This Deed is entered into on [insert date on which the deed is executed] by [insert name of the company granting the options] whose registered office is at [insert address of registered office] (Company) By this deed the Company hereby grants Options pursuant to the [insert the name of the plan pursuant to which the options are granted] (CSOP) to the Eligible Employees, at the Exercise Price and in respect of the number of [insert class of shares and nominal value of shares which are being granted under option] (Shares) as set out in Appendix 1 to this

[insert name of company who granted the company share option plan (CSOP) option] (Company) Option certificate in respect of an Option granted under the [insert name of CSOP] (Plan) Name Number of Shares Exercise Price Date of Grant Date from which Option is normally exercisable This is to certify that you are the holder of an Option to acquire up to the maximum number of [insert class and nominal value of shares] shares in the Company (Shares) as stated above. The Option was granted on the Date of Grant stated above under a global deed of grant executed by the Company[ and is subject to the Performance Target(s) attached to this certificate]. Subject to the rules of the Plan, the Option can be ordinarily exercised from the date referred to above[ to the extent that the Performance Targets have been met at that time], or on certain specified corporate events (as detailed in Rule

Rules of the [insert name of company granting CSOP options] Company share option plan [ Approved by the company on [insert date on which the shareholders approved the CSOP]] Adopted by the Directors on [insert date of adoption by the board of directors] 1 1 Definitions and interpretation 1.1 Definitions In this Plan, except where the context otherwise requires, the words and expressions set out below will bear the following meanings, namely: Appropriate Period • means the period referred to in paragraph 26(3) of Schedule 4; Appropriate Limit • means £60,000 or such other limit as may be prescribed by paragraph 6 of Schedule 4; Associated Company • has the meaning ascribed to it in paragraph 35 of Schedule 4; [Closed Period • means a period when the Directors are prohibited from dealing in shares under the Market Abuse Regulation (Assimilated Regulation (EU) 596/2014 (originating from Regulation (EU) 596/2014)) or any other regulation, legislation or code on transactions in securities which applies to the Company, including the Share Dealing Code;] Company • means [name of company whose shares are being granted under option], incorporated in [country] with registered number [number]; Control • has the meaning ascribed to it in section 719 of ITEPA 2003 and derivative terms shall

Why do you need to obtain a CSOP valuation? The market value of the shares granted under company share option plan (CSOP) options will need to be determined when a CSOP option is granted in order to ensure that: • the option’s exercise price satisfies the CSOP statutory requirements, so that it is not manifestly less than their market value (ignoring any restrictions) at the time of grant or an earlier time agreed by an officer of HMRC—for more details, see The CSOP exercise price below and • there is no breach of the CSOP maximum individual limit, which requires that an individual can only hold unexercised qualifying CSOP options up to the value of £60,000—for details of how this is calculated, see The CSOP individual limit below In addition, after a CSOP option is granted, the shares’ market value can also be relevant in the event that: • the option exercise price does not satisfy the requirements above (in which case tax may be payable—see Practice Note: CSOP—income tax and NICs

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 (BADR) may apply (see Practice

Particular issues can apply to CSOP options where the relevant company is undergoing a corporate event, including what impact the corporate event will have on existing CSOP options, and also whether the company is able to grant new CSOP options at or after that time. Typically, the CSOP legislation and HMRC guidance—and the particular terms of its CSOP rules and grant documents—will be very relevant to the steps that the company can take in these circumstances. This Practice Note covers the following topics: • tax relief for the exercise of CSOP options on specified corporate events • CSOPs and flotations • CSOPs and Private Intermittent Securities and Capital Exchange System (PISCES) trading events • adjustments to CSOP options on bonus / rights issues and other variations of share capital • CSOPs and demergers, and • exchange of CSOP options on a change of control Tax relief for the exercise of CSOP options on specified corporate events Where a company is subject to a corporate event, a key factor in relation to any pre-existing CSOP options will be

The requirements for a company share option plan (CSOP) rollover are complex. This note will examine: • what is a CSOP rollover? • the reasons for using a CSOP rollover • the circumstances in which a CSOP rollover can be used • the eligibility criteria which must be satisfied for a CSOP rollover • the timing requirements of a CSOP rollover • the effect of granting replacement options • selective and partial rollovers, and • common misunderstandings and mistakes relating to CSOP rollovers What is a CSOP rollover? The CSOP legislation provides the ability for replacement options to be granted to existing option holders following a takeover of the scheme company (whose shares were under option) in a manner which ‘rolls over’ the beneficial tax status of the original CSOP options into the new ones. The replacement CSOP options are 'equivalent' to the original options but are over shares in the acquiring company. Although the term 'rollover' of options is in common use, the legislation refers to a 'release' of old options in consideration

