PS24/6: Primary Markets Effectiveness Review: Feedback to CP23/31 and final UK Listing Rules

Policy Statement PS24/6 Primary Markets Effectiveness Review: Feedback to CP23/31 and final UK Listing Rules July 2024

This relates to Consultation Paper 23/31 which is available on our website at www.fca.org.uk/publications Email: CP23-31@fca.org.uk Sign up for our news and publications alerts See all our latest press releases, consultations and speeches.

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Contents Foreword . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 4 Chapter 1 Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 6 Chapter 2 Overall feedback on the balance of reforms, the new UK Listing Rules structure and supervising the new regime . . . . . . . . . . . . Page 22 Chapter 3 Commercial companies category – eligibility requirements . . . . . Page 37 Chapter 4 Commercial companies category – eligibility and continuing obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 43 Chapter 5 Commercial companies category – significant transactions, including financial distress situations . . . . . . . . . . . . . . . . . . . Page 57 Chapter 6 Commercial companies category – reverse takeovers . . . . . . . . Page 81 Chapter 7 Commercial companies category – related party transactions . . . Page 84 Chapter 8 Commercial companies category – further share issuances, share buy-backs, other matters requiring a shareholder vote and circular content . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 91 Chapter 9 Commercial companies category – annual reporting and governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 97 Chapter 10 Approach to current premium listed categories: sovereign controlled commercial companies and closed-ended investment funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 100 Appendix 1 Made rules (legal instrument – UKLR sourcebook) Appendix 2 Made rules (legal instrument – consequential changes) Appendix 3 Sponsor declarations and other forms (ie, the ‘Procedures, systems Chapter 11 Approach to current standard listing categories . . . . . . . . . . . . Page 105 Chapter 12 Changes impacting all listing categories – eligibility and ongoing. . Page 119 Chapter 13 Suspensions, cancellations and transfers . . . . . . . . . . . . . . . . Page 127 Chapter 14 Implementation and transition arrangements . . . . . . . . . . . . . Page 129 Chapter 15 Role of sponsors in the new UK Listing regime . . . . . . . . . . . . . Page 137 Chapter 16 Consequential Handbook changes . . . . . . . . . . . . . . . . . . . . Page 141 Chapter 17 Cost benefit analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 142 Annex 1 List of respondents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 151 Annex 2 Abbreviations used in this paper . . . . . . . . . . . . . . . . . . . . . . . Page 154 and controls confirmation form’ and the ‘Issuer contact details form’)

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Foreword The UK’s capital markets are the engine room of our economy. They allow companies to raise capital, expand and innovate to grow. They provide investors, including pension funds, with investment opportunities that can benefit from that growth. The UK’s capital markets need to operate efficiently and competitively to thrive on the global stage and contribute to the growth of the country. That is why today we are setting out the final rules for a new, simplified, and more competitive UK listing regime. These rules and accompanying transitional provisions will take effect from 29 July 2024. Our aim is to encourage a wider range of companies to choose to list, raise capital, and grow in the UK, while maintaining high standards of market integrity and consumer protection. These reforms are the most significant changes to the UK’s listing regime in over 3 decades, which is why we have consulted so extensively, with two consultations in May and December last year. We engaged widely and listened carefully to the wide range of views. While there was broad consensus on the need for change to our regime and the importance of vibrant UK listed markets, we recognise there were diverging views. Having listened to all sides in this important debate, we do not believe the status quo is an option. The need for change is clear and widely acknowledged. The risk otherwise is that our regime falls increasingly out of step with those of other jurisdictions, making it less likely that companies eager to grow choose the UK as a place to list their shares. Our final rules for the new listing regime confirm a shift to a more disclosure-based approach, putting information in the hands of investors so they can make informed decisions. They remove barriers for listed companies by no longer imposing shareholder votes on significant and related party transactions, provide more flexibility on enhanced voting structures, and create a single, simpler equity listing category for commercial companies. At the same time, important protections have been retained, for example shareholder votes for reverse takeovers and cancellations of listings. We have kept in mind that investors already choose to put their money in companies listed outside the UK, where the costly obligations we are removing do not exist. We believe institutional investors have the ability and heft to steer the companies they co-own. What’s more, evidence does not suggest that UK-listed companies are valued more highly by investors because of the current regime. Our reforms emphasise the choices available to investors and companies, rather than the regulator making prescriptive, one-size-fits-all decisions. These reforms may mean investors change how they engage with companies, making more use of shareholder rights at law and other mechanisms to scrutinise boards and business strategies. The new listing rules will continue to operate within broader regulatory checks and balances that maintain high, internationally regarded market standards. These include the market abuse regulation, disclosure and transparency, financial reporting and

5 prospectus rules. Company law and corporate governance standards also provide a wider framework that will continue to support good governance and conduct by issuers, and shareholder engagement. Following implementation of these final rules, we will continue to maintain robust oversight of our listed markets, and will take action where we see poor disclosure or serious misconduct. Our sponsor regime, which we are retaining and expanding to cover equity listings of most commercial companies, will remain a critical check, especially for newer business models. We have also listened to feedback on how we can support the sponsor function continuing to be balanced and proportionate. We will formally review our new listing regime in 5 years’ time to assess the impacts on all parts of the market, but will not hesitate to intervene earlier and use our supervisory powers if necessary to ensure market integrity or our other statutory objectives. Regulatory reform is only one of the changes required to reinvigorate the UK’s public markets. We have played our part. Others will need to consider what they too can do. We look forward to building these collaborative efforts to achieve a common aim of a world￾class UK market ecosystem. From the outset of our work, we have acknowledged that greater flexibility for companies to access our markets, and a wider choice of companies to invest in, comes with accepting the possibility of failures. We believe that the changes we are setting out today will better reflect the risk appetite the wider economy needs to achieve growth and promote a more diversified listed market. The reform of our listing rules is one element of our resolution to further strengthen the attractiveness of the UK capital markets, and we will continue to progress our work in support of that aim, including consulting shortly on the new public offers and admissions to trading regime. We look forward to continuing the constructive dialogue we have had with all parts of the market as the new UK Listing Rules come into force. We hope that everyone can now get behind these reforms with our shared common goal of advancing the attractiveness, competitiveness, and strength of the UK’s capital markets. Our work carries on, but the rules published today mark an important milestone on the ongoing journey of promoting growth and sustainable returns for all. Nikhil Rathi, Chief Executive, and Sarah Pritchard, Executive Director of Markets and International

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Chapter 1 Summary 1.1 On 20 December 2023, we published detailed proposals to overhaul the FCA’s Listing Rules (LR) in our consultation paper CP23/31. These proposals followed a prior consultation through CP23/10 in May 2023, and are part of our ongoing response to the UK Listing Review in 2021. Having conducted further extensive engagement and received feedback on our proposals and the wider impact they may have on the overall UK capital markets ecosystem, we are now confirming our final reforms. 1.2 This policy statement summarises the main feedback from the responses to CP23/31 and our further stakeholder engagement. It highlights where we propose to maintain or change our final approach and our rationale, and confirms the final policy position and rules for the new UK Listing regime (see Appendix 1 and Appendix 2). The new UK Listing Rules (UKLR) sourcebook will come into force on Monday 29 July 2024, when the current Listing Rules (LR) sourcebook will cease to have effect and will be replaced in its entirety by the new UKLR sourcebook. Transitional provisions are provided to avoid a cliff edge in requirements for certain issuers and clarify how ‘in-flight’ transactions should be considered in moving to the new UKLRs. 1.3 The feedback to and engagement on CP23/10 and CP23/31 established broad support for a more streamlined and effective listing regime. There was support for a single and simpler category and for the extension of the role of sponsors to a wider variety of commercial companies. However, there remained a significant split in views on some of the key rules for commercial companies with listed equity shares, with a divergence in views on the overall strategic approach of moving away from ex ante controls, set by regulators, to a disclosure-based philosophy and system which puts information in the hands of investors so they can decide whether to invest. 1.4 We are guided by our statutory objectives and recognise the importance of the listing regime in setting high standards that maintain market integrity and consumer protection. While our final rules maintain our overall strategic approach of moving to a disclosure-based philosophy, we have sought to ensure that investor protections remain in key areas such as reverse takeovers where prior shareholder votes will continue to be required. In our final rules we have also sought to specify clearly the types of disclosures that are required to support investor decision making, and have taken feedback from buy-side groups and other market participants on this. Our reforms seek, where possible, to remove disincentives for prospective issuers to choose a UK listing, as well as removing frictions to growth once listed, while continuing to place emphasis on disclosure and putting information in the hands of investors to inform their investment decisions. This final rule set is calibrated to UK markets and the feedback we have received from UK market participants, but also places the UK market on a more consistent and competitive footing with other international comparators. 1.5 Our final position is broadly as consulted on in CP23/31, with certain amendments as set out in this policy statement. At the core of our final rules is the approach proposed in CP23/10 and CP23/31 to remove our current ‘premium’ and ‘standard’ listing segments

7 in favour of a new ‘commercial companies’ category for equity share listings. For this category, we have maintained the approach of not requiring votes on significant and related party transactions and being more permissive in relation to companies listing with dual class share structures (DCSS) or weighted voting rights, subject to amendments discussed below. 1.6 We will, however, continue to carry over other significant aspects of the continuing obligations from our premium listing rules to the commercial companies equity shares category, including votes on reverse takeover transactions and cancellations of listing. We will also apply the UK Corporate Governance Code (UK CGC) to the new commercial companies category. 1.7 For commercial companies, a few areas where the final rules diverge from the proposals in CP23/31, in response to the feedback received, include: • Adjustments to the timing and content of disclosures proposed in relation to significant transactions – giving more flexibility on the timing and content of the disclosures that will be required for acquisitions that are significant transactions so as to ensure shareholders are notified and informed of certain information as soon as possible after terms are agreed, and certain further information as soon as possible and in any event by no later than the completion of the transaction. After completion, companies will also have to make a notification to indicate that the transaction has taken place. • Allowing institutional investors (ie legal persons) to hold enhanced voting rights to ensure that they are not disincentivised from supporting pre-initial public offering (IPO) funding rounds or bringing companies to listing in the UK. But introducing appropriate protections to ensure these enhanced voting rights do not last in perpetuity with a new 10-year sunset for the exercisability of the enhanced voting rights held by these investors to ensure a degree of visibility and predictability to other shareholders and prospective shareholders. • Retaining a requirement that companies must be independent from any controlling shareholder but seeking to support this through disclosures and requirements for directors to formally give opinions on any resolutions proposed by a controlling shareholder when a director considers the resolution is intended or appears to be intended to circumvent the proper application of the listing rules. We believe that these changes more appropriately enable independence rather than the proposal set out in CP23/31, which relied on issuers entering into a binding agreement with controlling shareholders instead. 1.8 In response to further feedback, we have aligned the closed-ended investment funds category more closely with the commercial companies category, while focusing on protections for transactions relating to investment manager fees. For shell companies and special purpose acquisition companies (SPACs), we have broadly reverted to the rules that currently apply to these issuers (in standard listing), but have still set time￾limits within which we expect an initial transaction to be undertaken and will require sponsors for all in this category. 1.9 We have carefully listened to the feedback and recognise that not all parts of the market will agree with certain features of the final rules for commercial companies – principally our

8 decisions to have fewer restrictions on DCSS and to not impose requirements on issuers to seek shareholder approval for significant and related party transactions. However, we think the rules strike the right balance to seek to encourage more issuers to list or stay listed on our markets, while still ensuring market integrity and appropriate consumer protections are in place, when considering the wider regulatory and legal framework in the UK. 1.10 UK listed markets will remain the most transparent and regulated environment in which a company’s securities can be traded and accessed by investors. We want to provide a robust but flexible framework to promote the growth and diversity of businesses on these markets while maintaining market integrity. We expect that market practice will develop around this new rule set, with investors making their own decisions on where to invest, and market negotiation or other industry-led mechanisms determining what standard market expectations and practice will be under the new regime. 1.11 We will, of course, be supervising this new regime closely. Sponsors, approved by us, will play a key role and our focus on standards at listing will remain, as will our focus on market abuse and market oversight. We explain below our supervisory and market oversight approach to the new regime, which is primarily a continuation of applying robust scrutiny of new listing applicants at the gateway, supported by the sponsor regime, and ongoing oversight of market disclosures and conducts. We will consider using our full range of tools to embed good market practices as the new regime settles, although we will seek to limit issuing further guidance and encourage good judgement in the market as far as possible in the early stages. 1.12 We will carry out a formal post-implementation review in 5 years’ time to provide a more holistic assessment of the impact of the new rules, both in terms of whether the benefits we intend have been realised, and if any concerns raised by stakeholders in responses to our consultations and engagement have crystalised. But we will not hesitate to intervene before then, if through our market monitoring, we identify issues which justify us using our supervisory and other regulatory powers to deliver our statutory objectives. 1.13 In Appendix 3 of this Policy Statement, we have included copies of certain revised forms, including sponsor declarations, which we will make available on our website from 29 July 2024 onwards. We have also published in parallel a further Primary Market Bulletin (PMB), which consults on further updates to key Technical Notes, in relation to our expectations of sponsors. The latter related to ongoing engagement and dialogue we have had with sponsor firms around seeking to ensure proportionate market practices in complying with our rules. Finally, in relation to sponsors, we also confirm that rules made in April 2024 to amend sponsor competency requirements will be carried over into equivalent provisions in the UKLRs. What we are changing 1.14 We are making final rules to replace the existing LR sourcebook with a new UKLR sourcebook. As part of these changes, we are removing the concepts of ‘premium’ and ‘standard’ listing, while retaining categories that describe and set rules appropriate to the type of security or issuer type.

9 1.15 While this policy statement summarises the most important aspects of our final rules, it is not an exhaustive summary of the new UKLR. The new UKLR sourcebook is the determinative instrument and should be read in its entirety in addition to this policy statement to understand the full detail of our final rules. Table 1: Summary of approach to final rules, UKLR reference and relevant Chapter in this Policy Statement Listing Category or topic Key features of final rules for the new UKLR Sourcebook (See final instrument in Appendix 1 for the full rules and guidance) Additions or changes from CP23/31 are shown in underline UKLR Chapter Where you can find more detail in this document Commercial companies (Commercial companies (equity shares) category) Eligibility • No listing requirements for historical financial information, revenue track record and clean working capital statements, although prospectus rules will still require such disclosure. • Sponsor requirement for new applicants. UKLR 5 Ch 3 Eligibility and continuing obligations • Controlling shareholders: Retaining a requirement for independence from controlling shareholder, amended guidance on factors indicating non-independence, no requirement for a controlling shareholder agreement. New mechanism for directors to give an opinion on a shareholder resolution put forward by a controlling shareholder when the director considers that the resolution is intended or appears to be intended to circumvent the proper application of the listing rules. Maintain certain related voting controls. • Control and independence: No eligibility and ongoing rules requiring that a company has an independent business and has operational control over its main activities. • Externally managed companies: Retaining rules preventing externally managed companies from listing in this category. • Dual/multiple class share structures: Permitting issuers to have dual/multiple class share structures at admission. Enhanced voting rights only to be held by specified natural persons without a time-based sunset clause, or pre-IPO investors that are legal persons subject to a maximum 10-year period after which enhanced rights should expire. Retained voting restrictions on certain matters, including dilutive transactions and cancellation of listing. UKLR 5 and 6 Ch 4

10 Listing Category or topic Key features of final rules for the new UKLR Sourcebook (See final instrument in Appendix 1 for the full rules and guidance) Additions or changes from CP23/31 are shown in underline UKLR Chapter Where you can find more detail in this document Continuing obligations • Significant transactions: No requirement for shareholder approval but market notifications for transactions ≥25% in size (based on class tests), removal of the profits test and new guidance on what constitutes ‘ordinary course of business’. • Notifications: specific content for market notification for transactions ≥25%, but not requiring financial information or fairness statements for acquisitions. Allowing certain items to be disclosed as soon as soon as possible after the information has been prepared or the company becomes aware of it post￾announcement. Require a notification to confirm when a transaction is completed. No working capital statement or re-stated historical financial information required. • Related party transactions: No requirement for shareholder approval, but market notification, sponsor fair and reasonable opinion and board approval at ≥5%. • Reverse takeovers: Continue to require an FCA approved circular and prior shareholder approval for transactions ≥100% or involving a fundamental change in business. • Share buy-backs, non pre-emptive discounted share issuances and cancellation: Retained shareholder votes. • Annual reporting: Comply or explain disclosure against the UK Corporate Governance Code, reporting on climate related and diversity matters, and other annual disclosures currently required in premium listing rules. UKLR 7-10 Ch 5-9 Sovereign controlled companies • Provide certain alleviations for equity shares of sovereign controlled issuers within the commercial companies category, while removing a separate category for these shares. • Removing the concept of ‘premium listed’ certificates representing shares in a sovereign controlled issuer (can be listed in UKLR 15). As above Ch 10

11 Listing Category or topic Key features of final rules for the new UKLR Sourcebook (See final instrument in Appendix 1 for the full rules and guidance) Additions or changes from CP23/31 are shown in underline UKLR Chapter Where you can find more detail in this document Closed-ended investment funds category • Retention of shareholder votes on material changes to investment policies and management fee changes. • Other significant or related party transactions aligned to rules for commercial companies (above). • Confirmed change to definition of independent director. UKLR 11 Ch 10 Open-ended investment companies category • Only consequential or minor changes to existing requirements. UKLR 12 Ch 11 Shell companies category • Enhanced eligibility requirement for shells and SPACs to have time limit of 24 months to complete a transaction, but with additional flexibility to extend by 12 months up to 3 times subject to shareholder approval, which can be extended for a further period of up to 6 months in specified circumstances. • Require board approval of initial transaction as a continuing obligation. • Revert to a guidance approach whereby larger SPACs may voluntarily choose to put in place sufficient investor protections, so that the smooth operation of the market is not jeopardised, in order to avoid a presumption of suspension (similar to existing rules in LR 5.6.18AG). • Sponsor required in various circumstances (eg, at admission and to support initial transaction (reverse takeover)). UKLR 13 Ch 11 International secondary listing category • For non-UK incorporated companies with another listing on a non-UK market, subject to certain conditions, ongoing requirements effectively maintain standard listing rules. UKLR 14 Ch 11 Transition category • Closed category based on current rules for standard listed shares. UKLR 22 Ch 11 Non-equity and non￾voting equity, and other categories • Discrete categories for non-equity shares (including preference and deferred shares) and non-voting equity shares, certificates representing shares (depositary receipts), debt securities, securitised derivatives, and warrants and miscellaneous securities. • Consequential or minor changes from existing requirements. UKLR 15-19 Ch 12

12 Listing Category or topic Key features of final rules for the new UKLR Sourcebook (See final instrument in Appendix 1 for the full rules and guidance) Additions or changes from CP23/31 are shown in underline UKLR Chapter Where you can find more detail in this document Cross-cutting • Applying 4 existing Premium Listing Principles to UKLR Ch 12-13 rules all issuers. • Require additional key contact details for all issuers and guidance on access to issuer information, subject to minor amendments. • Board declaration at point of listing on systems and controls. • Generally retain existing approach to other general admissions requirements, suspensions, cancellations and transfers. 1-3 UKLR 20-21 Implementation • Retain 2-week period between final rules and date TP Ch 14 and transition rules apply. arrangements • Adjustments to transitional provisions to reflect changes in final rules for certain categories, and other minor clarifications. Sponsors • Sponsor regime applied to commercial companies, shell companies and closed-ended investment funds at application stage and on reverse takeovers. • Ongoing role limited to further issuance listing applications with a prospectus, related party fair and reasonable opinions, or where issuers seek guidance, modifications or waivers to FCA rules (including on class tests). • Final rules already made to amend sponsor competency to be carried over. UKLR 4 UKLR 24 Ch 15 Consequential amendments Proceeded largely as consulted on subject to minor amendments N/A - other Ch 16 The context of this policy statement Our consultations under CP23/10 and CP23/31 1.16 In March 2021, the UK Listing Review made 15 recommendations in relation to how companies access and raise finance on public markets to ensure that the UK remains an attractive location for companies to list and grow. After the publication of the UK Listing Review in March 2021, we moved swiftly to respond to the recommendations. In July 2021 we published PS21/10 with final rules on strengthening investor protections in SPACs. In CP21/21, we consulted on targeted changes to remove immediate barriers to listing, make our rulebooks more accessible and to protect and enhance market

13 integrity. Following this, we implemented several targeted reforms to the current Listing Rules while also opening up a broader discussion on the purpose of the listed markets within the wider ecosystem of public markets, through PS21/22 in December 2021. 1.17 This was followed by DP22/2 in May 2022 and CP23/10 in May 2023, in which we sought further views on how the listing regime could be adapted to ensure the value of listing is easier to understand, to promote broader access to listing for a wider range of companies, and to empower investor decision-making. 1.18 This process of policy consideration allowed us to identify and then filter down from a long list of possible policy alternatives and explore, refine and assess more deeply the likely costs and benefits of these policy choices. 1.19 In December 2023 via CP23/31, we set out a detailed explanation of our proposals to reform our current listing regime, building on the framework we previously proposed in CP23/10 and taking into account the feedback we received in response to that consultation and our extensive engagement with a wide range of stakeholders. It also set out, in Annex 2 to CP23/31, a cost-benefit analysis (CBA) on our full set of policy proposals. 1.20 Along with CP23/31, we published a proposed new sourcebook, to be referred to as the UK Listing Rules (UKLR) to replace the current Listing Rules (LR) sourcebook in its entirety. A first tranche (tranche 1) of the proposed UKLRs was published alongside CP23/31 on 20 December 2023, and on 7 March 2024, a second tranche (tranche 2) was published as part of a full updated draft instrument containing tranche 2 alongside the original tranche 1 drafting to form a complete draft instrument for the full UKLRs, along with proposed transitional provisions and a separate consequential amendments instrument. 1.21 The consultation period for the majority of our proposals in CP23/31 closed on 22 March 2024, and the consultation period for responses on tranche 2 of the draft UKLR instrument and the consequential amendments instrument closed on 2 April 2024. The consultation period for our LR 8 proposals regarding sponsor competence closed earlier on 16 February 2024 and the relevant changes were made to the current LRs with effect from 26 April 2024 via Handbook Notice 118. At the same time, we confirmed the final technical note changes in relation to sponsor competence rules in LR 8 via Primary Market Bulletin 48. Engagement and feedback to CP23/31, and our subsequent approach 1.22 As with CP23/10, during our engagement on CP23/31, we sought feedback from current and prospective issuers, a range of institutional investors and retail investor groups, asset managers, pension schemes, advisers, trade bodies, and other stakeholders. We supplemented the formal written responses with extensive face-to-face meetings, including at C-level and in a variety of settings. We also continued to engage with our panels, namely, the Financial Services Consumer Panel, the Markets Practitioner Panel, and the Listing Authority Advisory Panel. In total, we received 70 formal written submissions reflecting 62 different organisations or individuals. Non-confidential respondents are listed in Annex 1.

14 1.23 Feedback to CP23/31 is more fully summarised in later Chapters. It is clear from our extensive consultations that issuers and the wider sell-side community view these as the most important reforms to improve UK competitiveness and promote growth in UK listed markets, while retaining transparency that supports market integrity and investor choice. There was strong, positive, cross-market support from the vast majority of respondents for moving to a single category for commercial company equity listings and a simplification of rules to promote UK markets. Many market participants believed the proposals would provide a material impetus to encouraging new listings, retaining current listings and promoting growth on-market (eg via mergers and acquisitions (M&A)). 1.24 Most pension schemes, asset managers, and certain trade associations expressed a strong preference for having more restrictions on DCSS and retaining the current premium listing rules for ex-ante shareholder approval of significant transactions and related party transactions, and reiterated concerns over how the proposals may impact investors’ ability to engage and hold boards to account effectively. However, we received little evidence to demonstrate that these features currently result in a valuation premium accruing to UK listed equities or increased asset allocation. 1.25 Conversely, existing data shows a long-term trend of de-equitisation by UK pension schemes and more global diversification away from the UK equities by UK pension funds and asset managers. Over the past 20 years, UK defined benefit (DB) pension schemes have tended to transition away from investments in UK equities to investment in fixed income products. Furthermore, as of 2021, 77% of UK asset manager allocations in equity were invested in non-UK equities, meaning that UK asset managers are increasingly investing in jurisdictions without similar regulatory provisions to the current LRs. Moreover, mandates linked to UK company equity indices could easily be tailored to remove issuers with particular characteristics, such as DCSS, should investors wish to avoid such exposure. 1.26 We published our CBA as part of CP23/31 and received limited comments or challenge. In one instance, indicative figures were provided to us on potential costs to be incurred for undertaking additional due diligence at IPO, for issuers with DCSS, or on significant/ related party transactions. While these costs were not substantiated or detailed, even if accepted at face value they did not offset our estimates of potential benefits from reducing frictions on transactions. We have considered all of this feedback, and it has not materially impacted our CBA. 1.27 Premium listing under the current regime remains a choice for the company when applying to list, since a company can alternatively elect for a standard listing. The key provisions set out for the new category for commercial companies are already permitted in standard listing. 1.28 We did not receive any direct representations in response to CP23/31 from a Committee of the House of Commons or the House of Lords, or a joint Committee of both Houses. We have had an ongoing dialogue on our work with the House of Commons Treasury Select Committee, including in our regular hearings, as well as with the House of Lords Financial Services Regulation Committee.

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Wider context 1.29 While these changes represent a significant moment in the evolution of the UK listing regime, it is important to note that a wider set of UK market regulation remains in place to protect investors in UK listed markets. We have taken this broader ecosystem into account when finalising our rules. 1.30 The disclosure requirements under the UKLRs will complement other requirements that already exist within our ecosystem, which include: • the Market Abuse Regulation (MAR), which requires ongoing disclosure of inside information and provides a basis for action against misleading statements and delayed disclosure • annual and interim financial reporting required by our Disclosure Guidance and Transparency Rules (DTR) which will continue to underpin disclosure in markets, and • the current UK Prospectus Regulation, which sets out whether and when prospectuses are required, which will be replaced in due course by the new Public Offers and Admissions to Trading Regulations (POATRs) regime and our rules to support this, on which will intend to consult later this summer 1.31 We hold supervisory and enforcement powers in relation to these requirements, and have dedicated, specialist teams monitoring and ensuring adherence. Civil and criminal penalties also apply for breach of such requirements, including under MAR and the Financial Services and Markets Act (FSMA). 1.32 Other investor protections are provided by UK company law which secures fundamental shareholder rights and enables shareholders to hold management to account, including, for UK companies, the ability of one or more shareholders holding at least 5% of the voting shares in a company to propose resolutions at general meetings. There is no restriction on the type of resolutions that shareholders holding 5% or more can propose, which gives shareholders a significant ability to hold the companies in which they invest to account and challenge decisions made. 1.33 More widely, the Financial Reporting Council’s (FRC) UK Corporate Governance Code (UK CGC) and Stewardship Code deal with relationships between investors and companies and promote additional transparency. The FRC’s recently updated UK CGC continues to provide a robust framework for good corporate governance practices, and to which our rules for commercial companies and closed-ended investment funds will continue to refer. We will consult on making consequential changes to the UKLRs at a later stage to reflect the 2024 version of the UK CGC. 1.34 The FRC’s Stewardship Code is an important feature of UK market practices in terms of investor engagement with companies they invest in and extends to key service providers, such as proxy advisors. The FRC has commenced a review of the Stewardship Code and has already undertaken extensive stakeholder engagement earlier this year. The FCA is engaging with the FRC and recognises the value of effective stewardship to support high quality engagement between companies and shareholders as part of well￾functioning capital markets.

16 The FCA’s supervisory approach and the sponsor regime 1.35 As set out more fully in Chapter 2, the FCA’s Market Oversight (MO) directorate will continue to oversee our markets and provide a robust supervisory and enforcement environment to promote market integrity. This includes: • our gateway transaction review function that reviews and approves draft prospectuses and accompanying applications for listing • our market oversight function which monitors the conduct of listed companies and other primary market participants, promoting the transparency upon which trusted markets depend, and • our supervision of sponsors, whereby we will continue to apply an intensive authorisation and supervisory approach to sponsor firms, based on the new UKLR sourcebook, while also working collaboratively with firms to ensure our supervisory messages and market practice are not disproportionately applied, including in areas such as record keeping 1.36 In relation to the last point, a new PMB published today sets out further Technical Note guidance proposals relating to the sponsor regime. This follows continued engagement with sponsors since the start of the year, in parallel with our consultation. 1.37 Chapter 2 sets out the continued value we see in the sponsor regime under our new UKLRs, particularly in relation to admissions to listing in the commercial companies, closed-ended investment funds and shell companies categories and certain other post-admission activities. We detail our final approach to sponsors below. Overall, the judgement and expertise of sponsors will continue to play a key role in supporting issuers and high standards in our markets. At the same time, sponsors are not intended to remove investment risk related to an issuer’s listed securities, and the assurance of a sponsor remains subject to a ‘reasonable steps’ approach. Outcomes we are seeking 1.38 In our 3-year strategy launched in 2022, we committed to seizing the opportunity to further strengthen the attractiveness of UK capital markets. 1.39 We are seeking to establish a simplified regime that meets our objective to ensure markets function well. In doing so, we seek to advance and balance our market integrity objective and our consumer protection objective. We have also had regard to our secondary international competitiveness and growth objective (SICGO). 1.40 As we acknowledged in CP23/10 and CP23/31, the listing regime is not the only consideration, and perhaps not the primary one, in decisions made about when and where to take companies public. During our engagement, many participants have also acknowledged this. However, we also recognise the potential for regulation to impact the balance of such considerations, and the wider market sentiment. 1.41 We want to ensure that our rules promote efficient and effective primary markets for companies accessing public markets for the first time and when raising further capital, and to ensure that investors have access to timely information to invest with confidence. We

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want to ensure regulation can better meet the needs of issuers and investors in line with our commitment to strengthening the UK’s position in global wholesale markets. As we also set out both in CP23/10 and CP23/31, we are committed to doing our part in seeking to ensure that the UK’s listing regime is proportionate, competitive, and functions well. 1.42 Specifically, our move to a simpler, more disclosure-based listing regime with a single commercial companies category that continues to promote market integrity is aimed at helping boost UK growth and competitiveness by making our regime more attractive to a wider range of companies, so they list and grow here. This should also provide greater opportunities for investors, while requiring disclosure so shareholders retain the ability to exercise stewardship and other rights to influence company behaviour. It also involves some re-balancing of risk for investors as part of ensuring the market overall supports the risk appetite the economy needs. A revitalised UK equity market should both ensure low-cost capital for issuers and improve investment opportunities for investors in UK listed securities. 1.43 Our aim is to secure an appropriate degree of protection for all investors, to ensure well￾functioning markets, and that take into account international comparisons and changes in global investor behaviour and preferences. Measuring success 1.44 As set out in CP23/31, over time, we will consider the impact of our final rules by monitoring: • The number and overall market capitalisation (value) of commercial companies with UK-listed equity shares (both versus historic trends and relative to other markets) and levels of capital raising on UK listed markets. • The number of UK incorporated companies who choose to list overseas and their reasons for doing so. • The development and experience of listing regulation in other main international jurisdictions. • Trends in the participation of UK listed companies in global M&A including deal values and deal volumes. • The development of the UK investor base compared with that of main international jurisdictions. • The diversity in the types of commercial companies listing their equity shares in the UK (ie, more technology or earlier stage companies) and raising capital on UK markets for listed securities. • Whether there is any increase in formal shareholder motions against companies or their boards in relation to transactions that would have previously required prior shareholder approval under premium listing rules. • Data regarding notifications of potential misconduct made to the FCA along with our own detection work, and assessing the quality of disclosures being made particularly in relation to transactions and any investor feedback on these. • The number of commercial companies de-listing their equity shares, and their reasons for doing so.

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• The impact of other factors on listing decisions based on intelligence gathered from our engagement with issuers, sponsors, and other stakeholders such as trade associations. 1.45 As noted elsewhere in this document, while we will monitor the new regime on an ongoing basis and assess key indicators as above, we also intend to conduct a formal post￾implementation review after 5 years to consider the overall impact of these changes. How it links to our objectives 1.46 As we stated in CP23/31 and above, these reforms are linked to our broader vision for regulating the UK’s wholesale markets and our statutory objective of making markets work well, improving their efficiency and effectiveness, and thereby helping us protect and enhance the integrity of the UK financial system as a whole. We summarise our position below, but see CP23/31 for additional detail. Consumer protection 1.47 Our operational objective is to ensure an appropriate degree of protection for consumers. Therefore, we have carefully considered how to balance investor protection with the opportunity for investors to access a potentially wider range of investment opportunities. By focusing on ensuring sufficient, timely disclosures, we seek to allow investors to make informed investment decisions and engage as shareholders with the boards of the listed companies they have invested in. 1.48 We recognise that these changes will place an onus on companies and shareholders to find ways to engage effectively with companies without FCA intervention, and there may be greater reliance on engagement through other channels such as annual general meetings to express concerns. This may mean investors who previously invested in premium listed shares need to enhance their approach to due diligence and risk assessment. We have considered this as part of our CBA. 1.49 If certain protections no longer offered by our rules are viewed as important to certain groups of investors, then there are still mechanisms by which markets can set such conditions or seek to influence behaviours using their market power at the point of their investment such that they are “baked in” protections for investors. For example, asset owners could make changes to their investment mandates, index providers could review inclusion criteria, or rules set by exchanges can cater for different risk tolerances or preferences. Market integrity 1.50 Our final rules seek to promote market integrity by ensuring timely disclosures that support investors to make informed investment decisions and engage as shareholders with the boards of the listed companies they have invested in. 1.51 We are aware that providing access to a wider range of listed companies may result in increased risk of exposure to individual company failure. This might arise because listed

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commercial companies have a higher risk-profile at the point of initial admission to listing or companies may be encouraged to pursue riskier transactions post admission to listing if the prospect of a shareholder vote on the transaction is removed. Corporate failures could have consequences for overall market confidence and integrity. However, noting that a listing has never been a guarantee of the relative risks of an investment, overall, we consider such cases may be limited and are of the view that these risks are offset by the wider benefits for the market if we see a more diverse range of companies listing in the new commercial companies category and more investment opportunities. 1.52 As noted previously, we will continue to have a robust and well tested transparency regime for issuers that will complement the new approach to notifications in the UKLR, including retained annual reporting disclosures in UKLR and the existing DTR and MAR requirements. These taken together should promote market integrity and ensure that investors receive timely and accurate information, which in conjunction with their own analysis, can inform their investment decisions. Competition 1.53 Our final rules aim to simplify choices for companies as they consider listing in the UK by creating a single listing category for commercial company equity shares and reducing hurdles to remaining listed in the UK for issuers in this listing category. As we stated in CP23/31, in doing so, we aim to improve accessibility for companies looking to raise capital which should allow more competition and give investors access to more diverse investment opportunities on transparent UK public markets, as well as enabling UK regulated market operators and advisors to compete more effectively to attract and retain listed companies. Secondary International Competitiveness and Growth Objective (SICGO) 1.54 The Financial Services and Markets Act 2000 as amended by the Financial Services and Markets Act 2023 requires us to consider the international competitiveness of the UK economy (including in particular the financial services sector), and its growth in the medium to long term. 1.55 We have carefully considered our final rules in light of other leading international listing markets. While recognising regulation is only one factor in listing decisions by companies, our final rules remove certain aspects of our current regulation which we consider may create disincentives for companies to list in the UK vis-à-vis other international markets. Given global investors allocate capital across those other markets and with no clear evidence of a valuation premium for UK listed companies in light of these additional standards or of these additional standards being regularly used, we see no clear evidence to suggest the commercial companies category in our final rules will lead to reduced investor participation or valuations. We consider our final rules should deliver more proportionate regulation and enable our markets to be competitive in attracting listings and promoting growth of UK listed companies. This would in turn support the wider UK economy and returns for investors.

20    Equality and diversity considerations 1.56 During the period between the publication of CP23/10 and this PS, we continued to consider the equality and diversity issues that may arise from our proposals and our final rules. 1.57 We do not consider that our final rules materially impact any of the groups with protected characteristics under the Equality Act 2010. Environmental, social & governance considerations 1.58 In consulting on and then finalising our rules, we considered the environmental, social and governance (ESG) implications of our proposals and our duty under FSMA to have regard to contributing towards the UK’s compliance with its net-zero emissions target and environmental targets under relevant legislation. Maintaining high-quality disclosures from listed companies on the climate-related risks and opportunities they face is material to the ongoing effective allocation of capital, including for the purposes of the companies’ own transition and – by extension – the achievement of net zero across the economy. As a result, we consider that our finalised rules will assist in achieving the UK’s net-zero emissions target. Who this affects 1.59 Our final rules will affect: • companies currently listed in or considering a listing in the UK • existing and prospective investors in UK listed companies, including individual and institutional investors • the advisory community that advises and supports issuers undertaking an IPO and meeting ongoing obligations post admission to listing and trading, including existing and prospective sponsor firms, investment banks, law firms and accountancy firms • UK exchanges and operators of markets for listed securities, and • intermediaries who may facilitate, including providing execution and/or marketing of investments to issuers whether at IPO or in secondary markets 1.60 The following will also be interested, among others: • trade associations representing the various market participants above or member groups with thematic interests (eg, general capital markets, governance or stewardship etc), and • wider financial market participants, such as research analysts and index providers, academics and other market commentators

21 Next steps What you need to do next 1.61 Market participants impacted by these changes should read this policy statement and the accompanying final rules instruments. These rules will also appear in the FCA Handbook on 29 July 2024, when they come into force. 1.62 Those current standard listed issuers whose listings will be assigned to the transition category can apply from Monday 29 July 2024 to be transferred to the new commercial companies category under the modified transfer process explained in Chapter 14. These issuers should consult with their advisors, including a sponsor firm, in order to take this opportunity forward. 1.63 Issuers and sponsors can still approach us for individual guidance. However, as we explain later, we will set a relatively high bar for guidance requests as we expect market participants to use their expert judgement in the first instance to develop appropriate market practices in line with the new rules. It remains the case that we will not provide guidance on a hypothetical or no-names basis. What we will we do next 1.64 As stated above, the instruments published today will come into force on Monday 29 July 2024, when the current LR sourcebook will cease to have effect and will be replaced in its entirety by the new UKLR sourcebook. 1.65 In time for market opening on 29 July 2024, the Official List will be revised to display, in each individual entry, the new listing category applicable to the security listed. We expect these new values to be visible in our Electronic Submission System (ESS) from Friday 26 July. Table 2 setting out the final structure of the UKLR sourcebook including the listing categories is set out in Chapter 2. Each entry in the Official List will display one of these categories. 1.66 Prior to the publication of this policy statement, we wrote to all commercial companies with a premium listing under LR 6 and companies with a standard listing under LR 14 to notify them of how their entry on the Official List would be shown, assuming we proceeded with the proposals in CP23/31. To support this exercise, we undertook a process to map issuers’ existing listings to the new categories in the UKLRs. As we are proceeding with the main UKLR categories as we consulted on, these notifications – subject to any changes discussed and agreed with individual issuers as a result of the dialogue – will form the basis for how securities will be categorised and displayed on the revised Official List. 1.67 We expect to deploy the required IT systems changes over the weekend of 26-28 July 2024. We will also release new and amended forms, checklists, and sponsor declarations on our website from 29 July to align with the new UKLRs, and will withdraw equivalent documents linked to the current LRs. However, some of these amended forms are provided in Appendix 3 of this Policy Statement for reference.

22 Chapter 2 Overall feedback on the balance of reforms, the new UK Listing Rules structure and supervising the new regime 2.1 In this Chapter we describe the feedback we received on our CP23/31 proposals in general terms, given we received broad commentary in a number of responses. We also note feedback and confirm our approach to the general structure and organisation of the UKLR sourcebook and categories, which will shape the new Official List. We also detail how we intend to supervise and oversee our listed markets going forward. Feedback on the overall balance of reforms – focusing on commercial companies 2.2 In CP23/31, having set out the context and overarching approach to these reform proposals, we asked: Question 1: Based on our overall proposals for commercial companies, and taking into account the broader UK regulatory, legal and corporate governance environment, do you believe that we have struck the right balance in designing a proposed regime that enables the conditions for a stronger, more effective and competitive listed market with appropriate measures in place to support market integrity and investor protection. If not, what changes should be made? 2.3 Either in direct response to this question, or in general support to their submissions, many respondents provided broader thoughts on the proposed changes either in place of, or as well as addressing the more detailed questions we asked about specific aspects of the proposed rules. These views primarily focused on the extent to which our proposed listing rule reforms would impact listing decisions by commercial companies (with an implicit focus on equity share listings), and general views on our proposed approach to the commercial companies category. We summarise these views here and provide a general response to certain key themes, although we expand further in later chapters on responses to specific rules. 2.4 The over-arching theme in responses was generally a split between: • investors and investor groups who expressed a very strong preference for commercial company rules to retain premium listing provisions requiring shareholder approval of significant transactions and related party transactions, and greater restrictions on the terms of acceptable dual class share structures, and • issuers, banks and professional advisors that, generally, viewed the changes as consulted on positively, and in particular saw the removal of premium listing votes

23 on significant transactions and related party transactions and a more permissive approach to DCSS as necessary to bolster the attractiveness of UK listed equity markets to companies and promote the competitiveness of UK listed companies in global M&A, with other flexibilities also potentially making it easier to do business as a UK listed issuer Key themes from investors 2.5 There was a high degree of consistency in responses received from pensions schemes, asset managers, representative trade bodies and corporate governance groups to CP23/31 with those views provided to CP23/10. A few provided additional examples or cited studies to further support those views. We recognised the strength of feeling among these groups and sought to engage through in-person meetings at a senior level to hear those concerns first-hand as well as to discuss ways that investor protection could be achieved while retaining an overarching disclosure-based philosophy. 2.6 While we address specific areas of the rules in detail in later Chapters, some of the overarching themes of investors’ responses were: • That the specific commercial companies category rules on DCSS and not including shareholder votes on significant transactions and related party transactions would: – undermine corporate governance over time and the UK’s reputation for robust investor protections, high standards, and a stable policy environment, particularly if boards become entrenched and less answerable to shareholders leading to a reduction in the UK market’s attractiveness to investors – reduce independent shareholders’ ability to influence the decisions of companies, in which they invest, and exercise effective stewardship, which for asset managers and pension trustees forms part of their fiduciary duty, particularly for minority shareholders – increase due diligence costs and potential investment risk, which may also lead to more price volatility due to valuation challenges, and – may, in aggregate, make the UK less attractive for investors and lead to changes in asset allocation and lower valuations and poorer outcomes for end consumers eg, beneficiaries to pension funds • That some of these factors, particularly related to issuers with DCSS, would be exacerbated for investors in passive / index tracking strategies or smaller investors eg, since they may not invest or would have little influence on the terms set with an issuer at IPO, and yet would have to accept these risks if an issuer was included in any index or they invested as a later stage. Smaller investors would also have less ability to engage companies in lieu of shareholder votes and companies would have less incentive to engage them, and passive investors would have less opportunity to disinvest if constrained by their investment mandates. • That such changes may not be effective in improving UK markets, since other factors outside regulation have far more influence over listing decisions, and changes may in fact have the opposite effect as high (premium listing) standards were a selling point to investors and so benefitted companies. • In addition, shareholders:

24 – Lack power to negotiate shareholder voting rights at IPO – the investment opportunity will be presented on a ‘take it or leave it’ basis. The company may still be investable, but the investment is riskier from the outset. – Lack opportunity post-IPO to engage and influence boards of companies they’ve invested in – company boards will reach out only to their largest shareholders when considering significant transactions – Lack power to ensure effective governance at board level and change composition – Have less capacity to absorb due diligence costs – Cannot necessarily predict board behaviour or decision-making, even where they are well-informed about the intended growth strategy for the company • That our case for change was insufficiently substantiated or relied on cross￾jurisdictional comparisons that didn’t account for other differences (eg, US litigation culture and more onerous corporate law framework), and some of the mitigations we suggested may be ineffective or have undesirable effects. For example, relying on engagement with Boards and rights under company law in lieu of votes may be unrealistic or less effective, or might ultimately lead investors to take legal action in extremis and make engagement more adversarial, including on board appointments. • That the predominant view of those pension schemes and buy-side firms responding was a preference to retain premium listing rules for DCSS and votes on transactions. Relatively few alternatives to our proposals were put forward otherwise. In the case of DCSS, a mandated maximum time period (sunset clause), usually c.5-7 years, or requirement for issuers to seek shareholder approval after a similar period in order to maintain a DCSS structure was the most frequent suggestion. For shareholder votes on transactions, no alternatives to a vote were offered nor did investors substantively comment on the disclosure proposed in lieu of a vote. A few responses alluded to minority views that a slightly higher threshold for such votes versus the premium listing thresholds and / or less required content in circulars supporting such votes might be acceptable. Overall, however, the views centred almost exclusively on retaining the vote. Key themes from issuers and the sell-side 2.7 Across the various parts of the sell-side, including issuers themselves or bodies representing them, banks/advisors, and lawyers, there was similarly mostly uniform views on the overarching approach. Again, we engaged extensively to seek views first hand. The sell-side view was, generally, overwhelmingly supportive about the changes. They were more open to DCSS and moving away from ex-ante controls such as shareholder votes on transactions. They were generally opposed to time-limited sunsets on DCSS. The overall shift to a focus on disclosure that supports market integrity but giving issuers more flexibility around share structures and decisions over transactions once listed was welcomed. Some saw this as potentially transformative to the UK’s attractiveness in encouraging issuers to list in the UK. Others, while positive, felt regulatory change may not, in isolation, shift the likelihood of more UK listings given the many others factor influencing companies’ decisions on whether and where to list. 2.8 Given a general theme of support, many sell-side responses agreed with the related rationale and analysis we had presented. Some added additional colour with examples

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or noted the better alignment the changes would provide vis-à-vis other international markets such as the US or Amsterdam Euronext. Some respondents felt we could go even further in moving to streamline requirements, relying more on MAR for market notifications, including some opposed to maintaining shareholder votes on dilutive share issuance or cancellation. Controlling shareholder requirements were also raised (see more detailed feedback later on). Such responses pointed to the existing standard listing rules and felt there should be a very strong case to implement any standards that were higher than those in place currently for commercial companies given that standard listing is currently ‘acceptable’ from a regulatory perspective. Very few on the sell-side suggested adopting more of the premium listing regime when settling on the final rule set, with a single set of rules. 2.9 With respect to DCSS, existing and prospective issuers and advisors engaging with those companies felt it was imperative to have flexibility, particularly in technology￾driven sectors (eg fintech) where the corporate structures that tend to be put in place and used in these sectors can differ from other sectors. The wider variety of structures and terms DCSS could take for certain issuers – even if potentially including features like time-based sunset clauses – meant they welcomed the proposals set out in CP23/31 in general. Removing votes on transactions was seen as highly beneficial to existing listed issuers and in supporting UK issuers in global M&A as well as supporting issuers wishing to grow their business and be more attractive to companies with certain ownership or corporate structures. Our response: We have carefully considered the wide range of views received on the balance of our overall reforms. In doing so, we remain focused on how to best achieve our statutory objective to ensure markets work well, key operational objectives to protect and enhance market integrity and secure an appropriate degree of consumer protection, and our secondary international competitive and growth objective. We welcome the general support for seeking to simplify our regime and removing the current two-segment model. Consistent feedback over several years, including in response to the UK Listing Review and our DP22/2, has been that the current premium listing rules are viewed as too onerous, while the standard listed segment is poorly understood. Index inclusion attaching to premium listing also makes standard listing far less attractive. Wider analysis presented in our previous document points to the long-term trend of declining numbers of UK equity listings and flat growth in the market capitalisation of UK listed companies. For these reasons, we have maintained the central premise of our reforms to move to a single, main category for equity shares in commercial companies and remove the concepts of ‘premium’ and ‘standard’ listing more generally from our listing regime. In terms of the specific rules for the commercial companies category, we have entered into extensive discussions with market and sought views across two consultations. We have listened to these views and

26 considered in detail the many thoughtful responses provided by different groups. We recognise why many investors have preference for key elements of our premium listing rules. However, we have also carefully considered the key trade-offs in terms of accessibility for issuers in moving to single equity segment and where regulation is necessary to address market failure – as distinct from market risk or securing specific investor interests. International comparators and data have also been considered alongside the arguments presented to us. We set out thinking on the specific changes below but, overall, we have concluded that the approach as consulted on in CP23/31 remains preferable in those key areas of votes on transaction and DCSS. While we take seriously arguments that the changes may reduce the attractiveness of investing in UK listed companies and may impact investors’ ability to hold boards to account, it remains the case that there is no discernible evidence that companies ‘benefit’ from our premium listed rules eg, such as additional shareholder approvals for transactions, in terms of better valuations, capital allocation or overall corporate outcomes. Instead, as noted above, there are long-running trends of UK pensions and insurance schemes de-equitising from UK listed companies, while UK assets under management in equities have seen a gradual reduction in UK exposures and an increase in global allocation. There is instead stronger evidence of the costs these provisions introduce, which supports views that such rules make the UK market less attractive for companies and may reduce the growth and returns of existing listed companies entering into such transactions, which ultimately passes back to investors. The absence of comparable rules in certain jurisdictions, in particular the US and EU, which are both markets which attract significant investment, suggest both that such standards are not pre-requisites to investment – nor, based on the continued credibility of those markets necessary to ensuring market integrity. Additional evidence provided since CP23/10 has been carefully considered, but has not materially changed the original CBA, as discussed further in Chapter 17. While one respondent did offer estimates of specific due diligence costs they felt may arise due to our changes, this was the only data point provided across two consultations. In practice, given many investors’ global activities and significant investment in markets which do not mirror the UK’s current provisions, which are likely based on common investment processes, we consider the lack of cost figures may reflect the fact this may be relatively marginal for many as they already account for different regulatory frameworks and focus predominantly on the fundamentals of a company. On balance, the potential benefits from reduced transaction costs and frictions from removing the requirement for votes still outweigh costs. We also still consider more flexible rules, including on DCSS, may have incremental benefits for the attractiveness of the UK regime for prospective listings. We recognise that companies’ corporate governance models are an important consideration when investing. That is why we have consciously

27 maintained the link to reporting annually against the UK CGC in our rules for commercial companies, supporting transparency and accountability to shareholders. This also represents an uplift for companies versus our current approach for standard listed issuers. Existing high standards in UK governance practices and transparency on how the company complies with the UK CGC, in conjunction with investor expectations, should continue to push listed companies to adopt and adhere to suitable corporate governance models for their business – or see companies face a potential valuation discount, which would indicate markets working as they should. The Companies Act continues to apply duties to directors and give shareholder rights where companies are UK incorporated. In terms of stewardship, we acknowledge similar concerns about the impact of our reforms. In terms of no longer requiring certain shareholder approvals in advance, we note that voting is not the only, or necessarily the predominant, mechanism for stewardship. Some investors have told us that ongoing relationships and engagements with their investee companies are often their primary route for influence. Our focus has instead been to concentrate on ensuring timely disclosure to investors on the most material decisions transactions so that investors can exercise their broader stewardship and other influence to challenge decisions made by the board if appropriate. Our changes may lead to more direct engagement between investors and companies at the point of investment and around annual general meetings (AGMs), with an increased focus on company strategy and director appointments in lieu of votes on specific transactions. We encourage market practice to develop and want to see investors making use of the mechanisms that exist in the regulatory system as a whole. Companies continue to have commercial incentives, as well as corporate governance expectations and legal duties, to engage shareholders effectively and act in their interests as a whole. This includes engaging key shareholders ahead of major deals. Our rules also do not prevent companies choosing to offer binding or advisory votes on any matter, which may be further incentivised if this resulted in stronger shareholder backing and ultimately a valuation / market pricing benefit. We think, overall, that areas such as DCSS should be a matter of negotiation by markets and of investor preference as to whether they invest in such companies. We see global investors often accept such terms in large technology businesses in the US, and in our own current standard listed segment. We are not advocating for DCSS as a preferable model, but nor do we think regulation should set specific terms beyond our intention to ensure transparency and certainty as to holders of such shares at the point of IPO. That remains our starting position. A DCSS is unlikely to be considered by a majority of companies. While ‘edge’ cases with aggressive terms are possible, perhaps where an issuer has strong demand for its shares at IPO, we think UK investor preference is likely to drive more acceptable terms such as sunset or review clauses.

28 Investors remain able to choose whether or not to invest or can always adjust their valuation where they consider DCSS may risk reducing long￾term value. We note that tailored indices could also develop, for example to screen out DCSS companies if investors wished to have passive exposure to the UK market excluding such issuers. Investors will continue to have significant market power. Industry-led initiatives (perhaps in a similar model to the Pre-emption Rights Group) could be developed to set expectations for issuers as to when investors are more likely to invest (eg in relation to companies with DCSS) and we will watch how this develops as our rules embed. The FRC’s review of the Stewardship Code will provide an opportunity to consider what stewardship should address and its limits and we will input into that work as it develops. We do not think market-wide regulation should embed investor preferences or cater specifically to one type of investor. While accepting that regulatory change may not have a material impact on the immediate number of listings, overall we think our approach will make our markets more open. More diverse issuers, with different growth profiles and more opportunity to transaction on-market may help attract and scale more companies on UK public markets, as opposed to those companies going elsewhere or staying private for longer. We fully recognise the investors and the capital they provide are a vital component of a well-functioning capital market. We intend that our changes will widen but not drive investors choices. If, over time, we see clusters of new companies on UK listed markets in different sectors, this may drive a virtuous cycle of further benefits for both issuers and investors. For example, it may encourage more peer companies to list, attract more capital to be deployed, improve liquidity and price formation, and ultimately lead to more growth (and better returns) from UK listed companies over time. We will closely monitor the impacts of these new rules and have committed to a formal post implementation review in 5 years’ time. We will pay particular attention to cases of issuers coming to market with DCSS structures and existing issuers undertaking significant or related part transactions. We will be keen to continue to engage investors prior to and at this review stage to understand their experiences as well as learning from our supervision against the new rule set. Structure of the new UKLRs 2.10 Alongside the overarching question on our approach, in Chapter 3 of CP23/31 we also outlined a general restructuring proposed for a new UKLR sourcebook, to replace the current LRs. This also reflected the proposed categories for different types of issuer and instrument.

29 Table 2: Summary of UKLR sourcebook structure New UKLR Chapter Type Application Cross cutting rules UKLR 1 - Preliminary Overarching requirements All issuers including applicants Sponsor firms / firms applying to be sponsors UKLR 2 - Listing Principles Overarching requirements All issuers UKLR 3 - Requirements for listing: all securities All - Eligibility requirements All applicants for admission to listing (unless rule disapplied for certain applicant or security type) Sponsor- UKLR 4 - Sponsors: Shares - Rules for Issuers including related responsibilities of issuers issuers appointing a sponsor applicants in: • Equity Shares (commercial companies) category • Closed-ended investment funds category • Shell companies category Commercial companies category UKLR 5 – Equity shares (commercial companies): requirements for admission to listing Shares – Eligibility requirements Applicants for: • Equity Shares (commercial companies) category UKLR 6 – Equity shares (commercial companies): continuing obligations Shares – Continuing Obligations Listed companies in: • Equity shares (commercial UKLR 7 – Equity shares companies) category (commercial companies): significant transactions and reverse takeovers Shares – Continuing Obligations UKLR 8 – Equity shares (commercial companies): related party transactions Shares – Continuing Obligations UKLR 9 – Equity shares (commercial companies): further issuances, dealing in own securities and treasury shares Shares – Continuing Obligations UKLR 10 – Equity shares (commercial companies): content of circulars Shares – Continuing Obligations

30 New UKLR Chapter Type Application Funds categories UKLR 11 – Closed-ended investment funds category Shares – Eligibility & Continuing Obligations Issuers including applicants in: • Closed-ended investment funds category UKLR 12 – Open-ended investment companies category Shares – Eligibility & Continuing Obligations Issuers including applicants in: • Open-ended investment companies category Equity or equity-like categories UKLR 13 – Equity shares (shell companies) category Shares – Eligibility & Continuing Obligations Issuers including applicants in: • Shell companies category UKLR 14 – Equity shares (international commercial companies secondary listing) Category Shares – Eligibility and Continuing Obligations Issuers including applicants in: • International commercial companies (secondary listings) category UKLR 15 – Certificates Non-shares Issuers in and applicants representing certain – Eligibility & for: securities (depositary Continuing • Certificates receipts) category Obligations representing certain securities (depositary receipts) category UKLR 16 – Non-equity shares and non-voting equity shares category Shares – Eligibility and Continuing Obligations Issuers in and applicants for: • Non-equity shares and non-voting equity shares category Debt and non-equity categories UKLR 17 – Debt and debt-like securities category Non-shares – Eligibility & Continuing Obligations As per current application UKLR 18 – Securitised Non-shares As per current derivatives category – Eligibility & Continuing Obligations application UKLR 19 – Warrants, options Non-shares As per current and other miscellaneous – Eligibility & application securities category Continuing Obligations

31 New UKLR Chapter Type Application Cross￾cutting UKLR 20 – Admission to listing: Processes and procedures Regulatory process All applicants for the admission of securities UKLR 21 - Suspending, cancelling, restoring listing, and transfer between listing categories Regulatory process All issuers Transition UKLR 22 – Equity shares (transition category) (Closed to new applications) Shares - Continuing Obligations Existing standard listed issuers not eligible for UKLR 13 or UKLR 14 Other UKLR 23 - Listing particulars for professional securities market and certain other securities Listing particulars requirements As per current application Sponsors UKLR 24 - Sponsors Rules for Sponsor firms Sponsor firms Firms applying to be sponsors 2.11 In CP23/31, question 2, we asked: Question 2: Do you agree with our proposed approach to structuring the UKLR Sourcebook chapters? 2.12 We received in the region 15 responses to this question. While we comment in later Chapters on the listing categories themselves, in broad terms respondents agreed with the new layout of the new UKLRs and, in principle, with the categories. A couple did suggest bringing UKLR Chapters 20, 21 (both relating to regulatory process) and Chapter 22 (relating to the transition category) nearer to the front. A small number requested an updated origins and destination table (as published in Appendix 3 in CP23/31). Our response: Given the broad support we have proceeded with the structure and naming conventions as proposed in CP23/31, as summarised in diagram 1 on pages 28-29 of CP23/31. UKLR 1 contains an overview of the sourcebook structure, providing the title and application of each UKLR Chapter to help users navigate the new rules (see Appendix 1). UKLR Chapters 20 and 21 are related to regulatory process and we have retained our proposed approach, which was to place these after the chapters concerning overarching requirements, eligibility requirements and tailored listing category requirements that are open to new admissions. Given that the transition category will be a closed category, and listings in this category may reduce over time, we consider it is

32 appropriate to have it toward the back of the new UKLR sourcebook structure. Therefore, we have not decided to re-order UKLR Chapter 20, 21 and 22 as suggested in some of the feedback received. As with our tranche 2 publication in March 2024, we have not updated Appendix 3 Handbook origins table of CP23/31. Our supervisory oversight of the new regime 2.13 Under the new UKLR regime, we will maintain robust checks on issuers applying to admit securities to the official list, including prospectus documents, and ongoing monitoring of issuers’ compliance with the UKLRs, MAR and DTRs once listed. Our oversight will be based on our well-established supervisory model, which we will look to build on further by exploiting data and making better use of technology to enhance our capabilities. 2.14 The diagram below provides an overview of how the main pillars of our supervisory oversight function and the tools we can and do apply in executing these functions. These will remain core to our oversight of the new regime, and we discuss further below these specific aspects and our likely focus as we embed the new UKLRs.

33 Diagram 1: overview of FCA oversight of primary markets Transaction review Sponsor Regime Primary Market Oversight The FCA’s Listings Department will continue to review prospectuses and applications for listing using a well-established review methodology Sponsors will continue to provide assurance to the FCA that transactions have been subject to expert scrutiny Our Listing Department carries out: Our transaction reviews include: • Review and approval of draft prospectuses • Background research on issuers and and shareholder circulars directors • Review of eligibility for listing • Compliance with applicable conditions • Individual guidance for issuers where for listing appropriate on UKLR and PRR • Consideration of whether investor detriment is engaged The FCA: Sponsor firms: • Approves and supervises sponsor firms • Must attest compliance annually • Has power to suspend, limit or cancel a • Are subject to sponsor competence rules sponsor • Are monitored on conflicts of interest and transaction performance The FCA’s Primary Market Oversight (PMO) department will continue to monitor the conduct of companies and other primary market participants Primary Market Oversight carries out: Our actions include: • Live surveillance of primary markets • Real-time interventions • Thematic reviews and the publication of • Suspensions and cancellations guidance • Investigation and enforcement • Ex-post reviews of market events • Policing of short and long position disclosures

34 Detail on our supervisory approach and focus in the new regime 2.15 Across the areas noted above, our functions and intended focus as the new rules take effect are summarised as follows. Our Listings Department 2.16 Our Listings Department provides our gateway function, reviewing and approving draft prospectuses and applications for listing (including reverse takeovers and initial transactions by shell companies) using a tried and tested review methodology. 2.17 Recognising the greater flexibility provided for admissions of equity shares in commercial companies vis-à-vis our premium listing rules, our focus will be to ensure that prospectuses continue to provide, among others, adequate disclosures of an issuer’s business. In particular, in cases of companies seeking admission with dual class share structures or controlling shareholders, we will want to see clear disclosure in a prospectus, for example including the rights attaching to different share classes or any arrangements that are in place with a controlling shareholder. 2.18 At the same time, we expect that we will be considering applicants with different business models and seeing a greater diversity of issuers within the parameters of the new rules. We welcome early dialogue with issuers and sponsors when considering listing so that we can provide guidance on the application of the rules where necessary. Our focus will remain on ensuring prospectuses provide investors with clear information on an issuer’s business, its prospectus and the rights attaching to the securities to be listed. Where companies seeking listing have dual class share structures, the prospectus should include clear disclosure on all of the issuer’s different classes of securities. Our Primary Market Oversight Department 2.19 Our Primary Market Oversight (PMO) department monitors the conduct of listed companies and other primary market participants such as short and long position holders and regulatory newswires. PMO focuses on promoting the transparency that is a vital element of trusted markets. It employs and continues to develop monitoring tools and techniques using a range of data, intelligence and information to ensure that material information is made available to the market on timely basis. PMO engages proactively with a range of market participants and provides a range of guidance, including publishing results of thematic work, to help them understand and adhere to the relevant rules on an ongoing basis. Much of PMO’s work is undertaken on a live basis, where it intervenes to drive transparency via timely and accurate market disclosures. Where PMO suspects that misconduct has occurred, it will take action - which may include the suspension of the listing of a security, a targeted intervention to change behaviour and improve compliance or, for serious misconduct, enforcement action. Sponsors and sponsor supervision 2.20 PMO oversees the authorisation and supervision of sponsors. As discussed elsewhere, sponsors will have a greater role as they will be involved in applications to the commercial companies, closed-ended investment funds and shell company categories – a greater

35 oversight function than currently since sponsors do not support the current standard listed companies. The judgement and expertise of a sponsor will be particularly critical if, as intended, we see a wider variety of issuers seeking to list in the UK, including some with limited track records. We remain clear that the sponsors’ role is not to remove investment risks for investors – there are also no changes on the expectation on sponsors to take reasonable steps in carrying out sponsor services (see also para 2.33). Going forwards, sponsors will play a role in related party transactions and reverse takeovers, and where issuers seek individual guidance, or modifications or waivers to our rules. 2.21 We will maintain an intensive supervisory approach to sponsors, and retain powers to suspend, limit or cancel their authorisation. Applications to become a sponsor are subject to detailed review. We actively monitor sponsors - they must attest annually that they continue to meet our requirements and we will seek to test sponsor competence and understanding of the types of companies that they are advising. We have detailed processes to monitor sponsor performance, conflicts of interest and changes in sponsor businesses, and undertake proactive and reactive deep dive reviews on practices. We will continue this approach to sponsor supervision to monitor both continued compliance and ‘quality’ across the sector, as well as indicators of how competitive and effective the market is for sponsor services. We will particularly focus our reviews on newly approved sponsors and new applications for listing that make use of any new relaxations of eligibility requirements. 2.22 We are, however, also taking steps to ensure that FCA expectations of sponsors are clear, in particular in terms of record keeping, so that these are well understood. As part of this response, we have published a package of non-Handbook Technical Note guidance alongside this Policy Statement to help sponsors achieve more practical compliance with our rules, while not lowering our expectations. 2.23 We will continue regular engagement to promote the role of sponsors, including exploring communications for issuers to explain the role at an early stage when they are considering a UK listing. Such considerations include the FCA writing to the Board of a new applicant for listing to explain the importance of the sponsor’s role and explain how they can assist their sponsor. We are open to continuing our constructive dialogue and engagement via roundtables and will continue engaging with sponsors as the new regime operationalises to see how market practice develops. Supervisory engagement with market participants and further guidance 2.24 We recognise that these final rule changes represent a significant shift in some areas of market practice. We are keen to have a collaborative approach to helping issuers and advisors as they seek to embed these changes with a view to setting market practices at the right level. 2.25 In line with this approach, we will not look to issue guidance in response to every request as the new regime settles. As we are intentionally no longer approving disclosures for significant transactions, for example, we will seek to encourage market practice and sensible judgements by issuers and advisors to make appropriate disclosure to inform shareholders and the wider market. The overarching application of MAR will also be

36 a key consideration. We do, however, recognise that over time there may be some areas where revised or new Technical Note guidance may further support consistent standards or supplement areas of rules with more practical examples and we are open to considering this in future if needed.

37 Chapter 3 Commercial companies category – eligibility requirements 3.1 In this Chapter we describe the feedback we received on our CP23/31 proposals for certain UKLR eligibility criteria for a company’s initial admission to listing in the new commercial companies listing category, and our response. This included consideration of whether we carried forward certain premium listing eligibility requirements in relation to: • financial information requirements • warrants and options to subscribe • pre-emption rights • externally managed companies • shares in public hands, and • shares of a third country issuer Eligibility requirements for commercial companies – track record and financial information requirements Our proposals 3.2 In CP23/31 we proposed removing eligibility requirements related to financial information requirements. This also included not requiring an unqualified working capital statement as a condition of listing in the new commercial companies category, in contrast to current premium listing rules. 3.3 This followed previous feedback to DP 22/2, which provided evidence that current requirements were costly for companies listing on UK markets. 3.4 We proposed to not carry forward former premium listing requirements set out in LRs 6.2, 6.3 and 6.7, and associated rules for specialist companies in LRs 6.10,6.11 and 6.12. Feedback and our response 3.5 In Q3 of CP23/31 we asked: Question 3: Do you agree with our proposed approach to eligibility requirements for commercial companies and the proposed draft provisions in UKLR 5 in Appendix 1? 3.6 Feedback was supportive of our proposal to remove historical financial information (HFI) and track record requirements with 15 of the respondents supporting the proposal to remove HFI broadly compared to 6 who were against it.

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3.7 Reasons given for supporting the proposals included that it would act to increase the attractiveness of the UK listing market and allow a wider range of companies to list, including new companies without an extensive track record. Those supporting also noted the ongoing disclosure provided by the prospectus (see below), including the main buy-side trade association. Two of those opposed who represented pension schemes noted concerns about the loss of such information, which appeared to overlook the fact that a prospectus would still provide such financial information. 3.8 In respect of the feedback in relation to the removal of the requirement that issuers have sufficient working capital for 12 months. Feedback was split between those supporting and those against. Among those supporting was the main trade body for asset managers, who agreed with our rationale that disclosure via the prospectus was sufficient, as well as the main sell-side trade associations. Three of the respondents supported removing the requirement from our listing rules commenting that we should also consider changing the approach to working capital statements in the prospectus. They suggested this could include a review of the binary nature of the qualified or unqualified working capital statement and whether issuers should be allowed to state their assumptions in preparing the statement. 3.9 Ten respondents in total, including the three noted above, made a link between our listings rules proposals in this area and the need to retain the financial information requirements set out in the Prospectus Regulation when we consider the new public offers and admissions to trading regime, which we will consult on shortly. Three respondents also suggested that we should issue guidance for companies with complex financial histories on how best to meet the any revised rules relating to prospectuses. One respondent suggested that we should create a requirement akin to current LR 6.2.13 regarding the (recent) age of financial information in the new prospectus rules. Our response: We have considered this feedback and have decided to proceed with our proposals. The changes will provide more flexibility for different types of issuers to list and simplifies our eligibility requirements. Investors will still receive detailed historical financial information on the issuer, where it is available, via the prospectus. We note the points raised in relation to retention of financial information requirements in the new public offers and admissions to trading regime and will take that feedback into account when we consult on that new regime. We understand concerns which have been raised that, even if we remove the requirement for an unqualified working capital statement, it leaves a requirement on issuers to state whether the working capital statement is qualified or not in our prospectus requirements. We will consider whether or not we should make changes to the binary nature of working capital disclosures, including whether or not to allow issuers to include their main assumptions in the working capital statement, when we consult on the new public offers and admissions to trading regime later in Q3 2024. We still consider the exercise of assessing and disclosing the working capital position of a company to be important as issuers first come to market,

39 since it promotes market integrity and investor confidence by addressing potential information asymmetries. Our final eligibility rules for the commercial companies category are in UKLR 5. Warrants and options to subscribe Our proposals 3.10 We proposed in CP23/31 to not include specific eligibility requirements or restrictions on number of warrants in the commercial companies category. We considered that this change (versus current premium listing) would give issuers more choice in their capital raising and allow investors more flexibility in how they choose to invest. Feedback and our response 3.11 We have only received minimal feedback. The feedback that we did receive was supportive of our proposed change. Our response: We have decided to proceed as consulted on and so have not included specific eligibility requirements related to warrants and options for the commercial companies category. Pre-emption rights and shares in public hands Our proposals 3.12 We proposed carrying over for the purposes of the new UKLRs our premium listing rules regard pre-emption rights and the requirement for 10% free float (shares in public hands) that applied to listings of both premium and standard listed equity shares. Feedback and our response 3.13 A number of respondents generally agreed to our approach to eligibility requirements, without commenting specifically on pre-emption rights or free float. 3.14 One or two responses suggested that the FCA could go further and delete provisions related to pre-emption rights for the new commercial companies category, applicable to overseas companies who are not subject to equivalent Companies Act requirements.

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This small minority noted the fact that pre-emption rights are not necessarily common in other jurisdictions under company law or otherwise, and so this may pose a barrier for some overseas incorporate issuers considering a UK listing in this category. We also discuss this in Chapter 9 where we set out the feedback on our requirements for further issuances of shares after the company has been admitted to listing. Our response: We have decided to proceed as consulted on with respect to pre-emption rights and shares in public hands provisions given general support. Our rules currently require overseas issuers to have provisions akin to pre￾emption recognising they will not be subject to UK Companies Law. Otherwise, we view the principle of pre-emption to continue to be an important safeguard for investors to avoid dilutive actions, which was also emphasised in the Secondary Capital Raising Review final report in 2022. As with other areas in this Chapter, our final rules on eligibility are contained within UKLR 5, while corresponding ongoing obligations are in UKLR 6. Externally managed companies Our proposals 3.15 In CP23/31, we proposed to carry over the existing premium listing requirement in LR 6.13 to the commercial companies category, which requires the applicant to satisfy the FCA that the discretion of its board to make strategic decisions has not been limited or transferred to a person outside the applicant’s group, and that the board has the capability to act on key strategic matters in the absence of a recommendation from a person outside the applicant’s group. Feedback and our response 3.16 A trading infrastructure provider commented that the removal of eligibility rules requiring that a company has an independent business and has operational control over its main activities is a positive step. In their view, this should be mirrored by a decision to not carry over the eligibility and continuing obligations we have proposed to retain (in UKLR 5.2.1R and UKLR 6.2.28R) on externally managed companies, that reflect the existing provision in LR 6.13. They said that there are circumstances where a shareholder or a third party may have certain defined rights which may affect the ability of the board to make decisions, but are not relevant to the question of undue influence and control. This, in their view, should not be a bar to eligibility. What should matter is that these rights are clearly defined and disclosed, so that investors can make an informed decision.

41 3.17 A law firm suggested that there would be circumstances in which the market may need further guidance, especially in the presence of novel business models and where certain functions are outsourced. Our response: We have considered the limited feedback received and have decided to proceed with our proposal to retain provisions preventing externally managed companies from listing in the commercial companies category. While originally introduced to address the emergence of SPACs and their outsourcing of significant management functions to a separate advisory firm, which would typically place the real management of the company beyond a number of the key controls within the listing regime, the requirement in LR 6.13 plays an important role in delineating the boundary between commercial companies and other types of structures that we deem should not be listed in the same category. We provide further detail in the next chapter. We note that applicants will not be subject to independence or control of business requirements as they currently are, except when they have a controlling shareholder. Even then, we have narrowed the factors that may indicate that an applicant does not satisfy the requirement in UKLR 5.3.1R. We discuss this in more detail in Chapter 4. We expect that transparency should guide investors’ decisions, instead of regulatory requirements. Otherwise, we continue to consider that an issuer seeking to list equity shares in the commercial companies category should retain strategic control over its business and that such decisions are not limited or transferred to a third party outside the issuer’s group. This ensures the listed entity and its management remain responsible for compliance with our rules and we can hold them to account effectively. Our final rules are in UKLR 5 and, for corresponding continuing obligations, UKLR 6 (see Appendix 1). Other eligibility matters: Shares of a third country issuer Our proposals 3.18 We proposed to carry over the substance of the existing premium listing (LR 6.15.1R) and standard listing (LR 14.2.4R) requirements, which provide that the FCA will not admit shares of an applicant incorporated in a third country that are not listed in the applicant’s country of incorporation or in the country in which a majority of its share are held, unless we are satisfied that the absence of the listing is not due to the need to protect investors. We said we were considering how we might clarify the wording of this provision to make it clearer. However, we did not propose any changes in tranche 2 of the UKLR instrument, as finding an alternative formulation without changing the meaning of the provision proved difficult.

42 Feedback and our response 3.19 We received a very small number of responses on this point. There was support for seeking to clarify the existing provisions and a drafting suggestion for how this might be achieved. Our response: We have considered alternative wording for these existing provisions, including the suggested wording provided in response to our consultation. However, we have concluded that any other formulation than the current wording is likely to change the meaning and, therefore, not possible. As such we have retained the existing wording in corresponding provisions across the following categories, to maintain the status quo: • commercial companies category • closed-ended investment funds category • shell companies category • non-equity shares and non-voting equity shares category • transition category (in the context of in-flight applications only)

43 Chapter 4 Commercial companies category – eligibility and continuing obligations 4.1 In this Chapter we describe the feedback we received on our CP23/31 proposals for the UKLR requirements that apply as eligibility criteria for a company’s initial admission to listing in the new commercial companies listing category (UKLR 5) and as continuing obligations for that category (UKLR 6), and our response. This includes in relation to: • independence of business and control of business • controlling shareholder regime, and • companies with dual (or multiple) class share structures Independence of business and control of business Our proposals 4.2 In CP23/31, we proposed to not carry over current premium listing eligibility requirements and continuing obligations around independence of business (other than where a controlling shareholder is present) and control of business in the commercial companies category. 4.3 As noted in the previous section, we intended, however, to retain rules and guidance in relation to externally managed companies. We asked: Question 4: Do you agree with our proposed approach to independence and control of business for the commercial companies category eligibility and continuing obligations? If not, please explain why and any alternative approach. Summary of feedback and our response 4.4 The vast majority of respondents, whether on the sell or the buy-side, were supportive of our proposals, citing increased flexibility and welcoming this move as having the potential to promote the UK market as a home for a more diverse range of companies. 4.5 Three respondents were more cautious or against this proposal. These respondents, all on the buy-side or representatives of asset owners, had concerns that the combined effect of having more complex corporate structures in place and removing the mandatory shareholder vote for related party transactions could lead to an increase in risks for investors, which could be damaging to the reputation of the UK as a listing

44 venue. They also expressed concerns that the absence of these eligibility standards/ continuing obligations could lead to ambiguity and lack of clarity and transparency, especially regarding governance structures and accountability mechanisms. 4.6 Various sell-side respondents, including some of their legal advisors and representative bodies, raised concerns that a disclosure-based approach may place greater responsibility on sponsors in terms of the eligibility assessment and could present a challenge for sponsors in determining eligibility in the absence of specific guidance in this context. Some queried whether it is appropriate to outsource this responsibility to the sponsor without the provision of adequate guidance to support the sponsor in exercising its judgment. 4.7 Some respondents, including the FCA’s statutory panels – the Listing Authority Advisory Panel and the Market Practitioner Panel, focused on transparency, and said that an applicant should be required to give disclosure in the prospectus where it does not carry on an independent business or exercise operational control over its business so that investors are able to make an informed assessment. A professional services company argued that there should also be a continuing obligation to require disclosure when an issuer’s status changes eg, where it ceases to control its business. Another respondent from the accountancy profession noted that the current prospectus regime already requires an applicant to make appropriate disclosure within the risk factors, material contracts and business overview sections of their prospectus. They argued that between these specific requirements and the application of the overarching necessary information requirement, there should be sufficient disclosure for investors to understand these aspects of an applicant’s business. 4.8 Emphasising the difference between dependence on a third party (for example, a franchisor) and dependence on a related party (for example, a major shareholder as only customer) the same respondent commented that, while disclosures in the prospectus on both relationships should be clear and comprehensive, the related party nature of the latter relationship should increase sensitivity toward the level of disclosure, and hence challenge through the prospectus vetting process. They also said that, while the directors of the applicant have ultimate responsibility for the contents of the prospectus, the FCA should ensure they have sufficient resources and capability to provide effective challenge in such cases to ensure that their review process is an effective mechanism as part of ensuring appropriate disclosure. Our response: Having considered the feedback received, we have finalised the rules as proposed. In response to concerns that sponsors may be called to perform additional work and take responsibility for decisions without the support of adequate guidance, we note that, where existing requirements in the LR sourcebook have not been reflected in the UKLR, the FCA does not

45 expect sponsors to ‘fill the gap’. For example, in the case of independence and control of business provisions. It is for the FCA to determine whether, in such cases, there might be risks of investor detriment given the specific characteristics of the applicant, recognising that it is not for the FCA to remove investment risk. The FCA will perform its own scrutiny of the information presented to it, conduct its own checks and may require a sponsor to provide additional information or confirmations. It will also rely on sponsors to notify it of any matter that in the sponsor’s reasonable opinion should be taken into account by the FCA when considering whether the listing would be detrimental to investors’ interests. As currently, the sponsor’s role in this regard is subject to the principle of reasonableness, with sponsor assurance provided after due and careful enquiry and sponsor services delivered in line with the principle of due care and skill. The FCA recognises that the exercise of judgement in this area requires sponsors to have a sound understanding of the FCA’s expectations. We expect to continue to discuss with sponsors how we can support them in providing their important role at the gateway. Chapter 15 of this paper discusses the role of the sponsor in more detail. We consider that the prospectus regime provides an adequate framework to achieve transparency around the specific governance arrangements that will impact who, when and how decisions are taken in a listed company. This information is crucial to investors and, as such, meets the necessary information threshold. As noted elsewhere, we will be consulting further on prospectus-related matters later in Q3 2024 as we propose rules to implement the new public offers and admissions to trading regime. We have not, at this stage, introduced a continuing obligation to require relevant disclosures when an issuer’s status changes eg, where it ceases to control its business. In some cases, such a change is likely to trigger existing disclosure obligations in any case. We will monitor the extent to which any additional guidance or requirement might be needed in the future. As we set out in Chapter 2 above, we will retain a robust market oversight function, with our Listings Department being responsible for conducting eligibility assessments for listing review, as well as vetting and approving prospectuses and, where still required, circulars. While we may take a closer interest in new applications using certain alleviations versus premium listing rules, we will use our existing review methodology and risk-based approach to assess such applications accordingly and ensure disclosures are adequate within prospectuses.

46 Controlling shareholder regime Our proposals 4.9 In CP23/31, we set out an approach that would see the controlling shareholder (CS) regime from our premium listing rules largely carried over in the commercial companies category, with the exception of consequential changes to take into account the proposals we set forward for significant and related party transactions. We asked (Q.5): Question 5: Do you agree with our proposed approach to requirements relating to controlling shareholders for the commercial companies category eligibility and continuing obligations? If not, please explain why and provide any alternative approach. Summary of feedback and our response 4.10 We received several in-depth responses and engaged with a number of issuers and their representatives post-consultation. 4.11 The buy-side was broadly supportive of retaining the current CS regime. At the same time, the feedback from the sell-side, including current and prospective issuers, raised a number of concerns with the proposals, with a few companies following up with specific, practical issues with the proposed approach. Many sell-side respondents also queried why we had shifted from the more disclosure-based approach suggested in CP23/10, especially given the reliance on disclosure elsewhere in the proposed new regime. The more specific issues raised by those opposing the proposals are summarised below as four key themes. 4.12 Controlling shareholder agreements (CSAs) lack enforceability: while CSAs are useful tools and can support independent directors and provide positive ‘signalling’, they are considered to lack practical enforceability from a contractual perspective. Given other changes to the listing regime, the finalised rules would not provide a ‘stick’ in the same way the current related party provisions do now. As the FCA cannot enforce a CSA because it is not a party to it, stakeholders have queried what the FCA would do in practice in case of breaches from a regulatory point of view – noting that FCA action to suspend or cancel an issuer’s listing may do more harm to minority shareholders. One respondent suggested that to address this issue we could apply the proposed requirements for related party transactions over a certain threshold to all transactions an issuer enters into with or for the benefit of a controlling shareholder. This approach would mirror current provisions in LR 11. By contrast, others felt this was a reason to not mandate agreements and rely instead on a more disclosure-based approach. 4.13 Eligibility or friction for certain issuers: we received feedback that the requirement for a CSA to be in place at application in conjunction with the proposed independence requirement in UKLR 5.3.1R is likely to act as a blocker for prospective issuers and those wanting to transition having been admitted to listing in the standard segment. Some viewed this as inconsistent with the wider ethos of the new regime and queried whether disclosure of such arrangements would be more proportionate.

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4.14 Factors relating to independence: Some felt that the guidance on the factors that might indicate that an applicant is unable to demonstrate its independence from a controlling shareholder creates unintended consequences. We have received feedback indicating that two limbs of our guidance on ‘influencing the operations of the applicant outside its normal governance systems’ and ‘exercising improper influence’ (currently in LR 6.5.3G(2) and LR 6.5.3G(3), respectively) are considered ambiguous and problematic by some. This may be further exacerbated by the changes to other rules surrounding shareholder approvals. We were told that, absent requirements for shareholder approval for significant transactions and related party transactions, there would likely be an erosion of the ability of controlling shareholders to provide strategic direction to the company in a way that is both compatible with the guidance and does not force controlling shareholders to adopt measures that the market may see as too ‘muscular’, such as requisitioning meetings and shareholder votes, or forcing a change in the executive. 4.15 Risk of distortive effects and unfair treatment: Relatedly, some respondents pointed out that, if, as proposed, wider independence of business requirements are not applicable to the issuer anymore because provisions equivalent to LR 6.4 are not carried over in the new regime, only controlling shareholders would be subject to such restrictions while independent shareholders would not. This, in their view, would appear to enshrine an inverse relationship between the level of a shareholder’s economic rights and the influence they are able to exert over an issuer. A shareholder holding fewer than 30% of the voting rights would not be subject to limits under the UKLRs to the rights they are able to exercise (which would likely be enshrined before an IPO takes place), while a controlling shareholder, with greater economic exposure to the issuer, would be limited as to what rights it could seek to implement. This imbalance could result in controlling shareholders being encouraged to sell down their shareholding to increase control, potentially to the detriment of the wider market, and / or could affect venue choice. 4.16 Some respondents from the legal community asked us to review the definition of controlling shareholder in the light of the wider changes we have made to the Handbook, especially as regards the new rules for listed companies with dual or multiple class share structures. Our response: Having carefully considered the range of views received and the likely effectiveness of our rules, we do not consider that the benefits provided by a CSA within the context of the new framework are sufficient to justify the corresponding costs. We have therefore decided that we will not impose a requirement for a CSA to be entered into between commercial companies and their controlling shareholders. We outline our reasoning below. In line with the broader policy outcomes we are seeking to achieve through these reforms, we want to ensure a wider range of business models can access the commercial companies category in order to raise capital and, as a consequence, investors have the option of committing capital to a wider investible universe in public markets in the UK. Without the optionality provided by the current rules of the standard listing segment, we recognise that a CSA would pose challenges to some

48 new applicants and existing commercial companies. We have explored these concerns through in-depth conversations with stakeholders and have concluded that there are risks in including requirements for a CSA without fully accounting for the unintended consequences that other changes to the sourcebook could lead to. While we will not require such agreements, many issuers will have such agreements already in place or choose to put them in place because they consider them useful corporate governance tools. We continue to support this and consider that they have a role to play as an expression of the freedom of contract between parties. Importantly, we also want to ensure that our rules are as clear and their application is as predictable as possible. We will retain a degree of discretion at the gateway, however, to refuse an application on the ground of investor detriment . We have decided to remove the proposed guidance, currently set out in LR 6.5.3G(2) and (3), around potential controlling shareholder influence over the operations of the applicant outside its normal governance structures or via material shareholdings in one or more significant subsidiary undertakings, or the ability to exercise improper influence over the company. This avoids the risk of ambiguity and confusion that it may create in conjunction with the other changes we are making. In the absence of regulatory requirements for CSAs and more streamlined guidance on independence, investors will have to determine whether the relationship between a company and its controlling shareholder(s) aligns to their risk appetite in the same way they have to consider other potential risks and opportunities. Traditionally, companies with controlling shareholders have not been as prevalent in UK public markets as in other markets where family-run issuers are more frequently found. We consider that the advantages they provide (eg, continuity, stability, long termism etc) and challenges they face (such as potential conflicts of interest and position of minority shareholders etc) are sufficiently well understood to allow investors to make informed decisions based, among other things, on their preferences, mandates and risk appetite. We would expect prospectuses to clearly set out the issuer’s capital structure, key shareholders and any key arrangements in place with a controlling shareholder to inform investors’ decisions in this regard. In finalising our rules, we have taken on board the suggestion that we should strengthen the mechanisms through which directors can challenge any shareholder resolution proposed by a controlling shareholder (or any of its associates) that a director considers is intended or appears to be intended to circumvent the proper application of the listing rules. Accordingly, we have introduced a provision in UKLR 6.2.10R which, where this is the case, requires that the circular accompanying the notice of meeting which contains the relevant shareholder resolution must set out a statement by the board of the director's opinion in respect of the resolution.

