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SIP usually refers to a “share incentive plan”, a tax‑advantaged employee share scheme used in the UK to allow employees to acquire shares in their employing company or its parent. It is a statutory concept in the UK, governed principally by Schedule 2 to the Income Tax (Earnings and Pensions) Act 2003 and supporting HMRC guidance. In practice, SIPs are used in corporate, employment and tax work to structure equity participation for employees on favourable income tax and National Insurance terms, provided the plan is formally approved and operated in accordance with the legislation. They commonly involve free, partnership, matching and dividend shares, held in a SIP trust for specified minimum holding periods. SIPs are widely encountered in mergers and acquisitions, group reorganisations, listings and private equity transactions, where lawyers must consider the impact on existing SIP awards, leaver provisions, change‑of‑control clauses and tax consequences. The statutory SIP regime applies to employees in companies within the charge to UK corporation tax, and thus is relevant in England and Wales, Scotland and Northern Ireland. Ireland has its own, broadly similar but distinct, legal and tax framework for employee share schemes; the UK SIP rules do not apply there.

This agreement is between: Parties 1 Participant Name: [insert name of participant] Home Address: [insert address of participant] Payroll Number: [insert payroll number of participant] 2 Company Name: [insert name of company] Registered Address: [insert registered address of company] Registered Number: [insert registered number of company] 3 Trustee Name: [insert name of trustee] Registered Address: [insert registered address of trustee] This agreement sets out the terms on which the Participant agrees to take part in Awards of Free Shares under the terms of the Plan. The definitions in the Plan Rules apply to this agreement. In the event of any conflict between this agreement and the Rules, the terms of the Trust Deed or any relevant legislation, the Rules, the Trust Deed or the relevant legislation (as applicable) will prevail. Participant 1 I agree to accept the Free Shares in the Company awarded to me under the Plan and to leave them in the hands of the Trustee, and not to assign, charge or otherwise dispose of my beneficial interest in the Shares for the whole of the Holding Period of [insert length of Holding Period]. 2 [ [If I have elected

Parties 1 Participant Name: [insert name of participant] Home Address: [insert address of participant] Payroll Number: [insert payroll number of participant] 2 Company Name: [insert name of company] Registered Address: [insert registered address of company] Registered Number: [insert registered number of company] 3 Trustee Name: [insert name of trustee] Registered Address: [insert registered address of trustee] Registered Number: [insert registered number of trustee company] This agreement sets out the terms on which the Participant agrees to buy Partnership Shares[, and receive Matching Shares,] under the terms of the Plan. The definitions in the Plan Rules apply to this agreement. In the event of any conflict between this agreement and the Rules, the terms of the Trust Deed or any relevant legislation, the Rules, the Trust Deed or the relevant legislation (as applicable) will prevail. Notice to participant about possible effect on benefits Deductions from your pay to buy Partnership Shares under this agreement may affect your entitlement to or the level of some contributory social security benefits, statutory maternity pay, statutory neonatal care pay and statutory sick pay. They may also have a similar

1 Definitions and interpretation 1.1 The following words and expressions have the following meanings: Accumulation Period • in relation to Partnership Shares, the period during which the Trustee accumulates a Qualifying Employee's Partnership Share Money before acquiring Partnership Shares or repaying it to the employee; Acquisition Date • (a) in relation to Partnership Shares, where there is an Accumulation Period, the meaning given by paragraph 52(5) of Schedule 2; (b) in relation to Partnership Shares, where there is no Accumulation Period, the meaning given by paragraph 50(4) of Schedule 2; and (c) in relation to Dividend Shares, the meaning given by paragraph 66(4) of Schedule 2; Associated Company • the same meaning as in paragraph 94 of Schedule 2; Award Date • in relation to Free Shares or Matching Shares, the date on which such Shares are awarded; Award • (a) in relation to Free Shares and Matching Shares, the appropriation of Free Shares and Matching Shares in accordance with the Plan; and (b) in relation to Partnership Shares, the acquisition of Partnership Shares on behalf of Qualifying Employees in accordance with the Plan; Award Maximum • the meaning given to that term in Rule 8.8; Board • the board of directors of the Company; Capital Receipt • the

[insert name of company] Trust deed [insert name of company] Share Incentive Plan This Deed is made on BETWEEN 1 [INSERT NAME OF COMPANY], a company registered in England and Wales under number [insert company number] (the Company) whose registered office is at [insert address of company]; 2 [INSERT NAME OF TRUSTEE], a company registered in England and Wales under number [insert company number] whose registered office is [insert address of trustee] (the Trustee). Whereas: 1 The Company wishes to establish a share incentive plan known as the [insert name of company] Share Incentive Plan (the Plan) which satisfies the requirements of Schedule 2 to the Income Tax (Earnings and Pensions) Act 2003. 2 The establishment of the Plan was approved by a resolution of the Board passed on [insert date on which the board resolution was passed]. 3 The Trustee has agreed to be the original trustee of the Plan. Now this Deed witnesses as follows: 1 Definitions and interpretation 1.1 The words and expressions used in this Deed that have capital letters have the meanings set out in Rule 1.1 of the Plan. 1.2 Rules 1.2 and 1.3 of the Plan

Why do you need a valuation for SIP purposes? There are a number of different circumstances in which it will be necessary to value the shares subject to a share incentive plan (SIP) award. Shares will need to be valued at the time an award is made and may also need to be valued when they cease to be subject to a SIP. Valuations are necessary to: • calculate the number of shares to be awarded • ensure that the relevant statutory limits are complied with, and • calculate any income tax liability For companies operating SIPs using partnership shares, it may be necessary to value the shares on a monthly basis. This Practice Note: • analyses the definition of market value used by the SIP code • considers all of the different circumstances where a valuation may be required, and • outlines the relevant statutory rules For further information on SIPs more generally, see Practice Note: What is a SIP? Definition of market value For the purposes of the SIP code (which

Securities Investor Protection Act 1970, a US provision applicable to various broker dealers (eg Lehman Brother Inc).

The charge for preparing and processing the documentation to make you a member of the self-invested personal pension (SIPP). It includes opening the bank account and processing any fees relating to the payment of contributions into the pension at the outset of membership.

Pensions analysis: In the determinations of Mr T (PO-28218 and PO–28491) the Pensions Ombudsman has rejected a complaint that a Self-Invested Personal Pension (SIPP) was wrongly charging an annual fee of £800 on distressed pension assets of £1. The SIPP provider could refuse to close the SIPP as, among other things, closure could potentially prejudice any recovery by the Financial Services Compensation Scheme (FSCS). Furthermore, the level of fees was a commercial matter between the parties. Martin Scott of gunnercooke LLP looks at the decision.