If implemented and maintained correctly and in accordance with the company share option plan (CSOP) legislation, the income tax and National Insurance contributions (NICs) treatment of qualifying CSOP options can be very favourable. This Practice Note details the income tax and NICs treatment of qualifying CSOP options as detailed in Part 7, Chapter 8 of the Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003). For an explanation of the capital gains tax and corporation tax treatment of CSOP options, see Practice Note: CSOP—CGT treatment and corporation tax treatment. Income tax—basic principles Income tax is a tax on income but not all income is taxable. Individuals are only taxed on ‘taxable income’ above a certain level. There are various reliefs and allowances that can reduce the amount of tax payable. For details of the income tax charge, including to whom it relates and how to calculate the charge, see Practice Note: What is the basis of income tax? For details of the current tax rates, see Practice Note: Tax and other rates which

Company share option plans (CSOPs) are statutory tax advantaged discretionary share option plans which can be operated on an all-employee basis but which are usually used on a selective basis. If the statutory provisions are met, favourable treatment can result. The CSOP regime is prescriptive and sets out numerous requirements that must be met at the time the options are granted and at the time the options are exercised, including in relation to: • the company granting the options • the employees being granted the options, and • the shares being placed under option This Practice Note focuses on the CSOP eligibility conditions that must be met by the company and the shares being placed under option. These conditions are described in the context of the income tax relief provided for in sections 521–526 of the Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003). It is important that a company is comfortable that it satisfies these requirements as the onus of responsibility for ensuring that the scheme does fulfil the statutory requirements

While company share option plan (CSOP) options do not have to be subject to performance conditions, shareholders typically prefer and expect discretionary share options (such as CSOP options) to include demanding and appropriate performance conditions. See Practice Note: Comparison of UK Corporate Governance remuneration principles—Performance targets. What is a performance condition? A performance condition is a pre-set target which must be met before a participant can benefit from an option or award granted to them. Performance conditions can relate to anything, but commonly relate to: • the performance of the company as a whole • the performance of part of the company or a certain business of the company (ie the business in which the employee is employed), and/or • the individual performance of the relevant option holder For fuller details of performance conditions generally, including in relation to their purpose, design and communication and associated corporate governance best practice requirements, see Practice Note: Using performance conditions in employee incentive plans. Restrictions on performance conditions attached to CSOP options On the basis of the decision in Inland

This Practice Note covers the following topics: • legislation governing CSOPs—self-certification, registration and filing requirements • the HMRC approval process up to 6 April 2014 • the self-certification and registration regime since 6 April 2014 • self-certification—notice and timing • signing up for the self-certification regime • HMRC power to enquire into a CSOP • outcome of an HMRC enquiry • HMRC general power to require information • annual return filing requirements • common ERS annual return errors • penalties and appeals, and • amending annual returns For more general information regarding company share option plans (CSOPs), see Practice Note: How CSOPs work and key features. Legislation governing CSOPs—self-certification, registration and filing requirements The legislation governing the self-certification, registration and filing requirements for CSOPs is contained in paragraphs 28A–28K of Schedule 4, Part 7, and paragraph 33 of Schedule 4 Part 8 to the Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003). HMRC approval process up to 6 April 2014 Until 6 April 2014, in order to qualify

Generally, the statutory provisions governing company share option plans (CSOPs) do not dictate when, or the circumstances in which, CSOP share options may be or may become capable of being exercised and therefore the company has flexibility in how it drafts the exercise provisions of its scheme. The exceptions to the above are that the CSOP legislation does provide that: • the scheme must ensure that a qualifying CSOP option cannot be exercised if the option holder has a material interest in a relevant company • if the scheme permits the exercise of CSOP options following the death of the option holder then the rules must explicitly state that the CSOP share options must be exercisable for a fixed period of 12 months following the death. This is regardless of any other option exercise provision in the plan except for a company winding up (that includes any provision stating that no exercise of the option is permitted more than ten years after grant) • the scheme may provide that a qualifying CSOP option can be