49 As consulted in CP23/31, and reflecting the broad support from the buy-side respondents, we have decided to include substantially all other aspects of the current controlling shareholder regime, either as proposed, or with amendments that have been introduced to ensure that the rules work given other changes. In summary, where a company has a controlling shareholder, the controlling shareholder framework will entail: • A requirement (in UKLR 5.3.1R) for an applicant to demonstrate that, despite having a controlling shareholder, it is able to carry on the business it carries on as its main activity independently from such controlling shareholder at all times and a corresponding continuing obligation (in UKLR 6.2.3R). • Guidance (in UKLR 5.3.2G and UKLR 6.2.4G) on factors which may indicate that an applicant does not satisfy the above, focusing on features which may pose risks of catastrophic losses for minority shareholders, ie, i) a company granting security over its business to fund the controlling shareholder or a member of a controlling shareholder’s group, and ii) the applicant’s inability to demonstrate they can obtain access to financing other than from a controlling shareholder. • A requirement that the listed company must have in place at all times a constitution that allows the election and re-election of independent directors to be conducted in accordance with UKLR 6.2.8R and UKLR 6.2.9R. These rules require that the election or the re-election of any independent director must be approved by both the shareholders and the independent shareholders of the listed company. • A requirement (in UKLR 6.2.35R) that a listed company must notify the FCA without delay if it does not comply with any continuing obligation set out above. • Specific voting arrangements for the cancellation and transfer of listing (in UKLR 21.2.8R and UKLR 21.5.6R). When this is the case, the resolution must, in addition to being approved by a majority of not less than 75% of the votes attaching to the shares voted on the resolution, also be approved by a majority of the votes attaching to the shares of independent shareholders voted on the resolution. • Requirements for disclosures in annual financial reports (UKLR 6.6.1R(9)) containing details of any contract of significance between the listed company, or one of its subsidiary undertakings, and a controlling shareholder as well as (in UKLR 6.6.1R(10)) details of any contract for the provision of services to the listed company or any of its subsidiary undertakings by a controlling shareholder, subsisting during the period under review. • A rule in UKLR 6.6.1R(13) that requires a statement to be made by the board and included in the annual financial report that the company continues to comply with the requirement in UKLR 6.2.3R or, where the company has ceased to comply with that requirement, a statement that the FCA has been notified of that non-compliance in accordance with UKLR 6.2.35R. This statement should be accompanied by a brief description of the background to and reasons for that non-

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compliance. Where an independent director declines to support a statement of compliance under UKLR 6.6.1R(13)(a), the statement must record this fact. Importantly, it should be noted that, beyond our rules, there are UK company law duties that require directors to exercise independent judgement and to act in a way that they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole. In addition, the UK CGC provides guidance and sets standards relating to directors. The provisions in UKLR 6.2.27R(1) require that, where a shareholder vote must be taken in relation to certain matters set out in UKLR 9, UKLR 21.2 and UKLR 21.5, that vote must be decided by a resolution of the holders of the listed company’s equity shares that have been admitted to the commercial companies category. We do not consider the fact that approval of those matters is reserved to the commercial company’s listed shares means that shareholders holding enhanced voting rights will not be controlling shareholders when they control 30% or more of the votes able to be cast at general meeting. Accordingly, we have considered but have concluded that we do not need to revise our existing definition of controlling shareholder, which is “any person who exercises or controls on their own or together with any person with whom they are acting in concert, 30% or more of the votes able to be cast on all or substantially all matters at general meetings of the company.” We consider that the matters on which shareholders who have control through enhanced voting rights are able to cast their vote are all, or substantially all, the matters at general meetings of the company. We comment in the next section on how we consider controlling shareholders in the context of companies with enhanced voting rights shares, given the interactions between the two frameworks. Companies with dual or multiple share classes Our proposals 4.17 In CP23/31, we set out proposals for a more flexible approach to DCSS for the commercial companies category. We moved away from the more structured framework we had initially contemplated in CP23/10 and most of the requirements we had proposed to introduce at the time, including a 10-year sunset for the exercisability of enhanced voting rights. 4.18 We set out instead a largely disclosure-based regime where investors would be able to rely on the knowledge of the identity of the persons holding enhanced voting rights at IPO and on the predictability provided by rules that would restrict the ability to transfer those enhanced voting rights to other parties.

51 4.19 In line with this approach, we proposed to require that the constitutional arrangements of a company seeking admission to the commercial companies category with a DCSS provide that specified weighted voting rights shares can only be issued to: i. the directors of the applicant ii. natural persons who are investors in, or shareholders, of the applicant iii. employees of the applicant, or iv. persons established for the sole benefit of, or solely owned and controlled by a person in (i), (ii) or (iii) above 4.20 The company’s constitutional arrangements would also have to provide that a holder to whom specified weighted voting rights shares have been issued would not be permitted to transfer the voting rights associated with such shares, except to a person established for the sole benefit of, or solely owned and controlled by, that holder. We asked: Question 6: Do you agree with our proposals for allowing DCSS for companies listing shares in the commercial companies category and our approach to matters on which enhanced voting rights can be used? If you disagree, please explain or suggest alternative approaches? Summary of feedback and our response 4.21 Respondents from the buy-side were overwhelmingly against the introduction of additional flexibilities around DCSS frameworks and largely opposed our proposals, favouring instead a significantly more limited form of multiple classes share structures and arguing in favour of a time-related sunset for the expiration of enhanced voting rights. These respondents provided additional examples of companies where DCSS has led to corporate governance failures and harm to minority shareholders. 4.22 Some of these respondents were sceptical about whether the market has effective countervailing mechanisms that could ensure investors’ concerns are heard. These respondents maintained that investors don’t necessarily have enough sway at IPO to effectively influence the terms of an offer. Accordingly, some also said that FCA rules would be needed to even the playing field by introducing a requirement for a sunset of undefined duration to be agreed at IPO the length of which would need to be negotiated between the applicant and relevant investors. 4.23 Some buy-side respondents added that, should the FCA remain determined to finalise the package without carrying over a time-related sunset clause, then the FCA should consider a ‘continuation vote’ which would give (independent) shareholders or shareholders holding the listed class of shares the opportunity to vote on removing superior voting rights and converting them into ordinary shares or to support the continuation of DCSS arrangements for longer. 4.24 Some buy-side respondents also recommended that if the FCA were minded to finalise rules as per CP23/31, it should consider requiring disclosure of vote results on a class-

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by-class basis, whereby companies with multiple classes of shares should be required to separately disclose vote tallies for each class. According to these commentators, this mechanism would give visibility to investors and boards as to the preferences of both those shareholders with enhanced voting rights (who may be more closely connected to the company) and independent shareholders. 4.25 Other respondents commented that the list of persons who can hold enhanced voting rights has been extended beyond what is warranted. These stakeholders argued that the FCA should revert to previous positions and only allow directors to hold enhanced voting rights. Their view was that only those who are involved in determining the strategic direction of the company and are subject to director duties to act in a way that would most likely promote the success of the company for the benefit of its members should be allowed to have levels of influence that go beyond their financial interest in the issuer. 4.26 On the other hand, issuers and the sell-side welcomed the increased flexibility provided by the revised proposals in CP23/31, and, in some cases, argued that more was needed. DCSS was viewed as particularly important for some groups of prospective issuers, such as more technology-driven businesses, including fintech. It was noted that since founders and pre-IPO backers of a company might be most influential in deciding where the company lists, the absence of optionality on DCSS – even if this may be constrained in practice once they engage investors – would detract from a listing venue, particularly given the US has no such restrictions and remains a strong ‘pull’ for new economy companies. 4.27 In terms of sell-side comments on areas of further flexibility on DCSS, their concerns focussed broadly on 3 matters, which we discuss further in turn below, namely: • the types of persons who can hold enhanced voting rights • whether enhanced voting rights should be exercisable on all matters on which listing rules require a vote to be taken, and • whether the non-transferability of enhanced voting rights is too restrictive 4.28 Based on current proposals, any pre-IPO investors who are not a natural person would be unable to hold (shares with) enhanced voting rights. Some respondents, including issuers and potential issuers with which we engaged post consultation, said that this restriction would be problematic as early funding rounds typically see institutional and other early-round investors insisting on such rights being allocated to them. These respondents argued that the FCA should consider expanding the list of persons who can hold enhanced voting rights to include institutional investors but put a time limit via sunset clause after 5 years. One respondent suggested that enhanced voting rights should fall away where the holder faces a change of control during the relevant period. An issuer suggested that if the FCA were to introduce such a sunset in respect of institutional holdings of enhanced voting rights, such sunset should be “refreshable” or rather should run from the point of the relevant shareholder vote to approve it, as opposed to necessarily from the point of listing. 4.29 Some respondents argued that enhanced voting rights should be exercisable on all UKLR-mandated votes. Those supporting this view did not provide an in-depth discussion of why they thought this was the case beyond arguing for a disclosure-based approach.

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4.30 Some sell-side commentators cited the inability of enhanced voting rights to be transferred (including though intergenerational transfers) as a factor that may disincentive listing in London in the context of family-owned companies with DCSS or companies where co-founders maintain a role in the business and may be inclined to transfer control to a fellow founder. Our response: While we have carefully considered the significant feedback on this issue, and noting the strength of views from parts of the market, we have decided to:

1. proceed as consulted on in CP23/31 with regard to the type of natural persons permitted to hold enhanced voting rights shares and limitations on transferability, while not setting a general time-based sunset or review clause for such holders, and
2. additionally, allow legal persons eg institutional investors to also be able to hold enhanced voting rights shares, but, for this group only, we have applied both transfer restrictions and set a maximum time period of 10 years after which enhanced voting rights must expire We detail our further reasoning and considerations below. Time-based sunset or review clauses (for natural persons) As a starting point, we continue to consider that what share structure is appropriate and viable should be a point of negotiation between the company and its potential investors at the point of IPO. A company should be incentivised to create a share structure that is acceptable to the widest range of new investors, or it will face uncertainty around its capital raising or future share performance and liquidity. Our view remains that investors, who are under no obligation to buy shares in a company with a share structure that they do not like, have significant influencing power at the point of IPO. As noted in CP23/31, this has been demonstrated in practice by a number of companies that listed in our standard listing segment in recent years, where despite our rules setting no restrictions, models of DCSS included features such as time-based sunset clauses. We consider that the presence of DCSS and, if so, the terms of such shares, should be for companies and investors to agree on and there is no “one size fits all” answer to appropriate share structures. With regards to sunset clauses, we consulted on the basis that enhanced voting rights cannot be transferred except in specific circumstances. This automatically creates a natural sunset equivalent to the lifespan of the natural person who holds the enhanced voting rights. In response to feedback, we considered again our position on time-related sunset clauses but concluded that the new information provided by respondents did not significantly impact the cost-benefit analysis we set out in CP 23/31. Please see Chapter 17 for details on this. We also explored the concept of a ‘continuation vote’. However, we concluded that it would not meaningfully differ from a time-related

54 sunset in the eyes of founder-led companies, so may act as a barrier to considering a UK listing, and, as above, by regulating for this specific feature we would be intervening in setting terms between an issuer and prospective investors. We also anticipate potential complexity around such a mechanism given company law requirements. We therefore did not pursue that option. Expanding potential holders to include legal persons, subject to a 10-year sunset clause Having carefully considered the feedback provided on expanding the potential holders of enhanced voting rights to institutional investors who are already investors in the applicant company, we agreed this was a reasonable approach. The final rules thus widen the list of persons who can hold enhanced voting rights under our DCSS framework to include legal persons who, on the first occasion the applicant makes an application for the admission of equity shares to the commercial companies category, were an investor in, or shareholder of, the applicant. The same transfer restrictions as per natural persons would apply to legal persons as well (UKLR 5.4.5R(2)). Allowing the possibility for such rights to be provided to early-stage (pre-IPO) investors, which are available in other international capital markets, provides additional flexibility for issuers and investors to agree appropriate structures, and may encourage more companies to consider a UK listing. We consider this option would only be considered in relation to a limited number of institutional investors who, like founders, have "skin in the game" of the company’s success and earlier development, such that their interests should broadly align with those of other shareholders. As with all share structures, these holdings would be fully disclosed at the point of IPO. We are aware that some buy-side respondents who raised concerns about the breadth of potential holders set out in the previous narrower consultation may disagree with this approach. However, as above, we consider that disclosure through prospectuses will ensure investors are fully aware of the share structure at the point of an IPO and this information will allow them to make the appropriate investment choices based on their own risk appetite. However, as persons who are not natural persons do not have a finite life span, we have added a requirement to have a time-limited sunset for these rights to ensure that the enhanced voting rights cannot exist in perpetuity when held by a legal person. It also provides a degree of clarity and predictability at IPO on who holds enhanced voting rights at IPO. We decided a maximum 10-year ‘sunset’ clause for such holders would provide sufficient flexibility and capture the most benefits for new companies, while avoiding institutional holdings becoming perpetual. An exception is provided for enhanced voting rights held by a sovereign controlling shareholder.

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We set the maximum period as 10 years for legal persons recognising the academic literature that indicates some, but limited, evidence for 7 years being the period of time in which the majority of the benefits tend to be experienced. Noting that we are hoping to encourage firms to enter public markets earlier in their journey, we felt that a 10-year cap would allow companies sufficient leeway to determine the optimal share structure within that limit. We note this is a cap and not intended as an anchor point. In general, we expect it may still be the case that companies choose to set shorter sunset clauses below the 10-year maximum based on the views of investors. We also expect, given institutional investors will likely need liquidity at certain points in time post-IPO, that the restriction on transferability may well mean such holders effectively relinquish those rights earlier than a time limit of up to 10 years. This is evident in some existing forms of DCSS seen in the market. Additional transparency measures We have considered the option of introducing a requirement for additional transparency that would allow class-by-class vote tallies to be disclosed, especially in the case of significant gaps in preferences (ie, above a certain threshold) between different groups of shareholders and where boards could be encouraged (or required) to formally respond to independent shareholders within a certain timeframe. In considering this, we have reviewed sections 341-354 of the Companies Act 2006 and Provision 4 in the UK CGC, which sets clear expectations around the transparency of voting outcomes for certain UK incorporated and for listed companies respectively. As stated in the response that suggested this idea, such a disclosure regime would likely require a standardised methodology for tabulation of votes to be agreed and, potentially, additional consideration would need to be given to disclosure data to be collated by a register which could build on similar experience of voluntary, market-led, initiatives. There are several aspects to this proposal for enhanced transparency and a degree of complexity attaching to it. We have not had the opportunity to explore fully how far this would add benefits beyond existing law and the UK CGC, as applied, at this stage. We remain open to considering its potential costs and benefits in due course and would welcome a market￾led working group taking this forward to consider what would be possible and useful in this space. Other areas of feedback We have further considered our position on the proposed limitations to the exercisability of enhanced voting rights set out in UKLR 5.4.1R(1) and have decided to finalise the rules as consulted. Therefore, as is the case now for premium listed issuers, when the UKLR requires a shareholder vote to be taken, that vote would continue in most cases to be decided

56 by a resolution of the holders of the listed company’s equity shares, ie, holders of specified weighted voting rights shares will not be able to vote. In any case, founders and other shareholders who hold specified weighted voting rights shares will be able to influence the most strategic transactions that we propose would require shareholder approval, ie, reverse takeovers. They will also be able to vote to elect and re-elect independent directors. Conversely, where there is too high a risk of dilution or of other harms arising for ordinary shareholders, the rules do not allow the exercise of enhanced voting rights. Other amendments to the draft rules we consulted on have been made largely to effect consequential changes. Interested readers may also wish to consider related rules that reflect current premium listing principles 3 and 4 which are discussed in Chapter 12.

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Chapter 5 Commercial companies category – significant transactions, including financial distress situations 5.1 In this Chapter we describe the feedback we received on our proposals presented in CP23/31 on significant transactions and our response (we discuss reverse takeovers in Chapter 6). We also address feedback to the related area of proposed disclosures where such transactions arise due to an issuer being in financial distress or difficulty, including re-financing or reconstructions. These were addressed respectively in Chapters 6 and 7 in CP23/31. 5.2 Our final rules are in UKLR 7 set out in Appendix 1. 5.3 We also discuss related feedback that we received on existing guidance in DTR 2.5.7G on selective disclosure. The adjustments we have made to that guidance are in Appendix 2. Significant transactions Our proposals 5.4 In CP23/31 we proposed a disclosure-based significant transactions regime for transactions meeting the 25% threshold (based on retained class tests) without the premium listing requirement to seek prior shareholder approval for the transaction, with less onerous disclosure requirements and a reduced role for sponsors. We set out the key features of the proposed UKLR regime including the related sponsor role, and how it differed to the existing premium listing regime. 5.5 The specified purpose of the new regime was to notify shareholders of relevant transactions and ensure that detailed information on the transaction is disclosed on a timely basis to support engagement between the listed company and its shareholders, and to enhance market transparency. The regime was intended to complement (but not supersede) MAR. It aimed to alleviate the existing concerns with the premium listing regime, while ensuring a consistent and predictable approach to disclosure that isn’t provided for in the standard listing category for shares. It would be mandatory to appoint a sponsor in circumstances where the company sought individual guidance from the FCA, or requested that we waive, modify or substitute rules in relation to the transaction. Listed companies would have more discretion on when and from whom to seek guidance on our rules, including from a sponsor firm, compared with premium listing requirements for appointing a sponsor. 5.6 We recognised that no longer requiring shareholder approval might potentially increase risk for investors (if boards make poor decisions and do not take account of shareholder

58 concerns) but that on balance we felt reducing the cost and frictions of a vote for commercial companies outweighed these risks, considering also approaches taken in other markets. We discussed these issues in detail in CP23/31 along with the feedback to our earlier proposals for significant transactions in CP23/10. Summary of feedback and our response 5.7 Our proposals for a UKLR significant transactions regime were addressed in a substantial proportion of the written responses and discussed at length in our further stakeholder engagements. We received around 30 responses on this specific topic, plus some additional respondents who responded more broadly on whether they agreed with our package of UKLR proposals as a whole (per Q2 as discussed above). Detail of responses 5.8 In Q7 of CP23/31 we asked: Question 7: Do you agree with our proposed approach towards a significant transaction regime for the commercial companies category? Please provide any alternative views. 5.9 We received around 28 responses to this specific question from a range of stakeholders offering diverging opinions. 5.10 We received 13 responses from issuers, the legal and sponsor community and a range of sell-side trade bodies who strongly supported our proposal not to require a significant transaction to be subject to prior shareholder approval, for the reasons described in CP23/31. Within that cohort, there was a narrowly targeted point of dissent from one respondent who advocated for a shareholder vote on a large disposal (ie, at the 75% threshold on the class tests) where the disposal is not subject to the Takeover Code, but with no additional UKLR requirements. A shareholders’ association also supported our proposals. 5.11 We received 13 responses from institutional investors, buy-side trade bodies and buy-side advisors who strongly objected to our proposal not to include the mandatory shareholder approval for a significant transaction. 5.12 Their concerns were aimed principally at governance issues at board level, noting that the prospect of a shareholder vote could have a disciplining effect on directors. The vote might also protect shareholders and the value of their investment by giving them a veto power over the board. They told us the shareholder vote was an important tool (some described it as vital) for investors to carry out their stewardship duties and block harmful transactions before they could erode value. They did not consider an enhanced disclosure-based regime would make up for this change. These respondents viewed our proposal as a harmful dilution of long-established shareholder protection mechanisms that investors expect of UK markets and a decline in governance standards.

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5.13 Some of these respondents pointed to case studies and academic evidence that they felt supported their position. They noted it can be hard for investors to predict a company’s entry into significant transactions, even for those shareholders who engage regularly with its board and the board is not compelled to take their views into account. They highlighted the likely increased due-diligence costs for investors, and potential expense and other downsides of post-event actions aimed at holding boards to account, replacing directors, or seeking redress via litigation where deals have turned sour. 5.14 There was an indication from some that a nominally higher threshold for a shareholder vote may be acceptable, although this was largely unsubstantiated, and to reduce the content requirements for class 1 circulars in premium listing. 5.15 The buy-side also pointed to inherent investment risks that attach to the specific characteristics of the investor, ie, when they are a minority shareholder or a passive investor. These risks can come to the fore when a company enters into a significant transaction but may be mitigated by the premium listing requirement for the company to seek prior shareholder approval which enables them to participate in the company’s decision-making. 5.16 For example, a company would be unlikely to seek views from its minority shareholders before entering into a significant transaction, whereas major shareholders might be consulted (subject to the company meeting its MAR obligations on delayed and selective disclosure). Hence there is a disparity between minority and major shareholders in terms of the information they hold (where the information hasn’t already been disclosed to the market) and their ability to influence the company. Or that passive investors have less choice than active investors in whom to invest and may have less option to dispose of their interests in a company (depending on the company’s index inclusion) when it enters into a significant transaction that it does not support. 5.17 Buyside respondents argued that the high standards of governance, ie, the shareholder vote that is required in premium listing, makes the UK a more attractive listing venue for investors versus overseas markets. They challenged opposing feedback from others that it was a matter of concern for UK-listed companies or companies considering a UK listing. An academic who responded expressed a similar view. An investment organisation said that reducing governance standards may attract new listings but will lead to a secular rotation of capital away from the UK as international investors appraise market risk. 5.18 We received mixed views from Panels advising the FCA. Panel members drawn from advisors to listed companies were, on balance highly supportive although with the occasional dissenting view from within the membership. Members with a ‘consumer protection’ remit strongly objected to proposals that they perceived to water down protections that might prevent loss of value to the ultimate retail investor (such as pensioners) from poor decision making by the company. 5.19 Reporting accountants (including their trade body) submitted 6 written responses offering mixed views around the shareholder vote. Currently, they work with issuers and their sponsors in undertaking due diligence that supports them discharging their premium listing obligations on class 1 transactions, particularly around financial and working capital disclosures in shareholder circulars. While some reporting accountants agreed with

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moving to a disclosure-based regime (we discuss their views on disclosure below), others urged us to retain the shareholder vote from premium listing but at a higher threshold. 5.20 We received 4 responses from exchanges and trading platforms and they supported our proposals. However, they – alongside other respondents supporting the changes – agreed with us that broader reforms were also required to make a difference to the attractiveness of the UK-listing landscape. They also pushed the FCA to consider enacting other policy changes specifically aimed at encouraging a shift towards greater retail participation in UK equity markets. 5.21 There was some, but not overall support for retaining the notification requirements for a transaction that would be classified as ‘class 2’ in premium listing (ie, where the transaction is at least 5% on a class test but each class test is less than 25%). 5.22 The key commentary on retaining the class 2 approach came from a trade body representing the legal community advising issuers, and a trade body representing investors and a few other buy-side stakeholders. 5.23 The legal community commented that issuers will still be required under MAR to disclose transactions that are not classified as significant transactions. In that context, market participants may prefer the retention of existing class 2 disclosure requirements (which are not perceived as overly burdensome for issuers) as guidance on discharging MAR obligations. 5.24 The trade body representing investors strongly disagreed with not retaining an obligation in UKLR to notify transactions below the 25% threshold. They told us this was high risk for investors, as there are differences between the MAR regime and the current (premium listing) significant transaction requirements. They thought this would increase the risk that companies will be able to make substantial transactions without the full information being available to the market until a significant period of time has elapsed. Our response: We have proceeded as consulted by finalising a disclosure-based regime for significant transactions that does not require commercial companies to seek prior shareholder approval for the transaction. In finalising our rules for significant transactions (at the ‘class 1’, 25% threshold), we have taken account of the strength and divergence of opinion on our proposals in CP23/31, whether set out in the written responses or offered during our extensive engagement with stakeholders. We recognise that this polarisation of views will inevitably mean that our policy decisions will not align with the views of some of our key stakeholders. In coming to this decision, we have considered carefully again the feedback on our proposal not to require a shareholder vote on significant transactions. We fully recognised the objections from buy-side stakeholders and engaged in various forum to discuss the issues, including

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specifically arranged events. We are grateful they took the time and considerable effort to write and meet with us to explain their concerns. We accept that removing the pre-transaction general meeting to vote on a significant transaction takes away an attractive stewardship mechanism. We also acknowledge shareholders would prefer to retain what has been characterised in some responses as their ‘veto’ rights. The ability to ‘veto’ the board’s decision to enter into a transaction is viewed as a safety net by investors which can be used to reduce the perceived investment risk. Positioned ahead of the transaction, it avoids investors having to rely on other post-event remedial actions to seek redress. We agree that these changes versus premium listing are likely to impact investment risk. Removing shareholders’ ability to veto significant transactions places more emphasis on boards to make decisions that preserve or increase (rather than erode) shareholder value. However, the support for the vote by investors appears to be based on the premise that shareholders and boards are ‘on different sides’ and shareholders are better informed than the board on what delivers the best outcomes for the company and, by extension, shareholders. We note that the boards of UK-listed companies will continue to be answerable to their shareholders as a whole. Our changes do not alter the company’s obligations to its shareholders at law, nor the directors’ fiduciary duties. They emphasise that it is for the board to own its decisions and be transparent about the company’s significant transactions. Based on comparisons with other jurisdictions, our premium listing rules are an outlier in extending to shareholders the ability to have an overriding say over decisions that would ordinarily be taken by the board, particularly in markets where boards are expected to adhere to high standards of governance. We also do not extend these rules to standard listed issuers. It continues to be our view that, as with other major capital markets, it is for shareholders to use the tools available to them at law and via their stewardship channels to hold to account the companies they choose to invest in if these companies do not achieve the growth and financial returns that investors expect. Where boards do underachieve, there are mechanisms available to shareholders to seek to change the board’s composition. In addition, capital markets exist to enable investors to trade in and out of securities and take decisions that accord with their own risk appetite and the parameters of their investment mandates, based on information that our listing requirements, plus other rules and regulation, require them to put in the public domain. We also acknowledge the points raised by investors and other buy￾side stakeholders that minority shareholders will have less opportunity to express their views or influence companies ahead of a significant transaction in the absence of a shareholder vote, and that passive investors have less scope to sell investments after the event, where

62 they are constrained by the terms of their investment mandates. We understand therefore why these investor types will feel they are more affected by the changes compared to major shareholders and actively managed mandates. We note, however, that imposing a shareholder approval requirement for significant transactions does not necessarily mitigate this risk, since eg, a large shareholder is more likely to get engagement with a company given their greater influence under a vote. Therefore, while we do understand the concerns, we do not agree that we should aim to mitigate them via prescriptive regulation nor that this is necessary in relation to our consumer protection or market integrity objectives. Where shareholders are concerned about shareholder rights, they can select (through their choice, mandate or tracking index) to invest only where these mechanisms are in place. We are aware that such professional investors will already monitor and adjust the risk weighting of their portfolios for a variety of reasons. If necessary, they will do so to take account of our changes to the listing requirements. We disagree with the inference that removing the mandatory shareholder vote from our requirements will result in a decline in corporate governance standards in UK-listed companies. While premium listing shifts the responsibility for a decision to enter into a significant transaction from the board to the shareholders, UKLR puts that responsibility back to the board. The board, as well as the transaction, continue to be exposed to shareholder scrutiny and boards can be held accountable through various mechanisms. Our rules do not prevent companies offering advisory or binding votes on any given transaction. We also consider that issuers retain a commercial incentive to engage shareholders prior to a transaction. We have clarified guidance in our DTRs related to MAR to assist issuers in this context (see the following section). We also received no direct challenge to our CBA assessment of the estimated costs incurred by UK premium listed companies, and so indirectly by shareholders, from the ‘premium’ paid due to the deal contingency created by requiring prior shareholder approval for significant transactions. Conversely, only one respondent suggested specific costs to them as an investor from the potential increase in due diligence around significant transactions, which did not offset our benefit estimate (see Chapter 17 for further detail). There also remained strong views from the sell-side, including issuers, that these rules are a genuine impediment to UK listed companies being competitive in global M&A. We have therefore proceeded as consulted on by finalising a disclosure￾based regime for significant transactions that does not require commercial companies to seek prior shareholder approval for the transaction. We have also reviewed our notification proposals in light of the feedback received. Our notification requirements (set out in more detail below alongside consideration of the feedback) are intended to support that engagement and facilitate shareholders holding companies to account

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by ensuring timely information is disclosed to the market. We also recognise that disclosure requirements can impose significant costs (both monetary and opportunity) on companies who are engaged in live transactions. We have sought to keep these disclosure requirements proportionate, which may have a positive impact on associated costs versus premium listing. In response to the feedback on our proposal not to carry forward the premium listing ‘class 2’ notification regime into UKLR, we considered carefully whether to include a notification regime for transactions below the 25% threshold on the class tests. On the one hand, we agree the UKLR notification requirements may provide a useful framework that helps issuers decide what transactions to notify to the market and what information to include in the notification. However, we concluded that 25% was on balance an appropriate threshold against which regulation should set prescriptive notification requirements to support the specific purposes we set out in UKLR 7. For smaller transactions, we consider it proportionate to afford issuers the flexibility to make this decision. The UKLR notification regime complements but does not displace the company’s obligations to notify information under MAR. We have not imposed a disclosure regime for transactions below the 25% threshold although MAR will continue to apply and issuers may find aspects of the UKLR 7 requirements a useful framework for disclosure. DTR 2.5 – delaying disclosure of inside information 5.25 In the context of our proposal not to require prior shareholder approval for a significant transaction, some respondents (particularly law firms) raised concerns about how to interpret existing guidance in DTR 2.5 on when selective disclosure to shareholders may be justified under article 17(8) of MAR, when the disclosure is made in advance of notifying a significant transaction under UKLR 7. 5.26 They pointed to DTR 2.5.7G, which provides the example of an issuer contemplating a major transaction that ‘requires shareholder support’ who may selectively disclose details of the proposed transaction to major shareholders as long as the recipients are bound by a duty of confidentiality. 5.27 They suggested we amend this guidance to clarify that ‘shareholder support’ does not necessarily mean formal shareholder approval via voting in a general meeting and can be interpreted more broadly. Some offered alternative drafting for us to consider. Our response: We have taken on this feedback and have decided to adjust the guidance in DTR 2.5.7G. We have clarified that ‘shareholder support’ is not limited to circumstances where formal shareholder approval is required, partly by removing this specific wording.

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Although we do not consider the adjusted guidance changes how MAR applies, we agree that the clarification may be helpful. We emphasise that DTR 2.5.7G is not an exemption to MAR and issuers must continue to consider their wider MAR obligations before selectively disclosing information about a transaction to any shareholder. Disclosure on significant transactions 5.28 In CP23/31, we proposed rules that would ensure that some of the information from our current premium listing disclosure requirements for class 1 circulars would be carried over in the notification for a significant transaction in the UKLR. However, we also sought to remove requirements that could indirectly dictate how companies conduct due diligence and/or result in information being compiled purely to meet our rules. 5.29 Accordingly, we also said that notifications should not create additional material costs or significant delays to issuers and asked for feedback on any potential timing concerns. In order to balance sufficiently detailed notifications with flexibility for issuers to determine additional content, we proposed a new overarching requirement to include other relevant circumstances or information necessary to provide an understanding of, and to enable shareholders to assess the terms of, the transaction and its impact on the company (which some respondents referred to as a ‘sweeper’ provision). 5.30 In Q8 of CP23/31 we asked: Question 8: Do you agree with our proposed enhanced disclosures regime for significant transactions? If you disagree, what changes to you consider we should make and why? 5.31 We received extensive feedback to this question, including over 15 detailed responses, which we have sought to summarise below. 5.32 Answers broadly fell into 3 groups: • The sell-side and the legal advisory community: most of these respondents, while welcoming the FCA’s overall approach, commented that proposed notification requirements are excessive (or need to be simplified) and, owing to their timing requirements, could risk re-imposing the friction of additional due diligence beyond what a company would usually conduct that the reforms seek to mitigate. • The accountancy profession: these respondents engaged extensively on the financial content requirements. This group coalesced around a set of counterproposals to adopt a US-style approach which would see most of the more detailed information, including historic financial information, provided after the transaction is completed. • The buy-side/asset owners, and related stakeholders. Their focus was largely on advocating for the retention of requirements for a shareholder vote to approve significant transactions. We did not receive detailed feedback on what investors and asset owners value in terms of information. One buy-side trade association recommended that, should the FCA finalise the rules without introducing

65 shareholder approval for large transactions below the reverse takeover threshold, we should consider the proposals put forward by the accountancy profession. 5.33 We present the views of the sell side and of the accountancy profession in more detail below. 5.34 Several respondents on the sell-side commented that the notification requirements as proposed were too onerous in terms of content and difficult to put together as soon as possible after the terms of a significant transaction are agreed. Many said that current proposals would introduce friction and risk undermining the objectives of the reforms. Some noted that proposals would prove to be particularly onerous in competitive M&A contexts. Others focused more on the timing of the requirements, suggesting that issuers should be allowed to delay the publication of this information until after signing. Some explicitly referenced the US system as a viable alternative approach. A number of stakeholders in this group reiterated their view that a notification regime largely shaped by the rules for current class 2 announcements and the requirements of MAR would be adequate. 5.35 We received feedback on various aspects of our proposals, including the ‘sweeper’ provision in proposed UKLR 7.3.1R(1)(b). The rationale for introducing this provision was understood, but it drew strong criticism from law firms advising listed companies for being ambiguous in scope and creating uncertainty. It was also considered unnecessary as investors’ expectations on the level of information they would receive on the transaction should be fulfilled by specific notification requirements in UKLR 7, plus anything further required under MAR. In this respect, MAR was considered to be the appropriate ‘sweeper’, in conjunction with DTR 1A.3.2R, which requires that an issuer must take all reasonable steps to ensure any information notified to a regulatory information service (RIS) is not misleading, false or deceptive and does not omit anything likely to affect the import of such information. 5.36 Accounting firms and a related professional body said it was positive that the FCA had decided to strengthen the requirements for financial information to be provided in the context of large transactions vis-à-vis what we had set out in CP23/10 but considered our proposed approach to still fall short of what would be needed to deliver a robust disclosure-based regime. In line with the sell-side, they considered that, as proposed, the enhanced notification provisions were likely to create significant timing tension between the requirement to include substantially increased disclosure in the transaction announcement and the requirement to announce the transaction as soon as possible to comply with MAR obligations. In their view, a better balance between speed and the need for reliable information could be achieved by allowing the audited historical financial information to be produced and disclosed after the announcement of the transaction. This approach is similar to that adopted in the US. This would remove the pressure of seeking to deliver the information prior to the deal announcement but would provide the market with more comprehensive information within a certain period after the completion of the deal. These respondents included extensive and thoughtful discussions on how the FCA could introduce such a regime. 5.37 Both sell-side and accounting stakeholders tended to be sceptical of our proposal that, where financial information is not available in the form required, issuers should provide instead an explanation as to how the value of the consideration has been arrived at.

66 Their concerns focused on the fact that issuers may be reluctant to provide details of how they have calculated their offer value, hence there may be a tendency for generic or higher-level disclosures to fulfil this requirement. In a similar vein, another respondent said that it was likely most issuers would give only a generic explanation of how they determined what price to pay, and they queried whether this would provide investors with any additional useful information. 5.38 We also heard concerns around the lack of guidance on the application of our proposed rules for alternative disclosures when HFI is not available. Stakeholders also raised a number of issues around our proposals to allow for pro forma financial information to be published under less detailed standards. Some respondents criticised our proposals to allow HFI on the target of an acquisition to be produced under a different accounting policy than that of the acquirer and/or using non-GAAP metrics. They said that this would risk a lack of consistency between issuers, which could potentially reduce investors' understanding and comparability with other issuers. 5.39 There were also questions raised as to what may constitute a suitable level of disclosure to address the requirement for a statement that the board considers the consideration to be fair as far as the security holders of the company are concerned. Some respondents commented that this requirement may prompt boards to seek assurance from third parties, potentially in the form of a fairness opinion, in order to support this statement, which, they argued, inevitably would create an incremental cost for companies. Our response: In finalising our rules, we have decided to retain the general disclosure approach as consulted on, but we have removed the requirement for 2 years of audited accounts where available, or alternative statements by a board if not available, in relation to acquisitions. We have also allowed certain disclosures to be delayed and now require a final notification upon completion of a transaction. We explain these changes and our rationale in more detail below. In CP23/10, we proposed the removal of class 1 transactions circular requirements and sought views on the desirability of relying instead on the current class 1 / class 2 notifications, MAR and information in annual financial reports on a post-hoc basis. We were also open to other views and elicited feedback on whether any aspects of the information currently required in class 1 circulars may be beneficial to investors prior to a deal being concluded, to enable shareholders to apply some scrutiny and engage a company even in the absence of a vote. However, in doing so, we noted that the same level of disclosure as in premium listing circulars currently would not necessarily be appropriate for a notification under our proposed rules since it no longer had the purpose of seeking to give shareholders sufficiently comprehensive and accurate information to inform a vote to approve a transaction. We also noted feedback on the associated friction and costs for companies preparing such information. We considered that, with the removal of the

67 shareholder vote, a more proportionate arrangement should be sought to reduce frictions for companies while still putting adequate information in the hands of investors in a timely way. In CP23/31, we sought to strike a balance and proposed rules that would ensure that a listed company discloses sufficient information concerning significant transactions on a timely basis, to support engagement between the listed company and its shareholders, and to enhance market transparency. At the same time, we sought to avoid triggering sponsor assurance or third-party due diligence, nor did we propose to require FCA approval of the notifications. Stakeholders’ feedback remained polarised between those who consider we are requiring too little, in particular the accountancy profession, and those who believe we are asking too much (companies and their advisors). We received very little feedback from buy-side stakeholders on what information they would find most useful. The absence of a strong investor voice has meant we have had to make a judgement as to the balance between making reliable information available to enable shareholder engagement and ensure market discipline, on the one hand, and minimising friction, especially in competitive M&A settings, on the other. We remain of the view that, even in the absence of a vote, rules for minimum content requirements (instead of wholly relying on MAR) are needed to achieve baseline transparency standards in terms of content and consistency. We are also seeking to enable boards to make timely disclosures based on information and due diligence that they would ordinarily consider prior to entering into an agreement on a transaction, rather than mandating information that would trigger specific assurance processes to meet our rules. Main changes to the consultation position in CP 23/31 Accordingly, we have decided not to introduce a specific post-completion disclosure framework for historical financial information (other than that already imposed by accounting standards), as suggested by some stakeholders, because this would not provide timely information that would promote engagement between investors and companies. Nor, conversely, have we followed suggestions to leave our regime to rely solely on MAR, which would not provide any consistency on content and format that we believe investors will need and gives some certainty for issuers as to the expected minimum content they should consider. Instead, the final rules require a prescribed content for the notification but also provide further flexibility around the timing of the notification of certain pieces of information. We have also taken on board feedback that requiring audited financial reports on the target of an acquisition (or the alternative approach allowed in CP23/31 of making a statement as to the consideration paid being ‘fair’) would not be practical in a number of scenarios, especially for acquisitions.

68 We have also taken the opportunity to recalibrate (rather than remove) the ‘sweeper’ provision, as detailed below. We still consider it a useful reminder to issuers to consider any further relevant information, taking into account the stated purposes of our requirements. This offers flexibility to issuers while supporting shareholders. In summary, we are finalising the rules so that, in the case of a significant transaction: • UKLR 7.3.1R requires a notification to be made as soon as possible after the terms of a significant transaction are agreed. This notification will broadly reflect the content of what is currently a notification for a class 1 / class 2 transaction in LR 10.4.1R, but slightly enhanced as set out in UKLR 7, Annex 2 Part 1. The recalibrated ‘sweeper’ provision requires issuers to consider whether further relevant information should be notified at this stage. We have retained the proposed provision in UKLR 7 Annex 2 Part 1.1R (16) for a statement by the board that the transaction is, in the board’s opinion, in the best interests of security holders as a whole. • For disposals only, UKLR 7.3.2R requires a company to make additional disclosures around historical financial information going back two years on the target of the transaction as set out in UKLR 7, Annex 2 Part 2. It also requires, for all transactions, the publication of certain non-financial information in line with UKLR 7, Annex 2 Part 3. In both cases, the information must be notified as soon as possible after the terms of the transaction are agreed, and the information has been prepared or the listed company becomes, or ought reasonably to have become, aware of the information, and, in any event, by no later than the completion of the transaction. UKLR 7.5 and UKLR 10 introduce similar requirements applicable to circulars for reverse takeovers, which we discuss in the next Chapter. • UKLR 7.3.3R requires a listed company to notify, as soon as possible after the completion of the significant transaction, that completion has taken place and that, except as disclosed, there has been no material change affecting any matter contained in previous notifications under UKLR 7.3.1R and UKLR 7.3.2R. • UKLR 7.3.4R contains provisions on the presentation of financial information, estimated synergies or other quantified estimated financial benefits and pro forma financial information, for where a listed company decides to include such information in a notification. Approach to significant transactions notifications for disposals and reverse takeovers While we have made no changes to Part 1 of Annex 2 to UKLR 7, which contains the requirements for the general information relating to the transaction, Part 2 of Annex 2 now contains requirements for disposals only. Typically, disposals are subject to less demanding timeframes which should allow for listed companies to gather the required information. We also consider that for disposals, in most instances, companies will be in a

69 position to make the relevant financial disclosures as they should already be in possession of the relevant financial information. In the instances where this may not be the case – eg, when it is an asset that is being disposed of – companies will be able to plan ahead and comply with the alternative requirements contemplated in Part 2.2(4) of Annex 2 to UKLR 7. We consider that the removal of the requirement to publish HFI for the target of an acquisition up to reverse takeover levels should also largely address criticisms around our approach to pro forma financial information which we are otherwise finalising as consulted to provide flexibility to issuers, as long as they explain the sources and standards on the basis of which the information has been prepared. For disposals, UKLR 7 Annex 2, Part 2.2R(4) (and similar rules in UKLR 10 for the circular for reverse takeovers) require that where the financial information for the target of a disposal is not available or cannot be produced in accordance with the relevant requirements, the listed company must publish: • a statement by the board that the information is not available or cannot be produced • an explanation as to how the value of the consideration has been arrived at, and • a statement by the board that it considers the consideration to be fair as far as the security holders of the company are concerned We note that the concept of ‘availability’ of audited financial statements is to be understood literally and should not be seen as a continuation of existing interpretations and market practices which currently require a high threshold for determining that financial information is not available. Relatedly, we note that the reference in UKLR 7 Annex 2 Part 2.2(4) to information not being capable of ‘being produced’ in line with certain requirements should be understood as requiring reasonable endeavours (but not entail undue time, cost, and effort). In practice, we consider that the condition for not providing historical financial information should generally be satisfied when the data that can be used as the basis for publishing the required HFI is not readily available and that producing it would require extensive assumptions and external input. Ultimately, it is for issuers to determine whether they can reasonably produce HFI to the required standard or opt instead to provide an explanation and statement that the consideration is fair. We may consider providing further guidance on this and the concept of ‘availability’ in due course depending on how market practice adapts to our requirements. With regard to the explanation as to how the value of the consideration has been arrived at, we expect that, by the time a listed company has reached the point of announcing a significant transaction, its board will have undertaken an assessment to determine the consideration at which they expect to conclude the transaction. On the statement by the board that it considers the consideration to be fair as far as the security holders of the company are concerned,

70 the new framework will allow boards and executives to exercise more discretion than they are currently permitted in determining what they have to communicate to the market ahead of completing a significant transaction. In the absence of suitable financial information, investors will, in turn, have to rely more on the board’s judgement as to the fairness of the price paid (for reverse takeovers which we discuss in Chapter 5), or received in the case of a disposal. We therefore are also requiring a statement by the board that it considers the consideration to be fair as far as the security holders of the company are concerned for disposals and, as discussed later, reverse takeovers. The board’s statement of fairness should build on and follow logically the explanation as to how the value of the consideration has been arrived at. Our expectations of how firms will meet these requirements. In the absence of HFI, our requirement for an explanation of how the consideration has been arrived at and for a board statement of fairness of the consideration aim to provide the market with meaningful insights into the due diligence the company has already conducted, a discussion of the metrics it has considered and the process it has followed. It is an opportunity for the board to set out in further detail some of the information that the initial notification required by UKLR 7.3.1R will already have elicited, in particular in response to UKLR 7 Annex 2, Part 1.1R(2), (4-8) and (12). Formulaic and highly caveated explanations are unlikely to satisfy the market (or our requirements). In the case of disposals, listed companies should be able to produce meaningful disclosures, having the benefit of being familiar with the asset, line of business, joint venture, or subsidiary, as relevant. For reverse takeovers, careful due diligence will be important and, given the likelihood issuers would also need to produce a prospectus, is likely to be necessary in any case. By introducing the requirement for a statement by the board that it considers the consideration to be fair, our objective is to foster a more explicit and comprehensive dialogue between boards and the market as regards the consideration agreed for the transaction in a way that goes beyond a statement by the board that the transaction is, in the board’s opinion, in the best interests of security holders as a whole as already required by UKLR 7.3.1R. We acknowledge views that it is possible that boards will seek third-party input in order to feel comfortable in giving this type of confirmation and that this may take the form of an M&A fairness opinion from a financial adviser, subject to developments in market practice. We do not consider, however, that it is necessary for boards to seek third￾party comfort or for their advisors to assume this is required in market practice. Sponsors’ fair and reasonable opinions in the context of related party transactions aim to mitigate specific types of conflict-of-interest risk

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which should largely be absent in other types of significant transactions (and reverse takeovers), despite inherent principal-agent problems. Listed issuers, advisors and the buy side all have a stake in the success of these reforms and ensuring that appropriate market practice and a pragmatic consensus on what investors should be able to rely on emerge over time. We will monitor how the market develops and will intervene where necessary, including through our convening powers. However, we will only do so if there are clear indications that the market is not adjusting to the new framework. The content of circulars for reverse takeovers is discussed in Chapter 6. Ordinary course of business, aggregation and other matters 5.40 In CP23/31, we proposed clarifications to the existing concept of transactions considered to be in the ‘ordinary course of business’, which are then exempt from our specific rules for significant transactions (and similarly for related party transactions). We sought to provide more examples of what we consider to be in the ordinary course of business, in particular aiming to be more open to capital expenditure that was consistent with an issuer’s commercial business. 5.41 We also proposed to include the existing premium listing aggregation rules with minor changes. These rules specify when an earlier transaction (or transactions) must be aggregated with a current transaction to determine whether the rules for a significant transaction or a reverse takeover apply on an aggregated basis. We proposed consequential changes to take account of the proposed removal of a shareholder vote on significant transactions and for proportionality, and some other ancillary clarifications. The proposed rules were intended to broadly preserve the status quo on reverse takeovers in terms of when a shareholder vote is required. Feedback and our response 5.42 In Q9 and Q10 of CP23/31 we asked: Question 9: Do you agree with the changes we are proposing to clarify the scope of significant transactions and simplify our requirements, including our ‘ordinary course of business’ guidance and revised aggregation rules? If not, please explain the areas you disagree with. Question 10: Do you consider that the meaning of ‘ordinary course of business’ can be evidenced by the existing or proposed accounting treatment of the matters that are the subject of the transaction? Please provide your reasons, if applicable.

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Ordinary course of business 5.43 We received 12 responses on our proposed new provisions describing what is within or outside of the ‘ordinary course of business’, from a range of stakeholders drawn from the legal and accounting communities, platforms and exchanges, and buyside trade bodies. They supported the inclusion of more information on ordinary course within UKLR, and the matters we’d described. 5.44 Some practitioners considered it would, however, be clearer and more helpful to present all of the information as guidance rather than the mixture of rules and guidance we had proposed, thus preserving the existing flexibility of premium listing. For example, under the proposed rules, it would not be possible for an issuer to treat an acquisition of another company as ordinary course, even were the transaction satisfied the ‘size and incidence’ criteria in guidance retained from premium listing. 5.45 We received 7 responses on the interaction between ordinary course and applicable accounting standards from a range of stakeholders including reporting accountants and other professional advisors. On balance there was little to no support to generally linking ‘ordinary course’ to a particular accounting treatment. 5.46 While two respondents thought it may be possible for ordinary course of business to be linked to a particular accounting treatment, one of these caveated their support because of the likely complexity and need for guidance. The other respondents did not consider ordinary course could be evidenced by a particular accounting treatment. There was concern about the degree of subjectivity and risk of avoidance. A trade body suggested that, while they would support guidance that took accounting treatment into account, there should be no greater linkage. Aggregation 5.47 We received feedback from 4 respondents, including practitioners and their trade bodies, on our proposals relating to the information that must be included in a notification where the transactions are notifiable on an aggregated basis. Their interpretation of our proposals led three of them to conclude our approach didn’t quite strike the right balance, being too onerous (or hadn’t been fully understood), and offered alternative solutions. Other matters 5.48 Some in the legal community observed that a company’s obligation to release a supplementary notification was open-ended (because the relevant provisions omitted an end date) with disproportionately onerous consequences. 5.49 One respondent repeated the earlier support we had received for our proposal not to carry forward the profits test from premium listing. 5.50 A trade body whose members advise listed companies did not agree with our proposal to set the threshold for notifying indemnities and similar arrangements at 1% of the company’s market capital (which is an alternative threshold set out in premium listing guidance when the LR profits measure is anomalous).

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5.51 During our engagements some advisors to listed companies queried our rationale for not carrying forward the premium listing approach that treats certain break fees as ‘class 1’ in LR terminology, or a notifiable significant transaction in UKLR terminology. Initial concerns raised by some sell side advisors had abated during our further engagements. Our response: In relation to whether a transaction is within or outside of the ordinary course of business, we broadly agree with the responses that this should be presented as guidance. We have made corresponding changes to UKLR 7, other than for reverse takeovers which we continue to specify in a rule as falling outside of the ordinary course of business. We have not included any further reference to accounting treatment in the relevant UKLR guidance provisions on ordinary course of business (although we acknowledge issuers may include such considerations in any individual guidance request to us, if they consider it relevant to their specific situation). We agree with some of the feedback on aggregated transactions and have revised the drafting in our final rules to be clearer on when earlier transactions are required to be included (or not) in the aggregation for classification purposes. For significant transactions, we have also adjusted the final rules to ensure the intended proportionality is achieved with respect to the content of the notification on earlier transactions. Where a transaction is a reverse takeover on an aggregated basis, we have applied our notification requirements to the transactions as a whole. We consider this proportionate, given the scale of the transaction, its impact on the company and the fact it requires prior shareholder approval. Where a company considers a different approach to disclosure is justified, it may engage with us at the relevant time and we will consider requests on a case-by-case basis. We have clarified that a supplementary notification relates to matters arising before a transaction has completed (issuers are not required to apply the requirements to subsequent matters). We have reinstated the premium listing threshold at which obligations are triggered for indemnities and similar arrangements. We have proceeded as consulted on by not including a profits test within the class tests given the continued support for this change. We confirm that break fees are not treated as significant transactions in their own right. The role of sponsors on significant transactions 5.52 In Q11 of CP23/31 we asked:

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Question 11: Do you agree with our proposed to approach to when companies should be required to appoint a sponsor on significant transactions (ie, limited to where issuers apply to the FCA to seek individual guidance, waivers or modifications)? 5.53 22 respondents fed back on the proposed sponsor role on significant transactions. There were strong differences of opinion. 5.54 Law firms and trade bodies advising or representing companies (other than reporting accountants) strongly supported a reduced role for sponsors. Some pushed for further flexibility for listed companies or other advisors to be able to liaise with us directly on the application of our rules. 5.55 Reporting accountants on the other hand advocated for a more extensive role for sponsors to ensure high quality and full disclosures on significant transactions. This aligned with their proposals for detailed financial disclosures to support investment decisions by market participants, with mandatory third-party assurances which we discuss above. 5.56 Four responses representing buyside stakeholders preferred to stay more closely aligned with the premium listing approach to the role of a sponsor on a significant transaction as they felt that sponsor oversight of transactions protected shareholders. There was an argument that allowing an issuer to take responsibility for meeting its notification obligations without a sponsor telling it what to do was akin to it marking its own homework. 5.57 A sponsor firm also told us in its written response that the value and support that sponsors are currently able to offer the FCA would be reduced in line with its narrower role. It also wanted to understand more about FCA expectations of sponsors and the extent of their responsibilities to the FCA. Our response: We have finalised our rules in line with the approach we consulted on. This applies the formal sponsor role to where we consider it provides the most value to us and other stakeholders. We agree with feedback that sponsor firms can offer value beyond the narrower circumstances where it will be mandatory to appoint a sponsor (versus premium listing), given their wealth of experience on our rules and their engagements with the FCA on live transactions. Our new approach does not prevent issuers seeking guidance from firms who are on our sponsor list on the application of our rules, and we expect many will continue to do so. In such cases, it will no longer trigger the formalities that accompany a ‘sponsor service’, although that also means sponsors are not directly subject to more specific FCA sponsor rules for those activities. This approach offers issuers more flexibility to determine when and from whom to obtain professional guidance on our rules. This should remove

75 unnecessary costs and frictions from our rules, in particular to ensure issuers are not effectively having to pay for the same advice twice. With the exception of transactions that are reverse takeovers (discussed in more detail below), we confirm that we have not included the following aspects of the sponsor role in premium listing for significant transactions: • The appointment of a sponsor at the outset of a transaction that may be a significant transaction, to provide guidance on applicable listing requirements (which may include class-testing the transaction), and DTR and MAR obligations. • The retention of a sponsor throughout the transaction to continue to provide guidance. • Sponsor oversight of a significant transaction circular (no circular is required under UKLR). • Sponsor assurances to the FCA on the impact of the transaction and other matters under a sponsor declaration. We are also not introducing a new role for sponsors around oversight or sign off with regards to the notification requirements. We consider this would introduce costs friction and delays for issuers. This could lead to market disruption if it caused a time-sensitive notification to be delayed. We consider the changes we have made to further clarify and reduce complexity in our requirements in UKLR 7, and the overall clearer presentation of our requirements in UKLR vs LR, supports a narrower role for sponsors. Issuers should be able to interpret our rules more easily either directly or with other advice such as from a law firm, which may not necessitate the involvement of a sponsor firm. We already engage regularly with sponsor firms on a range of matters. We value these engagements and intend to keep the dialogue going to help us monitor how the new approach is bedding in and hear from sponsors on their experiences. As we mention earlier in this policy statement, we also intend to monitor the impacts of our changes and have committed to a review in 5 years, with a particular focus on issuers undertaking significant transactions. Transactions undertaken by companies facing financial difficulty Our proposals 5.58 We noted in CP23/31 the two key areas of our LR that might apply where a company in premium listing undertakes a transaction to alleviate financial difficulty. We proposed the following approaches for consultation:

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• For a transaction that is classified as a ‘class 1’ significant transaction (such as large disposal to raise finance) we proposed to follow the UKLR approach to significant transactions (as discussed earlier in this Chapter) with additional, bespoke content for the notification but not a working capital statement. • Where the listed company produces a circular containing proposals to be put to shareholders in general meeting relating to a reconstruction or refinancing (which generally flows from UK Companies Act requirements or other legislation), we proposed not to carry forward the requirement in LR 9.5.12R that the circular must also include a working capital statement. 5.59 We considered it would no longer be proportionate to mandate the appointment of a sponsor in the new approach, which seeks to remove transactional delay and friction at an acute point in the company’s life and replace them with less complex requirements. 5.60 The additional disclosures for significant transaction notifications would still be an uplift in regulation compared to standard listing, aimed at notifying shareholders, enhancing transparency and supporting engagement. Reconstruction and refinancing transactions would remain subject to and governed by applicable law and director duties, as with all other companies whether or not they are UK-listed. The relevant circular would still be required to comply with our general circular requirements in UKLR, which would be a further uplift in regulation compared with standard listing. Summary of feedback and our response 5.61 In Q12 CP23/31 we asked: Question 12: Do you agree with our approach to transactions undertaken by companies facing financial difficulty for the commercial companies category and the amendments to proposed versus current premium listing requirements? If not, please explain and suggest any alternative approach, as relevant. 5.62 We received around 17 responses on these specific proposals. These were from a range of advisors to listed issuers and their trade bodies, a pensions fund, panels advising the FCA and some UK exchanges. We also held detailed discussions with advisors. Enhanced disclosures for significant transactions entered by companies in severe financial difficulty 5.63 Respondents generally agreed that transparency about financial difficulty was important and that issuers should consider this when notifying the market about having entered into a notifiable significant transaction to alleviate the problem. 5.64 However, strong concerns were voiced by a range of advisors on our proposed approach. Key themes emerged and different solutions were offered.

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5.65 Firstly, the requirements as a whole were complex. The concept of a company in ‘severe financial difficulty’ was undefined (whether in UKLR or at law) and would require further elaboration such as through FCA guidance. 5.66 Issuers would, most likely, require the guidance of a sponsor to ascertain whether it was in scope and then to assist it with discharging its notification obligations. Both of these aspects would require the issuer to undertake additional and substantial due diligence on itself, beyond that undertaken for the purpose of the transaction itself. 5.67 A trade body suggested it may be necessary under this approach to require the appointment of a sponsor ‘in certain circumstances’ but didn’t specify what those circumstances would be and how they would be established. A sponsor firm also supported a mandatory sponsor role. 5.68 Opinions were strongly held among reporting accountants. In particular, a firm argued that a distressed issuer would fail to self-identify as being in financial distress without a working capital exercise and a sponsor was needed to drive that exercise otherwise investors would be opened up to a greater risk of unexpected corporate failure or loss of their investment in whole or in part. 5.69 Reporting accountants also supported an approach that favoured detailed disclosures on financial matters, possibly on an extended timeframe with third-party oversight and assurance from themselves and sponsors. The purpose would be to support analysis by market participants in their investment decisions. Among their suggestions were that the FCA issue guidance to elaborate on the additional enhanced disclosure items in Part 5 and to draw a connection with our Technical Note 619.1 – Guidelines on disclosure requirements under the Prospectus Regulation and Guidance on specialist issuers. 5.70 Others, particularly law firms, queried the value of taking such a prescriptive and detailed approach to disclosure, noting that MAR already requires the company to disclose price sensitive information including where the company is in financial difficulty. Our approach could impose friction on time-sensitive transactions. 5.71 They also noted we had drawn from concepts in LR 10.8 although LR 10.8 was designed for a different purpose (ie, where the FCA may grant the issuer a waiver from seeking prior shareholder approval and preparing a circular for class 1 transaction because of the immediacy of its severe financial difficulty) and might not be appropriate as it set a very high bar for disclosure. 5.72 This could lead to inconsistent disclosure outcomes because an issuer might interpret the concept of ‘severe financial difficulty’ restrictively so that the rules are rarely if ever in play, or not initiate the necessary due diligence on itself to determine whether they are in scope. 5.73 Issuers might also be disinclined for commercial and reputational reasons to place themselves in the category of a company in severe financial difficulty. There was discussion around whether an issuer would do so if the transaction effectively solved the problem.

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5.74 When we engaged further on these points with legal advisors, there was support for a more flexible approach that set out FCA expectations via guidance on what type of information issuers should consider disclosing when the notifiable significant transaction has been entered into to alleviate financial difficulty. They noted that ‘financial difficulty’ was an existing concept in our DTR 2.5.4G guidance on MAR and would not require further elaboration. 5.75 A pensions provider supported enhanced disclosures although not in place of a shareholder vote. Our response: We recognised, based on the feedback, that the approach we consulted on would not fully achieve our aims for a proportionate, disclosure-based regime. Therefore, in our final rules we have not retained the concept of a company in ‘severe financial difficulty’ or the prescriptive list of additional enhanced disclosures in proposed UKLR 7, Annex 2 Part 5. Instead, we have introduced guidance setting out our expectations on this point and the types of information issuers should consider disclosing. As we explained in CP23/31, in designing a single listing category for commercial company equity shares, we want to move away from a regulatory approach that imposes disproportionate friction on UK-listed companies entering into transactions. We consider this is particularly important when the effect of the transaction would be to support the company’s survival, ultimately benefitting its shareholders. It remains our view that companies ought to be transparent about having entered into a notifiable transaction to alleviate financial difficulty (including anticipated financial difficulty). This will be a question of fact based on why the company decided to enter into the transaction and for what purpose, including when the transaction has removed the problem. We disagree with feedback that we should set rules requiring issuers in these circumstances to divert time and financial resources to creating data for the purpose of supporting analysts with their modelling, with the associated risks that imposes on listed companies. The working capital exercise and financial disclosures in a class 1 circular exist for a different purpose, which was to inform the company’s shareholders in deciding whether to approve a transaction. However, the company should still consider its obligations to disclose market sensitive information at the relevant time under MAR. (As with all companies who are subject to MAR, issuers undertaking a significant transaction must consider their MAR obligations at all times and obtain appropriate advice where necessary.) The company’s post-event financial reporting will also be relevant. As for other significant transactions, which we discuss above, we will not require issuers to appoint a sponsor where they are undertaking a transaction due to financial difficulty, although this does not prevent issuers from choosing to seek advice.

79 Reconstructions and refinancings 5.76 We received less detailed feedback on these specific proposals (set out in paragraphs 5.58 and 5.59 above), which was potentially due to the technical nature of this area, which is also closely linked to wider legislation outside of FCA rules. 5.77 From those responding, there was general support for the proposals among advisors to listed companies and their trade bodies (other than reporting accountants), panels advising the FCA, an exchange and a buy-side trade association. Three buyside respondents highlighted different points. A pensions provider and an advisor to the investor community disagreed with our proposal not to carry forward the requirement for a circular to include a working capital statement. The advisor also objected to the FCA not vetting the circular, or requiring sponsor oversight, as it felt this would reduce transparency and the credibility of the disclosures. However, a buyside trade association agreed with our proposals. 5.78 Responses indicated our discussion in paragraph 7.13 of CP23/31 made it slightly unclear whether the Part 5 disclosures also applied to a reconstruction or refinancing transaction. They noted that usually these transactions were usually exempt from the LR significant transactions regime. Some reporting accountants however pushed for UKLR to introduce specific measures, such as reinstating the working capital statement and also extending the Part 5 disclosures to a reconstruction and refinancing transaction. 5.79 A trade body representing the legal community made an ancillary point about the possible interaction with a future UK prospectus regime (under the POATR proposals). In the specific scenario where the issuer undertakes a rescue rights issue below the threshold for a prospectus, alongside or as part of a reconstruction or refinancing transaction there would be no legal or regulatory requirement for the company to run a working capital exercise. This might result in people investing in the rescue rights issue on incomplete information. 5.80 Another respondent queried who would advise companies on their related MAR obligations if the UKLR no longer mandated the appointment of a sponsor. Our response: We have not included in our final rules for commercial companies a provision akin to LR 9.5.12R for the reasons set out in CP23/31, nor the associated sponsor role from premium listing. This means that we are not continuing to add requirements to these circulars in the way currently required by premium listing by overlaying a working capital statement and imposing a mandatory sponsor role. These requirements add friction at an often-critical juncture in the company’s existence. However, circulars must still comply with our general requirements for circulars which are set out in UKLR 10 and are intended to support the company’s shareholders. We acknowledge some comments in response to this area suggested that the better intervention may be to consider whether the relevant

80 threshold for a further issuance prospectus would capture these types of transaction, since a prospectus will contain working capital disclosures alongside relevant financial information. We will explore these points and seek further views as part of our consultation on the POATR regime later in Q3 2024. As with all companies who are subject to MAR, issuers who are undertaking a reconstruction or re-financing transaction must consider their MAR obligations at all times and obtain appropriate advice where necessary.

81 Chapter 6 Commercial companies category – reverse takeovers 6.1 In this Chapter we describe the feedback we received on our proposals presented in CP23/31 on reverse takeovers and our response. Our final rules are in UKLR 7 and 10 in Appendix 1. Our proposals 6.2 CP23/31 proposed that, in undertaking a reverse takeover under the new commercial companies category rules, an issuer must: • make a notification via a RIS as soon as possible after the terms of the reverse takeover are agreed (in addition to applicable DTR or MAR obligations) including some of the information required for a significant transaction notification • send an explanatory circular to its shareholders in accordance with the requirements in UKLR 10 • where the reverse takeover also constitutes a related party transaction, we would require the notification and circular to also include the information required to be disclosed in the draft UKLR 8, and • obtain shareholder approval in a general meeting for the transaction prior to completion 6.3 The content of the circular we proposed was broadly similar to that of a notification for a significant transaction with the aim to ensure consistency while allowing more time to ensure the reliability and completeness of the disclosures in the circular to support voting decisions at a later stage. Summary of feedback and our response 6.4 We asked: Question 13: Do you agree with our proposed approach to reverse takeovers in the commercial companies category, including requiring a sponsor and FCA approval of a circular? If not, please explain what you disagree with and why, if relevant. Question 14: Do you agree with our proposed changes to the information to be included in the reverse takeover shareholder circular? Please explain your views and suggest an alternative approach if you disagree.

82 General approach to reverse takeovers 6.5 Most respondents were supportive of the approach taken in the consultation. Those preferring shareholder votes on significant transactions generally were also in favour of retaining the vote for reverse takeovers. Others who supported our approach to not require shareholder approval for significant transactions mostly supported retaining a vote in the case of reverse takeovers, accepting the view that these are more transformative by nature and often result in a new company and re-admission to listing. 6.6 We received a query on the proposed UKLR 7.2.13R in relation to our proposed approach to aggregating transactions for reverse takeovers. This comment echoed similar views around proposed aggregation rules for significant transactions which we consider we have largely addressed as explained in Chapter 5. Circular disclosures 6.7 Some respondents who saw the requirements for notifications of a significant transaction as excessive and impractical, reiterated their views in the context of the circular for reverse takeovers. Others commented that it would be helpful to avoid duplication between the notification and the circular for reverse takeovers. 6.8 Others argued that if the FCA were minded to retain the approach proposed in CP 23/31, then there would be scope to simplify the rules around the content of the circular if a prospectus was required to be published so that the circular would only include the information that would not otherwise be included in the prospectus. 6.9 Some said that they were supportive of the proposed approach on the assumption that the contents of the prospectus to list the enlarged group remain substantially the same as regards the most important aspects. One respondent noted that the proposed lack of prescription as regards the basis of financial statements and pro forma financial information would be at odds with the prospectus regime, and that, in the case of a reverse takeover with readmission, the circular and the prospectus may be published at the same time, potentially causing confusion. Our response: We are finalising the rules with modest changes from the approach we consulted on. These are mainly aimed at: • ‘relocating’ the rules around historical financial information for the target of an acquisition from Annex 2 to Chapter 7 of the UKLR to Annex 1 to Chapter 10 of the UKLR • clarifying the circumstances in which a statement of significant change in the issuer’s financial position is necessary as set out in Annex 2 to UKLR 10, and • making a number of consequential changes that have become necessary in view of the modifications we made in finalising various rules on notifications in Chapter 7 of the UKLR (see Chapter 5)

83 Otherwise, the final rules reflect the approach we have taken in consultation. We consider that the circular for a reverse takeover has a different purpose from a prospectus. The circular supports shareholders in determining how to vote. A prospectus, which may be published after a vote is taken, addresses different transparency needs. A fuller discussion on our approach to the presentation of financial information for significant transactions can be found in the previous chapter, which is also relevant to reverse takeover circulars.

84 Chapter 7 Commercial companies category – related party transactions 7.1 In this Chapter we describe the feedback we received on our proposals presented in CP23/31 on related party transactions and our response. Our final rules are in UKLR 8 in Appendix 1. Our proposals 7.2 We proposed to carry forward into UKLR a modified version of the related party transactions regime currently used in premium listing. This would be an uplift to standard listing, where there is no related party regime beyond the separate requirements on related party transactions in DTR 7.3. 7.3 We proposed to require, for transactions or arrangements that are at least 5% on any of the applicable class tests, that issuers: • obtain the approval of its board for the transaction, while ensuring any conflicted director is excluded from the board’s consideration of the transaction and does not vote • obtain and disclose an opinion from a sponsor that the transaction is fair and reasonable so far as shareholders are concerned, and • notify the market about the transaction 7.4 We proposed not to carry forward the premium listing requirements for any transactions below the 5% threshold, nor require shareholder approval for transactions at or above 5%. We also proposed not to carry over a requirement that an issuer must seek sponsor guidance on our rules when it proposes to enter into a transaction that may be a related party transaction. 7.5 We proposed some clarifications and adjustments to existing definitional provisions, and sought views on whether stakeholders continued to value a specific definition of related party for the purpose of the Listing Rules, or whether we should move to a definition based on accounting standards. 7.6 Within the stated purposes of our requirements (as set out in UKLR 8) we proposed also to retain the premium listing approach that the rules are intended to prevent a related party from taking advantage of its position and prevent any perception that it may have done so. We added that the rules are intended to ensure that shareholders are notified, supported in their engagements with the company and that market transparency is enhanced.

85 Summary of feedback and our response Our general approach to related party transactions 7.7 In Q15, CP23/31 we asked: Question 15: Do you agree with our proposed approach towards a related party transactions regime for the commercial companies category and the specific disclosures proposals for notifications? Please provide any alternative views as relevant. 7.8 We received 26 responses dealing specifically with this question. 7.9 Most respondents agreed with our proposal to retain the sponsor’s fair and reasonable opinion and at the 5% threshold we proposed. There were no concerns raised about the form of notification we proposed or our proposal to ‘switch off’ DTR 7.3 for issuers who are required to comply with UKLR 8. 7.10 Views were far more polarised on not requiring shareholder approval for transactions at or above 5%. Around 11 of the 26 responses agreed and 15 objected, broadly among the same cohorts as for significant transactions. However, there was also an indication from a trade body representing investors that at least some of its members felt less strongly about requiring shareholder approval for these types of transactions although the majority of its members did not support the proposals. 7.11 Those who wanted to preserve the shareholder vote offered similar reasons, namely that it served as a check on the board and enabled shareholders to protect value. They also emphasised the risks to shareholder value from conflicts of interest and considered the premium listing approach a key feature of the UK’s high standards of corporate governance, protecting shareholders. A trade body told us that for investors who already own premium listed shares and will no longer receive disclosure with sponsor assurance over related party transactions below the 5% threshold, the shareholder vote at or above the 5% threshold became even more critical. In their view, the changes would harm the perception of investing in the UK. They felt that a disclosure￾based approach also increased costs for investors and may result in less proactive engagement by issuers. Minority shareholders, or highly diversified shareholders, would be disproportionately impacted. 7.12 We also received some other, more marginal commentary. A trade body representing corporate brokers told us some members disagreed with a UKLR regime for related party transactions, and preferred relying on the separate regime in DTR 7.3. On the other hand, a law firm who supported a single related party transaction regime across our rules considered that it should be based on UKLR 8 rather than DTR 7.3. 7.13 Some in the legal community considered the UKLR related party regime could support our proposed requirements in respect of controlling shareholders and offer greater scrutiny of transactions with or for the benefit of a controlling shareholder. They suggested this could involve retaining the need for a shareholder vote (as per premium listing) as an effective sanction for breach of our proposed requirements for the listed

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company to enter into a ‘relationship agreement’ with a controlling shareholder; or alternatively by removing the 5% de-minimis threshold at which our key notification and governance requirements are triggered for these transactions. (We discuss CP23/31 proposals and final rules on controlling shareholders in Chapter 4 above including our response on these points.) 7.14 They also suggested that ordinary course of business transactions should not be exempt from our UKLR 8 requirements, having regard to our proposals for defining when a transaction is within or outside of the ordinary course of business. Our response: Having taken into account all responses received, we have decided to finalise our rules on related party transactions in UKLR 8 broadly as we consulted on. We continue to view our approach as setting a robust framework to manage such risks and meet the stated purposes of the rules, while not imposing the additional cost and frictions for issuers of mandating a shareholder vote. As with significant transactions, we recognise there are strong and opposing views held by both sides of the debate around shareholder votes. In coming to this conclusion, we have carefully considered the feedback on our proposal not to require companies in this listing category to obtain prior shareholder approval for a related party transaction. As with significant transactions, we fully recognise the objections from buy-side stakeholders and have engaged extensively to understand their concerns further. We would like to thank these stakeholders for their time and thoughts. We accept their argument that not including the premium listing voting mechanism for related party transactions does remove independent shareholders’ ability to intervene and veto a proposed transaction (unless a majority of them support it). We also recognise the concern that such a transaction will, or may, redirect value from shareholders to related parties, or is not in the best interests of the company. We consider that the impact of our proposals would place more emphasis on boards to manage potential conflicts of interest effectively and make decisions that preserve or increase (rather than erode) shareholder value, in accordance with their general duties under applicable law and within the company’s own internal governance arrangements. These arrangements would have to meet the requirements we proposed in UKLR 8 (retained from premium listing) that for proposed related party transactions that meet the 5% threshold on the class tests, the board must first come to a view that the transaction is fair and reasonable as far as security holders of the company are concerned, and for conflicted directors not to take part in that decision. A sponsor must also provide written confirmation that the transaction is fair and reasonable before the transaction can proceed, which provides independent oversight by a firm approved by the FCA to act as a sponsor (who must be either FCA

87 authorised or a member of a designated professional body). In addition, our proposal to retain annual reporting against the UK CGC, which we have now confirmed in final rules (see Chapter 9), would provide general transparency as to an issuer’s governance arrangements. We consider that, taken together, these governance requirements (which we retain in UKLR) establish a robust and transparent framework for related party transactions in this listing category, continuing to support the long-established purposes of these rules. We would note that our changes would not change the company’s obligations to its shareholders at law or the directors’ fiduciary duties. There would also be continued disclosure provided to the market with both a notification of a transaction as soon as possible after it is entered into, and subsequently as part of applicable annual financial reporting requirements. More broadly, investors will have transparency on relationships and interests of directors and the presence of any controlling shareholder(s) through other required disclosures, which also allows the potential risk of related party transactions to be factored into investors’ valuation or investment decisions. From our engagements, we have also heard issuers’ concerns around the costs and uncertainties created by the premium listing requirements for prior shareholder approval of related party transactions, which are not required in other jurisdictions. While these concerns were not as strongly expressed as for significant transactions, we understand they are still viewed as important considerations in deciding whether to pursue or retain a UK listing and may be more restrictive for companies with certain capital structures. We recognise that other international markets typically don’t impose votes via listing requirements, nor do they necessarily mandate an independent, third-party opinion from an entity akin to an FCA-approved sponsor. We disagree with the respondents who suggested that the lack of shareholder vote should be viewed as a reduction in the standards of corporate governance. We note that our final rules represent an uplift to requirements for companies in standard listing and we consider that, taking into account the support for the sponsor’s fair and reasonable opinion, they strike a proportionate balance while maintaining high standards in our rules for the company’s conflicts management in relation to related party transactions. Looking across international jurisdictions, a combination of disclosure, appropriate governance by company boards, and a third-party opinion are comparable protections to other major markets, including the EU. In response to more limited comments, we have decided not to remove the exemption from the related party requirements for transactions entered into in the ‘ordinary course of business’. We continue to consider it reasonable to allow companies to enter into more routine transactions aligned to its general commercial activities without triggering specific additional obligations, even if involving a related party.

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Sponsor role on related party transactions 7.15 In Q16, CP23/31 we asked: Question 16: Do you agree with how we have framed the sponsor role for related party transactions in the commercial companies category? 7.16 We received around 15 responses on this question. Most of them expressed support for retaining the sponsor’s involvement as proposed although there also were some nuanced views from a small number of these respondents. 7.17 Some advisors considered that issuers should have more flexibility in who to appoint. For example, a reporting accountant proposed that other advisors should be able to provide the fair and reasonable opinion. There were also questions over the parameters of the sponsor’s role when engaging with the FCA on related party matters, and when other advisors could contact the FCA instead. 7.18 We also noted that the members of the trade body who would have preferred to apply the separate DTR 7.3 related party regime to commercial company equity issuers over the proposed UKLR regime were in effect advocating for a regime without a formal sponsor role. 7.19 Buyside stakeholders also offered varying perspectives. Whereas one trade body would have also preferred to keep further aspects of the premium listing approach (with a sponsor firm appointed from the outset to guide an issuer on its LR, DTR and MAR obligations), another agreed with our proposals. An advisor also preferred that the sponsor should continue to provide a fair and reasonable opinion on related party transactions below the 5% threshold on the class tests, carrying over the premium￾listing approach, but acknowledged this may have little impact in practice. 7.20 Sponsor firms raised some specific concerns on how their role might evolve in the new regime. One firm raised the concern that a company might shop around for a favourable ‘fair and reasonable’ opinion where another sponsor had previously disagreed. They suggested UKLR should legislate to prevent this. Our response: We consider that the sponsor’s fair and reasonable opinion is highly valued and have finalised our rules as consulted on. This maintains a requirement from premium listing that does not apply to standard listed companies. It ensures an independent third party assesses the transaction from the shareholders’ standpoint and provides confirmation to the company’s board. As sponsors are subject to our rules, they must act with due care and skill in doing so. We will continue to engage with sponsor firms to gauge their views on how the new regime is bedding in, understand their experiences and any concerns that develop. It remains open to all issuers to seek a sponsor firm’s guidance on whether a proposed transaction is a related party transaction under UKLR 8, and on the application of our rules to that transaction, but it is not mandatory.

89 While we acknowledge above the concerns that attach to the specific risks related party transactions may pose to shareholder value, it remains the responsibility of the issuer to understand and meet its obligations which we emphasise in the Listing Principles. Other clarifications and amendments on related party matters 7.21 In Q17, CP23/31 we asked: Question 17: Do you agree with the other clarifications, ancillary changes and consequential amendments we are proposing for the related party transaction requirements in the UKLR (compared with current premium listing)? If not, please explain the areas you disagree with. 7.22 With respect to the other changes, we proposed that would modify the approach in premium listing, there was support for raising the threshold for the definition of a substantial shareholder from a 10% to 20% interest, although one buy-side advisor disagreed. Similar concerns were raised on how we drafted the proposed new provisions on ‘ordinary course of business’ as discussed in Chapter 5 on significant transactions. 7.23 Some practitioners also highlighted some very narrow interpretation points on premium listing requirements that we had proposed to carry forward into UKLR, around intra-group transactions, the differences in the Companies Act definitions of ‘subsidiary’ vs ‘subsidiary undertaking’, and when shareholdings held under management must be aggregated. Our response: We have finalised our rules broadly as consulted on, save that we have amended the provisions on ‘ordinary course of business’ to align with the changes we have made for significant transactions in UKLR 7. We were interested to hear the broader feedback on more technical points, and will consider these in due course. However, we did not consider these points to be sufficiently material to address in the short term given the wider context of the substantial reforms being implemented. Issuers may still contact us through their sponsor should they require individual guidance on a transaction. 7.24 In Q18, CP23/31 we asked: Question 18: What are your views on retaining our specific listing rule definition of a related party, versus a definition based on IFRS (or other) accounting standards?

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7.25 We received feedback from 14 respondents, offering a range of perspectives. Opinions were divided. 7.26 Most acknowledged that moving to a single definition of a related party, aligned with UK-adopted IFRS for example, could be useful for most issuers in the commercial companies category. These companies would already be familiar with the definition because of their corporate annual reporting obligations, reducing the need to seek guidance from a sponsor on whether a transaction fell within the definition. Therefore, many supported moving to an IFRS definition in place of a UKLR definition. This would reduce complexity in our rules and associated costs. A shareholder trade body also told us that the consistency in reporting would be valued by investors. 7.27 Others were less persuaded of the potential benefits. Sponsor firms preferred the bespoke definition, one pointing out that the other proposed changes to the related party regime in UKLR (compared to premium listing) were sufficient to solve the existing problems with the premium listing regime. The related party regimes in premium listing LR 11 and DTR 7.3 served different purposes. Another trade body representing investors was concerned that the prescriptive approach to the definition in accounting standards may not be suitable for the proposed UKLR regime which is more principles based. Reporting accountants and lawyers were similarly divided, with one additional view being that shifting to an accounting-based definition may lead to an unintended consequence of accountants advising on the application of our rules, as opposed to sponsors. Our response: At this stage, we have decided to retain the existing definition of ‘related party’ as we consulted on. However, we valued the thoughtful engagement and feedback received. Recognising that moving away from the current definition of related party to one based in accounting standards would be a material change, it would benefit from more detailed analysis of the potential implications. If we later considered any change, we would consult further.

91 Chapter 8 Commercial companies category – further share issuances, share buy-backs, other matters requiring a shareholder vote and circular content 8.1 In this Chapter we describe the feedback received on our proposals on a range of transactions in a company’s shares and matters requiring a shareholder vote, and our response. While CP23/31 also included a discussion on the election and re-election of independent directors alongside these topics, here we have addressed this as part of the controlling shareholder feedback in Chapter 4. 8.2 Our final rules are in UKLR 9 and UKLR 10 in Appendix 1. Further share issuances Our proposals 8.3 We proposed to carry forward the premium listing approach to further share issuances into the continuing obligations for issuers with equity shares listed in the commercial companies category as part of UKLR 9. This meant retaining rules around pre-emption rights and discounted share issuances to ensure shareholders had an opportunity to vote on transactions that would dilute their interests or reduce the value of their shares. We also proposed to keep requirements from our premium listing rules relating to some ancillary matters including around the conduct of relevant transactions. Summary of feedback and our response 8.4 In Q19, CP23/31 we asked: Question 19: Do you agree with our proposed approach to matters relating to further share issuances for the commercial companies category? If not, please explain what you disagree with and why. 8.5 We received 17 responses, predominantly from practitioners (advisory community) and trade bodies and exchanges, dealing with some or all aspects of these proposals. On balance most agreed with our proposals in full. 8.6 Fourteen of the 16 who responded on our proposal to carry over pre-emption rights agreed. Fourteen of the 17 respondents agreed with carrying over rules on discounted share issuances. Those who told us why they agreed cited investor-protection.

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8.7 Two trade bodies representing issuers disagreed with both of these proposals. 8.8 One pointed out differences with overseas jurisdictions on pre-emption rights, and that the rules would make UK listings less attractive for overseas issuers. It suggested that it should be a matter for disclosure whether a company had pre-emption rights in its constitution, which would enable investors to appraise the dilution risk. It also considered that the rules on discounted share issuances were unnecessary as the question of whether to invest in a new issue of shares where the discount is more than 10% is ultimately one for investors. This view was shared by panels advising the FCA on listing-related matters. 8.9 The other trade body felt that the FCA’s proposals did not strike the right balance and would be unattractive for smaller companies. In particular, on the discounted share issuance rules, it suggested raising the discount threshold (that triggers the requirements for shareholder approval) from 10 to 30%. It was also suggested that the benefits of any new flexibility for further issuances (flowing from possible changes to prospectus requirements under POATR proposals) could be undermined by restrictive listing requirements on share issuances. 8.10 On the discounted share issuance rules, we also received feedback from City practitioners on problems with the existing premium listing LR 9.5.10R carried forward to UKLR 9.4.13R, as a cause of friction and requesting interpretive guidance and for the rules to be modernised. 8.11 Those who responded on the other points either agreed or raised no objections. Our response: We have finalised our rules as consulted on. However, we welcome the detailed feedback on where the rules can cause friction and will reflect on this further as we monitor more generally how the new UKLR regime beds in. We would consult should we consider making any further changes. 8.12 In Q20, CP23/31 we asked: Question 20: Do you agree that an issuer in the commercial companies category should be required to appoint a sponsor in connection with its further share issuance prospectus and related application for listing? 8.13 We received 11 responses to this question, 9 in favour and 2 disagreeing. The objections came from a law firm and a trade body representing advisors to UK-listed companies. They considered the sponsor’s role should be limited to advising new applicants for listing, and that a sponsor should not need to be appointed in relation to a secondary raising, as an issuer will have experience in its ongoing obligations as a listed company. The trade body cited support for Recommendation 9 of the UK Secondary Capital Raising Review.

93 Our response: We have finalised our rules as consulted on. Given the present process for admitting further issuances to listing involves a further application to the FCA, we consider sponsors can help support issuers in this process and note the support for retaining this role. However, we may revisit this in due course as we proceed to consult on proposals to bring in the new rule framework to support the public offers and admissions to trading regime, which will include a consideration of when to require prospectuses for further issuances. As part of this work, we are interested to explore whether a requirement to apply to the FCA for listing of fungible securities where securities of that class are already admitted to the Official List and admitted to trading on a regulated market remains necessary, particularly if no prospectus is needed. If we were to consider removing this process in due course, it may also suggest a sponsor role is no longer relevant or needed for further issuances. Share buy-backs Our proposals 8.14 We proposed to retain the substance of the current LR 12 requirements for premium listed shares on the basis that they offer protections against dilution and transactions with related parties, although we extended the alleviations on the content of the circular currently required to support the vote on an issuer’s purchase of own shares, including no longer requiring a working capital statement or FCA approval of the circular, and no longer requiring a sponsor to be appointed for such a circular, in line with the proposed changes to the significant transaction disclosures. Summary of feedback and our response 8.15 In Q21, CP23/31 we asked: Question 21: Do you agree with our approach to share buy-backs for the commercial companies category and the amendments proposed versus premium listing requirements? If not, please explain and suggest and alternative approach. 8.16 We received comparatively little detailed feedback in response to this question with the majority of respondents either supportive or providing no comment. 8.17 We received feedback from one stakeholder, comparing the existing UK regime to the US’s Accelerated Share Repurchase regime, and suggesting that boards of issuers should be further educated on the economics of share buy-backs, and should consider

94 a purchase price limit or a valuation discount/premium limit when executing buy-backs; and further that asset managers should evaluate the buy-back execution strategies and performance of their portfolio companies. Our response: We are finalising the rules as consulted. We do not consider that board governance and asset manager evaluation of buy-back performance is a matter for regulatory intervention through the UKLRs. We will continue to keep evolving market practice under consideration and may review these rules at a later stage. Employee share schemes, long-term incentive plans and discounted option arrangements Our proposals 8.18 We consulted on the basis that approval of matters currently set out in LR 9.4 (employee share schemes, long-term incentive plans and discounted options arrangements) would still be subject to a shareholder vote under the UKLR applicable to the commercial companies category. Summary of feedback and our response 8.19 In Q22, CP23/31 we asked: Question 22: Do you have any comments on our proposals? Do you have any views on requiring shareholder approval to grant to a director or employee options, warrants or other similar rights to subscribe in shares in the commercial companies category? 8.20 We received comparatively little detailed feedback in response to this question with the majority of respondents either supportive or providing no comment. One sell-side representative organisation argued that the FCA should provide as much flexibility as possible to ensure the competitiveness of the UK as a listing destination especially vis￾a-vis the US. Another membership organisation representing issuers commented that they were supportive of shareholder approval for the application of employee share schemes but not for the individual granting of these schemes and asking for clarity from the FCA on the extent to which the proposed changes apply to directors. Their view is that remuneration committees ought to make determinations on the grant of individual awards within the boundaries of the schemes agreed by shareholders. A professional services firm provided more colour, sharing their view, which echoed feedback to CP23/10, that amendments should be made to the provisions of the shareholder approval requirements for discounted options arrangements currently set out in LR 9.4.4R.

