This week's edition of Share Incentives weekly highlights includes (1) ISS-Corporate’s review of the 2025 UK and Ireland AGM season, which reports an increased focus on executive pay, (2) a new Practice Note on the Private Intermittent Securities and Capital Exchange System (PISCES) in relation to share incentive arrangements and (3) analysis of the case of GW Martin & Co Ltd & another v HMRC.

This Practice Note is a horizon scanner tracking key future developments in Share Incentives. It provides details of key dates for your diary (including forecast dates where the actual date is unknown) and relevant commentary in relation to: • Legislation: ◦ Bills in progress ◦ Acts not in force, partially in force or subject to staged introduction ◦ Statutory Instruments in progress, partially in force or subject to staged introduction • Key case appeals • Other key developments, such as: ◦ Consultations ◦ Calls for evidence ◦ Regulatory and administrative developments This horizon scanner does not cover past developments, such as legislation fully in force. To view developments in force, see Practice Note: Share Incentives—key developments tracker. Legislation Bills in progress What’s happening? When? What’s the impact? Find out more The government has published draft tax legislation for inclusion in Finance Bill 2027, although the Bill itself has not yet been introduced to Parliament.Among the draft measures is legislation designed to simplify the process of granting and notifying Enterprise Management Incentives

This Practice Note is a past-looking tracker that records the progress of UK legislation (including Acts and Statutory Instruments in force), and also records other significant past-looking events, such as published judgments in relevant cases, closed consultations and calls for evidence. This tracker covers developments from 1 January 2026 onwards. This Practice Note is intended to work alongside the Practice Note: Share Incentives—horizon scanner, which tracks the progress of future developments including Bills, Statutory Instruments, appeals, open consultations, and open calls for evidence. Once a development is no longer forward-looking, it is moved into this Practice Note. This Practice Note records the following: • Legislation: ◦ Acts in force ◦ Statutory Instruments in force • Key cases • Other key developments, such as: ◦ Consultations ◦ Calls for evidence ◦ Regulatory and administrative developments Legislation Acts in force What happened? When? What’s the impact? Find out more Significant parts of the Data (Use and Access) Act 2025 (DUAA 2025) came into force. 5 February 2026 The provisions coming into force

The following Share Incentives resources, providing useful practical commentary, legislation, rules and guidance for Share Incentives lawyers, whether in private practice or in-house, are available in Lexis+® UK. They are referenced and linked to in the Share Incentives content in Lexis+® UK. Please note, however, the titles listed can only be accessed with the relevant Lexis+® UK subscription(s). Taxation-related resources Title Summary Who should use this resource? Tolley’s Guide to Employee Share Schemes 2nd Edition An established and authoritative work, providing commentary and materials on all aspects of share incentives, including structuring, tax treatment, securities law and financial services law, employment law, institutional investor guidelines, taxation, reporting and internationally mobile employees. Lawyers or tax professionals advising on share incentives. Yellow Tax Handbook Provides the consolidated and annotated text of all legislation and official material relating to income tax, capital gains tax, corporation tax, National Insurance contributions (NICs) and inheritance tax, including references to Simon’s Taxes and HMRC Manuals, where relevant.  Lawyers and share incentives practitioners who wish to read the underlying legislation relating to direct taxes

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Share buy-backs can be a tax-efficient alternative to paying out dividends. When a company buys some of its own shares in the market to reduce its issued share capital, it changes the proportion of debt to equity that it holds on its balance sheet.

A purchase by a company of its own shares. Any acquisition of shares by a limited company must comply with part 18 of the Companies Act 2006. In addition, a listed company must comply with the Listing Rules and the Disclosure Guidance and Transparency Rules in relation to an own share purchase, while an alternative investment market (AIM) company must comply with the AIM Rules. Each may follow relevant institutional investor guidance.

