Tax costs are the elements of legal costs that a court or other taxing authority assesses, reviews and quantifies when deciding what one party must pay another, or what can be recovered from a client, in respect of legal fees and outlays. In England and Wales and Northern Ireland, “taxation” of costs is now more commonly referred to as “detailed assessment”, but “tax costs” and “costs draftsman/costs lawyer” remain widely used practitioner terms. The concept is not usually defined in primary legislation but arises from civil procedure rules, court practice directions and case law on recoverable costs. In Scotland, the equivalent process is the “taxation of accounts of expenses” before the Auditor of Court, and “taxed expenses” corresponds broadly to “taxed costs”. In Ireland, “taxation of costs” by a Legal Costs Adjudicator serves a similar function. Tax costs typically include solicitors’ fees, counsel’s fees, court fees and disbursements, subject to principles such as reasonableness, proportionality and necessity. Understanding tax costs is essential for advising on costs exposure, drafting retainers, preparing or opposing bills of costs and negotiating settlements.

A contractual promise by the seller to pay the buyer an amount equal to any tax liability of the target company or group covered by the tax covenant. It is not a promise to pay the tax but a mechanism for shifting the cost of the tax onto the seller.

It is a contractual promise by the seller to pay to the buyer an amount equal to any tax liability of the target company/group covered by the tax covenant. It is not a promise to pay the tax itself. Instead, it is a mechanism for shifting onto the seller the cost of such tax in accordance with the allocation made in the tax covenant. It can appear in a schedule to, and therefore form part of, the SPA, or be a separate document, usually executed as a deed, in which case it is referred to as a tax deed of covenant or a tax deed.

The ScheduleTax Covenant 1 Definitions and interpretation 1.1 Notwithstanding clause 1.3 of this Agreement, in the event of any conflict between the provisions of this Schedule and the rest of this Agreement, the provisions of this Schedule will take precedence in respect of all matters relating to Tax. 1.2 In this Schedule, unless the context provides otherwise: Accounts Relief • means any Relief to the extent that Relief is taken into account in the Accounts as an asset of the Company[ or in computing any provision for deferred Tax or in reducing or extinguishing any provision for deferred Tax made or which would, but for the Relief, have been made in the Accounts]; Actual Tax Liability • means any liability to make an actual payment or increased payment of Tax or on account of or in respect of Tax[ (whether or not such liability is a primary liability of the Company and whether or not the person so liable has or may have any right of indemnity or reimbursement against any other person)] [ whether or not such liability has been discharged before Completion]

The ScheduleTax Covenant 1 Definitions and interpretation 1.1 Notwithstanding clause 1.3 of this Agreement, in the event of any conflict between the provisions of this Schedule and the rest of this Agreement, the provisions of this Schedule will take precedence in respect of all matters relating to Tax. 1.2 In this Schedule, unless the context provides otherwise: Buyer’s Group • means the Buyer and any other company (including the Company) or companies which are treated as a member of the same group as, or otherwise connected or associated with, the Buyer for any Tax purpose from time to time; Company • means each, any and all of the companies listed in Schedule 1 to this Agreement as the context shall require with the intent and effect that the provisions of this Schedule shall apply to and be given in respect of each of those companies; Event • [includes (without limitation) OR means] any transaction, act, omission, circumstance, payment or other event (including, without limitation,[ the execution of and Completion of this Agreement and this Schedule,] the death or change in the residence for the purposes of Tax of

The ScheduleTax Covenant 1 Definitions and interpretation 1.1 Notwithstanding clause 1.3 of this Agreement, in the event of any conflict between the provisions of this Schedule and the rest of this Agreement, the provisions of this Schedule will take precedence in respect of all matters relating to Tax. 1.2 In this Schedule, unless the context provides otherwise: Accounts Relief • means any Relief to the extent that Relief is taken into account in the Accounts as an asset of the Company[ or in computing any provision for deferred Tax or in reducing or extinguishing any provision for deferred Tax made or which would, but for the Relief, have been made in the Accounts]; Actual Tax Liability • means any liability to make an actual payment or increased payment of Tax or on account of or in respect of Tax[ (whether or not such liability is a primary liability of the Company and whether or not the person so liable has or may have any right of indemnity or reimbursement against any other person)] [ whether or not such liability has been discharged before Completion]