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8.21 This is because, even where the scheme has been approved by shareholders under LR 9.4.1R, LR 9.4.4R(2) (both of which have been replicated in UKLR 9.3) requires the company to seek shareholder approval again each time that it grants a nominal cost option to subscribe shares under its shareholder approved scheme. This respondent suggested that this creates a degree of duplication and redundancy which could be addressed by excluding from the scope of UKLR 9.3.4R(1) options or warrants to subscribe for shares or other similar rights to subscribe for shares which are to be granted under an employee share scheme or long-term incentive scheme which has already been approved by shareholders under UKLR 9.3.1R. Our response: We are finalising the rules as consulted. We are open to giving consideration to potential changes to our rules, including as regards the issuance of discounted share options, where market practice has evolved to such an extent as to make some of our requirements less relevant. However, given the limited feedback on this, it did not appear to be a priority for change at this stage. We may review these rules at a later stage. Requirements for other circulars Our proposals 8.22 In CP23/31, we sought view on proposals to include existing rules in LR 13.8 in the UKLR. These rules set out requirements for circulars related to a number of matters which address: • authority to allot shares • disapplying pre-emption rights • reduction of capital • capitalisation or bonus issue • scrip dividend alternative • scrip dividend mandate schemes/dividend reinvestment plans • notices of meetings • amendments to constitution, • employees’ share schemes • amendments to employees’ share scheme • discounted option arrangements • reminders of conversion rights, and • election of independent directors Summary of feedback and our response 8.23 In Q23, CP23/31 we asked:

96 Question 23: Do you have any comments on our proposals with regard to requirements for other circulars? If you disagree, please explain why, and include suggestions for alternative approaches. 8.24 We received very little detailed feedback in response to this question, with stakeholders either silent or in support of our approach. Our response: We consider these rules remain helpful in ensuring transparency to shareholders and we are finalising them as consulted.

97 Chapter 9 Commercial companies category – annual reporting and governance 9.1 In this Chapter we describe the feedback we received on our proposals presented in Chapter 11 of CP23/31 on annual reporting and disclosure requirements that would form part of continuing obligations for the commercial companies category, and our response. Our final rules are in UKLR 6 in Appendix 1. Our proposals Corporate governance reporting 9.2 In CP23/31 we reiterated the proposals set out in CP23/10 for continuing obligations on issuers within the commercial companies category, as follows: • To apply the existing premium listing provisions relating to the UK Corporate Governance Code (UK CGC), which include requiring a company to include additional items in its annual financial report to include, among other things: – a statement of how the listed company has applied the Principles set out in the UK CGC, and – a statement as to whether the listed company has complied throughout the accounting period with all relevant provisions set out in the UK CGC, or details of those provisions it has not complied with and why 9.3 We also discussed flexibility inherent in the UK CGC and FRC guidance for issuers that may choose to apply or be subject to another corporate governance code to still meet the principles while explaining an alternative approach the provisions of the UK CGC (see paras 11.11-13 of CP23/31). 9.4 Furthermore, we explained that for overseas issuers with a secondary listing in the UK, the proposed secondary listing category would address concerns raised in the feedback to CP23/10 as we proposed to rely on compliance with DTR 7.2 for this category, as for existing standard listed issuers. DTR 7.2 provides more flexibility by focusing on disclosure of any corporate governance code applied by an issuer, or any other corporate governance arrangements that go beyond national law. Climate related financial disclosures, diversity disclosures and other annual report disclosure requirements 9.5 As set out in Chapter 11 of CP23/31, we proposed to carry over for the commercial companies category key comply or explain annual disclosure requirements related to diversity of boards and climate-related financial disclosures consistent with the Task Force on Climate-related Financial Disclosures (TCFD). This was consistent with our

98 intention to have a highly transparent, disclosure-based approach to ensure investors have the information they need. 9.6 We also proposed to apply other annual financial reporting requirements contained in LR 9.8 for the commercial companies category where they remain relevant. Some of these relate to reporting linked to other ongoing Listing Rule requirements in LR 9 or derive from aspects of the UK Companies Act 2006 or UK CGC. Summary of feedback and our response 9.7 In questions 24 and 25 of CP23/31, we asked: Question 24: Do you agree with our overall approach to annual disclosures and reporting requirements for the commercial companies, category broadly based on current premium listing requirements, including on corporate governance (see Appendix 1, UKLR 6)? If not, please explain why. Question 25: Would formal guidance clarifying the use of ‘explain’ when reporting against the UK CGC be necessary? 9.8 We received in the region of 20 responses to these questions, the majority of which supported the proposals. 9.9 In relation to the corporate governance proposed reporting requirements, most felt additional FCA guidance to clarify the use of ‘explain’ when reporting against the UK CGC would not be helpful, with some noting that this is the remit of the FRC. A few also commented that the use of ‘explain’ does not reduce the burden on certain issuers (eg smaller issuers), and further guidance on ‘explain’ would not address that point specifically. One respondent suggested a size threshold below which an issuer could opt to report against a different code. Another suggested the proposed approach to corporate governance reporting in the proposed secondary listing category (ie, reliance on DTR 7.2), also be applied to the commercial companies category. 9.10 Some expressed the view that there were missed opportunities to streamline the current requirements in LR 9.8, to either reduce the degree of overlap with non-listing rule reporting obligations to which companies are subject, or because they lack benefit to investors. Our response: Corporate governance disclosures Having considered the feedback, we have proceeded to implement the proposals as consulted on. This means issuers in the commercial companies category will be required to state, on an annual basis, how they have complied with the Principles of the UK CGC and whether they

99 have complied with the Provisions of the UK CGC throughout the relevant accounting period and, if not, the provisions they have not complied with and the reasons for non-compliance. We view compliance with the Principles of the UK CGC as appropriate for all commercial companies to underpin good corporate governance practices. Further disclosure against the provisions of the UK CGC will provide important detail on the governance arrangement companies have in place. Transparency of governance structures and processes is consistent with our broader approach and will enable investors to assess and price in any risks (or value) they perceive in certain corporate structures. It will also incentivise issuers to meet these standards as a result. We have not introduced a company size threshold below which more flexibility is explicitly provided for. This is because factors such as size of issuer and their stage of development are already relevant to the degree to which an issuer may depart from certain UK CGC Provisions. This approach recognises that an alternative to complying with a Provision may be beneficial or necessary for the company in particular circumstances based on a range of factors. However, we do recognise that some smaller or newer issuers may face challenges in complying in full with all of the UK CGC Provisions, and that the more an issuer departs from the UK CGC Provisions, the more explanation would be required. Demonstrating good governance through high-quality explanations can provide companies with the opportunity to display how their unique governance arrangements support the delivery of continued shareholder value. We consider a different approach for the secondary listing category is justified as this is intended to address concerns raised in response to CP23/10 regarding non-UK incorporated issuers that follow the corporate governance code of another jurisdiction. Other annual disclosures We continue to view climate-related financial disclosures and diversity disclosures as important features of our regime to support market integrity, as investors’ interest in these areas increases. For the time being, we also consider the broader periodic disclosures from our premium listing rules to be an appropriate starting point for all commercial companies. We will, however, consider in due course if there are further opportunities to streamline annual reporting requirements, as suggested by some respondents. This may also take into consideration any future reforms to UK company law or regulation eg, related to non-financial reporting, that may be taken forward by the new Government.

100 Chapter 10 Approach to current premium listed categories: sovereign controlled commercial companies and closed-ended investment funds 10.1 In this Chapter we describe the feedback we received on our proposals presented in CP23/31 in Chapter 12 and our response. 10.2 For sovereign controlled commercial companies who are listed in the commercial companies category, our final rules set out certain modified requirements in UKLR 5, 6, 8 and 9. 10.3 Our final rules for closed-ended investment funds are in UKLR 11 in Appendix 1. Sovereign controlled commercial companies Our proposals 10.4 We proposed to not carry forward the dedicated category for sovereign controlled commercial companies (SCCs), and instead to provide certain modifications for SCCs within the equity shares (commercial companies) category. We set out a number of modifications that SCCs could benefit from if they made a notification to inform the market of the changes that the dispensations would entail for shareholders. 10.5 In summary, we proposed to disapply a number of commercial companies category requirements, including: • eligibility and ongoing requirements for a sovereign controlled company to be independent from their sovereign controlling shareholder • a requirement to have in place a controlling shareholder agreement • requirements for disclosure in annual financial reports detailing any contract for the provision of services to the listed company • requirements for sponsor fair and reasonable opinions where a related party transaction is contemplated and the sovereign controlling shareholder is the related party, and requirements to prevent a director who is, or an associate of whom is, the related party from taking part in the board’s consideration of the transaction or arrangement or voting on the relevant board resolution, and • we also said that commercial companies with a sovereign controlling shareholder should be able to benefit from the more flexible approach to multiple class share structures proposed in CP23/31

101 10.6 Finally, we set out the view that the appropriate category for certificates representing shares in a SCC would be the category for certificates representing securities (UKLR 15, formerly LR 18). Feedback and our response 10.7 We asked: Question 26: Do you agree with our proposed approach to incorporating sovereign controlled companies into the commercial companies category, with certain alleviations on matters related to the sovereign controlling shareholder, while not taking forward a bespoke approach to depositary receipts on shares in such issuers? If you disagree, please explain why. 10.8 We received limited feedback to these proposals. One buy-side trade association voiced concerns that admitting to listing sovereign-controlled companies in the commercial companies category (and allowing them to be governed through DCSS structures) would increase the number of related party transactions. This, in their view, would limit the ability of independent shareholders to scrutinise such entities and exercise effectively their ownership rights. 10.9 A representative body for the legal advisory community reported differing internal views on our proposals with some members agreeing with the approach, including in relation to the targeted alleviations. These members were of the view that, given the nature of sovereign controlled companies, the appropriate approach, as proposed by the FCA, is to ensure full disclosure of the nature of the relationship and the arrangements between sovereign controlled companies and sovereigns rather than to seek to regulate such relationships through listing regime protections that are more appropriately applied to non-sovereign controlled commercial companies. Other amongst their members, however, argued that it was unclear why transactions with a sovereign controlling shareholder should be treated differently from those of other types of controlling shareholders, particularly in light of the significant relaxations proposed for the related party regime. Our response: We have decided to proceed as consulted on. The alleviations we have provided within the commercial companies category mirror those currently available to sovereign controlled companies in LR 21, to the extent they remain relevant. Not introducing them would entail a more rigid approach, which would not be aligned to the spirit of the overall reforms and would also run counter to the original policy intention when introducing LR 21. We will also proceed to remove specific provisions for depositary receipts issued by sovereign controlled companies. Since we are removing the premium and standard listing segments, we do not see a need to have a specific regime for such instruments. Sovereign controlled companies can still list depositary receipts in UKLR 15 going forward.

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Closed-ended investment funds Our proposals 10.10 We proposed to carry forward a separate category for equity shares of closed-ended investment funds in the new UKLR sourcebook, and to broadly retain the current LR 15 eligibility and continuing obligations provisions for significant and related party transactions, with certain changes, most notably that for transactions or arrangements with a related party that are within the scope of the closed-ended investment fund’s published investment policy, prior shareholder approval would not be required even where a percentage ratio is ≥5%, although an issuer would need to obtain a sponsor fair and reasonable opinion where a percentage ratio is ≥0.25%. We proposed to retain the requirements of Premium Listing Principles 3 and 4 as new rules applicable to closed￾ended investment funds. 10.11 In response to specific feedback, we proposed that the rules on board independence would clarify that notwithstanding an appointment to the board of more than one listed closed-ended investment fund that has engaged the same independent alternative investment fund manager (AIFM), a director can be considered independent where the AIFM is independent of the closed-ended investment fund’s investment manager. 10.12 We also proposed that the sponsor role in relation to closed-ended investment funds would be retained in the UKLR and broadly remain unchanged. As with commercial companies, a sponsor appointment would be required for any requests for individual guidance from the FCA, or for the waiver or modification of the significant transactions regime, including the class tests, or the related party transactions regime. We proposed that the sponsor role would also be retained in line with the commercial companies category for any other aspect of the significant transactions regime and the related party transactions regime as applied to closed-ended investment funds. Feedback and our response 10.13 As closed-ended investment funds are a specialised area, we received specialist feedback from practitioners and trade bodies with particular expertise and experience in this area, representing the viewpoints of issuers, investment managers, and investors. We also received feedback through the FCA’s Funds Forum. 10.14 As with CP23/31, some feedback suggested that we should consider merging the closed-ended investment funds category and the new commercial companies category. However, overall, there was little support for such a move from the majority and a strong consensus in favour of retaining a separate UK listing category for closed-ended investment funds. 10.15 Specialist feedback was also strongly appreciative of the clarifications to the rules on independence of directors vis-à-vis independent AIFMs. 10.16 However, there was broad consensus among specialist practitioners and stakeholders that the divergence between the commercial companies and closed-ended

103 investment funds categories where it came to the significant transactions and related party transactions regime was inappropriate. Practitioners felt that if closed-ended investment funds were not able to benefit from the changes being proposed to the commercial companies category in this regard, this would create an undesirable arbitrage between these categories. 10.17 Stakeholders were of the view that whilst there were many areas where a divergence was justified, for example, conduct rules ensuring boards of directors can act independently of any third-party investment manager, to address the fact that boards of closed-ended investment funds are largely non-executive, however, where it came to the proposed requirements for significant and related party transactions, the rules as proposed would seem to suggest, incorrectly, that the risk of transactions undertaken by closed-ended investment funds was somehow greater than equivalent transactions undertaken by commercial companies. 10.18 Respondents noted that closed-ended investment funds are required to invest in accordance with their investment policy, and any significant change in investment policy requires shareholder approval. They noted that the controls already applied on closed￾ended investment funds by the rules on board independence and the requirement for an investment policy made imposing additional controls on transactions undertaken by closed-ended investment funds versus those undertaken by commercial companies inappropriate. A consensus emerged that controls and safeguards in relation to changes to the investment manager’s fees should, however, be retained, as such transactions do not exist for commercial companies and pose a greater risk than other transactions. 10.19 We also received feedback requesting clarification that a transaction within the scope of the closed-ended investment fund’s published investment policy includes the acquisition or disposal of another entity the sole purpose of which is to hold assets that fall within the scope of the closed-ended investment fund’s published investment policy. Our response: We are finalising the rules to retain a separate listing category for closed￾ended investment funds. Responding to specialist feedback, we will align the significant and related party transactions regime for closed-ended investment funds more closely with that for commercial companies, and will not require separate shareholder approvals or circulars for the majority of such transactions, instead cross-applying the disclosure regime for such transactions as it applies to the commercial companies category. However, we will retain additional requirements for changes to the investment manager’s fees or other remuneration, requiring a sponsor’s fair and reasonable opinion at ≥0.25%, and shareholder votes and related circular requirements for changes of ≥5% or above, as well as uncapped fees. Otherwise, the sponsor role will continue to apply at the gateway and for continuing obligations as with commercial companies. We will implement the clarifications to board independence as consulted on.

104 In relation to the acquisition and disposal of entities the sole purpose of which is to hold assets within the scope of the closed-ended investment fund’s investment policy, we consider that the UKLR Sourcebook is not the appropriate vehicle for such clarifications, but we take this feedback into account and intend to publish technical guidance on this area in due course.

105 Chapter 11 Approach to current standard listing categories 11.1 In this Chapter we describe the feedback we received on our proposals presented in Chapter 13 of CP23/31 on our proposed approach for listings of other issuer or instrument types that are currently listed under our standard segment, and our response. Our final rules are in Appendix 1, in: • UKLR 12 – open-ended investment companies category • UKLR 13 – shell company category • UKLR 14 – secondary listing category • UKLR 15 – certificates representing certain securities (depositary receipts) category • UKLR 16 – non-equity shares and non-voting equity shares category • UKLR 17 – debt and debt-like securities • UKLR 18 – securities derivates category • UKLR 19 – warrants, options and other miscellaneous securities category • UKLR 22 – transition category Transition category for existing standard listed issuers of equity shares in commercial companies Our proposals 11.2 We proposed creating a new ‘transition category’ to maintain the status quo for existing commercial companies that are issuers of standard listed shares, and that would not be eligible for the secondary listing category, shell companies category or the non￾equity shares and non-voting equity shares category. The category would carry forward current continuing obligations under LR 14 to the proposed transition category. 11.3 We proposed that it would be closed to new applicants and to transfers from other categories, so has no eligibility requirements. We also proposed that if any issuers in this category carried out a reverse takeover, they would need to transfer to another listing category to retain a UK listing. We proposed no sponsor role in relation to any continuing obligations, with a sponsor only being relevant if an issuer sought a transfer to another category for which one is required – we also proposed a modified transfer process in such cases (see Chapter 14 for more details). We also indicated that, if we proceeded, should an issuer in the transition category fall within scope of the closed-ended investment funds or open-ended investment companies categories once the new UKLRs were in force, they must apply to transfer to that category based on our retained transfer process (as per LR 5.4A).

106 11.4 The transition category would have no end date at the point of implementation and no deadline for issuers to transfer out of the category, but instead we would keep it under review. Summary of feedback and our response 11.5 In question 28 of CP23/31, we asked: Question 28: Do you agree with our proposals for the transition category? If not, please explain why. 11.6 We received 20 responses to this question, a majority of which agreed with our proposals, with some drafting suggestions made to help clarify the proposed rules. 11.7 Some requested clarity on how long the transition category is likely to remain, with a few also suggesting it should not have an end date at all. Two respondents requested clarification as to whether the category was only available to issuers for whom their current listing was their ‘primary’ listing (ie they felt it was implied that a secondary listing that was not eligible for the secondary listing category would not be accommodated in the transition category). These respondents said it should not be so restrictive or binary in that case. Two other responses said that issuers with listings in this category if undertaking a reverse takeover should be able to apply for re-admission to the transition category if that are not able to meet the eligibility requirements of the commercial companies category. 11.8 A couple of respondents raised concerns about the modified transfer process available to eligible issuers in the transition category and in particular the proposal not to require a financial prospects and position procedures assessment. 11.9 A small number of respondents also felt the name ‘transition category’ was not appropriate, with one suggesting ‘legacy category’ as an alternative. Our response: We have made the rules as consulted on, with minor amendments to ensure consistency and clarity of drafting. We can clarify that the final rules do not limit the scope of the transition category to ‘primary’ UK listings. Rather, the reference in paragraph 13.9 of CP23/31 was intended to reflect the fact that we were also proposing a secondary listing category as part of the restructuring of the listing categories. Other than in the eligibility criteria and the continuing obligations of the secondary listing category, the new listing structure does not make a distinction between something that is ‘primary’ or ‘secondary’ listed in the UK. We have and will continue to engage with issuers where necessary with regard to how they are ‘mapped’ to either the transition or international secondary listing category prior to implementation.

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We do not agree with feedback that issuers listed in the transition category that undertake a reverse takeover should be permitted to apply for re-admission to list in the transition category. Our reason for this is that this category serves a specific purpose to aid transition to the new listing structure and is intended to be closed to new listing applications. We have set no end date for the transition category at this time and no deadline for issuers to transfer out of the category. Any decision to wind it down at a future date will take into account the number of issuers that remain listed there. We would also publicly consult before removing the category and provide sufficient time for any remaining issuers to consider their options. See Chapter 14 for our response on the proposed modified transfer process. Secondary listing category Our proposals 11.10 In Chapter 13 of CP23/31 we proposed introducing a new secondary listings category for the equity shares of non-UK incorporated companies that sought a ‘secondary’ listing in the UK (ie they already had at least one other equity listing on another market). The intention was to ensure the new listing structure remains accessible to non-UK incorporated companies where either domestic company law or rules flowing from their ‘primary’ listing venue may mean they would not be eligible for the commercial companies category. By having a discrete category for such listings, it provides transparency that such issuers are subject to a combination of home jurisdiction and FCA rules. 11.11 We proposed that the eligibility and continuing obligations for the secondary listing category would largely replicate LR 14, subject to targeted additional eligibility requirements, which would also largely apply as continuing obligations. These included the category being limited to overseas incorporated companies, and an issuer’s location of central management and control being either in their country of incorporation or the country of their primary listing. Please see Chapter 13 of CP23/31 for more detail. 11.12 We also proposed that issuers in this category must: • continue to comply with the applicable rules of the overseas main market (their primary listing) to which they are subject, and • contact the FCA as early as possible to discuss whether suspension, cancellation or restoration under the UKLR is appropriate if an issuer’s listing has been suspended, cancelled or restored by an overseas exchange or overseas authority 11.13 We proposed to carry over the substance of the existing listing requirement currently in LR 14.2.4R, which indicates that where an applicant does not have a listing either in

108 its country of incorporation or where a majority of its equity shares are held, the FCA will not admit a listing to the secondary listing category unless it is satisfied that the absence of the listing is not due to the need to protect investors. 11.14 In addition, we proposed guidance to clarify that we may ask applicants to provide an explanation for establishing its listing elsewhere if it does not have a primary listing in its country of incorporation. We also indicated in guidance that we may seek board confirmation of the applicant’s compliance, and of no historic issues, with the applicable rules of the overseas main market to which they are subject. 11.15 In tranche 2 of our draft rules published in March 2024, we also proposed to disapply the requirement regarding the location of central management and control and the definition of a qualifying home listing for existing issuers and in-flight applicants. Summary of feedback and our response 11.16 In questions 29 and 30 of CP23/31, we asked: Question 29: Do you agree to our proposals for a secondary listing category and the related requirements, including basing rules on current LR 14 with certain additional elements, and the maintained application of DTR 7.2? If not, please explain which aspects you disagree with and why. Question 30: Do the proposed eligibility requirements for the secondary listing category sufficiently identify commercial companies with a ‘primary’ listing in another jurisdiction and mitigate potential risk that it be used to avoid the commercial companies category? Please suggest improvements to provisions, or additions or alternatives, as relevant. 11.17 We received 20 responses to these 2 questions, with a majority agreeing with the proposed approach. Of the minority that made comments or expressed disagreement the following were the main points arising. 11.18 A handful of respondents queried why UK incorporated companies with an overseas listing would be excluded from this category. The respondents here suggested that the place of incorporation is not relevant to secondary listing status. Similarly, a small number of respondents queried how UK incorporated companies with an overseas listing would be accommodated in the proposed new listing structure. A couple of respondents also noted the exclusion of UK incorporated companies was not necessary as they felt the risk of issuers using the secondary listing category to avoid listing in the commercial companies category was low in practice. 11.19 Five responses also raised concerns about the proportionality of applying TCFD-related reporting requirements to this category and overseas issuers’ ability to comply with these in practice.

109 11.20 A similar number said the eligibility criterion concerning the location of the issuers central management and control would be restrictive and not relevant, saying it is not uncommon in practice for listing, incorporation and mind and management to be in 3 different locations. Tax residency was one example of reasons why companies may organise themselves across various locations. A couple also felt that liquidity should be included as a measure of whether something was a secondary listing or not. 11.21 A few raised significant concerns regarding the definition of ‘qualifying home listing’ and in particular the requirement that the issuer be subject to rules of its primary listing without dispensation or modification by virtue of the applicant’s country of incorporation. It was felt this could have unintended consequences by in practice meaning an overseas issuer in the secondary listing category always having to be listed in its place of incorporation, excluding for example US Foreign Private Issuers from being eligible. There was also concern that reporting of non-compliance of primary listing rules would be complex and burdensome. 11.22 A few suggested that the FCA adopt an equivalence approach to simplify and reduce overlaps with other listing jurisdictions. Our response: We have made the rules as consulted on, with some amendments set out below in response to the feedback received. The secondary listing category is specifically designed to have a limited scope, including being limited to overseas incorporated companies. The policy intent remains unchanged from that described in CP23/31. The category is designed to accommodate those overseas companies where either domestic company law or rules flowing from their ‘primary’ listing venue may make it more difficult to additionally meet certain requirements of our commercial companies category. By providing this discrete category, the intention is to ensure our listing regime remains flexible and accessible to allow such issuers to remain or choose to list in the UK. UK incorporated companies that wish to have a secondary listing in the UK will not be eligible to list in this category. However, they may be eligible for the commercial companies category. For UK companies seeking an equity listing whereby the UK is or is intended to be their secondary listing ie, where the “primary” listing is outside of the UK, the expectation is that they would apply for a UK listing in the commercial companies category. The commercial companies category is open to any issuer regardless of their place of incorporation if they are able to meet the commercial companies category eligibility requirements - it does not preclude companies that have another equity listing elsewhere. One stakeholder queried during our engagement whether admission to the commercial companies category, versus the secondary listing category, may impact a UK issuer that sought index inclusion for their ‘primary’ listing on another market. However, we did not receive detailed analysis to substantiate this issue, and we do not consider it appropriate to alter our policy on the basis that different international index providers may set certain inclusion criteria.

110 We have also proceeded to implement the eligibility criteria and continuing obligations for the secondary listing category as consulted with the following clarifications and modifications in response to the feedback received. Location of central management and control We have confirmed this rule as consulted on, although with some additional guidance as explained below. We agree with feedback that where an issuer’s central management and control are located is not necessarily a characteristic for determining whether something a ‘genuine’ secondary listing or not. However, we consider it important to address the potential risk of opaque and complex structures that may impair our ability to supervise issuers in this category and enforce against our rules where necessary. We may consider exceptions to this rule for issuers on a case-by-case basis by way of dispensation or modification. We have added guidance to the location and central management and control requirement to clarify that the FCA may modify the rule on a case-by-case basis in circumstances where the FCA is satisfied the issuer’s operational and governance arrangements are not intended to reduce, and do not have the effect of reducing the FCA’s ability to monitor an issuer’s compliance with the listing rules, the disclosure requirements, transparency rules and corporate governance rules, as applicable. Subject to the primary listing rules of an overseas market With regards to the requirement for issuers in the secondary listing category to be subject to the primary listing rules of an overseas market without dispensation, we have made the rules as consulted on but with a small amendment. We have removed the reference to ‘without modification’ in the definition of qualifying home listing that was included in the draft rule. This is to reflect feedback that some regimes impose additional requirements on primary listings when an issuer is treated as a foreign primary listing for the purposes of that market. It was not our intention to exclude these issuers from this category (eg, issuers treated as Foreign Private Issuers in the US) and so we have amended the rule. Other general feedback We note the feedback that requiring reporting of non-compliance of primary listing rules could be burdensome for issuers in the secondary listing category. We continue to consider this an important requirement for this category as we would have no direct supervisory oversight of an issuer’s compliance with the overseas primary listing rules to which it is subject. It is important that we have the ability to consider what is relevant or material non-compliance on a case-by-case basis. However, we will monitor the notifications received and keep the suggestion for a possible materiality threshold under review. We considered the TCFD reporting points made by a small number of respondents. Again, we have proceeded to implement the proposals as

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we consulted on in CP23/31, given our intention is to maintain the status quo of the standard listing requirements for this category. We will keep this under review, particularly as we look to revise our climate-related financial disclosure rules in due course as international standards evolve from TCFD to International Sustainability Standards Board (ISSB) based disclosures and considering developments on such reporting in other jurisdictions. Transitional arrangements We have finalised the transitional provision to disapply indefinitely, as a continuing obligation, the requirement regarding the location of central management and control and elements of the definition of a qualifying home listing for existing issuers and in-flight applicants. This should enable a greater number of existing issuers to be eligible to be mapped to the secondary listing category. Please see Chapter 14 for further detail. Non-equity and non-voting equity shares category Our proposals 11.23 In Chapter 13 of CP23/31, we proposed creating a new listing category for non-equity shares, such as retail denomination preference shares and deferred shares (as defined in the FCA Handbook Glossary), and non-voting equity shares, that are currently eligible to list under the standard listing (shares) category. We proposed that the status quo for these issuers would be maintained based on current standard listing eligibility requirements and continuing obligations. Summary of feedback and our response 11.24 In questions 31 of CP23/31, we asked: Question 31: Do you agree to our proposals for the non-equity shares and non-voting equity shares category? If not, please explain why. 11.25 We received 10 responses to this question the majority of which were supportive of our proposals. 11.26 A couple of respondents, who also supported the separate listing category, queried whether the TCFD and diversity annual reporting requirements currently applicable within the standard listing segment to certain listings should be applied to this category. The concern appeared to be on grounds of proportionality, with one respondent saying that issuers of these securities often also have a listing of equity shares subject to the same or similar disclosure obligations appliable in another listing category. A further comment made was that this information would be of limited relevance to investors of these types of shares as they would generally not have voting rights and would be unable to vote on resolutions.

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Our response: We have proceeded to create and make the rules for this category as consulted on in CP23/31, including the existing approach to reporting requirements for these securities under the current listing rules. The TCFD annual reporting requirements are carried over to apply to listed companies in this category, given our intention is to maintain the status quo of the existing standard listing requirements for this category. The board diversity annual reporting requirements are carried over to apply to a company with a listing of non-voting equity shares for the same reason. In both cases, the reporting requirements do not apply to investment entities or shell companies, as is also the case currently. In the case of closed-ended investment funds, please see Chapter 10. Where a company has securities listed in more than one listing category that requires TCFD or diversity annual reporting, the reporting burden is not duplicated. Meeting requirements in relation to one listing category would also satisfy the obligation of the other, because the reporting obligations are for the issuer to make a company-level annual disclosure on these matters (ie there would be no need to disclose separately for each listing of securities). We may review the application of such requirements in due course, including if we consider further changes to TCFD reporting requirements in future to move to ISSB reporting standards. Shell companies category Our proposals 11.27 In Chapter 13 of CP23/31 we proposed a new listing category for shell companies, including special purpose acquisition companies (SPACs). We said we intended to retain the current SPAC provisions introduced in 2021 (see PS21/10), which allow larger SPACs with certain specified investor protections in place to avoid the presumption that their listing would be suspended when a potential acquisition target is announced, or if details of the proposed acquisition have leaked. 11.28 However, we proposed to make some of the investor protection provisions within that guidance (in LR 5.6.18AG) eligibility requirements for the new shell companies category. For details of the eligibility requirements and continuing obligations that we proposed to apply to this category, over and above the current listing requirements, see Chapter 13 of CP23/31. 11.29 In summary our proposals included:

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• A standalone definition of ‘initial transaction’ instead of ‘reverse takeover’. • Requiring an initial transaction needs to be completed within 24 months from the date of admission. This timeframe would be extendable in certain circumstances. • Requiring board approval for the initial transaction before it is entered into. • Aligning the shell companies category with the notification, shareholder approval and circular requirements proposed for commercial companies category in relation to reverse takeovers. • Upon completion of an initial transaction, requiring the shell company to contact the FCA to apply for cancellation of its existing listing in the shell companies category and, where relevant, seek re-admission to listing of the enlarged group to a different category. • Extending the sponsor regime to this category, given SPACs and other shell companies can have complex structures and inherent conflicts of interest between the various parties. Summary of feedback and our response 11.30 In questions 32 and 33 of CP23/31 we asked: Question 32: Do you agree to our approach for the shell companies category and the detailed drafting in UKLR, including the proposed approach to redemption rights? If not, please explain why and suggest any alternative approach or transitional provisions. Question 33: Do you agree with the proposed approach that issuers in commercial companies category and the transition category should transfer to the shell companies category if they become eligible for the shell companies category? Do you foresee any problems with this proposed approach? 11.31 We had approximately 15 responses to these questions. While there was broad support for having a separate listing category for shell companies (‘shells’) to support transparency and some support for our proposals for shells more generally, a smaller number of respondents raised significant concerns. 11.32 The main concern raised was that our proposals for the shell companies category were overly prescriptive and forced all shells to adopt a certain type of SPAC model, which would reduce flexibility and present practical challenges. Related to that feedback, a small number said that clearer definitions were needed to differentiate between SPACs (of which there are various models in the market) and other shells, some of which may have an investment strategy and others that are commercial companies in winddown. 11.33 There were requests for more information about how commercial companies that became a shell would transfer into the shell companies category. 11.34 A small number suggested allowing existing cash shells to map to the transition category or alternatively to put in place a much longer transitional period than the

114 proposed 3 years, such as 5 years, to allow existing shells to make arrangements to comply with the new requirements that would apply to them. 11.35 A few said that the proposal for shareholder votes on initial transactions should not exclude founders, directors and SPAC sponsors from the vote. This was felt to be a unique requirement that would put the UK at a competitive disadvantage to other jurisdictions. In addition to this, a couple also said that where a shell has a multiple acquisition strategy they should be treated more in line with closed-ended investment funds and each transaction should not require a shareholder vote or invoke the requirement to contact FCA regarding suspension. 11.36 In other feedback, 2 responses disagreed with the proposed ‘initial transaction’ approach, especially if the initial transaction does not utilise the majority of the shell’s cash. Two responses also disagreed with applying the sponsor regime to this category on grounds of proportionality. A further 2 submissions thought that there were better ways to protect retail investors eg, require such investors to receive financial advice before investing in a SPAC or simply ban retail investment in SPACs. 11.37 In response to the question about redemption rights, the small number of respondents that commented on this subject agreed with our analysis and that this is an area that should be kept under review. Our response: Having considered the feedback received, we have decided to proceed to create a separate listing category for shell companies (including SPACs), but have not implemented all of the tailored requirements we proposed. In summary, our final rules largely maintain the status quo for shell companies, including SPACs, but we have proceeded to implement our proposals regarding the concept of an ‘initial transaction’ and to require shell companies to complete an initial transaction within a specified time period. We also maintained the requirement for an issuer to appoint a sponsor in relation to admissions or transfers to this category, and when proposing to enter into an initial transaction. More specifically, we have proceeded to finalise our proposals to clarify what a reverse takeover means in practice for a shell company and to call it an ‘initial transaction’. In substance this reflects the existing definition of a reverse takeover but clarifies that, given the nature of shell companies, the first transaction that a listed shell company enters into constitutes an ‘initial transaction’, as defined in UKLR 13, and provided it falls within UKLR 13, it covers a transaction of any size. This could include the issuance of a loan, a purchase of a minority stake or entering into a joint venture arrangement. We also consider it important for market integrity and investor protection purposes to require shell companies to either proceed to make an acquisition within a specified time period or seek to cancel their listing, rather than remaining listed indefinitely. So, we have proceeded to require new applicants to this category to build into their constitution that they

115 will complete an initial transaction within 24 months from the date of admission, or otherwise cease operations. We have, however, provided for this initial period to be extended by a period of 12 months with shareholder approval for up to three times (eg, enabling an extension of 36 months in total beyond the first 24 months). We have also proceeded with the proposed additional 6-month extension to the time limit that can be exercised in the specified circumstances set out in UKLR 13, which are intended to address the scenario where a deal has been announced or is very near to being completed. The required time limit for an initial transaction will be deferred for 1 year for existing issuers and in-flight applicants mapped to the shell companies category at implementation of the reforms. Please see Chapter 14 for details of this and other transitional arrangements. We have also proceeded to implement the proposed requirement for board approval of an initial transaction to be obtained. We have retained the current rules and guidance under the existing LR 5.6.18AG, which allows bigger SPACs with certain specified investor protections in place to avoid the presumption that their listing would be suspended. These are the changes introduced in 2021 (see PS21/10). However, we have not proceeded to mandate the following criteria, as proposed, for all shell companies: • Requiring adequate binding arrangements that monies raised from public shareholder be ring-fenced via an independent third party. • Requiring shareholder approval of an initial transaction. • Requiring an issuer’s board to publish a statement that the proposed initial transaction is ‘fair and reasonable’ if any of its directors have a conflict of interest. We have retained our definition of shell company as set out currently in LR 5.6.5AR. Given that we are retaining the flexibility of our current rules, which accommodate a range of shell company models, we do not think it necessary to have a more differentiated definition (ie for shell companies versus SPACs). We have also clarified in our final rules and guidance that companies listed in the commercial companies category, transition category or secondary listing category that become a shell will generally be given a grace period of 12 months to remain in their existing listing category. This will provide time for them to liaise with the FCA and determine their course of action. For example, to either regain compliance with their existing listing category, cancel their listing, or transfer to the shell companies category. We have proceeded to apply the sponsor regime to the shell companies category. Shell companies can be complex, as can be the investments they offer. There are also inherent conflicts of interest that can exist between the various parties. Given all of these factors, we consider it is appropriate to apply the sponsor regime to this category, including where an issuer is:

116 • applying for admission to list • transferring into the category, or • proposing to enter into an initial transaction Given we have not proceeded with our proposals to require shareholder approval for an initial transaction, which maintains the current standard listing approach, the proposal for a sponsor to be appointed in that scenario and review the content of the related circular has not been implemented. Retained standard listing categories Our proposals 11.38 In Chapter 13 of CP23/31, we proposed retaining the remaining standard listing categories addressing open-ended investment companies (current LR 16A) and other non-equity categories (current LR 17-20) in the new UKLR. We proposed some minor consequential changes and category name changes to better describe the type of issuer or security a chapter and listing category applies to. 11.39 In relation to the current listing category for certificates representing certain securities (LR 18), we proposed not to include certificates representing debt securities, to remove those provisions that relate to an issuer of debt securities, and to require the underlying shares to be listed. In addition, we proposed not to list depositary receipts which represent equity shares issued by UK-incorporated companies. For ease of reference when discussing this chapter in this section, we will refer to depositary receipts. Table 4: Retained categories within the new UKLR structure Existing category and LR chapter New category name (where relevant) and new UKLR chapter Open-ended Investment Companies (LR 16A) Debt and Debt Like Securities (LR 17) Open-ended investment companies (UKLR 12) Debt and debt-like securities (UKLR 17) Certificates Representing Certain Securities (LR 18) Certificates representing certain securities (depositary receipts) (UKLR 15) Securitised Derivatives (LR 19) Securitised derivatives (UKLR 18) Miscellaneous Securities (LR 20) Warrants, options and other miscellaneous securities (UKLR 19) Summary of feedback and our response 11.40 In question 34 of CP23/31, we asked:

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Question 34: Do you agree to our proposals for retaining the remaining standard listing categories and minor drafting amendments proposed? If not explain why. 11.41 We had approximately 10 responses to this question from a range of law firms, trade associations, exchange operators, and issuers. 11.42 On the proposal to retain a category for depositary receipts, the majority of respondents supported this and the proposal to exclude debt, and also to limit the scope of the category to depositary receipts representing shares in overseas companies only. 11.43 Two respondents made an argument for aligning or merging this category with the secondary listing category, so that issuers of depositary receipts could benefit from a common rule set and benefit from the same proportionate requirements. 11.44 One respondent was of the view that the current ability to list depositary receipts in the premium segment under LR 21, the sovereign controlled commercial companies category, should be retained and incorporated into the commercial companies category. 11.45 Two respondents raised queries regarding the proposed UKLR 15.2.8R (in tranche 2 of the draft rules), which would require the underlying shares that the depositary receipts represent to be admitted to trading on an overseas regulated, regularly operating, recognised open market. One sought clarification, while the other objected to this proposed change in scope, arguing that it reduces flexibility and competitiveness as compared other jurisdictions and the current listing rules. Our response: We have proceeded to retain the categories as proposed, with the new numbering and naming conventions as set out in CP23/31. Across these chapters, we have also sought to ensure consistent wording in relation to the drafting of the ‘shares in public hands’ provisions. This is to avoid potential confusion, rather than making a change to the proposed approach. In relation to UKLR 15, regarding depositary receipts, we have made minor amendments to clarify the final rules, including to ensure that the existing continuing obligation for depositary receipts to be listed on a regulated market is carried over to the UKLRs to maintain the status quo. We have confirmed the proposed UKLR 15.2.8R as consulted on, since it ensures consistency of the principle that is also applied to the secondary listing category in relation to the standards expected of overseas listings. It also supports the wider approach to the new listing structure by closing routes by which issuers may seek to avoid the consistent standards applied by the new listing regime. Therefore, from the implementation of the new regime, new issuers of depositary receipts will need to ensure the underlying shares are admitted to trading on an overseas regulated, regularly operating, recognised open market.

118 A transitional provision is in place to disapply this requirement indefinitely for existing issuers with depositary receipt listings mapped to UKLR 15, maintaining the status quo for these issuers (see Chapter 14). We have not combined UKLR 15 with the secondary listing category, as we consider it important to have tailored listing categories for different security types to support transparency and clarity. We do not intend for there to be any implied ‘quality’ differential inferred by different listing categories under our new UKLR sourcebook, but they do allow for clearer identification of specific instrument types.

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Chapter 12 Changes impacting all listing categories – eligibility and ongoing 12.1 In this Chapter we describe the feedback we received on our proposals that would impact all issuers of listed instruments and was not limited to specific categories. These included proposed new Listing Principles and changes to enhance existing provisions designed ensure co-operation and FCA access to the information and records of an issuer. The proposals were set out in Chapter 14 of CP23/31. 12.2 Our final rules that relate to these areas are included in UKLR 1, UKLR 2 and UKLR 21 in Appendix 1. Single set of Listing Principles and supporting guidance 12.3 We proposed having one set of Listing Principles to underpin a reformed listing regime, by combining the current Listing Principles and Premium Listing Principles (current LR 7). The intention was to create a clear and consistent set of principles for all issuers, regardless of listing category and security type, that are easy for both issuers and investors to understand. 12.4 Our proposals included converting current Premium Listing Principles 3 and 4 to specific requirements in rules applicable to issuers with equity shares listed in the commercial companies and closed-ended investment funds categories. 12.5 We also proposed additional guidance to support Listing Principles 1 and 2, to clarify the role that the board of directors should play in relation to ensuring a listed company meets its regulatory obligations. 12.6 Finally, we proposed to require, as part of the application process, that an applicant’s board provide confirmation that the applicant has appropriate systems and controls in place to ensure it can comply with its ongoing listing obligations and Listing Principles once admitted. A draft board confirmation form (entitled the ‘Procedures, Systems and Controls Confirmation form’) was published in PMB 48 for this purpose. We proposed that submission of the form would be a point in time confirmation. However, the obligation to comply with relevant continuing obligations, including the Listing Principles, would be ongoing. We also said that we may choose not to admit securities if an issuer was unable to provide the completed board confirmation form or where, in response to queries that we may raise in relation to it, we have concerns that the applicant has not satisfactorily demonstrated its readiness to comply with our rules. Summary of feedback and our response 12.7 In 35 to 38 and 40 of CP23/31 we asked:

120 Question 35: Do you agree that the current Premium Listing Principles 3 and 4 should be reframed as rules for the commercial companies category and the closed-ended investment funds category? If not, explain why. Question 36: Do you agree with our proposed single set of Listing Principles and supporting guidance, which would be applicable to all listing categories? If not, please explain why. Question 37: In relation to the proposed Listing Principles 5 and 6, are there any practical implications for issuers of debt securities that need to be considered? Question 38: Do you agree with our proposed guidance to support the Listing Principles, regarding the importance of the role of directors and on the arrangements for accessibility of information? If not, please explain what you disagree with and why. Question 40: Do you agree with our proposal to issue guidance to support Listing Principle 1, to clarify that adequate procedures, systems and controls includes the applicant or issuer being able to explain where information is held and how it can be accessed (regardless of whether the information is held in the UK or elsewhere), and that information should be easily accessible from the UK? If not, please explain why? 12.8 With regard to our proposals to reframe Premium Listing Principles 3 and 4, we received over a dozen responses to this question, all of which were supportive. 12.9 We received around 20 responses to our proposed new single set of Listing Principles, guidance and related proposals, including from law firms, trade associations, consultancy firms and issuers. The majority of these respondents were in agreement with our proposals. 12.10 A quarter of these thought the increased focus on directors in the proposed guidance and the proposed board confirmation form could deter directors, including non￾executive directors, from taking up these roles due to a perceived increase in director liability. We discuss this further below. 12.11 A similar number requested more guidance on the role and expectations of directors, or clarification of the FCA’s expectations for compliance with Listing Principles 1 and 2 in practice. This included seeking clarification of what ‘reasonable steps’ means in the proposed new guidance, and the degree of granularity that maybe required when explaining to the FCA where different types of information is held and how it can be accessed. Some respondents noted that information will not always be held in written or electronic form.

121 12.12 A small number also provided drafting suggestions so that the proposed new rules and guidance more closely mirrored the wording of the Listing Principles. 12.13 A couple also suggested requiring disclosure of the completed board confirmation form to investors or building it into the prospectus disclosure requirements. 12.14 One respondent suggested that we include specific reference to the establishment of procedures which provide a reasonable basis for the issuer to make proper judgements on an ongoing basis as to the financial position and prospects of the applicant and, where applicable, its group, to align with the sponsor declaration wording. 12.15 One respondent queried the intention of applying the single set of Listing Principles to the transition category, given it is an increase in obligations and does not maintain the status quo for existing standard listed issuers. Our response: Having considered the feedback received, we have proceeded to make the rules as consulted on with only minor amendments, as explained further below. Reflecting current Premium Listing Principles 3 and 4 in the UKLR as rules We have proceeded as consulted to reflect Premium Listing Principle 3 as a rule for commercial companies in UKLR 5.4 to require that an applicant must have in place a constitution which ensures that all equity shares in a class that has been admitted to the equity shares (commercial companies) category carry an equal number of votes on any shareholder vote. A corresponding continuing obligation can be found in UKLR 6.2. Similarly, to reflect Premium Listing Principle 4, we have confirmed as a rule in UKLR 5.4 that where the applicant has more than one class of equity shares admitted to the commercial companies category, the aggregate voting rights of the equity shares in each class should be broadly proportionate to the relative interests of those classes in the equity of the listed company. This is accompanied by guidance on factors that the FCA will have regard to in assessing whether the voting rights are proportionate for this purpose. Corresponding continuing obligations are in UKLR 6.2. We have applied a similar approach for closed-ended investment funds, with UKLR 11 cross-referring to the relevant provisions in UKLR 5.4 and UKLR 6.2. Listing Principles and guidance We have proceeded to finalise the UKLR Listing Principles and related guidance as consulted on with some minor changes to improve the consistency of language used. In particular, we have adjusted the guidance supporting Listing Principle 1 regarding the roles of directors to more closely mirror the language of the Listing Principle.

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Our response to other points raised We note the concerns raised about additional focus on directors and the perceived increase in liability that may result, and the concern that we are requiring something different of directors and boards of issuers in terms of their roles and responsibilities. The additional guidance provided in relation to Listing Principle 1 is not intended to alter the roles or responsibilities of directors or boards or to indicate a shift in our supervisory or enforcement approach. The new guidance supporting the Listing Principles is intended to assist listed companies and their boards comply with the Listing Principles. We acknowledge the requests that have been made in the feedback to CP23/31 for more guidance, particularly of a practical nature. In order not to delay finalising the wider package of reforms, we have not sought to address this at this stage. However, we will consider further, post implementation, whether it may be beneficial to provide additional clarification and if so in what form. We have noted where respondents have suggested additional content for inclusion on the Listing Principles supporting guidance or additional disclosure requirements relating to the board confirmation form but, again, have not sought to address these at this stage. We acknowledge that some of these changes impose additional requirements on existing issuers in standard listing. However, Listing Principles 1 and 2 already apply to all listed companies, and feedback has not suggested that the remaining principles would be unduly burdensome on standard listed issuers. Our tailored rules for the transition category do otherwise maintain the status quo for such issuers. Board confirmation 12.16 In question 39 of CP23/31 we asked: Question 39: Do you agree with our proposed board confirmation that the applicant has appropriate systems and controls in place to ensure it can comply with its ongoing listing obligations and Listing Principles once admitted? If not, please explain what you disagree with and why. 12.17 Just under half of the 20 respondents to this question and the questions discussed at paragraph 12.7 above, raised concerns about the role of directors in relation to Listing Principles and the proposed board confirmation form. Comments included: • The declaration should be provided by the applicant rather than the board, given the Listing Principles apply to issuers. • The declaration would be overly burdensome if it required an issuer to submit it each time it admits securities to the list ie, subsequent to an initial admission to listing.

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• The requirement for an applicant to provide confirmation for the board goes beyond what is required in Listing Principle 1, and also beyond the sponsor obligation, as it is not based on taking ‘reasonable steps’. Whereas Listing Principle 1 and the sponsor obligation require taking ‘reasonable steps’ or to come to a ‘reasonable opinion’ respectively. • It would require boards that provide strategic leadership and high-level oversight to carry out closer supervisory-type activities, which are typically delegated. • Directors could be exposed to legal liability, for example, by unintentionally giving an inaccurate declaration. Some viewed that if the board believes that the applicant’s procedures, systems and controls are adequate at admission, but in fact they are not, the FCA could potentially bring a civil claim against the directors. • It is unclear how an applicant is expected to demonstrate its readiness to comply with its obligations, over and above the board confirmation and any sponsor declaration required. • The board confirmation may put the UK at a disadvantage compared to other jurisdictions. 12.18 Feedback to the draft board confirmation form published in PMB 48 from c.6 respondents repeated some of the above points, but also included the following: • Queries about the scope of application of the form, for example, to issuers transferring listing category or for different security types such as debt. • Observations that the form asks for confirmation in relation to the proposed guidance provisions supporting Listing Principles 1 and 2, yet guidance is not binding and need not be followed to achieve compliance. • That the form is broader than the requirement in UKLR 20.3.1R for an applicant to provide the board confirmation, in that it is not limited to Listing Principle 1, and also covers Listing Principles 2 and 3. • The FCA should consider if updates to the Decision Procedure and Penalties Manual are required. • Some drafting suggestions were also put forward. Our response: We have proceeded to finalise this requirement and the related form, but with modifications to address some of the feedback received. We have finalised the requirement for applicants to provide a completed confirmation form from the board, modified to more closely reflect the wording of Listing Principle 1 ie, to confirm that the applicant has taken reasonable steps to establish adequate procedures, systems and controls. While the form is required to be signed by a duly authorised member of the applicant’s board, the form has been modified to reflect that the obligations referred to in it are those of the applicant. We have also adjusted the final wording of the requirement to provide the confirmation to clarify that the completed confirmation needs to be provided by an applicant that is making an application for admission of securities for the first time. It is not required on subsequent applications for admission of securities of the same class as securities already listed

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or in the case of a subsequent application for admission of a new class of security. It is intended to be for new issuers only, rather than those with existing listed securities. Therefore, it does not apply to existing issuers, or to issuers that may transfer to a new category. We have made changes to the form, in response to feedback received, to ensure that the scope and application of the form is clear, to more clearly reflect the confirmation required in UKLR 20.3.1R, and position the wording of the form closer to the text of Listing Principle 1 and related guidance. We have also made consequential changes to reflect the modified text discussed above, as set out in our response box below paragraph 12.15. While we have retained this as a board (rather than an applicant) confirmation, we consider that the changes we have made, alongside our wider responses in this section, should address most of the concerns expressed in feedback. Please see Appendix 3 for the final form, which will be available on our website from the in-force date of the new rules, so 29 July 2024. Contact details for key persons and for service of documents Our proposals 12.19 In CP23/31 we proposed that all applicants and issuers must notify us of contact details of key senior individuals within the issuer, and to keep that information up to date. The purpose of the proposed requirement was to ensure that we can contact a senior person should we need to do so regarding matters of importance, or where we require an urgent response. Based on feedback to CP23/10, we proposed that applicants and issuers provide us with details of at least 2 executive directors or the equivalent. 12.20 We also clarified that the proposed key persons contact details would be required in addition the contact details required for some issuers currently (under LR 9.2.11R and LR 14.3.8R) which we proposed to be carried forward for equity shares categories and the non-equity and non-voting equity shares category. These existing provisions serve a different purpose, as they require contact details of appropriate persons that can act as a first point of contact for the FCA. We proposed a minor change to the rules to ensure these requirements were also applicable to applicants. 12.21 We also proposed a requirement for all applicants and issuers to provide contact details of a nominated person for the purposes of receiving service of relevant documents. Summary of feedback and our response 12.22 In questions 41 to 42 of CP23/31 we asked:

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Question 41: Do you agree with our detailed proposals for all applicants and issuers to notify the FCA, and keep up to date, the contact details of 2 executive directors? If not, please explain what you disagree with and why. Question 42: Do you agree with our detailed proposals for all applicants and issuers to provide the FCA, and to keep up to date, a nominated contact and address for service of relevant documents? If not, please explain what you disagree with and why. 12.23 Around 15 respondents commented on the key person contact proposals. All broadly agreed with the provisions, but some asked for additional clarification. Some respondents thought that limiting the proposals to 2 executive directors or equivalent would be too restrictive, and more flexibility may be needed. Other comments included requests for clarification regarding the scope and application of the various types of existing and proposed contact detail requirements to different issuer types, what we meant by executive director ‘or equivalent’, and what should an issuer do if they only have 1 executive director. 12.24 It was also noted in feedback that closed-ended investment funds, and possibly smaller SPACs, may only have non-executive directors, and open-ended investment companies may only have one director which is an authorised corporate director rather than an individual. In particular, it was suggested that the inclusion of the company secretary in the case of investment funds would be helpful. Our response: We have proceeded to make final rules in relation to contact details as consulted on, with additional clarification to respond to feedback. On the subject of key persons contact details, our intention is to have 2 contact details of senior management that would be able to act and assist the FCA in the event we needed to contact the issuer on an urgent matter. We have maintained our position as set out in CP23/31, in response to CP23/10 feedback, and have avoided specifying specific roles for certain issuer types, as we want the decision to sit with each individual issuer. However, we have modified the final rule so that it requires the contact details of at least 2 executive directors or, if an issuer does not have those, at least 2 directors. The final rule also states that where an issuer only has 1 executive director or has only 1 director, then they need only provide the contact details of that person. We have also clarified that the key persons contacts will be expected to be key persons who are able to assist the FCA regarding matters that require an urgent response. We would also clarify that we are not seeking to prescribe or infer a specific role or responsibilities on to the individuals nominated as a key person contact.

126 We will collect 3 types of contact details under the final rules: • first point of contact details for certain applicants and issuers which we have carried over from the LRs • key persons contact details, which all applicants and issuers will be required to provide, and • a nominated person for service of notices (for receiving service of relevant documents), which all applicants and issuers will be required to provide We have updated UKLR 20 reflect that applications for debt and other securities also need to submit key persons contact details and details of a nominated person for service of notices, as well as applications for equity shares, for completeness. The updated contact details form is included in Appendix 3, which will be available on our website from 29 July 2024.

127 Chapter 13 Suspensions, cancellations and transfers 13.1 In this Chapter we describe the feedback we received on our proposed changes to current LR 5, which includes rules and guidance on suspending, cancelling, and restoring listing and transfers, for all securities, presented in Chapter 15 of CP23/31. 13.2 Our final rules are in UKLR 21 in Appendix 1. Our proposals 13.3 In summary, we proposed to: • Largely carry over the suspension, cancellation and transfer provisions in the current Listing Rules, with some provisions relocated to the relevant tailored listing category chapters. • Make changes to language currently in LR 5.6.19G regarding our approach to cancellation of listing, to make it clearer that when an issuer completes a reverse takeover or initial transaction, the FCA will seek to cancel the listing of an issuer’s equity shares or certificates representing equity securities, unless the FCA is satisfied that circumstances exist such that cancellation is not required. • Introduce a new requirement for all issuers to contact the FCA immediately prior to any of its securities having been suspended for more than 6 months to discuss whether a cancellation of listing is appropriate or whether the securities can remain suspended for a further period to be agreed with the FCA. • Retain the current approach to transfers between listing categories set out in LR 5.4A, except for modified transfers (see Chapter 14). We have also updated the transfer provisions to reflect the proposed new listing categories. Summary of feedback and our response 13.4 In question 43 of CP23/31 we asked: Question 43: Do you agree with the proposed approach for the permitted transfers between the new UKLR categories? If not, please explain why. 13.5 We received 10 responses to this question, and there was general support for our proposals.

128 Our response: We have proceeded to finalise the approach as proposed in CP23/31 for transfers, cancellations and suspensions, which as noted above can be found in UKLR 21.

129 Chapter 14 Implementation and transition arrangements 14.1 In this Chapter we describe the feedback we received on our proposals presented in Chapter 16 of CP23/31 on our approach to implementation and transition, and our response. While our proposals for a new transition category also form an important part in our transitional approach, the feedback to those proposals and our final response are covered in Chapter 11 of this Policy Statement. 14.2 Our final transitional provisions are in Appendix 1. Proposed 2-week implementation period and approach for in￾flight listing applications and transfers 14.3 We said our intention was to publish our final rules in summer 2024, with a proposed period of 2 weeks before the rules come into force, to allow premium listed issuers to benefit quickly from the changes the reforms would bring. All new listing submissions for eligibility review received on or after the implementation date would be required to be submitted in accordance with the new UKLR process and requirements. 14.4 We proposed to define an ‘in-flight’ listing application as a complete submission for an eligibility review received by 4:00pm on the date the Policy Statement is published. In￾flight applications would be treated, at the point the UKLR comes into force, as being an application for the corresponding new UKLR listing category as shown in Table 7 of CP23/31. PMB 48 subsequently provided information on the timing and notification to issuers of their expected new listing category. 14.5 We also proposed in-flight applications that correspond to either the transition category, the shell companies category or the secondary listings category have 1 year to complete the admission process from the date of implementation of the UKLR, after which time the application would lapse. We said we intended to treat any in-flight transfers between categories in the same way as in-flight applications. 14.6 All existing issuers and in-flight applicants would have 6 months to prepare and put in place appropriate systems and controls to comply with the proposals impacting all issuers (discussed in Chapter 12). Summary of feedback and our response 14.7 In questions 44, 46 (see also paragraph 14.21), 47, 49 and 50 of CP23/31 we asked: Question 44: Do you agree with our proposed approach for dealing with in￾flight transfers between listing categories at the time the UKLR is implemented? If not, please explain why.

130 Question 46: Do you agree with our proposed transitional arrangements and specific transitional provisions for ‘mapped’ existing issuers and conversion of ‘in-flight’ applications at the time the UKLR is implemented? If not, please explain why. Question 47: Do you agree with our proposed transitional provisions to allow existing issuers and ‘in-flight’ applicants sufficient time to prepare for implementation of the proposed provisions that would impact all issuers? Question 49: Is the proposed period of 2 weeks between publication of the final UKLR instrument and those UKLR coming into force reasonable, assuming we proceed broadly as proposed? Question 50: Are there wider practical issues or impacts for market participants from the proposed implementation timing that we should consider? 14.8 Approximately 20 respondents provided comments on the transitional provisions, including law firms, trade associations, consultancy firms, exchanges and issuers. Around half of these expressed broad agreement with the proposed transitional arrangements overall. However, there were also concerns expressed in certain areas. There were also strong calls from investor groups and other buyside stakeholders to generally pause our proposals where they strongly objected to them, as discussed earlier in this policy statement. 14.9 Over half were concerned that a 2-week gap between the Policy Statement and the final rules coming into force would not be sufficient time to allow the market to get ready. Advisors on our listing requirements were particularly concerned about having sufficient time to adapt and advise their clients, especially those clients who were in the middle of a transaction such as a significant transaction. Alternative time periods suggested were between 4 to 8 weeks, with one suggesting 3 months. 14.10 A small number also queried how a 2-week implementation gap would work in practice if the rules as consulted on changed. 14.11 In relation to in-flight applicants, around half a dozen were concerned about the proposal to have a 4pm cut off on the day of the Policy Statement and argued for more notice to help applicants make plans. Given the date of publication of the Policy Statement would not be known in advance, there was concern that about the uncertainty this could cause for some prospective issuers. 14.12 Alternative approaches suggested included pushing back the cut off period by a short period (eg, 48 hours after publication of the Policy Statement), making the publication date of the Policy Statement known in advance, or having a longer gap between publication and implementation of the final rules.

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14.13 A couple of respondents raised points about the 6-month transitional period to adjust to the proposed new rules that would apply to all issuers, asking if there would be scope for some flexibility if an issuer was working toward compliance. Another felt smaller issuers would need 3 years. 14.14 We received a small number of responses to question 50, most of which re-iterated concerns about the 2-week period ahead of implementation being insufficient time to allow market participants to prepare. Some also queried the impact on index providers. Our response: We have considered the feedback received and have proceeded to finalise the implementation arrangements in line with the timeframes and approach consulted on in CP23/31. We understand the concerns raised. However, given the final rules largely reflect the proposals as consulted on and the transitional provisions are in place, which allow time for issuers to adjust their systems and controls as needed where new requirements are being imposed, on balance we consider it appropriate to proceed as planned. This will enable the benefits of the reforms to be realised as soon as possible. In summary: • Our final rules come into to force on 29 July 2024. • In-flight applications are completed submissions to the FCA for an eligibility review by an applicant for admission of securities received by 4:00 pm on the date on which the UK Listing Rules Instrument is published (ie as part of this Policy Statement in Appendix 1), where the securities have not been admitted to listing prior to 29 July 2024. • Incomplete submissions by 4:00 pm on the date on which the UK Listing Rules Instrument is published will not be treated as in-flight applications and will either be considered under eligibility requirements for a new UKLR category (excluding the transition category) or lapse. • Any new submissions after 4:00 pm on the date on which the UK Listing Rules Instrument is published will need to be submitted according to the proposed new UKLR requirements. • In-flight applications to standard listing that correspond to either the transition category, the shell companies category or the secondary listings category will have a period of 1 year from 29 July 2024 to complete the admission process, after which time the application would lapse. The application would also lapse if there were a material change to the applicant’s overall business proposition during the transitional period. • All existing issuers and in-flight applicants will have 6 months to put in place appropriate systems and controls to comply with the changes confirmed in Chapter 12 that impact all issuers. As explained in Chapter 1, the new and amended forms, checklists, and sponsor declarations will be available on our website from 29 July to align with the new UKLRs. However, during the 2-week period between

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publication of this Policy Statement and the UKLRs coming into force, submissions will still be permitted. To support issuers and the advisory community, we will seek to engage with key advisors (particularly law firms and sponsors) on our listing requirements to explain our new rules. This is intended to help them get up to speed quickly and advise their clients. Please see our separate response below paragraph 14.27 for our response in relation to mid-flight transactions. Post implementation transfer of issuers from the transition or secondary listing categories 14.15 We proposed that post implementation, certain existing issuers and in-flight applicants that later transfer to the commercial companies category would be able to do so using a modified transfer process. The modified process would include an eligibility assessment focused on additional requirements only ie, they would not be reassessed against any eligibility criteria that may apply that they had previously demonstrated that they had met at the original point of admission to listing. The modified process would require the appointment of a sponsor to undertake a targeted sponsor service, given the focus on additional obligations only. However, a sponsor would have an obligation to confirm that it has not identified any adverse information that would lead it to conclude the issuer would not be able comply with the commercial companies category listing requirements. 14.16 If an issuer mapped to the transition category becomes eligible to transfer to either the shell company category or the secondary listing category that issuer could, if it wished, apply to transfer to either of those categories and the modified transfer process would also be applied if the issuer meets the criteria. Summary of feedback and our response 14.17 In question 45 of CP23/31 we asked: Question 45: Do you agreed with our proposed modified transfer process for standard listed issuers automatically transferred into the transition category or secondary listing category that may wish to transfer to the commercial companies category (or the shell companies category or the secondary listing category) post implementation? 14.18 There was broad support among respondents for this approach, but a couple did raise queries. One respondent asked for clarity regarding the treatment of the minimum market capitalisation eligibility criterion. Another said more guidance was needed regarding the obligation on sponsors to confirm if they had identified adverse information as part of the modified transfer process.

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Our response: Given the broad support for our proposed modified transfer process we have proceeded to finalise the approach as consulted on in Chapter 16 of CP23/31. Since the minimum market capitalisation requirement is an existing eligibility criterion applicable to all issuers, it would not be re-assessed as part of the modified transfer process. This applies even if an issuer had securities admitted to listing before the increase in the minimum market capitalisation requirement in December 2021. We also consulted on a Technical Note: Sponsor’s confirmation in relation to modified transfer of listing category, in PMB 48. This included an explanation of our expectations of sponsors in relation to the obligation to provide the confirmation that no adverse information has been identified. Importantly, we said that we expect the sponsor to consider its obligation within the context of the targeted work undertaken as part of the modified transfer process and that we would not expect a sponsor to undertake a broader assessment of the issuer’s procedures, systems or controls. Instead, the sponsor may make a rebuttable presumption that an issuer that has already been subject to and complying with relevant UKLR (and previously LR), DTR and MAR obligations by virtue of its existing listing, and has appropriate systems and controls in place, unless information arises during the course of its work to indicate otherwise. The basis of the confirmation is therefore that no evidence to the contrary has been identified in the course of the sponsor’s work. The Technical Note will be finalised in due course. Transitional provisions for specific listing categories 14.19 We proposed that existing issuers and in-flight applications mapped to the shell companies category would have a transitional period of 3 years to allow time for them to either complete their operations or make the necessary changes to comply with the proposed additional requirements. 14.20 In addition, in the second tranche of our draft rules published in March, we proposed 2 further category specific transitional provisions, designed to maintain the status quo and disapply certain new criteria for existing issuers and in-flight applications mapped to the relevant category below that could not be addressed retrospectively: • Secondary listing category: we proposed to disapply the requirement regarding the location of central management and control and sub-paragraphs (1) and (2) of the definition of a qualifying home listing for existing issuers and in-flight applicants. • Certificates representing certain securities (depositary receipts): for existing issuers, we proposed to disapply the requirement for the underlying shares that the certificates represent to be listed on an overseas regulated, regularly operating, recognised open market.

134 Summary of feedback and our response 14.21 In question 46 of CP23/31 we asked: Question 46: Do you agree with our proposed transitional arrangements and specific transitional provisions for ‘mapped’ existing issuers and conversion of ‘in-flight’ applications at the time the UKLR is implemented? If not, please explain why. 14.22 Aside from feedback already summarised above (from paragraph 14.7), a few respondents suggested a longer transition period, such as 5 years, would be needed to allow shells to adjust to the new requirement. Our response: We have proceeded to make the category-specific transitional provisions as consulted on, with the exception of those relating to the shell companies category, where we have made changes to reflect the changes in the final policy position of that category. The final rules for the shell companies category mean that there is less need for detailed transitional provisions, as more of the status quo is being maintained. Where a transitional period is needed, the intention is to provide existing issuers and in-flight applicants with sufficient time to adjust. Therefore, we have updated the transitional provisions relating to existing issuers and in-flight applicants for listing in the shell companies category to allow an overall period of 6.5 years from the date of implementation of the final rules during which they must complete an initial transaction. This consists of a change to the proposed 3-year transition period for the shell companies category to a 1-year period, to enable existing issuers and in-flight applicant 1-year to complete their operations from the date of implementation, 29 July 2024. If by the end of that period (ie, 29 July 2025) they have not completed an initial transaction, the UKLR 13 rules will apply, which require completion of operations within 24 months, extendable with shareholder permission for a further 3 years (consisting of 3 x 12-month periods, with shareholder approval to extend for each 12-month period). A 6-month extension is also permitted in certain limited circumstances without the need for a shareholder vote, to allow for a transaction to be completed. We consider this should provide sufficient time and in practice provides an additional year as compared to our proposals in CP23/31. During the 1-year transitional period discussed above, existing issuers or in-flight applicants that meet the current LR 5.6.18AG conditions under the LR sourcebook (in order to avoid the presumption of suspension) and satisfy the existing LR 5.6.18CR, LR 5.6.18DR, LR 5.6.18ER and LR 5.6.18FR during the time required under the LR sourcebook, the FCA will generally be satisfied that the shell company has sufficient measures in place to protect investors and so that the smooth operation of the market is not temporarily jeopardised such that a suspension is not

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required under UKLR 13.4 and the relevant confirmation under UKLR 13.4 will not be required. The policy intent is that those issuers or in￾flight applicants that have already made arrangements to comply with the transaction time periods under the current LR 5.6.18AG and have agreed specific transaction time periods with their investors, cannot use the transitional provision to extend what they have agreed with investors under the current rules and guidance. The 1-year transition period means that existing issuers and in-flight applicants will become subject to the sponsor regime after 1 year, and not 3 years as consulted on. However, the circumstances when a sponsor will need to be appointed are less than originally proposed, given the final tailored rules for this category largely maintain the status quo for shell companies, as explained in Chapter 11. Issuers in the shell companies category relying on the transitional period would be identifiable by a list on the FCA website. Impacts on ‘mid-flight’ transactions undertaken by existing premium listed issuers and related sponsor role, and approach to transitional provisions 14.23 We proposed to apply the new UKLR transaction requirements (replacing premium listing requirements) and rules for related sponsor services with immediate effect on the implementation day when the new UKLR come into force. 14.24 We explained how this would impact a transaction that was already underway (having been commenced while the issuer was premium listed) and the related sponsor service (where the sponsor had been appointed under premium listing requirements). Essentially that we would not continue to apply premium listing requirements to the transaction, including in relation to the sponsor service, where they had not been carried forward into UKLR. 14.25 We also published our transitional provisions for mid-flight transactions in TP 6 set out in our tranche 2 instrument. These were intended to assist issuers by clarifying how to apply the new rules to transactions commenced when the issuer was subject to the premium listing rules, explain how to approach the aggregation requirements in relation to earlier transactions, bridge possible information gaps, remove unintended consequences, and be proportionate. Summary of responses and our feedback 14.26 In Q48, CP23/31 we asked: Question 48: Do you agree with these impacts at implementation day and our approach to transitional arrangements for post IPO mid￾flight transactions (when commenced I premium listing) and related sponsor services?

136 14.27 Given the technical nature of this area, the responses came as expected from the advisory community. They were supportive. However, as noted above, there were concerns about the proposed 2-week implementation period in this context and we plan to engage with them to support their understanding of the changes. Our response: We have finalised TP 6 broadly as consulted. We have made some consequential changes to the notification requirements for a significant transaction. Firstly, we have amended to reflect the broader changes to the enhanced disclosures requirements in UKLR 7. Secondly, we permit an issuer to make a ‘top up’ notification in circumstances where it has previously notified a class 1 transaction under premium listing requirements but not sent an FCA-approved class 1 circular before implementation date.

137 Chapter 15 Role of sponsors in the new UK Listing regime 15.1 In this Chapter we describe the feedback we received on our proposals on the role of sponsors in the UK Listing regime as presented in Chapter 17 of CP23/31 and our response. Our final rules are in UKLR 24 in Appendix 1. Proposed sponsor role under the proposed reforms 15.2 We explained in CP23/31 that within the context of the wider proposals the role of the sponsor at the listing gateway would remain largely unchanged. Where existing eligibility criteria under the premium listing segment would no longer apply, we explained that a sponsor’s due diligence would not be required to continue to assess against the removed criteria. However, sponsors would need to consider as part of their due diligence the new requirements and systems and controls that issuers would need to have in place to be able to comply with the new proposed obligations that would apply. 15.3 We proposed minor clarifications to the principles for sponsors. This included clarifying that a sponsor must, in relation to a sponsor service, act with honesty and integrity in their relations with the FCA and more broadly in relation to the undertaking of a sponsor service. 15.4 We explained that we would consult on detailed guidance to clarify our supervisory approach and expectations of sponsors through revisions to the Technical Notes, and to continue our engagement with sponsor firms. In this regard, CP23/31 discussed the sponsor declaration, use of third party experts and record keeping specifically. Further to this, we published PMB 48 in April 2024, in which we explained we were considering the feedback we had received more broadly on the sponsor regime, in our consultations and ongoing engagement, and consulted on changes to proposed guidance in our Knowledge Base in relation to the listing regime, including in relation to sponsors. Summary of feedback and our response 15.5 In questions 51, 53, and 54 of CP23/31, we asked: Question 51: Do you agree with our proposed approach and clarification around sponsors’ role at the listings gateway for the relevant categories? Question 53: Do you agree with our proposals to clarify the role of sponsors under the UKLR?

138 Question 54: Do you agree with our proposed modifications to the principles for sponsors? If not, please explain why. 15.6 In general, we received c.20 responses to our questions on the role of sponsors in the proposed reforms, from a range of trade associations, law firms, consultancy firms, sponsors and exchanges. Most were in broad agreement with our proposals, but around half raised specific comments or concerns. 15.7 A small number felt the sponsor regime could impact the competitiveness of the UK compared to other jurisdictions which do not have a sponsor regime or equivalent. As noted in Chapter 13, there was also a small number that objected to the application of the sponsor regime to the shell companies category on proportionality grounds. 15.8 Some made comments that mirrored previous feedback to CP23/10, noting that there is a degree of overlap between the work required to fulfil a sponsor service and investment banking services more generally. This caused them to question the benefits of the sponsor regime. 15.9 Around 6 specifically welcomed the intention to provide more guidance for sponsors. This included in relation to record keeping and the FCA’s expectations of sponsor due diligence of an applicant’s systems and controls which was seen by a couple of respondents as an extension to a sponsor’s current role. 15.10 There was interest to see the updated sponsor declarations in advance of implementation of the proposed reforms. 15.11 With regard to the proposed modifications to the principles for sponsors, while there was broad support for a standalone principle to act with honesty and integrity, one respondent said that some of its members thought this approach might risk creating additional complexity given the overriding duty owed by a sponsor to the FCA. 15.12 We have also received feedback to the sponsor related Technical Notes that were consulted on as part of PMB 48. Our response: We continue to value the important role of sponsors, as previously set out in CP23/31, CP23/10 and, before that, DP22/2. Therefore, we have proceeded to finalise the rules as consulted on in relation to the application of the sponsor regime to the following categories: • Commercial companies category • Closed-ended investment funds category • Shell companies category Some changes have been made to the proposed rules regarding the circumstances that would require a sponsor to be appointed once admitted to listing. These are consequential in nature and reflect the final rules for each of the above listing categories. These details are discussed

139 in the chapters dealing with these categories. We have also made minor changes to the draft rules, to simplify drafting in places. We have also made a change to the existing guidance in relation to record keeping to seek to ensure a proportionate approach is taken. We have acknowledged in the guidance that records should be sufficient to enable a person with general knowledge of the sponsor regime and basic understanding of a transactions to which a sponsor service relates to understand and verify the basis on which material judgements have been made. This reflects feedback received to our consultations, including to PMB 48, and from our wider engagement with sponsors. The related Technical Note on sponsor record keeping, which includes a practical Q&A section, is being consulted on in PMB 50. In addition, PMB 50 also consults on updated Technical Notes in relation to supervisory reviews of sponsor firms and the FCA’s expectations of a sponsor in relation to specialist due diligence. We have published draft sponsor declaration forms in Appendix 3 of this Policy Statement. The main changes are to address the changes made to the related UKLR provisions. We have also addressed feedback received during our engagement with sponsors, that some sponsor employees feel uncomfortable signing declarations on behalf of the sponsor. We have addressed this by amending the declarations so that they are signed by the sponsor firm. These forms will be available on our website from 29 July 2024, when the final rules come into force. We have also made consequential changes to the final UKLR Chapter 24, to reflect the final changes made to LR 8 regarding sponsor competence requirements, which came into effect from 26 April 2024 via Handbook Notice 118. At the same time, we confirmed the final technical note changes in relation to sponsor competence rules in LR8 via Primary Market Bulletin 48. Sponsor role post IPO – commercial companies category 15.13 As discussed in CP23/31 (and elsewhere in this policy statement) we proposed a narrower set of circumstances, compared with premium listing, where it would be mandatory for an issuer to appoint a sponsor. We explained however that we saw sponsors continuing to play an important role. 15.14 We noted that where the FCA is required to grant a listing application for a further issue of shares in the commercial companies category, or approve a circular or prospectus, we intended to continue to seek the range of sponsor confirmations that we currently require in premium listing, and for certain other matters connected with a reverse takeover. In the existing LRs, the sponsor declarations reflect matters set out in LR 8.4. The corresponding provisions (to the extent we proposed to carry them over into UKLR)

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were set out in draft UKLR 24.3 (Role of a sponsor: transactions) included in Appendix 2 of CP23/31 and the full draft rules subsequently published in March 2024. 15.15 For this purpose, we would amend our existing ‘sponsor declarations’ and other forms (available on our website) to remain aligned with the final requirements of the UKLR. 15.16 We also noted that we would be interested in any further views from stakeholders and whether and how our approach to sponsors could be more proportionate in the commercial companies category. Summary of feedback and our response 15.17 In question 52 of CP23/31, we asked: Question 52: Do you agree with our approach to the retained sponsor confirmations to the FCA on post-IPO transactions? If not, please explain your preferred alternative approach and the reasons for it. 15.18 We received 10 responses from a range of advisors to listed companies and their trade bodies, panels advising the FCA, two trade bodies advising investors and an exchange. Eight of the respondents agreed (although 4 from the advisory community caveated their responses pending sight and review of the form of the confirmations). 15.19 A trade body representing investors disagreed because it did not support our approach to the sponsor role more broadly on significant transactions and related party transactions (which we discuss in Chapters 5 and 7 above). A reporting accountant also supported the retention of the sponsor role but not the requirements to provide the confirmations. Our response: We have finalised the range of sponsor confirmations in line with the approach we consulted on. That is the same as premium listing in so far as the range of matters on which we seek sponsor confirmations (set out in the sponsor declarations) correspond with the obligations on sponsors set out in our rules. These are set out in UKLR 24.3. The corresponding declarations will be available on our website for use from implementation day and for reference we have included them in Appendix 3 of this policy statement.

141 Chapter 16 Consequential Handbook changes 16.1 In this Chapter we provide an update on our proposals presented in Chapter 19 of CP23/31 on the consequential Handbook changes needed as a result of our proposed reforms. Consequential changes to other sourcebooks Our proposals 16.2 In summary, we proposed changes to the following modules of the Handbook where certain references or phrases relating to the listing rules would change if our proposals were implemented: • Fees Manual • Decision Procedure and Penalties Manual • Disclosure Guidance and Transparency Rules • Code of Conduct • Statements of Principle and Code of Practice for Approved Persons • Conduct of Business • Environmental, Social and Governance • The Enforcement Guide • Glossary of definitions Summary of feedback and our response 16.3 We did not receive any comments in relation to these proposals. Our response: We have proceeded to make the changes broadly as consulted on, subject to some minor clarifications and adjustments which reflect substantive changes to the final UK Listing Rules.

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                Chapter 17 Cost benefit analysis 17.1 In CP 23/31, we set out our cost benefit analysis (CBA) of our consultation proposals. This Chapter summarises the CBA in Annex 2 of CP 23/31, the feedback we received on this CBA and how we have considered it in our CBA. Summary of the CBA 17.2 In our CBA, we identified regulatory failures were creating harm issuers and investors in companies through unnecessary costs for issuers and barriers to listing and capital raising. This is in the context of evidence of a continued decline in UK listings, as described on pages 147 to 150 of the CBA. We consider that these excess costs and other burdens imposed by our regulation are acting against companies listing (or remaining listed). For example, additional costs for issuers to raise capital, higher regulatory costs for issuers than our proposed regulation, or a reduced number of issuers for investors to invest in if the existing regulation contributes to a continuing decline in the numbers of IPOs and of companies listed in the UK. 17.3 As described in the causal chains on pages 157 to 159 of our CBA, we expect our proposed reforms to our listing rules would reduce actual or perceived regulatory barriers or costs to companies, while continuing to give investors the information they need to make informed decisions. 17.4 We estimated that the illustrative costs and benefits of our proposals for year 1 could be summarised as in Table 1, based on the average number of firms that would have been affected by each proposal in recent years. Since the number of future transactions in each category is uncertain, these illustrative totals should not be used to extrapolate the quantifiable costs and benefits for future years. Table 5: Illustrative costs and benefits of our proposals in CP 23/31 (£m) Cost/benefit Eligibility Significant transaction Related party transaction Sponsor changes Other CP content  Total One off familiarisation and legal costs   (for all firms)  (1.1) (2.0) (1.9) (1.4) (17.9) (24.3) Total costs   (1.1) (2.0) (1.9) (1.4) (17.9) (24.2) Saved accounting costs on eligibility   2.9 n/a 2.9

143                                       Cost/benefit Eligibility Significant transaction Related party transaction Sponsor changes Other CP content  Total Saved accounting   costs on significant transactions n/a 15 – 30  n/a 15 – 30 Saved costs on related party transactions n/a n/a 2 – 4  n/a n/a 2 – 4  Assumed ‘premium’ for UK listed issuers engaged in mergers (required for breakeven analysis)  n/a 4.39 n/a Total benefits  2.9 19.4. – 34.4.  2.0 – 4.0  n/a n/a 24.3 – 41.3 Total net benefits year 1  1.8  17.4-32.4 0.1-2.1 (1.4) (17.9) 0.0- 17.0 17.5 Aside from these quantifiable costs and benefits, we also recognised there are additional non-quantifiable costs and benefits. A more detailed description of which is given in the summary of costs and benefits section on pages 165 to 168 of the CBA. 17.6 We used a breakeven analysis to assess whether our proposals are likely to be net beneficial. Based on the illustrative estimates for costs and benefits in table 1 above, our proposal implies one-off costs of £24.3m and benefits net of the merger premium of £19.9m (lower bound). Given this, a saved merger premium of only £4.39m would imply that the proposals break even. This figure of £4.39m is significantly lower than the estimated average merger premium of up to £24.1m per transaction. This difference is even more pronounced given that UK-listed firms were involved in c.50 M&A transactions per year between 2018 and H1 2023. 17.7 Our CBA concluded that based on the available information, the quantifiable benefits from our proposals, in particular the advantages in mergers and acquisitions, are likely to outweigh the quantifiable costs in the first year of our proposals. This is because the actual avoided merger premium is much larger than the breakeven figure of £4.39m used above. Further, the familiarisation costs are one-off costs, but the benefits, such as the saved merger premium, will continue to accumulate beyond year 1. Given these ongoing benefits, we consider that the proposals are likely to be net beneficial even when the unquantifiable impacts are taken into account.

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   Developments in the UK listed market since the CBA 17.8 Following publication of CP23/31, the UK listed market has continued to face challenges, with the number of UK-listed issuers declining from around 1,124 in March 2023 to around 1,059 by March 2024 based on data from the official list.1 17.9 We have continued to see a relatively subdued UK IPO market with 3 IPOs on the London Stock Exchange raising £283.8m.2 Feedback to CP 23/31 17.10 We asked the following questions in relation to the CBA in CP 23/31. Question 56: Do you agree with our assumptions and findings as set out in this CBA on the relative costs and benefits of the proposals contained in this consultation paper? Please give your reasons. Question 57: Do you hold any information or data that would allow assessing the costs and benefits considered (or those not considered) here? If so, please provide them to us. Question 58: Do you agree with our conclusion that the proposals don’t significantly reduce the investment in UK listed companies compared to current levels, but might increase investment if a larger number of companies list in the UK? We welcome comment, in particular, if supported with evidence on the likely impact on investment levels. 17.11 We had 8 responses in relation to the CBA of which we summarise the key points from below. Of these, 6 responses from investors challenged the CBA analysis and findings, 1 response from the Investment Association was mixed in its views and 1 response from the Shareholders Society supported the CBA. We summarise the feedback by its theme below and respond to each theme in “Our response” further down. Engagement costs to investors 17.12 Some institutional investors provided estimates of the additional engagement costs which leading investors may bear due to our proposals in relation to shareholder voting (on significant and related party transactions) and dual class share structured companies. They estimated additional due diligence costs for investors of £10k per significant transaction, between £10-24k per related party transaction, and £9k per year in relation to dual class share companies. 1 https://marketsecurities.fca.org.uk/officiallist 2 ttps://www.ey.com/en_uk/news/2024/04/listing-activity-on-london-stock-market-improved-in-q1-20

145 Impact on attractiveness of the UK listing market 17.13 Some institutional investors challenged us on whether the proposals would increase attractiveness of the UK as a listing market, which is the key desired outcome of our reforms. 17.14 Firstly, the high value they place on UK companies is due, in part, because of the high standards of corporate governance in the UK set by regulatory requirements including through listings rules. Actions to dilute these requirements (eg by removing requirements for a shareholder vote on significant and related party transactions) may drive these investors to rebalance their portfolios and reduce the value of their UK investments. 17.15 Secondly, it was argued this could lead to an increased risk in investing in UK companies. Examples in international jurisdictions were cited, including where there had been serious corporate fraud in jurisdictions where companies did not hold a shareholder vote on related party transactions and where investors disinvested from companies in overseas jurisdictions due to corporate governance concerns. Additional evidence on impacts 17.16 Some institutional investors also shared studies considering the effects of dual class share structure companies, and the removal of shareholder votes for related party transactions and significant transactions. Dual class share structures 17.17 We have been pointed to studies on the costs and benefits of dual class share structures on, for example, value premiums fade over time and may turn negative. These studies include the following: • A study by Bebchuk and Kastiel3 that found the benefits of multi-class structures can be expected to decline, and the costs to rise over time. They argue that “controllers have perverse incentives to retain dual class structures even when those structures become inefficient over time”. • A study from the European Corporate Governance Institute4 provides evidence that even at innovative companies where multi-class structures correlate to a value premium at the time of the IPO, that premium dissipates within 6 to 9 years before turning negative. • A study by Baran et al5 that critically assesses how multi class structures correlate with innovation and value creation and finds that there are significant benefits to patent output, quality, creativity, research and development efficiency, and chief executive officer innovative risk taking. However, these benefits dissipate within 10 years after an IPO and at that point the costs of unequal voting structures come to outweigh the benefits. 3 Bebchuk, L.A. and Kastiel, K., 2017. The untenable case for perpetual dual-class stock. Va. L. Rev., 103, p.585.  4 Cremers, M., Lauterbach, B. and Pajuste, A., 2024. The life cycle of dual-class firm valuation. The Review of Corporate Finance Studies, 13(2), pp.459-493.  5 Baran, L., Forst, A. and Tony Via, M., 2023. Dual‐class share structure and innovation. Journal of Financial Research, 46(1), pp.169-202. 