This Agreement is made on [insert day and month] 20[insert year] Parties 1 [insert name of seller] [of [insert address] OR trading as [insert trading name] of [insert address] OR a firm whose principal place of business is [insert address of firm] OR [an LLP OR a company] incorporated in [insert place of incorporation, eg England and Wales] with registered number [insert registered number] whose registered office is at [insert address]] (the Seller), and 2 [insert company name], a company incorporated in England and Wales with registered number [insert company number], whose registered office is at [insert address] (the Company). Recitals: (A) The Company has a share capital of [insert amount] divided into [insert number] [insert class] shares of [insert nominal value] each. (B) The Seller is the legal and beneficial owner and sole registered holder of the Sale Shares (as defined below). (C) It is proposed that the Company shall purchase the Sale Shares from the Seller on the terms of this agreement. The parties agree: 1 Definitions and interpretation 1.1 In this agreement: [Approval Long-Stop Date • means [insert time][am OR pm]

This Agreement is made on [insert day and month] 20[insert year] Parties 1 [insert name of seller] [of [insert address] OR trading as [insert trading name] of [insert address] OR a firm whose principal place of business is [insert address of firm] OR [an LLP OR a company] incorporated in [insert place of incorporation, eg England and Wales] with registered number [insert registered number] whose registered office is at [insert address]] (the Seller), and 2 [insert company name], a company incorporated in England and Wales with registered number [insert company number], whose registered office is at [insert address] (the Company). Recitals: (A) The Company has a share capital of [insert amount] divided into [insert number] [insert class] shares of [insert nominal value] each. (B) The Seller is the legal and beneficial owner and sole registered holder of the Sale Shares (as defined below). (C) It is proposed that the Company shall purchase the Sale Shares from the Seller on the terms of this agreement in [three OR insert other number of tranches and make appropriate consequential

A limited company may buy back shares in itself, if certain conditions set out in the Companies Act 2006 (CA 2006) are met. This is known as a share buyback or a purchase of own shares. In addition to the provisions of CA 2006, there are other rules and guidelines that are relevant to a share buyback, although some only apply to a listed company or an AIM company. For a summary of the process for carrying out a share buyback, see Practice Note: How to carry out a share buyback. For a consideration of the legal framework applicable to a share buyback and the reasons why a company might wish to carry one out, see Practice Note: Share buybacks—the legal framework. This Practice Note sets out the rules that may apply to a private limited company seeking to buy back its shares by way of tender offer. It should be read with Practice Notes: • Private company share buybacks—initial considerations • Private company share buybacks—financing • Private company share buybacks—procedure where no

A limited company may buy back shares in itself, if certain conditions set out in the Companies Act 2006 (CA 2006) are met. This is known as a share buyback or a purchase of own shares. In addition to the provisions of CA 2006, there are other rules and guidelines that are relevant to a listed company or an AIM company that is to buy back its own shares. In particular, a listed company must have regard to the UK Listing Rules (UKLRs) and this Practice Note particularly focuses on how they apply to a company with a listing of equity shares in the equity shares (commercial companies) category. An AIM company must comply with the AIM Rules for Companies (AIM Rules), but these do not specifically refer to share buybacks, so AIM Regulation has confirmed that compliance by an AIM company with the UKLRs in relation to share buybacks would represent best practice in most circumstances. A listed company is also subject to provisions of the Disclosure Guidance and Transparency Rules

A limited company may buy back shares in itself, if certain conditions set out in the Companies Act 2006 (CA 2006) are met. This is known as a share buyback or a purchase of own shares. In addition to the provisions of CA 2006, there are other rules and guidelines that are relevant to a listed company or an AIM company that is to purchase its own shares. In particular, a listed company must have regard to the UK Listing Rules (UKLRs) and the Disclosure Guidance and Transparency Rules (DTRs). An AIM company must have regard to the AIM Rules for Companies (AIM Rules), but these do not specifically refer to share buybacks, so AIM Regulation has confirmed that compliance by an AIM company with the UKLRs in relation to share buybacks would represent best practice in most circumstances. An AIM company is also subject to DTR 5. In addition, both types of company may follow institutional investor guidance. The restrictions in CA 2006 relating to share buybacks do not apply to unlimited companies. For further