6.6 2018 UKCG Code At least half the board, excluding the chair, should be non-executive directors

subscription and shareholders’ agreement/investment agreement Insert the following as new definitions (if not already included) in the subscription and shareholders’ agreement or investment agreement: A Ordinary Shares • means the A ordinary shares of [insert amount]p each in the capital of the Company; Board • means the board of directors of the Company from time to time; Chair • is defined in clause 1.1.2; Investor Consent or Investor Direction • means the giving of a written consent or direction by the[ Lead Investor or, if there is no such Lead Investor at the relevant time,] holders of not less than [75]% in nominal value of the A Ordinary Shares in issue from time to time[, provided that for so long as there is an Investor Director, any such consent or direction required or permitted to be given under this Agreement shall be validly given if given by the Investor Director[ or, if at any time there is more than one Investor Director, [each OR a majority of the] Investor Director[s] ], in the manner set out in clause [insert the number of clause

Memorandum prepared by [name of Firm] For the directors [and other officers] of [insert company name] plc (the Company) In connection with a [possible] takeover bid for the company 1 Introduction 1.1 Purpose of this Memorandum The purpose of this Memorandum, which we are scheduled to discuss with the directors [and other officers] of the Company at a meeting on [insert date] at [insert time], is to make the directors [and other officers] of the Company aware of their responsibilities under the City Code on Takeovers and Mergers (the Code) and other laws and regulations in connection with any takeover bid for the Company. This memorandum also includes a brief outline of the legal and regulatory framework for the conduct of takeovers in the UK. It is important that all concerned have some familiarity with the issues that may arise. This is specifically required of them by the Code and is helpful given the highly regulated nature of takeover transactions. This guide does not purport to be comprehensive and it not a substitute for obtaining legal advice on the specific facts of the transaction. We shall

Memorandum prepared by [Name of Firm] For the directors [and other officers] of [insert company name] (the Company) In connection with a [possible] takeover bid by the company 1 Introduction 1.1 Purpose of this Memorandum The purpose of this Memorandum, which we are scheduled to discuss with the directors [and other officers] of the Company at a meeting on [insert date] at [insert time], is to make the directors [and other officers] of the Company aware of their responsibilities under the City Code on Takeovers and Mergers (the Code) and other laws and regulations in connection with any takeover bid by the Company. This memorandum also includes a brief outline of the legal and regulatory framework for the conduct of takeovers in the UK. It is important that all concerned have some familiarity with the issues that may arise. This is specifically required of them by the Code and is also helpful given the highly regulated nature of takeover transactions. This guide does not purport to be comprehensive and it not a substitute for obtaining legal advice on the specific facts of the transaction. We shall be pleased

COMPANY NUMBER:[ insert company number] [insert company name] [ LIMITED OR PLC ] Minutes of a meeting of the Board of Directors (the Meeting) of [insert name of company] (the Company) Held at [insert place of meeting] On [insert date of meeting] at [insert time of meeting] [am OR pm] Present: [insert name of director to be Chair] (the Chair)[insert names of directors present][insert names of directors present by phone][ (by telephone)] In attendance: [insert names of those in attendance—usually advisers] Apologies: [insert names of directors who are unable to attend meeting] 1 Chair It was agreed that [insert name of director to be appointed chair] be appointed as the Chair of the Meeting. 2 Notice and quorum It was reported that in accordance with the Company’s articles of association (the Articles), due notice of the Meeting had been given to all Directors entitled to attend and that a quorum was present. Accordingly, the Chair declared the Meeting open. 3 Declaration of interests 3.1 In accordance with section 177 of the Companies Act 2006 (the Companies Act) and article [insert article number] of the Articles the directors each declared [their respective direct and indirect interests

[Insert name of company introducing growth shares] (Company)—[insert Company number] Minutes of a meeting of the[ remuneration committee of the] board of directors of the Company held at [insert place of meeting] on [insert date of meeting] at [insert time of meeting]. Present [insert name of director to be Chair] (the Chair) [insert names of directors present] In attendance [insert names of those in attendance] Apologies [insert names of directors who are unable to attend meeting]   1 Notice and quorum [insert name of Chair] was appointed Chair of the meeting. It was reported that proper notice of the meeting had been given in accordance with the Company's articles of association (Articles) and that a quorum was present. Accordingly, the Chair declared the meeting open. 2 Purpose of meeting The Chair reported that the purpose of the meeting was to consider and, if thought fit, approve: 2.1 a proposal to introduce a new class of [insert name new growth shares class] of [insert nominal value of growth shares] each (Growth Shares’) into the Company’s constitution specifically for the purposes of incentivising certain key employees of the Company,

[insert name of Company] Company No [insert registered number of Company] (the Company) Minutes of a meeting (the Meeting) of the Board of Directors of the Company held at [insert time of meeting] on [insert date of meeting] Name Position Present: In attendance: Apologies for absence received from: 1 Notice and quorum 1.1 The Chair reported that due notice of the Meeting had been given, that a quorum of directors was present and the Meeting was therefore duly convened. 2 Business of the Meeting 2.1 The Chair reported that the Meeting had been convened: 2.1.1 to consider and, if thought fit, establish a discretionary employee benefit trust to be called the [insert name of EBT] (the EBT) and appoint [insert name of Trustee] as trustee of the EBT (the Trustee) and to enter into a trust deed with the Trustee in order to specify the terms of and give effect to the EBT (the Trust Deed); 2.1.2 to approve a proposal to confer authority on [insert name of director] and [insert name of director] to liaise with and make recommendations to the Trustee as regards the wishes of the Company in respect of the EBT;