146 • A study supporting a testimony from Robert Jackson Jr6 ., former commissioner at the U.S. Securities and Exchange Commission, calling for minimum listing standards for multi class companies. The study finds that after the first 2 years of their life cycle, dual class stock tends to underperform those firms that contain a sunset provision. • A study from the European Corporate Governance Institute and the Swiss Finance Institute7 on dual class voting that finds that young dual-class companies trade at a premium and operate at least as efficiently as young single-class companies. However, as they mature this premium dissipates and dual class companies become less efficient in their margins, innovation, and labour productivity. 17.18 One respondent also pointed us to an Investor Coalition for Equal Votes report containing case studies of major dual class share companies including Alphabet (Google), Meta (Facebook), Peloton, Snap, and WWE.8 The report argues in favour of shareholder voting rights and describes the benefits of these votes in shaping company decisions and improving company outcomes. DCSSs undermine the ability for shareholders to influence company governance. The value of shareholder votes 17.19 We have also been pointed to further studies on the value in holding shareholder votes, for example, they can improve disclosures, lead to less expropriation, and reduce shareholder losses from acquisitions. These studies include: • A study by Becht et al9 that compares US and UK company acquisitions and argues that if US companies held shareholder votes they would have made smaller losses on such acquisitions. • A study by Do et al10 that finds voting requirements in M&A transactions lead to more and timelier disclosures by companies. 17.20 We have also been pointed to a study by Nan Li11 that presents evidence from Related Party Transactions in India and finds that mandatory shareholder voting mechanisms are effective in reducing expropriation of minority shareholders through related party transactions. 17.21 In relation to reduced investor protections from removing the shareholder vote for related party transactions, institutional investors also shared with us several international case studies.12 In these, related party transactions were used to defraud investors, for example, by not disclosing/ hiding that a transaction was to benefit a related party or hiding bad debts from investors through undisclosed related party transactions. 6 https://www.sec.gov/files/case-against-corporate-royalty-data-appendix.pdf  7 Kim, H. and Michaely, R., 2019. Sticking around too long? Dynamics of the benefits of dual-class voting. Dynamics of the Benefits of Dual-Class Voting (January 2, 2019). European Corporate Governance Institute (ECGI)-Finance Working Paper, (590), pp.19-09.  8 https://cdn-suk-railpencom-live-001.azureedge.net/media/media/55reei4u/icev-report-2023-undermining-the-shareholder-voice.pdf 9 Becht, M., Polo, A. and Rossi, S., 2021. Should shareholders have a say on acquisitions?. Journal of Applied Corporate Finance, 33(1), pp.48-57.  10 o, T., Garcia Osma, B., Toldrà-Simats, A. and Zhu, F., 2023. Shareholder voting and disclosure in M&As. European Corporate Governance Institute– Finance Working Paper, (879). 11 Li, N., 2021. Do majority‐of‐minority shareholder voting rights reduce expropriation? Evidence from related party transactions. Journal of Accounting Research, 59(4), pp.1385-1423.  12 On Enron Corp. (US), Adelpgia Communications Corp. (US), Refco Inc. (US), Hollinger Inc. and Hollinger International (Canada), and Rite Aid Corp. (US). 

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Our response to feedback 17.22 We are grateful for the additional evidence and data provided by investors in relation to our CBA. We consider that this provides useful contextual information in relation to our analysis but that it does not require us to fundamentally change our findings related to the quantifications set out in CP 23/31 and the analysis of impacts on investors set out in paragraphs 101 to 108 of the CBA in CP23/31. 17.23 Below, we set out our responses to specific points raised, followed by our overall conclusions on why we consider the findings in the CBA do not change as a result of this feedback and the final instruments. Engagement costs to investors 17.24 In paragraphs 101 to 108 of the CBA in CP 23/31, we note the potential for additional engagement costs for investors due to removal of a shareholder vote for significant transactions and related party transactions. We are grateful to one investor for providing estimates of these costs and have considered the impact of these costs on our CBA. 17.25 The scale of these additional costs is much lower than the potential benefits for the proposals as assessed in our CBA, which act to lower overall costs of transactions and improve the commercial opportunities of the issuers that these investors are invested in and are part-owners of. Considering the difference in magnitude between the £10k

• £24k additional costs of scrutiny per institutional investor and the benefit per M&A transaction of up to £24.1m, the estimated ‘merger premium’ that could be avoided, would mean that the policy remains net beneficial even with dozens of institutional investors involved in each M&A transaction. Similarly, even if dual class share structures become significantly more common in the future, the estimated additional £9k in annual due diligence cost would not outweigh the benefits estimated in our CBA. 17.26 Additionally, while we will no longer require (under premium listing rules) companies to hold a shareholder vote on significant and related party transactions, issuers can choose to do so if this is the most efficient option for them. 17.27 In relation to related party transactions, we note on page 165 of CP23/31 that there are only on average 2 related party transactions a year where a prospectus is not required. Given that the prospectus would include a working capital statement and other relevant information on the issuers, we consider that this would provide appropriate disclosure to investors. Impact on attractiveness of the UK listing market 17.28 We also note the comments made by investors about the potential effects that our proposals may have on the value they place on UK-listed companies and more broadly on the attractiveness of UK listed markets. 17.29 As set out in the CBA, we believe that our proposed reforms will enable UK listed companies to compete more effectively in the global M&A market. Moreover, when participating in an M&A transaction, UK-listed companies will be able to extract higher

148 value from the transaction as under our proposed reforms the costs will be significantly lower than under the existing regulation. We have also heard from issuers and their advisors that making the proposed reforms in CP 23/31 will improve their ability to raise capital in the market. 17.30 We recognised in our CBA that there may be costs associated with a perception of reduced standards in the UK impacting negatively on the attractiveness of a listing and that we consider it not reasonably practical to measure these potential costs. As discussed in the CBA, we consider it likely that the large savings for issuers will outweigh the potential higher due diligence costs and possibly lower attractiveness of UK stocks for investors. Our proposed reforms are designed to balance attractiveness of the UK for listed and newly listing companies due to proportionate (relatively low-cost) listing rules and the continued attractiveness of UK-listed companies to investors due to the high standards of these listing rules and range of listed firms they can invest in. 17.31 As set out above, there were several unquantifiable benefits and costs of our proposals. However, our breakeven analysis suggests that, on aggregate, even if we could measure these effects, we believe our proposals to be a net beneficial change to the regime. We hold that our proposed reforms should make the UK a more attractive place to list and, if the benefits of the proposals to listed companies are priced into their valuation, may also make UK-listed companies more attractive to invest in. Additional evidence on impacts 17.32 We have considered the findings in the studies which respondents have pointed us to and describe how we consider they impact the CBA below. Dual class share structures 17.33 The studies relating to DCSS provide useful information for potential investors to consider in the pricing of DCSS securities. Our CBA considered the effects of our proposals and did not seek to assess the performance of DCSS companies over time in our CBA. However, we set out our assessment of the evidence base relating to DCSS below. 17.34 We understand that there may be valuation effects related to initial optimism about newer DCSS companies and that there is evidence to suggest that this valuation effect dissipates over time. However, we consider that investors can price in these risks, and that such broader investment appraisal is out of the scope of our CBA. 17.35 We also note that there is some evidence in the studies cited to support our inclusion of a sunset clause for DCSS given the pattern of initial valuation benefits of DCSS that declines over time unless there is a sunset clause provision. 17.36 We note that the results for overseas exchanges might not necessarily apply for UK listed companies which may be active in different sectors and need to comply with different regulation. 17.37 DCSS is an established business structure in the US with longstanding companies such as Ford having this structure. There is a large body of research on DCSS, including

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commonly cited research that finds significant innovation benefits of DCSS. For example, a study by Cao et al13 finds dual-class shares have significant innovation effect in high-tech sectors, hard-to-innovate industries, firms with higher external takeover threat and firms heavily dependent on external equity financing. Similarly, DeAngelo and DeAngelo14 provide evidence of beneficial effects on innovation of dual class share structures, as they support an ‘innovation view’ which emphasises that dual class structures allow companies to focus on long-term strategy, to reduce managerial myopia, and to better resist short-term expectations that often come with being publicly traded. A 2017 NASDAQ report15 also finds that dual class structures allow investors to benefit in the successes of highly innovative firms. The study by Baran et al included above also argues that DCSS companies have significant short-term benefits related to innovation. 17.38 Given this large body of research on the potential benefits of DCSS, we do not consider that these additional studies provide information that leads us to reconsider our conclusions in relation to DCSS. As set out above, we did not seek to assess the performance of DCSS companies over time in our CBA, which considered the effects of our proposals only. The value of shareholder votes 17.39 The study by Becht et al supported provides a transatlantic comparison of returns on acquisitions. The study argues that acquisitions by US listed companies between 1992 and 2010 without shareholder votes had on average lower returns for investors than those acquisitions by UK-listed companies where a shareholder vote was mandated over the same timeframe. 17.40 When estimating the benefits of our proposed change in regulation, we estimated the additional costs for UK-listed companies to participate in M&As under our existing regulation. This study does not address or challenge the assumptions in the CBA on these additional costs and the ‘premium’ for UK-listed companies to participate in M&As or that UK-listed firms potentially lose out on competitive acquisitions due to the premium associated with mandated shareholder votes. 17.41 The study does suggest that there may be benefits to the profitability of a listed company and its share value to holding votes when making an acquisition. Specifically, it suggests that there often is a significant negative cumulative aggregate return to an acquisition announcement in the 3 days following the announcement and that holding shareholder votes reduces this effect. While these findings may follow from the analysis of the study, it is not clear that the results would apply to potential new acquisitions made by UK listed companies under our proposed reforms, specifically for transactions with a relative size of >35% of market capitalisation. Moreover, evidence on the short￾term and long-term benefits of acquisitions is mixed. 13 Cao, X., Leng, T., Goh, J. and Malatesta, P., 2020. The innovation effect of dual-class shares: New evidence from US firms. Economic Modelling, 91, pp.347-357.  14 DeAngelo, H. and DeAngelo, L., 1985. Managerial ownership of voting rights: A study of public corporations with dual classes of common stock. Journal of Financial economics, 14(1), pp.33-6 15 Friedman, A. (2017). The promise of market reform: Reigniting America’s economic engine. Harvard Law School Forum on Corporate Governance. 

150 17.42 Although this evidence may be useful for companies making an M&A decision and for investors in how to value and engage with companies, we do not consider it our remit to suggest to companies the most profitable and shareholder value maximising way of operating. We do not preclude companies from holding shareholder votes if they consider that doing so is likely to lead to better returns or investors from engaging with companies on this issue. 17.43 The study of shareholder voting in India by Nan Li finds that shareholder voting can reduce expropriation in the case of related party transactions. We note the findings of this study, however, we also note that these findings relate to different market conditions. Therefore, we do not see a need to consider potential greater expropriations as additional cost in the CBA. 17.44 We note the international case studies of problems which have emerged historically where companies could make related party transactions without a shareholder vote. We also note that UK-listed companies will continue to be subject to regulatory oversight and disclosure requirements on related party transactions. Specifically, when a related party transaction meets the 5% class test, it will be subject to market notification, sponsor fair and reasonable opinion, and board approval. We consider these proposals offer the right balance to continue to support engagement between the company and its shareholders and to enhance market transparency. Conclusions 17.45 Overall, we appreciate the additional evidence and perspectives provided by investors, which have enriched our understanding and analysis. However, after careful consideration, we maintain that our original findings and conclusions from CP23/31 remain robust. 17.46 We consider the additional costs associated with changes such as the removal of mandatory shareholder votes are outweighed by the broader benefits to transaction efficiency. Similarly, concerns regarding the valuation and attractiveness of UK-listed companies are mitigated by the expected positive impacts of our proposals, which should enhance the UK’s appeal as a listing destination and support higher value creation in M&A transactions. 17.47 Additionally, the instrument(s) does not differ significantly from the consultative draft and no significant new evidence has come to light to lead us to revise our assessment of their impact. While we have made some technical changes in light of feedback to the CP to improve the way in which our proposals would work, we have not made changes to the proposals in a way that materially affects the analysis and findings of the CBA. Therefore, the CBA published in CP23/31 still applies.

151 Annex 1 List of respondents The list of respondents to our consultation who have consented to the publication of their name is as follows: Allen and Overy Aquis Stock Exchange Arthur Cox LLP ASCI Associated British Foods Plc Association of Investment Companies (AIC) Baillie Gifford & Co Brunel Pension Partnership BDO BNY Mellon Bobby Reddy BVCA Cambridge University Candor Partners Limited CFA Society UK Chartered Governance Institute UK & Ireland (CGI) City of London Law Society and the Law Society of England and Wales Corporate Reporting Users’ Forum (CRUF) Deloitte Deutsche Numis EOS Federated Hermes Limited Freshfields Bruckhaus Deringer LLP Financial Services Consumer Panel

152 GC100 Glass Lewis Herbert Smith Freehills Innovate Finance The Institute of Chartered Accountants in England and Wales (ICAEW) International Corporate Governance Network (ICGN) Invesco Investment Association (IA) Jardine Matheson (JM Group Companies) KPMG Listing Authority Advisory Panel and Markets Practitioner Panel LSE Group NEST Corporation Norges Bank Investment Management Novum Securities Limited Panmure Gordon Pensions and Lifetime Savings Association (PLSA) Primary Markets Group Primary Bid PWC Quoted Companies Alliance Railpen Redwheel Rothschild & Co Slaughter and May SME Alliance Limited T.RowePrice

153 UK Equity Markets Association UK Finance and The Association for Financial Markets in Europe UK Shareholders’ Association and UK Individual Shareholders’ Society VSA Capital White and Case LLP WISE Wittington Investments Limited

154 Annex 2 Abbreviations used in this paper Abbreviation Description AGM Annual general meeting CBA Cost benefit analysis CSA Controlling shareholder agreement DCSS Dual/multiple class share structure DEPP Decision Procedure and Penalties Manual DTR Disclosure Guidance and Transparency Rules sourcebook ESG Environmental, social and governance FRC Financial Reporting Council HFI Historical financial information IFRS International Financial Reporting Standards ISSB International Sustainability Standards Board LR Listing Rules sourcebook M&A Merger and acquisition MAR Market Abuse Regulation MO Market Oversight PMB Primary Market Bulletin PMO Primary Market Oversight POATR Public Offers and Admissions to Trading regime Prospectus The assimilated EU law version of Regulation (EU) 2017/1129 (repealing Regulation Directive 2003/71) SICGO Secondary international competitiveness objective

155 Abbreviation Description SPAC Special purpose acquisition company TCFD Taskforce for Climate-related Financial Disclosures UK CGC UK Corporate Governance Code UKLR UK Listing Rules sourcebook All our publications are available to download from www.fca.org.uk. Request an alternative format Please complete this form if you require this content in an alternative format. Or call 020 7066 6087 Sign up for our news and publications alerts

Appendix 1 Made rules (legal instrument – UKLR sourcebook)

FCA 2024/23 UK LISTING RULES INSTRUMENT 2024 Powers exercised A. The Financial Conduct Authority (“the FCA”) makes this instrument in the exercise of the following powers and related provisions in the Financial Services and Markets Act 2000 (“the Act”): (1) section 73A (Part 6 Rules); (2) section 79 (Listing particulars and other documents); (3) section 88 (Sponsors); (4) section 96 (Obligations of issuers of listed securities); (5) section 101 (Part 6 rules: general provisions); (6) section 137A (The FCA’s general rules); (7) section 137T (General supplementary powers); and (8) section 139A (Power of the FCA to give guidance). B. The rule-making powers listed above are specified for the purposes of section 138G(2) (Rule-making instruments) of the Act. Commencement C. This instrument comes into force on 29 July 2024. Amendments to the Handbook D. The Glossary of definitions is amended in accordance with Annex A to this instrument. Making the UK Listing Rules sourcebook (UKLR) E. The Financial Conduct Authority makes the rules and gives the guidance in Annex B to this instrument. F. The UK Listing Rules sourcebook (UKLR) is added to the Listing, Prospectus and Disclosure block within the Handbook, immediately before the Prospectus Regulation Rules sourcebook (PRR). Revocation of the Listing Rules sourcebook (LR) G. The provisions of the Listing Rules sourcebook (LR) are revoked. Notes H. In the Annexes to this instrument, the notes (indicated by “Note:”) are included for the convenience of readers but do not form part of the legislative text.

FCA 2024/23 Citation I. This instrument may be cited as the UK Listing Rules Instrument 2024. J. The sourcebook in Annex B to this instrument may be cited as the UK Listing Rules sourcebook (or UKLR). By order of the Board 27 June 2024 Page 2 of 351

FCA 2024/23 Annex A Amendments to the Glossary of definitions In this Annex, underlining indicates new text and striking through indicates deleted text, unless otherwise stated. Insert the following new definitions in the appropriate alphabetical position. The text is not underlined. equity shares (commercial companies) equity shares (international commercial companies secondary listing) equity shares (shell companies) a listing of equity shares other than those of: (1) a closed-ended investment fund; (2) an open-ended investment company; (3) a shell company; or (4) an investment entity that is not a closed-ended investment fund or an open-ended investment company, where the issuer is required to comply with the requirements in UKLR 5 (Equity shares (commercial companies): requirements for admission to listing) and other requirements in the listing rules that are expressed to apply to such securities in this category. a listing of equity shares other than those of: (1) a closed-ended investment fund; (2) an open-ended investment company; (3) a shell company; or (4) an investment entity that is not a closed-ended investment fund or an open-ended investment company, where the issuer is required to comply with the requirements in UKLR 14 (Equity shares (international commercial companies secondary listing): requirements for listing and continuing obligations) and other requirements in the listing rules that are expressed to apply to such securities in this category. a listing of equity shares other than those of: (1) a closed-ended investment fund; (2) an open-ended investment company; or Page 3 of 351

FCA 2024/23 (3) an investment entity that is not a closed-ended investment fund or an open-ended investment company, where the issuer is required to comply with the requirements in UKLR 13 (Equity shares (shell companies): requirements for listing and continuing obligations) and other requirements in the listing rules that are expressed to apply to such securities in this category. equity shares a listing of equity shares where the listed company: (transition) (1) (a) prior to 29 July 2024, had a listing of equity shares in what was previously known as the ‘standard listing (shares)’ category under the Listing Rules sourcebook as it applied immediately prior to 29 July 2024; or (b) satisfies the following: (i) falls within the definition of an “in-flight applicant” in UKLR TP 1.1R; (ii) prior to 29 July 2024, had applied for a listing in what was previously known as the ‘standard listing (shares)’ category under the Listing Rules sourcebook as it applied immediately prior to 29 July 2024; and (iii) has been admitted to listing prior to 29 July 2025, other than a listing of equity shares that would be eligible for admission to the equity shares (international commercial companies secondary listing) category, the equity shares (shell companies) category or the non-equity shares and non￾voting equity shares category; and (2) is required to comply with the requirements in UKLR 22 (Equity shares (transition): continuing obligations) and other requirements in the listing rules that are expressed to apply to such securities in this category. initial transaction (in UKLR) has the meaning given in UKLR 13.4.2R. non-equity share a share which is not an equity share. Page 4 of 351

FCA 2024/23 non-equity shares and non-voting equity shares a listing of non-equity shares and non-voting equity shares other than: (1) non-voting equity shares issued by a company that is a closed￾ended investment fund unless it has a listing of equity shares in the closed-ended investment funds category; (2) non-voting equity shares issued by an open-ended investment company; (3) non-equity shares and non-voting equity shares issued by a company that is an investment entity but not a closed-ended investment fund or an open-ended investment company; and (4) preference shares that are specialist securities, where the issuer is required to comply with the requirements in UKLR 16 (Non-equity shares and non-voting equity shares: requirements for listing and continuing obligations) and other requirements in the listing rules that are expressed to apply to such securities in this category. non-voting equity share an equity share which does not carry rights to vote at general meetings of the company. qualifying home listing a listing of equity shares admitted to trading on an overseas regulated, regularly operating, recognised open market, which is subject to: (1) oversight by a regulatory body that is a signatory to the IOSCO Multilateral Memorandum of Understanding Concerning Consultation and Cooperation and the Exchange of Information (or pursuant to which the issuer is subject to direct oversight by such regulatory body) at the time the application for admission to listing is made; and (2) the rules applicable to that overseas regulated, regularly operating, recognised open market without dispensation by virtue of the applicant’s country of incorporation. relevant document (in accordance with the Financial Services and Markets Act 2000 (Service of Notices) Regulations 2001): (1) a document in relation to which a provision of or made under the Act (other than a provision of or made under Part IX or Part XXIV of the Act) requires a document of that kind to be given; or Page 5 of 351

FCA 2024/23 (2) where a provision of or made under the Act (other than a provision of or made under Part IX or Part XXIV) authorises the imposition of a requirement, a document by which such a requirement is imposed. relevant related a related party transaction which relates to the fees or other party transaction remuneration payable by a closed-ended investment fund in connection with services rendered by an investment manager or a member of the investment manager’s group. reverse takeover a circular relating to a reverse takeover. circular shell company (in UKLR) as defined in UKLR 13.1.4R(3). sponsor UKLR the UK Listing Rules sourcebook. Amend the following definitions as shown. admission or (in LR UKLR) admission of securities to the official list. admission to listing admission to (1) (in LR UKLR) admission of securities to trading on an RIE’s trading market for listed securities. … advertisement (in PRR and LR 4) (as defined in the Prospectus Regulation) a communication with both of the following characteristics: (a) relating to a specific offer to the public of securities or to an admission to trading on a regulated market; and (b) aiming to specifically promote the potential subscription or acquisition of securities. applicant (1) (in LR UKLR) an issuer which is applying for admission of securities. … associate (1) (in LR UKLR, in relation to a director, substantial shareholder, or person exercising significant influence who is an individual) and, (in DTR, in relation to a related party who is an individual): Page 6 of 351

FCA 2024/23 (a) that individual’s spouse, civil partner or child (together “the individual’s family”); (b) the trustees (acting as such) of any trust of which the individual or any of the individual’s family is a beneficiary or discretionary object (other than a trust which is either an occupational pension scheme or an employees’ share scheme which does not, in either case, have the effect of conferring benefits on persons all or most of whom are related parties; (c) any company in whose equity securities the individual or any member or members (taken together) of the individual’s family or the individual and any such member or members (taken together) are directly or indirectly interested (or have a conditional or contingent entitlement to become interested) so that they are (or would on the fulfilment of the condition or the occurrence of the contingency be) able: (i) to exercise or control the exercise of 30% or more of the votes able to be cast at general meetings on all, or substantially all, matters; or (ii) to appoint or remove directors holding a majority of voting rights at board meetings on all, or substantially all, matters; (d) any partnership whether a limited partnership or limited liability partnership in which the individual or any member or members (taken together) of the individual’s family are directly or indirectly interested (or have a conditional or contingent entitlement to become interested) so that they hold or control or would on the fulfilment of the condition or the occurrence of the contingency be able to hold or control: (i) a voting interest greater than 30% in the partnership; or (ii) at least 30% of the partnership. For the purpose of paragraph (c), if more than one director of the listed company, its parent undertaking or any of its subsidiary undertakings is interested in the equity securities of another company, then the interests of those directors and their Page 7 of 351

FCA 2024/23 associates will be aggregated when determining whether that company is an associate of the director. (2) (in LR UKLR, in relation to a substantial shareholder or person exercising significant influence which is a company) and, (in DTR, in relation to a related party which is a company): (a) any other company which is its subsidiary undertaking or parent undertaking or fellow subsidiary undertaking of the parent undertaking; (b) any company whose directors are accustomed to act in accordance with the substantial shareholder’s or person exercising significant influence’s, directions or instructions; (c) any company in the capital of which the substantial shareholder or person exercising significant influence and any other company company under paragraph (1) or (2) taken together, is (or would on the fulfilment of a condition or the occurrence of a contingency be) able to exercise power of the type described in paragraph (1)(c)(i) or (ii) of this definition. … (3) (except in LR UKLR or in relation to a credit-related regulated activity) (in relation to a person (“A”)): … (4) (in LR UKLR) (when used in the context of a controlling shareholder who is an individual): (a) that individual’s spouse, civil partner or child (together “the individual’s family”); (b) the trustees (acting as such) of any trust of which the individual or any of the individual’s family is a beneficiary or discretionary object (other than a trust which is either an occupational pension scheme or an employees’ share scheme which does not, in either case, have the effect of conferring benefits on persons all or most of whom are controlling shareholders); (c) any company in whose equity securities the individual or any member or members (taken together) of the individual’s family or the individual and any such member or members (taken together) are directly or Page 8 of 351

FCA 2024/23 indirectly interested (or have a conditional or contingent entitlement to become interested) so that they are (or would on the fulfilment of the condition or the occurrence of the contingency be) able: (i) to exercise or control the exercise of 30% or more of the votes able to be cast at general meetings on all, or substantially all, matters; or (ii) to appoint or remove directors holding a majority of voting rights at board meetings on all, or substantially all, matters; (d) any partnership whether a limited partnership or limited liability partnership in which the individual or any member or members (taken together) of the individual’s family are directly or indirectly interested (or have a conditional or contingent entitlement to become interested) so that they hold or control or would on the fulfilment of the condition or the occurrence of the contingency be able to hold or control: (i) a voting interest greater than 30% in the partnership; or (ii) at least 30% of the partnership. For the purpose of paragraph (c), if more than one controlling shareholder of the listed company, its parent undertaking or any of its subsidiary undertakings is interested in the equity securities of another company, then the interests of those controlling shareholders and their associates will be aggregated when determining whether that company is an associate of the controlling shareholder. (5) (in LR UKLR) (when used in the context of a controlling shareholder which is a company): (a) any other company which is its subsidiary undertaking or parent undertaking or fellow subsidiary undertaking of the parent undertaking; (b) any company whose directors are accustomed to act in accordance with the controlling shareholder’s directions or instructions; (c) any company in the capital of which the controlling shareholder and any other company under paragraph (a) Page 9 of 351

break fee arrangement certificate representing debt securities certificate representing equity securities certificate representing shares charge Chinese wall or information barrier circular FCA 2024/23 or (b) taken together, is (or would on the fulfilment of a condition or the occurrence of a contingency be) able to exercise power of the type described in paragraph (4)(c)(i) or (ii) of this definition;. (in LR UKLR) an arrangement falling within the definition in LR 10.2.6AR an arrangement is a break fee arrangement if the purpose of the arrangement is that a compensatory sum will become payable by a listed company to another party (or parties) to a proposed transaction if the proposed transaction fails or is materially impeded and there is no independent substantive commercial rationale for the arrangement. (in LR UKLR) a certificate representing certain securities where the certificate or other instrument confers rights in respect of debentures, alternative debentures, or government and public securities. (in LR UKLR) a certificate representing certain securities where the certificate or other instrument confers rights in respect of equity securities. (in LR UKLR) a certificate representing certain securities where the certificate or other instrument confers rights in respect of equity shares. (1) (in LR UKLR) (in relation to securitised derivatives) means any payment identified under the terms and conditions of the securitised derivatives. (2) (except in LR UKLR) any fee or charge made to: (a) a client in connection with designated investment business; or (b) a customer in connection with any insurance distribution activity in respect of a non-investment insurance contract; whether levied by the firm or any other person, including a mark-up or mark-down. an arrangement that requires information held by a person in the course of carrying on one part of its business to be withheld from, or not to be used for, persons with or for whom it acts in the course of carrying on another part of its business. (in LR UKLR) any document issued to holders of listed securities including notices of meetings but excluding prospectuses, listing particulars, annual reports and accounts, interim reports, proxy cards and dividend or interest vouchers. Page 10 of 351

FCA 2024/23 class … (4) (in LR UKLR) securities the rights attaching to which are or will be identical and which form a single issue or issues. … class tests (in LR UKLR) the tests set out in LR 10 Annex 1 UKLR 7 Annex 1 (and for certain specialist companies, those tests as modified by LR 10.7 UKLR 7.2), which are used to determine how a transaction is to be classified for the purposes of the listing rules. closed-ended (in LR UKLR) (in relation to investment entities) an investment entity which is not an open-ended investment company. closed-ended investment fund (in LR UKLR and ESG) an entity: (a) which is an undertaking with limited liability, including a company, limited partnership, or limited liability partnership; and (b) whose primary object is investing and managing its assets (including pooled funds contributed by holders of its listed securities): (i) in property of any description; and (ii) with a view to spreading investment risk. connected person … (5) (in DTR and LR UKLR in relation to a person discharging managerial responsibilities within an issuer) has the meaning given to “person closely associated” in article 3(1)(26) of the Market Abuse Regulation. … … constitution (in LR UKLR) memorandum and articles of association or equivalent constitutional document. contingent liability investment a derivative under the terms of which the client will or may be liable to make further payments (other than charges, and whether or not secured by margin) when the transaction falls to be completed or upon the earlier closing out of his their position. Page 11 of 351

FCA 2024/23 contract of significance controlling shareholder (in LR UKLR) a contract which represents in amount or value (or annual amount or value) a sum equal to 1% or more, calculated on a group basis where relevant, of: (a) in the case of a capital transaction or a transaction of which the principal purpose or effect is the granting of credit, the aggregate of the group’s share capital and reserves; or (b) in other cases, the total annual purchases, sales, payments or receipts, as the case may be, of the group. means any person who exercises or controls on their own or together with any person with whom they are acting in concert, 30% or more of the votes able to be cast on all or substantially all matters at general meetings of the company. For the purposes of calculating voting rights, the following voting rights are to be disregarded: (1) any voting rights which such a person exercises (or controls the exercise of) independently in its capacity as: (a) bare trustee,; (b) investment manager,; (c) collective investment undertaking; or (d) a long-term insurer in respect of its linked long-term business, if no associate of that person interferes by giving direct or indirect instructions, or in any other way, in the exercise of such voting rights (except to the extent any such person confers or collaborates with such an associate which also acts in its capacity as investment manager, collective investment undertaking or long-term insurer); or (2) any voting rights which a person may hold (or control the exercise of) solely in relation to the direct performance, by way of business, of: (a) underwriting the issue or sale of securities; or (b) placing securities, where the person provides a firm commitment to acquire any securities which it does not place; or Page 12 of 351

FCA 2024/23 (c) acquiring securities from existing shareholders or the issuer pursuant to an agreement to procure third-party purchases of securities; and where the conditions below are satisfied: (i) the activities set out in (2)(a) to (c) are performed in the ordinary course of business; (ii) the securities to which the voting rights attach are held for a consecutive period of 5 trading days or less, beginning with the first trading day on which the securities are held; (iii) the voting rights are not exercised within the period the securities are held; and (iv) no attempt is made directly or indirectly by the person to intervene in (or attempt to intervene in) or exert (or attempt to exert) influence on the management of the issuer within the period the securities are held. convertible securities (in LR UKLR and FEES) a security which is: (a) convertible into, or exchangeable for, other securities; or (b) accompanied by a warrant or option to subscribe for or purchase other securities. debt security (1) (in LR UKLR and DTR 7) debentures, alternative debentures, debenture stock, loan stock, bonds, certificates of deposit or any other instrument creating or acknowledging indebtedness. … (3) (except in DTR and LR UKLR) any of the following: … depositary (1) (except in LR UKLR): … (2) (in LR UKLR) a person that issues certificates representing certain securities that have been admitted to listing or are the subject of an application for admission to listing. Page 13 of 351

FCA 2024/23 director (1) (except in COLL, DTR, LR UKLR and PRR) (in relation to any of the following (whether constituted in the United Kingdom or under the law of a country or territory outside it)): … … (3) (in DTR, LR UKLR and PRR) (in accordance with section 417(1)(a) of the Act) in relation to an issuer which is a body corporate, a person occupying in relation to it the position of a director (by whatever name called) and, in relation to an issuer which is not a body corporate, a person with corresponding powers and duties. equity security (1) (in LR UKLR) equity shares and securities convertible into equity shares; and … executive management (in LR UKLR) the executive committee or most senior executive or managerial body below the board (or where there is no such formal committee or body, the most senior level of managers reporting to the chief executive), including the company secretary but excluding administrative and support staff. exercise notice (in LR UKLR) (in relation to securitised derivatives), a document that notifies the issuer of a holder’s intention to exercise its rights under the securitised derivative. exercise price (in LR UKLR) (in relation to securitised derivatives), the price stipulated by the issuer at which the holder can buy or sell the underlying instrument from or to the issuer. exercise time (in LR UKLR) (in relation to securitised derivatives), the time stipulated by the issuer by which the holder must exercise their rights. expiration date (in LR UKLR) (in relation to securitised derivatives), the date stipulated by the issuer on which the holder’s rights in respect of the securitised derivative ends. external management company (in LR UKLR and PRR) has the meaning in PRR 5.3.3R. final terms (in LR UKLR) the document containing the final terms of each issue which is intended to be listed. Page 14 of 351

FCA 2024/23 founding shareholder (in UKLR) as defined in LR 5.6.18BR UKLR 13.1.4R(1). group … (4) (in LR UKLR): (a) (except in LR 6.4.3G, LR 6.5.3G, LR 6.14.3R, LR 6.14.4G, LR 8.7.8R(10), LR 14.2.2R, LR 14.2.3AG, LR 18.2.8R and LR 18.2.9AG UKLR 5.3.2G, UKLR 5.5.3R, UKLR 5.5.4G, UKLR 13.2.5G, UKLR 13.4.16R, UKLR 14.2.2R, UKLR 14.2.3G, UKLR 15.2.9R, UKLR 15.2.10G, UKLR 16.2.1R, UKLR 16.2.2G, UKLR 22.2.2R, UKLR 22.2.3G and UKLR 24.5.12R(9)), an issuer and its subsidiary undertakings (if any); and (b) (in LR 6.4.3G, LR 6.5.3G, LR 6.14.3R, LR 6.14.4G, LR 8.7.8R(10), LR 14.2.2R, LR 14.2.3AG, LR 18.2.8R and LR 18.2.9AG UKLR 5.3.2G, UKLR 5.5.3R, UKLR 5.5.4G, UKLR 13.2.5G, UKLR 13.4.16R, UKLR 14.2.2R, UKLR 14.2.3G, UKLR 15.2.9R, UKLR 15.2.10G, UKLR 16.2.1R, UKLR 16.2.2G, UKLR 22.2.2R, UKLR 22.2.3G and UKLR 24.5.12R(9)), as defined in section 421 of the Act. … guarantee (1) (in LR UKLR) (in relation to securitised derivatives), either: (a) a guarantee given in accordance with LR 19.2.2 R(3) UKLR 18.2.1R(3) (if any); or (b) any other guarantee of the issue of securitised derivatives. … in the money (1) (in LR UKLR) (in relation to securitised derivatives): (a) where the holder has the right to buy the underlying instrument or instruments from the issuer, when the settlement price is greater than the exercise price; or (b) where the holder has the right to sell the underlying instrument or instruments to the issuer, when the exercise price is greater than the settlement price; … Page 15 of 351

FCA 2024/23 investment entity (in LR UKLR) an entity whose primary object is investing and managing its assets with a view to spreading or otherwise managing investment risk. investment manager (1) (except in LR UKLR) a person who, acting only on behalf of a client: … (2) (in LR UKLR) a person who, on behalf of a client, manages investments and is not a wholly-owned subsidiary of the client. issuer … (3) (in LR UKLR and FEES in relation to LR UKLR) any company or other legal person or undertaking (including a public sector issuer), any class of whose securities has been admitted to listing or is the subject of an application for admission to listing. … list of sponsors (in LR UKLR) the list of sponsors maintained by the FCA in accordance with section 88(3)(a) of the Act. listed (1) (except in LR UKLR, SUP 11, INSPRU and IPRU(INS)) included in an official list. … (3) (in LR UKLR) admitted to the official list maintained by the FCA in accordance with section 74 of the Act. listed company (in LR UKLR and DEPP) a company that has any class of its securities listed. listing particulars (in LR UKLR and PRR) (in accordance with section 79(2) of the Act), a document in such form and containing such information as may be specified in listing rules. London Stock Exchange (in LR UKLR) London Stock Exchange Plc. long-term incentive scheme (in LR UKLR) any arrangement (other than a retirement benefit plan, a deferred bonus or any other arrangement that is an element of an executive director’s remuneration package) which may involve the receipt of any asset (including cash or any security) by a director or employee of the group: Page 16 of 351

FCA 2024/23 (a) which includes one or more conditions in respect of service and/or performance to be satisfied over more than one financial year; and (b) pursuant to which the group may incur (other than in relation to the establishment and administration of the arrangement) either cost or a liability, whether actual or contingent. major subsidiary undertaking (in LR UKLR) a subsidiary undertaking that represents 25% or more of the aggregate of the gross assets or profits (after deducting all charges except taxation) of the group. member (1) (except in PROF, LR UKLR, EG 16 and REC) a person admitted to membership of the Society or any person by law entitled or bound to administer his their affairs. (2) (in PROF, LR UKLR and EG 16) (as defined in section 325(2) of the Act (FCA’s general duty)) (in relation to a profession) a person who is entitled to practise that profession and, in practising it, is subject to the rules of the relevant designated professional body, whether or not he is they are a member of that body. … mineral company (in LR UKLR) a company or group, whose principal activity is, or is planned to be, the extraction of mineral resources (which may or may not include exploration for mineral resources). mineral resources (in LR UKLR) include metallic and non-metallic ores, mineral concentrates, industrial minerals, construction aggregates, mineral oils, natural gases, hydrocarbons and solid fuels including coal. minority ethnic background (in LR UKLR) from one of the following categories of ethnic background, as set out in the tables in LR 9 Annex 2.1R(b) and LR 14 Annex 1.1R(b) UKLR 6 Annex 1R(2), UKLR 14 Annex 1R(2), UKLR 16 Annex 1R(2) and UKLR 22 Annex 1R(2), excluding the category “White British or other White (including minority-white groups)”: (1) (a) Asian/Asian British; (2) (b) Black/African/Caribbean/Black British; (3) (c) Mixed/multiple ethnic groups; and Page 17 of 351

FCA 2024/23 (4) Other ethnic group, including Arab. (d) miscellaneous (in LR UKLR) securities which are not: securities (a) shares; or (b) debt securities; or (c) asset backed securities; or (d) certificate certificates representing debt securities; or (e) convertible securities which convert to debt securities; or (f) convertible securities which convert to equity securities; or (g) convertible securities which are exchangeable for securities of another company; or (h) certificate certificates representing certain securities; or (i) securitised derivatives. modified report (in LR UKLR) an accountant’s or auditor’s report: (a) in which the opinion is modified; or (b) which contains an emphasis-of-matter paragraph. national storage (in LR UKLR, PRR and DTR) the system identified by the FCA on its mechanism website as the national storage mechanism for regulatory announcements and certain documents published by issuers. net annual rent (in LR UKLR) (in relation to a property) the current income or income estimated by the valuer: (a) ignoring any special receipts or deductions arising from the property; (b) excluding Value Added Tax and before taxation (including tax on profits and any allowances for interest on capital or loans); and (c) after making deductions for superior rents (but not for amortisation) and any disbursements including, if appropriate, expenses of managing the property and allowances to maintain it in a condition to command its rent. Page 18 of 351

FCA 2024/23 offer … (3) (in LR UKLR and PRR) an offer of transferable securities to the public. … offer for sale (in LR UKLR) an invitation to the public by, or on behalf of, a third party to purchase securities of the issuer already in issue or allotted (and may be in the form of an invitation to tender at or above a stated minimum price). offer for subscription (in LR UKLR) an invitation to the public by, or on behalf of, an issuer to subscribe for securities of the issuer not yet in issue or allotted (and may be in the form of an invitation to tender at or above a stated minimum price). offer of transferable securities to the public (in PRR and LR UKLR) (as defined in the Prospectus Regulation) a communication to persons in any form and by any means, presenting sufficient information on the terms of the offer and the securities to be offered, so as to enable an investor to decide to purchase or subscribe for those securities. This definition also applies to the placing of securities through financial intermediaries. offeror (1) (in MAR 1 (Market Abuse) and LR 5.2.10R to LR 5.2.11DR UKLR 21.2.11R to UKLR 21.2.16R) an offeror as defined in the Takeover Code. … (3) (in LR UKLR (except LR 5.2.10R to LR 5.2.11DR UKLR 21.2.11R to UKLR 21.2.16R) and FEES provisions in relation to PRR) (as defined in the Prospectus Regulation) a person who makes an offer of transferable securities to the public. official list (1) (in LR UKLR) the list maintained by the FCA in accordance with section 74(1) of the Act for the purposes of Part VI of the Act. (2) (except in LR UKLR): … open offer (in LR UKLR and DTR 5) an invitation to existing securities holders to subscribe or purchase securities in proportion to their holdings, which is not made by means of a renounceable letter (or other negotiable document). Page 19 of 351

FCA 2024/23 open-ended investment company (as defined in section 236 of the Act (Open-ended investment companies)) a collective investment scheme which satisfies both the property condition and the investment condition: (a) the property condition is that the property belongs beneficially to, and is managed by or on behalf of, a body corporate (“BC”) having as its purpose the investment of its funds with the aim of: (i) spreading investment risk; and (ii) giving its members the benefit of the results of the management of those funds by or on behalf of that body; (b) the investment condition is that, in relation to BC, a reasonable investor would, if he they were to participate in the scheme: (i) expect that he they would be able to realise, within a period appearing to him them to be reasonable, his their investment in the scheme (represented, at any given time, by the value of shares in, or securities of, BC held by him them as a participant in the scheme); and (ii) be satisfied that his their investment would be realised on a basis calculated wholly or mainly by reference to the value of property in respect of which the scheme makes arrangements. (see also investment company with variable capital.) overseas company (in LR UKLR) a company incorporated outside the United Kingdom. percentage ratio (1) (in LR UKLR) (in relation to a transaction) the figure, expressed as a percentage, that results from applying a calculation under a class test to the transaction; … person exercising significant influence (in LR UKLR) in relation to a listed company, a person or entity which exercises significant influence over that listed company. placing (in LR UKLR) a marketing of securities already in issue but not listed or not yet in issue, to specified persons or clients of the sponsor or any securities house assisting in the placing, which does not involve an offer to the public or to existing holders of the issuer’s securities generally. Page 20 of 351

FCA 2024/23 probable reserves (in LR UKLR): (a) in respect of mineral companies primarily involved in the extraction of oil and gas resources, those reserves which are not yet proven but which, on the available evidence and taking into account technical and economic factors, have a better than 50% chance of being produced; and (b) in respect of mineral companies other than those primarily involved in the extraction of oil and gas resources, those measured measured and/or indicated mineral resources, which are not yet proven but of which detailed technical and economic studies have demonstrated that extraction can be justified at the time of the determination and under specified economic conditions. profit estimate (in PR and LR UKLR) (as defined in the PR Regulation) a profit forecast for a financial period which has expired and for which results have not yet been published. profit forecast (in PR and LR UKLR) (as defined in the PR Regulation) a form of words which expressly states or by implication indicates a figure or a minimum or maximum figure for the likely level of profits or losses for the current financial period and/or financial periods subsequent to that period, or contains data from which a calculation of such a figure for future profits or losses may be made, even if no particular figure is mentioned and the word “profit” is not used. property (in LR UKLR) freehold, heritable or leasehold property. property company (in LR UKLR) a company primarily engaged in property activities including: (a) the holding of properties (directly or indirectly) for letting and retention as investments; (b) the development of properties for letting and retention as investments; (c) the purchase and development of properties for subsequent sale; or (d) the purchase of land for development properties for retention as investments. prospectus (1) (in LR UKLR, and PRR, FEES, FUND 3 (Requirements for managers of alternative investment funds) and in the definition Page 21 of 351

FCA 2024/23 of non-retail financial instrument) a prospectus required under the Prospectus Regulation. (2) (except in LR UKLR and PRR) (in relation to a collective investment scheme) a document containing information about the scheme and complying with the requirements in COLL 4.2.5R (Table: contents of the prospectus), COLL 8.3.4R (Table: contents of qualified investor scheme prospectus), COLL 9.3.2R (Additional information required in the prospectus for an application under section 272), or COLL 15.4.5R (Table: contents of a long-term asset fund prospectus), applicable to a prospectus of a scheme of the type concerned. proven reserves (in LR UKLR): (a) in respect of mineral companies primarily involved in the extraction of oil and gas resources, those reserves which, on the available evidence and taking into account technical and economic factors, have a better than 90% chance of being produced; and (b) in respect of mineral companies other than those primarily involved in the extraction of oil and gas resources, those measured mineral resources of which detailed technical and economic studies have demonstrated that extraction can be justified at the time of the determination, and under specified economic conditions. public international body (in LR UKLR) the African Development Bank, the Asian Development Bank, the Asian Infrastructure Investment Bank, the Caribbean Development Bank, the Council of Europe Development Bank, the European Atomic Energy Community, the European Bank for Reconstruction and Development, the European Company for the Financing of Railroad Stock, the EU, the European Investment Bank, the Inter-American Development Bank, the International Bank for Reconstruction and Development, the International Finance Corporation, the International Monetary Fund and the Nordic Investment Bank. public shareholder (in UKLR) as defined in LR 5.6.18BR UKLR 13.1.4R(2). recognised scheme (1) (other than in LR UKLR) a scheme that is: … (2) (in LR UKLR) a scheme recognised for the purpose of part XVII of the Act. Page 22 of 351

FCA 2024/23 related party (1) (in LR UKLR) as defined in LR 11.1.4R UKLR 8.1.11R; … related party transaction (1) (in LR UKLR) as defined in LR 11.1.5R UKLR 8.1.7R; … reverse takeover (in LR UKLR) a transaction classified as a reverse takeover under LR 5.6 has the meaning given in UKLR 7.1.4R. rights issue (in LR UKLR and DTR 5) an offer to existing security holders to subscribe or purchase further securities in proportion to their holdings made by means of the issue of a renounceable letter (or other negotiable document) which may be traded (as “nil paid” rights) for a period before payment for the securities is due. securitised derivative an option or contract for differences which, in either case, is listed under LR 19 UKLR 18 of the listing rules listing rules (including such an option or contract for differences which is also a debenture). security (1) (except in LR UKLR, CONC and SUP 16 Annex 21R) (in accordance with article 3(1) of the Regulated Activities Order (Interpretation)) any of the following investments specified in that Order: … (2) (in LR UKLR) (in accordance with section 102A of the Act) anything which has been, or may be, admitted to the official list. … settlement price (in LR UKLR) (in relation to securitised derivatives), the reference price or prices of the underlying instrument or instruments stipulated by the issuer for the purposes of calculating its obligations to the holder. shadow director (in LR UKLR) as in sub-paragraph (b) of the definition of director in section 417(1) of the Act. share (1) (except in COLL, LR UKLR, DTR, REC, SUP 11 (Controllers and close links) and SUP 16 (Reporting requirements)) the investment, specified in article 76 of the Regulated Activities Order (Shares etc), which is in summary: a share or stock in the share capital of: Page 23 of 351

shell company significant transaction sovereign controlling shareholder specialist investor specialist securities FCA 2024/23 … … (3) (in DTR and LR UKLR, and in FEES where relevant to DTR or LR UKLR) (in accordance with section 540(1) of the Companies Act 2006) a share in the share capital of a company, and includes: (a) stock (except where a distinction between shares and stock is express or implied); (b) preference shares; and (c) in chapters 4, 5, 6 and 7 of DTR a convertible share. … as defined in LR 5.6.5A UKLR 13.1.2R. (1) (in FEES) a transaction where: … (b) … … (iii) … (2) (in UKLR) a transaction classified as a significant transaction under UKLR 7. (in relation to a company with or applying for a listing of equity shares or certificates representing shares in the equity shares (commercial companies) category of premium listing (sovereign controlled commercial company)) a State which exercises or controls 30% or more of the votes able to be cast on all or substantially all matters at general meetings of the company. (in LR UKLR) an investor who is particularly knowledgeable in investment matters. (in LR UKLR and FEES) securities which, because of their nature, are normally bought and traded by a limited number of investors who are particularly knowledgeable in investment matters. Page 24 of 351

FCA 2024/23 specialist (in LR UKLR) a securitised derivative which because of its nature is securitised normally bought and traded by a limited number of investors who are derivatives particularly knowledgeable in investment matters. specified weighted has the meaning given to it in LR 9.2.22CR weighted voting rights voting rights shares shares of a class which meet the conditions set out in UKLR 5.4.5R(1) to (4). sponsor (1) (in LR UKLR, except in LR 5.6.18AG) a person approved, under section 88 of the Act by the FCA, as a sponsor. (1A) (in LR 5.6.18AG as defined in LR 5.6.18BR. [deleted] … sponsor a declaration submitted by a sponsor to the FCA as required under LR declaration 8.4.3R UKLR 24.3.3R (Application for listing New applicants: procedure), LR 8.4.9R UKLR 24.3.7R (Further application for listing Further issues: procedure), LR 8.4.13R UKLR 24.3.11R (Production of circular Circulars: procedure) or LR 8.4.14R UKLR 24.3.12R (Transfer between listing category Applying for transfer between listing categories). sponsor service a service relating to a matter referred to in LR 8.2 UKLR 4.2 that a sponsor provides or is requested or appointed to provide, including preparatory work that a sponsor may undertake before a decision is taken as to whether or not it will act as sponsor for a listed company listed issuer or applicant or in relation to a particular transaction, and including all the sponsor’s communications with the FSA FCA in connection with the service. But nothing in this definition is to be taken as requiring a sponsor when requested to agree to act as a sponsor for a company or in relation to a transaction. subsidiary … undertaking (3) (in LR UKLR and BSOCS) as defined in section 1162 of the Companies Act 2006. substantial as defined in LR 11.1.4AR UKLR 8.1.12R. shareholder supplementary (in LR UKLR) (in accordance with section 81(1) of the Act), listing particulars supplementary listing particulars containing details of the change or new matter. target (in LR UKLR) the subject of a class 1 transaction significant transaction, initial transaction or reverse takeover. Page 25 of 351

FCA 2024/23 tender offer (in LR UKLR) an offer by a company to purchase all or some of a class of its listed equity securities at a maximum or fixed price (that may be established by means of a formula) that is: (a) communicated to all holders of that class by means of a circular or advertisement in two national newspapers; (b) open to all holders of that class on the same terms for at least seven days; and (c) open for acceptance by all holders of that class pro rata to their existing holdings. trading day … (4) (in LR UKLR and DTR) any day of normal trading in a share on a regulated market or MTF in the United Kingdom for this share. transferable security (1) (in PRR, LR UKLR and DTR) (as defined in section 102A of the Act) anything which is a transferable security for the purposes of MiFIR, other than money-market instruments for the purposes of MiFIR which have a maturity of less than 12 months. … trust deed (1) (in LR UKLR) a trust deed or equivalent document securing or constituting debt securities. … underlying instrument (in LR UKLR) (in relation to securitised derivatives) means either: (a) if the securitised derivative is an option or debt security with the characteristics of an option, any of the underlying investments listed in article 83 of the Regulated Activities Order; or (b) if the securitised derivative is a contract for differences or debt security with the characteristics of a contract for differences, any factor by reference to which a profit or loss under article 85 of the Regulated Activities Order can be calculated. vendor consideration placing (in LR UKLR) a marketing, by or on behalf of vendors, of securities that have been allotted as consideration for an acquisition. Page 26 of 351

FCA 2024/23 Delete the following definitions. The text is not struck through. class 1 acquisition (in LR) a class 1 transaction that involves an acquisition by the relevant listed company or its subsidiary undertaking. class 1 circular (in LR) a circular relating to a class 1 transaction or a transaction which must comply with the requirements of a class 1 transaction. class 1 disposal (in LR) a class 1 transaction that consists of a disposal by the relevant listed company or its subsidiary undertaking. class 1 transaction (in LR and FEES) a transaction classified as a class 1 transaction under LR 10. class 2 transaction (in LR) a transaction classified as a class 2 transaction under LR 10. connected client (in LR) in relation to a sponsor or securities house, any client of the sponsor or securities house who is: (a) a partner, director, employee or controller (as defined in section 422 of the Act) of the sponsor or securities house or of an undertaking described in paragraph (d); or (b) the spouse, civil partner or child of any individual described in paragraph (a); or (c) a person in his capacity as a trustee of a private trust (other than a pension scheme or an employees’ share scheme) the beneficiaries of which include any person described in paragraph (a) or (b); or (d) an undertaking which in relation to the sponsor or securities house is a group undertaking. deferred bonus (in LR) any arrangement pursuant to the terms of which an employee or director may receive a bonus (including cash or any security) in respect of service and/or performance in a period not exceeding the length of the relevant financial year notwithstanding that the bonus may, subject only to the person remaining a director or employee of the group, be receivable by the person after the end of the period to which the award relates. defined benefit scheme in relation to a director, means a pension scheme which is not a money purchase scheme. Page 27 of 351

FCA 2024/23 financial information table (in LR) financial information presented in a tabular form that covers the reporting period set out in LR 13.5.13R in relation to the entities set out in LR 13.5.14R, and to the extent relevant LR 13.5.17AR. LR the Listing Rules sourcebook. premium listing (a) in relation to equity shares (other those of a closed-ended investment fund or of a sovereign controlled commercial company that is required to comply with the requirements in LR 21), means a listing where the issuer is required to comply with those requirements in LR 6 (Additional requirements for premium listing (commercial company)) and the other requirements in the listing rules that are expressed to apply to such securities with a premium listing; (b) in relation to equity shares of a closed-ended investment fund, means a listing where the issuer is required to comply with the requirements in LR 15 (Closed-Ended Investment Funds: Premium listing) and other requirements in the listing rules that are expressed to apply to such securities with a premium listing; (c) [deleted] (d) in relation to equity shares of a sovereign controlled commercial company, means a listing where the issuer is required to comply with the requirements in LR 21 (Sovereign controlled commercial companies: Premium listing) and other requirements in the listing rules that are expressed to apply to such securities with a premium listing; and (e) in relation to certificates representing shares of a sovereign controlled commercial company, means a listing where the issuer is required to comply with the requirements in LR 21 (Sovereign controlled commercial companies: Premium listing) and other requirements in the listing rules that are expressed to apply to such securities with a premium listing. premium listing (closed-ended investment fund) a premium listing of equity shares of a closed-ended investment fund. premium listing (commercial company) a premium listing of equity shares (other than those of a closed￾ended investment fund or of a sovereign controlled commercial company that is required to comply with the requirements in LR 21). Page 28 of 351

premium listing (sovereign controlled commercial company) property valuation report related party circular scientific research based company standard listing standard listing (open-ended investment company) standard listing (shares) unrecognised scheme FCA 2024/23 a premium listing of: (a) equity shares (other than those of a closed-ended investment fund); or (b) certificates representing shares, where the issuer of the equity shares or, in the case of certificates representing shares, the issuer of the equity shares which the certificates represent is a sovereign controlled commercial company and is required to comply with the requirements in LR 21 and other requirements in the listing rules that are expressed to apply to securities in this category. (in LR) a property valuation report prepared by an independent expert in accordance with: (1) for an issuer incorporated in the United Kingdom, the Channel Islands or the Isle of Man, the Appraisal and Valuation Standards (5th edition) issued by the Royal Institution of Chartered Surveyors; or (2) for an issuer incorporated in any other place, either the standards referred to in paragraph (1) of this definition or the International Valuation Standards (7th edition) issued by the International Valuation Standards Committee. (in LR) a circular relating to a related party transaction. (in LR) a company primarily involved in the laboratory research and development of chemical or biological products or processes or any other similar innovative science based company. in relation to securities, means a listing that is not a premium listing. a standard listing of equity shares of an open-ended investment company. a standard listing of shares other than equity shares of an open￾ended investment company or preference shares that are specialist securities. (in LR) a collective investment scheme which is neither a recognised scheme nor a scheme that is constituted as an authorised unit trust scheme or authorised contractual scheme. Page 29 of 351

FCA 2024/23 Annex B UK Listing Rules sourcebook (UKLR) In this Annex all text is new and is not underlined. Insert the following new sourcebook, UK Listing Rules sourcebook (UKLR). 1 Preliminary: all securities 1.1 Introduction Application 1.1.1 R UKLR applies as follows: (1) all of UKLR (other than UKLR 24) applies to an issuer; and (2) UKLR 1 and UKLR 24 apply to a sponsor and a person applying for approval as a sponsor. [Note: The following table provides a general indication of which chapters in UKLR are relevant to applicants, issuers, listed companies, sponsors and persons applying to be sponsors. The table does not provide definitive guidance as to the provisions which will be relevant to a particular person, nor does it take account of exceptions that may apply in respect of particular persons.] UKLR 1 – Preliminary: all securities Applies to all issuers, sponsors and persons applying for approval as a sponsor. UKLR 2 – Listing Principles Applies to all listed companies. UKLR 3 – Requirements for listing: all securities Applies to all applicants for admission to listing unless a rule is specified only to apply to a particular type of applicant or security. UKLR 4 – Sponsors: responsibilities of issuers Applies to issuers with a listing and applicants for admission to listing in the equity shares (commercial companies) category, the closed￾ended investment funds category or the equity shares (shell companies) category. UKLR 5 – Equity shares (commercial companies): Applies to applicants for admission to listing in the equity shares (commercial companies) category. Page 30 of 351

FCA 2024/23 requirements for admission to listing UKLR 6 – Equity shares (commercial companies): continuing obligations Applies to companies with a listing in the equity shares (commercial companies) category. UKLR 7 – Equity shares (commercial companies): significant transactions and reverse takeovers Applies to companies with a listing in the equity shares (commercial companies) category. UKLR 8 – Equity shares (commercial companies): related party transactions Applies to companies with a listing in the equity shares (commercial companies) category. UKLR 9 – Equity shares (commercial companies): further issuances, dealing in own securities and treasury shares Applies to companies with a listing in the equity shares (commercial companies) category. UKLR 10 – Equity shares (commercial companies): contents of circulars Applies to companies with a listing in the equity shares (commercial companies) category. UKLR 11 – Closed-ended Applies to issuers with a listing and investment funds: requirements for applicants for admission to listing listing and continuing obligations in the closed-ended investment funds category. UKLR 12 – Open-ended investment Applies to issuers with a listing and companies: requirements for listing applicants for admission to listing and continuing obligations in the open-ended investment companies category. UKLR 13 – Equity shares (shell Applies to issuers with a listing and companies): requirements for applicants for admission to listing listing and continuing obligations in the equity shares (shell companies) category. UKLR 14 – Equity shares Applies to issuers with a listing and (international commercial applicants for admission to listing companies secondary listing): in the equity shares (international requirements for listing and commercial companies secondary continuing obligations listing) category. UKLR 15 – Certificates representing certain securities (depositary receipts): requirements for listing and continuing obligations Applies to issuers with a listing and applicants for admission to listing in the certificates representing certain securities category. Page 31 of 351

FCA 2024/23 UKLR 16 – Non-equity shares and non-voting equity shares: requirements for listing and continuing obligations Applies to issuers with a listing and applicants for admission to listing in the non-equity shares and non￾voting equity shares category. UKLR 17 – Debt and debt-like securities: continuing obligations Applies to issuers with a listing in the debt and debt-like securities category. UKLR 18 – Securitised derivatives: requirements for listing and continuing obligations Applies to issuers with a listing and applicants for admission to listing in the securitised derivatives category. UKLR 19 – Warrants, options and other miscellaneous securities: continuing obligations Applies to issuers with a listing in the warrants, options and other miscellaneous securities category. UKLR 20 – Admission to listing: processes and procedures Applies to applicants for admission to listing. UKLR 21 – Suspending, cancelling and restoring listing and transfer between listing categories: all securities Applies to all issuers. UKLR 22 – Equity shares (transition): continuing obligations Applies to companies with a listing in the equity shares (transition) category. UKLR 23 – Listing particulars for professional securities market and certain other securities: all securities Applies to applicants for admission to listing which are required to prepare listing particulars. UKLR 24 – Sponsors Applies to sponsors and persons applying for approval as a sponsor. [Note: Other parts of the Handbook that may also be relevant to issuers or sponsors include the Disclosure Guidance and Transparency Rules sourcebook (DTR), the Prospectus Regulation Rules sourcebook (PRR), the Conduct of Business sourcebook (COBS), the Decision Procedure and Penalties manual (DEPP), Chapter 9 of the Supervision manual (SUP) and General Provisions (GEN). The Enforcement Guide (EG) may also be relevant to issuers or sponsors.] Modifying rules and consulting the FCA Page 32 of 351 1.2

FCA 2024/23 Modifying or dispensing with rules 1.2.1 R (1) The FCA may dispense with or modify the listing rules in such cases and by reference to such circumstances as it considers appropriate (subject to the Act). (2) A dispensation or modification may be either unconditional or subject to specified conditions. (3) If an issuer or sponsor has applied for, or been granted, a dispensation or modification, it must notify the FCA immediately it becomes aware of any matter which is material to the relevance or appropriateness of the dispensation or modification. (4) The FCA may revoke or modify a dispensation or modification. 1.2.2 R (1) An application to the FCA to dispense with or modify a listing rule must be in writing. (2) The application must: (a) contain a clear explanation of why the dispensation or modification is requested; (b) include details of any special requirements – for example, the date by which the dispensation or modification is required; (c) contain all relevant information that should reasonably be brought to the FCA’s attention; (d) contain any statement or information that is required by the listing rules to be included for a specific type of dispensation or modification; and (e) include copies of all documents relevant to the application. 1.2.3 G An application to dispense with or modify a listing rule should ordinarily be made: (1) for a listing rule that is a continuing obligation, at least 5 business days before the proposed dispensation or modification is to take effect; and (2) for any other listing rule, at least 10 business days before the proposed dispensation or modification is to take effect. Early consultation with the FCA 1.2.4 G An issuer or sponsor should consult with the FCA at the earliest possible stage if it: Page 33 of 351

FCA 2024/23 (1) is in doubt about how the listing rules apply in a particular situation; or (2) considers that it may be necessary for the FCA to dispense with or modify a listing rule. 1.2.5 G Where a listing rule refers to consultation with the FCA, submissions should be made in writing other than in circumstances of exceptional urgency or in the case of a submission from a sponsor in relation to the provision of a sponsor service. Address for correspondence The Financial Conduct Authority 12 Endeavour Square London, E20 1JN Tel: 020 7066 8333 [Note: https://www.fca.org.uk/markets/primary-markets/contact/request￾individual-guidance] 1.3 Information gathering and publication Information gathering 1.3.1 R An issuer must provide to the FCA as soon as possible: (1) any information and explanations that the FCA may reasonably require to decide whether to grant an application for admission; (2) any information that the FCA considers appropriate to protect investors or ensure the smooth operation of the market; and (3) any other information or explanation that the FCA may reasonably require to verify whether listing rules, disclosure requirements, transparency rules and corporate governance rules are being and have been complied with. The FCA may require issuer to publish information 1.3.2 R (1) The FCA may, at any time, require an issuer to publish such information in such form and within such time limits as it considers appropriate to protect investors or to ensure the smooth operation of the market. Page 34 of 351

FCA 2024/23 (2) If an issuer fails to comply with a requirement under (1), the FCA may itself publish the information (after giving the issuer an opportunity to make representations as to why it should not be published). Misleading information not to be published 1.3.3 R An issuer must take reasonable care to ensure that any information it notifies to a RIS or makes available through the FCA is not misleading, false or deceptive and does not omit anything likely to affect the import of the information. Notification when a RIS is not open for business 1.3.4 R If an issuer is required to notify information to a RIS at a time when a RIS is not open for business, it must distribute the information as soon as possible to: (1) not less than 2 national newspapers in the United Kingdom; (2) 2 newswire services operating in the United Kingdom; and (3) a RIS for release as soon as it opens. Key persons contact details 1.3.5 R (1) An issuer must ensure that the FCA is provided, at all times, with up-to-date contact details of at least 2 of its executive directors (or, where the issuer has no executive directors, at least 2 of its directors), including their name, business telephone number and business email address. Where the issuer has only 1 executive director or has only 1 director, then the issuer must ensure the FCA is provided with the details of this director. (2) The issuer must notify the FCA of any changes to the contact details under (1) as soon as possible. 1.3.6 G The directors whose contact details are provided under UKLR 1.3.5R will be expected to be key persons who are able to assist the FCA regarding matters that require an urgent response. Service of notices 1.3.7 R An issuer must ensure that the FCA is provided, at all times, with up-to￾date contact details of a nominated person at the issuer, including their address for the purposes of receiving service of relevant documents. 1.3.8 R The address referred to in UKLR 1.3.7R must be: (1) an email address where the issuer provides written consent to receive service of relevant documents by email; or Page 35 of 351

FCA 2024/23 (2) a postal address in the UK where written consent to email service mentioned in (1) above is not given. [Note: There are additional requirements to provide first point of contact details set out in UKLR 6.2.19R including as applied by UKLR 11.4.1R, UKLR 12.3.6R, UKLR 13.3.11R, UKLR 14.3.8R, UKLR 16.3.7R and UKLR 22.2.8R.] 1.4 Miscellaneous Appointment of sponsors 1.4.1 R (1) If it appears to the FCA that there is, or there may be, a breach of the listing rules, the disclosure requirements or the transparency rules by an issuer with a listing of shares in: (a) the equity shares (commercial companies) category; (b) the closed-ended investment funds category; or (c) the equity shares (shell companies) category, the FCA may in writing require the issuer to appoint a sponsor to advise the issuer on the application of the listing rules, the disclosure requirements and the transparency rules. (2) If required to do so under (1), an issuer must, as soon as practicable, appoint a sponsor to advise it on the application of the listing rules, the disclosure requirements and the transparency rules. [Note: UKLR 4.2 sets out the various circumstances in which an issuer must appoint, or obtain guidance from, a sponsor.] Overseas companies 1.4.2 R If a listing rule refers to a requirement in legislation applicable to a listed company incorporated in the United Kingdom, a listed overseas company must comply with the requirement so far as: (1) information available to it enables it to do so; and (2) compliance is not contrary to the law in its country of incorporation. 1.4.3 R A listed overseas company must, if required to do so by the FCA, provide the FCA with a letter from an independent legal adviser explaining why compliance with a requirement referred to in UKLR 1.4.2R is contrary to the law in its country of incorporation. English language Page 36 of 351

FCA 2024/23 1.4.4 R A document that is required under a listing rule to be filed, notified to a RIS, provided to the FCA or sent to security holders must be in English. Fees 1.4.5 G The provisions relating to periodic fees for issuers and sponsors are set out in FEES 1, 2 and 4. Electronic communication 1.4.6 G If the listing rules require an issuer to send documents to its security holders, the issuer may, in accordance with DTR 6.1.8R, use electronic means to send those documents. 1.4.7 R A reference to a copy (or copies) of a document in the listing rules includes a copy (or copies) of a document produced, recorded or stored using electronic means. Use of an RIS 1.4.8 R Where a listing rule requires an issuer subject to DTR 6.3.1R to use the services of a RIS, the issuer must comply with the provisions of DTR 6.3. 1.4.9 R Where a listing rule requires an issuer that is not subject to DTR 6.3.1R to use the services of a RIS, the issuer must comply with the provisions of DTR 6.3, except in relation to information which is required to be disclosed under articles 17 and 19 of the Market Abuse Regulation or the DTR. 1.5 Listing categories 1.5.1 R An issuer must comply with the rules that are applicable to every security in the category of listing which applies to each security the issuer has listed. The categories of listing are: (1) equity shares (commercial companies); (2) closed-ended investment funds; (3) open-ended investment companies; (4) equity shares (shell companies); (5) equity shares (international commercial companies secondary listing); (6) certificates representing certain securities; (7) non-equity shares and non-voting equity shares; (8) debt and debt-like securities; Page 37 of 351

FCA 2024/23 (9) securitised derivatives; (10) warrants, options and other miscellaneous securities; and (11) equity shares (transition). 1.5.2 R An issuer must inform the FCA if the characteristics of a security change so that the security no longer meets the definition of a security in the category in which it has been placed. Misleading statements about status 1.5.3 R An issuer that has securities listed in a particular listing category must not describe itself or hold itself out (in whatever terms) as being listed in a different listing category from the one in which those securities are listed. An issuer must not make any representation which suggests, or which is reasonably likely to be understood as suggesting, that it has a listing in a different listing category or complies, or is required to comply, with the requirements that apply to a different listing category from the one in which its securities are listed. 2 Listing Principles 2.1 Application and purpose Application 2.1.1 R The Listing Principles in UKLR 2.2.1R apply to every listed company in respect of all its obligations arising from the listing rules, disclosure requirements, transparency rules and corporate governance rules. 2.1.2 G This chapter is also relevant to applicants in relation to the confirmation in respect of procedures, systems and controls required by UKLR 20.3.1R. [Note: The Procedures, Systems and Controls Confirmation Form can be found on the Primary Markets section of the FCA’s website.] Purpose 2.1.3 G The purpose of the Listing Principles is to ensure that listed companies pay due regard to the fundamental role they play in maintaining market confidence and ensuring fair and orderly markets. 2.1.4 G The Listing Principles are designed to assist listed companies in identifying their obligations and responsibilities under the listing rules, disclosure requirements, transparency rules and corporate governance rules. The Listing Principles should be interpreted together with relevant rules and guidance which underpin the Listing Principles. 2.1.5 G DEPP 6 (Penalties) and EG 7 set out guidance on the consequences of breaching a Listing Principle. Page 38 of 351

FCA 2024/23 2.2 The Listing Principles 2.2.1 R The Listing Principles are as follows: Listing Principle 1 A listed company must take reasonable steps to establish and maintain adequate procedures, systems and controls to enable it to comply with its obligations. Listing Principle 2 A listed company must deal with the FCA in an open and cooperative manner. Listing Principle 3 A listed company must take reasonable steps to enable its directors to understand their responsibilities and obligations as directors. Listing Principle 4 A listed company must act with integrity towards the holders and potential holders of its listed securities. Listing Principle 5 A listed company must ensure that it treats all holders of the same class of its listed securities that are in the same position equally in respect of the rights attaching to those listed securities. Listing Principle 6 A listed company must communicate information to holders and potential holders of its listed securities in such a way as to avoid the creation or continuation of a false market in those listed securities. Guidance on the Listing Principles 2.2.2 G Listing Principle 1 is intended to ensure that listed companies have adequate procedures, systems and controls to enable them to comply with their obligations under the listing rules, disclosure requirements, transparency rules and corporate governance rules. In particular, the FCA considers that listed companies should place particular emphasis on ensuring that they have adequate procedures, systems and controls in relation to, where applicable: (1) identifying whether any obligations arise under UKLR 7 (Equity shares (commercial companies): significant transactions and reverse takeovers) and UKLR 8 (Equity shares (commercial companies): related party transactions); (2) the timely and accurate disclosure of information to the market; and (3) the provision of information to the FCA in accordance with UKLR 1.3.1R and to their sponsor in accordance with UKLR 4.5.1R. Page 39 of 351

FCA 2024/23 2.2.3 G For the purposes of Listing Principle 1, directors should take reasonable steps to ensure that adequate governance arrangements are established and maintained at all times to enable the listed company to comply with Listing Principle 1. 2.2.4 G Timely and accurate disclosure of information to the market is a key obligation of listed companies. For the purposes of Listing Principle 1, a listed company should have adequate procedures, systems and controls to be able to: (1) ensure that it can properly identify information which requires disclosure under the listing rules, disclosure requirements, transparency rules or corporate governance rules in a timely manner; and (2) ensure that any information identified under (1) is properly considered by the directors and that such a consideration encompasses whether the information should be disclosed. 2.2.5 G For the purposes of Listing Principle 1, a listed company should have adequate procedures, systems and controls to be able to: (1) explain to the FCA where information is held and how it can be accessed (regardless of whether the information is held in the UK or overseas); and (2) access easily from the UK information that may be held outside the UK. 2.2.6 G For the purposes of Listing Principle 2: (1) a listed company should take reasonable steps to ensure that its directors deal with the FCA in an open and cooperative manner; and (2) the FCA expects the directors of the listed company to deal with the FCA in an open and cooperative manner, including when responding to requests for information and attending interviews with the FCA. 3 Requirements for listing: all securities 3.1 Preliminary Application 3.1.1 R This chapter applies to all applicants for admission to listing (unless a rule is specified only to apply to a particular type of applicant or security). Refusal of applications Page 40 of 351

FCA 2024/23 3.1.2 G Under the Act, the FCA may not grant an application for admission unless it is satisfied that: (1) the requirements of the listing rules are complied with; and (2) any special requirement (see UKLR 3.1.4R) is complied with. 3.1.3 G Under the Act, the FCA may also refuse an application for admission if it considers that: (1) admission of the securities would be detrimental to investors’ interests; or (2) for securities already listed in a third country, the issuer has failed to comply with any obligations under that listing. Special requirements 3.1.4 R (1) The FCA may make the admission of securities subject to any special requirement that it considers appropriate to protect investors. (2) The FCA must explicitly inform the issuer of any special requirement that it imposes. No conditional admission 3.1.5 G The FCA is not able to make the admission of securities conditional on any event. The FCA may, in particular cases, seek confirmation from an issuer before the admission of securities that the admission does not purport to be conditional on any matter. 3.2 Requirements for all securities Incorporation 3.2.1 R An applicant (other than a public sector issuer) must be: (1) duly incorporated or otherwise validly established according to the relevant laws of its place of incorporation or establishment; and (2) operating in conformity with its constitution. Validity 3.2.2 R To be listed, securities must: (1) conform with the law of the applicant’s place of incorporation; (2) be duly authorised according to the requirements of the applicant’s constitution; and Page 41 of 351

FCA 2024/23 (3) have any necessary statutory or other consents. Admission to trading 3.2.3 R Other than in regard to securities to which UKLR 23 applies, to be listed, equity shares must be admitted to trading on a regulated market for listed securities. All other securities must be admitted to trading on a RIE’s market for listed securities. Transferability 3.2.4 R (1) To be listed, securities must be freely transferable. (2) To be listed, shares must be fully paid and free from all liens and from any restriction on the right of transfer (except any restriction imposed for failure to comply with a notice under section 793 of the Companies Act 2006 (Notice by company requiring information about interests in its shares)). 3.2.5 G The FCA may modify UKLR 3.2.4R to allow partly paid securities to be listed if it is satisfied that their transferability is not restricted and investors have been provided with appropriate information to enable dealings in the securities to take place on an open and proper basis. 3.2.6 G The FCA may, in exceptional circumstances, modify or dispense with UKLR 3.2.4R where the applicant has the power to disapprove the transfer of shares if the FCA is satisfied that this power would not disturb the market in those shares. Market capitalisation 3.2.7 R (1) The expected aggregate market value of all securities (excluding treasury shares and shares of a closed-ended investment fund or open-ended investment company) to be listed must be at least: (a) £30 million for shares; and (b) £200,000 for debt securities. (2) The expected aggregate market value of shares of a closed-ended investment fund or open-ended investment company to be listed must be at least £700,000. (3) Paragraph (1) does not apply to tap issues where the amount of the debt securities is not fixed. (4) Paragraphs (1) and (2) do not apply if securities of the same class are already listed. Page 42 of 351

FCA 2024/23 3.2.8 G The FCA may modify UKLR 3.2.7R to admit securities of a lower value if it is satisfied that there will be an adequate market for the securities concerned. Whole class to be listed 3.2.9 R An application for listing of securities of any class must: (1) if no securities of that class are already listed, relate to all securities of that class, issued or proposed to be issued; or (2) if securities of that class are already listed, relate to all further securities of that class, issued or proposed to be issued. Prospectus 3.2.10 R (1) This rule applies if: (a) a prospectus must be approved and published for the securities; or (b) the applicant is permitted and elects to draw up a prospectus for the securities. (2) To be listed, a prospectus must have been approved by the FCA and published in relation to the securities. Listing particulars 3.2.11 R (1) This rule applies if, under UKLR 23, listing particulars must be approved and published for securities. (2) To be listed, listing particulars for the securities must have been approved by the FCA and published in accordance with UKLR 23. Convertible securities and miscellaneous securities carrying the right to buy or subscribe for other securities 3.2.12 R Convertible securities and miscellaneous securities giving the holder the right to buy or subscribe for other securities may be admitted to listing only if the securities into which they are convertible or over which they give a right to buy or subscribe are already, or will become at the same time: (1) listed securities; or (2) securities listed on a regulated, regularly operating, recognised open market. Page 43 of 351

FCA 2024/23 3.2.13 G The FCA may dispense with UKLR 3.2.12R if it is satisfied that holders of the convertible securities have at their disposal all the information necessary to form an opinion about the value of the underlying securities. 4 Sponsors: responsibilities of issuers 4.1 Application 4.1.1 R This chapter applies to all issuers with a listing of equity shares in, or applying for admission of equity shares to, the equity shares (commercial companies) category, the closed-ended investment funds category or the equity shares (shell companies) category. 4.2 When a sponsor must be appointed or its guidance obtained When a sponsor must be appointed 4.2.1 R An issuer with a listing of equity shares in, or applying for admission of its equity shares to, the equity shares (commercial companies) category, the closed-ended investment funds category for the equity shares (shell companies) category must appoint a sponsor on each occasion that the issuer: (1) is required to submit any of the following documents to the FCA in connection with an application for admission of equity shares to the equity shares (commercial companies) category, the closed￾ended investment funds category or the equity shares (shell companies) category: (a) a prospectus or supplementary prospectus; (b) a summary document as required by article 1(5)(j) of the Prospectus Regulation; or (c) for an issuer that is a closed-ended investment fund, listing particulars or supplementary listing particulars; (2) is required to publish a document under article 1(4)(f) or (g) or (5)(e) or (f) of the Prospectus Regulation; (3) is required to submit to the FCA a reverse takeover circular for approval; (4) is required by UKLR 11 (Closed-ended investment funds: requirements for listing and continuing obligations) to submit to the FCA a relevant related party transaction circular for approval; (5) is required to do so by the FCA because it appears to the FCA that there is, or there may be, a breach of the listing rules, the disclosure requirements or the transparency rules by the listed issuer; Page 44 of 351

FCA 2024/23 (6) is required by UKLR 8.2.1R(3) (including as modified by UKLR 11.5.4R) to obtain a confirmation that the terms of a proposed transaction or arrangement with a related party are fair and reasonable; (7) is required by the FCA to have a sponsor submit a letter to the FCA setting out how the applicant satisfies the criteria in UKLR 3 and, if applicable, UKLR 5, UKLR 11 or UKLR 13; (8) is required to procure that a sponsor contact the FCA as specified in UKLR 13.4, including so that the sponsor provides any requested confirmation; or (9) is required to procure that a sponsor submits to the FCA a letter in relation to the issuer’s eligibility in connection with a reverse takeover under UKLR 7.5.13G(2). 4.2.2 R An issuer must appoint a sponsor where it applies to transfer its category of listing from: (1) a listing in the equity shares (commercial companies) category to a listing in the closed-ended investment funds category; (2) a listing in the equity shares (commercial companies) category to a listing in the equity shares (shell companies) category; (3) a listing in the closed-ended investment funds category to a listing in the equity shares (commercial companies) category; (4) a listing in the open-ended investment companies category to a listing in the equity shares (commercial companies) category; (5) a listing in the equity shares (international commercial companies secondary listing) category to a listing in the equity shares (commercial companies) category; (6) a listing in the equity shares (international commercial companies secondary listing) category to a listing in the equity shares (shell companies) category; (7) a listing in the equity shares (international commercial companies secondary listing) category to a listing in the closed-ended investment funds category; (8) a listing in the equity shares (transition) category to a listing in the equity shares (commercial companies) category; (9) a listing in the equity shares (transition) category to a listing in the equity shares (shell companies) category; or Page 45 of 351

FCA 2024/23 (10) a listing in the equity shares (transition) category to a listing in the closed-ended investment funds category. 4.2.3 R An issuer with equity shares admitted to the equity shares (commercial companies) category or the closed-ended investment funds category must appoint a sponsor where it proposes to make a request to the FCA to modify, waive or substitute the operation of UKLR 7, UKLR 8 or UKLR 11. 4.2.4 R An issuer with a listing of equity shares in the equity shares (commercial companies) category or the closed-ended investment funds category must appoint a sponsor where it proposes to make a request to the FCA for individual guidance in relation to the listing rules, the disclosure requirements or the transparency rules in connection with a matter referred to in UKLR 7, UKLR 8 or UKLR 11. 4.2.5 G If an issuer with a listing of equity shares in, or applying for admission of its equity shares to, the equity shares (commercial companies) category, the closed-ended investment funds category or the equity shares (shell companies) category wishes to seek individual guidance about a matter that is, or will be, the subject of a sponsor service, the FCA expects to discuss all matters relating to a sponsor service directly with a sponsor. However, in appropriate circumstances, the FCA will communicate directly with the issuer or its advisers. Other transactions where an issuer must obtain a sponsor’s guidance 4.2.6 R If an issuer with a listing of equity shares in the equity shares (commercial companies) category, the closed-ended investment funds category or the equity shares (shell companies) category is proposing to enter into a transaction which, due to its size or nature, could amount to a reverse takeover or an initial transaction, it must obtain the guidance of a sponsor to assess the application of the listing rules, the disclosure requirements and the transparency rules. 4.3 Notifications to FCA 4.3.1 R A listed issuer or applicant must ensure the FCA is informed promptly of the name and contact details of any sponsor appointed in accordance with the listing rules (either by the listed issuer or applicant, or by the sponsor itself). 4.3.2 R (1) A listed issuer or applicant must notify the FCA, in writing, immediately of the resignation or dismissal of any sponsor that it had appointed. (2) In the case of a dismissal, the reasons for the dismissal must be included in the notification. (3) The notification must be copied to the sponsor. Page 46 of 351

FCA 2024/23 4.4 Issuer appoints more than one sponsor 4.4.1 R Where a listed issuer or applicant appoints more than one sponsor to provide a sponsor service, the listed issuer or applicant must: (1) ensure that one sponsor takes responsibility for contact with the FCA in respect of administrative arrangements for the sponsor service; and (2) inform the FCA promptly, in writing, of the name and contact details of the sponsor taking responsibility under (1). 4.5 Cooperation with sponsors 4.5.1 R In relation to the provision of a sponsor service, an issuer with a listing of equity shares in, or applying for admission of its equity shares to, the equity shares (commercial companies) category, the closed-ended investment funds category or the equity shares (shell companies) category must cooperate with its sponsor by providing the sponsor with all information reasonably requested by the sponsor for the purpose of carrying out the sponsor service in accordance with UKLR 24. 4.5.2 G (1) The role of a sponsor – including to provide the FCA with assurances, explanations and confirmations relating to compliance with the listing rules by issuers with a listing of equity shares, or applying for admission of equity shares, and to provide guidance to issuers with a listing of equity shares, or applying for admission of equity shares, in understanding and meeting their responsibilities under the listing rules, disclosure requirements and transparency rules – is set out in UKLR 24.2 and UKLR 24.3. (2) The assurances, explanations and confirmations in (1) may relate to shareholder approvals obtained, or other work undertaken, by an issuer before the appointment of a sponsor in relation to a particular transaction. Therefore, an issuer with a listing of equity shares, or applying for admission of its equity shares, to the equity shares (commercial companies) category, the closed-ended investment funds category or the equity shares (shell companies) category is encouraged to engage with a sponsor at the earliest possible stage if it is in doubt about the application of the listing rules, the disclosure requirements or the transparency rules to a particular matter. 5 Equity shares (commercial companies): requirements for admission to listing 5.1 Application Page 47 of 351

FCA 2024/23 5.1.1 R This chapter applies to an applicant for the admission of equity shares other than those of: (1) a closed-ended investment fund; (2) an open-ended investment company; (3) a shell company; or (4) an investment entity that is not a closed-ended investment fund or an open-ended investment company. 5.1.2 R This chapter applies to an applicant for the admission of equity shares to the equity shares (commercial companies) category except where: (1) the applicant meets the following conditions: (a) it has an existing listing in the equity shares (commercial companies) category; (b) it is applying for the admission of equity shares of the same class as the shares that have been admitted to the equity shares (commercial companies) category; and (c) it is not entering into a transaction classified as a reverse takeover; or (2) the following conditions are met: (a) a company has an existing listing in the equity shares (commercial companies) category; (b) the applicant is a new holding company of the company in (2)(a); and (c) the company in (2)(a) is not entering into a transaction classified as a reverse takeover. 5.2 Externally managed companies 5.2.1 R An applicant must satisfy the FCA that: (1) the discretion of its board to make strategic decisions on behalf of the applicant has not been limited or transferred to a person outside the applicant’s group; and (2) its board has the capability to act on key strategic matters in the absence of a recommendation from a person outside the applicant’s group. 5.2.2 G In considering whether an applicant has satisfied UKLR 5.2.1R, the FCA will consider, among other things, whether the applicant’s board consists Page 48 of 351

FCA 2024/23 solely of non-executive directors and whether significant elements of the strategic decision-making of or planning for the applicant take place outside the applicant’s group – for example, with an external management company. 5.3 Controlling shareholders 5.3.1 R An applicant with a controlling shareholder must demonstrate that, despite having a controlling shareholder, the applicant is able to carry on the business it carries on as its main activity independently from such controlling shareholder at all times. 5.3.2 G Factors which may indicate that an applicant does not satisfy the requirement in UKLR 5.3.1R include: (1) an applicant has granted or may be required to grant security over its business in connection with the funding of a controlling shareholder or a member of a controlling shareholder’s group; or (2) an applicant cannot demonstrate that it has access to financing other than from a controlling shareholder (or an associate thereof). 5.3.3 R Where: (1) an applicant is a sovereign controlled commercial company; and (2) the State which is a sovereign controlling shareholder is either: (a) recognised by the government of the UK as a State at the time the application is made; or (b) the UK, references to a controlling shareholder must be read as excluding a sovereign controlling shareholder in, or for the purposes of, UKLR 5.3.1R to UKLR 5.3.2G. 5.4 Constitutional arrangements 5.4.1 R An applicant must have in place a constitution that allows it to comply with the listing rules – in particular: (1) UKLR 6.2.27R to vote on matters that must be decided by a resolution of the holders of the listed company’s equity shares that have been admitted to the equity shares (commercial companies) category; and (2) for an applicant with a controlling shareholder, UKLR 6.2.8R and UKLR 6.2.9R concerning the election and re-election of independent directors. Page 49 of 351