A tax credit is an amount that reduces a taxpayer’s liability pound-for-pound, rather than reducing taxable income. The term is used descriptively; particular credits are created and defined by statute.In the UK, “tax credits” refers to HMRC-administered Working Tax Credit and Child Tax Credit under the Tax Credits Act 2002, now closed to most new claims and being replaced by Universal Credit. Practitioners encounter entitlement calculations, joint claims, overpayments and HMRC recovery, including migration to Universal Credit. Usage and rules are consistent across England & Wales, Scotland and Northern Ireland.Separately, UK statute creates tax credits within the tax code, including foreign tax credit relief (Taxation (International and Other Provisions) Act 2010) to relieve double taxation, and corporation tax credits such as R&D and creative sector credits, some of which are payable/refundable.In Ireland, “tax credit” commonly means an income tax credit under the Taxes Consolidation Act 1997 (for example, personal, PAYE and earned income credits) which directly offsets income tax; generally non-refundable beyond reducing liability to nil. Ireland also provides corporation tax credits (notably the R&D tax credit and film/AV credit) and foreign tax credit relief. Ireland does not have UK-style welfare “tax credits”.

A UK individual is charged to income tax on the amount of the dividend received by them from a UK company, plus a notional tax credit equal to one ninth of the dividend received. For example, a UK individual who receives a dividend of 90 must report a dividend of 100 (being 90 plus the tax credit of 1/9 of 90, ie 10) in his tax return. This means that a basic rate tax payer will pay no further tax on the dividend.

Why are deadlines important? In order to comply with the legislation and avoid penalties and interest arising due to late payment of tax, it is important for taxpayers and their advisers to be aware of all relevant deadlines. Many tax elections or claims for allowances can be submitted after the deadline for submitting the self-assessment tax return has passed. The standard period for submitting claims or elections relating to income tax or capital gains tax (CGT) is four years from the end of the tax year to which the claim or election relates. However, a number of elections have a specific deadline of the first anniversary of 31 January following the tax year in which the relevant event took place (see below). Several capital gains reinvestment or roll over reliefs require an acquisition to be made within a set period of a disposal, so both the deadline for making the election and the period for making the reinvestment are important. Deadline of 5 October (six months from end of tax year) The deadline for registration with

A tax deduction is an amount that a taxpayer is allowed to subtract from their taxable income, reducing the income on which income tax or corporation tax is calculated. In practice, it covers items such as allowable business expenses, pension contributions, charitable donations and specific reliefs set out in statute.In the UK, tax deductions are primarily governed by the Income Tax (Earnings and Pensions) Act 2003, Income Tax (Trading and Other Income) Act 2005 and Corporation Tax Act 2009, alongside HMRC guidance. In Ireland, key provisions appear in the Taxes Consolidation Act 1997 and Revenue guidance. The concept is descriptive rather than a single defined term, and applies across income tax, corporation tax and capital gains contexts, depending on the specific relief.Across England and Wales, Scotland and Northern Ireland, and in Ireland, the core principle is consistent: only expenses or reliefs that meet statutory conditions are deductible. Typical legal work includes advising on whether expenditure is “wholly and exclusively” for trade, structuring transactions to maximise deductible outgoings, and managing disputes with tax authorities over disallowed deductions.

FORTHCOMING CHANGE relating to the modernisation of stamp taxes on shares framework: Stamp duty and SDRT will, in 2027, be replaced with a single, self-assessed tax on transfers of securities, the securities transfer tax (STT) (formerly referred to as the securities transfer charge or STC), that will be paid (and reported) through electronic transfer systems such as CREST or, where appropriate, a new online portal. Draft legislation for the STT was published on 13 July 2026, along with explanatory notes, a policy paper and the outcome of the higher rate 1.5% stamp tax consultation. Subject to exemptions, the STT draft legislation includes a main charge of 0.5% for agreements to transfer chargeable securities to another person for consideration in money or money’s worth and, for transfers to a clearance service (CS) or depositary receipt issuer (DRI), a higher-rate charge of 1.5%. The main charge arises when an agreement is made or, in the case of a conditional agreement, when the conditions are satisfied, although, where the agreement is not electronic, the STT charge arises when

General The summary set out below describes certain taxation matters of the United Kingdom based on the Issuer’s understanding of current law and HM Revenue & Customs (HMRC) published practice as at the date of this document, both of which are subject to change, possibly with retrospective effect. The summary is intended as a general guide only and is not intended to be, nor should it be construed to be, tax or legal advice. The summary applies only to persons who are the absolute beneficial owners of Bonds, who hold their Bonds as investments and who are resident and, in the case of individual shareholders, domiciled in the UK for taxation purposes at all relevant times. In particular Bondholders holding their Bonds through a depositary receipt system or clearance service should note that they may not always be the beneficial owners of the Bonds. Some aspects do not apply to certain classes of person, such as dealers, certain professional investors and persons connected with the Issuer, to whom special rules may apply. The