[insert name of Company] Company No [insert registered number of Company] (the Company) Minutes of a Meeting of the Board of Directors of the Company held at [insert time of meeting] on [insert date of meeting] Name Position Present: In attendance: Apologies for absence received from: 1 Notice and quorum 1.1 The Chair reported that due notice of the Meeting had been given, that a quorum of directors was present and the Meeting was therefore duly convened. 2 Business of the meeting 2.1 The Chair reported that the Meeting had been convened: 2.1.1 to consider and, if thought fit, establish an employee ownership trust to be called the [insert name of EOT] (the EOT) in order to acquire a majority interest in the capital of the Company and to hold this on behalf of the employees of the Company’s group; 2.1.2 to appoint [insert name of Trustee] as trustee of the EOT (the Trustee) and to enter into a trust deed with the Trustee in order to specify the terms of and give effect to the EOT (the Trust Deed); and 2.1.3 to approve the initial funding of the EOT in order to settle the EOT.

Company number: [insert company number] [insert company name] [LIMITED OR PLC] Minutes of a meeting of the board of directors (the Meeting) of [insert full name of company] (the Company) Held at [insert place of meeting] Held on [insert day, month and year of meeting] at [insert time of meeting] [am OR pm] Present: [Insert names of any directors present, whether physically or by any remote means (unless such means specifically excluded by the Company’s articles of association) [by [insert means of attendance for each director attending remotely]]] [ In attendance: ] [[Insert name of anyone in attendance, whether physically or by any remote means, who does not count towards the quorum for the Meeting (eg the company secretary, any legal advisers)]] [ Apologies: ] [[Insert names of any directors who are unable to attend the Meeting by any means]] 1 Chair, notice and quorum [Insert name] was appointed Chair of the Meeting. The Chair reported that due notice of the Meeting had been given in accordance with the Company’s articles of association (the Articles) and that a quorum was present. Accordingly, the Chair declared

COMPANY NUMBER: [insert company number] [insert company name] [LIMITED OR PLC] Minutes of a meeting of the board of directors (the Meeting) of [insert full name of company] (the Company) Held at [insert place of Meeting] Held on [insert day, month and year of Meeting] at [insert time of Meeting] [am OR pm] Present: [Insert names of any directors present, whether physically or by any remote means (unless such means specifically excluded by the Company’s articles of association) [by [insert means of attendance for each director attending remotely]]] [ In attendance: ] [[Insert name of anyone in attendance, whether physically or by any remote means, who does not count towards the quorum for the Meeting (eg the company secretary, any legal advisers)]] [ Apologies: ] [[Insert names of any directors who are unable to attend the Meeting by any means]] 1 Chair, notice and quorum [Insert name] was appointed Chair of the Meeting. The Chair reported that due notice of the Meeting had been given in accordance with the Company’s articles of association (the Articles) and that a quorum was present. Accordingly, the Chair declared the meeting

Company number: [insert company number] [Insert company name] [Limited OR PLC] Minutes of a meeting of the board of directors (the Meeting) of [insert full name of company] (the Company) Held at [insert place of meeting] Held on [insert day, month and year of meeting] at [insert time of meeting] [am OR pm] Present: [Insert names of any directors present, whether physically or by any remote means (unless such means specifically excluded by the Company’s articles of association) [by [insert means of attendance for each director attending remotely]]] [ In attendance: ] [[Insert name of anyone in attendance, whether physically or by any remote means, who does not count towards the quorum for the Meeting (eg the company secretary, any legal advisers)]] [ Apologies: ] [[Insert names of any directors who are unable to attend the Meeting by any means]] 1 Chair, notice and quorum [Insert name] was appointed Chair of the Meeting. The Chair reported that due notice of the Meeting had been given in accordance with the Company’s articles of association

Company number: [insert company number] [insert company name] [LIMITED OR PLC] Minutes of a meeting of the board of directors (the Meeting) of [insert full name of company] (the Company) Held at [insert place of Meeting] Held on [insert day, month and year of Meeting] at [insert time of Meeting] [am OR pm] Present: [Insert names of any directors present, whether physically or by any remote means (unless such means are specifically excluded by the Company’s articles of association)] ([Insert names of directors attending remotely] attending by [insert means of attendance for each director attending remotely]) [ In attendance: ] [[Insert name of anyone in attendance, whether physically or by any remote means, who does not count towards the quorum for the Meeting (eg the company secretary, any legal advisers)]] [ Apologies: ] [[Insert names of any directors who are unable to attend the Meeting by any means]] 1 Chair, notice and quorum [Insert name] was appointed Chair of the Meeting. The Chair reported that due notice of the Meeting had been given in accordance with the Company’s articles