FCA 2024/23 5.4.2 R An applicant must have in place a constitution which ensures that all equity shares in a class that has been admitted to the equity shares (commercial companies) category carry an equal number of votes on any shareholder vote. 5.4.3 R Where the applicant will have more than one class of equity shares admitted to the equity shares (commercial companies) category, the aggregate voting rights of the equity shares in each class should be broadly proportionate to the relative interests of those classes in the equity of the listed company. 5.4.4 G In assessing whether the voting rights attaching to different classes of listed equity shares are proportionate for the purposes of UKLR 5.4.3R, the FCA will have regard to the following non-exhaustive list of factors: (1) the extent to which the rights of the classes differ other than their voting rights – for example, with regard to dividend rights or entitlement to any surplus capital on winding up; (2) the extent of dispersion and relative liquidity of the classes; and/or (3) the commercial rationale for the difference in the rights. 5.4.5 R Where the applicant will have specified weighted voting rights shares in issue following admission, the applicant must have in place, on the first occasion the applicant makes an application for the admission of equity shares to the equity shares (commercial companies) category, a constitution which ensures that all of the following conditions are met: (1) The specified weighted voting rights shares may only be issued to a person who, on the first occasion the applicant makes an application for the admission of equity shares to the equity shares (commercial companies) category, was: (a) a director of the applicant; (b) an investor in, or shareholder of, the applicant; (c) an employee of the applicant; (d) a person established for the sole benefit of, or solely owned and controlled by, a person specified in (a), (b) or (c); or (e) where the applicant is a sovereign controlled commercial company, a sovereign controlling shareholder. (2) (a) The voting rights attached to the specified weighted voting rights shares issued to a person specified in (b) in accordance with (1) may only count towards shareholder votes for a period of 10 years beginning with the date on Page 50 of 351

FCA 2024/23 which the issuer first had a class of shares admitted to listing. (b) A person specified for the purposes of (a) is an investor in, or shareholder of, the applicant which is not a natural person, except for: (i) a person established for the sole benefit of, or solely owned and controlled by, a person who is a natural person; and (ii) a sovereign controlling shareholder. (3) The voting rights attached to specified weighted voting rights shares issued in accordance with (1) may not be transferred except to a person established for the sole benefit of, or solely owned and controlled by, a person specified in (1)(a), (b) or (c) to whom such specified weighted voting rights shares were issued. (4) The holders of the specified weighted voting rights shares cannot exercise the voting rights attached to specified weighted voting rights shares on the shareholder votes referred to in UKLR 6.2.27R(1). 5.4.6 G UKLR 5.4.5R(1)(d) and UKLR 5.4.5R(3) are intended to enable specified weighted voting rights shares to be held or transferred for the purpose of obtaining or maintaining favourable treatment of the specified weighted voting rights shares, including to take account of local tax, exchange control or securities laws in overseas territories. Pre-emption rights 5.4.7 R If the law of the country of its incorporation does not confer on shareholders rights which are at least equivalent to UKLR 9.2.1R, an overseas company applying for a listing in the equity shares (commercial companies) category must: (1) ensure that its constitution provides for rights which are at least equivalent to the rights provided in UKLR 9.2.1R (as qualified by UKLR 9.2.2R); and (2) be satisfied that conferring such rights would not be incompatible with the law of the country of its incorporation. 5.5 Shares in public hands 5.5.1 R Where an applicant is applying for the admission of a class of equity shares to listing in the equity shares (commercial companies) category, a sufficient number of shares of that class must, no later than the time of admission, be distributed to the public. Page 51 of 351

FCA 2024/23 5.5.2 R For the purposes of UKLR 5.5.1R: (1) a sufficient number of shares will be taken to have been distributed to the public when 10% of the shares for which application for admission has been made are in public hands; and (2) treasury shares are not to be taken into consideration when calculating the number of shares of the class. 5.5.3 R For the purposes of UKLR 5.5.1R and UKLR 5.5.2R, shares are not held in public hands if they are: (1) held, directly or indirectly, by: (a) a director of the applicant or of any of its subsidiary undertakings; (b) a person connected with a director of the applicant or of any of its subsidiary undertakings; (c) the trustees of any employees’ share scheme or pension fund established for the benefit of any directors and employees of the applicant and its subsidiary undertakings; (d) any person who, under any agreement, has a right to nominate a person to the board of directors of the applicant; or (e) any person or persons in the same group or persons acting in concert who have an interest in 5% or more of the shares of the relevant class; or (2) subject to a lock-up period of more than 180 calendar days. 5.5.4 G When calculating the number of shares for the purposes of UKLR 5.5.3R(1)(e), holdings of investment managers in the same group will be disregarded where: (1) investment decisions are made independently by the individual in control of the relevant fund; and (2) those decisions are unfettered by the group to which the investment manager belongs. 5.6 Shares of a third country company 5.6.1 R The FCA will not admit shares of an applicant incorporated in a third country that are not listed either in its country of incorporation or in the country in which a majority of its shares are held, unless the FCA is satisfied that the absence of the listing is not due to the need to protect investors. Page 52 of 351

FCA 2024/23 6 Equity shares (commercial companies): continuing obligations 6.1 Preliminary Application 6.1.1 R This chapter applies to a company that has a listing of equity shares in the equity shares (commercial companies) category. 6.2 Requirements with continuing application Admission to trading 6.2.1 R A listed company must comply with UKLR 3.2.3R at all times. 6.2.2 R A listed company must inform the FCA in writing as soon as possible if it has: (1) requested a RIE to admit or re-admit any of its listed equity shares to trading; (2) requested a RIE to cancel or suspend trading of any of its listed equity shares; or (3) been informed by a RIE that trading of any of its listed equity shares will be cancelled or suspended. Controlling shareholders 6.2.3 R A listed company with a controlling shareholder must be able to carry on the business it carries on as its main activity independently from such controlling shareholder at all times. 6.2.4 G UKLR 5.3.2G provides guidance on factors that may indicate that a listed company with a controlling shareholder is not carrying on the business it carries on as its main activity independently from a controlling shareholder. 6.2.5 R Where a listed company has a controlling shareholder, it must have in place at all times a constitution that allows the election and re-election of independent directors to be conducted in accordance with UKLR 6.2.8R and UKLR 6.2.9R. 6.2.6 R (1) This rule applies where a person becomes a controlling shareholder of a listed company which did not previously have a controlling shareholder, as a result of changes in ownership or control of the listed company. (2) Where this rule applies, the listed company has until the date of the next annual general meeting of the listed company, other than an annual general meeting for which notice: Page 53 of 351

FCA 2024/23 (a) has already been given; or (b) is given within a period of 3 months from the event that resulted in that person becoming a controlling shareholder, to comply with UKLR 6.2.5R. 6.2.7 G In complying with UKLR 6.2.5R, a listed company may allow an existing independent director who is being proposed for re-election (including any such director who was appointed by the board of the listed company until the next annual general meeting) to remain in office until any resolution required by UKLR 6.2.9R has been voted on. 6.2.8 R Where UKLR 6.2.5R applies, the election or re-election of any independent director by shareholders must be approved by: (1) the shareholders of the listed company; and (2) the independent shareholders of the listed company. 6.2.9 R Where UKLR 6.2.8R applies, if the election or re-election of an independent director is not approved by both the shareholders and the independent shareholders of the listed company, but the listed company wishes to propose that person for election or re-election as an independent director, the listed company must propose a further resolution to elect or re-elect the proposed independent director which: (1) must not be voted on within a period of 90 days from the date of the original vote; (2) must be voted on within a period of 30 days from the end of the period set out in (1); and (3) must be approved by the shareholders of the listed company. Statements by directors in relation to a shareholder resolution 6.2.10 R Where: (1) a listed company has a controlling shareholder; and (2) the controlling shareholder or any of its associates proposes or procures the proposal of a shareholder resolution which a director considers is intended or appears to be intended to circumvent the proper application of the listing rules, the circular accompanying the notice of meeting which contains the relevant shareholder resolution must set out a statement by the board of the director’s opinion in respect of the resolution. Page 54 of 351

FCA 2024/23 Compliance with the disclosure requirements, transparency rules and corporate governance rules 6.2.11 G A listed company whose equity shares are admitted to trading on a regulated market should consider its obligations under the disclosure requirements. 6.2.12 R A listed company that is not already required to comply with the obligations referred to under article 17 of the Market Abuse Regulation must comply with those obligations as if it were an issuer for the purposes of the disclosure requirements and transparency rules subject to article 22 of the Market Abuse Regulation. 6.2.13 G A listed company whose equity shares are admitted to trading on a regulated market should consider its obligations under DTR 4 (Periodic Financial Reporting), DTR 5 (Vote Holder and Issuer Notification Rules), DTR 6 (Continuing obligations and access to information) and DTR 7 (Corporate governance). 6.2.14 R A listed company that is not already required to comply with the transparency rules must comply with DTR 4, DTR 5 and DTR 6 as if it were an issuer for the purposes of the transparency rules. Disclosure of rights attached to equity shares 6.2.15 R Unless exempted in UKLR 6.2.18R, a listed company must: (1) forward to the FCA for publication a copy of one or more of the following: (a) the approved prospectus or listing particulars for its listed equity shares; (b) the relevant agreement or document setting out the terms and conditions on which its listed equity shares were issued; or (c) a document describing: (i) the rights attached to its listed equity shares; (ii) limitations on such rights; and (iii) the procedure for the exercise of such rights, produced in accordance with the relevant Annex of the Prospectus Regulation that would have applied had the listed company been required to produce a prospectus for those listed equity shares; and (2) if the information in relation to the rights attached to its listed equity shares set out in the document previously forwarded in Page 55 of 351

FCA 2024/23 accordance with (1) is no longer accurate, forward to the FCA for publication a copy of either of the following: (a) a new document in accordance with (1); or (b) a document describing or setting out the changes which have occurred in relation to the rights attached to the listed company’s listed equity shares. 6.2.16 R The documents in UKLR 6.2.15R must be forwarded to the FCA for publication by uploading them to the national storage mechanism. 6.2.17 G The purpose of UKLR 6.2.15R is to require listed companies to maintain publicly available information in relation to the rights attached to their listed equity shares so that investors can access such information. 6.2.18 R A listed company is exempt from UKLR 6.2.15R where: (1) it has previously forwarded to the FCA for publication, or otherwise filed with the FCA, a document specified in UKLR 6.2.15R(1); (2) if the information in relation to the rights attached to its listed equity shares set out in the document previously forwarded or filed in accordance with (1) is no longer accurate, it has forwarded to the FCA for publication, or otherwise filed with the FCA, a copy of either of the following: (a) one of the documents specified in UKLR 6.2.15R(1); or (b) a document describing or setting out the changes which have occurred in relation to the rights attached to the listed company’s listed equity shares; and (3) the documents in (1) and (2) have been forwarded to the FCA for publication, or otherwise filed with the FCA, by: (a) forwarding them for publication on a location previously identified on the FCA website where the public can inspect documents referred to in the listing rules as being documents to be made available at the document viewing facility; or (b) uploading them to the national storage mechanism. First point of contact details 6.2.19 R A listed company must ensure that the FCA is provided with up-to-date contact details of at least one appropriate person nominated by it to act as the first point of contact with the FCA in relation to the company’s Page 56 of 351

FCA 2024/23 compliance with the listing rules, the disclosure requirements and the transparency rules. 6.2.20 G The contact person referred to in UKLR 6.2.19R will be expected to be: (1) knowledgeable about the listed company and the listing rules applicable to it; (2) capable of ensuring that appropriate action is taken on a timely basis; and (3) contactable on business days between the hours of 7am and 7pm. Sponsors 6.2.21 G A listed company should consider its notification obligations under UKLR 4.3. Shares in public hands 6.2.22 R A listed company must comply with UKLR 5.5.1R to UKLR 5.5.3R at all times. Publication of unaudited financial information 6.2.23 R (1) This rule applies to a listed company that has published: (a) any unaudited financial information in a reverse takeover circular or a prospectus; or (b) any profit forecast or profit estimate. (2) The first time a listed company publishes financial information as required by DTR 4.1 after the publication of the unaudited financial information, profit forecast or profit estimate, it must: (a) reproduce that financial information, profit forecast or profit estimate in its next annual report and accounts; (b) produce and disclose in the annual report and accounts the actual figures for the same period covered by the information reproduced under paragraph (2)(a); and (c) provide an explanation of the difference, if there is a difference of 10% or more between the figures required by paragraph (2)(b) and those reproduced under paragraph (2)(a). 6.2.24 G UKLR 6.2.23R does not apply to: (1) pro forma financial information prepared in accordance with Annex 1 and Annex 2 of the PR Regulation; or Page 57 of 351

FCA 2024/23 (2) any preliminary statements of annual results or half-yearly or quarterly reports that are reproduced with the unaudited financial information. Externally managed companies 6.2.25 R An issuer must at all times ensure that the discretion of its board to make strategic decisions on behalf of the company has not been limited or transferred to a person outside the issuer’s group, and that the board has the capability to act on key strategic matters in the absence of a recommendation from a person outside the issuer’s group. Equal voting rights within a listed class 6.2.26 R A listed company must at all times maintain constitutional arrangements that comply with UKLR 5.4.2R. Voting on matters relevant to listing in the equity shares (commercial companies) category 6.2.27 R (1) Where the provisions of UKLR 9, UKLR 21.2 or UKLR 21.5 require a shareholder vote to be taken, that vote must be decided by a resolution of the holders of the listed company’s equity shares that have been admitted to the equity shares (commercial companies) category. (2) Where the provisions of UKLR 6.2.8R, UKLR 21.2.8R or UKLR 21.5.6R(3)(b)(ii) require that the resolution must in addition be approved by independent shareholders, only independent shareholders who hold the listed company’s equity shares that have been admitted to the equity shares (commercial companies) category can vote. 6.2.28 G The FCA may modify the operation of UKLR 6.2.27R in exceptional circumstances – for example, to accommodate the operation of: (1) special share arrangements designed to protect the national interest; (2) dual-listed company voting arrangements; and (3) voting rights attaching to preference shares or similar securities that are in arrears. Listed companies with more than one class admitted 6.2.29 R Where a listed company has more than one class of equity shares admitted to the equity shares (commercial companies) category, the aggregate voting rights of the equity shares in each class should be broadly proportionate to the relative interests of those classes in the equity of the listed company. Page 58 of 351

FCA 2024/23 6.2.30 G In assessing whether the voting rights attaching to different classes of listed equity shares are proportionate for the purposes of UKLR 6.2.29R, the FCA will have regard to the following non-exhaustive list of factors: (1) the extent to which the rights of the classes differ other than their voting rights – for example, with regard to dividend rights or entitlement to any surplus capital on winding up; (2) the extent of dispersion and relative liquidity of the classes; and/or (3) the commercial rationale for the difference in the rights. Listed companies with specified weighted voting rights shares in issue 6.2.31 R For so long as a listed company has specified weighted voting rights shares in issue, the listed company must at all times maintain constitutional arrangements that comply with UKLR 5.4.5R. 6.2.32 G The effect of UKLR 5.4.5R(4) and UKLR 6.2.27R(1) is that the voting rights attached to specified weighting voting rights shares may not count towards the shareholder votes referred to in UKLR 6.2.27R(1). 6.2.33 G The FCA may modify the operation of UKLR 6.2.31R in exceptional circumstances – for example, to accommodate the operation of: (1) special share arrangements designed to protect the national interest; (2) dual-listed company voting arrangements; and (3) voting rights attaching to preference shares or similar securities that are in arrears. Sovereign controlled commercial companies 6.2.34 R (1) Where: (a) a listed company is a sovereign controlled commercial company and: (i) has a sovereign controlling shareholder which was a controlling shareholder on the first occasion on which the company made an application for the admission of equity shares to the equity shares (commercial companies) category; (ii) has made a notification in accordance with UKLR 6.4.18R and UKLR 6.4.19R; or (iii) made an announcement in accordance with UKLR 21.5.7.R(2) and UKLR 21.5.10R when it transferred Page 59 of 351

FCA 2024/23 the listing of its equity shares to the equity shares (commercial companies) category; and (b) the sovereign controlling shareholder is either: (i) recognised by the government of the UK as a State; or (ii) the UK, references to controlling shareholder must be read as excluding a sovereign controlling shareholder in, or for the purposes of, the provisions set out in (2). (2) The provisions referred to in (1) are: (a) UKLR 6.2.3R; and (b) UKLR 6.2.4G. Notifications to the FCA: notifications regarding continuing obligations 6.2.35 R A listed company must notify the FCA without delay if it does not comply with any continuing obligation set out in UKLR 6.2.3R, UKLR 6.2.5R, UKLR 6.2.8R, UKLR 6.2.9R, UKLR 6.2.22R, UKLR 6.2.26R, UKLR 6.2.27R, UKLR 6.2.29R or UKLR 6.2.31R. Notifications to the FCA: notifications regarding UKLR 6.6.2R 6.2.36 R A listed company must notify the FCA without delay if its annual financial report contains a statement of the kind specified under UKLR 6.6.2R. Inability to comply with continuing obligations 6.2.37 G Where a listed company is unable to comply with a continuing obligation set out in UKLR 6.2, it should consider seeking a cancellation of listing or applying for a transfer of its listing category. In particular, the listed company should note UKLR 21.2.2G(2) and UKLR 21.5.18G. 6.3 Continuing obligations: holders Proxy forms 6.3.1 R A listed company must ensure that, in addition to its obligations under the Companies Act 2006, a proxy form: (1) provides for at least 3-way voting on all resolutions intended to be proposed (except that it is not necessary to provide proxy forms with 3-way voting on procedural resolutions); and Page 60 of 351

FCA 2024/23 (2) states that if it is returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise their discretion as to whether, and if so how, they vote. Proxy forms for re-election of retiring directors 6.3.2 R If the resolutions to be proposed include the re-election of retiring directors and the number of retiring directors standing for re-election exceeds 5, the proxy form may give shareholders the opportunity to vote for or against (or abstain from voting on) the re-election of the retiring directors as a whole but must also allow votes to be cast for or against (or for shareholders to abstain from voting on) the re-election of the retiring directors individually. Sanctions 6.3.3 R Where a listed company has taken a power in its constitution to impose sanctions on a shareholder who is in default in complying with a notice served under section 793 of the Companies Act 2006 (Notice by company requiring information about interests in its shares): (1) sanctions may not take effect earlier than 14 days after service of the notice; (2) for a shareholding of less than 0.25% of the shares of a particular class (calculated exclusive of treasury shares), the only sanction that the constitution may provide for is a prohibition against attending meetings and voting; (3) for a shareholding of 0.25% or more of the shares of a particular class (calculated exclusive of treasury shares), the constitution may provide: (a) for a prohibition against attending meetings and voting; (b) for the withholding of the payment of dividends (including shares issued in lieu of dividend) on the shares concerned; and (c) for the placing of restrictions on the transfer of shares, provided that restrictions on transfer do not apply to a sale to a genuine unconnected third party (such as through a RIE or an overseas exchange or by the acceptance of a takeover offer); and (4) any sanctions imposed in accordance with paragraph (2) or (3) above must cease to apply after a specified period of not more than 7 days after the earlier of: (a) receipt by the issuer of notice that the shareholding has been sold to an unconnected third party through a RIE or an Page 61 of 351

FCA 2024/23 overseas exchange or by the acceptance of a takeover offer; and (b) due compliance, to the satisfaction of the issuer, with the notice under section 793. 6.3.4 G An overseas company with a listing in the equity shares (commercial companies) category is not required to comply with UKLR 6.3.3R. 6.4 Notifications Copies of documents 6.4.1 R A listed company must forward to the FCA for publication a copy of all circulars, notices, reports or other documents to which the listing rules apply at the same time as they are issued, by uploading it to the national storage mechanism. 6.4.2 R A listed company must forward to the FCA for publication a copy of all resolutions passed by the listed company other than resolutions concerning ordinary business at an annual general meeting as soon as possible after the relevant general meeting, by uploading it to the national storage mechanism. 6.4.3 R (1) A listed company must notify a RIS as soon as possible when a document has been forwarded to the FCA under UKLR 6.4.1R or UKLR 6.4.2R unless the full text of the document is provided to the RIS. (2) A notification made under paragraph (1) must set out where copies of the relevant document can be obtained. Notifications relating to capital 6.4.4 R A listed company must notify a RIS as soon as possible (unless otherwise indicated in this rule) of the following information relating to its capital: (1) any proposed change in its capital structure, including the structure of its listed debt securities, save that an announcement of a new issue may be delayed while marketing or underwriting is in progress; (2) any redemption of listed shares, including details of the number of shares redeemed and the number of shares of that class outstanding following the redemption; (3) any extension of time granted for the currency of temporary documents of title; and Page 62 of 351

FCA 2024/23 (4) (except in relation to a block listing of securities) the results of any new issue of equity securities or a public offering of existing equity securities. 6.4.5 R Where the securities are subject to an underwriting agreement, a listed company may, at its discretion and subject to the obligations in article 17 of the Market Abuse Regulation, delay notifying a RIS as required by UKLR 6.4.4R(4) for up to 2 business days until the obligation by the underwriter to take or procure others to take securities is finally determined or lapses. In the case of an issue or offer of securities which is not underwritten, notification of the result must be made as soon as it is known. Notification of board changes and directors’ details 6.4.6 R A listed company must notify a RIS of any change to the board, including: (1) the appointment of a new director, stating the appointee’s name and whether the position is executive, non-executive or chair and the nature of any specific function or responsibility of the position; (2) the resignation, removal or retirement of a director (unless the director retires by rotation and is re-appointed at a general meeting of the listed company’s shareholders); (3) important changes to the role, functions or responsibilities of a director; and (4) the effective date of the change if it is not with immediate effect, as soon as possible and, in any event, by the end of the business day following the decision or receipt of notice about the change by the company. 6.4.7 R If the effective date of the board change is not yet known, the notification required by UKLR 6.4.6R should state this fact and the listed company should notify a RIS as soon as the effective date has been decided. 6.4.8 R A listed company must notify a RIS of the following information in respect of any new director appointed to the board as soon as possible following the decision to appoint the director and, in any event, within 5 business days of the decision: (1) details of all directorships held by the director in any other publicly quoted company at any time in the previous 5 years, indicating whether or not they are still a director; (2) any unspent convictions in relation to indictable offences; (3) details of any receiverships, compulsory liquidations, creditors’ voluntary liquidations, administrations, company voluntary Page 63 of 351

FCA 2024/23 arrangements or any composition or arrangement with its creditors generally or any class of its creditors of any company where the director was an executive director at the time of, or within the 12 months preceding, such events; (4) details of any compulsory liquidations, administrations or partnership voluntary arrangements of any partnerships where the director was a partner at the time of, or within the 12 months preceding, such events; (5) details of receiverships of any asset of such person or of a partnership of which the director was a partner at the time of, or within the 12 months preceding, such event; and (6) details of any public criticisms of the director by statutory or regulatory authorities (including designated professional bodies) and whether the director has ever been disqualified by a court from acting as a director of a company or from acting in the management or conduct of the affairs of any company. 6.4.9 R A listed company must, in respect of any current director, notify a RIS as soon as possible of: (1) any changes in the information set out in UKLR 6.4.8R(2) to UKLR 6.4.8R(6); and (2) any new directorships held by the director in any other publicly quoted company. 6.4.10 G If no information is required to be disclosed pursuant to UKLR 6.4.8R, the notification required by UKLR 6.4.8R should state this fact. Notification of lock-up arrangements 6.4.11 R A listed company must notify a RIS as soon as possible of information relating to the disposal of equity shares under an exemption allowed in the lock-up arrangements disclosed in accordance with the PR Regulation. 6.4.12 R A listed company must notify a RIS as soon as possible of the details of any variation in the lock-up arrangements disclosed in accordance with the PR Regulation or any subsequent announcement. Notification of shareholder resolutions 6.4.13 R A listed company must notify a RIS as soon as possible after a general meeting of all resolutions passed by the company other than resolutions concerning ordinary business passed at an annual general meeting. Change of name 6.4.14 R A listed company which changes its name must, as soon as possible: Page 64 of 351

FCA 2024/23 (1) notify a RIS of the change, stating the date on which it has taken effect; (2) inform the FCA in writing of the change; and (3) where the listed company is incorporated in the United Kingdom, send the FCA a copy of the revised certificate of incorporation issued by the Registrar of Companies. Change of accounting date 6.4.15 R A listed company must notify a RIS as soon as possible of: (1) any change in its accounting reference date; and (2) the new accounting reference date. 6.4.16 R A listed company must prepare and publish a second interim report in accordance with DTR 4.2 if the effect of the change in the accounting reference date is to extend the accounting period to more than 14 months. 6.4.17 G The second interim report must be prepared and published in respect of either: (1) the period up to the old accounting reference date; or (2) the period up to a date not more than 6 months prior to the new accounting reference date. Sovereign controlling shareholder 6.4.18 R (1) Where, as a result of changes in ownership or control of a listed company: (a) a person becomes a sovereign controlling shareholder of the listed company; and (b) the sovereign controlling shareholder is either: (i) recognised by the government of the UK as a State; or (ii) the UK, the listed company must comply with (2). (2) In the circumstances set out in (1), the listed company must: (a) notify a RIS as soon as possible after it becomes aware that it has become a sovereign controlled commercial company; and Page 65 of 351

FCA 2024/23 (b) notify the FCA as soon as possible, in writing, that it has become a sovereign controlled commercial company. 6.4.19 R A notification made under UKLR 6.4.18R must include: (1) the identity of the sovereign controlling shareholder; (2) the date on which the listed company became a sovereign controlled commercial company; and (3) an explanation of the requirements in the listing rules which will not apply to the listed company while it is a sovereign controlled commercial company. 6.4.20 R Where, as a result of changes in ownership or control of a listed company, the listed company ceases to be a sovereign controlled commercial company, the listed company must: (1) notify a RIS as soon as possible after it becomes aware that it has ceased to be a sovereign controlled commercial company; and (2) notify the FCA as soon as possible, in writing, that it has ceased to be a sovereign controlled commercial company. 6.4.21 R A notification made under UKLR 6.4.20R must include: (1) the identity of the person which had been the sovereign controlling shareholder; (2) the date on which the listed company ceased to be a sovereign controlled commercial company; and (3) an explanation of the requirements in the listing rules which did not apply to the listed company while it was a sovereign controlled commercial company but will apply to the listed company as it has ceased to be a sovereign controlled commercial company. 6.5 Preliminary statement of annual results, and statement of dividends Preliminary statement of annual results 6.5.1 R If a listed company prepares a preliminary statement of annual results: (1) the statement must be published as soon as possible after it has been approved by the board; (2) the statement must be agreed with the company’s auditors prior to publication; (3) the statement must show the figures in the form of a table, including the items required for a half-yearly report, consistent Page 66 of 351

FCA 2024/23 with the presentation to be adopted in the annual accounts for that financial year; (4) the statement must give details of the nature of any likely modification or emphasis-of-matter paragraph that may be contained in the auditors’ report required to be included with the annual financial report; and (5) the statement must include any significant additional information necessary for the purpose of assessing the results being announced. Statement of dividends 6.5.2 R A listed company must notify a RIS as soon as possible after the board has approved any decision to pay or make any dividend or other distribution on listed equity shares or to withhold any dividend or interest payment on listed securities, giving details of: (1) the exact net amount payable per share; (2) the payment date; (3) the record date (where applicable); and (4) any foreign income dividend election, together with any income tax treated as paid at the lower rate and not repayable. Omission of information 6.5.3 G The FCA may authorise the omission of information required by UKLR 6.5.1R or UKLR 6.5.2R if it considers that disclosure of such information would be contrary to the public interest or seriously detrimental to the listed company, provided that such omission would not be likely to mislead the public with regard to facts and circumstances, knowledge of which is essential for the assessment of the shares. 6.6 Annual financial report Information to be included in annual report and accounts 6.6.1 R In addition to the requirements set out in DTR 4.1, a listed company must include in its annual financial report, where applicable, the following: (1) a statement of the amount of interest capitalised by the group during the period under review, with an indication of the amount and treatment of any related tax relief; (2) any information required by UKLR 6.2.23R (Publication of unaudited financial information); Page 67 of 351

FCA 2024/23 (3) details of any long-term incentive schemes as required by UKLR 9.3.3R; (4) details of any arrangements under which a director of the company has waived or agreed to waive any emoluments from the company or any subsidiary undertaking; (5) where a director has agreed to waive future emoluments, details of such waiver, together with those relating to emoluments which were waived during the period under review; (6) in the case of any allotment for cash of equity securities made during the period under review otherwise than to the holders of the company’s equity shares in proportion to their holdings of such equity shares and which has not been specifically authorised by the company’s shareholders: (a) the classes of equity securities allotted and, for each class of equity securities, the number allotted, their aggregate nominal value and the consideration received by the company for the allotment; (b) the names of the allottees, if fewer than 6 in number, and in the case of 6 or more allottees a brief generic description of each new class of equity holder (eg, holder of loan stock); (c) the market price of the allotted securities on the date on which the terms of the issue were fixed; and (d) the date on which the terms of the issue were fixed; (7) the information required by paragraph (6) must be given for any unlisted major subsidiary undertaking of the company; (8) where a listed company has listed shares in issue and is a subsidiary undertaking of another company, details of the participation by the parent undertaking in any placing made during the period under review; (9) details of any contract of significance subsisting during the period under review: (a) to which the listed company, or one of its subsidiary undertakings, is a party and in which a director of the listed company is or was materially interested; and (b) between the listed company, or one of its subsidiary undertakings, and a controlling shareholder; Page 68 of 351

FCA 2024/23 (10) details of any contract for the provision of services to the listed company or any of its subsidiary undertakings by a controlling shareholder, subsisting during the period under review, unless: (a) it is a contract for the provision of services which it is the principal business of the shareholder to provide; and (b) it is not a contract of significance; (11) details of any arrangement under which a shareholder has waived or agreed to waive any dividends; (12) where a shareholder has agreed to waive future dividends, details of such waiver, together with those relating to dividends which are payable during the period under review; and (13) (a) a statement made by the board that the company continues to comply with the requirement in UKLR 6.2.3R; or (b) where the company has ceased to comply with the requirement in UKLR 6.2.3R: (i) a statement that the FCA has been notified of that non-compliance in accordance with UKLR 6.2.35R; and (ii) a brief description of the background to and reasons for that non-compliance. 6.6.2 R Where an independent director declines to support a statement made under UKLR 6.6.1.R(13)(a), the statement must record this fact. 6.6.3 G Where a listed company’s annual financial report contains a statement of the type referred to in UKLR 6.6.1R(13)(b), the FCA may still take any action it considers necessary in relation to the underlying breach by the listed company of UKLR 6.2.3R. 6.6.4 R The listed company’s annual financial report must include the information required under UKLR 6.6.1R in a single identifiable section, unless the annual financial report includes a cross-reference table indicating where that information is set out. 6.6.5 G A listed company need not include with the annual report and accounts details of waivers of dividends of less than 1% of the total value of any dividend provided that some payment has been made on each share of the relevant class during the relevant calendar year. Additional information 6.6.6 R In the case of a listed company incorporated in the United Kingdom, the following additional items must be included in its annual financial report: Page 69 of 351

FCA 2024/23 (1) a statement setting out all the interests (in respect of which transactions are notifiable to the listed company under article 19 of the Market Abuse Regulation) of each person who is a director of the listed company as at the end of the period under review, including: (a) all changes in the interests of each director that have occurred between the end of the period under review and a date not more than one month prior to the date of the notice of the annual general meeting; or (b) if there have been no changes in the period described in paragraph (a), a statement that there have been no changes in the interests of each director. ‘The interests of each director’ includes the interests of connected persons of which the listed company is, or ought upon reasonable enquiry to become, aware. (2) a statement showing the interests disclosed to the listed company in accordance with DTR 5 as at the end of the period under review and: (a) all interests disclosed to the listed company in accordance with DTR 5 that have occurred between the end of the period under review and a date not more than one month prior to the date of the notice of the annual general meeting; or (b) if no interests have been disclosed to the listed company in accordance with DTR 5 in the period described in (a), a statement that no changes have been disclosed to the listed company. (3) statements by the directors on: (a) the appropriateness of adopting the going concern basis of accounting (containing the information set out in Provision 30 of the UK Corporate Governance Code); and (b) their assessment of the prospects of the company (containing the information set out in Provision 31 of the UK Corporate Governance Code), prepared in accordance with the ‘Guidance on Risk Management, Internal Control and Related Financial and Business Reporting’ published by the Financial Reporting Council in September 2014; (4) a statement setting out: Page 70 of 351

FCA 2024/23 (a) details of any shareholders’ authority for the purchase, by the listed company, of its own shares that is still valid at the end of the period under review; (b) in the case of purchases made otherwise than through the market or by tender to all shareholders, the names of sellers of such shares purchased, or proposed to be purchased, by the listed company during the period under review; (c) in the case of any purchases made otherwise than through the market or by tender or partial offer to all shareholders, or options or contracts to make such purchases, entered into since the end of the period covered by the report, information equivalent to that required under Part 2 of Schedule 7 to the Large & Medium Sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410) (Disclosure required by company acquiring its own shares etc.); and (d) in the case of sales of treasury shares for cash made otherwise than through the market, or in connection with an employees’ share scheme, or otherwise than pursuant to an opportunity which (so far as was practicable) was made available to all holders of the listed company’s securities (or to all holders of a relevant class of its securities) on the same terms, particulars of the names of purchasers of such shares sold, or proposed to be sold, by the company during the period under review; (5) a statement of how the listed company has applied the Principles set out in the UK Corporate Governance Code, in a manner that would enable shareholders to evaluate how the principles have been applied; (6) a statement as to whether the listed company has: (a) complied throughout the accounting period with all relevant provisions set out in the UK Corporate Governance Code; or (b) not complied throughout the accounting period with all relevant provisions set out in the UK Corporate Governance Code and, if so, setting out: (i) those provisions it has not complied with; (ii) in the case of provisions whose requirements are of a continuing nature, the period within which, if any, it did not comply with some or all of those provisions; and Page 71 of 351

FCA 2024/23 (iii) the company’s reasons for non-compliance; (7) a statement setting out details of the unexpired term of any director’s service contract of a director proposed for election or re-election at the forthcoming annual general meeting, and, if any director proposed for election or re-election does not have a directors’ service contract, a statement to that effect; (8) a statement setting out: (a) whether the listed company has included in its annual financial report climate-related financial disclosures consistent with the TCFD Recommendations and Recommended Disclosures; (b) in cases where the listed company has: (i) made climate-related financial disclosures consistent with the TCFD Recommendations and Recommended Disclosures, but has included some or all of these disclosures in a document other than the annual financial report: (A) the recommendations and/or recommended disclosures for which it has included disclosures in that other document; (B) a description of that document and where it can be found; and (C) the reasons for including the relevant disclosures in that document and not in the annual financial report; (ii) not included climate-related financial disclosures consistent with all of the TCFD Recommendations and Recommended Disclosures in either its annual financial report or other document as referred to in (i): (A) the recommendations and/or recommended disclosures for which it has not included such disclosures; (B) the reasons for not including such disclosures; and (C) any steps it is taking or plans to take in order to be able to make those disclosures in the future, and the timeframe within which it Page 72 of 351

FCA 2024/23 expects to be able to make those disclosures; and (c) where in its annual financial report or (where appropriate) other document the climate-related financial disclosures referred to in (a) can be found; (9) a statement setting out: (a) whether the listed company has met the following targets on board diversity as at a chosen reference date within its accounting period: (i) at least 40% of the individuals on its board of directors are women; (ii) at least one of the following senior positions on its board of directors is held by a woman: (A) the chair; (B) the chief executive; (C) the senior independent director; or (D) the chief financial officer; and (iii) at least one individual on its board of directors is from a minority ethnic background; (b) in cases where the listed company has not met all of the targets in (a): (i) the targets it has not met; and (ii) the reasons for not meeting those targets; (c) the reference date used for the purposes of (a) and, where this is different from the reference date used for the purposes of reporting this information in respect of the previous accounting period, an explanation as to why; and (d) any changes to the board that have occurred between the reference date used for the purposes of (a) and the date on which the annual financial report is approved that have affected the listed company’s ability to meet one or more of the targets in (a); (10) subject to UKLR 6.6.13R, numerical data on the ethnic background and the gender identity or sex of the individuals on the listed company’s board and in its executive management as at the reference date used for the purposes of UKLR 6.6.6R(9)(a), which Page 73 of 351

FCA 2024/23 should be set out in the format of the tables contained in UKLR 6 Annex 1 and contain the information prescribed by those tables; and (11) an explanation of the listed company’s approach to collecting the data used for the purposes of making the disclosures in UKLR 6.6.6R(9). 6.6.7 G (1) The effect of UKLR 6.6.6R(1) is that a listed company is required to set out a ‘snapshot’ of the total interests of a director and their connected persons, as at the end of the period under review (including certain information to update it as at a date not more than a month before the date of the notice of the annual general meeting). The interests that need to be set out are limited to those in respect of which transactions fall to be notified under the notification requirement for persons discharging managerial responsibilities in article 19 of the Market Abuse Regulation. Persons who are directors during, but not at the end of, the period under review need not be included. (2) A listed company unable to compile the statement in UKLR 6.6.6R(1) from information already available to it may need to seek the relevant information, or confirmation, from the director themselves, including that in relation to connected persons, but would not be expected to obtain information directly from connected persons. 6.6.8 G For the purposes of UKLR 6.6.6R(8), in determining whether climate￾related financial disclosures are consistent with the TCFD Recommendations and Recommended Disclosures, a listed company should undertake a detailed assessment of those disclosures which takes into account: (1) Section C of the TCFD Annex entitled ‘Guidance for All Sectors’; (2) (where appropriate) Section D of the TCFD Annex entitled ‘Supplemental Guidance for the Financial Sector’; and (3) (where appropriate) Section E of the TCFD Annex entitled ‘Supplemental Guidance for Non-Financial Groups’. 6.6.9 G For the purposes of UKLR 6.6.6R(8), in determining whether a listed company’s climate-related financial disclosures are consistent with the TCFD Recommendations and Recommended Disclosures, the FCA considers that the following documents are relevant: (1) the TCFD Final Report and the TCFD Annex, to the extent not already referred to in UKLR 6.6.6R(8) and UKLR 6.6.8G; (2) the TCFD Technical Supplement on the Use of Scenario Analysis; Page 74 of 351

FCA 2024/23 (3) the TCFD Guidance on Risk Management Integration and Disclosure; (4) (where appropriate) the TCFD Guidance on Scenario Analysis for Non-Financial Companies; and (5) the TCFD Guidance on Metrics, Targets and Transition Plans. 6.6.10 G For the purposes of UKLR 6.6.6R(8), in determining whether climate￾related financial disclosures are consistent with the TCFD Recommendations and Recommended Disclosures, a listed company should consider whether those disclosures provide sufficient detail to enable users to assess the listed company’s exposure to and approach to addressing climate-related issues. A listed company should carry out its own assessment to ascertain the appropriate level of detail to be included in its climate-related financial disclosures, taking into account factors such as: (1) the level of its exposure to climate-related risks and opportunities; and (2) the scope and objectives of its climate-related strategy, noting that these factors may relate to the nature, size and complexity of the listed company’s business. 6.6.11 G (1) For the purposes of UKLR 6.6.6R(8), the FCA would ordinarily expect a listed company to be able to make climate-related financial disclosures consistent with the TCFD Recommendations and Recommended Disclosures, except where it faces transitional challenges in obtaining relevant data or embedding relevant modelling or analytical capabilities. (2) In particular, the FCA would expect that a listed company should ordinarily be able to make disclosures consistent with: (a) the recommendation and recommended disclosures on governance in the TCFD Recommendations and Recommended Disclosures; (b) the recommendation and recommended disclosures on risk management in the TCFD Recommendations and Recommended Disclosures; and (c) recommended disclosures (a) and (b) set out under the recommendation on strategy in the TCFD Recommendations and Recommended Disclosures, to the extent that the listed company does not face the transitional challenges referred to in (1) in relation to such disclosures. Page 75 of 351

FCA 2024/23 6.6.12 G Where making disclosures on transition plans as part of its disclosures on strategy under the TCFD Recommendations and Recommended Disclosures, a listed company that is headquartered in, or operates in, a country that has made a commitment to a net zero economy, such as the UK’s commitment in the Climate Change Act 2008 (2050 Target Amendment) Order 2019, is encouraged to assess the extent to which it has considered that commitment in developing and disclosing its transition plan. Where it has not considered this commitment in developing and disclosing its transition plan, the FCA encourages a listed company to explain why it has not done so. 6.6.13 R In relation to UKLR 6.6.6R(10), where individuals on a listed company’s board or in its executive management are situated overseas, and data protection laws in that jurisdiction prevent the collection or publication of some or all of the personal data required to be disclosed under that provision, a listed company may instead explain the extent to which it is unable to make the relevant disclosures. 6.6.14 G Given the range of possible approaches to data collection for reporting on gender identity or sex for the purposes of UKLR 6.6.6R(10), a listed company may add to the categories included in the first column of the table in UKLR 6 Annex 1R(1) in order to reflect the basis on which it has collected data. 6.6.15 G In relation to UKLR 6.6.6R(11), the FCA expects a listed company’s approach to data collection to be: (1) consistent for the purposes of reporting under both UKLR 6.6.6R(9) and (10); and (2) consistent across all individuals in relation to whom data is being reported. The FCA expects the explanation of a listed company’s approach to data collection to include the method of collection and/or source of the data and, where data collection is done on the basis of self-reporting by the individuals concerned, a description of the questions asked. 6.6.16 G In addition to the information required under UKLR 6.6.6R(9) to (11) (and without prejudice to the requirements of DTR 7.2.8AR), a listed company may, if it wishes to do so, include the following in its annual financial report: (1) a brief summary of any key policies, procedures and processes, and any wider context, that it considers contribute to improving the diversity of its board and executive management; (2) any mitigating factors or circumstances which make achieving diversity on its board more challenging (for example, the size of Page 76 of 351

FCA 2024/23 the board or the country in which its main operations are located); and (3) any risks it foresees in being able to meet or continue to meet the board diversity targets in UKLR 6.6.6R(9)(a) in the next accounting period, or any plans to improve the diversity of its board. 6.6.17 R An overseas company with a listing of equity shares in the equity shares (commercial companies) category must include in its annual report and accounts the information in UKLR 6.6.6R(5) to (11). 6.6.18 R (1) An overseas company with a listing of equity shares in the equity shares (commercial companies) category must comply with DTR 7.2 (Corporate governance statements) as if it were an issuer to which that section applies. (2) An overseas company with a listing of equity shares in the equity shares (commercial companies) category which complies with UKLR 6.6.17R will be taken to satisfy the requirements of DTR 7.2.2R and DTR 7.2.3R, but must comply with all of the other requirements of DTR 7.2 as if it were an issuer to which that section applies. Information required by law 6.6.19 G The requirements of UKLR 6.6.6R(6) relating to corporate governance are additional to the information required by law to be included in the listed company’s annual report and accounts. Auditors’ report 6.6.20 R A listed company must ensure that the auditors review each of the following before the annual report is published: (1) statements by the directors regarding going concern and longer￾term viability as required by UKLR 6.6.6R(3); and (2) the parts of the statement required by UKLR 6.6.6R(6) that relate to Provisions 6 and 24 to 29 of the UK Corporate Governance Code. Strategic report with supplementary information 6.6.21 R Any strategic report with supplementary information provided to shareholders by a listed company, as permitted under section 426 of the Companies Act 2006, must disclose: (1) earnings per share; and Page 77 of 351

FCA 2024/23 (2) the information required for a strategic report set out in or under the Companies Act 2006 and the supplementary material required under section 426A of the Companies Act 2006. Sovereign controlled commercial companies 6.6.22 R Where: (1) a listed company is a sovereign controlled commercial company and: (a) has a sovereign controlling shareholder which was a controlling shareholder on the first occasion on which the company made an application for the admission of equity shares to the equity shares (commercial companies) category; (b) has made a notification in accordance with UKLR 6.4.18R and UKLR 6.4.19R; or (c) made an announcement in accordance with UKLR 21.5.6R(2) and UKLR 21.5.9R when it transferred the listing of its equity shares to the equity shares (commercial companies) category; and (2) the sovereign controlling shareholder is either: (a) recognised by the government of the UK as a State; or (b) the UK, references to controlling shareholder must be read as excluding a sovereign controlling shareholder in, or for the purposes of, UKLR 6.6.1R(10) and UKLR 6.6.1R(13). 6 Annex Data on the diversity of the individuals on a listed company’s board and in 1 its executive management R The following tables set out the information that a listed company must include in its annual financial report under UKLR 6.6.6R(10), and the format in which it must be set out. (1) Table for reporting on gender identity or sex Number of board members Percentage of the board Number of senior positions on the board (CEO, Number in executive management Percentage of executive management Page 78 of 351

FCA 2024/23 CFO, SID and chair) Men Women [Other categories] Not specified/ prefer not to say [Note: The placeholder for ‘Other categories’ is optional and should be used to indicate additional categories which a listed company may wish to include in accordance with UKLR 6.6.14G.] (2) Table for reporting on ethnic background Number of Percentage Number Number in Percentage board of the board of senior executive of executive members positions management management on the board (CEO, CFO, SID and chair) White British or other White (including minority￾white groups) Mixed/ Multiple ethnic groups Page 79 of 351

FCA 2024/23 Asian/Asian British Black/African / Caribbean/ Black British Other ethnic group Not specified/ prefer not to say 7 Equity shares (commercial companies): significant transactions and reverse takeovers 7.1 Preliminary Application 7.1.1 R This chapter applies to a company that has a listing of equity shares in the equity shares (commercial companies) category. Purpose 7.1.2 G (1) The purpose of this chapter is to set out: (a) the requirements for a listed company in relation to significant transactions and reverse takeovers; and (b) certain other transactions where a listed company must comply with the requirements for significant transactions. (2) The requirements are intended to ensure that holders of listed equity shares: (a) are notified of: Page 80 of 351

FCA 2024/23 (i) significant transactions; (ii) certain indemnities and similar arrangements; (iii) certain issues by major subsidiary undertakings; and (iv) reverse takeovers; and (b) have the opportunity to vote on reverse takeovers. (3) The requirements are also intended to ensure that a listed company discloses detailed information concerning the transactions in (2)(a)(i) to (iv) on a timely basis, to support engagement between the listed company and its shareholders and to enhance market transparency. (4) The requirements complement but do not displace a listed company’s wider obligations under articles 17 and 18 of the Market Abuse Regulation to manage and disclose inside information. Meaning of ‘significant transaction’ 7.1.3 R In UKLR, a transaction is classified as a significant transaction where any percentage ratio is 25% or more. Meaning of ‘reverse takeover’ 7.1.4 R (1) In UKLR, a reverse takeover means a transaction consisting of an acquisition of a business, a company or assets: (a) where any percentage ratio is 100% or more; or (b) which in substance results in a fundamental change in the business or in a change in board or voting control of the issuer. (2) Paragraph (1) applies whether such acquisition is effected: (a) by way of a direct acquisition by the issuer or a subsidiary; (b) by way of the issuer introducing a new holding company to its corporate structure and then carrying out the acquisition through the new holding company; or (c) in any other way. 7.1.5 G For the purpose of UKLR 7.1.4R(1)(b), the FCA considers that the following factors are indicators of a fundamental change: Page 81 of 351

FCA 2024/23 (1) the extent to which the transaction will change the strategic direction or nature of the issuer’s business; (2) whether its business will be part of a different industry sector following the completion of the transaction; or (3) whether its business will deal with fundamentally different suppliers and end users. Meaning of ‘transaction’ 7.1.6 R In this chapter (except where specifically provided to the contrary) a reference to a transaction by a listed company: (1) includes: (a) (subject to paragraph (2)(a) to (g)) all agreements (including amendments to agreements) entered into by the listed company or its subsidiary undertakings; (b) the grant or acquisition of an option as if the option had been exercised, except that, if exercise is solely at the listed company’s or subsidiary undertaking’s discretion, the transaction will be classified on exercise and only the consideration (if any) for the option will be classified on the grant or acquisition; and (c) joint venture arrangements; and (2) excludes: (a) a transaction in the ordinary course of business; (b) an issue of securities, or a transaction to raise finance, which does not involve the acquisition or disposal of any fixed asset of the listed company or of its subsidiary undertakings; (c) any transaction between the listed company and its wholly owned subsidiary undertaking or between its wholly owned subsidiary undertakings; (d) a break fee arrangement; (e) an indemnity or similar arrangement, except where the agreement or arrangement meets the conditions set out in UKLR 7.4.1R(1); (f) an issue of equity shares by a major subsidiary undertaking of a listed company, except where the issue meets the conditions set out in UKLR 7.4.4R; and Page 82 of 351

FCA 2024/23 (g) a transaction where the listed company purchases its own equity shares. 7.1.7 G This chapter is intended to cover transactions that are outside the ordinary course of the listed company’s business and may change a security holder’s economic interest in the company’s assets and liabilities (whether or not the change in the assets or liabilities is recognised on the company’s balance sheet). Meaning of ‘ordinary course of business’ 7.1.8 G (1) The assessment of whether a transaction is in the ordinary course of business under this chapter will depend on the specific circumstances of the listed company. (2) Factors that may indicate whether a transaction is in the ordinary course of a company’s business include: (a) the size and incidence of similar transactions which the company has entered into; (b) the nature and size of the company’s existing business and common factors within the industry sector in which it operates; (c) the company’s corporate strategy for its business, including in relation to growth and industry focus, as set out in the company’s latest published prospectus or annual financial report; (d) the existing accounting treatment (for a disposal) or planned accounting treatment (for an acquisition or new arrangement) by the listed company; and (e) whether its shareholders could reasonably expect the company to enter into the transaction, taking into account: (i) the factors in (a) to (d); (ii) any further information that the company has already notified to a RIS; (iii) the subject matter of the transaction; (iv) the terms of the transaction; (v) the anticipated impact on the listed company; and (vi) the associated benefits and risks. Page 83 of 351

FCA 2024/23 7.1.9 G Transactions that are likely to be in the ordinary course of business include: (1) regular trading activities (if the company is a trading company); (2) ongoing commercial arrangements and purchases commonly undertaken as part of the existing business or within the industry sector in which the company operates; (3) capital expenditure to support and maintain the existing business and its infrastructure; (4) capital expenditure to add scale to the existing business in line with the company’s business strategy as previously notified to a RIS (including, for example, within the latest published prospectus or annual financial report); or (5) in the case of a listed property company, where the accounting treatment of a property that is acquired or disposed of is such that: (a) for an acquisition, the property will be classified as a current asset in the company’s published accounts; or (b) for a disposal, the property was classified as a current asset in the company’s published accounts. 7.1.10 G Transactions that are unlikely to be in the ordinary course of business include: (1) mergers with, or acquisitions of, other businesses (whether structured by way of a share or asset acquisition); (2) transactions that would lead to a substantial involvement in a business activity that did not previously form a significant part of the listed company’s principal activities; (3) transactions that would lead to the listed company no longer having a substantial involvement in a business activity that forms a significant part of its principal activities; or (4) transactions which are entered into to alleviate financial difficulty. 7.1.11 R For the purposes of UKLR 7.1.6R(2)(a), a transaction in the ordinary course of business excludes a reverse takeover. Sponsors 7.1.12 R A listed company must appoint a sponsor where it proposes to make a request to the FCA to modify, waive or substitute the operation of UKLR 7. Page 84 of 351

FCA 2024/23 7.1.13 R A listed company must appoint a sponsor where it proposes to make a request to the FCA for individual guidance in relation to the listing rules, the disclosure requirements or the transparency rules in connection with a matter referred to in UKLR 7. 7.1.14 R If a listed company is proposing to enter into a transaction which – due to its size or nature – could amount to a reverse takeover, it must obtain the guidance of a sponsor to assess the application of the listing rules, the disclosure requirements and the transparency rules. 7.2 Classifying transactions Classifying transactions 7.2.1 G A transaction is classified by assessing its size relative to that of the listed company proposing to make it. The comparison of size is made using the percentage ratios resulting from applying the class test calculations to a transaction. The class tests are set out in UKLR 7 Annex 1 (and modified or added to for specialist companies under UKLR 7.2.3R to UKLR 7.2.8R). 7.2.2 G The class tests set out in UKLR 7 Annex 1 are applicable for the purposes of determining whether a transaction is a significant transaction or a reverse takeover. Classification of transactions by listed property companies 7.2.3 R UKLR 7 Annex 1 is modified as follows in relation to acquisitions or disposals of property by a listed property company: (1) for the purposes of paragraph 2R(1) (the gross assets test), the assets test is calculated by dividing the transaction consideration by the gross assets of the listed property company and paragraphs 2R(5) and 2R(6) do not apply; (2) for the purposes of paragraph 2R(1) (the gross assets test), if the transaction is an acquisition of land to be developed, the assets test is calculated by dividing the transaction consideration and any financial commitments relating to the development by the gross assets of the listed property company and paragraphs 2R(5) and 2R(6) do not apply; (3) for the purposes of paragraph 2R(2), the gross assets of a listed property company are, at the option of the company: (a) the aggregate of the company’s share capital and reserves (excluding minority interests); (b) the book value of the company’s properties (excluding those properties classified as current assets in the latest published annual report and accounts); or Page 85 of 351

FCA 2024/23 (c) the published valuation of the company’s properties (excluding those properties classified as current assets in the latest published annual report and accounts); (4) paragraph 4R(1) (the consideration test) does not apply but instead the test in UKLR 7.2.4R applies; and (5) paragraph 6R(1) (the gross capital test) applies to disposals as well as acquisitions of property. 7.2.4 R (1) In addition to the tests in UKLR 7 Annex 1, if the transaction is an acquisition of property by a listed property company and any of the consideration is in the equity shares of that company, the listed company must determine the percentage ratios that result from the calculations under the test in (2). (2) The share capital test is calculated by dividing the number of consideration shares to be issued by the number of equity shares in issue (excluding treasury shares). 7.2.5 R (1) In addition to the tests in UKLR 7 Annex 1, a listed property company must determine the percentage ratios that result from the calculation under the test in (2). (2) The net annual rent test is calculated by dividing the net annual rent attributable to the assets the subject of the transaction by the net annual rent of the listed company. (3) For the purposes of calculating the net annual rent test, except as otherwise stated in (4) to (7), figures used to classify net annual rent must be the figures shown in the latest published audited consolidated accounts or, if a listed company has, or will have, published a preliminary statement of later annual results at the time the terms of a transaction are agreed, the figures shown in that preliminary statement. (4) (a) The figures of the listed company must be adjusted to take account of transactions completed during the period to which the figures referred to in (3) relate, and subsequent completed transactions where any percentage ratio was 5% or more at the time the terms of the relevant transaction were agreed. (b) The figures of the target company or business must be adjusted to take account of transactions completed during the period to which the figures referred to in (3) relate, and subsequent completed transactions where any percentage ratio would have been 5% or more at the time the terms of the relevant transaction were agreed when classified against the target as a whole. Page 86 of 351

FCA 2024/23 (5) Figures on which the auditors are unable to report without modification must be disregarded. (6) The principles in (3) to (5) also apply (to the extent relevant) to calculating the net annual rent of the target company or business. (7) The FCA may modify (5) in appropriate cases to permit figures to be taken into account. Classification of transactions by listed mineral companies 7.2.6 R (1) In addition to the tests in UKLR 7 Annex 1, a listed mineral company undertaking a transaction involving significant mineral resources or rights to significant mineral resources must determine the percentage ratios that result from the calculations under the test in paragraph (2). (2) The reserves test is calculated by dividing the volume or amount of the proven reserves and probable reserves to be acquired or disposed of by the volume or amount of the aggregate proven reserves and probable reserves of the mineral company making the acquisition or disposal. 7.2.7 G If the mineral resources are not directly comparable, the FCA may modify UKLR 7.2.6R(2) to permit valuations to be used instead of amounts or volumes. 7.2.8 R When calculating the size of a transaction under UKLR 7 Annex 1 and UKLR 7.2.6R(2), account must be taken of any associated transactions or loans effected or intended to be effected, and any contingent liabilities or commitments. Classifying joint ventures 7.2.9 R When classifying a joint venture under UKLR 7, a listed company must classify both sides to a joint venture, so that both the disposal into the joint venture and the acquisition of an interest in the joint venture are classified. The 2 sets of class tests must not be aggregated and the highest result from the class tests will determine the overall classification of the transaction. 7.2.10 G (1) It is common, when entering into a joint venture, for the partners to include exit provisions in the terms of the agreement. These typically give each partner a combination of rights and obligations to either sell their own holding or to acquire their partner’s holding should certain triggering events occur. (2) If the listed company does not retain sole discretion over the event which requires them to either purchase the joint venture partner’s stake or to sell their own, UKLR 7.1.6R(1)(b) requires this obligation to be classified at the time it is agreed as though it had Page 87 of 351

FCA 2024/23 been exercised at that time. Further, if the consideration to be paid is to be determined by reference to the future profitability of the joint venture or an independent valuation at the time of exercise, this consideration will be treated as being uncapped. If this is the case, the initial agreement will be classified in accordance with UKLR 7 Annex 1 4R(3) at the time it is entered into. (3) If the listed company does retain sole discretion over the triggering event, or if the listed company is making a choice to purchase or sell following an event which has been triggered by the joint venture partner, the purchase or sale must be classified when this discretion is exercised or when the choice to purchase or sell is made. (4) Where an issuer enters into a joint venture exit arrangement which takes the form of a put or call option and exercise of the option is solely at the discretion of the other party to the arrangement, the transaction should be classified at the time it is agreed as though the option had been exercised at that time. Aggregating transactions – significant transactions 7.2.11 R (1) Subject to paragraph (2), transactions completed during the 12 months before the date of the latest transaction must be aggregated with that transaction for the purposes of classification as a significant transaction if: (a) they are entered into by the company with the same person or with persons connected with one another; (b) they involve the acquisition or disposal of securities or an interest in one particular company; or (c) together they lead to substantial involvement in a business activity which did not previously form a significant part of the company’s principal activities. (2) Transactions completed during the 12-month period in (1) are not required to be aggregated with the latest transaction if they have previously been classified as a significant transaction (either individually or collectively). 7.2.12 R If under UKLR 7.2.11R any of the aggregated percentage ratios is 25% or more, the aggregated transactions will be classified as a significant transaction, in which case the listed company must comply with the requirements in UKLR 7.3 (Significant transactions) in respect of the aggregated transactions, modified as follows: (1) Where the aggregated transactions involve the acquisition or disposal of securities or an interest in one particular company, Page 88 of 351

FCA 2024/23 the requirements in UKLR 7.3 apply to the transactions as a whole. (2) If (1) does not apply, the requirements in UKLR 7.3 apply: (a) to each individual transaction that has been aggregated where any percentage ratio for the individual transaction is 5% or more; or (b) if there are no such individual transactions, to the one that led to the relevant aggregated percentage ratio reaching or exceeding 25%. 7.2.13 G (1) The purpose of UKLR 7.2.12R is to set out how the requirements in this chapter apply to transactions that are only treated as significant transactions on an aggregated basis. (2) UKLR 7.2.12R(1) is intended to support a clearer and more succinct explanation of an acquisition or disposal in a particular company by allowing the relevant information to be provided in an aggregated way. (3) In other situations, UKLR 7.2.12R(2) ensures that the disclosure requirements apply in a proportionate way so that, while the relevant information must be provided for each transaction, information is not generally required about transactions below a de minimis threshold. (4) UKLR 7.3.1R(2)(a) requires any notification about a significant transaction to state why the transaction is notifiable under UKLR 7. Where a notification relates to aggregated transactions, it should explain why the transactions have been aggregated, having regard to whether UKLR 7.2.11R(1)(a), (b) or (c) applies. (5) UKLR 7.3.13R sets out where the listed company must make a supplementary notification in relation to further transactions entered into after aggregated transactions have been classified as a significant transaction. 7.2.14 G The FCA may modify these rules to require the aggregation of transactions in circumstances other than those specified in UKLR 7.2.11R. Aggregating transactions – reverse takeovers 7.2.15 R (1) Subject to paragraph (2), transactions completed during the 12 months before the date of the latest transaction must be aggregated with that transaction for the purposes of classification as a reverse takeover if: (a) they are entered into by the company with the same person or with persons connected with one another; Page 89 of 351

FCA 2024/23 (b) they involve the acquisition or disposal of securities or an interest in one particular company; or (c) together they lead to substantial involvement in a business activity which did not previously form a significant part of the company’s principal activities. (2) Transactions completed during the 12-month period in (1) are not required to be aggregated with the latest transaction if they have previously been classified as a reverse takeover (either individually or collectively). 7.2.16 R If under UKLR 7.2.15R the aggregation of transactions results in a reverse takeover, the listed company must comply with the requirements in UKLR 7.5 (Reverse takeovers) in respect of the aggregated transactions as a whole but the requirement for shareholder approval applies only to the latest transaction. 7.2.17 G The FCA may modify these rules to require the aggregation of transactions in circumstances other than those specified in UKLR 7.2.15R. 7.3 Significant transactions Notification of significant transactions 7.3.1 R (1) A listed company must notify a RIS as soon as possible after the terms of a significant transaction are agreed. (2) The notification must: (a) state why the transaction is notifiable under UKLR 7; (b) contain an overview of the transaction and the company’s reasons for entering into it, which includes the information required by UKLR 7 Annex 2 Part 1 (Information relating to the transaction); and (c) include any further information the company considers relevant, having regard to the purpose of this chapter set out in UKLR 7.1.2G. 7.3.2 R (1) A listed company must notify a RIS as soon as possible after: (a) the terms of a significant transaction are agreed; and (b) the information in (2) has been prepared or the listed company becomes, or ought reasonably to have become, aware of the information, and in any event by no later than the completion of the transaction. Page 90 of 351

FCA 2024/23 (2) The notification must include: (a) for a disposal, the information required by UKLR 7 Annex 2 Part 2 (Disposals – financial information); and (b) for all transactions, the information required by UKLR 7 Annex 2 Part 3 (Non-financial information). 7.3.3 R (1) A listed company must notify a RIS as soon as possible after the completion of the significant transaction. (2) The notification must state that: (a) completion of the transaction has taken place; and (b) except as disclosed, there has been no material change affecting any matter contained in a notification under UKLR 7.3.1R or UKLR 7.3.2R. (3) In (2)(b), ‘material’ has the meaning in UKLR 7.3.14R. 7.3.4 R (1) Where a listed company includes details of estimated synergies or other quantified estimated financial benefits expected to arise from a significant transaction in a notification required by UKLR 7.3.1R, UKLR 7.3.2R or UKLR 7.3.3R, the notification must include the information required by UKLR 7 Annex 2 Part 4.1 (Synergy benefits). (2) Where a listed company includes financial information (including the information required by UKLR 7 Annex 2 Part 2) in a notification required by UKLR 7.3.1R, UKLR 7.3.2R or UKLR 7.3.3R, the notification must include the information required by UKLR 7 Annex 2 Part 4.2 to 4.4 (Sources of information). (3) Where a listed company includes pro forma financial information in a notification required by UKLR 7.3.1R, UKLR 7.3.2R or UKLR 7.3.3R, the notification must include the information required by UKLR 7 Annex 2 Part 4.5 (Pro forma financial information). 7.3.5 G (1) The purpose of UKLR 7.3.1R to UKLR 7.3.4R is to support engagement between the listed company and its shareholders and to enhance market transparency. (2) When complying with UKLR 7.3.1R to UKLR 7.3.4R, a listed company should consider the nature and circumstances of the relevant transaction and what information it is necessary to disclose to support shareholder engagement and market transparency. (3) For example, where a listed company has entered into the transaction to alleviate financial difficulty (including anticipated Page 91 of 351

FCA 2024/23 financial difficulty), the notification required by UKLR 7.3.1R should describe the nature, urgency and severity of that financial difficulty. The notification may also contain information about financing arrangements connected to the transaction, and about what may happen if a proposed transaction does not complete. Incorporation by reference 7.3.6 R Information may be incorporated in a notification made by a listed company under UKLR 7.3.2R by reference to relevant information contained in: (1) an approved prospectus or listing particulars of that listed company; or (2) any other published document of that listed company that has been filed with the FCA. 7.3.7 R Where a notification made by a listed company under UKLR 7.3.1R, UKLR 7.3.2R or UKLR 7.3.3R includes information in accordance with UKLR 7.3.4R, that information may be incorporated in such notification by reference to relevant information contained in: (1) an approved prospectus or listing particulars of that listed company; or (2) any other published document of that listed company that has been filed with the FCA. 7.3.8 R Information incorporated by reference must be the latest available to the listed company. 7.3.9 R Information required by UKLR 7.3.1R and UKLR 7.3.3R must not be incorporated by reference to information contained in another document. 7.3.10 R When information is incorporated by reference, a cross-reference list must be provided in the notification to enable security holders to easily identify specific items of information. The cross-reference list must specify where the information can be accessed by security holders. Omission of information 7.3.11 G The FCA may authorise the omission of information required by UKLR 7.3.1R to UKLR 7.3.4R if it considers that: (1) disclosure of that information would be: (a) contrary to the public interest; or (b) seriously detrimental to the listed company; and Page 92 of 351

FCA 2024/23 (2) the omission would not be likely to mislead the public with regard to facts and circumstances that are essential for the assessment of the matter covered by the notification. 7.3.12 R A request to the FCA to authorise the omission of specific information in a particular case must: (1) be made in writing by the listed company; (2) identify the specific information concerned and the specific reasons for the omission; and (3) state why, in the listed company’s opinion, one or more grounds in UKLR 7.3.11G apply. Supplementary notification 7.3.13 R (1) A listed company must notify a RIS as soon as possible if, after the notification under UKLR 7.3.1R or UKLR 7.3.2R and before completion of the transaction: (a) it becomes aware that there has been a material change affecting any matter contained in that earlier notification; (b) it becomes aware that a material new matter has arisen which would have been required to be mentioned in that earlier notification if it had arisen at the time of the preparation of that notification; (c) it has agreed a material change to the terms of the transaction; or (d) it has agreed the terms of one or more further transactions that are of a type referred to in UKLR 7.2.11R(1)(a), (b) or (c) and are material but are not a significant transaction in their own right (individually or together). (2) The supplementary notification in (1)(a), (b) or (c) must: (a) give details of the change or new matter; and (b) contain a statement that, except as disclosed: (i) there has been no material change affecting any matter contained in the earlier notification; and (ii) no other material new matter has arisen which would have been required to be mentioned in that earlier notification if it had arisen at the time of the preparation of that notification. Page 93 of 351

FCA 2024/23 (3) The supplementary notification in (1)(d) must include the information set out in UKLR 7 Annex 2 Part 1 (Information relating to the transaction) in relation to the further transaction or transactions. 7.3.14 R In UKLR 7.3.13R, ‘material’ means material for the purpose of making an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the listed company and the rights attaching to any securities forming part of the consideration. It includes: (1) a change in the terms of the transaction that increases any of the percentage ratios by 10% or more; and (2) where the further transaction or transactions referred to in UKLR 7.3.13R(1)(d) would, if they were aggregated with the transaction or aggregated transactions (as applicable), result in an increase of any of the percentage ratios by 10% or more. 7.4 Indemnities and major subsidiary undertakings Indemnities and similar arrangements 7.4.1 R (1) Where a listed company proposes to enter into any agreement or arrangement with a party (other than a wholly owned subsidiary undertaking of the listed company): (a) under which a listed company agrees to discharge any liabilities for costs, expenses, commissions or losses incurred by or on behalf of that party, whether or not on a contingent basis; (b) which is exceptional; and (c) under which the maximum liability is either unlimited, or is equal to or exceeds an amount equal to 25% of the average of the listed company’s profits for the last 3 financial years (using the figures shown in the audited consolidated accounts or preliminary statement of later annual results published before the terms are agreed, with losses taken as nil profit and included in the average), a listed company must notify a RIS as soon as possible after the terms of any agreement or arrangement have been agreed. (2) The notification under (1) must comply with the requirements in UKLR 7.3 (Significant transactions) as applicable. (3) Paragraph (1) does not apply to a break fee arrangement. (4) In (1)(c), ‘profits’ means profits after deducting all charges except taxation. Page 94 of 351

FCA 2024/23 7.4.2 G For the purposes of UKLR 7.4.1R(1)(b), the FCA considers that the following indemnities are not exceptional: (1) those customarily given in connection with sale and purchase agreements; (2) those customarily given to underwriters or placing agents in an underwriting or placing agreement; (3) those given to advisers against liabilities to third parties arising out of providing advisory services; and (4) any other indemnity that is specifically permitted to be given to a director or auditor under the Companies Act 2006. 7.4.3 G If the calculation under UKLR 7.4.1R(1)(c) produces an anomalous result, the FCA may disregard the calculation and modify that rule to substitute other relevant indicators of the size of the indemnity or other arrangement given – for example, 1% of market capitalisation. Issues by major subsidiary undertakings 7.4.4 R If: (1) a major subsidiary undertaking of a listed company issues equity shares for cash or in exchange for other securities or to reduce indebtedness; (2) the issue would dilute the listed company’s percentage interest in the major subsidiary undertaking; and (3) the economic effect of the dilution is equivalent to a disposal of 25% or more of the aggregate of the gross assets or profits (after the deduction of all charges except taxation) of the group, a listed company must notify a RIS as soon as possible after the terms of the issue have been agreed. 7.4.5 R The notification required in UKLR 7.4.4R must comply with the requirements set out in UKLR 7.3 (Significant transactions) as applicable. 7.5 Reverse takeovers Notification and shareholder approval 7.5.1 R An issuer must, in relation to a reverse takeover: (1) comply with the requirements of UKLR 7.3 other than UKLR 7.3.2R for the reverse takeover; Page 95 of 351

FCA 2024/23 (2) send a reverse takeover circular to its shareholders and obtain their prior approval in a general meeting for the reverse takeover; and (3) ensure that any agreement effecting the reverse takeover is conditional on that approval being obtained. 7.5.2 G UKLR 10 sets out requirements for the content and approval of reverse takeover circulars. Material change to terms of a reverse takeover transaction 7.5.3 R If, after obtaining shareholder approval but before the completion of a reverse takeover, there is a material change to the terms of the transaction, the listed company must comply again separately with UKLR 7.5.1R in relation to the transaction. 7.5.4 G The FCA would (among other things) generally consider an increase of 10% or more in the consideration payable to be a material change to the terms of the transaction. Supplementary circular 7.5.5 R (1) If a listed company becomes aware of a matter described in (2) after the publication of a reverse takeover circular, but before the date of a general meeting, it must, as soon as practicable: (a) advise the FCA of the matters of which it has become aware; and (b) send a supplementary circular to holders of its listed equity shares, providing an explanation of the matters referred to in (2). (2) The matters referred to in (1) are: (a) a material change affecting any matter the listed company is required to have disclosed in a reverse takeover circular; or (b) a material new matter which the listed company would have been required to disclose in the reverse takeover circular if it had arisen at the time of its publication. (3) The listed company must have regard to UKLR 10.3.1R(3) when considering the materiality of any change or new matter under UKLR 7.5.5R(2). 7.5.6 G UKLR 10 applies in relation to a supplementary circular. It may be necessary to adjourn a convened shareholder meeting if a supplementary Page 96 of 351

FCA 2024/23 circular cannot be sent to holders of listed equity shares at least 7 days prior to the convened shareholder meeting as required by UKLR 10.1.9R. Cancellation of listing 7.5.7 G If an issuer is proposing to enter into a transaction classified as a reverse takeover, it should consider UKLR 21.2.2G and UKLR 21.2.5G. 7.5.8 G Where an issuer completes a reverse takeover, the FCA will seek to cancel the listing of an issuer’s equity shares unless the FCA is satisfied that circumstances exist such that cancellation is not required. The FCA will have regard to UKLR 21.2.1R and the individual circumstances of the case. 7.5.9 R Where the issuer’s listing is cancelled following completion of a reverse takeover, the issuer must re-apply for the listing of the shares. 7.5.10 R A sponsor must contact the FCA on behalf of an issuer as early as possible: (1) before a reverse takeover which has been agreed or is in contemplation is announced; or (2) where details of the reverse takeover have leaked, to discuss whether a cancellation of the issuer’s listing is appropriate on completion of the reverse takeover. 7.5.11 G UKLR 7.5.12G to UKLR 7.5.15G set out circumstances in which the FCA will generally be satisfied that a cancellation is not required. Acquisitions of targets within the same listing category: issuer maintaining its listing category 7.5.12 G Where: (1) an issuer acquires the shares of a target; (2) those shares are also listed in the equity shares (commercial companies) category; and (3) the issuer wishes to maintain its listing of shares in the equity shares (commercial companies) category, the FCA will generally be satisfied that a cancellation is not required on completion of a reverse takeover. Acquisitions of targets from different listing categories: issuer maintaining its listing category 7.5.13 G Where an issuer acquires the shares of a target with a different listing category from its own and the issuer wishes to maintain its listing in the Page 97 of 351

FCA 2024/23 equity shares (commercial companies) category, the FCA will generally be satisfied that a cancellation is not required on completion of a reverse takeover if: (1) the issuer will continue to be eligible for the equity shares (commercial companies) category following completion of the transaction; (2) a sponsor provides an eligibility letter to the FCA setting out how the issuer as enlarged by the acquisition satisfies each listing rule requirement that is relevant to it being eligible for the equity shares (commercial companies) category not less than 20 business days prior to the announcement of the reverse takeover; and (3) the issuer makes an announcement or publishes a circular explaining: (a) the background and reasons for the acquisition; (b) any changes to the acquiring issuer’s business that have been made or are proposed to be made in connection with the acquisition; (c) the effect of the transaction on the acquiring issuer’s obligations under the listing rules; (d) how the acquiring issuer will continue to meet the relevant requirements for listing; and (e) any other matter that the FCA may reasonably require. Acquisitions of targets from different listing categories: issuer changing listing category 7.5.14 G The FCA will generally be satisfied that a cancellation is not required on completion of a reverse takeover if: (1) the target is listed with a different listing category from that of the issuer; (2) the issuer wishes to transfer its listing to a different listing category in conjunction with the acquisition; and (3) the issuer as enlarged by the relevant acquisition complies with the relevant requirements of UKLR 21.5 to transfer to a different listing category. 7.5.15 G Where an issuer is applying UKLR 21.5 in order to avoid a cancellation as contemplated by UKLR 7.5.14G, the FCA will normally waive the requirement for shareholder approval under UKLR 21.5.6R(3) where the issuer is obtaining separate shareholder approval for the acquisition. Page 98 of 351

1 FCA 2024/23 7 Annex The class tests Class tests 1 G This annex sets out the following class tests: (1) the gross assets test; (2) the consideration test; and (3) the gross capital test. The gross assets test 2 R (1) The gross assets test is calculated by dividing the gross assets the subject of the transaction by the gross assets of the listed company. (2) The ‘gross assets of the listed company’ means the total non-current assets, plus the total current assets, of the listed company. (3) For: (a) an acquisition of an interest in an undertaking which will result in consolidation of the assets of that undertaking in the accounts of the listed company; or (b) a disposal of an interest in an undertaking which will result in the assets of that undertaking no longer being consolidated in the accounts of the listed company, the ‘gross assets the subject of the transaction’ means the value of 100% of that undertaking’s assets, irrespective of what interest is acquired or disposed of. (4) For an acquisition or disposal of an interest in an undertaking which does not fall within (3), the ‘gross assets the subject of the transaction’ means: (a) for an acquisition, the consideration together with liabilities assumed (if any); and (b) for a disposal, the assets attributed to that interest in the listed company’s accounts. (5) If there is an acquisition of assets other than an interest in an undertaking, the ‘assets the subject of the transaction’ means the consideration or, if greater, the book value of those assets as they will be included in the listed company’s balance sheet. Page 99 of 351

FCA 2024/23 (6) If there is a disposal of assets other than an interest in an undertaking, the ‘assets the subject of the transaction’ means the book value of the assets in the listed company’s balance sheet. 3 G The FCA may modify UKLR 7 Annex 1 2R to require, when calculating the assets the subject of the transaction, the inclusion of further amounts if contingent assets or arrangements referred to in UKLR 7.4.1R (Indemnities and similar arrangements) are involved. The consideration test 4 R (1) The consideration test is calculated by taking the consideration for the transaction as a percentage of the aggregate market value of all the ordinary shares (excluding treasury shares) of the listed company. (2) For the purposes of (1): (a) the consideration is the amount paid to the contracting party; (b) if all or part of the consideration is in the form of securities to be traded on a market, the consideration attributable to those securities is the aggregate market value of those securities; and (c) if deferred consideration is or may be payable or receivable by the listed company in the future, the consideration is the maximum total consideration payable or receivable under the agreement. (3) If the total consideration is not subject to any maximum (and any of the other class tests indicate a percentage ratio of at least 5%), the transaction is to be treated as a significant transaction. (4) For the purposes of (2)(b), the figures used to determine consideration consisting of: (a) securities of a class already listed must be the aggregate market value of all those securities on the last business day before the announcement of the transaction; and (b) a new class of securities for which an application for listing will be made must be the expected aggregate market value of all those securities. (5) For the purposes of (1), the figure used to determine market capitalisation is the aggregate market value of all the ordinary shares (excluding treasury shares) of the listed company at the close of business on the last business day before the announcement of the transaction. 5 G The FCA may modify UKLR 7 Annex 1 4R to require the inclusion of further amounts in the calculation of the consideration – for example, if the purchaser agrees to discharge any liabilities, including the repayment of inter-company or Page 100 of 351

FCA 2024/23 third-party debt, whether actual or contingent, as part of the terms of the transaction. The gross capital test 6 R (1) The gross capital test is calculated by dividing the gross capital of the company or business being acquired by the gross capital of the listed company. (2) The test in (1) is only to be applied for an acquisition of a company or business. (3) For the purposes of (1), the ‘gross capital of the company or business being acquired’ means the aggregate of: (a) the consideration (as calculated under UKLR 7 Annex 1 4R); (b) if a company, any of its shares and debt securities which are not being acquired; (c) all other liabilities (other than current liabilities) including for this purpose minority interests and deferred taxation; and (d) any excess of current liabilities over current assets. (4) For the purposes of (1), the gross capital of the listed company means the aggregate of: (a) the market value of its shares (excluding treasury shares) and the issue amount of the debt security; (b) all other liabilities (other than current liabilities) including, for this purpose, minority interests and deferred taxation; and (c) any excess of current liabilities over current assets. (5) For the purposes of (1): (a) figures used must be, for shares and debt security aggregated for the purposes of the gross capital percentage ratio, the aggregate market value of all those shares (or, if not available before the announcement of the transaction, their nominal value) and the issue amount of the debt security; and (b) for shares and debt security aggregated for the purposes of (3)(b), any treasury shares held by the company are not to be taken into account. Figures used to classify assets 7 R (1) For the purposes of calculating the tests in this annex, except as otherwise stated in (2) to (6), figures used to classify assets must be the figures Page 101 of 351

FCA 2024/23 shown in the latest published audited consolidated accounts or, if a listed company has, or will have, published a preliminary statement of later annual results at the time the terms of a transaction are agreed, the figures shown in that preliminary statement. (2) If a balance sheet has subsequently been published in an interim statement, gross assets and gross capital should be taken from the balance sheet published in the interim statement. (3) (a) The figures of the listed company must be adjusted to take account of transactions completed during the period to which the figures referred to in (1) or (2) relate, and subsequent completed transactions where any percentage ratio was 5% or more at the time the terms of the relevant transaction were agreed. (b) The figures of the target company or business must be adjusted to take account of transactions completed during the period to which the figures referred to in (1) or (2) relate, and subsequent completed transactions where any percentage ratio was 5% or more at the time the terms of the relevant transaction were agreed. (4) Figures on which the auditors are unable to report without modification must be disregarded. (5) When applying the percentage ratios to an acquisition by a company whose assets consist wholly or predominantly of cash or short-dated securities, the cash and short-dated securities must be excluded in calculating its assets and market capitalisation. (6) The principles in this paragraph also apply (to the extent relevant) to calculating the assets of the target company or business. 8 G The FCA may modify UKLR 7 Annex 1 7R(4) in appropriate cases to permit figures to be taken into account. Anomalous results 9 G If a calculation under any of the class tests produces an anomalous result or if a calculation is inappropriate to the activities of the listed company, the FCA may modify the relevant rule to substitute other relevant indicators of size, including industry-specific tests. Adjustments to figures 10 G Where a listed company wishes to make adjustments to the figures used in calculating the class tests pursuant to UKLR 7 Annex 1 9G, it should discuss this with the FCA before the class tests crystallise. Page 102 of 351

2 FCA 2024/23 7 Annex Notification requirements This annex sets out the information to be included in a notification required by UKLR 7.3.1R, UKLR 7.3.2R, UKLR 7.3.3R and UKLR 7.5.1R. Part 1 Information relating to the transaction 1.1 R A notification required by UKLR 7.3.1R and UKLR 7.5.1R must include the following information: (1) details of the transaction, including the name of the other party to the transaction; (2) an explanation of the reasons for entering into the transaction; (3) a description of the business carried on by, or using, the net assets the subject of the transaction; (4) the consideration, and how it is being satisfied (including the terms of any arrangements for deferred consideration); (5) the value of the gross assets the subject of the transaction; (6) the profits attributable to the assets the subject of the transaction; (7) the effect of the transaction on the listed company, including any benefits which are expected to accrue to the company, and any risks to the company, as a result of the transaction; (8) a statement of the effect of the transaction on the group’s earnings and assets and liabilities; (9) details of any service contracts of proposed directors of the listed company; (10) details of any break fee arrangements; (11) for a disposal, the application of the sale proceeds; (12) for a disposal, if securities are to form part of the consideration received, a statement as to whether the securities are to be sold or retained; (13) details of key individuals important to the business or company the subject of the transaction; (14) if the transaction is a joint venture, details of any exit arrangement; Page 103 of 351

FCA 2024/23 (15) if the transaction is required to be aggregated under UKLR 7.2.11R, details of transactions completed during the relevant period; and (16) a statement by the board that the transaction is, in the board’s opinion, in the best interests of security holders as a whole. Part 2 Disposals - financial information 2.1 R A notification required by UKLR 7.3.2R must include the information in UKLR 7 Annex 2 2.2R where the transaction involves a disposal. 2.2 R Where the transaction involves a disposal, the notification must include the following: (1) (a) when a listed company is disposing of an interest in a target which will result in the assets and liabilities which are the subject of the disposal no longer being consolidated: (i) the last annual consolidated balance sheet; (ii) the consolidated income statements for the last 2 years drawn up to at least the level of profit or loss for the period; and (iii) the consolidated balance sheet and consolidated income statement (drawn up to at least the level of profit or loss for the period) at the issuer’s interim balance sheet date if the issuer has published interim financial statements since the publication of its last annual audited consolidated financial statements; (b) the information in (1)(a) must be extracted without material adjustment from the consolidation schedules that underlie the listed company’s audited consolidated accounts or, in the case of (1)(a)(iii), the interim financial information, and must be accompanied by a statement to this effect; and (c) where a change of accounting policies has occurred during the period covered by the financial information required by (1)(a), the financial information must be presented on the basis of both the original and amended accounting policies for the year prior to that in which the new accounting policy is adopted unless the change did not require a restatement of the comparative; (2) when a listed company is disposing of an interest in a target that has been accounted for as an investment, and the target’s securities that are the subject of the transaction are admitted to an investment exchange that enables intra-day price formation: Page 104 of 351

FCA 2024/23 (a) the amounts of the dividends or other distributions paid in the past 2 years; and (b) the price per security and the imputed value of the entire holding being disposed of at the close of business at the following times: (i) on the last business day of each of the 6 months prior to the announcement of the transaction; and (ii) on the day prior to the announcement of the transaction; (3) when a listed company is disposing of an interest in a target that was accounted for using the equity method in the listed company’s annual consolidated accounts, the line entries relating to the target from its last audited consolidated balance sheet and those from its audited consolidated income statement for the past 2 years together with the equivalent line entries from its interim consolidated balance sheet and interim consolidated income statement, where the issuer has published subsequent interim financial information; and (4) where the information in (2) or (3) is not available or cannot be produced in accordance with the requirements in (1)(a): (a) a statement by the board that the information is not available or cannot be produced; (b) an explanation as to how the value of the consideration has been arrived at; and (c) a statement by the board that it considers the consideration to be fair as far as the security holders of the company are concerned. Part 3 Non-financial information 3.1 R A notification required by UKLR 7.3.2R must include the information identified (by reference to certain paragraphs of Annex 1 of the PR Regulation) in the following table relating to the listed company and the undertaking the subject of the transaction. Information Listed company Undertaking the subject of the transaction Page 105 of 351

FCA 2024/23 Annex 1 item 17.1 – Related party transactions * Annex 1 item 18.6.1 – Legal and arbitration proceedings

• * Annex 1 item 18.7.1 – Significant change in the issuer’s financial position

Annex 1 item 20.1 – Material contracts

• * 3.2 R The information required by Annex 1 item 20.1 (Material contracts) and Annex 1 item 18.6.1 (Legal and arbitration proceedings) must be presented as follows: (1) for an acquisition, in separate statements for the listed company for the undertaking, business or assets to be acquired; or (2) for a disposal, in separate statements for the listed company and its subsidiary undertakings (on the basis that the disposal has taken place), and for the undertaking, business or assets to be disposed of. 3.3 R In determining what information is required to be included by virtue of Annex 1 item 20.1 (Material contracts) if a prospectus or listing particulars are not required, regard should be had as to whether information about that provision is information which securities holders of the issuer would reasonably require for the purpose of making a properly informed assessment of the transaction and its impact on the issuer. 3.4 R The information required by Annex 1 item 17.1 (Related party transactions): (1) need only be given if it is relevant to the transaction; and (2) need not be given if it has already been published before the notification is made. 3.5 R (1) The information required by Annex 1 item 18.7.1 (Significant change in the issuer’s financial position) need only be given for the undertaking which is the subject of the transaction if: (a) the transaction involves a disposal; and (b) information required by UKLR 7 Annex 2 2.2R(1) or 2.2R(3) has been included in the notification. Page 106 of 351

FCA 2024/23 (2) Where information required by Annex 1 item 18.7.1 (Significant change in the issuer’s financial position) is given for both the listed company and the undertaking which is the subject of the transaction, the information must be presented in separate statements for the listed company and its subsidiary undertakings (on the basis that the disposal has taken place), and for the undertaking, business or assets to be disposed of. Part 4 Synergy benefits, sources of information and pro forma financial information Synergy benefits 4.1 R Where a listed company includes details of estimated synergies or other quantified estimated financial benefits expected to arise from a transaction in a notification required by UKLR 7.3.1R, UKLR 7.3.2R, UKLR 7.3.3R or UKLR 7.5.1R, the notification must include the following: (1) the basis for the belief that those synergies or other quantified estimated financial benefits will arise; (2) an analysis and explanation of the constituent elements of the synergies or other quantified estimated financial benefits (including any costs) sufficient to enable the relative importance of those elements to be understood, including an indication of when they will be realised and whether they are expected to be recurring; (3) a base figure for any comparison drawn; (4) a statement that the synergies or other quantified estimated financial benefits are contingent on the transaction and could not be achieved independently; and (5) a statement that the estimated synergies or other quantified estimated financial benefits reflect both the beneficial elements and relevant costs. Sources of information 4.2 R Where a listed company includes financial information in a notification required by UKLR 7.3.1R, UKLR 7.3.2R, UKLR 7.3.3R or UKLR 7.5.1R, the notification must cite the source of all financial information that it discloses in the notification and include the following: (1) a statement of whether the financial information was extracted from accounts, internal financial accounting records, internal management accounting records, or an external or other source; Page 107 of 351

FCA 2024/23 (2) a statement of whether financial information that was extracted from audited accounts was extracted without material adjustment; and (3) an indication of which aspects of the financial information relate to: (a) historical financial information; (b) forecast or estimated financial information; or (c) pro forma financial information, with reference made to where the basis of presentation can be found. 4.3 R If financial information has not been extracted directly from audited accounts, the notification must include the following: (1) the basis and assumptions on which the financial information has been prepared; and (2) a statement that the financial information is unaudited or not reported on by an accountant. 4.4 R A listed company must provide investors with all necessary information to understand the context and relevance of non-statutory figures. Pro forma financial information 4.5 R If a listed company includes pro forma financial information in a notification required by UKLR 7.3.1R, UKLR 7.3.2R, UKLR 7.3.3R or UKLR 7.5.1R, the notification must: (1) cite the sources of any unadjusted financial information that it discloses in the notification; and (2) include an explanation of the basis upon which the pro forma financial information has been prepared. 8 Equity shares (commercial companies): related party transactions 8.1 Preliminary Application 8.1.1 R This chapter applies to a company that has a listing of equity shares in the equity shares (commercial companies) category. Purpose Page 108 of 351

FCA 2024/23 8.1.2 G The purpose of this chapter is to set out governance and notification requirements for a listed company in relation to related party transactions. These requirements are intended to: (1) ensure that the shareholders of companies with listed equity shares are notified of related party transactions when they are entered into by the listed company, and support engagement between the listed company and its shareholders in relation to related party transactions; and (2) enhance market transparency in relation to related party transactions. 8.1.3 G These requirements are also intended to prevent a related party from taking advantage of its position and prevent any perception that it may have done so. Sponsors 8.1.4 G A listed company that is proposing to enter into a related party transaction requiring the listed company to make a notification under UKLR 8.2.1R(4) must comply with the requirement to appoint a sponsor under UKLR 8.2.1R(3). 8.1.5 R A listed company must appoint a sponsor where it proposes to make a request to the FCA to modify, waive or substitute the operation of UKLR 8. 8.1.6 R A listed company must appoint a sponsor where it proposes to make a request to the FCA for individual guidance in relation to the listing rules, the disclosure requirements or the transparency rules in connection with a related party transaction. Definition of ‘related party transaction’ 8.1.7 R In UKLR, a related party transaction means: (1) a transaction (other than a transaction in the ordinary course of business) between a listed company and a related party; (2) an arrangement (other than an arrangement in the ordinary course of business) pursuant to which a listed company and a related party each invests in, or provides finance to, another undertaking or asset; or (3) any other similar transaction or arrangement (other than a transaction or arrangement in the ordinary course of business) between a listed company and any other person, the purpose and effect of which is to benefit a related party. Page 109 of 351

FCA 2024/23 8.1.8 G A related party transaction includes the variation or novation of an existing agreement between the listed company and a related party, regardless of whether the party was a related party at the time the original agreement was entered into. Meaning of ‘transaction’ or ‘arrangement’ 8.1.9 R A reference in this chapter: (1) to a transaction or arrangement by a listed company includes a transaction or arrangement by its subsidiary undertaking; (2) to a transaction or arrangement is, unless the contrary intention appears, a reference to the entering into of the agreement for the transaction or the entering into of the arrangement; and (3) to a transaction or arrangement includes a transaction or arrangement which amends or revises the terms of an existing transaction or arrangement. Transactions to which this chapter does not apply 8.1.10 R UKLR 8.2.1R to UKLR 8.2.5R do not apply to a related party transaction if it is a transaction or arrangement: (1) of a kind referred to in paragraph 1 of UKLR 8 Annex 1 (a transaction the terms of which were agreed before a person became a related party); or (2) of a kind referred to in paragraphs 2 to 8 of UKLR 8 Annex 1 and does not have any unusual features. Definition of ‘related party’ 8.1.11 R In UKLR, a related party means: (1) a person who is (or was within the 12 months before the date of the transaction or arrangement) a substantial shareholder; (2) a person who is (or was within the 12 months before the date of the transaction or arrangement) a director or shadow director of: (a) the listed company; or (b) any other company which is one of the following (and, if that person has ceased to a director or shadow director, any other company which was one of the following while that person was a director or shadow director of such other company); (i) a subsidiary undertaking of the listed company; Page 110 of 351

FCA 2024/23 (ii) a parent undertaking of the listed company; or (iii) a fellow subsidiary undertaking of a parent undertaking of the listed company; (3) a person exercising significant influence; or (4) an associate of a related party referred to in paragraph (1), (2) or (3). Definition of ‘substantial shareholder’ 8.1.12 R In UKLR, a substantial shareholder means any person who is entitled to exercise, or to control the exercise of, 20% or more of the votes able to be cast on all or substantially all matters at general meetings of: (1) the company; or (2) any company which is: (a) a subsidiary undertaking of the company; (b) a parent undertaking of the company; or (c) a fellow subsidiary undertaking of a parent undertaking of the company. 8.1.13 G For the purposes of determining votes that are able to be cast at general meetings of a company, voting rights attached to shares which are not listed shares, including specified weighted voting rights shares, should be taken into consideration. 8.1.14 R For the purposes of calculating voting rights in UKLR 8.1.12R, the following voting rights are to be disregarded: (1) any voting rights which such a person exercises (or controls the exercise of) independently in its capacity as: (a) bare trustee; (b) investment manager; (c) collective investment undertaking; or (d) a long-term insurer in respect of its linked long-term business, if no associate of that person interferes by giving direct or indirect instructions, or in any other way, in the exercise of such voting rights (except to the extent any such person confers or collaborates with such an associate which also acts in its capacity as investment Page 111 of 351

FCA 2024/23 manager, collective investment undertaking or long-term insurer); or (2) any voting rights: (a) which a person may hold (or control the exercise of) solely in relation to the direct performance, by way of business, of: (i) underwriting the issue or sale of securities; (ii) placing securities, where the person provides a firm commitment to acquire any securities which it does not place; or (iii) acquiring securities from existing shareholders or the issuer pursuant to an agreement to procure third-party purchases of securities; and (b) where the conditions in (i) to (iv) are satisfied: (i) the activities set out in (2)(a) are performed in the ordinary course of business; (ii) the securities to which the voting rights attach are held for a consecutive period of 5 trading days or less, beginning with the first trading day on which the securities are held; (iii) the voting rights are not exercised within the period in which the securities are held; and (iv) no attempt is made directly or indirectly by the firm to intervene in or exert influence on (or attempt to intervene in or exert influence on) the management of the issuer within the period the securities are held. Meaning of ‘ordinary course of business’ 8.1.15 G (1) The assessment of whether a transaction is in the ordinary course of business under this chapter will depend on the specific circumstances of the listed company. (2) Factors that may indicate whether a transaction is in the ordinary course of a company’s business include: (a) the size and incidence of similar transactions which the company has entered into; Page 112 of 351

FCA 2024/23 (b) the nature and size of the company’s existing business and common factors within the industry sector in which it operates; (c) the company’s corporate strategy for its business, including in relation to growth and industry focus, as set out in the company’s latest published prospectus or annual financial report; (d) the existing accounting treatment (for a disposal) or planned accounting treatment (for an acquisition or new arrangement) by the listed company; and (e) whether its shareholders could reasonably expect the company to enter into the transaction, taking into account: (i) the factors in (a) to (d); (ii) any further information that the company has already notified to a RIS; (iii) the subject matter of the transaction; (iv) the terms of the transaction; (v) the anticipated impact on the listed company; and (vi) the associated benefits and risks. 8.1.16 G Transactions that are likely to be in the ordinary course of business include: (1) regular trading activities (if the company is a trading company); (2) ongoing commercial arrangements and purchases commonly undertaken as part of the existing business or within the industry sector in which the company operates; (3) capital expenditure to support and maintain the existing business and its infrastructure; (4) capital expenditure to add scale to the existing business in line with the company’s business strategy as previously notified to a RIS (including, for example, within the latest published prospectus or annual financial report); or (5) in the case of a listed property company, where the accounting treatment of a property that is acquired or disposed is such that: (a) for an acquisition, the property will be classified as a current asset in the company’s published accounts; or Page 113 of 351

FCA 2024/23 (b) for a disposal, the property was classified as a current asset in the company’s published accounts. 8.1.17 G Transactions that are unlikely to be in the ordinary course of business include: (1) mergers with, or acquisitions of, other businesses (whether structured by way of a share or asset acquisition); (2) transactions that would lead to a substantial involvement in a business activity that did not previously form a significant part of the listed company’s principal activities; (3) transactions that would lead to the listed company no longer having a substantial involvement in a business activity that forms a significant part of its principal activities; or (4) transactions which are entered into to alleviate financial difficulty. 8.1.18 R For the purposes of this chapter, a transaction in the ordinary course of business excludes a reverse takeover. Where a related party transaction is also a significant transaction or other transaction under UKLR 7 8.1.19 G Where a related party transaction is also a significant transaction or is otherwise subject to UKLR 7, the requirements and guidance under UKLR 7 also apply, in addition to the requirements under this chapter. 8.2 Requirements for related party transactions General requirements for related party transactions 8.2.1 R If a listed company enters into a related party transaction where any percentage ratio is 5% or more, the listed company must: (1) obtain the approval of its board for the transaction or arrangement before it is entered into; (2) ensure that any director who is, or an associate of whom is, the related party, or who is a director of the related party, does not take part in the board’s consideration of the transaction or arrangement and does not vote on the relevant board resolution; (3) before entering into the transaction or arrangement, obtain written confirmation from a sponsor that the terms of the proposed transaction or arrangement with the related party are fair and reasonable as far as the security holders of the listed company are concerned; and Page 114 of 351

FCA 2024/23 (4) notify a RIS as soon as possible after the terms of the transaction or arrangement are agreed. 8.2.2 R The notification must include: (1) details of the related party transaction, including: (a) the name of the related party; (b) the value of the consideration for the transaction or arrangement; and (c) a description of the transaction or arrangement; (2) the fact that the transaction or arrangement is a related party transaction which fell within UKLR 8.2.1R; (3) details of the nature and extent of the related party’s interest in the transaction(s) or arrangement(s); (4) a statement by the board that the transaction or arrangement is fair and reasonable as far as the security holders of the company are concerned and that the directors have been so advised by a sponsor; and (5) the name of the sponsor that provided the written confirmation in UKLR 8.2.1R(3). 8.2.3 R The notification must also include any further information the company considers relevant, having regard to the purpose of this chapter set out in UKLR 8.1.2G. 8.2.4 G UKLR 8.2.2R(4) does not require the notification to include an explanation of the basis of preparation for the board’s conclusion that the transaction is fair and reasonable, or an explanation of the sponsor’s advice. The FCA does not expect the notification to include explanations of the basis of preparation, as this could be seen to limit the validity of the confirmation. Instead, a clean confirmation, tracking the wording used in UKLR 8.2.2R(4), should be given. 8.2.5 R If, before the completion of a related party transaction referred to in UKLR 8.2.1R that has been notified in accordance with this section, there is a material change to the terms of the transaction, the listed company must comply again separately with UKLR 8.2.1R to UKLR 8.2.3R in relation to the transaction. 8.2.6 G The FCA would (among other things) generally consider an increase of 10% or more in the consideration payable to be a material change to the terms of the transaction. Aggregation of transactions in any 12-month period Page 115 of 351

FCA 2024/23 8.2.7 R (1) Subject to (3), if a listed company enters into transactions or arrangements with the same related party (and any of its associates) in any 12-month period, the transactions or arrangements must be aggregated. (2) If any percentage ratio is 5% or more for the aggregated transactions or arrangements, the listed company: (a) must comply with UKLR 8.2.1R, in respect of the latest transaction or arrangement; and (b) the notification required by UKLR 8.2.1R(4) must include: (i) all of the information required by UKLR 8.2.2R for the latest transaction or arrangement; (ii) the information required in UKLR 8.2.2R(1) to (3) for the other aggregated transactions or arrangements; and (iii) the information required by UKLR 8.2.3R. (3) Transactions or arrangements completed during the 12-month period in (1) are not required to be aggregated with the latest transaction or arrangement if they were previously classified as a related party transaction notifiable (individually or collectively) under UKLR 8.2.1R or UKLR 8.2.7R(2). Supplementary notification 8.2.8 R (1) A listed company must notify a RIS as soon as possible if, after the notification under UKLR 8.2.1R(4), it becomes aware that: (a) there has been a material change affecting any matter contained in that earlier notification (other than a material change to the terms of the transaction to which UKLR 8.2.5R applies); or (b) a material new matter has arisen which would have been required to be mentioned in that earlier notification if it had arisen at the time of the preparation of that notification. (2) The supplementary notification must: (a) give details of the change or new matter; and (b) contain a statement that, except as disclosed: (i) there has been no material change affecting any matter contained in the earlier notification; and Page 116 of 351

FCA 2024/23 (ii) no other material new matter has arisen which would have been required to be mentioned in that earlier notification if it had arisen at the time of the preparation of that notification. (3) In paragraphs (1) and (2), ‘material’ means material for the purpose of making an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the listed company and the rights attaching to any securities forming part of the consideration. Sovereign controlling shareholders 8.2.9 R In the case of a related party which is a sovereign controlling shareholder or an associate of a sovereign controlling shareholder, where: (1) a listed company is a sovereign controlled commercial company and: (a) has a sovereign controlling shareholder which was a controlling shareholder on the first occasion on which the company made an application for the admission of equity shares to the equity shares (commercial companies) category; (b) has made a notification in accordance with UKLR 6.4.18R and UKLR 6.4.19R; or (c) made an announcement in accordance with UKLR 21.5.6.R(2) and UKLR 21.5.9R when it transferred the listing of its equity shares to the equity shares (commercial companies) category; and (2) the sovereign controlling shareholder is either: (a) recognised by the government of the UK as a State; or (b) the UK, UKLR 8.2.1R(2) and (3) and UKLR 8.2.2R(4) and (5) do not apply. 8 Annex 1 Transactions to which related party transaction rules do not apply 8 Annex 1 R Transaction agreed before person became a related party Page 117 of 351

FCA 2024/23 1 The related party transaction rules do not apply to a transaction the terms of which: (1) were agreed at a time when no party to the transaction or person who was to receive the benefit of the transaction was a related party; and (2) have not been amended, or which required the exercise of discretion by the listed company under those terms, since the party or person became a related party. Issue of new securities and sale of treasury shares 2 The related party transaction rules do not apply to a transaction that consists of: (1) the take-up by a related party of new securities or treasury shares under its entitlement in a pre-emptive offering; or (2) an issue of new securities made under the exercise of conversion or subscription rights attaching to a listed class of securities. Employees’ share schemes and long-term incentive schemes 3 The related party transaction rules do not apply to: (1) the receipt of any asset (including cash or securities of the listed company or any of its subsidiary undertakings) by a director of the listed company, its parent undertaking or any of its subsidiary undertakings; or (2) the grant of an option or other right to a director of the listed company, its parent undertaking or any of its subsidiary undertakings to acquire (whether or not for consideration) any asset (including cash or new or existing securities of the listed company or any of its subsidiary undertakings); or (3) the provision of a gift or loan to the trustees of an employee benefit trust to finance the provision of assets as referred to in (1) or (2), in accordance with the terms of an employees’ share scheme or a long-term incentive scheme. Credit 4 The related party transaction rules do not apply to a grant of credit (including the lending of money or the guaranteeing of a loan): (1) to the related party on normal commercial terms; (2) to a director for an amount and on terms no more favourable than those offered to employees of the group generally; or Page 118 of 351

FCA 2024/23 (3) by the related party on normal commercial terms and on an unsecured basis. Directors’ indemnities and loans 5 (1) The related party transaction rules do not apply to a transaction that consists of: (a) granting an indemnity to a director of the listed company (or any of its subsidiary undertakings) if the terms of the indemnity are in accordance with those specifically permitted to be given to a director under the Companies Act 2006; (b) maintaining a contract of insurance if the insurance is in accordance with that specifically permitted to be maintained for a director under the Companies Act 2006 (whether for a director of the listed company or for a director of any of its subsidiary undertakings); or (c) a loan or assistance to a director by a listed company or any of its subsidiary undertakings if the terms of the loan or assistance are in accordance with those specifically permitted to be given to a director under sections 204, 205 or 206 of the Companies Act 2006. (2) Paragraph (1) applies to a listed company that is not subject to the Companies Act 2006 if the terms of the indemnity or contract of insurance are in accordance with those that would be specifically permitted under that Act (if it applied). Underwriting 6 (1) The related party transaction rules do not apply to the underwriting by a related party of all or part of an issue of securities by the listed company (or any of its subsidiary undertakings) if the consideration to be paid by the listed company (or any of its subsidiary undertakings) for the underwriting: (a) is no more than the usual commercial underwriting consideration; and (b) is the same as that to be paid to the other underwriters (if any). (2) Paragraph (1) does not apply to the extent that a related party is underwriting securities which it is entitled to take up under an issue of securities. Joint investment arrangements 7 The related party transaction rules do not apply to an arrangement where a listed company, or any of its subsidiary undertakings, and a related party each invests in, or provides finance to, another undertaking or asset if the following conditions are satisfied: Page 119 of 351

FCA 2024/23 (1) the amount invested, or provided, by the related party is not more than 25% of the amount invested, or provided, by the listed company or its subsidiary undertaking (as the case may be); and (2) the terms and circumstances of the investment or provision of finance by the listed company or its subsidiary undertakings (as the case may be) are no less favourable than those applying to the investment or provision of finance by the related party. Insignificant subsidiary undertaking 8 (1) The related party transaction rules do not apply to a transaction or arrangement where each of the conditions in paragraphs (2) to (6) (as far as applicable) is satisfied. (2) The party to the transaction or arrangement is only a related party because: (a) it is (or was within the 12 months before the date of the transaction or arrangement) a substantial shareholder or its associate; or (b) it is a person who is (or was within the 12 months before the date of the transaction or arrangement) a director or shadow director or their associate, of a subsidiary undertaking or subsidiary undertakings of the listed company that has, or if there is more than one subsidiary undertaking that have in aggregate, contributed less than 10% of the profits of, and represented less than 10% of the assets of, the listed company for the relevant period. (3) The subsidiary undertaking or each of the subsidiary undertakings (as the case may be) have been in the listed company’s group for 1 full financial year or more. (4) In paragraph (2), ‘relevant period’ means: (a) if the subsidiary undertaking or each of the subsidiary undertakings (as the case may be) has been consolidated in the listed company’s group for 1 full financial year or more but less than 3 full financial years, each of the full financial years before the date of the transaction or arrangement for which accounts have been published; and (b) if the subsidiary undertaking or any of the subsidiary undertakings (as the case may be) has been consolidated in the listed company’s group for 3 full financial years or more, each of the 3 full financial years before the date of the transaction or arrangement for which accounts have been published. Page 120 of 351

FCA 2024/23 (5) If the subsidiary undertaking or any of the subsidiary undertakings (as the case may be) are themselves party to the transaction or arrangement or if securities in the subsidiary undertaking or any of the subsidiary undertakings or their assets are the subject of the transaction or arrangement, then the ratio of consideration to market capitalisation of the listed company is less than 10%. (6) In this rule, the figures to be used to calculate assets and consideration to market capitalisation are the same as those used to classify assets and consideration to market capitalisation in UKLR 7 Annex 1 (as modified or added to by UKLR 7.2.3R to UKLR 7.2.8R where applicable). (7) (a) In this rule, for the purposes of calculating profit, except as otherwise stated in paragraphs (b) to (e), figures used to classify profit must be the figures shown in the latest published audited consolidated accounts or, if a listed company has, or will have, published a preliminary statement of later annual results at the time the terms of a transaction are agreed, the figures shown in that preliminary statement. (b) The figures of the listed company must be adjusted to take account of transactions completed during the period to which the figures referred to in (a) relate, and subsequent completed transactions where any percentage ratio was 5% or more at the time the terms of the relevant transaction were agreed. (c) The figures of the target company or business must be adjusted to take account of transactions completed during the period to which the figures referred to in (a) relate, and subsequent completed transactions where any percentage ratio would have been 5% or more at the time the terms of the relevant transaction were agreed when classified against the target as a whole. (d) Figures on which the auditors are unable to report without modification must be disregarded. (e) The principles in paragraphs (a) to (d) also apply (to the extent relevant) to calculating the net annual rent of the target company or business. (f) The FCA may modify paragraph (d) in appropriate cases to permit figures to be taken into account. 9 Equity shares (commercial companies): further issuances, dealing in own securities and treasury shares 9.1 Application Application Page 121 of 351

FCA 2024/23 9.1.1 R This chapter applies to a company that has a listing of equity shares in the equity shares (commercial companies) category. 9.1.2 G This chapter contains rules applicable to a listed company that: (1) proposes to issue equity securities for cash or sell treasury shares that are equity shares for cash; (2) adopts an employees’ share scheme or long-term incentive scheme; (3) undertakes: (a) a rights issue; (b) an open offer; (c) a vendor consideration placing; (d) a placing; (e) an offer for sale; or (f) an offer for subscription; (4) purchases its own securities from a related party; (5) purchases its own equity shares; (6) purchases its own securities other than equity shares; or (7) sells or transfers treasury shares. Exceptions 9.1.3 R UKLR 9.5 to UKLR 9.7 do not apply to a transaction entered into: (1) in the ordinary course of business by a securities dealing business; or (2) on behalf of third parties either by the company or any member of its group, if the listed company has established and maintains effective information barriers between those responsible for any decision relating to the transaction and those in possession of inside information relating to the listed company. 9.2 Pre-emption rights 9.2.1 R A listed company proposing to issue equity securities for cash or to sell treasury shares that are equity shares for cash must first offer those equity securities in proportion to their existing holdings to: Page 122 of 351

FCA 2024/23 (1) existing holders of that class of equity shares (other than the listed company itself by virtue of it holding treasury shares); and (2) holders of other equity shares of the listed company who are entitled to be offered them. 9.2.2 R UKLR 9.2.1R does not apply to: (1) a listed company incorporated in the United Kingdom if a disapplication of statutory pre-emption rights has been authorised by shareholders in accordance with section 570 (Disapplication of pre-emption rights: directors acting under general authorisation) or section 571 (Disapplication of pre-emption rights by special resolution) of the Companies Act 2006 and the issue of equity securities or sale of treasury shares that are equity shares by the listed company is within the terms of the authority; (2) a listed company undertaking a rights issue or open offer, provided that the disapplication of pre-emption rights is with respect to: (a) equity securities representing fractional entitlements; or (b) equity securities which the company considers necessary or expedient to exclude from the offer on account of the laws or regulatory requirements of a territory other than its country of incorporation, unless that territory is the United Kingdom; (3) a listed company selling treasury shares for cash to an employees’ share scheme; or (4) an overseas company with a listing of equity shares in the equity shares (commercial companies) category if a disapplication of pre￾emption rights has been authorised by shareholders that is equivalent to an authority given in accordance either with section 570 or section 571 of the Companies Act 2006 or in accordance with the law of its country of incorporation, provided that the issue of equity securities or sale of treasury shares that are equity shares by the listed company is within the terms of the authority. 9.3 Share schemes, incentive plans and discounted option arrangements Employees’ share schemes and long-term incentive plans 9.3.1 R (1) This rule applies to the following schemes of a listed company incorporated in the United Kingdom and of any major subsidiary undertaking of that listed company (even if that major subsidiary undertaking is incorporated or operates overseas): Page 123 of 351

FCA 2024/23 (a) an employees’ share scheme, if the scheme involves or may involve the issue of new shares or the transfer of treasury shares; and (b) a long-term incentive scheme in which one or more directors of the listed company is eligible to participate. (2) The listed company must ensure that the employees’ share scheme or long-term incentive scheme is approved by an ordinary resolution of the shareholders of the listed company in a general meeting before it is adopted. 9.3.2 R UKLR 9.3.1R does not apply to the following long-term incentive schemes: (1) an arrangement where participation is offered on similar terms to all or substantially all employees of the listed company or any of its subsidiary undertakings whose employees are eligible to participate in the arrangement (provided that all or substantially all employees are not directors of the listed company); or (2) an arrangement where the only participant is a director of the listed company (or an individual whose appointment as a director of the listed company is being contemplated) and the arrangement is established specifically to facilitate, in unusual circumstances, the recruitment or retention of the relevant individual. 9.3.3 R For a scheme referred to in UKLR 9.3.2R(2), the following information must be disclosed in the first annual report published by the listed company after the date on which the relevant individual becomes eligible to participate in the arrangement: (1) all of the information prescribed in UKLR 10.6.10R; (2) the name of the sole participant; (3) the date on which the participant first became eligible to participate in the arrangement; (4) an explanation of why the circumstances in which the arrangement was established were unusual; (5) the conditions to be satisfied under the terms of the arrangement; and (6) the maximum award(s) under the terms of the arrangement or, if there is no maximum, the basis on which awards will be determined. Discounted option arrangements Page 124 of 351

FCA 2024/23 9.3.4 R (1) This rule applies to the grant to a director or employee of a listed company or of any subsidiary undertaking of a listed company of an option to subscribe, warrant to subscribe or other similar right to subscribe for shares in the capital of the listed company or any of its subsidiary undertakings. (2) A listed company must not, without the prior approval by an ordinary resolution of the shareholders of the listed company in a general meeting, grant the option, warrant or other right if the price per share payable on the exercise of the option, warrant or other similar right to subscribe is less than whichever of the following is used to calculate the exercise price: (a) the market value of the share on the date on which the exercise price is determined; (b) the market value of the share on the business day before that date; or (c) the average of the market values for a number of dealing days within a period not exceeding 30 days immediately before that date. 9.3.5 R UKLR 9.3.4R does not apply to the grant of an option to subscribe, warrant to subscribe or other similar right to subscribe for shares in the capital of a listed company or any of its subsidiary undertakings: (1) under an employees’ share scheme, if participation is offered on similar terms to all or substantially all employees of the listed company or any of its subsidiary undertakings whose employees are entitled to participate in the scheme; or (2) following a takeover or reconstruction, in replacement for and on comparable terms with options to subscribe, warrants to subscribe or other similar rights to subscribe held immediately before the takeover or reconstruction, for shares in either a company of which the listed company thereby obtains control or in any of that company’s subsidiary undertakings. 9.4 Transactions Rights issue 9.4.1 R For a placing of rights arising from a rights issue before the official start of dealings, a listed company must ensure that: (1) the placing relates to at least 25% of the maximum number of equity securities offered; (2) the placees are committed to take up whatever is placed with them; Page 125 of 351

FCA 2024/23 (3) the price paid by the placees does not exceed the price at which the equity securities which are the subject of the rights issue are offered by more than one half of the calculated premium over that offer price (that premium being the difference between the offer price and the theoretical ex-rights price); and (4) the equity securities which are the subject of the rights issue are of the same class as the equity securities already listed. 9.4.2 G The FCA may modify UKLR 9.4.1R(1) to allow the placing to relate to less than 25% if it is satisfied that requiring at least 25% would be detrimental to the success of the issue. 9.4.3 G In a rights issue, the FCA may list the equity securities at the same time as they are admitted to trading in nil paid form. On the equity securities being paid up and the allotment becoming unconditional, the listing will continue without any need for a further application to list fully paid securities. 9.4.4 R If existing shareholders do not take up their rights to subscribe in a rights issue: (1) the listed company must ensure that the equity securities to which the offer relates are offered for subscription or purchase on terms that any premium obtained over the subscription or purchase price (net of expenses) is to be for the account of the holders, except that if the proceeds for an existing holder do not exceed £5.00, the proceeds may be retained for the company’s benefit; and (2) the equity securities may be allotted or sold to underwriters if, on the expiry of the subscription period, no premium (net of expenses) has been obtained. 9.4.5 R A listed company must ensure that for a rights issue the following are notified to a RIS as soon as possible: (1) the issue price and principal terms of the issue; and (2) the results of the issue and, if any rights not taken up are sold, details of the sale, including the date and price per share. 9.4.6 R A listed company must ensure that the offer relating to a rights issue remains open for acceptance for at least 10 business days. For the purposes of calculating the period of 10 business days, the first business day is the date on which the offer is first open for acceptance. Open offers 9.4.7 R A listed company must ensure that the timetable for an open offer is approved by the RIE on which its equity securities are traded. Page 126 of 351

FCA 2024/23 9.4.8 R A listed company must ensure that the open offer remains open for acceptance for at least 10 business days. For the purposes of calculating the period of 10 business days, the first business day is the date on which the offer is first open for acceptance. 9.4.9 R A listed company must ensure that in relation to communicating information on an open offer: (1) if the offer is subject to shareholder approval in a general meeting, the announcement must state that this is the case; and (2) the circular dealing with the offer must not contain any statement that might be taken to imply that the offer gives the same entitlements as a rights issue unless it is an offer with a compensatory element. 9.4.10 R If existing shareholders do not take up their rights to subscribe in an open offer with a compensatory element: (1) the listed company must ensure that the equity securities to which the offer relates are offered for subscription or purchase on terms that any premium obtained over the subscription or purchase price (net of expenses) is to be for the account of the holders, except that if the proceeds for an existing holder do not exceed £5.00, the proceeds may be retained for the company’s benefit; and (2) the equity securities may be allotted or sold to underwriters if, on the expiry of the subscription period, no premium (net of expenses) has been obtained. 9.4.11 R A listed company must ensure that for a subscription in an open offer with a compensatory element the following are notified to a RIS as soon as possible: (1) the offer price and principal terms of the offer; and (2) the results of the offer and, if any securities not taken up are sold, details of the sale, including the date and price per share. Vendor consideration placing 9.4.12 R A listed company must ensure that in a vendor consideration placing all vendors have an equal opportunity to participate in the placing. Discounts not to exceed 10% 9.4.13 R (1) If a listed company makes an open offer, placing, vendor consideration placing, offer for subscription of equity shares or an issue out of treasury (other than in respect of an employees’ share scheme) of a class already listed, the price must not be at a discount of more than 10% to the middle market price of those Page 127 of 351

FCA 2024/23 shares at the time of announcing the terms of the offer for an open offer or offer for subscription of equity shares or at the time of agreeing the placing for a placing or vendor consideration placing. (2) In paragraph (1), the middle market price of equity shares means the middle market quotation for those equity shares as derived from the daily official list of the London Stock Exchange or any other publication of a RIE showing quotations for listed securities for the relevant date. (3) If a listed company makes an open offer, placing, vendor consideration placing or offer for subscription of equity shares during the trading day, it may use an appropriate on-screen intra￾day price derived from another market. (4) Paragraph (1) does not apply to an offer or placing at a discount of more than 10% if: (a) the terms of the offer or placing at that discount have been specifically approved by the issuer’s shareholders; or (b) it is an issue of shares for cash or the sale of treasury shares for cash under a pre-existing general authority to disapply section 561 of the Companies Act 2006 (Existing shareholders’ rights of pre-emption). (5) The listed company must notify a RIS as soon as possible after it has agreed the terms of the offer or placing. 9.4.14 G On each occasion that the listed company plans to use an on-screen intra￾day price, it should discuss the source of the price in advance with the FCA. The FCA may be satisfied that there is sufficient justification for its use if the alternative market has an appropriate level of liquidity and the source is one that is widely accepted by the market. Offer for sale or subscription 9.4.15 R A listed company must ensure that for an offer for sale or an offer for subscription of equity securities: (1) letters of allotment or acceptance are all issued simultaneously and numbered serially (and, where appropriate, split and certified by the listed company’s registrars); (2) if the equity securities may be held in uncertificated form, there is equal treatment of those who elect to hold the equity securities in certificated form and those who elect to hold them in uncertificated form; (3) letters of regret are posted at the same time or not later than 3 business days after the letters of allotment or acceptance; and Page 128 of 351

FCA 2024/23 (4) if a letter of regret is not posted at the same time as letters of allotment or acceptance, a notice to that effect is inserted in a national newspaper, to appear on the morning after the letters of allotment or acceptance are posted. Fractional entitlements 9.4.16 R If, for an issue of equity securities (other than an issue in lieu of dividend), a shareholder’s entitlement includes a fraction of a security, a listed company must ensure that the fraction is sold for the benefit of the holder, except that if its value (net of expenses) does not exceed £5.00, it may be sold for the company’s benefit. Sales of fractions may be made before listing is granted. Further issues 9.4.17 R When shares of the same class as shares that are listed are allotted, an application for admission to listing of such shares must be made as soon as possible and, in any event, within one month of the allotment. Temporary documents of title (including renounceable documents) 9.4.18 R A listed company must ensure that any temporary document of title (other than one issued in global form) for an equity security: (1) is serially numbered; (2) states, where applicable: (a) the name and address of the first holder and names of joint holders (if any); (b) for a fixed income security, the amount of the next payment of interest or dividend; (c) the pro rata entitlement; (d) the last date on which transfers were or will be accepted for registration for participation in the issue; (e) how the securities rank for dividend or interest; (f) the nature of the document of title and proposed date of issue; (g) how fractions (if any) are to be treated; and (h) for a rights issue, the time, being not less than 10 business days calculated in accordance with UKLR 9.4.6R, in which the offer may be accepted, and how equity securities not taken up will be dealt with; and Page 129 of 351

FCA 2024/23 (3) if renounceable: (a) states in a heading that the document is of value and negotiable; (b) advises holders of equity securities who are in any doubt as to what action to take to consult appropriate independent advisers immediately; (c) states that where all of the securities have been sold by the addressee (other than ex rights or ex capitalisation), the document should be passed to the person through whom the sale was effected for transmission to the purchaser; (d) has the form of renunciation and the registration instructions printed on the back of, or attached to, the document; (e) includes provision for splitting (without fee) and for split documents to be certified by an official of the company or authorised agent; (f) provides for the last day for renunciation to be the second business day after the last day for splitting; and (g) if at the same time as an allotment is made of shares issued for cash, shares of the same class are also allotted credited as fully paid to vendors or others, provides for the period for renunciation to be the same as, but no longer than, that provided for in the case of shares issued for cash. Definitive documents of title 9.4.19 R A listed company must ensure that any definitive document of title for an equity share (other than a bearer security) includes the following matters on its face (or on the reverse in the case of paragraph (6)): (1) the authority under which the listed company is constituted and the country of incorporation and registered number (if any); (2) the number or amount of securities the certificate represents and, if applicable, the number and denomination of units (in the top right￾hand corner); (3) a footnote stating that no transfer of the security or any portion of it represented by the certificate can be registered without production of the certificate; (4) if applicable, the minimum amount and multiples thereof in which the security is transferable; Page 130 of 351

FCA 2024/23 (5) the date of the certificate; and (6) for equity shares with preferential rights, on the face (or, if not practicable, on the reverse), a statement of the conditions thereof as to capital, dividends and (where applicable) conversion. 9.5 Purchase from a related party 9.5.1 R Where a purchase by a listed company of its own equity securities or preference shares is to be made from a related party, whether directly or through intermediaries, UKLR 8 (Related party transactions) must be complied with unless: (1) a tender offer is made to all holders of the class of securities; or (2) in the case of a market purchase pursuant to a general authority granted by shareholders, it is made without prior understanding, arrangement or agreement between the listed company and any related party. 9.5.2 R Where a purchase by a listed company of its own equity securities or preference shares is to be made from a related party which is a sovereign controlling shareholder or an associate of a sovereign controlling shareholder, the modifications to UKLR 8 (Equity shares (commercial companies: related party transactions) in UKLR 8.2.9R do not apply for the purposes of UKLR 9.5.1R. 9.6 Purchase of own equity shares Requirement for a tender offer 9.6.1 R Unless UKLR 9.6.2R applies, purchases by a listed company of shares in any class of its equity shares pursuant to a general authority by the shareholders must be by way of a tender offer to all shareholders of that class. 9.6.2 R UKLR 9.6.1R does not apply to: (1) purchases by a listed company of less than 15% of any class of its equity shares (excluding treasury shares) pursuant to a general authority by the shareholders where the price to be paid is lower than or equal to the higher of: (a) 5% above the average market value of the company’s equity shares for the 5 business days prior to the day the purchase is made; and (b) the technical standards stipulated by article 5(6) of the Market Abuse Regulation; or Page 131 of 351

FCA 2024/23 (2) purchases by a listed company of 15% or more of any class of its equity shares (excluding treasury shares) where the full terms of the share buyback have been specifically approved by shareholders. 9.6.3 G Where, pursuant to a general authority granted by shareholders, a series of purchases are made that in aggregate amount to 15% or more of the number of equity shares of the relevant class in issue immediately following the shareholders meeting at which the general authority to purchase was granted, a tender offer need only be made in respect of any purchase that takes the aggregate to or above that level. Purchases that have been specifically approved by shareholders are not to be taken into account in determining whether the 15% level has been reached. Notification prior to purchase 9.6.4 R (1) Any decision by the board to submit to shareholders a proposal for the listed company to be authorised to purchase its own equity shares must be notified to a RIS as soon as possible. (2) A notification required by paragraph (1) must set out whether the proposal relates to: (a) specific purchases and, if so, the names of the persons from whom the purchases are to be made; or (b) a general authorisation to make purchases. (3) The requirement set out in paragraph (1) does not apply to a decision by the board to submit to shareholders a proposal to renew an existing authority to purchase own equity shares. 9.6.5 R A listed company must notify a RIS as soon as possible of the outcome of the shareholders’ meeting to decide the proposal described in UKLR 9.6.4R. Notification of purchases 9.6.6 R Any purchase of a listed company’s own equity shares by or on behalf of the company or any other member of its group must be notified to a RIS as soon as possible, and in any event, by no later than 7.30am on the business day following the calendar day on which the purchase occurred. The notification must include: (1) the date of purchase; (2) the number of equity shares purchased; (3) the purchase price for each of the highest and lowest prices paid, where relevant; Page 132 of 351

FCA 2024/23 (4) the number of equity shares purchased for cancellation and the number of equity shares purchased to be held as treasury shares; and (5) where equity shares were purchased to be held as treasury shares, a statement of: (a) the total number of treasury shares of each class held by the company following the purchase and non-cancellation of such equity shares; and (b) the number of equity shares of each class that the company has in issue less the total number of treasury shares of each class held by the company following the purchase and non￾cancellation of such equity shares. Consent of other classes and circular requirements 9.6.7 R Unless UKLR 9.6.8R applies, a company with listed securities convertible into, or exchangeable for, or carrying a right to subscribe for equity shares of the class proposed to be purchased must (prior to entering into any agreement to purchase such shares): (1) convene a separate meeting of the holders of those securities; and (2) obtain their approval for the proposed purchase of equity shares by a special resolution. 9.6.8 R UKLR 9.6.7R does not apply if the trust deed or terms of issue of the relevant securities authorise the listed company to purchase its own equity shares. 9.6.9 R A circular convening a meeting required by UKLR 9.6.7R must include (in addition to the information in UKLR 10 (Equity shares (commercial companies): contents of circulars)): (1) a statement of the effect on the conversion expectations of holders in terms of attributable assets and earnings, on the basis that the company exercises the authority to purchase its equity shares in full at the maximum price allowed (where the price is to be determined by reference to a future market price, the calculation must be made on the basis of market prices prevailing immediately prior to the publication of the circular and that basis must be disclosed); and (2) any adjustments to the rights of the holders which the company may propose (in such a case, the information required under paragraph (1) must be restated on the revised basis). Other similar transactions Page 133 of 351

FCA 2024/23 9.6.10 G A listed company intending to enter into a transaction that would have an effect on the company similar to that of a purchase of own equity shares should consult with the FCA to discuss the application of UKLR 9.6. 9.7 Purchase of own securities other than equity shares 9.7.1 R Except where the purchases will consist of individual transactions made in accordance with the terms of issue of the relevant securities, where a listed company intends to purchase any of its securities convertible into its equity shares and where the equity shares are listed in the equity shares (commercial companies) category, it must: (1) ensure that no dealings in the relevant securities are carried out by or on behalf of the company or any member of its group until the proposal has either been notified to a RIS or abandoned; and (2) notify a RIS of its decision to purchase. Notification of purchases, early redemptions and cancellations 9.7.2 R Any purchases, early redemptions or cancellations of a company’s own securities convertible into equity shares where the equity shares are listed in the equity shares (commercial companies) category, by or on behalf of the company or any other member of its group, must be notified to a RIS when an aggregate of 10% of the initial amount of the relevant class of securities has been purchased, redeemed or cancelled, and for each 5% in aggregate of the initial amount of that class acquired thereafter. 9.7.3 R The notification required by UKLR 9.7.2R must be made as soon as possible and, in any event, no later than 7.30am on the business day following the calendar day on which the relevant threshold is reached or exceeded. The notification must state: (1) the amount of securities acquired, redeemed or cancelled since the last notification; and (2) whether or not the securities are to be cancelled and the number of that class of securities that remain outstanding. Period between purchase and notification 9.7.4 R In circumstances where the purchase is not being made pursuant to a tender offer and the purchase causes a relevant threshold in UKLR 9.7.2R to be reached or exceeded, no further purchases may be undertaken until after a notification has been made in accordance with UKLR 9.7.2R to UKLR 9.7.3R. Warrants and options – circular requirements 9.7.5 R Where, within a period of 12 months, a listed company purchases warrants or options over its own equity shares which, on exercise, convey Page 134 of 351

FCA 2024/23 the entitlement to equity shares representing 15% or more of the company’s existing issued shares (excluding treasury shares), the company must send to its shareholders a circular containing the following information: (1) a statement of the directors’ intentions regarding future purchases of the company’s warrants and options; (2) the number and terms of the warrants or options acquired and to be acquired and the method of acquisition; (3) where warrants or options have been, or are to be, acquired from specific parties, a statement of the names of those parties and all material terms of the acquisition; and (4) details of the prices to be paid. 9.8 Treasury shares Notification of capitalisation issues and of sales, transfers and cancellations of treasury shares 9.8.1 R If by virtue of its holding treasury shares, a listed company is allotted shares as part of a capitalisation issue, the company must notify a RIS as soon as possible and, in any event, by no later than 7.30am on the business day following the calendar day on which allotment occurred of the following information: (1) the date of the allotment; (2) the number of shares allotted; (3) a statement as to what number of shares allotted has been cancelled and what number is being held as treasury shares; and (4) where shares allotted are being held as treasury shares, a statement of: (a) the total number of treasury shares of each class held by the company following the allotment; and (b) the number of shares of each class that the company has in issue less the total number of treasury shares of each class held by the company following the allotment. 9.8.2 R Any sale for cash, transfer for the purposes of or pursuant to an employees’ share scheme or cancellation of treasury shares that represents over 0.5% of the listed company’s share capital must be notified to a RIS as soon as possible and, in any event, by no later than 7.30am on the business day following the calendar day on which the sale, transfer or cancellation occurred. The notification must include: Page 135 of 351

FCA 2024/23 (1) the date of the sale, transfer or cancellation; (2) the number of shares sold, transferred or cancelled; (3) the sale or transfer price for each of the highest and lowest prices paid, where relevant; and (4) a statement of: (a) the total number of treasury shares of each class held by the company following the sale, transfer or cancellation; and (b) the number of shares of each class that the company has in issue less the total number of treasury shares of each class held by the company following the sale, transfer or cancellation. 10 Equity shares (commercial companies): contents of circulars 10.1 Preliminary Application 10.1.1 R This chapter applies to a company that has a listing of equity shares in the equity shares (commercial companies) category. Listed company to ensure circulars comply with this chapter 10.1.2 R A listed company must ensure that circulars it issues to holders of its listed equity shares comply with the requirements of this chapter. Incorporation by reference 10.1.3 R Subject to UKLR 10.1.5R, information may be incorporated in a circular issued by a listed company by reference to relevant information contained in: (1) an approved prospectus or listing particulars of that listed company; or (2) any other published document of that listed company that has been filed with the FCA. 10.1.4 R Information incorporated by reference must be the latest available to the listed company. 10.1.5 R Information required by UKLR 10.3.1R(1) and (2) must not be incorporated in the circular by reference to information contained in another document. Page 136 of 351

FCA 2024/23 10.1.6 R When information is incorporated by reference, a cross-reference list must be provided in the circular to enable security holders to easily identify specific items of information. The cross-reference list must specify where the information can be accessed by security holders. Omission of information 10.1.7 G The FCA may authorise the omission of information required by UKLR 10.3, UKLR 10.4, UKLR 10.6, UKLR 10 Annex 1R and UKLR 10 Annex 2R, if it considers that: (1) disclosure of that information would be: (a) contrary to the public interest; or (b) seriously detrimental to the listed company; and (2) the omission would not be likely to mislead the public with regard to facts and circumstances, knowledge of which is essential for the assessment of the matter covered by the circular. 10.1.8 R A request to the FCA to authorise the omission of specific information in a particular case must: (1) be made in writing by the listed company; (2) identify the specific information concerned and the specific reasons for the omission; and (3) state why, in the listed company’s opinion, one or more grounds in UKLR 10.1.7G apply. Sending information to holders of listed equity shares 10.1.9 R A supplementary circular must be sent to holders of listed equity shares no later than 7 days prior to the date of a meeting at which a vote which is expressly required under the listing rules will be taken. 10.1.10 G It may be necessary for a convened shareholder meeting to be adjourned to comply with UKLR 10.1.9R. 10.2 Approval of circulars Circulars to be approved 10.2.1 R A listed company must not circulate or publish any of the following types of circular unless it has been approved by the FCA: (1) a reverse takeover circular; (2) a circular which proposes a cancellation of listing which is required to be sent to shareholders under UKLR 21.2.8R(1); or Page 137 of 351

FCA 2024/23 (3) a circular that proposes a transfer of listing which is required to be sent to shareholders under UKLR 21.5.6R. Approval procedures 10.2.2 R The following documents (to the extent applicable) must be lodged with the FCA in final form before it will approve a circular: (1) a Sponsors Declaration for the Production of a Circular completed by the sponsor; (2) for a reverse takeover circular, a letter setting out any items of information required by this chapter that are not applicable in that particular case; and (3) any other document that the FCA has sought in advance from the listed company or its sponsor. 10.2.3 R A copy of the following documents in draft form must be submitted at least 10 clear business days before the date on which the listed company intends to publish the circular: (1) the circular; and (2) the letters and documents referred to in UKLR 10.2.2R(1) and (2). 10.2.4 R If a circular submitted for approval is amended, a copy of amended drafts must be resubmitted, marked to show changes made to conform with FCA comments and to indicate other changes. Approval of circulars 10.2.5 G The FCA will approve a circular if it is satisfied that the requirements of this chapter are satisfied. 10.2.6 G The FCA will only approve a circular between 9am and 5.30pm on a business day (unless alternative arrangements are made in advance). [Note: UKLR 6.4.1R requires a company to forward to the FCA a copy of all circulars issued (whether or not they require approval) for publication, by uploading it to the national storage mechanism.] Sending approved circulars 10.2.7 R A listed company must send a circular to holders of its listed equity shares as soon as practicable after it has been approved. 10.3 Contents of all circulars Contents of all circulars Page 138 of 351

FCA 2024/23 10.3.1 R Every circular sent by a listed company to holders of its listed securities must: (1) provide a clear and adequate explanation of its subject matter, giving due prominence to its essential characteristics, benefits and risks; (2) state why the security holder is being asked to vote or, if no vote is required, why the circular is being sent; (3) if voting or other action is required, contain all information necessary to allow the security holders to make a properly informed decision; (4) if voting or other action is required, contain a heading drawing attention to the document’s importance and advising security holders who are in any doubt as to what action to take to consult appropriate independent advisers; (5) if voting is required, contain a recommendation from the board as to the voting action security holders should take for all resolutions proposed, indicating whether or not the proposal described in the circular is, in the board’s opinion, in the best interests of security holders as a whole; (6) state that, if all the securities have been sold or transferred by the addressee, the circular and any other relevant documents should be passed to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee; (7) if new securities are being issued in substitution for existing securities, explain what will happen to existing documents of title; (8) not include any reference to a specific date on which listed securities will be marked ‘ex’ any benefit or entitlement which has not been agreed in advance with the RIE on which the company’s securities are or are to be traded; (9) if it relates to a transaction in connection with which securities are proposed to be listed, include a statement that an application has been or will be made for the securities to be admitted and, if known, a statement of the following matters: (a) the dates on which the securities are expected to be admitted and on which dealings are expected to commence; (b) how the new securities rank for dividend or interest; (c) whether the new securities rank equally with any existing listed securities; Page 139 of 351

FCA 2024/23 (d) the nature of the document of title; (e) the proposed date of issue; (f) the treatment of any fractions; (g) whether or not the security may be held in uncertificated form; and (h) the names of the RIEs on which securities are to be traded; (10) if a person is named in the circular as having advised the listed company or its directors, a statement that the adviser has given and has not withdrawn its written consent to the inclusion of the reference to the adviser’s name in the form and context in which it is included; and (11) if the circular relates to cancelling listing, state whether it is the company’s intention to apply to cancel the securities’ listing. 10.3.2 R If another rule provides that a circular of a particular type must include specified information, that information is (unless the contrary intention appears) in addition to the information required under this section. Pro forma financial information in circulars 10.3.3 R If a listed company includes pro forma financial information in a circular, it must: (1) cite the sources of any unadjusted financial information; and (2) explain the basis upon which the pro forma financial information has been prepared. 10.4 Reverse takeover circulars Reverse takeover circulars 10.4.1 R A reverse takeover circular must also include the following information: (1) the information given in the notification required by UKLR 7.5.1R(1); (2) if applicable, the information set out in UKLR 7 Annex 2 Part 4 (Synergy benefits, sources of information and pro-forma financial information); (3) the information set out in UKLR 10 Annex 1; (4) the information set out in UKLR 10 Annex 2; Page 140 of 351

FCA 2024/23 (5) if the transaction is a related party transaction, the information given in the notification required by UKLR 8.2.1R(4); (6) a declaration by the issuer and its directors in the following form (with appropriate modifications): ‘The [issuer] and the directors of [the issuer], whose names appear on page [ ], accept responsibility for the information contained in this document. To the best of the knowledge of the [issuer] and the directors, the information contained in this document is in accordance with the facts and the document makes no omission likely to affect its import.’; (7) if a statement or report attributed to a person as an expert is included in a circular (other than a statement or report incorporated by reference from a prospectus or listing particulars), a statement to the effect that the statement or report is included, in the form and context in which it is included, with the person’s consent. 10.4.2 G The information necessary under UKLR 10.3.1R(3) includes all the material terms of the reverse takeover, including the consideration. 10.4.3 R If the reverse takeover circular contains audited financial information which includes a modified report, the reverse takeover circular must set out: (1) the information required by UKLR 10 Annex 1 1.2R(8); and (2) a statement from the directors explaining why they are able to recommend the proposal set out in the reverse takeover circular notwithstanding the modified report. Takeover offers 10.4.4 R If a reverse takeover circular relates to a takeover offer which has not been recommended by the offeree’s board or the listed company has not had access to due diligence information on the offeree at the time the reverse takeover circular is published, the listed company must comply with paragraphs (1) and (2): (1) Information on the offeree required by UKLR 10 Annex 2 should be disclosed in the reverse takeover circular on the basis of information published or made available by the offeree and of which the listed company is aware and is free to disclose. (2) If the takeover offer has been recommended but the listed company does not have access to due diligence information on the offeree, the listed company must disclose in the reverse takeover circular why access has not been given to that information. Page 141 of 351

FCA 2024/23 Acquisition or disposal of mineral resources 10.4.5 R If a reverse takeover transaction relates to an acquisition or disposal of mineral resources or rights to mineral resources, the reverse takeover circular must include: (1) details of mineral resources and, where applicable, reserves (presented separately) and exploration results or prospects; (2) anticipated mine life and exploration potential or similar duration of commercial activity in extracting reserves; (3) an indication of the duration and main terms of any licences or concessions and the legal, economic and environmental conditions for exploring and developing those licences or concessions; (4) indications of the current and anticipated progress of mineral exploration and/or extraction and processing, including a discussion of the accessibility of the deposit; and (5) an explanation of any exceptional factors that have influenced the matters in (1) to (4). 10.4.6 G The information in UKLR 10.4.5R should be prepared in accordance with the reporting standards referred to in Appendix I of Primary Market Technical Note 619.1 (available at the following URL: www.fca.org.uk/publication/primary-market/tn-619-1.pdf) and, in the case of a company with oil and gas projects, having regard to Appendix III of Primary Market Technical Note 619.1. 10.5 Circulars about purchase of own equity shares Purchase of own equity shares 10.5.1 R (1) A circular relating to a resolution proposing to give the company authority to purchase its own equity securities must also include: (a) if the authority sought is a general one, a statement of the directors’ intentions about using the authority; (b) if known, the method by which the company intends to acquire its equity shares and the number to be acquired in that way; (c) a statement of whether the company intends to cancel the equity shares or hold them in treasury; (d) if the authority sought related to a proposal to purchase from specific parties, a statement of the names of the persons from whom equity shares are to be acquired, together with all material terms of the proposal; Page 142 of 351

FCA 2024/23 (e) details about the price, or the maximum and minimum price, to be paid; (f) the total number of warrants and options to subscribe for equity shares that are outstanding at the latest practicable date before the circular is published and both the proportion of issued share capital (excluding treasury shares) that: (i) they represent at that time; and (ii) they will represent if the full authority to buyback shares (existing and being sought) is used; and (g) in relation to a purchase of equity shares in the circumstances described in UKLR 9.6.2R(2), an explanation of the potential impact of the proposed share buyback, including whether control of the listed company may be concentrated following the proposed transaction. (2) If the exercise in full of the authority sought would result in the purchase of 25% or more of the company’s issued equity shares (excluding treasury shares) the circular must also include the following information referred to in the PR Regulation: (a) Annex 1 item 3.1 – Risk factors; (b) Annex 1 Section 10 – Trend information; (c) Annex 1 item 15.2 – Shareholdings and stock options; (d) Annex 1 item 16.1 – Major interests in shares; and (e) Annex 1 item 18.7.1 – Significant changes in the issuer’s financial position; 10.5.2 G In considering whether an explanation given in a circular satisfies the requirement in UKLR 10.5.1R(1)(g), the FCA would expect the following information to be included in the explanation: (1) the shareholdings of substantial shareholders in the listed company before and after the proposed transaction; and (2) the shareholdings of a holder of equity shares who may become a substantial shareholder in the listed company as a result of the proposed transaction. 10.6 Other circulars Authority to allot shares Page 143 of 351

FCA 2024/23 10.6.1 R A circular relating to a resolution proposing to grant the directors’ authority to allot shares or other securities pursuant to section 551 of the Companies Act 2006 (Power of directors to allot shares etc: authorisation by company) must include: (1) a statement of the maximum amount of shares or other securities which the directors will have authority to allot and the percentage which that amount represents of the total ordinary share capital in issue (excluding treasury shares) as at the latest practicable date before publication of the circular; (2) a statement of the number of treasury shares held by the company as at the date of the circular and the percentage which that amount represents of the total ordinary share capital in issue (excluding treasury shares) as at the latest practicable date before publication of the circular; (3) a statement by the directors as to whether they have any present intention of exercising the authority and, if so, for what purpose; and (4) a statement as to when the authority will lapse. Disapplying pre-emption rights 10.6.2 R A circular relating to a resolution proposing to disapply pre-emption rights provided by UKLR 9.2.1R must include: (1) a statement of the maximum amount of equity securities which the disapplication will cover; and (2) if there is a general disapplication for equity securities for cash made otherwise than to existing shareholders in proportion to their existing holdings, the percentage which the amount generally disapplied represents of the total equity share capital in issue as at the latest practicable date before publication of the circular. Reduction of capital 10.6.3 R A circular relating to a resolution proposing to reduce the company’s capital, other than a reduction of capital pursuant to section 626 of the Companies Act 2006 (Reduction of capital in connection with redenomination), must include a statement of the reasons for, and the effects of, the proposal. Capitalisation or bonus issue 10.6.4 R (1) A circular relating to a resolution proposing a capitalisation or bonus issue must include: (a) the reason for the issue; Page 144 of 351

FCA 2024/23 (b) a statement of the last date on which transfers were or will be accepted for registration to participate in the issue; (c) details of the proportional entitlement; and (d) a description of the nature and amount of reserves which are to be capitalised. (2) Any timetable set out in the circular must have been approved by the RIE on which the company’s equity securities are traded. Scrip dividend alternative 10.6.5 R (1) A circular containing an offer to shareholders of the right to elect to receive shares instead of all or part of a cash dividend must include: (a) a statement of the total number of shares that would be issued if all eligible shareholders were to elect to receive shares for their entire shareholdings, and the percentage which that number represents of the equity shares (excluding treasury shares) in issue at the date of the circular; (b) in a prominent position, details of the equivalent cash dividend foregone to obtain each share or the basis of the calculation of the number of shares to be offered instead of cash; (c) a statement of the total cash dividend payable and applicable tax credit on the basis that no elections for the scrip dividend alternative are received; (d) a statement of the date for ascertaining the share price used as a basis for calculating the allocation of shares; (e) details of the proportional entitlement; (f) details of what is to happen to fractional entitlements; (g) the record date; and (h) a form of election relating to the scrip dividend alternative which: (i) is worded so as to ensure that shareholders must elect positively in order to receive shares instead of cash; and (ii) includes a statement that the right is non￾transferable. Page 145 of 351

FCA 2024/23 (2) Any timetable set out in the circular must have been approved by the RIE on which the company’s equity securities are traded. Scrip dividend mandate schemes/dividend reinvestment plans 10.6.6 R (1) A circular relating to any proposal where shareholders are entitled to complete a mandate in order to receive shares instead of future cash dividends must include: (a) the information in UKLR 10.6.5R(1)(d) and (f); (b) the basis of the calculation of the number of shares to be offered instead of cash; (c) a statement of the last date for lodging notice of participation or cancellation in order for that instruction to be valid for the next dividend; (d) details of when adjustment to the number of shares subject to the mandate will take place; (e) details of when cancellation of a mandate instruction will take place; (f) a statement of whether or not the mandate instruction must be in respect of a shareholder’s entire holding; (g) the procedure for notifying shareholders of the details of each scrip dividend; and (h) a statement of the circumstances, if known, under which the directors may decide not to offer a scrip alternative in respect of any dividend. (2) The timetable in the circular for each scrip alternative covered by a scrip dividend mandate plan must have been approved by the RIE on which the company’s equity shares are traded. Notices of meetings 10.6.7 R (1) When holders of listed equity shares are sent a notice of meeting which includes any business, other than ordinary business at an annual general meeting, an explanatory circular must accompany the notice. If the other business is to be considered at or on the same day as an annual general meeting, the explanation may be incorporated in the directors’ report. (2) A circular or other document convening an annual general meeting where only ordinary business is proposed does not need to comply with UKLR 10.3.1R(4), (5) or (6). Page 146 of 351

FCA 2024/23 10.6.8 G A circular or other document convening an annual general meeting where special business is proposed will need to comply with all of UKLR 10.3.1R (including paragraphs (4), (5) and (6) in respect of special business). Amendments to constitution 10.6.9 R A circular to shareholders about proposed amendments to the constitution must include: (1) an explanation of the effect of the proposed amendments; and (2) either the full terms of the proposed amendments, or a statement that the full terms will be available for inspection: (a) at the place of the general meeting for at least 15 minutes before and during the meeting; and (b) on the national storage mechanism from the date of sending the circular. Employees’ share scheme, etc 10.6.10 R A circular to shareholders about the approval of an employees’ share scheme or long-term incentive scheme must: (1) include either the full text of the scheme or a description of its principal terms; (2) include, if directors of the listed company are trustees of the scheme, or have a direct or indirect interest in the trustees, details of the trusteeship or interest; (3) state that the provisions (if any) relating to: (a) the persons to whom, or for whom, securities, cash or other benefits are provided under the scheme (the ‘participants’); (b) limitations on the number or amount of the securities, cash or other benefits subject to the scheme; (c) the maximum entitlement for any one participant; and (d) the basis for determining a participant’s entitlement to, and the terms of, securities, cash or other benefit to be provided and for the adjustment thereof (if any) if there is a capitalisation issue, rights issue or open offer, sub-division or consolidation of shares or reduction of capital or any other variation of capital, cannot be altered to the advantage of participants without the prior approval of shareholders in general meeting (except for minor Page 147 of 351

FCA 2024/23 amendments to benefit the administration of the scheme, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants in the scheme or for the company operating the scheme or for members of its group); (4) state whether benefits under the scheme will be pensionable and, if so, the reasons for this; and (5) if the scheme is not circulated to shareholders, include a statement that it will be available for inspection: (a) at the place of the general meeting for at least 15 minutes before and during the meeting; and (b) on the national storage mechanism from the date of sending the circular. 10.6.11 R The resolution contained in the notice of meeting accompanying the circular must refer either to: (1) the scheme itself (if circulated to shareholders); or (2) the summary of its principal terms included in the circular. 10.6.12 R The resolution approving the adoption of an employees’ share scheme or long-term incentive scheme may authorise the directors to establish further schemes based on any scheme which has previously been approved by shareholders but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further schemes are treated as counting against any limits on individual or overall participation in the main scheme. Amendments to employees’ share scheme, etc 10.6.13 R A circular to shareholders about proposed amendments to an employees’ share scheme or a long-term incentive scheme must include: (1) an explanation of the effect of the proposed amendments; and (2) the full terms of the proposed amendments, or a statement that the full text of the scheme as amended will be available for inspection: (a) at the place of the general meeting for at least 15 minutes before and during the meeting; and (b) on the national storage mechanism from the date of sending the circular. Discounted option arrangements Page 148 of 351

FCA 2024/23 10.6.14 R If shareholders’ approval is required by UKLR 9.3.4R, the circular to shareholders must include the following information: (1) details of the persons to whom the options, warrants or rights are to be granted; and (2) a summary of the principal terms of the options, warrants or rights. Reminders of conversion rights 10.6.15 R (1) A circular to holders of listed securities convertible into shares reminding them of the times when conversion rights are exercisable must include: (a) the date of the last day for lodging conversion forms and the expected date on which the certificates will be sent; (b) a statement of the market values for the securities on the first dealing day in each of the 6 months before the date of the circular and on the latest practicable date before sending the circular; (c) the basis of conversion in the form of a table setting out capital and income comparisons; (d) a brief explanation of the tax implications of conversion for holders resident for tax purposes in the United Kingdom; (e) if there is a trustee, or other representative, of the securities holders to be redeemed, a statement that the trustee, or other representative, has given its consent to the issue of the circular or stated that it has no objection to the resolution being put to a meeting of the securities holders; (f) reference to future opportunities to convert and whether the terms of conversion will be the same as or will differ from those available at present, or, if there are no such opportunities, disclosure of that fact; (g) reference to letters of indemnity – for example, if certificates have been lost; (h) if power exists to allot shares issued on conversion to another person, reference to forms of nomination; and (i) a statement as to whether holders exercising their rights of conversion will retain the next interest payment due on the securities. Page 149 of 351

FCA 2024/23 (2) The circular must not contain specific advice as to whether or not to convert the securities. Election of independent directors 10.6.16 R Where a listed company has a controlling shareholder, a circular to shareholders relating to the election or re-election of an independent director must include: (1) details of any existing or previous relationship, transaction or arrangement the proposed independent director has or had with the listed company, its directors, any controlling shareholder or any associate of a controlling shareholder or a confirmation that there have been no such relationships, transactions or arrangements; and (2) a description of: (a) why the listed company considers the proposed independent director will be an effective director; (b) how the listed company has determined that the proposed director is an independent director; and (c) the process followed by the listed company for the selection of the proposed independent director. 10.6.17 R In relation to a listed company which did not previously have a controlling shareholder, UKLR 10.6.16R does not apply to a circular sent to shareholders within a period of 3 months from the event that resulted in a person becoming a controlling shareholder of the listed company. 10 Reverse takeover circulars – financial information Annex 1 10 R A reverse takeover circular must include the following information: Annex 1.1 (1) when a listed company is acquiring an interest in a target which will result in a consolidation of the target’s assets and liabilities with those of the listed company: (a) audited consolidated financial information that covers: (i) the target; and (ii) the target’s subsidiary undertakings, if any, for a reporting period of 2 years up to the end of the latest financial period for which the target or its parent has prepared audited accounts; and Page 150 of 351

FCA 2024/23 (b) an explanation of the proposed accounting treatment of the target in the listed company’s next audited consolidated accounts; (2) when a listed company is acquiring an interest in a target that will be accounted for as an investment, and the target’s securities that are the subject of the transaction are admitted to an investment exchange that enables intra-day price formation: (a) the amounts of the dividends or other distributions paid in the past 2 years; and (b) the price per security and the imputed value of the entire holding being acquired at the close of business at the following times: (i) on the last business day of each of the 6 months prior to the announcement of the transaction; (ii) on the day prior to the announcement of the transaction; and (iii) on the latest practicable date prior to the submission of the reverse takeover circular; (3) when a listed company is acquiring an interest in a target that will be accounted for using the equity method in the listed company’s annual consolidated accounts: (a) a narrative explanation of the proposed accounting treatment of the target in the issuer’s next audited consolidated accounts; (b) audited consolidated financial information that covers: (i) the target; and (ii) the target’s subsidiary undertakings, if any, for a reporting period of 2 years up to the end of the latest financial period for which the target or its parent has prepared audited accounts, if available; and (4) where the information in (1), (2) or (3) is not available: (a) a statement by the board that the information is not available; (b) an explanation as to how the value of the consideration has been arrived at; and Page 151 of 351

FCA 2024/23 (c) a statement by the board that it considers the consideration to be fair as far as the security holders of the company are concerned. 10 R A reverse takeover circular must include, for each of the periods covered Annex by the audited financial information in UKLR 10 Annex 1 1.1R(1) and 1.2 1.1R(3), the following information: (1) a balance sheet and its explanatory notes; (2) an income statement and its explanatory notes; (3) a cash flow statement and its explanatory notes; (4) a statement showing either all changes in equity or changes in equity other than those arising from capital transactions with owners and distributions to owners; (5) the accounting policies; (6) any additional explanatory notes; (7) the audit report; and (8) if the audited financial information includes a modified report: (a) whether the modification or emphasis-of-matter paragraph is significant to shareholders; and (b) if the modification or emphasis-of-matter paragraph is significant to shareholders, the reason for its significance. 10 Reverse takeover circulars – non-financial information Annex 2 10 R The following table identifies (by reference to certain paragraphs of Annex Annex 1 of the PR Regulation) the additional information required to be 2.1 included in a reverse takeover circular relating to the listed company and the undertaking the subject of the transaction. Information Listed company Undertaking which is the subject of the transaction Annex 1 item 3.1 – Risk factors

• * Annex 1 Section 10 – Trend information

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FCA 2024/23 Annex 1 item 17.1 – Related party transactions * Annex 1 item 18.6.1 – Legal and arbitration proceedings

• * Annex 1 item 18.7.1 – Significant change in the issuer’s financial position

Annex 1 item 20.1 – Material contracts

• * Annex 1 item 21.1 – Documents available

10 R The information required by this annex must be presented as follows: Annex 2.2 (1) the information required by Annex 1 item 20.1 (Material contracts), Annex 1 item 18.6.1 (Legal and arbitration proceedings) and Annex 1 item 10.1(b) (Trend information) must be presented in separate statements for the listed company and its subsidiary undertakings and for the undertaking, business or assets to be acquired; (2) where the information required by Annex 1 item 18.7.1 (Significant changes in the issuer’s financial position) is included for both the listed company and the undertaking the subject of the transaction, it must be presented in separate statements for the listed company and its subsidiary undertakings and for the undertaking, business or assets to be acquired; (3) the information required by Annex 1 items 10.1(a) and 10.2 (Trend information) must be presented in a single statement for the listed company and its subsidiary undertakings (on the basis that the acquisition has taken place). 10 R In determining what information is required to be included by virtue of Annex Annex 1 item 20.1 (Material contracts) if a prospectus or listing 2.3 particulars are not required, regard should be had to whether information about that provision is information which securities holders of the issuer would reasonably require for the purpose of making a properly informed assessment about the way in which to exercise the voting rights attached to their securities or the way in which to take any other action required of them related to the subject matter of the circular. Page 153 of 351

FCA 2024/23 10 R The information required by this annex is modified as follows: Annex 2.4 (1) Information required by Annex 1 item 17.1 (Related party transactions); (a) need only be given if it is relevant to the transaction; and (b) need not be given if it has already been published before the circular is sent. (2) Information required by Annex 1 item 3.1 (Risk factors) should be provided only in respect of those risk factors which: (a) are material risk factors to the proposed transaction; (b) will be material new risk factors to the group as a result of the proposed transaction; or (c) are existing material risk factors to the group which will be impacted by the proposed transaction. (3) Information required by Annex 1 item 18.7.1 (Significant change in the issuer’s financial position) need only be given for the undertaking which is the subject of the transaction if information required by UKLR 10 Annex 1 1.1R(1) and (3) has been included in the reverse takeover circular. (4) Information required by Annex 1 item 21.1 (Documents available) must include a copy of the sale and purchase agreement (or equivalent document) if applicable. The issuer must indicate where the sale and purchase agreement (or equivalent document) is available for physical or electronic inspection. 11 Closed-ended investment funds: requirements for listing and continuing obligations 11.1 Application 11.1.1 R This chapter applies to a closed-ended investment fund with, or applying for a listing of equity shares in the closed-ended investment funds category. 11.1.2 G A closed-ended investment fund with equity shares listed under the closed-ended investment funds category may list further classes of equity shares under this category, provided the classes comply with UKLR 5.4.3R as modified by UKLR 11.2.1R. Further classes of shares may also be listed under the non-equity shares and non-voting equity shares category, provided they meet the conditions for that category. Page 154 of 351

FCA 2024/23 11.2 Requirements for listing 11.2.1 R To be listed, an applicant must comply with: (1) the following provisions of UKLR 5 (Equity shares (commercial companies): requirements for admission to listing), modified so that references to the equity shares (commercial companies) category are to the closed-ended investment funds category: (a) UKLR 5.4.1R(1); (b) UKLR 5.4.2R to UKLR 5.4.4G; (c) UKLR 5.4.7R; (d) UKLR 5.5.1R to UKLR 5.5.4G; and (e) UKLR 5.6.1R; and (2) UKLR 11.2.3R to UKLR 11.2.15R. Shares of a third country applicant 11.2.2 R The FCA will not admit shares of an applicant incorporated in a third country that are not listed either in its country of incorporation or in the country in which a majority of its shares are held, unless the FCA is satisfied that the absence of the listing is not due to the need to protect investors. Investment activity 11.2.3 R An applicant must invest and manage its assets in a way which is consistent with its object of spreading investment risk. 11.2.4 R (1) An applicant and its subsidiary undertakings must not conduct any trading activity which is significant in the context of its group as a whole. (2) This rule does not prevent the businesses forming part of the investment portfolio of the applicant from conducting trading activities themselves. 11.2.5 G Although there is no restriction on an applicant taking a controlling stake in an investee company, to ensure a spread of investment risk an applicant should avoid: (1) cross-financing between the businesses forming part of its investment portfolio including, for example, through the provision Page 155 of 351

FCA 2024/23 of undertakings or security for borrowings by such businesses for the benefit of another; and (2) the operation of common treasury functions as between the applicant and investee companies. Cross-holdings 11.2.6 R (1) No more than 10%, in aggregate, of the value of the total assets of an applicant at admission may be invested in other listed closed￾ended investment funds. (2) The restriction in (1) does not apply to investments in closed￾ended investment funds which themselves have published investment policies to invest no more than 15% of their total assets in other listed closed-ended investment funds. Feeder funds 11.2.7 R (1) If an applicant principally invests its funds in another company or fund that invests in a portfolio of investments (a ‘master fund’), the applicant must ensure that: (a) the master fund’s investment policies are consistent with the applicant’s published investment policy and provide for spreading investment risk; and (b) the master fund in fact invests and manages its investments in a way that is consistent with the applicant’s published investment policy and spreads investment risk. (2) Paragraph (1) applies whether the applicant invests its funds in the master fund directly or indirectly through other intermediaries. (3) Where the applicant invests in the master fund through a chain of intermediaries between the applicant and the master fund, the applicant must ensure that each intermediary in the chain complies with paragraphs (1)(a) and (b). Investment policy 11.2.8 R An applicant must have a published investment policy that contains information about the policies which the closed-ended investment fund will follow relating to asset allocation, risk diversification, and gearing, and that includes maximum exposures. 11.2.9 G The information in the investment policy, including quantitative information concerning the exposures mentioned in UKLR 11.2.8R, should be sufficiently precise and clear as to enable an investor to: Page 156 of 351

FCA 2024/23 (1) assess the investment opportunity; (2) identify how the objective of risk spreading is to be achieved; and (3) assess the significance of any proposed change of investment policy. Independence 11.2.10 R The board of directors or equivalent body of the applicant must be able to act independently: (1) of any investment manager appointed to manage investments of the applicant; and (2) if the applicant (either directly or through other intermediaries) has an investment policy of principally investing its funds in another company or fund that invests in a portfolio of investments (a ‘master fund’), of the master fund and of any investment manager of the master fund. 11.2.11 R UKLR 11.2.10R(2) does not apply if the company or fund which invests its funds in another company or fund is a subsidiary undertaking of the applicant. 11.2.12 R For the purposes of UKLR 11.2.10R: (1) the chair of the board or equivalent body of the applicant must be independent; and (2) a majority of the board or equivalent body of the applicant must be independent (the chair may be included within that majority). 11.2.13 R For the purposes of UKLR 11.2.10R and UKLR 11.2.12R, the following are not independent: (1) directors, employees, partners, officers or professional advisers of or to: (a) an investment manager of the applicant; (b) a master fund or investment manager referred to in UKLR 11.2.10R(2); or (c) any other company in the same group as the investment manager of the applicant; or (2) (subject to UKLR 11.2.14R) directors, employees or professional advisers of or to other investment companies or funds that are: Page 157 of 351

FCA 2024/23 (a) managed by the same investment manager as the investment manager to the applicant; or (b) managed by any other company in the same group as the investment manager to the applicant. 11.2.14 R (1) This rule applies where a closed-ended investment fund has an external AIFM which has delegated portfolio management to another investment manager who is not in the same group as the external AIFM. (2) Where this rule applies, the fact that a director of the closed-ended investment fund is also the director of another investment company or fund that is managed by the same external AIFM (or another company in the same group as the external AIFM) does not prevent that director from being regarded as independent for the purposes of UKLR 11.2.10R and UKLR 11.2.12R. 11.2.15 R A person referred to in UKLR 11.2.13R(1) or (2) who is a director of the applicant must be subject to annual re-election by the applicant’s shareholders, unless they are independent in accordance with UKLR 11.2.14R. 11.2.16 R The board of directors or equivalent body of the applicant must be in a position to effectively monitor and manage the performance of its key service providers, including any investment manager of the applicant. 11.3 Listing applications and procedures Sponsors 11.3.1 G An applicant that is seeking admission of its equity shares is required to retain a sponsor in accordance with UKLR 4 (Sponsors: responsibilities of issuers) on each occasion that it is required to submit to the FCA any of the documents listed in UKLR 4.2.1R(1). Multi-class fund or umbrella fund 11.3.2 R An application for the listing of securities of a multi-class fund or umbrella fund must provide details of the various classes or designations of securities intended to be issued by the applicant. 11.4 Continuing obligations, further issuances, dealing in own securities and treasury shares Compliance with UKLR 6 and UKLR 9 11.4.1 R A closed-ended investment fund must comply with all of the requirements of UKLR 6 (Equity shares (commercial companies): continuing Page 158 of 351

FCA 2024/23 obligations) and UKLR 9 (Equity shares (commercial companies): further issuances, dealing in own securities and treasury shares) subject to the modifications and additional requirements set out in this section. 11.4.2 R UKLR 6 and UKLR 9 are modified so that references to the equity shares (commercial companies) category are to the closed-ended investment funds category. 11.4.3 R UKLR 6.2.31R to UKLR 6.2.33G do not apply to a close-ended investment fund. Investment policy 11.4.4 R A closed-ended investment fund must, at all times, have a published investment policy which complies with UKLR 11.2.8R. 11.4.5 G A closed-ended investment fund should have regard to the guidance in UKLR 11.2.9G at all times. Investment activity and compliance with investment policy 11.4.6 R A closed-ended investment fund must, at all times, invest and manage its assets: (1) in a way which is consistent with its object of spreading investment risk; and (2) in accordance with its published investment policy. 11.4.7 R A closed-ended investment fund must comply with UKLR 11.2.4R at all times. 11.4.8 G A closed-ended investment fund should have regard to the guidance in UKLR 11.2.5G at all times. Cross-holdings 11.4.9 R A closed-ended investment fund must, when making an acquisition of a constituent investment, observe the principles relating to cross-holdings in UKLR 11.2.6R. Feeder funds 11.4.10 R If a closed-ended investment fund principally invests its funds in the manner set out in UKLR 11.2.7R, the closed-ended investment fund must ensure that UKLR 11.2.7R is complied with at all times. 11.4.11 G UKLR 11.2.7R and UKLR 11.4.10R are not intended to require the closed￾ended investment fund to be able to control or direct the master fund or intermediary (as the case may be). But if the closed-ended investment fund Page 159 of 351

FCA 2024/23 becomes aware that the master fund or intermediary (as the case may be) is not investing or managing its investments in accordance with that rule, it will need to immediately consider withdrawal of its funds from the master fund or intermediary (as the case may be) or other appropriate action so that it is no longer in breach of the rules. Independence and effective management 11.4.12 R UKLR 11.2.10R to UKLR 11.2.15R apply at all times to a closed-ended investment fund. 11.4.13 R The board of directors or equivalent body of the issuer must effectively monitor and manage the performance of its key service providers, including any investment manager appointed by the issuer, on an ongoing basis. Material changes to investment policy 11.4.14 R Unless UKLR 11.4.15R applies, a closed-ended investment fund must: (1) submit any proposed material change to its published investment policy to the FCA for approval; and (2) having obtained the FCA’s approval, obtain the prior approval of its shareholders to any material change to its published investment policy. 11.4.15 R A closed-ended investment fund is not required to seek the FCA’s approval for a material change to its published investment policy if: (1) the change is proposed to enable the winding up of the closed￾ended investment fund; and (2) the winding up: (a) is in accordance with the constitution of the closed-ended investment fund; and (b) will be submitted for approval by the shareholders of the closed-ended investment fund at the same time as the proposed material change to the investment policy. 11.4.16 G In considering what is a material change to the published investment policy, the closed-ended investment fund should have regard to the cumulative effect of all the changes since its shareholders last had the opportunity to vote on the investment policy or, if they have never voted, since the admission to listing. Conversion of an existing listed class of equity shares Page 160 of 351

FCA 2024/23 11.4.17 R An existing listed class of equity shares may not be converted into a new class or an unlisted class unless prior approval has been given by the shareholders of that existing class. Further issues 11.4.18 R (1) Unless authorised by its shareholders, a closed-ended investment fund may not issue further shares of the same class as existing shares (including issues of treasury shares) for cash at a price below the net asset value per share of those shares unless they are first offered pro rata to existing holders of shares of that class. (2) When calculating the net asset value per share, treasury shares held by the closed-ended investment fund should not be taken into account. Externally managed companies 11.4.19 R A closed-ended investment fund is not required to comply with UKLR 6.2.25R. Controlling shareholders 11.4.20 R A closed-ended investment fund is not required to comply with UKLR 6.2.3R to UKLR 6.2.10R. Notifications to the FCA 11.4.21 R (1) A closed-ended investment fund is not required to comply with UKLR 6.2.35R in so far as it relates to UKLR 6.2.8R and UKLR 6.2.9R. (2) A closed-ended investment fund is not required to comply with UKLR 6.2.36R. Annual financial statement 11.4.22 R A closed-ended investment fund is not required to comply with UKLR 6.6.1R(13) or UKLR 6.6.6R(8). 11.4.23 R When making a statement required by UKLR 6.6.6R(9) in its annual financial report, a closed-ended investment fund need not set out the following matters if they are inapplicable to the closed-ended investment fund and its statement sets out the reasons why those matters are inapplicable: (1) whether the closed-ended investment fund has met the board diversity target in UKLR 6.6.6R(9)(a)(ii); and Page 161 of 351

FCA 2024/23 (2) matters set out in UKLR 6.6.6R(9)(b) to the extent that they relate to the board diversity target in UKLR 6.6.6R(9)(a)(ii). 11.4.24 R When including numerical data required by UKLR 6.6.6R(10) in its annual financial report, a closed-ended investment fund need not include the fields in the first row of each of the tables in UKLR 6 Annex 1, and the corresponding data for those fields, that are inapplicable to the closed￾ended investment fund, if it sets out in a statement accompanying the numerical data the reasons why those fields are inapplicable. Voting on matters relevant to listing 11.4.25 R Where the provisions of this chapter require a shareholder vote to be taken, that vote must be decided by a resolution of the holders of the closed-ended investment fund’s equity shares that have been admitted to the closed-ended investment funds category. Sponsor requirements for waivers and individual guidance 11.4.26 G As set out in UKLR 4.2.3R and UKLR 4.2.4R, a closed-ended investment fund must appoint a sponsor where it proposes to make a request to the FCA to modify, waive or substitute the operation of UKLR 11, or proposes to make a request to the FCA for individual guidance. 11.5 Transactions Significant transactions 11.5.1 R A closed-ended investment fund must comply with UKLR 7 (Equity shares (commercial companies): significant transactions and reverse takeovers), except in relation to transactions that are executed in accordance with the scope of its published investment policy. Transactions with related parties 11.5.2 R UKLR 8 (Equity shares (commercial companies): related party transactions) applies to a closed-ended investment fund, subject to the modifications and additional requirements set out in this section. 11.5.3 R In addition to the definition in UKLR 8.1.11R, a related party includes any investment manager of the closed-ended investment fund and any member of such investment manager’s group. Relevant related party transactions 11.5.4 R (1) The requirements in UKLR 8.2.1R(1) to (4) and UKLR 8.2.2R to UKLR 8.2.8R apply where a closed-ended investment fund enters into a relevant related party transaction where any percentage ratio is greater than 0.25%. Page 162 of 351

FCA 2024/23 (2) The requirements in UKLR 8.2.7R(2)(a) and (b) apply if any percentage ratio for aggregated relevant related party transactions is greater than 0.25%. 11.5.5 R If a closed-ended investment fund enters into a relevant related party transaction where any percentage ratio is 5% or more (or which is uncapped), the closed-ended investment fund must: (1) comply with the requirements of UKLR 8.2.1R(1) to (4) and UKLR 8.2.2R to UKLR 8.2.3R for the relevant related party transaction, except that the notification is not required to include the information required by: (a) UKLR 8.2.2R(4); or (b) UKLR 8.2.2R(5); (2) send a circular to its shareholders and obtain their prior approval in a general meeting for the transaction; and (3) ensure that any agreement effecting the transaction is conditional on that approval being obtained. 11.5.6 R (1) The requirement to aggregate transactions or arrangements in UKLR 8.2.7R(1) applies to relevant related party transactions for the purposes of UKLR 11.5.5R, except that any transactions or arrangements which have been approved by shareholders are not required to be aggregated. (2) If under this rule aggregation of relevant related party transactions results in a requirement for shareholder approval, that approval is required only for the latest relevant related party transaction. Additional exemption from related party requirements 11.5.7 R (1) UKLR 8.2.1R to UKLR 8.2.8R and UKLR 11.5.4R to UKLR 11.5.6R do not apply to an arrangement between a closed-ended investment fund and its investment manager or any member of that investment manager’s group where the arrangement is such that each invests in or provides finance to an entity or asset and the investment or provision of finance is either: (a) made at the same time and on substantially the same economic and financial terms; (b) referred to in the closed-ended investment fund’s published investment policy; or Page 163 of 351

FCA 2024/23 (c) made in accordance with a pre-existing agreement between the closed-ended investment fund and its investment manager. (2) For the purposes of paragraph (1)(c), a pre-existing agreement is an agreement which was entered into at the time the investment manager was appointed. Material change to terms of a relevant related party transaction 11.5.8 R If, after obtaining shareholder approval but before completion, there is a material change to the terms of a transaction subject to UKLR 11.5.5R, the closed-ended investment fund must comply again separately with UKLR 11.5.5R in relation to the transaction. 11.5.9 G The FCA would (among other things) generally consider an increase of 10% or more in the consideration payable to be a material change to the terms of the transaction. Supplementary circular for relevant related party transaction 11.5.10 R (1) If a closed-ended investment fund becomes aware of a matter described in (2) after the publication of a circular that seeks shareholder approval for a transaction expressly requiring a vote by UKLR 11.5.5R, but before the date of a general meeting, it must, as soon as practicable: (a) advise the FCA of the matters of which it has become aware; and (b) send a supplementary circular to holders of its listed equity shares, providing an explanation of the matters referred to in (2). (2) The matters referred to in (1) are: (a) a material change affecting any matter the closed-ended investment fund is required to have disclosed in a circular; or (b) a material new matter which the closed-ended investment fund would have been required to disclose in the circular if it had arisen at the time of its publication. (3) The closed-ended investment fund must have regard to UKLR 10.3.1R(3) when considering the materiality of any change or new matter under (2). Page 164 of 351

FCA 2024/23 11.5.11 G The circular requirements in UKLR 11.6 apply to a supplementary circular under UKLR 11.5.10R. It may be necessary to adjourn a convened shareholder meeting if a supplementary circular cannot be sent to holders of listed equity shares at least 7 days prior to the convened shareholder meeting as required by UKLR 10.1.9R as applied by UKLR 11.6. Sponsor requirements for transactions 11.5.12 G As set out in UKLR 4.2.1R, a closed-ended investment fund must appoint a sponsor on each occasion it: (1) is required to submit to the FCA a reverse takeover circular or a relevant related party transaction circular required by UKLR 11.5.5R; or (2) is required by UKLR 8.2.1R(3), including as modified by UKLR 11.5.4R, to provide a listed issuer with a confirmation that the terms of a proposed transaction or arrangement with a related party are fair and reasonable. 11.6 Circular requirements 11.6.1 R A closed-ended investment fund must comply with UKLR 10, subject to the modifications and additional requirements set out in this section. 11.6.2 R A closed-ended investment fund is not required to comply with UKLR 10.6.16R (Election of independent directors). Relevant related party transaction circulars 11.6.3 R A closed-ended investment fund must not circulate or publish a circular required by UKLR 11.5.5R unless it has been approved by the FCA. 11.6.4 R (1) UKLR 10.2.2R to UKLR 10.2.7R apply to a circular required by UKLR11.5.5R, subject to the modification in (2). (2) UKLR 10.2.2R(2) is modified so that the words ‘for a reverse takeover circular,’ are deleted. 11.6.5 R The requirements in UKLR 10.4 (Reverse takeover circulars) apply to a circular required by UKLR 11.5.5R in the same way as they apply to a reverse takeover circular, except that UKLR 10.4.1R(5) does not apply. Relevant related party transaction circulars 11.6.6 R A relevant related party transaction circular required by UKLR 11.5.5R must also include (to the extent not already disclosed under UKLR 10.4 as applied by UKLR 11.6.5R): Page 165 of 351

FCA 2024/23 (1) in all cases the following information referred to in the PR Regulation relating to the closed-ended investment fund: Paragraph of Annex 1 of the PR Regulation: (a) Annex 1 item 4.1 – Issuer name; (b) Annex 1 item 4.4 – Issuer address; (c) Annex 1 item 16.1 – Major shareholders; (d) Annex 1 item 18.7.1 – Significant changes in the issuer’s financial position; (e) Annex 1 item 20.1 – Material contracts (if it is information which shareholders of the closed-ended investment fund would reasonably require to make a properly informed assessment of how to vote); and (f) Annex 1 item 21.1 – Documents available; (2) for a transaction or arrangement where the related party is (or was within the 12 months before the transaction or arrangement), a director or shadow director, or an associate of a director or shadow director, of the closed-ended investment fund (or of any other company which is its subsidiary undertaking or parent undertaking or a fellow subsidiary undertaking) the following information referred to in the PR Regulation relating to that director: Paragraph of Annex 1 of the PR Regulation: (a) Annex 1 item 14.2 – Service contracts; (b) Annex 1 item 15.2 – Shareholdings and stock options; and (c) Annex 1 item 17.1 – Related party transactions; (3) full particulars of the transaction or arrangement, including the name of the related party concerned and of the nature and extent of the interest of the party in the transaction or arrangement, and also a statement that the reason the shareholders are being asked to vote on the transaction or arrangement is because it is with a related party; (4) a statement by the board that the transaction or arrangement is fair and reasonable as far as the shareholders of the closed-ended investment fund are concerned and that the directors have been so advised by a sponsor; Page 166 of 351

FCA 2024/23 (5) if applicable, a statement that the related party will not vote on the relevant resolution, and that the related party has undertaken to take all reasonable steps to ensure that its associates will not vote on the relevant resolution, at the meeting; (6) if UKLR 11.5.6R applies, details of each of the transactions or arrangements being aggregated; and (7) if a statement or report attributed to a person as an expert is included in a circular (other than a statement or report incorporated by reference from a prospectus or listing particulars), a statement that it is included, in the form and context in which it is included, with the consent of that person. 11.6.7 R For the purposes of the statement by the board referred to in UKLR 11.6.6R(4): (1) any director who is, or an associate of whom is, the related party, or who is a director of the related party, should not have taken part in the board’s consideration of the matter; and (2) the statement should specify that such persons have not taken part in the board’s consideration of the matter. 11.6.8 R For the purpose of advising the directors under UKLR 11.6.6R(4), a sponsor may take into account but not rely on commercial assessments of the directors. 11.7 Notifications and periodic financial information Changes to tax status 11.7.1 R A closed-ended investment fund must notify any change in its taxation status to a RIS as soon as possible. Annual financial report 11.7.2 R In addition to the requirements in UKLR 6.6 (Annual financial report), a closed-ended investment fund must include in its annual financial report: (1) a statement (including a quantitative analysis) explaining how it has invested its assets with a view to spreading investment risk in accordance with its published investment policy; (2) a statement, set out in a prominent position, as to whether, in the opinion of the directors, the continuing appointment of the investment manager on the terms agreed is in the interests of its shareholders as a whole, together with a statement of the reasons for this view; Page 167 of 351

FCA 2024/23 (3) the names of the fund’s investment managers and a summary of the principal contents of any agreements between the closed-ended investment fund and each of the investment managers, including but not limited to: (a) an indication of the terms and duration of their appointment; (b) the basis for their remuneration; and (c) any arrangements relating to the termination of their appointment, including compensation payable in the event of termination; (4) the full text of its current published investment policy; and (5) a comprehensive and meaningful analysis of its portfolio. Annual financial and half yearly report 11.7.3 R In addition to the requirements in UKLR 6 (Equity shares (commercial companies): continuing obligations), half-yearly reports and, if applicable, preliminary statements of annual results must include information showing the split between: (1) dividend and interest received; and (2) other forms of income (including income of associated companies). Annual financial report additional requirements for property investment entities 11.7.4 R A closed-ended investment fund that, as at the end of its financial year, has invested more than 20% of its assets in property must include in its annual financial report a summary of the valuation of its portfolio, carried out in accordance with UKLR 11.7.5R. 11.7.5 R A valuation required by UKLR 11.7.4R must: (1) either: (a) be made in accordance with the Appraisal and Valuation Standards (6th edition) issued by the Royal Institution of Chartered Surveyors; or (b) where the valuation does not comply in all applicable respects with the Appraisal and Valuation Standards (6th edition) issued by the Royal Institution of Chartered Page 168 of 351

FCA 2024/23 Surveyors, include a statement which sets out a full explanation of such non-compliance; and (2) be carried out by an external valuer as defined in the Appraisal and Valuation Standards (6th edition) issued by the Royal Institution of Chartered Surveyors. 11.7.6 R The summary described in UKLR 11.7.4R must include: (1) the total value of properties held at the year end; (2) totals of the cost of properties acquired; (3) the net book value of properties disposed of during the year; and (4) an indication of the geographical location and type of properties held at the year end. Statement regarding compliance with UK Corporate Governance Code 11.7.7 R (1) This rule applies to a closed-ended investment fund that has no executive directors. (2) A closed-ended investment fund’s statement required by UKLR 6.6.6R(6) need not include details about Principles P, Q and R and Provisions 32 to 41 of the UK Corporate Governance Code, except to the extent that those principles or provisions relate specifically to non-executive directors. Notification of cross-holdings 11.7.8 R A closed-ended investment fund must notify to a RIS within 5 business days of the end of each quarter a list of all investments in other listed closed-ended investment funds, as at the last business day of that quarter, which themselves do not have stated investment policies to invest no more than 15% of their total assets in other listed closed-ended investment funds. 12 Open-ended investment companies: requirements for listing and continuing obligations 12.1 Application Application 12.1.1 R This chapter applies to an open-ended investment company applying for, or with, a listing of securities in the open-ended investment companies category. Page 169 of 351

FCA 2024/23 12.2 Requirements for listing and listing applications Requirements for listing 12.2.1 R To be listed, an applicant must be an open-ended investment company which is: (1) an ICVC that has been granted an authorisation order by the FCA; or (2) an overseas collective investment scheme that is a recognised scheme. Listing applications 12.2.2 G The FCA will admit to listing such number of securities as the applicant may request for the purpose of future issues. At the time of issue, the securities will be designated to the relevant class. Multi-class fund or umbrella fund 12.2.3 R An applicant which is a multi-class or umbrella fund is not required to make a further listing application when creating a new class of security if the applicant: (1) does not increase its share capital for which listing has previously been granted; and (2) provides the FCA with details of the new class. 12.3 Requirements with continuing application Authorisation or recognition 12.3.1 R An open-ended investment company must comply with UKLR 12.2.1R at all times. Admission to trading 12.3.2 R Other than in regard to securities to which UKLR 23 applies, the listed equity shares of an open-ended investment company must be admitted to trading on a regulated market for listed securities. Further issues 12.3.3 R Where shares of the same class as shares that are listed are allotted, an application for admission to listing of such shares must be made as soon as possible and in any event within one year of the allotment. Page 170 of 351

FCA 2024/23 Copies of documents 12.3.4 R An open-ended investment company must forward to the FCA, for publication, by uploading to the national storage mechanism, a copy of: (1) all circulars, notices, reports or other documents to which the listing rules apply, at the same time as any such documents are issued; and (2) all resolutions passed by the open-ended investment company, other than resolutions concerning ordinary business at an annual general meeting, as soon as possible after the relevant general meeting. 12.3.5 R (1) An open-ended investment company must notify a RIS as soon as possible when a document has been forwarded to the FCA under UKLR 12.3.4R unless the full text of the document is provided to the RIS. (2) A notification made under (1) must set out where copies of the relevant document can be obtained. First point of contact details 12.3.6 R An open-ended investment company must ensure that the FCA is provided with up-to-date contact details of at least one appropriate person nominated by it to act as the first point of contact with the FCA in relation to the open-ended investment company’s compliance with the listing rules, the disclosure requirements and the transparency rules, as applicable. Compliance with the disclosure requirements and corporate governance rules 12.3.7 G An open-ended investment company whose equity shares are admitted to trading on a regulated market in the United Kingdom should consider its obligations under the disclosure requirements. 12.3.8 R An open-ended investment company that is not already required to comply with DTR 7.2 (Corporate governance statements) must comply with DTR 7.2 as if it were an issuer to which that section applies. Changes to tax status 12.3.9 R An open-ended investment company must notify any change in its taxation status to a RIS as soon as possible. Equity shares (shell companies): requirements for listing and continuing obligations Page 171 of 351 13

FCA 2024/23 13.1 Application 13.1.1 R This chapter applies to a shell company with, or applying for, a listing of equity shares in the equity shares (shell companies) category. It does not apply to securities of: (1) a closed-ended investment fund; (2) an open-ended investment company; or (3) an investment entity that is not a closed-ended investment fund or an open ended-investment company. Meaning of ‘shell company’ 13.1.2 R A shell company is an issuer whose: (1) assets consist solely or predominantly of cash or short-dated securities; or (2) predominant purpose or objective is to undertake an acquisition or merger, or a series of acquisitions or mergers. 13.1.3 G An issuer should consider the guidance in UKLR 21.2.5G and contact the FCA as soon as possible if at any time an issuer no longer meets the definition of a shell company as a result of completing an initial transaction to request a cancellation of listing. Meaning of ‘founding shareholder’, ‘public shareholder’ and ‘shell company sponsor’ 13.1.4 R For shell companies that fall within UKLR 13.1.2R(2): (1) ‘founding shareholder’ means a shareholder who founded or established a shell company; (2) ‘public shareholder’ means a shareholder who is not a founding shareholder, a shell company sponsor or a director; and (3) ‘shell company sponsor’ means a person who provides any of the following to a shell company: (a) capital or other finance to support the operating costs of the shell company; (b) financial, advisory, consultancy or legal services; (c) facilities or support services; or Page 172 of 351

FCA 2024/23 (d) any other material contribution to the establishment and ongoing operation of the shell company. When a sponsor must be appointed 13.1.5 G An issuer should consider its obligation to appoint a sponsor under UKLR 4.2.1R and the requirement to obtain a sponsor’s guidance under UKLR 4.2.6R. 13.1.6 G An issuer should consider its obligation to appoint a sponsor under UKLR 4.2.2R(2), (6) and (9) where it is applying to transfer its category of listing to the equity shares (shell companies) category from one of the following listing categories: (1) the equity shares (commercial companies) category; (2) the equity shares (international commercial companies secondary listing) category; or (3) the equity shares (transition) category. 13.1.7 G An issuer should consider the obligations to contact the FCA, through its sponsor, under UKLR 13.2.2G (relating to transfer of listing category), UKLR 13.4.4R (Requirement for a suspension), UKLR 13.4.21R (relating to where the shell company no longer satisfies the conditions for which a suspension is not required) and UKLR 13.4.24R (Cancellation of listing). 13.2 Requirements for listing Time period for initial transaction to be completed 13.2.1 R The constitution of a shell company applying for a listing of equity shares in the equity shares (shell companies) category: (1) must provide that if the shell company has not completed an initial transaction on or before the date which is 24 months from the date of admission, it will cease operations on the date which is 24 months from the date of admission; (2) may provide that the period of 24 months referred to in (1) can be extended before the end of the period referred to in (1) by 3 further periods of 12 months, up to a total of 36 months, provided that: (a) the first 12-month extension to the period referred to in (1) is approved by the public shareholders of the shell company before the end of the period referred to in (1); and Page 173 of 351

FCA 2024/23 (b) any further 12-month extension periods are approved by the public shareholders before the end of the prior 12- month period; and (3) may provide that the period of 24 months referred to in (1), or the extended period referred to in (2), can be extended for a further period of up to 6 months where, before the end of the period referred to in (1) or each of the extended periods in (2), as applicable: (a) the approval of shareholders for an initial transaction, where such approval is sought by an issuer for the purposes of satisfying the conditions in UKLR 13.4.17G, has been obtained but the initial transaction has not completed; (b) a general meeting has been convened to obtain the approval of shareholders for an initial transaction, where such approval is sought by an issuer for the purposes of satisfying the conditions in UKLR 13.4.17G; (c) the shell company has made an announcement that: (i) a general meeting to obtain the approval of shareholders for an initial transaction, where such approval is sought by an issuer for the purposes of satisfying the conditions in UKLR 13.4.17G, will be convened for a date which is specified in the announcement; and (ii) a notice to convene the general meeting referred to in (i) will be sent to shareholders, within a specified time following the announcement; or (d) an agreement for an initial transaction has been entered into but the initial transaction has not been completed and the shell company has not made an announcement in accordance with (c), provided that any such extension is notified to a RIS before the end of the period referred to in (1), (2) or (3), as applicable. 13.2.2 G An issuer which becomes a shell company and an issuer which is applying to transfer its category of listing to the equity shares (shell companies) category from the equity shares (commercial companies) category, the equity shares (transition) category or the equity shares (international commercial companies secondary listing) category under Page 174 of 351

FCA 2024/23 UKLR 21.5.1R(10), (16) and (17) should contact the FCA, through its sponsor, as soon as possible to discuss their application. 13.2.3 G The FCA would generally allow a listed company that becomes a shell company a period of 12 months to comply with the requirements for listing under UKLR 13.2 and submit their application to transfer. Equity shares in public hands 13.2.4 R (1) Where an applicant is applying for the admission of a class of equity shares to listing in the equity shares (shell companies) category, a sufficient number of shares of that class must, no later than the time of admission, be distributed to the public. (2) For the purposes of paragraph (1): (a) a sufficient number of shares will be taken to have been distributed to the public when 10% of the shares for which application for admission has been made are in public hands; and (b) treasury shares are not to be taken into consideration when calculating the number of shares of the class. (3) For the purposes of paragraphs (1) and (2), shares are not held in public hands if they are: (a) held, directly or indirectly, by: (i) a director of the applicant or of any of its subsidiary undertakings; (ii) a person connected with a director of the applicant or of any of its subsidiary undertakings; (iii) the trustees of any employees’ share scheme or pension fund established for the benefit of any directors and employees of the applicant and its subsidiary undertakings; (iv) any person who, under any agreement, has a right to nominate a person to the board of directors of the applicant; or (v) any person or persons in the same group or persons acting in concert who have an interest in 5% or more of the shares of the relevant class; or (b) subject to a lock-up period of more than 180 days. Page 175 of 351

FCA 2024/23 13.2.5 G When calculating the number of shares for the purposes of UKLR 13.2.4R(3)(a)(v), holdings of investment managers in the same group will be disregarded where: (1) investment decisions are made independently by the individual in control of the relevant fund; and (2) those decisions are unfettered by the group to which the investment manager belongs. Shares of a third country shell company 13.2.6 R The FCA will not admit shares of a shell company incorporated in a third country that are not listed either in its country of incorporation or in the country in which a majority of its shares are held, unless the FCA is satisfied that the absence of the listing is not due to the need to protect investors. Disclosures to be published in a prospectus 13.2.7 R Except where UKLR 13.2.8R applies, a shell company must disclose in the prospectus published in relation to the admission to listing of the shell company’s shares the expected length of time it will take for the shell company to complete an initial transaction. 13.2.8 R (1) An issuer which: (a) is applying to transfer the category of its listing to the equity shares (shell companies) category from the equity shares (commercial companies) category, the equity shares (transition) category or the equity shares (international commercial companies secondary listing) category under UKLR 21.5.1R(10), (16) and (17); and (b) does not have a prospectus but, where applicable, is required to produce as part of its compliance with: (i) UKLR 21.5.6R(2), a circular; or (ii) UKLR 21.5.7R(2), an announcement, must comply with the specific requirement in (2) and UKLR 10.3.1R(1), where relevant, and have regard to the guidance in UKLR 21.5.12G. (2) The requirement is that an applicant must disclose the expected length of time it will take for the company to complete an initial transaction in such circular or announcement once its category of Page 176 of 351

FCA 2024/23 listing is transferred to the equity shares (shell companies) category. Other considerations for shell companies intending to enter into an initial transaction which falls within UKLR 13.4.17G 13.2.10 G If a shell company intends to rely on UKLR 13.4.17G, it should: (1) consider whether it has sufficient measures in place such that a suspension is not required in the event of an initial transaction under UKLR 13.4.17G; and (2) submit a letter to the FCA setting out how the shell company satisfies or will satisfy the conditions in UKLR 13.4.17G. 13.3 Continuing obligations Admission to trading 13.3.1 R Other than in regard to securities to which UKLR 23 applies, the listed equity shares of a shell company must be admitted to trading on a regulated market for listed securities. Time period for initial transaction to be completed 13.3.2 R A listed shell company must comply with UKLR 13.2.1R at all times. Board approval of any initial transaction 13.3.3 R A listed shell company must: (1) obtain the approval of its board for an initial transaction before it is entered into; and (2) ensure that the following do not take part in the board’s consideration of the initial transaction and do not vote on the relevant board resolution: (a) any director who is, or an associate of whom is, a director of the target or of a subsidiary undertaking of the target; and (b) any director who has a conflict of interest in relation to the target or a subsidiary undertaking of the target. Equity shares in public hands 13.3.4 R (1) A listed shell company must comply with UKLR 13.2.4R at all times. Page 177 of 351

FCA 2024/23 (2) A listed shell company must notify the FCA without delay if it does not comply with the continuing obligation set out in UKLR 13.3.4R. 13.3.5 G If a listed shell company is contemplating any action related to its share capital, including purchasing or redeeming its equity shares, the shell company should consider the impact it has on its ability to comply with UKLR 13.3.4R(1). 13.3.6 G If a listed shell company makes a notification under UKLR 13.3.4R(2), it should consider seeking a cancellation of listing. In particular, the shell company should note UKLR 21.2.2G(2) and UKLR 21.2.3G. Notification of non-compliance with continuing obligations 13.3.7 R A listed shell company must notify the FCA without delay if it does not comply with any continuing obligation set out in: (1) UKLR 13.3.2R; or (2) UKLR 13.3.3R. Further issues 13.3.8 R Where shares of the same class as equity shares that are listed in the equity shares (shell companies) category are allotted, an application for admission to listing of such shares must be made as soon as possible and in any event within 1 year of the allotment. Copies of documents 13.3.9 R A listed shell company must forward to the FCA, for publication, by uploading to the national storage mechanism, a copy of: (1) all circulars, notices, reports or other documents to which the listing rules apply, at the same time as any such documents are issued; and (2) all resolutions passed by the shell company, other than resolutions concerning ordinary business at an annual general meeting, as soon as possible after the relevant general meeting. 13.3.10 R (1) A listed shell company must notify a RIS as soon as possible when a document has been forwarded to the FCA under UKLR 13.3.9R unless the full text of the document is provided to the RIS. (2) A notification made under (1) must set out where copies of the relevant document can be obtained. Page 178 of 351

FCA 2024/23 First point of contact details 13.3.11 R A listed shell company must ensure that the FCA is provided with up-to￾date contact details of at least one appropriate person nominated by it to act as the first point of contact with the FCA in relation to the shell company’s compliance with the listing rules, the disclosure requirements and the transparency rules. Temporary documents of title (including renounceable documents) 13.3.12 R A listed shell company must ensure that any temporary document of title (other than one issued in global form) for a share: (1) is serially numbered; (2) states, where applicable: (a) the name and address of the first holder and the names of joint holders (if any); (b) the pro rata entitlement; (c) the last date on which transfers were or will be accepted for registration for participation in the issue; (d) how the shares rank for dividend or interest; (e) the nature of the document of title and the proposed date of issue; (f) how fractions (if any) are to be treated; and (g) for a rights issue, the time, being not less than 10 business days calculated in accordance with UKLR 9.4.6R, in which the offer may be accepted, and how shares not taken up will be dealt with; and (3) if renounceable: (a) states in a heading that the document is of value and negotiable; (b) advises holders of shares who are in any doubt as to what action to take to consult appropriate independent advisers immediately; (c) states that where all of the shares have been sold by the addressee (other than ex rights or ex capitalisation), the Page 179 of 351

FCA 2024/23 document should be passed to the person through whom the sale was effected for transmission to the purchaser; (d) has the form of renunciation and the registration instructions printed on the back of, or attached to, the document; (e) includes provision for splitting (without fee) and for split documents to be certified by an official of the shell company or authorised agent; (f) provides for the last day for renunciation to be the second business day after the last day for splitting; and (g) if, at the same time as an allotment is made of shares issued for cash, shares of the same class are also allotted credited as fully paid to vendors or others, provides for the period for renunciation to be the same as, but no longer than, that provided for in the case of shares issued for cash. Definitive documents of title 13.3.13 R A listed shell company must ensure that any definitive document of title for a share (other than a bearer security) includes the following matters on its face (or on the reverse in the case of (6)): (1) the authority under which the shell company is constituted and the country of incorporation and registered number (if any); (2) the number or amount of shares the certificate represents and, if applicable, the number and denomination of units (in the top right￾hand corner); (3) a footnote stating that no transfer of the share or any portion of it represented by the certificate can be registered without production of the certificate; (4) if applicable, the minimum amount and multiples thereof in which the share is transferable; and (5) the date of the certificate. (6) for shares with preferential rights, on the face (or, if not practicable, on the reverse), a statement of the conditions thereof as to capital, dividends and (where applicable) conversion. Disclosure requirements and transparency rules Page 180 of 351

FCA 2024/23 13.3.14 G A listed shell company whose shares are admitted to trading on a regulated market should consider its obligations under the disclosure requirements and the transparency rules. Disclosure of rights attached to shares 13.3.15 R Unless exempted in UKLR 13.3.18R, a listed shell company must: (1) forward to the FCA for publication a copy of one or more of the following: (a) the approved prospectus or listing particulars for its listed shares; (b) the relevant agreement or document setting out the terms and conditions on which its listed shares were issued; or (c) a document describing: (i) the rights attached to its listed shares; (ii) limitations on such rights; and (iii) the procedure for the exercise of such rights, produced in accordance with the relevant Annex of the Prospectus Regulation that would have applied had the shell company been required to produce a prospectus for those listed shares; and (2) if the information in relation to the rights attached to its listed shares set out in the document previously forwarded in accordance with (1) is no longer accurate, forward to the FCA for publication a copy of either of the following: (a) a new document in accordance with (1); or (b) a document describing or setting out the changes which have occurred in relation to the rights attached to the shell company’s listed shares. 13.3.16 R The documents in UKLR 13.3.15R must be forwarded to the FCA for publication by uploading them to the national storage mechanism. 13.3.17 G The purpose of UKLR 13.3.15R is to require companies to maintain publicly available information in relation to the rights attached to their listed shares so that investors can access such information. 13.3.18 R A listed shell company is exempt from UKLR 13.3.15R where: Page 181 of 351

FCA 2024/23 (1) it has previously forwarded to the FCA for publication, or otherwise filed with the FCA, a document specified in UKLR 13.3.15R(1); (2) if the information in relation to the rights attached to its listed shares set out in the document previously forwarded or filed in accordance with (1) is no longer accurate, it has forwarded to the FCA for publication, or otherwise filed with the FCA, a copy of either of the following: (a) one of the documents specified in UKLR 13.3.15R(1); or (b) a document describing or setting out the changes which have occurred in relation to the rights attached to the shell company’s listed shares; and (3) the documents in (1) and (2) have been forwarded to the FCA for publication, or otherwise filed with the FCA, by: (a) forwarding them for publication on a location previously identified on the FCA website where the public can inspect documents referred to in the listing rules as being documents to be made available at the document viewing facility; or (b) uploading them to the national storage mechanism. Registrar 13.3.19 R An overseas shell company must appoint a registrar in the United Kingdom if: (1) there are 200 or more holders resident in the United Kingdom; or (2) 10% or more of the shares are held by persons resident in the United Kingdom. Notifications relating to capital 13.3.20 R A listed shell company must notify a RIS as soon as possible (unless otherwise indicated in this rule) of the following information relating to its capital: (1) any proposed change in its capital structure, save that an announcement of a new issue may be delayed while marketing or underwriting is in progress; Page 182 of 351

FCA 2024/23 (2) any redemption of listed shares, including details of the number of shares redeemed and the number of shares of that class outstanding following the redemption; (3) any extension of time granted for the currency of temporary documents of title; and (4) the results of any new issue of listed equity securities or of a public offering of existing shares or other equity securities. 13.3.21 R Where the shares are subject to an underwriting agreement, a listed shell company may, at its discretion and subject to the disclosure requirements and contents of DTR 2, delay notifying a RIS as required by UKLR 13.3.20R(4) for up to 2 business days until the obligation by the underwriter to take or procure others to take shares is finally determined or lapses. In the case of an issue or offer of shares which is not underwritten, notification of the result must be made as soon as it is known. Compliance with the transparency rules and corporate governance rules 13.3.22 G A listed shell company whose securities are admitted to trading on a regulated market should consider its obligations under DTR 4 (Periodic Financial Reporting), DTR 5 (Vote Holder and Issuer Notification Rules) and DTR 6 (Continuing obligations and access to information). 13.3.23 R A listed shell company that is not already required to comply with the transparency rules must comply with DTR 4, DTR 5 and DTR 6 as if it were an issuer for the purposes of the transparency rules. 13.3.24 R A listed shell company that is not already required to comply with DTR 7.2 (Corporate governance statements) must comply with DTR 7.2 as if it were an issuer to which that section applies. 13.3.25 R A listed shell company that is not already required to comply with DTR 7.3 (Related party transactions) must comply with DTR 7.3 as if it were an issuer to which DTR 7.3 applies, subject to the modifications set out in UKLR 13.3.26R. 13.3.26 R For the purposes of UKLR 13.3.25R, DTR 7.3 is modified as follows: (1) DTR 7.3.2R must be read as if the words ‘has the meaning in UK￾adopted IFRS’ are replaced as follows: ‘has the meaning: (1) in UK-adopted IFRS; or Page 183 of 351

FCA 2024/23 (2) Where the listed shell company prepares annual consolidated financial statements in accordance with accounting standards which have been determined to be equivalent to UK-adopted IFRS and which are set out in the TD Equivalence Decision: (a) in UK-adopted IFRS; or (b) in the equivalent accounting standards in accordance with which its annual consolidated financial statements are prepared, at the choice of the listed shell company.’ (2) DTR 7.3.8R(2) and DTR 7.3.8R(3) do not apply. (3) DTR 7.3.9R must be read as follows: (a) as if the words ‘after obtaining board approval’ are replaced by ‘after publishing an announcement in accordance with DTR 7.3.8R(1)’; and (b) the reference to DTR 7.3.8R must be read as a reference to DTR 7.3.8R as modified by UKLR 13.3.26R(2). (4) In DTR 7.3.13R, the references to DTR 7.3.8R must be read as references to DTR 7.3.8R as modified by UKLR 13.3.26R(2). 13.4 Initial transactions Application 13.4.1 R This section applies: (1) to a listed shell company that intends to enter into an initial transaction; and (2) regardless of whether the listed shell company acquires the equity shares of a target within the same category of listing as the shell company. Meaning of ‘initial transaction’ 13.4.2 R (1) In UKLR, an ‘initial transaction’ means a transaction consisting of: (a) An acquisition of a part of or the entirety of a business, a company and/or assets by a listed shell company or a subsidiary of a listed shell company; Page 184 of 351

FCA 2024/23 (b) the entry into a loan or any form of financing agreement by a listed shell company or a subsidiary of a listed shell company; or (c) the entry into a joint venture agreement by a listed shell company or a subsidiary of a listed shell company. (2) Paragraph (1)(a) applies whether such acquisition is effected: (a) by way of a direct acquisition by the listed shell company or a subsidiary of the listed shell company; (b) by way of the listed shell company introducing a new holding company to its corporate structure and then carrying out the acquisition through the new holding company; or (c) in any other way. 13.4.3 G For the purpose of UKLR 13.4.2R, the FCA considers that: (1) the first transaction that a listed shell company enters into will generally constitute an initial transaction; and (2) provided that a transaction falls within UKLR 13.4.2R, a transaction of any size may constitute an initial transaction. Requirement for a suspension 13.4.4 R A listed shell company must, through its sponsor, contact the FCA as early as possible in the following circumstances: (1) before the announcement of an initial transaction which has been agreed or is in contemplation, to discuss whether a suspension of listing is appropriate; or (2) where details of the initial transaction have leaked, to request a suspension. 13.4.5 G Examples of where the FCA will consider that an initial transaction is in contemplation include situations where: (1) the listed shell company has approached the target’s board; (2) the listed shell company has entered into an exclusivity period with a target; or (3) the listed shell company has been given access to begin due diligence work (whether or not on a limited basis). Page 185 of 351

FCA 2024/23 13.4.6 G Generally, when an initial transaction between a listed shell company and a target is announced or leaked, there will be insufficient publicly available information about the proposed transaction (which includes transactions under contemplation as well as those where terms have been agreed) and the listed shell company will be unable to assess accurately its financial position and inform the market accordingly. In this case, the FCA will often consider that suspension will be appropriate, as set out in UKLR 21.1.2G(3) and (4). However, the FCA may agree with the listed shell company, through its sponsor, that a suspension is not required if the FCA is satisfied that: (1) there is sufficient publicly available information about the proposed transaction (which includes transactions under contemplation as well as those where terms have been agreed); or (2) where the listed shell company is an issuer which falls within UKLR 13.1.2R(2), the listed shell company has sufficient measures in place to protect investors and so that the smooth operation of the market is not temporarily jeopardised. 13.4.7 G UKLR 13.4.8G to UKLR 13.4.21R set out circumstances in which the FCA will generally be satisfied that a suspension is not required. Initial transaction by a listed shell company: target admitted to a regulated market 13.4.8 G The FCA will generally be satisfied that there is sufficient information in the market about the proposed transaction if: (1) the target has equity shares or certificates representing equity securities admitted to a regulated market; and (2) the listed shell company makes an announcement stating that the target has complied with the disclosure requirements applicable on that regulated market and providing details of where information disclosed pursuant to those requirements can be obtained. 13.4.9 R An announcement made for the purpose of UKLR 13.4.8G(2) must be published by means of a RIS. Initial transaction by a listed shell company: target subject to the disclosure regime of another market 13.4.10 G The FCA will generally be satisfied that there is sufficient publicly available information in the market about the proposed transaction if the target has equity securities admitted to an investment exchange or trading platform that is not a regulated market and the listed shell company: Page 186 of 351

FCA 2024/23 (1) confirms, in a form acceptable to the FCA, that the disclosure requirements in relation to financial information and inside information of the investment exchange or trading platform on which the target’s securities are admitted are not materially different from the disclosure requirements under DTR and the disclosure requirements; and (2) makes an announcement to the effect that: (a) the target has complied with the disclosure requirements applicable on the investment exchange or trading platform to which its securities are admitted and provides details of where information disclosed pursuant to those requirements can be obtained; and (b) there are no material differences between: (i) the disclosure requirements applicable on the investment exchange or trading platform to which its securities are admitted; and (ii) the disclosure requirements under DTR and the disclosure requirements. 13.4.11 R A written confirmation provided for the purpose of UKLR 13.4.10G(1) must be given by the sponsor. 13.4.12 R An announcement made for the purpose of UKLR 13.4.10G(2) must be published by means of a RIS. Initial transaction by a listed shell company: target not subject to a public disclosure regime 13.4.13 G Where the target in an initial transaction by a listed shell company is not subject to a public disclosure regime, or if the target has securities admitted on an investment exchange or trading platform that is not a regulated market but the listed shell company is not able to give the confirmation and make the announcement contemplated by UKLR 13.4.10G, the FCA will generally be satisfied that there is sufficient publicly available information in the market about the proposed transaction such that a suspension is not required where the listed shell company makes an announcement containing: (1) financial information on the target covering the last 3 years. Generally, the FCA would consider the following information to be sufficient: (a) profit and loss information to at least operating profit level; Page 187 of 351

FCA 2024/23 (b) balance sheet information, highlighting at least net assets and liabilities; (c) relevant cash flow information; and (d) a description of the key differences between the listed shell company’s accounting policies and the policies used to present the financial information on the target; (2) a description of the target, to include key non-financial operating or performance measures appropriate to the target’s business operations and the information as required under section 10 of Annex 1 (Trend information) of the PR Regulation (see PRR App 2) for the target; (3) a declaration that the directors of the listed shell company consider that the announcement contains sufficient information about the business to be acquired to provide a properly informed basis for assessing its financial position; and (4) a declaration confirming that the listed shell company has made the necessary arrangements with the target vendors to enable it to keep the market informed without delay of any developments concerning the target that would be required to be released were the target part of the listed shell company. 13.4.14 R An announcement made for the purpose of UKLR 13.4.13G must be published by means of a RIS. 13.4.15 R A listed shell company, through its sponsor, must provide written confirmation to the FCA that, in its opinion, it is reasonable for the listed shell company to provide the declarations described in UKLR 13.4.13G(3) and (4). 13.4.16 R Where the FCA has agreed that a suspension is not necessary as a result of an announcement made for the purpose of UKLR 13.4.13G the listed shell company must comply with the obligation under article 17(1) of the Market Abuse Regulation on the basis that the target already forms part of the enlarged group. Initial transaction by a listed shell company which falls within UKLR 13.1.2R(2): other circumstances where a suspension is not required 13.4.17 G The FCA will generally be satisfied that a listed shell company which falls within UKLR 13.1.2R(2) has sufficient measures in place to protect investors and so that the smooth operation of the market is not temporarily jeopardised such that a suspension is not required where the following conditions are met: Page 188 of 351

FCA 2024/23 (1) at the date of admission, the aggregate gross cash proceeds received by the listed shell company in consideration for the listed shares issued by it to public shareholders were at least £100 million; (2) the listed shell company has adequate binding arrangements in place with an independent third party to ensure that the aggregate gross cash proceeds received in consideration for any listed shares that it has issued, or issues, to (where relevant) public shareholders are protected from being used for any purpose other than: (a) to provide the consideration for an initial transaction which has been approved by: (i) its board, in accordance with (4); and (ii) its public shareholders, in accordance with (5); (b) to redeem or purchase listed shares held by public shareholders following the exercise of the right to be redeemed or purchased referred to in (7); (c) to be distributed to public shareholders if an initial transaction has not been completed by the date specified in UKLR 13.2.1R; or (d) to return capital to public shareholders in the event of a winding up of the company; (3) the listed shell company’s constitution provides for the matters set out in UKLR 13.2.1R; (4) the listed shell company’s constitution: (a) provides that the listed shell company must obtain the approval of its board for an initial transaction before it is entered into; and (b) ensures that the following do not take part in the board’s consideration of the initial transaction and do not vote on the relevant board resolution: (i) any director who is, or an associate of whom is, a director of the target or of a subsidiary undertaking of the target; and Page 189 of 351

FCA 2024/23 (ii) any director who has a conflict of interest in relation to the target or a subsidiary undertaking of the target; (5) the listed shell company’s constitution: (a) provides that the listed shell company must obtain the approval of its shareholders for an initial transaction either: (i) before the transaction is entered into; or (ii) if the transaction is expressed to be conditional on that approval, before it is completed; and (b) ensures that any founding shareholder, shell company sponsor or director does not vote on the relevant resolution; (6) the listed shell company’s constitution provides that where any director has a conflict of interest in relation to the target or a subsidiary undertaking of the target, the listed shell company must publish, in sufficient time before shareholder approval for an initial transaction is sought, a statement by the board that: (a) the proposed transaction is fair and reasonable as far as the public shareholders of the listed shell company are concerned; and (b) the directors have been so advised by an appropriately qualified and independent adviser; (7) the holders of the listed shares have the right to require the listed shell company to redeem or otherwise purchase their shares for a pre-determined amount, which is exercisable: (a) at the discretion of the holder prior to completion of an initial transaction; and (b) whether or not the holder voted in favour of the initial transaction on any shareholder resolution to approve the transaction; and (8) the listed shell company has disclosed the matters set out in (2) to (7) in the prospectus published in relation to the admission to listing of the listed shell company’s shares. Page 190 of 351

FCA 2024/23 13.4.18 G (1) A specified amount or proportion of the cash proceeds referred to in UKLR 13.4.17G(2) may be excluded from the amount which is protected, and may be retained to be used by the listed shell company for legitimate purposes prior to the completion of any proposed initial transaction, where that amount or proportion has been disclosed in the prospectus published in relation to the admission to listing of the listed shell company’s shares. (2) For the purposes of (1), legitimate purposes prior to the completion of any proposed initial transaction include: (a) quantified costs relating to the proposed initial transaction; (b) deferred underwriting costs; (c) operating costs and taxes relating to a binding arrangement under UKLR 13.4.17G(2), where applicable; and (d) due diligence costs in relation to the proposed initial transaction. 13.4.19 R (1) In order for the FCA to be satisfied for the purposes of UKLR 13.4.6G(2), the listed shell company must provide a written confirmation from the board to the FCA that: (a) the conditions set out in UKLR 13.4.17G have been met; (b) the listed shell company has complied with the requirements in UKLR 13.2.1R and will continue to comply with UKLR 13.3.2R to UKLR 13.3.3R until an initial transaction is completed; and (c) the conditions set out in UKLR 13.4.17G(2) to (7) will continue to be met until an initial transaction is completed. (2) A listed shell company, through its sponsor, must provide written confirmation to the FCA that, in its opinion, it is reasonable for the listed shell company to provide the confirmations set out in (1), if requested to do so. 13.4.20 R Where the FCA has agreed that a suspension is not necessary as a result of the listed shell company meeting the conditions set out in UKLR 13.4.17G and having provided the written confirmations set out in UKLR 13.4.19R, the listed shell company must make an announcement via a RIS of the initial transaction under UKLR 13.4.22R. 13.4.21 R A listed shell company must contact the FCA, through its sponsor, as soon as possible if, at any time after the written confirmations referred to in Page 191 of 351

FCA 2024/23 UKLR 13.4.19R have been provided to the FCA, any of the conditions set out in UKLR 13.4.17G(2) to (7) are no longer met, to request a suspension of listing. Notification of an initial transaction 13.4.22 R A listed shell company must, in relation to an initial transaction: (1) notify a RIS as soon as possible after the terms of an initial transaction are agreed; and (2) subject to the modifications set out in UKLR 13.4.23R, comply with the requirements of UKLR 7.3 (Significant transactions) and UKLR 7 Annex 2 (Notification requirements) for the initial transaction. 13.4.23 R For the purposes of UKLR 13.4 (Initial transactions), UKLR 7.3 (Significant transactions) and UKLR 7 Annex 2 (Notification requirements) are modified as follows: (1) References to ‘significant transactions’ must be read as a reference to an initial transaction. (2) References to ‘listed company’ must be read as a reference to a listed shell company. (3) The reference in UKLR 7.3.1R(2)(a) to UKLR 7 must be read as a reference to UKLR 13. (4) UKLR 7.3.2R, UKLR 7.3.5G(3), UKLR 7.3.13R(1)(d) and (3), UKLR 7.3.14R(2), and UKLR 7 Annex 2 1.1R(15) do not apply. Cancellation of listing 13.4.24 R A listed shell company must contact the FCA, through its sponsor, as early as possible: (1) before an initial transaction which has been agreed or is in contemplation is announced; or (2) where details of the initial transaction have leaked, to discuss whether a cancellation of the listed shell company’s listing is appropriate on completion of the initial transaction. 13.4.25 G If a listed shell company is proposing to enter into a transaction classified as an initial transaction, it should consider UKLR 21.2.2G and UKLR 21.2.5G. Page 192 of 351

FCA 2024/23 13.4.26 G As set out in UKLR 21.2.5G, where a listed shell company completes an initial transaction, the FCA will generally seek to cancel the listing of a shell company’s equity shares and, where relevant, the shell company’s other listed securities. 13.4.27 R If a listed shell company intends to cancel the shell company’s listing, the shell company is required to notify a RIS in accordance with UKLR 21.2.17R. 13.4.28 R Where a listed shell company’s listing is cancelled following completion of an initial transaction, the shell company must re-apply for the listing of the equity shares. 13.4.29 G Where a shell company re-applies for the listing of the shell company as enlarged by the initial transaction, the FCA will take into account any information it considers appropriate, including whether the shell company has complied with, since listing, its obligations under the listing rules, disclosure requirements, transparency rules and corporate governance rules. 13.4.30 G A listed shell company should consider the impact of an initial transaction on any other of its listed securities, such as warrants. 13.4.31 G On the completion of an initial transaction, if the shell company’s equity shares are admitted to the equity shares (shell companies) category following re-application, the FCA will generally be satisfied that a cancellation of the listing of the shell company’s other listed securities will not be required. 13.4.32 G Where, on completion of an initial transaction, the shell company’s equity shares are not admitted to the equity shares (shell companies) category, a shell company should re-apply for the listing of a shell company’s listed securities, other than its equity shares, and satisfy the relevant requirements for listing. 14 Equity shares (international commercial companies secondary listing): requirements for listing and continuing obligations 14.1 Preliminary Application 14.1.1 R This chapter applies to a company with, or applying for, a listing of equity shares in the equity shares (international commercial companies secondary listing) category, other than those of: (1) a closed-ended investment fund; Page 193 of 351

FCA 2024/23 (2) an open-ended investment company; (3) a shell company; or (4) an investment entity that is not a closed-ended investment fund or an open-ended investment company. 14.2 Requirements for listing Incorporation 14.2.1 R An applicant (other than an overseas public sector issuer) must be an overseas company. Shares in public hands 14.2.2 R (1) Where an applicant is applying for the admission of a class of equity shares to listing in the equity shares (international commercial companies secondary listing) category, a sufficient number of shares of that class must, no later than the time of admission, be distributed to the public. (2) For the purposes of paragraph (1): (a) a sufficient number of shares will be taken to have been distributed to the public when 10% of the shares for which application for admission has been made are in public hands; and (b) treasury shares are not to be taken into consideration when calculating the number of shares of the class. (3) For the purposes of paragraphs (1) and (2), shares are not held in public hands if they are: (a) held, directly or indirectly, by: (i) a director of the applicant or of any of its subsidiary undertakings; (ii) a person connected with a director of the applicant or of any of its subsidiary undertakings; (iii) the trustees of any employees’ share scheme or pension fund established for the benefit of any directors and employees of the applicant and its subsidiary undertakings; Page 194 of 351

FCA 2024/23 (iv) any person who, under any agreement, has a right to nominate a person to the board of directors of the applicant; or (v) any person or persons in the same group or persons acting in concert who have an interest in 5% or more of the shares of the relevant class; or (b) subject to a lock-up period of more than 180 days. 14.2.3 G When calculating the number of shares for the purposes of UKLR 14.2.2R(3)(a)(v), holdings of investment managers in the same group will be disregarded where: (1) investment decisions are made independently by the individual in control of the relevant fund; and (2) those decisions are unfettered by the group to which the investment manager belongs. Place of central management and control 14.2.4 R An applicant’s place of central management and control must be situated in: (1) its country of incorporation; or (2) the country of its qualifying home listing. 14.2.5 G The FCA may dispense with or modify UKLR 14.2.4R where an applicant’s place of central management and control is not situated in: (1) its country of incorporation; or (2) the country of its qualifying home listing, including in circumstances where the FCA is satisfied that the issuer’s operational and governance arrangements are not intended to reduce, and do not have the effect of reducing, the FCA’s ability to monitor an issuer’s compliance with the listing rules, the disclosure requirements, transparency rules and corporate governance rules, as applicable. Qualifying home listing 14.2.6 R To be listed, equity shares must: (1) have a qualifying home listing; (2) be capable of being traded on the market of the qualifying home listing; and Page 195 of 351

FCA 2024/23 (3) be in the same class as the equity shares admitted to trading pursuant to the qualifying home listing. 14.2.7 G The FCA may require written confirmation from the board that the applicant is compliant, and has at all times complied, with the applicable rules of the market of the applicant’s qualifying home listing. 14.2.8 R The FCA will not admit equity shares to the equity shares (international commercial companies secondary listing) category that are not listed either in the applicant’s country of incorporation or in the country in which a majority of the applicant’s equity shares are held, unless the FCA is satisfied that the absence of the listing is not due to the need to protect investors. 14.2.9 G If an applicant’s qualifying home listing is not in its country of incorporation, the FCA may require an explanation of the reasons for establishing that listing elsewhere. 14.3 Requirements with continuing application Continuing obligations 14.3.1 R A listed company must comply with UKLR 3.2.3R, UKLR 14.2.1R, UKLR 14.2.2R, UKLR 14.2.4R and UKLR 14.2.6R at all times. 14.3.2 R A listed company must comply with the applicable rules of the market of its qualifying home listing at all times. 14.3.3 R A listed company must notify the FCA as soon as possible if it no longer complies with the continuing obligations set out in UKLR 14.3.1R or UKLR 14.3.2R. Suspension or cancellation of qualifying home listing 14.3.4 R A listed company must notify the FCA as early as possible if its qualifying home listing has been suspended, cancelled or restored to discuss whether a suspension, cancellation or restoration of listing under UKLR 21 is appropriate. Further issues 14.3.5 R Where shares of the same class as equity shares that are listed are allotted, an application for admission to listing of such shares must be made as soon as possible and in any event within one year of the allotment. Copies of documents Page 196 of 351

FCA 2024/23 14.3.6 R A listed company must forward to the FCA, for publication, by uploading to the national storage mechanism, a copy of: (1) all circulars, notices, reports or other documents to which the listing rules apply, at the same time as any such documents are issued; and (2) all resolutions passed by the company, other than resolutions concerning ordinary business at an annual general meeting, as soon as possible after the relevant general meeting. 14.3.7 R (1) A listed company must notify a RIS as soon as possible when a document has been forwarded to the FCA under UKLR 14.3.6R unless the full text of the document is provided to the RIS. (2) A notification made under (1) must set out where copies of the relevant document can be obtained. First point of contact details 14.3.8 R A listed company must ensure that the FCA is provided with up-to-date contact details of at least one appropriate person nominated by it to act as the first point of contact with the FCA in relation to the company’s compliance with the listing rules, the disclosure requirements and the transparency rules, as applicable. Temporary documents of title (including renounceable documents) 14.3.9 R A listed company must ensure that any temporary document of title (other than one issued in global form) for a share: (1) is serially numbered; (2) states, where applicable: (a) the name and address of the first holder and the names of joint holders (if any); (b) the pro rata entitlement; (c) the last date on which transfers were or will be accepted for registration for participation in the issue; (d) how the shares rank for dividend or interest; (e) the nature of the document of title and the proposed date of issue; (f) how fractions (if any) are to be treated; and Page 197 of 351

FCA 2024/23 (g) for a rights issue, the time, being not less than 10 business days calculated in accordance with UKLR 9.4.6R, in which the offer may be accepted, and how shares not taken up will be dealt with; and (3) if renounceable: (a) states in a heading that the document is of value and negotiable; (b) advises holders of shares who are in any doubt as to what action to take to consult appropriate independent advisers immediately; (c) states that where all of the shares have been sold by the addressee (other than ex rights or ex capitalisation), the document should be passed to the person through whom the sale was effected for transmission to the purchaser; (d) has the form of renunciation and the registration instructions printed on the back of, or attached to, the document; (e) includes provision for splitting (without fee) and for split documents to be certified by an official of the company or authorised agent; (f) provides for the last day for renunciation to be the second business day after the last day for splitting; and (g) if, at the same time as an allotment is made of shares issued for cash, shares of the same class are also allotted credited as fully paid to vendors or others, provides for the period for renunciation to be the same as, but no longer than, that provided for in the case of shares issued for cash. Definitive documents of title 14.3.10 R A listed company must ensure that any definitive document of title for a share (other than a bearer security) includes the following matters on its face (or on the reverse in the case of (6)): (1) the authority under which the company is constituted and the country of incorporation and registered number (if any); (2) the number or amount of shares the certificate represents and, if applicable, the number and denomination of units (in the top right￾hand corner); Page 198 of 351

FCA 2024/23 (3) a footnote stating that no transfer of the share or any portion of it represented by the certificate can be registered without production of the certificate; (4) if applicable, the minimum amount and multiples thereof in which the share is transferable; (5) the date of the certificate; and (6) for shares with preferential rights, on the face (or, if not practicable, on the reverse), a statement of the conditions thereof as to capital, dividends and (where applicable) conversion. Disclosure requirements and transparency rules 14.3.11 G A listed company whose shares are admitted to trading on a regulated market should consider its obligations under the disclosure requirements and the transparency rules. Disclosure of rights attached to shares 14.3.12 R Unless exempted in UKLR 14.3.15R, a listed company must: (1) forward to the FCA for publication a copy of one or more of the following: (a) the approved prospectus or listing particulars for its listed shares; (b) the relevant agreement or document setting out the terms and conditions on which its listed shares were issued; or (c) a document describing: (i) the rights attached to its listed shares; (ii) limitations on such rights; and (iii) the procedure for the exercise of such rights, produced in accordance with the relevant Annex of the Prospectus Regulation that would have applied had the listed company been required to produce a prospectus for those listed shares; and (2) if the information in relation to the rights attached to its listed shares set out in the document previously forwarded in accordance with (1) is no longer accurate, forward to the FCA for publication a copy of either of the following: (a) a new document in accordance with (1); or Page 199 of 351

FCA 2024/23 (b) a document describing or setting out the changes which have occurred in relation to the rights attached to the company’s listed shares. 14.3.13 R The documents in UKLR 14.3.12R must be forwarded to the FCA for publication by uploading them to the national storage mechanism. 14.3.14 G The purpose of UKLR 14.3.12R is to require companies to maintain publicly available information in relation to the rights attached to their listed shares so that investors can access such information. 14.3.15 R A listed company is exempt from UKLR 14.3.12R where: (1) it has previously forwarded to the FCA for publication, or otherwise filed with the FCA, a document specified in UKLR 14.3.12R(1); (2) if the information in relation to the rights attached to its listed shares set out in the document previously forwarded or filed in accordance with (1) is no longer accurate, it has forwarded to the FCA for publication, or otherwise filed with the FCA, a copy of either of the following: (a) one of the documents specified in UKLR 14.3.12R(1); or (b) a document describing or setting out the changes which have occurred in relation to the rights attached to the company’s listed shares; and (3) the documents in (1) and (2) have been forwarded to the FCA for publication, or otherwise filed with the FCA, by: (a) forwarding them for publication on a location previously identified on the FCA website where the public can inspect documents referred to in the listing rules as being documents to be made available at the document viewing facility; or (b) uploading them to the national storage mechanism. Registrar 14.3.16 R A listed company must appoint a registrar in the United Kingdom if: (1) there are 200 or more holders resident in the United Kingdom; or (2) 10% or more of the shares are held by persons resident in the United Kingdom. Notifications relating to capital Page 200 of 351

FCA 2024/23 14.3.17 R A listed company must notify a RIS as soon as possible (unless otherwise indicated in this rule) of the following information relating to its capital: (1) any proposed change in its capital structure, including the structure of its listed debt securities, save that an announcement of a new issue may be delayed while marketing or underwriting is in progress; (2) any redemption of listed shares, including details of the number of shares redeemed and the number of shares of that class outstanding following the redemption; (3) any extension of time granted for the currency of temporary documents of title; and (4) the results of any new issue of listed equity securities or of a public offering of existing shares or other equity securities. 14.3.18 R Where the shares are subject to an underwriting agreement, a listed company may, at its discretion and subject to the disclosure requirements and contents of DTR 2, delay notifying a RIS as required by UKLR 14.3.17R(4) for up to 2 business days until the obligation by the underwriter to take or procure others to take shares is finally determined or lapses. In the case of an issue or offer of shares which is not underwritten, notification of the result must be made as soon as it is known. Compliance with the transparency rules and corporate governance rules 14.3.19 G A listed company whose securities are admitted to trading on a regulated market should consider its obligations under DTR 4 (Periodic Financial Reporting), DTR 5 (Vote Holder and Issuer Notification Rules) and DTR 6 (Continuing obligations and access to information). 14.3.20 R A listed company that is not already required to comply with the transparency rules must comply with DTR 4, DTR 5 and DTR 6 as if it were an issuer for the purposes of the transparency rules. 14.3.21 R A listed company that is not already required to comply with DTR 7.2 (Corporate governance statements) must comply with DTR 7.2 as if it were an issuer to which that section applies. 14.3.22 R A listed company that is not already required to comply with DTR 7.3 (Related party transactions) must comply with DTR 7.3 as if it were an issuer to which DTR 7.3 applies, subject to the modifications set out in UKLR 14.3.23R. 14.3.23 R For the purposes of UKLR 14.3.22R, DTR 7.3 is modified as follows: Page 201 of 351

FCA 2024/23 (1) DTR 7.3.2R must be read as if the words ‘has the meaning in UK￾adopted IFRS’ are replaced as follows: ‘has the meaning: (1) in UK-adopted IFRS; or (2) where the listed company prepares annual consolidated financial statements in accordance with accounting standards which have been determined to be equivalent to UK-adopted IFRS and which are set out in the TD Equivalence Decision: (a) in UK-adopted IFRS; or (b) in the equivalent accounting standards in accordance with which its annual consolidated financial statements are prepared, at the choice of the listed company.’ (2) DTR 7.3.8R(2) and (3) do not apply. (3) DTR 7.3.9R must be read as follows: (a) as if the words ‘after obtaining board approval’ are replaced by ‘after publishing an announcement in accordance with DTR 7.3.8R(1)’; and (b) the reference to DTR 7.3.8R must be read as a reference to DTR 7.3.8R as modified by UKLR 14.3.23R(2). (4) In DTR 7.3.13R, the references to DTR 7.3.8R must be read as references to DTR 7.3.8R as modified by UKLR 14.3.23R(2). Information to be included in annual report and accounts 14.3.24 R In addition to the requirements set out in DTR 4.1, a listed company must include a statement in its annual financial report, setting out: (1) whether the listed company has included in its annual financial report climate-related financial disclosures consistent with the TCFD Recommendations and Recommended Disclosures; (2) in cases where the listed company has: (a) made climate-related financial disclosures consistent with the TCFD Recommendations and Recommended Disclosures, but has included some or all of these Page 202 of 351

FCA 2024/23 disclosures in a document other than the annual financial report: (i) the recommendations and/or recommended disclosures for which it has included disclosures in that other document; (ii) a description of that document and where it can be found; and (iii) the reasons for including the relevant disclosures in that document and not in the annual financial report; or (b) not included climate-related financial disclosures consistent with all of the TCFD Recommendations and Recommended Disclosures in either its annual financial report or other document as referred to in (a): (i) the recommendations and/or recommended disclosures for which it has not included such disclosures; (ii) the reasons for not including such disclosures; and (iii) any steps it is taking or plans to take in order to be able to make those disclosures in the future, and the timeframe within which it expects to be able to make those disclosures; and (3) where in its annual financial report or (where appropriate) other document the climate-related financial disclosures referred to in (1) can be found. 14.3.25 G For the purposes of UKLR 14.3.24R, in determining whether climate￾related financial disclosures are consistent with the TCFD Recommendations and Recommended Disclosures, a listed company should undertake a detailed assessment of those disclosures which takes into account: (1) Section C of the TCFD Annex entitled ‘Guidance for All Sectors’; (2) (where appropriate) Section D of the TCFD Annex entitled ‘Supplemental Guidance for the Financial Sector’; and (3) (where appropriate) Section E of the TCFD Annex entitled ‘Supplemental Guidance for Non-Financial Groups’. 14.3.26 G For the purposes of UKLR 14.3.24R, in determining whether a listed company’s climate-related financial disclosures are consistent with the Page 203 of 351

FCA 2024/23 TCFD Recommendations and Recommended Disclosures, the FCA considers that the following documents are relevant: (1) the TCFD Final Report and the TCFD Annex, to the extent not already referred to in UKLR 14.3.24R and UKLR 14.3.25G; (2) the TCFD Technical Supplement on the Use of Scenario Analysis; (3) the TCFD Guidance on Risk Management Integration and Disclosure; (4) (where appropriate) the TCFD Guidance on Scenario Analysis for Non-Financial Companies; and (5) the TCFD Guidance on Metrics, Targets and Transition Plans. 14.3.27 G For the purposes of UKLR 14.3.24R, in determining whether climate￾related financial disclosures are consistent with the TCFD Recommendations and Recommended Disclosures, a listed company should consider whether those disclosures provide sufficient detail to enable users to assess the listed company’s exposure to and approach to addressing climate-related issues. A listed company should carry out its own assessment to ascertain the appropriate level of detail to be included in its climate-related financial disclosures, taking into account factors such as: (1) the level of its exposure to climate-related risks and opportunities; and (2) the scope and objectives of its climate-related strategy, noting that these factors may relate to the nature, size and complexity of the listed company’s business. 14.3.28 G (1) For the purposes of UKLR 14.3.24R, the FCA would ordinarily expect a listed company to be able to make climate-related financial disclosures consistent with the TCFD Recommendations and Recommended Disclosures, except where it faces transitional challenges in obtaining relevant data or embedding relevant modelling or analytical capabilities. (2) In particular, the FCA would expect that a listed company should ordinarily be able to make disclosures consistent with: (a) the recommendation and recommended disclosures on governance in the TCFD Recommendations and Recommended Disclosures; Page 204 of 351

FCA 2024/23 (b) the recommendation and recommended disclosures on risk management in the TCFD Recommendations and Recommended Disclosures; and (c) recommended disclosures (a) and (b) set out under the recommendation on strategy in the TCFD Recommendations and Recommended Disclosures, to the extent that the listed company does not face the transitional challenges referred to in (1) in relation to such disclosures. 14.3.29 G Where making disclosures on transition plans as part of its disclosures on strategy under the TCFD Recommendations and Recommended Disclosures, a listed company that is headquartered in, or operates in, a country that has made a commitment to a net zero economy, such as the UK’s commitment in the Climate Change Act 2008 (2050 Target Amendment) Order 2019, is encouraged to assess the extent to which it has considered that commitment in developing and disclosing its transition plan. Where it has not considered this commitment in developing and disclosing its transition plan, the FCA encourages a listed company to explain why it has not done so. 14.3.30 R In addition to the requirements set out in DTR 4.1, a listed company must include in its annual financial report: (1) a statement setting out: (a) whether the listed company has met the following targets on board diversity as at a chosen reference date within its accounting period: (i) at least 40% of the individuals on its board of directors are women; (ii) at least one of the following senior positions on its board of directors is held by a woman: (A) the chair; (B) the chief executive; (C) the senior independent director; or (D) the chief financial officer; and (iii) at least one individual on its board of directors is from a minority ethnic background; (b) in cases where the listed company has not met all of the targets in (a): Page 205 of 351

FCA 2024/23 (i) the targets it has not met; and (ii) the reasons for not meeting those targets; (c) the reference date used for the purposes of (a) and, where this is different from the reference date used for the purposes of reporting this information in respect of the previous accounting period, an explanation as to why; and (d) any changes to the board that have occurred between the reference date used for the purposes of (a) and the date on which the annual financial report is approved that have affected the listed company’s ability to meet one or more of the targets in (a); (2) subject to UKLR 14.3.31R, numerical data on the ethnic background and the gender identity or sex of the individuals on the listed company’s board and in its executive management as at the reference date used for the purposes of UKLR 14.3.30R(1)(a), which should be set out in the format of the tables contained in UKLR 14 Annex 1 and contain the information prescribed by those tables; and (3) an explanation of the listed company’s approach to collecting the data used for the purposes of making the disclosures in UKLR 14.3.30R(1) and (2). 14.3.31 R In relation to UKLR 14.3.30R(2), where individuals on a listed company’s board or in its executive management are situated overseas, and data protection laws in that jurisdiction prevent the collection or publication of some or all of the personal data required to be disclosed under that provision, a listed company may instead explain the extent to which it is unable to make the relevant disclosures. 14.3.32 G Given the range of possible approaches to data collection for reporting on gender identity or sex for the purposes of UKLR 14.3.30R(2), a listed company may add to the categories included in the first column of the table in UKLR 14 Annex 1R(1) in order to reflect the basis on which it has collected data. 14.3.33 G In relation to UKLR 14.3.30R(3), the FCA expects a listed company’s approach to data collection to be: (1) consistent for the purposes of reporting under both UKLR 14.3.30R(1) and (2); and (2) consistent across all individuals in relation to whom data is being reported. Page 206 of 351

FCA 2024/23 The FCA expects the explanation of a listed company’s approach to data collection to include the method of collection and/or source of the data and, where data collection is done on the basis of self-reporting by the individuals concerned, a description of the questions asked. 14.3.34 G In addition to the information required under UKLR 14.3.30R(1) to (3) (and without prejudice to the requirements of DTR 7.2.8AR), a listed company may, if it wishes to do so, include the following in its annual financial report: (1) a brief summary of any key policies, procedures and processes, and any wider context, that it considers contribute to improving the diversity of its board and executive management; (2) any mitigating factors or circumstances which make achieving diversity on its board more challenging (for example, the size of the board or the country in which its main operations are located); and (3) any risks it foresees in being able to meet or continue to meet the board diversity targets in UKLR 14.3.30R(1)(a) in the next accounting period, or any plans to improve the diversity of its board. 14.4 Reverse takeovers Cancellation of listing 14.4.1 G If a listed company is proposing to enter into a transaction classified as a reverse takeover it should consider UKLR 21.2.2G and UKLR 21.2.5G. 14.4.2 G Where a listed company completes a reverse takeover, the FCA will seek to cancel the listing of a listed company’s equity shares unless the FCA is satisfied that circumstances exist such that cancellation is not required. The FCA will have regard to UKLR 21.2.1R and the individual circumstances of the case. 14.4.3 R Where the listed company’s listing is cancelled following completion of a reverse takeover, the issuer must re-apply for the listing of the equity shares. 14.4.4 R A listed company or, where a sponsor has been appointed in accordance with UKLR 4.2.2R, a sponsor on behalf of a listed company must contact the FCA as early as possible: (1) before a reverse takeover which has been agreed or is in contemplation is announced; or (2) where details of the reverse takeover have leaked, Page 207 of 351

FCA 2024/23 to discuss whether a cancellation of listing is appropriate on completion of the reverse takeover. 14.4.5 G UKLR 14.4.6G to UKLR 14.4.8G set out circumstances in which the FCA will generally be satisfied that a cancellation is not required. Acquisitions of targets within the same listing category (listed company maintaining its listing category) 14.4.6 G Where: (1) a listed company acquires the equity shares of a target; (2) those equity shares are also listed in the equity shares (international commercial companies secondary listing) category; and (3) the listed company wishes to maintain its listing of equity shares in the equity shares (international commercial companies secondary listing) category, the FCA will generally be satisfied that a cancellation is not required on completion of a reverse takeover. Acquisitions of targets from different listing categories (listed company maintaining its listing category) 14.4.7 G Where a listed company acquires the equity shares of a target with a different listing category from its own and the listed company wishes to maintain its listing in the equity shares (international commercial companies secondary listing) category, the FCA will generally be satisfied that a cancellation is not required on completion of a reverse takeover if: (1) the listed company will continue to be eligible for the equity shares (international commercial companies secondary listing) category following completion of the transaction; (2) a listed company provides an eligibility letter to the FCA setting out how the listed company as enlarged by the acquisition satisfies each listing rule requirement that is relevant to it being eligible for the equity shares (international commercial companies secondary listing) category not less than 20 business days prior to the announcement of the reverse takeover; and (3) the listed company makes an announcement explaining: (a) the background and reasons for the acquisition; Page 208 of 351

FCA 2024/23 (b) any changes to the acquiring listed company’s business that have been made or are proposed to be made in connection with the acquisition; (c) the effect of the transaction on the acquiring listed company’s obligations under the listing rules; (d) how the acquiring listed company will continue to meet the relevant requirements for listing; and (e) any other matter that the FCA may reasonably require. Acquisitions of targets from different listing categories (listed company changing listing category) 14.4.8 G The FCA will generally be satisfied that a cancellation is not required on completion of a reverse takeover if: (1) the target is listed with a different listing category from that of the listed company; (2) the listed company wishes to transfer its listing to a different listing category in conjunction with the acquisition; and (3) the listed company as enlarged by the relevant acquisition complies with the relevant requirements of UKLR 21.5 to transfer to a different listing category. 14.4.9 G A listed company proposing to transfer its listing to the equity shares (commercial companies) category, the closed-ended investment funds category or the equity shares (shell companies) category should consider its obligation to appoint a sponsor under UKLR 4.2.2R. 14 Annex 1 Data on the diversity of the individuals on a listed company’s board and in its executive management R The following tables set out the information a listed company must include in its annual financial report under UKLR 14.3.30R(2), and the format in which it must be set out. (1) Table for reporting on gender identity or sex Number of board members Percentage of the board Number of senior positions on the board (CEO, Number in executive management Percentage of executive management Page 209 of 351

FCA 2024/23 CFO, SID and Chair) Men Women [Other categories] Not specified/ prefer not to say [Note: The placeholder for ‘Other categories’ is optional and should be used to indicate additional categories which a listed company may wish to include in accordance with UKLR 14.3.32G.] (2) Table for reporting on ethnic background Number of Percentage Number of Number in Percentage board of the board senior executive of executive members positions on the board (CEO, CFO, SID and Chair) management management White British or other White (including minority￾white groups) Mixed/ Multiple ethnic groups Asian/Asian British Black/ African/ Caribbean/ Page 210 of 351

FCA 2024/23 Black British Other ethnic group Not specified/ prefer not to say 15 Certificates representing certain securities (depositary receipts): requirements for listing and continuing obligations 15.1 Application 15.1.1 R (1) This chapter applies in respect of a listing of certificates representing certain securities, where the certificate represents a share in an overseas company. (2) The chapter applies to: (a) a depositary; and (b) an issuer of the shares which are represented by certificates. 15.2 Requirements for listing Issuer of shares is taken to be the issuer 15.2.1 R If an application is made for the admission of certificates representing certain securities, the issuer of the shares which the certificates represent is the issuer for the purpose of the listing rules and the application will be dealt with as if it were an application for the admission of the shares. Certificates representing certain securities 15.2.2 R For certificates representing certain securities to be admitted to listing, an issuer of the shares which the certificates represent must comply with UKLR 15.2.3R to UKLR 15.2.7G. 15.2.3 R An issuer must be: (1) duly incorporated or otherwise validly established according to the relevant laws of its place of incorporation or establishment; and (2) operating in conformity with its constitution. Page 211 of 351

FCA 2024/23 15.2.4 R For the certificates to be listed, the shares which the certificates represent must: (1) conform with the law of the issuer’s place of incorporation; (2) be duly authorised according to the requirements of the issuer’s constitution; and (3) have any necessary statutory or other consents. 15.2.5 R (1) For the certificates to be listed, the shares which the certificates represent must be freely transferable. (2) For the certificates to be listed, the shares which the certificates represent must be fully paid and free from all liens and from any restriction on the right of transfer (except any restriction imposed for failure to comply with a notice under section 793 of the Companies Act 2006 (Notice by company requiring information about interests in its shares)). 15.2.6 G The FCA may modify UKLR 15.2.5R to allow partly paid shares if it is satisfied that their transferability is not restricted and investors have been provided with appropriate information to enable dealings in the shares to take place on an open and proper basis. 15.2.7 G The FCA may, in exceptional circumstances, modify or dispense with UKLR 15.2.5R where the issuer has the power to disapprove the transfer of shares if the FCA is satisfied that this power would not disturb the market in those shares. Admission to trading on overseas market 15.2.8 R For the certificates to be listed, the shares which the certificates represent must be admitted to trading on an overseas regulated, regularly operating, recognised open market. Certificates in public hands 15.2.9 R (1) If an application is made for the admission of a class of certificates representing shares, a sufficient number of certificates must, no later than the time of admission, be distributed to the public. (2) For the purposes of paragraph (1), a sufficient number of certificates will be taken to have been distributed to the public when 10% of the certificates for which application for admission has been made are in public hands. Page 212 of 351

FCA 2024/23 (3) For the purposes of paragraphs (1) and (2), certificates are not held in public hands if they are: (a) held, directly or indirectly, by: (i) a director of the applicant or of any of its subsidiary undertakings; (ii) a person connected with a director of the applicant or of any of its subsidiary undertakings; (iii) the trustees of any employees’ share scheme or pension fund established for the benefit of any directors and employees of the applicant and its subsidiary undertakings; (iv) any person who, under any agreement, has a right to nominate a person to the board of directors of the applicant; or (v) any person or persons in the same group or persons acting in concert who have an interest in 5% or more of the certificates of the relevant class; or (b) subject to a lock-up period of more than 180 calendar days. 15.2.10 G When calculating the number of certificates for the purposes of UKLR 15.2.9R(3)(a)(v), holdings of investment managers in the same group will be disregarded where: (1) investment decisions are made independently by the individual in control of the relevant fund; and (2) those decisions are unfettered by the group to which the investment manager belongs. Certificates representing securities of an investment entity 15.2.11 R Certificates representing equity securities of an investment entity will be admitted to listing only if the equity securities they represent are already listed or are the subject of an application for listing at the same time. Additional requirements for the certificates 15.2.12 R To be listed, the certificates representing certain securities must satisfy the requirements set out in UKLR 3.2.2R to UKLR 3.2.11R. For this purpose, in those rules, references to securities are to be read as references to the certificates representing certain securities for which application for listing is made. Page 213 of 351

FCA 2024/23 15.2.13 R To be listed, the certificates representing certain securities must not impose obligations on the depositary that issues the certificates except to the extent necessary to protect the certificate holders’ rights to, and the transmission of entitlements of, the shares. Additional requirements for a depositary 15.2.14 R A depositary that issues certificates representing certain securities must maintain adequate arrangements to safeguard certificate holders’ rights to the shares to which the certificates relate, and to all rights relating to the shares and all money and benefits that it may receive in respect of them, subject only to payment of the remuneration and proper expenses of the issuer of the certificates. 15.3 Continuing obligations 15.3.1 R An issuer of the equity shares which the certificates represent must comply with: (1) the requirements of this section (UKLR 15.3); (2) UKLR 3.2.3R, UKLR 15.2.8R and UKLR 15.2.9R at all times; (3) the continuing obligations set out in UKLR 14.3 (Requirements with continuing application) (other than in UKLR 14.3.1R to UKLR 14.3.4R, UKLR 14.3.16R, UKLR 14.3.22R and UKLR 14.3.23R); and (4) the obligations in articles 17 and 18 of the Market Abuse Regulation as if it were an issuer for the purposes of those obligations and the transparency rules, subject to article 22 of the Market Abuse Regulation. 15.3.2 R For the purposes of UKLR 15.3.1R(3): (1) a reference to complying with the obligations in UKLR 14.3 is to be read as a reference to complying with those obligations in respect of the certificates; and (2) references to listed shares in UKLR 14.3.12R to UKLR 14.3.15R must be read as references to: (a) listed certificates representing the equity shares; and (b) the equity shares which the listed certificates represent. Annual accounts Page 214 of 351

FCA 2024/23 15.3.3 R (1) An issuer of the equity shares which the certificates represent must publish its annual report and annual accounts as soon as possible after they have been approved. (2) An issuer of the equity shares which the certificates represent must approve and publish its annual report and accounts within 6 months of the end of the financial period to which they relate. (3) The annual report and accounts must: (a) have been prepared in accordance with the issuer’s national law and, in all material respects, with national accounting standards or UK-adopted IFRS; and (b) have been independently audited and reported on, in accordance with: (i) the auditing standards applicable in the United Kingdom; or (ii) an equivalent auditing standard. Change of depositary 15.3.4 R Prior to any change of the depositary of certificates representing certain securities, the new depositary must satisfy the FCA that it meets the requirements of UKLR 15.2.12R to UKLR 15.2.14R. Notification of change of depositary 15.3.5 R (1) An issuer of shares represented by listed certificates representing certain securities must notify a RIS of any change of depositary. (2) The notification required by paragraph (1) must be made as soon as possible, and in any event by 7.30am on the business day following the change of depositary, and contain the following information: (a) the name, registered office and principal administrative establishment, if different from the registered office of the depositary; (b) the date of incorporation and length of life of the depositary, except where indefinite; (c) the legislation under which the depositary operates and the legal form which it has adopted under the legislation; and Page 215 of 351

FCA 2024/23 (d) any changes to the information regarding the certificates representing certain securities. Documents of title 15.3.6 R An issuer must comply with the requirements in UKLR 9.4.18R (Temporary documents of title (including renounceable documents)) and UKLR 9.4.19R (Definitive documents of title) so far as relevant to certificates representing equity securities. Compliance with transparency rules 15.3.7 G An issuer whose shares are admitted to trading on a regulated market should consider its obligations under DTR 4 (Periodic Financial Reporting), DTR 5 (Vote Holder and Issuer Notification Rules) and DTR 6 (Continuing obligations and access to information). 15.3.8 R An issuer that is not already required to comply with the transparency rules must comply with DTR 6.3 as if it were an issuer for the purposes of the transparency rules. 15.4 Reverse takeovers 15.4.1 R UKLR 14.4 (Reverse takeovers) applies to an issuer of the shares which the certificates represent. 16 Non-equity shares and non-voting equity shares: requirements for listing and continuing obligations 16.1 Application 16.1.1 R (1) This chapter applies to a company with, or applying for, a listing of: (a) non-equity shares; and (b) non-voting equity shares. (2) Paragraph (1) does not include: (a) non-voting equity shares issued by a company that is a closed-ended investment fund unless it has a listing of equity shares in the closed-ended investment funds category; (b) non-voting equity shares issued by an open-ended investment company; Page 216 of 351

FCA 2024/23 (c) non-equity shares and non-voting equity shares issued by a company that is an investment entity but not a closed-ended investment fund or an open-ended investment company; and (d) preference shares that are specialist securities. 16.2 Requirements for listing Shares in public hands 16.2.1 R (1) Where an applicant is applying for the admission of a class of shares to listing in the non-equity shares and non-voting equity shares category, a sufficient number of shares of that class must, no later than the time of admission, be distributed to the public. (2) For the purposes of paragraph (1): (a) a sufficient number of shares will be taken to have been distributed to the public when 10% of the shares for which application for admission has been made are in public hands; and (b) treasury shares are not to be taken into consideration when calculating the number of shares of the class. (3) For the purposes of paragraphs (1) and (2), shares are not held in public hands if they are: (a) held, directly or indirectly, by: (i) a director of the applicant or of any of its subsidiary undertakings; (ii) a person connected with a director of the applicant or of any of its subsidiary undertakings; (iii) the trustees of any employees’ share scheme or pension fund established for the benefit of any directors and employees of the applicant and its subsidiary undertakings; (iv) any person who, under any agreement, has a right to nominate a person to the board of directors of the applicant; or (v) any person or persons in the same group or persons acting in concert who have an interest in 5% or more of the shares of the relevant class; or Page 217 of 351

FCA 2024/23 (b) subject to a lock-up period of more than 180 days. 16.2.2 G When calculating the number of shares for the purposes of UKLR 16.2.1R(3)(a)(v), holdings of investment managers in the same group will be disregarded where: (1) investment decisions are made independently by the individual in control of the relevant fund; and (2) those decisions are unfettered by the group to which the investment manager belongs. Shares of a third country company 16.2.3 R The FCA will not admit shares of a company incorporated in a third country that are not listed either in its country of incorporation or in the country in which a majority of its shares are held, unless the FCA is satisfied that the absence of the listing is not due to the need to protect investors. 16.3 Continuing obligations Admission to trading 16.3.1 R A listed company must comply with UKLR 3.2.3R at all times. Shares in public hands 16.3.2 R (1) A listed company must comply with UKLR 16.2.1R at all times. (2) A listed company that no longer complies with UKLR 16.2.1R must notify the FCA as soon as possible of its non-compliance. 16.3.3 G A listed company should consider UKLR 21.2.2G(2) in relation to its compliance with UKLR 16.2.1R. Further issues 16.3.4 R Where shares of the same class as shares that are listed are allotted, an application for admission to listing of such shares must be made as soon as possible and in any event within one year of the allotment. Copies of documents 16.3.5 R A listed company must forward to the FCA, for publication, by uploading to the national storage mechanism, a copy of: Page 218 of 351

FCA 2024/23 (1) all circulars, notices, reports or other documents to which the listing rules apply, at the same time as any such documents are issued; and (2) all resolutions passed by the company, other than resolutions concerning ordinary business at an annual general meeting, as soon as possible after the relevant general meeting. 16.3.6 R (1) A listed company must notify a RIS as soon as possible when a document has been forwarded to the FCA under UKLR 16.3.5R unless the full text of the document is provided to the RIS. (2) A notification made under (1) must set out where copies of the relevant document can be obtained. First point of contact details 16.3.7 R A listed company must ensure that the FCA is provided with up-to-date contact details of at least one appropriate person nominated by it to act as the first point of contact with the FCA in relation to the company’s compliance with the listing rules, the disclosure requirements and the transparency rules, as applicable. Temporary documents of title (including renounceable documents) 16.3.8 R A listed company must ensure that any temporary document of title (other than one issued in global form) for a share: (1) is serially numbered; (2) states, where applicable: (a) the name and address of the first holder and the names of joint holders (if any); (b) the pro rata entitlement; (c) the last date on which transfers were or will be accepted for registration for participation in the issue; (d) how the shares rank for dividend or interest; (e) the nature of the document of title and the proposed date of issue; (f) how fractions (if any) are to be treated; and (g) for a rights issue, the time, being not less than 10 business days calculated in accordance with UKLR 9.4.6R, in which Page 219 of 351

FCA 2024/23 the offer may be accepted, and how shares not taken up will be dealt with; and (3) if renounceable: (a) states in a heading that the document is of value and negotiable; (b) advises holders of shares who are in any doubt as to what action to take to consult appropriate independent advisers immediately; (c) states that where all of the shares have been sold by the addressee (other than ex rights or ex capitalisation), the document should be passed to the person through whom the sale was effected for transmission to the purchaser; (d) has the form of renunciation and the registration instructions printed on the back of, or attached to, the document; (e) includes provision for splitting (without fee) and for split documents to be certified by an official of the company or authorised agent; (f) provides for the last day for renunciation to be the second business day after the last day for splitting; and (g) if, at the same time as an allotment is made of shares issued for cash, shares of the same class are also allotted credited as fully paid to vendors or others, provides for the period for renunciation to be the same as, but no longer than, that provided for in the case of shares issued for cash. Definitive documents of title 16.3.9 R A listed company must ensure that any definitive document of title for a share (other than a bearer security) includes the following matters on its face (or on the reverse in the case of (6) and (7)): (1) the authority under which the company is constituted and the country of incorporation and registered number (if any); (2) the number or amount of shares the certificate represents and, if applicable, the number and denomination of units (in the top right￾hand corner); Page 220 of 351

FCA 2024/23 (3) a footnote stating that no transfer of the share or any portion of it represented by the certificate can be registered without production of the certificate; (4) if applicable, the minimum amount and multiples thereof in which the share is transferable; (5) the date of the certificate; (6) for a fixed income security, the interest payable and the interest payment dates and, on the reverse (with reference shown on the face), an easily legible summary of the rights as to redemption or repayment and (where applicable) conversion; and (7) for shares with preferential rights, on the face (or, if not practicable, on the reverse), a statement of the conditions thereof as to capital, dividends and (where applicable) conversion. Disclosure requirements and transparency rules 16.3.10 G A listed company whose shares are admitted to trading on a regulated market should consider its obligations under the disclosure requirements and the transparency rules. Disclosure of rights attached to shares 16.3.11 R Unless exempted in UKLR 16.3.14R, a listed company must: (1) forward to the FCA for publication a copy of one or more of the following: (a) the approved prospectus or listing particulars for its listed shares; (b) the relevant agreement or document setting out the terms and conditions on which its listed shares were issued; or (c) a document describing: (i) the rights attached to its listed shares; (ii) limitations on such rights; and (iii) the procedure for the exercise of such rights, produced in accordance with the relevant Annex of the Prospectus Regulation that would have applied had the listed company been required to produce a prospectus for those listed shares; and Page 221 of 351

FCA 2024/23 (2) if the information in relation to the rights attached to its listed shares set out in the document previously forwarded in accordance with (1) is no longer accurate, forward to the FCA for publication a copy of either of the following: (a) a new document in accordance with (1); or (b) a document describing or setting out the changes which have occurred in relation to the rights attached to the company’s listed shares. 16.3.12 R The documents in UKLR 16.3.11R must be forwarded to the FCA for publication by uploading them to the national storage mechanism. 16.3.13 G The purpose of UKLR 16.3.11R is to require companies to maintain publicly available information in relation to the rights attached to their listed shares so that investors can access such information. 16.3.14 R A listed company is exempt from UKLR 16.3.11R where: (1) it has previously forwarded to the FCA for publication, or otherwise filed with the FCA, a document specified in UKLR 16.3.11R(1); (2) if the information in relation to the rights attached to its listed shares set out in the document previously forwarded or filed in accordance with (1) is no longer accurate, it has forwarded to the FCA for publication, or otherwise filed with the FCA, a copy of either of the following: (a) one of the documents specified in UKLR 16.3.11R(1); or (b) a document describing or setting out the changes which have occurred in relation to the rights attached to the company’s listed shares; and (3) the documents in (1) and (2) have been forwarded to the FCA for publication, or otherwise filed with the FCA, by: (a) forwarding them for publication on a location previously identified on the FCA website where the public can inspect documents referred to in the listing rules as being documents to be made available at the document viewing facility; or (b) uploading them to the national storage mechanism. Registrar Page 222 of 351

FCA 2024/23 16.3.15 R An overseas company must appoint a registrar in the United Kingdom if: (1) there are 200 or more holders resident in the United Kingdom; or (2) 10% of more of the shares are held by persons resident in the United Kingdom. Notifications relating to capital 16.3.16 R A listed company must notify a RIS as soon as possible (unless otherwise indicated in this rule) of the following information relating to its capital: (1) any proposed change in its capital structure, including the structure of its listed debt securities, save that an announcement of a new issue may be delayed while marketing or underwriting is in progress; (2) any redemption of listed shares, including details of the number of shares redeemed and the number of shares of that class outstanding following the redemption; (3) any extension of time granted for the currency of temporary documents of title; and (4) the results of any new issue of listed equity securities or of a public offering of existing shares or other equity securities. 16.3.17 R Where the shares are subject to an underwriting agreement, a listed company may, at its discretion and subject to the disclosure requirements and contents of DTR 2, delay notifying a RIS as required by UKLR 16.3.16R(4) for up to 2 business days until the obligation by the underwriter to take or procure others to take shares is finally determined or lapses. In the case of an issue or offer of shares which is not underwritten, notification of the result must be made as soon as it is known. Compliance with the transparency rules and corporate governance rules 16.3.18 G A listed company whose securities are admitted to trading on a regulated market should consider its obligations under DTR 4 (Periodic Financial Reporting), DTR 5 (Vote Holder and Issuer Notification Rules) and DTR 6 (Continuing obligations and access to information). 16.3.19 R A listed company that is not already required to comply with the transparency rules must comply with DTR 4, DTR 5 and DTR 6 as if it were an issuer for the purposes of the transparency rules. Page 223 of 351

FCA 2024/23 16.3.20 R A listed company that is not already required to comply with DTR 7.2 (Corporate governance statements) must comply with DTR 7.2 as if it were an issuer to which that section applies. 16.3.21 R A listed company with a listing of non-voting equity shares that is not already required to comply with DTR 7.3 (Related party transactions) must comply with DTR 7.3 as if it were an issuer to which DTR 7.3 applies, subject to the modifications set out in UKLR 16.3.22R. 16.3.22 R For the purposes of UKLR 16.3.21R, DTR 7.3 is modified as follows: (1) DTR 7.3.2R must be read as if the words ‘has the meaning in UK￾adopted IFRS’ are replaced as follows: ‘has the meaning: (1) in UK-adopted IFRS; or (2) where the listed company prepares annual consolidated financial statements in accordance with accounting standards which have been determined to be equivalent to UK-adopted IFRS and which are set out in the TD Equivalence Decision: (a) in UK-adopted IFRS; or (b) in the equivalent accounting standards in accordance with which its annual consolidated financial statements are prepared, at the choice of the listed company.’ (2) DTR 7.3.8R(2) and (3) do not apply. (3) DTR 7.3.9R must be read as follows: (a) as if the words ‘after obtaining board approval’ are replaced by ‘after publishing an announcement in accordance with DTR 7.3.8R(1)’; and (b) the reference to DTR 7.3.8R must be read as a reference to DTR 7.3.8R as modified by UKLR 16.3.22R(2). (4) In DTR 7.3.13R, the references to DTR 7.3.8R must be read as references to DTR 7.3.8R as modified by UKLR 16.3.22R(2). Page 224 of 351

FCA 2024/23 Information to be included in annual report and accounts 16.3.23 R In addition to the requirements set out in DTR 4.1, a listed company (other than an investment entity or a shell company) must include a statement in its annual financial report, setting out: (1) whether the listed company has included in its annual financial report climate-related financial disclosures consistent with the TCFD Recommendations and Recommended Disclosures; (2) in cases where the listed company has: (a) made climate-related financial disclosures consistent with the TCFD Recommendations and Recommended Disclosures, but has included some or all of these disclosures in a document other than the annual financial report: (i) the recommendations and/or recommended disclosures for which it has included disclosures in that other document; (ii) a description of that document and where it can be found; and (iii) the reasons for including the relevant disclosures in that document and not in the annual financial report; or (b) not included climate-related financial disclosures consistent with all of the TCFD Recommendations and Recommended Disclosures in either its annual financial report or other document as referred to in (a): (i) the recommendations and/or recommended disclosures for which it has not included such disclosures; (ii) the reasons for not including such disclosures; and (iii) any steps it is taking or plans to take in order to be able to make those disclosures in the future, and the timeframe within which it expects to be able to make those disclosures; and (3) where in its annual financial report or (where appropriate) other document the climate-related financial disclosures referred to in (1) can be found. Page 225 of 351

FCA 2024/23 16.3.24 G For the purposes of UKLR 16.3.23R, in determining whether climate￾related financial disclosures are consistent with the TCFD Recommendations and Recommended Disclosures, a listed company should undertake a detailed assessment of those disclosures which takes into account: (1) Section C of the TCFD Annex entitled ‘Guidance for All Sectors’; (2) (where appropriate) Section D of the TCFD Annex entitled ‘Supplemental Guidance for the Financial Sector’; and (3) (where appropriate) Section E of the TCFD Annex entitled ‘Supplemental Guidance for Non-Financial Groups’. 16.3.25 G For the purposes of UKLR 16.3.23R, in determining whether a listed company’s climate-related financial disclosures are consistent with the TCFD Recommendations and Recommended Disclosures, the FCA considers that the following documents are relevant: (1) the TCFD Final Report and the TCFD Annex, to the extent not already referred to in UKLR 16.3.23R and UKLR 16.3.24G; (2) the TCFD Technical Supplement on the Use of Scenario Analysis; (3) the TCFD Guidance on Risk Management Integration and Disclosure; (4) (where appropriate) the TCFD Guidance on Scenario Analysis for Non-Financial Companies; and (5) the TCFD Guidance on Metrics, Targets and Transition Plans. 16.3.26 G For the purposes of UKLR 16.3.23R, in determining whether climate￾related financial disclosures are consistent with the TCFD Recommendations and Recommended Disclosures, a listed company should consider whether those disclosures provide sufficient detail to enable users to assess the listed company’s exposure to and approach to addressing climate-related issues. A listed company should carry out its own assessment to ascertain the appropriate level of detail to be included in its climate-related financial disclosures, taking into account factors such as: (1) the level of its exposure to climate-related risks and opportunities; and (2) the scope and objectives of its climate-related strategy, Page 226 of 351

FCA 2024/23 noting that these factors may relate to the nature, size and complexity of the listed company’s business. 16.3.27 G (1) For the purposes of UKLR 16.3.23R, the FCA would ordinarily expect a listed company to be able to make climate-related financial disclosures consistent with the TCFD Recommendations and Recommended Disclosures, except where it faces transitional challenges in obtaining relevant data or embedding relevant modelling or analytical capabilities. (2) In particular, the FCA would expect that a listed company should ordinarily be able to make disclosures consistent with: (a) the recommendation and recommended disclosures on governance in the TCFD Recommendations and Recommended Disclosures; (b) the recommendation and recommended disclosures on risk management in the TCFD Recommendations and Recommended Disclosures; and (c) recommended disclosures (a) and (b) set out under the recommendation on strategy in the TCFD Recommendations and Recommended Disclosures, to the extent that the listed company does not face the transitional challenges referred to in (1) in relation to such disclosures. 16.3.28 G Where making disclosures on transition plans as part of its disclosures on strategy under the TCFD Recommendations and Recommended Disclosures, a listed company that is headquartered in, or operates in, a country that has made a commitment to a net zero economy, such as the UK’s commitment in the Climate Change Act 2008 (2050 Target Amendment) Order 2019, is encouraged to assess the extent to which it has considered that commitment in developing and disclosing its transition plan. Where it has not considered this commitment in developing and disclosing its transition plan, the FCA encourages a listed company to explain why it has not done so. 16.3.29 R In addition to the requirements set out in DTR 4.1, a company with a listing of non-voting equity shares (other than a shell company) must include in its annual financial report: (1) a statement setting out: (a) whether the listed company has met the following targets on board diversity as at a chosen reference date within its accounting period: Page 227 of 351

FCA 2024/23 (i) at least 40% of the individuals on its board of directors are women; (ii) at least one of the following senior positions on its board of directors is held by a woman: (A) the chair; (B) the chief executive; (C) the senior independent director; or (D) the chief financial officer; and (iii) at least one individual on its board of directors is from a minority ethnic background; (b) in cases where the listed company has not met all of the targets in (a): (i) the targets it has not met; and (ii) the reasons for not meeting those targets; (c) the reference date used for the purposes of (a) and, where this is different from the reference date used for the purposes of reporting this information in respect of the previous accounting period, an explanation as to why; and (d) any changes to the board that have occurred between the reference date used for the purposes of (a) and the date on which the annual financial report is approved that have affected the listed company’s ability to meet one or more of the targets in (a); (2) subject to UKLR 16.3.30R, numerical data on the ethnic background and the gender identity or sex of the individuals on the listed company’s board and in its executive management as at the reference date used for the purposes of UKLR 16.3.29R(1)(a), which should be set out in the format of the tables contained in UKLR 16 Annex 1 and contain the information prescribed by those tables; and (3) an explanation of the listed company’s approach to collecting the data used for the purposes of making the disclosures in UKLR 16.3.29R(1) and (2). 16.3.30 R In relation to UKLR 16.3.29R(2), where individuals on a listed company’s board or in its executive management are situated overseas, and data Page 228 of 351

FCA 2024/23 protection laws in that jurisdiction prevent the collection or publication of some or all of the personal data required to be disclosed under that provision, a listed company may instead explain the extent to which it is unable to make the relevant disclosures. 16.3.31 G Given the range of possible approaches to data collection for reporting on gender identity or sex for the purposes of UKLR 16.3.29R(2), a listed company may add to the categories included in the first column of the table in UKLR 16 Annex 1R(1) in order to reflect the basis on which it has collected data. 16.3.32 G In relation to UKLR 16.3.29R(3), the FCA expects a listed company’s approach to data collection to be: (1) consistent for the purposes of reporting under both UKLR 16.3.29R(1) and (2); and (2) consistent across all individuals in relation to whom data is being reported. The FCA expects the explanation of a listed company’s approach to data collection to include the method of collection and/or source of the data and, where data collection is done on the basis of self-reporting by the individuals concerned, a description of the questions asked. 16.3.33 G In addition to the information required under UKLR 16.3.29R(1) to (3) (and without prejudice to the requirements of DTR 7.2.8AR), a listed company may, if it wishes to do so, include the following in its annual financial report: (1) a brief summary of any key policies, procedures and processes, and any wider context, that it considers contribute to improving the diversity of its board and executive management; (2) any mitigating factors or circumstances which make achieving diversity on its board more challenging (for example, the size of the board or the country in which its main operations are located); and (3) any risks it foresees in being able to meet or continue to meet the board diversity targets in UKLR 16.3.29R(1)(a) in the next accounting period, or any plans to improve the diversity of its board. 16.3.34 R When making a statement required by UKLR 16.3.29R(1) in its annual financial report, a closed-ended investment fund need not set out the following matters if they are inapplicable to the closed-ended investment Page 229 of 351

FCA 2024/23 fund and its statement sets out the reasons why those matters are inapplicable: (1) whether the closed-ended investment fund has met the board diversity target in UKLR 16.3.29R(1)(a)(ii); and (2) matters set out in UKLR 16.3.29R(1)(b) to the extent that they relate to the board diversity target in UKLR 16.3.29R(1)(a)(ii). 16.3.35 R When including numerical data required by UKLR 16.3.29R(2) in its annual financial report, a closed-ended investment fund need not include the fields in the first row of each of the tables in UKLR 16 Annex 1, and the corresponding data for those fields, that are inapplicable to the closed￾ended investment fund, if it sets out in a statement accompanying the numerical data the reasons why those fields are inapplicable. 16.4 Reverse takeovers Cancellation of listing 16.4.1 G If a listed company is proposing to enter into a transaction classified as a reverse takeover it should consider UKLR 21.2.2G and UKLR 21.2.5G. 16.4.2 G Where a listed company completes a reverse takeover, the FCA will seek to cancel the listing of a listed company’s shares unless the FCA is satisfied that circumstances exist such that cancellation is not required. The FCA will have regard to UKLR 21.2.1R and the individual circumstances of the case. 16.4.3 R Where the listed company’s listing is cancelled following completion of a reverse takeover, the issuer must re-apply for the listing of the shares. 16.4.4 R A listed company must contact the FCA as early as possible: (1) before a reverse takeover which has been agreed or is in contemplation is announced; or (2) where details of the reverse takeover have leaked, to discuss whether a cancellation of listing is appropriate on completion of the reverse takeover. 16 Data on the diversity of the individuals on a listed company’s board and in Annex 1 its executive management R The following tables set out the information that a listed company must include in its annual financial report under UKLR 16.3.29R(2), and the format in which it must be set out. Page 230 of 351

FCA 2024/23 (1) Table for reporting on gender identity or sex Number of Percentage Number of Number in Percentage board of the board senior executive of executive members positions on the board (CEO, CFO, SID and Chair) management management Men Women [Other categories] Not specified/ prefer not to say [Note: The placeholder for ‘Other categories’ is optional and should be used to indicate additional categories which a listed company may wish to include in accordance with UKLR 16.3.31G.] (2) Table for reporting on ethnic background Number of Percentage Number of Number in Percentage board of the board senior executive of executive members positions on the board (CEO, CFO, SID and Chair) management management White British or other White (including minority￾white groups) Page 231 of 351

FCA 2024/23 Mixed/ multiple ethnic groups Asian/Asian British Black/ African/ Caribbean/ Black British Other ethnic group Not specified/ prefer not to say 17 Debt and debt-like securities: continuing obligations 17.1 Application 17.1.1 R This chapter applies to an issuer of any of the following types of securities: (1) debt securities; (2) asset backed securities; (3) certificates representing debt securities; and (4) specialist securities of the following types: (a) convertible securities which convert to debt securities; (b) convertible securities which convert to equity securities; (c) convertible securities which are exchangeable for securities of another company; and (d) preference shares. 17.1.2 G An issuer, as described in UKLR 17.1.1R, includes: (1) a state monopoly; Page 232 of 351

FCA 2024/23 (2) a state finance organisation; (3) a statutory body; and (4) an OECD state guaranteed issuer. 17.1.3 G A state, a regional or local authority or a public international body with listed debt securities should see UKLR 17.3 for its continuing obligations. 17.2 Requirements with continuing application Copies of documents 17.2.1 R (1) An issuer must forward to the FCA, for publication, a copy of any document required by UKLR 17.2 at the same time the document is issued, by uploading it to the national storage mechanism. (2) An issuer must notify a RIS as soon as possible when a document has been forwarded to the FCA under (1) unless the full text of the document is provided to the RIS. (3) A notification made under (2) must set out where copies of the relevant document can be obtained. Admission to trading 17.2.2 R (1) An issuer’s securities must be admitted to trading on a RIE’s market for listed securities at all times. (2) An issuer must inform the FCA in writing without delay if it has: (a) requested a RIE to admit or re-admit any of its listed securities to trading; (b) requested a RIE to cancel or suspend trading of any of its listed securities; or (c) been informed by a RIE that the trading of any of its listed securities will be cancelled or suspended. Annual accounts 17.2.3 R UKLR 17.2.4R to UKLR 17.2.6R apply to an issuer that is not already required to comply with DTR 4. 17.2.4 R (1) An issuer must publish its annual report and annual accounts as soon as possible after they have been approved. Page 233 of 351

FCA 2024/23 (2) An issuer must approve and publish its annual report and accounts within 6 months of the end of the financial period to which they relate. (3) The annual report and accounts must: (a) have been prepared in accordance with the issuer’s national law and, in all material respects, with national accounting standards or UK-adopted IFRS; and (b) have been independently audited and reported on, in accordance with: (i) the auditing standards applicable in the United Kingdom; or (ii) an equivalent auditing standard. 17.2.5 G (1) If an issuer prepares both own and consolidated annual accounts, it may publish either form, provided that the unpublished accounts do not contain any significant additional information. (2) If the annual accounts do not give a true and fair view of the assets and liabilities, financial position and profits or losses of the issuer or group, additional information must be provided to the satisfaction of the FCA. (3) An issuer incorporated or established in a third country which is not required to draw up its accounts so as to give a true and fair view, but is required to draw them up to an equivalent standard, may draw up its accounts to this equivalent standard. 17.2.6 R An issuer that meets the following criteria is not required to comply with UKLR 17.2.4R: (1) the issuer is an issuer of asset backed securities and would, if it were a debt issuer to which DTR 4 applied, be relieved of the obligations to draw up and publish annual and half-yearly financial reports in accordance with DTR 4.4.2R, provided the issuer is not otherwise required to comply with any other requirement for the publication of annual reports and accounts; or (2) (a) the issuer: (i) is a wholly owned subsidiary of a listed company; (ii) issues listed securities that are unconditionally and irrevocably guaranteed by the issuer’s listed Page 234 of 351

FCA 2024/23 holding company or equivalent arrangements are in place; (iii) is included in the consolidated accounts of its listed holding company; and (iv) is not required to comply with any other requirement for the preparation of annual report and accounts; and (b) non-publication of the issuer’s accounts would not be likely to mislead the public with regard to facts and circumstances that are essential for assessing the securities. Disclosure requirements and transparency rules 17.2.7 G An issuer whose securities are admitted to trading on a regulated market should consider the obligations referred to under articles 17 and 18 of the Market Abuse Regulation. 17.2.8 R An issuer that is not already required to comply with the obligations under articles 17 and 18 of the Market Abuse Regulation must comply with those obligations as if it were an issuer for the purposes of articles 17 and 18 of the Market Abuse Regulation and the transparency rules, subject to article 22 of the Market Abuse Regulation. 17.2.9 G An issuer whose securities are admitted to trading on a regulated market should consider its obligations under DTR 4 (Periodic Financial Reporting), DTR 5 (Vote Holder and Issuer Notification Rules) and DTR 6 (Continuing obligations and access to information). 17.2.10 R An issuer that is not already required to comply with the transparency rules must comply with DTR 6.3 as if it were an issuer for the purposes of the transparency rules. Disclosure of rights attached to securities 17.2.11 R Unless exempted in UKLR 17.2.14R, an issuer must: (1) forward to the FCA for publication a copy of one or more of the following: (a) the approved prospectus or listing particulars for its listed securities; (b) the relevant agreement or document setting out the terms and conditions on which its listed securities were issued; or (c) a document describing: Page 235 of 351

FCA 2024/23 (i) the rights attached to its listed securities; (ii) limitations on such rights; and (iii) the procedure for the exercise of such rights, produced in accordance with the relevant Annex of the Prospectus Regulation that would have applied had the issuer been required to produce a prospectus for those listed securities; and (2) if the information in relation to the rights attached to its listed securities set out in the document previously forwarded in accordance with (1) is no longer accurate, forward to the FCA for publication a copy of either of the following: (a) a new document in accordance with (1); or (b) a document describing or setting out the changes which have occurred in relation to the rights attached to the issuer’s listed securities. 17.2.12 R The documents in UKLR 17.2.11R must be forwarded to the FCA for publication by uploading them to the national storage mechanism. 17.2.13 G The purpose of UKLR 17.2.11R is to require issuers to maintain publicly available information in relation to the rights attached to their listed securities so that investors can access such information. 17.2.14 R An issuer is exempt from UKLR 17.2.11R where: (1) it has previously forwarded to the FCA for publication, or otherwise filed with the FCA, a document specified in UKLR 17.2.11R(1); (2) if the information in relation to the rights attached to its listed securities set out in the document previously forwarded or filed in accordance with (1) is no longer accurate, it has forwarded to the FCA for publication, or otherwise filed with the FCA, a copy of either of the following: (a) one of the documents specified in UKLR 17.2.11R(1); or (b) a document describing or setting out the changes which have occurred in relation to the rights attached to the issuer’s listed securities; and Page 236 of 351

FCA 2024/23 (3) the documents in (1) and (2) have been forwarded to the FCA for publication, or otherwise filed with the FCA, by: (a) forwarding them for publication on a location previously identified on the FCA website where the public can inspect documents referred to in the listing rules as being documents to be made available at the document viewing facility; or (b) uploading them to the national storage mechanism. Amendments to trust deeds 17.2.15 R An issuer must ensure that any circular it issues to holders of its listed securities about proposed amendments to a trust deed includes: (1) an explanation of the effect of the proposed amendments; and (2) either the full terms of the proposed amendments, or a statement that they will be available for inspection: (a) at the place of the general meeting for at least 15 minutes before and during the meeting; and (b) on the national storage mechanism. Early redemptions 17.2.16 R (1) An issuer must ensure that any circular it issues to holders of its listed securities relating to a resolution proposing to redeem listed securities before their due date for redemption includes: (a) an explanation of the reasons for the early redemption; (b) a statement of the market values for the securities on the first dealing day in each of the 6 months before the date of the circular and on the latest practicable date before sending the circular; (c) a statement of any interests of any director in the securities; (d) if there is a trustee, or other representative, of the holders of the securities to be redeemed, a statement that the trustee, or other representative, has given its consent to the issue of the circular or stated that it has no objection to the resolution being put to a meeting of the securities holders; Page 237 of 351

FCA 2024/23 (e) the timetable for redemption; and (f) an explanation of the procedure to be followed by the securities holders. (2) The circular must not contain specific advice about whether or not to accept the proposal for redemption. (3) The timetable for redemption in the circular must have been approved by the RIE on which the listed securities are traded. Definitive documents of title 17.2.17 R An issuer must ensure that any definitive document of title for a security (other than a bearer security) includes the following matters on its face (or on the reverse in the case of paragraph (5)): (1) the authority under which the issuer is constituted and the country of incorporation and registered number (if any); (2) the number or amount of securities the certificate represents and, if applicable, the number and denomination of units (in the top right￾hand corner); (3) a footnote stating that no transfer of the security or any portion of it represented by the certificate can be registered without production of the certificate; (4) if applicable, the minimum amount and multiples thereof in which the security is transferable; and (5) the interest payable and the interest payment dates and, on the reverse (with reference shown on the face), an easily legible summary of the rights as to redemption or repayment and (where applicable) conversion. Disclosure: guaranteed and convertible securities 17.2.18 R In the case of debt securities guaranteed by another company, an issuer must submit to the FCA the annual report and accounts of the company that is providing the guarantee unless that company is listed or adequate information is otherwise available. 17.2.19 R In the case of convertible securities which are exchangeable for securities of another company, an issuer must submit to the FCA the annual report and accounts of that other company unless that company is listed or adequate information is otherwise available. Page 238 of 351

FCA 2024/23 Disclosure: asset backed securities 17.2.20 R Where an issuer proposes to issue further debt securities that are: (1) backed by the same assets; and (2) not fungible with existing classes of debt securities; or (3) not subordinated to existing classes of debt securities, the issuer must inform the holders of the existing classes of debt securities. 17.3 Requirements for states, regional and local authorities and public international bodies 17.3.1 R This chapter does not apply to a state, a regional or local authority or a public international body with listed debt securities except that such an issuer must comply with UKLR 17.2.2R (Admission to trading) and UKLR 17.3.2R (Compliance with transparency rules). Compliance with transparency rules 17.3.2 R (1) This rule applies to a state, a regional or local authority and a public international body with listed debt securities. (2) An issuer referred to in (1) that is not already required to comply with the transparency rules must comply with: (a) DTR 5.6.3R (Disclosures by issuers); (b) DTR 6.1.3R(2) (Equality of treatment); (c) DTR 6.2 (Filing information and use of language); and (d) DTR 6.3 (Dissemination of information). 18 Securitised derivatives: requirements for listing and continuing obligations 18.1 Application 18.1.1 R This chapter applies to an issuer of: (1) retail securitised derivatives; (2) specialist securitised derivatives; and (3) other derivative products if the FCA has specifically approved their listing under this chapter. Other derivative products Page 239 of 351

FCA 2024/23 18.1.2 R For the purposes of this chapter, an issuer of other derivative products that have received the specific approval of the FCA to be listed under this chapter must comply with the rules applicable to an issuer of specialist securitised derivatives, unless otherwise stated. 18.1.3 R The FCA will not admit to listing, under this chapter, other derivative products that are likely to be bought and traded by investors who are not specialist investors, unless the derivative product falls within the scope of specified investments in Part III of the Regulated Activities Order. 18.2 Requirements for listing Requirements for listing: the issuer 18.2.1 R An applicant for the admission of securitised derivatives must: (1) have permission under the Act to carry on its activities relating to securitised derivatives and be either a bank or a securities and futures firm; (2) if the applicant is an overseas company: (a) be regulated by an overseas regulator responsible for the regulation of banks, securities firms or futures firms and which has a lead regulation agreement for financial supervision with the FCA; and (b) be carrying on its activities relating to securitised derivatives within the approved scope of its business; or (3) arrange for its obligations in relation to the securitised derivatives to be unconditionally and irrevocably guaranteed by, or benefit from an arrangement which is equivalent in its effect to such a guarantee provided by, an entity which satisfies paragraph (1) or (2). Requirements for listing 18.2.2 R For a securitised derivative to be listed, its underlying instrument must be traded on a regulated, regularly operating, recognised open market, unless it is: (1) a currency; (2) an index; (3) an interest rate; or Page 240 of 351

FCA 2024/23 (4) a basket of any of the above. 18.2.3 R The FCA may modify or dispense with the requirement in UKLR 18.2.2R for other derivative products. Requirements for listing: retail products 18.2.4 R To be listed, a retail securitised derivative must: (1) satisfy the requirements set out in UKLR 18.2.2R; and (2) not be a contingent liability investment. 18.2.5 R To be listed, if a retail securitised derivative gives its holder a right of exercise, its terms and conditions must provide that: (1) for cash settled securitised derivatives that are in the money at the exercise time on the expiration date, the exercise of the securitised derivative is automatic; or (2) for physically settled securitised derivatives that are in the money at the exercise time on the expiration date, if the holder fails to deliver an exercise notice by the time stipulated in the terms and conditions, the issuer will, irrespective of the failure to exercise, pay to the holder an amount in cash in lieu of the holder’s failure to deliver the exercise notice, the amount and method of calculation of this amount to be determined by the issuer. 18.3 Continuing obligations Application 18.3.1 R An issuer that has only securitised derivatives listed is subject to the continuing obligations set out in this chapter. 18.3.2 R An issuer that has both securitised derivatives and other securities listed is subject to the continuing obligations set out in this chapter and the continuing obligations that are applicable to the other securities so listed. Admission to trading 18.3.3 R (1) An issuer’s listed securitised derivatives must be admitted to trading on a RIE’s market for listed securities at all times. (2) An issuer must inform the FCA in writing as soon as possible if it has: (a) requested a RIE to admit or re-admit any of its listed securitised derivatives to trading; Page 241 of 351

FCA 2024/23 (b) requested a RIE to cancel or suspend trading of any of its listed securitised derivatives; or (c) been informed by a RIE that the trading of any of its listed securitised derivatives will be cancelled or suspended. 18.3.4 R If an issue is guaranteed by an unlisted company, an issuer must submit the guarantor’s accounts to the FCA. Settlement arrangements 18.3.5 R (1) An issuer must ensure that appropriate settlement arrangements for its listed securitised derivatives are in place. (2) Listed securitised derivatives must be eligible for electronic settlement, which includes settlement by a relevant system, as defined in the Uncertificated Securities Regulations 2001 (SI 2001/3755). Disclosure requirements and transparency rules 18.3.6 R An issuer must comply with the obligations referred to under articles 17 and 18 of the Market Abuse Regulation as if it were an issuer for the purposes of those obligations and the transparency rules, subject to article 22 of the Market Abuse Regulation. 18.3.7 G An issuer whose securities are admitted to trading on a regulated market should consider its obligations under DTR 4 (Periodic Financial Reporting), DTR 5 (Vote Holder and Issuer Notification Rules) and DTR 6 (Continuing obligations and access to information). 18.3.8 R For the purposes of compliance with the transparency rules, the FCA considers that an issuer of securitised derivatives should comply with DTR 4, DTR 5 and DTR 6 as if it were an issuer of debt securities as defined in the transparency rules. 18.3.9 G An issuer that is not already required to comply with the transparency rules must comply with DTR 6.3 as if it were an issuer for the purposes of the transparency rules. Disclosure of rights attached to securitised derivatives 18.3.10 R Unless exempted in UKLR 18.3.13R, an issuer must: (1) forward to the FCA for publication a copy of one or more of the following: Page 242 of 351

FCA 2024/23 (a) the approved prospectus or listing particulars for its listed securitised derivatives; (b) the relevant agreement or document setting out the terms and conditions on which its listed securitised derivatives were issued; or (c) a document describing: (i) the rights attached to its listed securitised derivatives; (ii) limitations on such rights; and (iii) the procedure for the exercise of such rights, produced in accordance with the relevant Annex of the Prospectus Regulation that would have applied had the company been required to produce a prospectus for those listed securitised derivatives; and (2) if the information in relation to the rights attached to its listed securitised derivatives set out in the document previously forwarded in accordance with paragraph (1) is no longer accurate, forward to the FCA for publication a copy of either of the following: (a) a new document in accordance with paragraph (1); or (b) a document describing or setting out the changes which have occurred in relation to the rights attached to the issuer’s listed securitised derivatives. 18.3.11 R The documents in UKLR 18.3.10R must be forwarded to the FCA for publication by uploading them to the national storage mechanism. 18.3.12 G The purpose of UKLR 18.3.10R is to require issuers to maintain publicly available information in relation to the rights attached to their listed securitised derivatives so that investors can access such information. 18.3.13 R An issuer is exempt from UKLR 18.3.10R where: (1) it has previously forwarded to the FCA for publication, or otherwise filed with the FCA, a document specified in UKLR 18.3.10R(1); (2) if the information in relation to the rights attached to its listed securitised derivatives set out in the document previously forwarded or filed in accordance with paragraph (1) is no longer Page 243 of 351

FCA 2024/23 accurate, it has forwarded to the FCA for publication, or otherwise filed with the FCA, a copy of either of the following: (a) one of the documents specified in UKLR 18.3.10R(1); or (b) a document describing or setting out the changes which have occurred in relation to the rights attached to the issuer’s listed securitised derivatives; and (3) the documents in paragraph (1) and (2) have been forwarded to the FCA for publication, or otherwise filed with the FCA, by: (a) forwarding them for publication on a location previously identified on the FCA website where the public can inspect documents referred to in the listing rules as being documents to be made available at the document viewing facility; or (b) uploading them to the national storage mechanism. Documents of title 18.3.14 R An issuer must comply with the requirements in UKLR 9.4.18R (Temporary documents of title (including renounceable documents)) and UKLR 9.4.19R (Definitive documents of title) so far as relevant to securitised derivatives. 18.4 Disclosures 18.4.1 R An issuer must submit to the FCA a copy of any document required by UKLR 18.4.2R to UKLR 18.4.4R at the same time as the document is issued, by uploading it to the national storage mechanism. 18.4.2 R An issuer must notify a RIS of all notices to holders of listed securitised derivatives no later than the date of despatch or publication. Underlying instruments 18.4.3 R An issuer must notify a RIS of any adjustment or modification it makes to the securitised derivative as a result of any change in or to the underlying instrument, including details of the underlying event that necessitated the adjustment or modification. Suspension of listing 18.4.4 R An issuer must inform the FCA immediately if it becomes aware that an underlying instrument that is listed or traded outside the United Kingdom has been suspended. Page 244 of 351

FCA 2024/23 19 Warrants, options and other miscellaneous securities: continuing obligations 19.1 Application 19.1.1 R This chapter applies to an issuer of miscellaneous securities. 19.1.2 G Miscellaneous securities include warrants and options and other similar securities. 19.2 Continuing obligations Application 19.2.1 R An issuer that has only miscellaneous securities listed is subject to the continuing obligations set out in this chapter. 19.2.2 R An issuer that has both miscellaneous securities and other securities listed is subject to the continuing obligations set out in this chapter and the continuing obligations that are applicable to the other securities so listed. Admission to trading 19.2.3 R (1) An issuer’s listed miscellaneous securities must be admitted to trading on a RIE’s market for listed securities at all times. (2) An issuer must inform the FCA in writing as soon as possible if it has: (a) requested a RIE to admit or re-admit any of its listed miscellaneous securities to trading; (b) requested a RIE to cancel or suspend trading of any of its listed miscellaneous securities; or (c) been informed by a RIE that the trading of any of its listed miscellaneous securities will be cancelled or suspended. 19.2.4 R An issuer with listed miscellaneous securities must comply with UKLR 3.2.12R at all times. Disclosure requirements and transparency rules 19.2.5 R An issuer must comply with the obligations referred to under articles 17 and 18 of the Market Abuse Regulation as if it were an issuer for the purposes of those obligations and the transparency rules, subject to article 22 of the Market Abuse Regulation. Page 245 of 351

FCA 2024/23 19.2.6 G An issuer whose miscellaneous securities are admitted to trading on a regulated market should consider its obligations under DTR 4 (Periodic Financial Reporting), DTR 5 (Vote Holder and Issuer Notification Rules), DTR 6 (Continuing obligations and access to information) and DTR 7 (Corporate governance). 19.2.7 R An issuer that is not already required to comply with the transparency rules must comply with DTR 6.3 as if it were an issuer for the purposes of the transparency rules. Disclosure of rights attached to miscellaneous securities 19.2.8 R Unless exempted in UKLR 19.2.11R, an issuer must: (1) forward to the FCA for publication a copy of one or more of the following: (a) the approved prospectus or listing particulars for its listed miscellaneous securities; (b) the relevant agreement or document setting out the terms and conditions on which its listed miscellaneous securities were issued; or (c) a document describing: (i) the rights attached to its listed miscellaneous securities; (ii) limitations on such rights; and (iii) the procedure for the exercise of such rights, produced in accordance with the relevant Annex of the Prospectus Regulation that would have applied had the issuer been required to produce a prospectus for those listed miscellaneous securities; and (2) if the information in relation to the rights attached to its listed miscellaneous securities set out in the document previously forwarded in accordance with paragraph (1) is no longer accurate, forward to the FCA for publication a copy of either of the following: (a) a new document in accordance with paragraph (1); or (b) a document describing or setting out the changes which have occurred in relation to the rights attached to the issuer’s listed miscellaneous securities. Page 246 of 351

FCA 2024/23 19.2.9 R The documents in UKLR 19.2.8R must be forwarded to the FCA for publication by uploading them to the national storage mechanism. 19.2.10 G The purpose of UKLR 19.2.8R is to require issuers to maintain publicly available information in relation to the rights attached to their listed miscellaneous securities so that investors can access such information. 19.2.11 R An issuer is exempt from UKLR 19.2.8R where: (1) it has previously forwarded to the FCA for publication, or otherwise filed with the FCA, a document specified in UKLR 19.2.8R(1); (2) if the information in relation to the rights attached to its listed miscellaneous securities set out in the document previously forwarded or filed in accordance with paragraph (1) is no longer accurate, it has forwarded to the FCA for publication, or otherwise filed with the FCA, a copy of either of the following: (a) one of the documents specified in UKLR 19.2.8R(1); or (b) a document describing or setting out the changes which have occurred in relation to the rights attached to the issuer’s listed miscellaneous securities; and (3) the documents in paragraphs (1) and (2) have been forwarded to the FCA for publication, or otherwise filed with the FCA, by: (a) forwarding them for publication on a location previously identified on the FCA website where the public can inspect documents referred to in the listing rules as being documents to be made available at the document viewing facility; or (b) uploading them to the national storage mechanism. Documents of title 19.2.12 R An issuer must comply with the requirements in UKLR 9.4.18R (Temporary documents of title (including renounceable documents)) and UKLR 9.4.19R (Definitive documents of title) so far as relevant to miscellaneous securities. 19.3 Disclosures 19.3.1 R An issuer must submit to the FCA a copy of any document required by UKLR 19.3.2R and UKLR 19.3.3R at the same time as the document is issued, by uploading it to the national storage mechanism. Page 247 of 351

FCA 2024/23 19.3.2 R An issuer must notify a RIS of all notices to holders of listed miscellaneous securities no later than the date of despatch or publication. Underlying securities 19.3.3 R An issuer must notify a RIS of any adjustment or modification it makes to a miscellaneous security as a result of any change to a security over which the listed miscellaneous security carries a right to buy or subscribe. Suspension of listing 19.3.4 R An issuer must inform the FCA immediately if it becomes aware that any security over which the listed miscellaneous security carries a right to buy or subscribe that is listed or traded outside the United Kingdom has been suspended. 20 Admission to listing: processes and procedures 20.1 Application 20.1.1 R This chapter applies to an applicant for the admission of securities. 20.2 Application for admission to listing Location of official list 20.2.1 G The FCA will maintain the official list on its website. Method of application 20.2.2 R An applicant for admission must apply to the FCA by: (1) submitting, in final form: (a) the document described in UKLR 20.3 in the case of an applicant which is making an application for admission for the first time; (b) the documents described in UKLR 20.4 in the case of an application in respect of shares; (c) the documents described in UKLR 20.5 in the case of an application in respect of debt securities or other securities; and (d) the documents described in UKLR 20.6 in the case of a block listing; (2) submitting all additional documents, explanations and information as required by the FCA; Page 248 of 351

FCA 2024/23 (3) submitting verification of any information in such manner as the FCA may specify; and (4) paying the fee set out in FEES 3 by the required date. 20.2.3 G Before submitting the documents referred to in UKLR 20.2.2R(1), an applicant should contact the FCA to agree the date on which the FCA will consider the application. 20.2.4 R All documents must be submitted to Issuer Management at the FCA’s address. Grant of an application for admission to listing 20.2.5 G The FCA will admit securities to listing if all relevant documents required by UKLR 20.2.2R have been submitted to the FCA. 20.2.6 G When considering an application for admission to listing, the FCA may: (1) carry out any enquiries and request any further information which it considers appropriate, including consulting with other regulators or exchanges; (2) request that an applicant, or its specified representative, answer questions and explain any matter the FCA considers relevant to the application for listing; (3) take into account any information which it considers appropriate in relation to the application for listing; (4) request that any information provided by the applicant be verified in such manner as the FCA may specify; (5) impose any additional conditions on the applicant as the FCA considers appropriate; and (6) take into account any concerns the FCA may have that the applicant has not responded satisfactorily to any queries by the FCA or has not been open and cooperative in its dealings with the FCA. 20.2.7 G The admission becomes effective only when the FCA’s decision to admit the securities to listing has been announced by being either: (1) disseminated by a RIS; or (2) posted on a noticeboard designated by the FCA, should the electronic systems be unavailable. 20.3 All securities Page 249 of 351

FCA 2024/23 Board confirmation 20.3.1 R (1) Where an applicant is making an application for admission for the first time, the applicant must provide confirmation from the board that the applicant has taken reasonable steps to establish adequate procedures, systems and controls to enable it to comply with its obligations under the listing rules, the disclosure requirements, the transparency rules and the corporate governance rules following admission. (2) The board confirmation in (1) must be provided using the Procedures, Systems and Controls Confirmation form. [Note: The Procedures, Systems and Controls Confirmation Form can be found on the Primary Markets section of the FCA’s website.] 20.3.2 G An applicant must provide the board confirmation required under UKLR 20.3.1R on the first occasion on which it makes an application for an admission of securities to listing. Accordingly, a listed company is not required to provide the board confirmation where it makes: (1) an application for the admission of securities of the same class as securities that are already listed; or (2) an application for the admission of a new class of securities. 20.3.3 G The FCA will not grant an application for admission if an issuer is unable to provide the board confirmation required under UKLR 20.3.1R. When considering an application for admission, the FCA would expect the applicant to be able to demonstrate its readiness to comply with its obligations under the listing rules, the disclosure requirements, the transparency rules and the corporate governance rules following admission. 20.4 Shares Application 20.4.1 R UKLR 20.4.2R to UKLR 20.4.9R apply to an applicant which is applying for a listing of its shares except for preference shares that are specialist securities. Documents to be provided 2 business days in advance 20.4.2 R The following documents must be submitted, in final form, to the FCA by midday 2 business days before the FCA is to consider the application: (1) a completed Application for Admission of Securities to the Official List; Page 250 of 351

FCA 2024/23 (2) the prospectus or listing particulars that have been approved by the FCA; (3) any circular that has been published in connection with the application, if applicable; (4) any approved supplementary prospectus or approved supplementary listing particulars, if applicable; (5) written confirmation of the number of shares to be allotted (pursuant to a board resolution allotting the shares); (6) if a prospectus or listing particulars have not been produced, a copy of the RIS announcement detailing the number and type of shares that are the subject of the application and the circumstances of their issue; and (7) written confirmation of: (a) (i) the contact details of at least 2 of its executive directors (or, where the issuer has no executive directors, at least 2 of its directors); or (ii) where the issuer has only 1 executive director or has only 1 director, the contact details of that director, as required under UKLR 1.3.5R; (b) the contact details of a nominated person at the issuer as required under UKLR 1.3.7R and UKLR 1.3.8R; and (c) the contact details of appropriate persons nominated by the issuer to act as the first point of contact with the FCA in relation to the issuer’s compliance with the listing rules, the disclosure requirements and the transparency rules following admission under UKLR 6, UKLR 11, UKLR 12, UKLR 13, UKLR 14 or UKLR 16 (as appropriate). [Note: The Application for Admission of Securities to the Official List form can be found on the Primary Markets section of the FCA’s website.] 20.4.3 R If a prospectus or listing particulars have not been produced, the Application for Admission of Securities to the Official List must contain confirmation that a prospectus or listing particulars are not required and details of the reasons why they are not required. Documents to be provided on the day 20.4.4 R The following documents, signed by a sponsor (if a sponsor is required under UKLR 4) or by a duly authorised officer of the applicant (if a Page 251 of 351

FCA 2024/23 sponsor is not required under UKLR 4), must be submitted, in final form, to the FCA before 9am on the day the FCA is to consider the application: (1) a completed Shareholder Statement, in the case of an applicant that is applying for a listing of a class of shares for the first time; or (2) a completed Pricing Statement, in the case of a placing, open offer, vendor consideration placing, offer for subscription of equity shares or an issue out of treasury of equity shares of a class already listed. [Note: The Shareholder Statement and the Pricing Statement forms can be found on the Primary Markets section of the FCA’s website.] 20.4.5 R If written confirmation of the number of shares to be allotted pursuant to a board resolution cannot be submitted to the FCA by the deadline set out in UKLR 20.4.2R or the number of shares to be admitted is lower than the number notified under UKLR 20.4.2R, written confirmation of the number of shares to be allotted or admitted must be provided to the FCA by the applicant or its sponsor at least 1 hour before the admission to listing is to become effective. 20.4.6 R If the FCA has considered an application for listing and the shares the subject of the application are not all allotted and admitted following the initial allotment of the shares (for example, under an offer for subscription), further allotments of shares may be admitted if, before 4pm on the day before admission is sought, the FCA has been provided with: (1) written confirmation of the number of shares allotted pursuant to a board resolution; and (2) a copy of the RIS announcement detailing the number and type of shares and the circumstances of their issue. Other documents to be submitted 20.4.7 R Written confirmation of the number of shares that were allotted (pursuant to a board resolution allotting the shares) must be submitted to the FCA as soon as practicable after admission if the number is lower than the number that was announced under UKLR 20.2.7G as being admitted to listing. Documents to be kept 20.4.8 R An applicant must keep copies of the following for 6 years after the admission to listing: (1) any agreement to acquire any assets, business or shares in consideration for or in relation to which the company’s shares are being issued; Page 252 of 351

FCA 2024/23 (2) any letter, report, valuation, contract or other documents referred to in the prospectus, listing particulars, circular or other document issued in connection with those shares; (3) the applicant’s constitution as at the date of admission; (4) the annual report and accounts of the applicant and of any guarantor, for each of the periods which form part of the applicant’s financial record contained in the prospectus or listing particulars; (5) any interim accounts made up since the date to which the last annual report and accounts were made up and prior to the date of admission; (6) any temporary and definitive documents of title; (7) in the case of an application in respect of shares issued pursuant to an employees’ share scheme, the scheme document; (8) where listing particulars or another document are published in connection with any scheme requiring court approval, any court order and the certificate of registration issued by the Registrar of Companies; and (9) copies of board resolutions of the applicant allotting or issuing the shares. 20.4.9 R An applicant must provide to the FCA the documents set out in UKLR 20.4.8R, if requested to do so. 20.5 Debt and other securities Application – debt securities etc 20.5.1 R UKLR 20.5.4R to UKLR 20.5.7R apply to an applicant that is seeking admission of any of the following types of securities: (1) debt securities; (2) asset backed securities; (3) certificates representing certain securities; (4) convertible securities; (5) miscellaneous securities; (6) preference shares that are specialist securities; and (7) securitised derivatives. Page 253 of 351

FCA 2024/23 Application – issuance programmes 20.5.2 R UKLR 20.5.10R to UKLR 20.5.12R apply to an applicant for the admission of an issuance programme in respect of any of the following types of securities: (1) debt securities; (2) asset backed securities; (3) miscellaneous securities; (4) securitised derivatives; and (5) certificates representing certain securities. Application – public sector issuers 20.5.3 R UKLR 20.5.13R to UKLR 20.5.19R apply to an applicant that is a public sector issuer. Documents to be provided 2 business days in advance 20.5.4 R An applicant must submit, in final form, to the FCA by midday 2 business days before the FCA is to consider the application: (1) a completed Application for Admission of Securities to the Official List; (2) the prospectus or listing particulars that have been approved by the FCA; (3) any approved supplementary prospectus or approved supplementary listing particulars, if applicable; (4) written confirmation of the number of securities to be issued (pursuant to a board resolution); and (5) written confirmation of: (a) (i) the contact details of at least 2 of its executive directors (or, where the issuer has no executive directors, at least 2 of its directors); or (ii) where the issuer has only 1 executive director or has only 1 director, the contact details of that director, as required under UKLR 1.3.5R; and (b) the contact details of a nominated person at the issuer as required under UKLR 1.3.7R and UKLR 1.3.8R. Page 254 of 351

FCA 2024/23 [Note: The Application for Admission of Securities to the Official List form can be found on the Primary Markets section of the FCA’s website.] Documents to be provided on the day of admission 20.5.5 R If confirmation of the number of securities to be issued pursuant to a board resolution cannot be submitted to the FCA by the deadline set out in UKLR 20.5.4R or the number of securities to be admitted is lower than the number notified under UKLR 20.5.4R, written confirmation of the number of securities to be issued or admitted must be provided to the FCA by the applicant at least 1 hour before the admission to listing is to become effective. Documents to be provided: supplementary obligation for certificates representing certain securities 20.5.6 R An applicant for admission of certificates representing certain securities must submit a letter to the FCA setting out how it satisfies the requirements in UKLR 3 (Requirements for listing: all securities) and UKLR 15.2 (Requirements for listing) no later than when the first draft of a prospectus for the certificates is submitted or, if the FCA is not approving a prospectus, at a time agreed with the FCA. Documents to be kept 20.5.7 R An applicant must keep, for 6 years after the admission to listing, a copy of the items set out in UKLR 20.4.8R(1) to (6) and UKLR 20.4.8R(9) and must provide any of those documents to the FCA if requested to do so. 20.5.8 R In addition to the documents referred to in UKLR 20.5.7R, an applicant for admission of securitised derivatives must keep a copy of the securitised derivative agreement or securitised derivative instrument or similar document for 6 years after the admission of the relevant securitised derivatives. 20.5.9 R In addition to the documents referred to in UKLR 20.5.7R, an applicant for admission of certificates representing certain securities must keep a copy of the executed deposit agreement for 6 years after the admission of the relevant certificates. Procedure for issuance programmes: initial offering and increase to programme size 20.5.10 R An applicant must comply with UKLR 20.5.4R to UKLR 20.5.7R with the following modifications: (1) if the FCA approves the application, it will admit to listing all securities which may be issued under the programme within 12 months after the publication of the base prospectus or listing particulars, subject to the FCA: Page 255 of 351

FCA 2024/23 (a) being advised of the final terms of each issue for which a listing is sought; and (b) receiving and approving for publication any supplementary documents that may be appropriate. (2) an applicant must submit a supplementary prospectus or supplementary listing particulars instead of the document required by UKLR 20.5.4R(2) in the case of an increase in the maximum amount of securities which may be in issue and listed at any one time under an issuance programme. 20.5.11 G An applicant for the admission of securities under an issuance programme must confirm in its Application for Admission of Securities to the Official List that, at admission, all of the securities the subject of the application will be in issue pursuant to board resolutions authorising the issue. Issuance programmes: final terms 20.5.12 R (1) The final terms must be submitted in writing to the FCA as soon as possible after they have been agreed and no later than 2pm on the day before listing is to become effective. (2) The final terms may be submitted by: (a) the applicant; or (b) a duly authorised officer of the applicant. [Note: For further details on final terms, see article 8(5) of the Prospectus Regulation.] Exempt public sector issuers 20.5.13 R An issuer that seeks admission of debt securities referred to in article 1(2)(b) and (d) of the Prospectus Regulation must submit to the FCA in final form a completed Application for Admission of Securities to the Official List. [Note: The Application for Admission of Securities to the Official List form can be found on the Primary Markets section of the FCA’s website.] 20.5.14 G An application referred to in UKLR 20.5.13R should be made in accordance with the timetable referred to in UKLR 20.5.12R. 20.5.15 G An issuer referred to in UKLR 20.5.13R that is not required to produce a prospectus or listing particulars must confirm on its application form that no prospectus or listing particulars are required. Page 256 of 351

FCA 2024/23 20.5.16 G Apart from UKLR 20.5.13R, UKLR 20.5.14G and UKLR 20.5.15G, no other provisions in UKLR 20.5 apply to the admission of debt securities referred to in article 1(2)(b) and (d) of the Prospectus Regulation. Other public sector issuers 20.5.17 R UKLR 20.5.10R, UKLR 20.5.12R, UKLR 20.5.18R and UKLR 20.5.19R apply to applications for admission to listing of debt securities by a public sector issuer other than one referred to in UKLR 20.5.13R. 20.5.18 R An applicant referred to in UKLR 20.5.17R must submit the items set out in UKLR 20.5.4R to the FCA in final form by midday 2 business days before the FCA is to consider the application. 20.5.19 R An applicant referred to in UKLR 20.5.17R must keep, for 6 years after the admission to listing, a copy of the items set out in UKLR 20.4.8R(1) to (6) and UKLR 20.4.8R(9). 20.6 Block listing Application 20.6.1 R This section applies to an applicant that wishes to apply for admission of securities using a block listing. When a block listing can be used 20.6.2 G If the process of applying for admission of securities is likely to be very onerous due to the frequent or irregular nature of allotments and if no prospectus or listing particulars are required for the securities, an applicant may apply for a block listing of a specified number of the securities. 20.6.3 G The grant of a block listing constitutes admission to listing for the securities that are the subject of the block. Separately, the applicant will need to consider the provisions of article 1(4) of the Prospectus Regulation when the securities that are the subject of the block listing are being issued. 20.6.4 R An applicant applying for admission to listing by way of a block listing must submit in final form, at least 2 business days before the FCA is to consider the application, a completed Application for Admission of Securities to the Official List. An application in respect of multiple schemes must identify the schemes but need not set out separate block listing amounts for each scheme. [Note: The Application for Admission of Securities to the Official List form can be found on the Primary Markets section of the FCA’s website.] 20.6.5 R (1) An applicant applying for admission to listing by way of a block listing must notify a RIS of the number and type of securities that Page 257 of 351

FCA 2024/23 are the subject of the block listing application and the circumstances of their issue. (2) The notification in paragraph (1) must be made by 9am on the day the FCA is to consider the application. 20.6.6 R Every 6 months, the applicant must notify a RIS of the details of the number of securities covered by the block listing which have been allotted in the previous 6 months, using the Block Listing Six Monthly Return. [Note: A copy of the Block Listing Six Monthly Return can be found on the Primary Markets section of the FCA’s website.] 20.6.7 G An issuer that wishes to synchronise block listing 6-monthly returns for a number of block listing facilities may do so by providing the return required by UKLR 20.6.6R earlier than required to move the timing of returns onto a different 6-monthly cycle. An issuer with multiple block listing facilities should ensure that allotments under each facility are separately stated. 21 Suspending, cancelling and restoring listing and transfer between listing categories: all securities 21.1 Suspending listing FCA may suspend listing 21.1.1 R (1) The FCA may suspend, with effect from such time as it may determine, the listing of any securities if the smooth operation of the market is, or may be, temporarily jeopardised or it is necessary to protect investors. (2) An issuer that has the listing of any of its securities suspended must continue to comply with all listing rules applicable to it. (3) If the FCA suspends the listing of any securities, it may impose such conditions on the procedure for lifting the suspension as it considers appropriate. Examples of when FCA may suspend 21.1.2 G Examples of when the FCA may suspend the listing of securities include (but are not limited to) situations where it appears to the FCA that: (1) the issuer has failed to meet its continuing obligations for listing; (2) the issuer has failed to publish financial information in accordance with the listing rules; (3) the issuer is unable to assess accurately its financial position and inform the market accordingly; Page 258 of 351

FCA 2024/23 (4) there is insufficient information in the market about a proposed transaction; (5) the issuer’s securities have been suspended elsewhere; (6) the issuer has appointed administrators or receivers, or is an investment trust and is winding up; (7) for a securitised derivative that relates to a single underlying instrument, the underlying instrument is suspended; (8) for a securitised derivative that relates to a basket of underlying instruments, one or more underlying instruments of the basket are suspended; or (9) for a miscellaneous security that carries a right to buy or subscribe for another security, the security over which the listed miscellaneous security carries a right to buy or subscribe has been suspended. 21.1.3 G The FCA will not suspend the listing of a security to fix its price at a particular level. Suspension at issuer’s request 21.1.4 G An issuer that intends to request the FCA to suspend the listing of its securities will need to comply with UKLR 21.3. The FCA will not suspend the listing if it is not satisfied that the circumstances justify the suspension. Securities suspended for 6 months or more 21.1.5 R Where the listing of an issuer’s securities has been suspended for 6 months, the issuer must contact the FCA as soon as possible after the end of that period to discuss whether a cancellation of listing is appropriate or whether the securities can remain suspended for a further period to be agreed with the FCA. 21.2 Cancelling listing FCA may cancel listing 21.2.1 R The FCA may cancel the listing of securities if it is satisfied that there are special circumstances that preclude normal regular dealings in them. Examples of when FCA may cancel 21.2.2 G Examples of when the FCA may cancel the listing of securities include (but are not limited to) situations where it appears to the FCA that: Page 259 of 351

FCA 2024/23 (1) the securities are no longer admitted to trading as required by these rules; (2) the issuer no longer satisfies its continuing obligations for listing – for example, if the percentage of shares in public hands falls below 10% (the FCA may, however, allow a reasonable time to restore the percentage, unless this is precluded by the need to maintain the smooth operation of the market or to protect investors); (3) the securities’ listing has been suspended for more than 6 months; (4) the securities are: (a) equity shares with a listing in the non-equity shares and non-voting equity shares category; or (b) equity shares with a listing in the equity shares (transition) category, and in either case were issued by a closed-ended investment fund where the closed-ended investment fund no longer has a listing of equity shares in the closed-ended investment funds category; (5) the issuer has completed a reverse takeover or initial transaction; (6) the issuer has failed to comply with the requirements in UKLR 7.5.1R (including as applied by UKLR 11.5.1R) or UKLR 13.4.22R; or (7) the securities are: (a) equity shares with a listing in the non-equity shares and non￾voting equity shares category; or (b) equity shares with a listing in the equity shares (transition) category, and in either case were issued by a shell company where the shell company no longer has a listing of equity shares in the equity shares (shell companies) category. 21.2.3 G Where the percentage of shares in a shell company in public hands falls below 10%, the FCA will seek to cancel the listing of those securities unless the FCA is satisfied that circumstances exist such that cancellation is not required. The FCA will have regard to UKLR 21.2.1R and the individual circumstances of the case. 21.2.4 G Where the listing of an issuer’s securities has been suspended for 6 months, the issuer should note UKLR 21.1.5R. Page 260 of 351

FCA 2024/23 21.2.5 G Where an issuer of: (1) equity shares; (2) non-equity shares; or (3) certificates representing certain securities, completes a reverse takeover or an initial transaction, the FCA will seek to cancel the listing of those securities unless the FCA is satisfied that circumstances exist such that cancellation is not required. The FCA will have regard to UKLR 21.2.1R and the individual circumstances of the case. Cancellation at issuer’s request 21.2.6 R An issuer must satisfy the requirements applicable to it in UKLR 21.2.8R to UKLR 21.2.18R and UKLR 21.3 before the FCA will cancel the listing of its securities at its request. 21.2.7 G UKLR 21.2.6R applies even if the listing of the securities is suspended. Cancellation of listing of equity shares in the equity shares (commercial companies) category and the closed-ended investment funds category 21.2.8 R Subject to UKLR 21.2.9R, UKLR 21.2.11R, UKLR 21.2.14R and UKLR 21.2.19R, an issuer with a listing of equity shares in the equity shares (commercial companies) category or the closed-ended investment funds category that wishes the FCA to cancel the listing of any of its equity shares with a listing in either of those categories must: (1) send a circular to the holders of the relevant shares. The circular must: (a) comply with the requirements of UKLR 10.3.1R and UKLR 10.3.3R (Contents of all circulars); (b) be submitted to the FCA for approval prior to publication; and (c) include the anticipated date of cancellation (which must be not less than 20 business days following the passing of the resolution referred to in paragraph (2)); (2) obtain, at a general meeting, the prior approval of a resolution for the cancellation from: (a) a majority of not less than 75% of the votes attaching to the shares voted on the resolution; and Page 261 of 351

FCA 2024/23 (b) where an issuer has a controlling shareholder, a majority of the votes attaching to the shares of independent shareholders voted on the resolution; (3) notify a RIS, at the same time as the circular is despatched to the relevant holders of the shares, of the intended cancellation and of the notice period and meeting; and (4) notify a RIS of the passing of the resolution in accordance with UKLR 6.4.13R (including as applied by UKLR 11.4.1R). 21.2.9 R UKLR 21.2.8R(2) will not apply where an issuer of securities notifies a RIS: (1) that the financial position of the issuer or its group is so precarious that, but for the proposal referred to in paragraph (2), there is no reasonable prospect that the issuer will avoid going into formal insolvency proceedings; (2) that there is a proposal for a transaction, arrangement or other form of reconstruction of the issuer or its group which is necessary to ensure the survival of the issuer or its group and the continued listing would jeopardise the successful completion of the proposal; (3) explaining; (a) why the cancellation is in the best interests of those to whom the issuer or its directors have responsibilities (including the bodies of securities holders and creditors, taken as a whole); and (b) why the approval of shareholders will not be sought prior to the cancellation of listing; and (4) giving at least 20 business days’ notice of the intended cancellation. 21.2.10 R Where a closed-ended investment fund no longer has a listing of equity shares in the closed-ended investment funds category, it must apply under UKLR 21.2.17R for cancellation of the listing of any other class of equity shares listed in the non-equity shares and non-voting equity shares category or the equity shares (transition) category. Cancellation in relation to takeover offers: offeror interested in 50% or less of voting rights 21.2.11 R UKLR 21.2.8R does not apply to the cancellation of listing of equity shares in the equity shares (commercial companies) category or the closed-ended investment funds category in the case of a takeover offer if: Page 262 of 351

FCA 2024/23 (1) the offeror or any controlling shareholder who is an offeror is interested in 50% or less of the voting rights of an issuer before announcing its firm intention to make its takeover offer; (2) the offeror has, by virtue of its shareholdings and acceptances of its takeover offer, acquired or agreed to acquire issued share capital carrying 75% of the voting rights of the issuer; and (3) the offeror has stated, in the offer document or any subsequent circular sent to the holders of the shares, that a notice period of not less than 20 business days prior to cancellation will commence either on the offeror obtaining the required 75% as described in paragraph (2) or on the first date of issue of compulsory acquisition notices under section 979 of the Companies Act 2006 (Right of offeror to buy out minority shareholder). 21.2.12 R For the purposes of UKLR 21.2.11R(3), the offer document or circular must make clear that the notice period begins only when the offeror has announced that it has acquired or agreed to acquire shares representing 75% of the voting rights. 21.2.13 R Where UKLR 21.2.11R applies, the issuer must notify shareholders: (1) by stating: (a) that the offeror has reached the threshold described in UKLR 21.2.11R(2); (b) that the notice period has therefore commenced; and (c) the anticipated date of cancellation; or (2) by stating in the explanatory letter or other material accompanying the section 979 notice: (a) that the notice period has commenced; and (b) the anticipated date of cancellation. Cancellation in relation to takeover offers: offeror interested in more than 50% of voting rights 21.2.14 R UKLR 21.2.8R does not apply to the cancellation of listing of equity shares in the equity shares (commercial companies) category or the closed-ended investment funds category in the case of a takeover offer if: (1) the offeror or any controlling shareholder who is an offeror is interested in more than 50% of the voting rights of an issuer before announcing its firm intention to make its takeover offer; Page 263 of 351

FCA 2024/23 (2) the offeror has, by virtue of its shareholdings and acceptances of its takeover offer, acquired or agreed to acquire issued share capital carrying 75% of the voting rights of the issuer; (3) the offeror has obtained acceptances of its takeover offer or acquired or agreed to acquire shares from independent shareholders that represent a majority of the voting rights held by the independent shareholders on the date its firm intention to make its takeover offer was announced; and (4) the offeror has stated, in the offer document or any subsequent circular sent to the holders of the shares, that a notice period of not less than 20 business days prior to cancellation will commence either on the offeror obtaining the relevant shareholding and acceptances as described in paragraphs (2) and (3) or on the first date of issue of compulsory acquisition notices under section 979 of the Companies Act 2006. 21.2.15 R For the purposes of UKLR 21.2.14R(4), the offer document or circular must make clear that the notice period begins only when the offeror has announced that it has acquired or agreed to acquire shares representing 75% of the voting rights and, if relevant, has obtained acceptances of its takeover offer or acquired or agreed to acquire shares from independent shareholders that represent a majority of the voting rights held by the independent shareholders. 21.2.16 R Where UKLR 21.2.14R applies, the issuer must notify shareholders: (1) by stating: (a) that the relevant thresholds described in UKLR 21.2.14R(2) and (3) have been reached; (b) that the notice period has therefore commenced; and (c) the anticipated date of cancellation; or (2) by stating in the explanatory letter or other material accompanying the section 979 notice: (a) that the notice period has commenced; and (b) the anticipated date of cancellation. Requirements for cancellation of other securities 21.2.17 R An issuer that wishes the FCA to cancel the listing of securities listed in a category other than one of those specified in UKLR 21.2.8R must notify a RIS, giving at least 20 business days’ notice of the intended cancellation, but is not required to obtain the approval of the holders of those securities contemplated in UKLR 21.2.8R(2). Page 264 of 351

FCA 2024/23 21.2.18 R Issuers with debt securities falling under UKLR 21.2.17R must also notify, in accordance with the terms and conditions of the issue of those securities, holders of those securities or a representative of the holders, such as a trustee, of the intended cancellation of those securities, but the prior approval of the holders of those securities in a general meeting need not be obtained. Cancellation as a result of schemes of arrangement etc 21.2.19 R UKLR 21.2.8R and UKLR 21.2.17R do not apply to the cancellation of equity shares and certificates representing shares as a result of: (1) a takeover or restructuring of the issuer effected by a scheme of arrangement under Part 26 or Part 26A of the Companies Act 2006; (2) an administration or liquidation of the issuer pursuant to a court order under the Insolvency Act 1986, Building Societies Act 1986, Water Industry Act 1991, Banking Act 2009, Energy Act 2011 or the Investment Bank Special Administration Regulations 2011; (3) the appointment of an administrator under paragraphs 14 (appointment of administrator by holder of floating charge) or 22 (appointment of administrator by company or directors) of Schedule B1 to the Insolvency Act 1986; (4) a resolution for winding up being passed under section 84 of the Insolvency Act 1986; (5) the appointment of a provisional liquidator by the court under section 135 of the Insolvency Act 1986; (6) a company voluntary arrangement pursuant to Part 1 of the Insolvency Act 1986, subject to the time limits for the challenge of decisions made set out in Part 1 of the Insolvency Act 1986 having expired; or (7) statutory winding up or reconstruction measures in relation to an overseas issuer under equivalent overseas legislation having similar effect to those set out in (1) to (6). 21.2.20 G In determining whether the statutory winding up or reconstruction measures in relation to an overseas issuer under equivalent overseas legislation have a similar effect to those set out in UKLR 21.2.19R(1) to (6), the FCA will in particular have regard to whether those procedures require a court order, the approval of 75% of the shareholders entitled to vote on the resolution, or a formal declaration of the overseas issuer’s insolvency or inability to pay its debts. 21.3 Requests to cancel or suspend Page 265 of 351

FCA 2024/23 Information to be included in request to suspend or cancel 21.3.1 R A request by an issuer for the listing of its securities to be suspended or cancelled must be in writing and must include: (1) the issuer’s name; (2) details of the securities to which it relates and the RIEs on which they are traded; (3) a clear explanation of the background and reasons for the request; (4) the date on which the issuer requests the suspension or cancellation to take effect; (5) for a suspension, the time the issuer wants the suspension to take effect; (6) if relevant, a copy of any circular or announcement or other document upon which the issuer is relying; (7) if relevant, evidence of any resolution required under UKLR 21.2.8R; (8) if being made by an agent on behalf of the issuer, confirmation that the agent has the issuer’s authority to make it; (9) the name and contact details of the person at the issuer (or, if appropriate, an agent) with whom the FCA should liaise in relation to the request; (10) if the issuer is making a conditional request, a clear statement of the applicable conditions; (11) a copy of any announcement the issuer proposes to notify to a RIS that it is relying on in making its request to suspend or cancel; and (12) a copy of any announcement the issuer proposes to notify to a RIS announcing the suspension or cancellation. 21.3.2 R The issuer must also include, with a request to cancel the listing of its securities, the following: (1) if the cancellation is to take effect after the completion of the compulsory acquisition procedures under Chapter 3 of Part 28 of the Companies Act 2006, a copy of the notice sent to dissenting shareholders of the offeree, together with written confirmation that no objections have been made to the court within the prescribed period; (2) for a cancellation referred to in UKLR 21.2.11R or UKLR 21.2.14R an extract from, or a copy of, the offer document or Page 266 of 351

FCA 2024/23 relevant circular, clearly showing the intention to cancel the offeree’s listing, and a copy of the announcement stating the date on which the cancellation was expected to take effect; and (3) if a cancellation is to take place after a scheme of arrangement becomes effective under section 899 of the Companies Act 2006 and a new company is to be listed as a result of that scheme, either: (a) a copy of the certificate from the Registrar of Companies that the scheme has become effective; or (b) documents which demonstrate adequately that the scheme will become effective on a specified date in the future. 21.3.3 G Announcements referred to in UKLR 21.3.1R(12) should be issued after the dealing notice issued on a RIS announcing the suspension or cancellation. Timing of suspension requests 21.3.4 G A written request by an issuer to have the listing of its securities suspended should be made as soon as practicable. Suspension requests received for the opening of the market should allow sufficient time for the FCA to deal with the request before trading starts. Timing of cancellation requests 21.3.5 R A written request by an issuer to have the listing of its securities cancelled must be made not less than 24 hours before the cancellation is expected to take effect. 21.3.6 G Cancellations will only be specified to take effect when the market opens on a specified day. An issuer should therefore ensure that all accompanying information has been provided to the FCA well before the date on which the issuer wishes the cancellation to take effect and at the very latest by 3pm on the business day before it is to take effect. If the information is received after 3pm on the business day before the issuer wishes the cancellation to take effect, it will normally be specified to take effect at the start of the business day following the next business day. Withdrawing request 21.3.7 G (1) If an issuer requests the FCA to suspend or cancel the listing of its securities, it may withdraw its request at any time before the suspension or cancellation takes effect. The withdrawal request should initially be made by telephone and should then be confirmed in writing as soon as possible, with an explanation of the reasons for the withdrawal. Page 267 of 351

FCA 2024/23 (2) Even if an issuer withdraws its request, the FCA may still suspend or cancel the listing of the securities if it considers it is necessary to do so. (3) If an issuer has published either a statement or a circular that states that the issuer is seeking, or intends to seek, a suspension or cancellation and the issuer no longer intends to do so, it should, as soon as possible, notify a RIS with a statement to that effect. Notice of cancellation or suspension 21.3.8 G If an issuer requests the FCA to suspend or cancel the listing of its securities under UKLR 21.3.1R and the FCA agrees to do so, the notification given by the FCA to the issuer will include the following information: (1) the date on which the suspension or cancellation took effect or will take effect; (2) details of the suspension or cancellation; and (3) in relation to requests for suspension, details of the issuer’s right to apply for the suspension of its listed securities to be cancelled. 21.4 Restoring listing Revoking a cancellation of listing 21.4.1 G If an issuer has the listing of its securities cancelled, it may only have them readmitted to the official list by re-applying for their listing. Restoring a listing that is suspended 21.4.2 R The FCA may restore the listing of any securities that have been suspended if it considers that the smooth operation of the market is no longer jeopardised or if the suspension is no longer required to protect investors. The FCA may restore the listing even though the issuer does not request it. Requests to restore 21.4.3 G (1) An issuer that has the listing of any of its securities suspended may request the FCA to have them restored. (2) The request should be made sufficiently in advance of the time and date on which the issuer wishes the securities to be restored. (3) Requests received for when the market opens should allow sufficient time for the FCA to deal with the request. (4) The request may be an oral request. The FCA may require: Page 268 of 351

FCA 2024/23 (a) documentary evidence that the events that led to the suspension are no longer current (for example, financial reports have been published or an appropriate announcement has been made); and (b) written confirmation from the board that the issuer is otherwise in compliance with its obligations under the listing rules, the disclosure requirements, the transparency rules and the corporate governance rules, to process the request. (5) The FCA will issue a dealing notice on a RIS announcing the restoration. Refusal of request to restore 21.4.4 R The FCA will refuse a request to restore the listing of securities if it is not satisfied of the matters set out in UKLR 21.4.2R. Withdrawal of a request to restore securities 21.4.5 G (1) If an issuer has requested the FCA to restore the listing of any securities, it may withdraw its request at any time while the securities are still suspended. The withdrawal request should initially be made by telephone and should then be confirmed in writing as soon as possible. (2) Even if a request to restore has been withdrawn, the FCA may restore the listing of securities if it believes the circumstances justify it. Restoring listing of securitised derivatives 21.4.6 G (1) If an underlying instrument is restored, the securitised derivative’s listing will normally be restored. (2) For a securitised derivative relating to a basket of underlying instruments that has been suspended, the securitised derivative’s listing may be restored by the FCA, irrespective of whether the underlying instrument has been restored, if: (a) the issuer of the securitised derivative confirms to the FCA that, despite the relevant underlying instrument(s)’ suspension, a market in the securitised derivative will continue to be made; and (b) the FCA is satisfied that restoring the securitised derivative is not inconsistent with either the protection of investors or the smooth operation of the market. Page 269 of 351

FCA 2024/23 21.4.7 G For a miscellaneous security that carries a right to buy or subscribe for another security, the miscellaneous security’s listing will be restored if the security over which the miscellaneous security carries a right to buy or subscribe is restored. Restoring listing of a shell company 21.4.8 R Where the listing of a shell company’s equity shares has been suspended in accordance with UKLR 13.4, a shell company must contact the FCA as soon as possible in the event that the initial transaction is no longer in contemplation or will not be proceeding to completion. 21.5 Transfer between listing categories Application 21.5.1 R This section applies to an issuer that wishes to transfer the category of its listing from: (1) the equity shares (international commercial companies secondary listing) category to the equity shares (commercial companies) category; (2) the equity shares (transition) category to the equity shares (commercial companies) category; (3) the equity shares (international commercial companies secondary listing) category to the closed-ended investment funds category; (4) the equity shares (transition) category to the closed-ended investment funds category; (5) the equity shares (international commercial companies secondary listing) category to the open-ended investment companies category; (6) the equity shares (transition) category to the open-ended investment companies category; (7) the open-ended investment companies category to the equity shares (international commercial companies secondary listing) category; (8) the open-ended investment companies category to the equity shares (commercial companies) category; (9) the equity shares (commercial companies) category to the equity shares (international commercial companies secondary listing) category; Page 270 of 351

FCA 2024/23 (10) the equity shares (commercial companies) category to the equity shares (shell companies) category; (11) the equity shares (commercial companies) category to the closed￾ended investment funds category; (12) the equity shares (commercial companies) category to the open￾ended investment companies category; (13) the closed-ended investment funds category to the equity shares (commercial companies) category; (14) the closed-ended investment funds category to the equity shares (international commercial companies secondary listing) category; (15) the equity shares (transition) category to the equity shares (international commercial companies secondary listing) category; (16) the equity shares (transition) category to the equity shares (shell companies) category; or (17) the equity shares (international commercial companies secondary listing) category to the equity shares (shell companies) category. 21.5.2 G An issuer will only be able to transfer a listing of its equity shares from the closed-ended investment funds category to the equity shares (international commercial companies secondary listing) or the equity shares (commercial companies) category if it has ceased to be a closed￾ended investment fund (for example, if it has become a commercial company). This is because UKLR 5.1.1R(1) and UKLR 14.1.1R(1) provide that UKLR 5 and UKLR 14 do not apply to an applicant for admission of the equity shares of a closed-ended investment fund. 21.5.3 G An issuer will only be able to transfer a listing of its securities from the open-ended investment companies category to the equity shares (international commercial companies secondary listing) or the equity shares (commercial companies) category if it has ceased to be an open￾ended investment company (for example, if it has become a commercial company). This is because UKLR 5.1.1R(2) and UKLR 14.1.1R(2) provide that UKLR 5 and UKLR 14 do not apply to an applicant for the admission of equity shares of an open-ended investment company. 21.5.4 G An applicant which is applying to transfer its category of listing to the equity shares (shell companies) category from the equity shares (commercial companies) category, the equity shares (transition) category or the equity shares (international commercial companies secondary listing) category under UKLR 21.5.1R(10), (16) and (17) should consider the guidance in UKLR 13.2.2G to UKLR 13.2.3G. Initial notification to the FCA Page 271 of 351

FCA 2024/23 21.5.5 R (1) If an issuer wishes to transfer the category of its listing, it must notify the FCA of the proposal. (2) The notification must be made as early as possible and in any event not less than 20 business days before it sends the circular required under UKLR 21.5.6R(2)(a) or publishes the announcement required under UKLR 21.5.7R(2). (3) The notification must include: (a) an explanation of why the issuer is seeking the transfer; (b) if a sponsor’s letter is not required under UKLR 24.3.12R, an eligibility letter setting out how the issuer satisfies each listing rule requirement relevant to the category of listing to which it wishes to transfer; (c) a proposed timetable for the transfer; and (d) if an announcement is required to be published under UKLR 21.5.7.R(2), a draft of that announcement. Shareholder approval required in certain cases 21.5.6 R (1) This rule applies to a transfer of the listing of: (a) equity shares out of the closed-ended investment funds category; or (b) equity shares out of the equity shares (commercial companies) category. (2) The issuer must: (a) send a circular to the holders of the equity shares; (b) notify a RIS, at the same time as the circular is despatched to the relevant holders of the equity shares, of the intended transfer and of the notice period and meeting date; and (c) notify a RIS of the passing of the resolution required under (3) below. (3) In the case of: (a) a transfer of the listing of equity shares out of the closed￾ended investment funds category, the issuer must obtain at a general meeting the prior approval of a resolution for the transfer from a majority of not less than 75% of the votes attaching to the shares voted on the resolution; or Page 272 of 351

FCA 2024/23 (b) a transfer of equity shares out of the equity shares (commercial companies) category, the issuer must obtain at a general meeting the prior approval of a resolution for the transfer from: (i) a majority of not less than 75% of the votes attaching to the shares voted on the resolution; and (ii) where an issuer has a controlling shareholder, a majority of the votes attaching to the shares of independent shareholders voted on the resolution. Announcement required in other cases 21.5.7 R (1) This rule applies to any transfer of a listing of equity shares other than a transfer referred to in UKLR 21.5.6R(1). (2) The issuer must publish an announcement on a RIS giving notice of its intention to transfer its listing category. Approval and contents of circular 21.5.8 R The circular referred to in UKLR 21.5.6R must: (1) comply with the requirements of UKLR 10.1, UKLR 10.2 and UKLR 10.3; (2) be approved by the FCA before it is circulated or published; and (3) include the anticipated transfer date (which must be not less than 20 business days after the passing of the resolution under UKLR 21.5.6R). Approval and contents of announcement 21.5.9 R The announcement referred to in UKLR 21.5.7R(2) must: (1) contain the same substantive information as would be required under UKLR 10.1 and UKLR 10.3 if it were a circular but modified as necessary so it is clear that no vote of holders of the relevant securities is required; and (2) include the anticipated transfer date (which must be not less than 20 business days after the date the announcement is published). 21.5.10 R In the case of a transfer of the listing of equity shares into the equity shares (commercial companies) category, where: (1) the issuer is a sovereign controlled commercial company; and (2) the State which is a sovereign controlling shareholder is either: Page 273 of 351

FCA 2024/23 (a) recognised by the government of the UK as a State at the time the announcement is made; or (b) the UK, the announcement referred to in UKLR 21.5.7R(2) must include the information specified in UKLR 6.4.19R. 21.5.11 R The announcement must be approved by the FCA before it is published. Specific information required in circular or announcement 21.5.12 G Information required under UKLR 10.3.1R(1) (Contents of all circulars) to be included in the circular or announcement should include an explanation of: (1) the background and reasons for the proposed transfer; (2) any changes to the issuer’s business that have been made or are proposed to be made in connection with the proposal; (3) the effect of the transfer on the issuer’s obligations under the listing rules; (4) how the issuer will meet any new eligibility requirements that the FCA must be satisfied of under UKLR 21.5.15R(3); and (5) any other matter that the FCA may reasonably require. Applying for the transfer 21.5.13 R If an issuer has initially notified the FCA under UKLR 21.5.5R, it may apply to the FCA to transfer the listing of its securities from one category to another. The application must include: (1) the issuer’s name; (2) details of the securities to which the transfer relates; (3) the date on which the issuer wishes the transfer to take effect; (4) a copy of any circular, announcement or other document on which the issuer is relying; (5) if relevant, evidence of any resolution required under UKLR 21.5.6R; (6) if an agent is making the application on the issuer’s behalf, confirmation that the agent has the issuer’s authority to do so; Page 274 of 351

FCA 2024/23 (7) the name and contact details of the person at the issuer (or, if appropriate, an agent) with whom the FCA should liaise in relation to the application; and (8) a copy of any announcement the issuer proposes to notify to a RIS, informing the market that the transfer has taken place. Issuer must comply with eligibility requirements 21.5.14 R (1) An issuer applying for a transfer of its securities must comply with all eligibility requirements that would apply if the issuer was seeking admission to listing of the securities to the category of listing to which it wishes to transfer. (2) For the purposes of applying the eligibility requirements referred to in (1) to a transfer, unless the context otherwise requires, a reference in such a requirement: (a) to the admission of securities is to be taken to be a reference to the transfer of the securities; and (b) to a prospectus or listing particulars is to be taken to be a reference to the circular or announcement. Approval of transfer 21.5.15 R If an issuer applies for a transfer under UKLR 21.5.13R, the FCA may approve the transfer if it is satisfied that: (1) the issuer has complied with UKLR 21.5.6R or UKLR 21.5.7R (whichever is relevant); (2) the 20-business day period referred to in UKLR 21.5.8R or UKLR 21.5.9R (whichever is relevant) has elapsed; and (3) the issuer and the securities will comply with all eligibility requirements that would apply if the issuer was seeking admission to listing of the securities to the category of listing to which it wishes to transfer. 21.5.16 G The FCA will not generally reassess compliance with eligibility requirements if the issuer has previously been assessed by the FCA as meeting those requirements under its existing listing category when its securities were listed. When transfer takes effect 21.5.17 R (1) If the FCA approves a transfer of a listing, it must announce its decision on a RIS. Page 275 of 351

FCA 2024/23 (2) The transfer becomes effective when the FCA’s decision to approve is announced on the RIS. (3) The issuer must continue to comply with the requirements of its existing category of listing until the decision is announced on the RIS. (4) After the decision is announced, the issuer must comply with the requirements of the category of listing to which it has transferred. Obligations under the Act and Prospectus Rules 21.5.18 G An issuer may take steps, in connection with a transfer, which require it to consider whether a prospectus is necessary – for example, if the company or its capital is reconstituted in a way that could amount to an offer of transferable securities to the public. The issuer and its advisers should consider whether obligations under the Act and the prospectus rules may be triggered. Transfer as an alternative to cancellation 21.5.19 G There may be situations in which an issuer’s business has changed over a period of time so that it no longer meets the requirements of the applicable listing category against which it was initially assessed for listing. In those situations, the FCA may consider cancelling the listing of the equity shares or suggest to the issuer that, as an alternative, it applies for a transfer of its listing category. For example, for an issuer with equity shares listed in the equity shares (commercial company) category that becomes a shell company, the FCA may consider cancelling the listing of the equity shares or suggest to the issuer that, as an alternative, it applies for a transfer of its listing category to the equity shares (shell companies) category. 21.6 Miscellaneous Decision-making procedures for suspension, cancellation etc 21.6.1 G The decision-making procedures that the FCA will follow when it cancels, suspends or refuses a request by an issuer to suspend, cancel or restore listing are set out in DEPP. Suspension, cancellation or restoration by overseas exchange or authority 21.6.2 R An issuer must inform the FCA if its listing has been suspended, cancelled or restored by an overseas exchange or overseas authority. 21.6.3 G (1) The FCA will not automatically suspend, cancel or restore the listing of securities at the request of an overseas exchange or overseas authority (for example, if listing of a listed issuer’s securities are suspended, cancelled or restored on its home exchange). Page 276 of 351

FCA 2024/23 (2) The FCA will not normally suspend the listing of securities where there is a trading halt for the security on its home exchange. (3) If a listed issuer requests a suspension, cancellation or restoration of the listing of its securities after a suspension, cancellation or restoration on its home exchange, the issuer should send to the FCA written confirmation: (a) that the suspension, cancellation or restoration of listing on its home exchange has become effective; or (b) if it has not yet become effective, of the time and date it is proposed to become effective. (4) If an overseas exchange or overseas authority requests the FCA to suspend, cancel or restore the listing of securities, the FCA will, wherever practical, contact the issuer or its sponsor before it suspends, cancels or restores the listing. Therefore, issuers are encouraged to contact the FCA at the same time as they contact their home exchange. (5) If the FCA is unable to contact the issuer or sponsor, it will suspend, cancel or restore the listing of the securities when it is satisfied that the listing of the relevant securities has been, or will be, suspended, cancelled or restored on their home exchange. 21.6.4 G Where the issuer has a listing of equity shares in the equity shares (international commercial companies secondary listing) category, the issuer should note UKLR 14.2.6R, UKLR 14.3.1R and UKLR 14.3.4R. 22 Equity shares (transition): continuing obligations 22.1 Application 22.1.1 R (1) This chapter applies to a listed company which: (a) prior to 29 July 2024, had a listing of equity shares in what was previously known as the ‘standard listing (shares)’ category under the Listing Rules sourcebook as it applied immediately prior to 29 July 2024; or (b) satisfies the following: (i) falls within the definition of an “in-flight applicant” in UKLR TP 1.1R; (ii) prior to 29 July 2024, had applied for a listing in what was previously known as the ‘standard listing (shares)’ category under the Listing Rules Page 277 of 351

FCA 2024/23 sourcebook as it applied immediately prior to 29 July 2024; and (iii) has been admitted to listing prior to 29 July 2025, other than a listing of equity shares that would be eligible for admission to the listing categories in (2). (2) For the purposes of (1), the listing categories are: (a) the equity shares (international commercial companies secondary listing) category; (b) the equity shares (shell companies) category; or (c) the non-equity shares and non-voting equity shares category. 22.1.2 R A company’s equity shares will not be eligible for admission to the equity shares (transition) category where those equity shares are eligible for admission to any of the listing categories set out in UKLR 22.1.1R(2)(a) to (c). 22.1.3 R A company with a listing of equity shares in the equity shares (transition) category will not be eligible for re-admission to the equity shares (transition) category on completion of a reverse takeover. 22.1.4 G A company will not be required to appoint a sponsor under this listing category unless the company is applying to transfer to a listing category which requires the appointment of a sponsor. 22.2 Continuing obligations Admission to trading 22.2.1 R Other than in regard to securities to which UKLR 23 applies, the listed equity shares of a company must be admitted to trading on a regulated market for listed securities. Shares in public hands 22.2.2 R (1) For a class of equity shares admitted to listing, a sufficient number of equity shares of that class must continue to be distributed to the public. (2) For the purposes of paragraph (1): (a) a sufficient number of shares will be taken to have been distributed to the public when 10% of the shares for which Page 278 of 351

FCA 2024/23 application for admission has been made are in public hands; and (b) treasury shares are not to be taken into consideration when calculating the number of shares of the class. (3) For the purposes of paragraphs (1) and (2), shares are not held in public hands if they are: (a) held, directly or indirectly, by: (i) a director of the applicant or of any of its subsidiary undertakings; (ii) a person connected with a director of the applicant or of any of its subsidiary undertakings; (iii) the trustees of any employees’ share scheme or pension fund established for the benefit of any directors and employees of the applicant and its subsidiary undertakings; (iv) any person who, under any agreement, has a right to nominate a person to the board of directors of the applicant; or (v) any person or persons in the same group or persons acting in concert who have an interest in 5% or more of the shares of the relevant class; or (b) subject to a lock-up period of more than 180 days. 22.2.3 G When calculating the number of shares for the purposes of UKLR 22.2.2R (3)(a)(v), holdings of investment managers in the same group will be disregarded where: (1) investment decisions are made independently by the individual in control of the relevant fund; and (2) those decisions are unfettered by the group to which the investment manager belongs. 22.2.4 R A listed company that no longer complies with UKLR 22.2.2R must notify the FCA as soon as possible of its non-compliance. Further issues 22.2.5 R Where shares of the same class as equity shares that are listed are allotted, an application for admission to listing of such shares must be made as soon as possible and in any event within one year of the allotment. Page 279 of 351

FCA 2024/23 Copies of documents 22.2.6 R A listed company must forward to the FCA, for publication, by uploading to the national storage mechanism, a copy of: (1) all circulars, notices, reports or other documents to which the listing rules apply, at the same time as any such documents are issued; and (2) all resolutions passed by the company, other than resolutions concerning ordinary business at an annual general meeting, as soon as possible after the relevant general meeting. 22.2.7 R (1) A listed company must notify a RIS as soon as possible when a document has been forwarded to the FCA under UKLR 22.2.6R unless the full text of the document is provided to the RIS. (2) A notification made under (1) must set out where copies of the relevant document can be obtained. First point of contact details 22.2.8 R A listed company must ensure that the FCA is provided with up-to-date contact details of at least one appropriate person nominated by it to act as the first point of contact with the FCA in relation to the company’s compliance with the listing rules, the disclosure requirements and the transparency rules, as applicable. Temporary documents of title (including renounceable documents) 22.2.9 R A listed company must ensure that any temporary document of title (other than one issued in global form) for a share: (1) is serially numbered; (2) states, where applicable: (a) the name and address of the first holder and the names of joint holders (if any); (b) the pro rata entitlement; (c) the last date on which transfers were or will be accepted for registration for participation in the issue; (d) how the shares rank for dividend or interest; (e) the nature of the document of title and the proposed date of issue; Page 280 of 351

FCA 2024/23 (f) how fractions (if any) are to be treated; and (g) for a rights issue, the time, being not less than 10 business days calculated in accordance with UKLR 9.4.6R, in which the offer may be accepted, and how shares not taken up will be dealt with; and (3) if renounceable: (a) states in a heading that the document is of value and negotiable; (b) advises holders of shares who are in any doubt as to what action to take to consult appropriate independent advisers immediately; (c) states that where all of the shares have been sold by the addressee (other than ex rights or ex capitalisation), the document should be passed to the person through whom the sale was effected for transmission to the purchaser; (d) has the form of renunciation and the registration instructions printed on the back of, or attached to, the document; (e) includes provision for splitting (without fee) and for split documents to be certified by an official of the company or authorised agent; (f) provides for the last day for renunciation to be the second business day after the last day for splitting; and (g) if at the same time as an allotment is made of shares issued for cash, shares of the same class are also allotted credited as fully paid to vendors or others, provides for the period for renunciation to be the same as, but no longer than, that provided for in the case of shares issued for cash. Definitive documents of title 22.2.10 R A listed company must ensure that any definitive document of title for a share (other than a bearer security) includes the following matters on its face (or on the reverse in the case of (6)): (1) the authority under which the company is constituted and the country of incorporation and registered number (if any); Page 281 of 351

FCA 2024/23 (2) the number or amount of shares the certificate represents and, if applicable, the number and denomination of units (in the top right￾hand corner); (3) a footnote stating that no transfer of the share or any portion of it represented by the certificate can be registered without production of the certificate; (4) if applicable, the minimum amount and multiples thereof in which the share is transferable; (5) the date of the certificate; (6) for shares with preferential rights, on the face (or, if not practicable, on the reverse), a statement of the conditions thereof as to capital, dividends and (where applicable) conversion. Disclosure requirements and transparency rules 22.2.11 G A listed company whose shares are admitted to trading on a regulated market should consider its obligations under the disclosure requirements and the transparency rules. Disclosure of rights attached to shares 22.2.12 R Unless exempted in UKLR 22.2.15R, a listed company must: (1) forward to the FCA for publication a copy of one or more of the following: (a) the approved prospectus or listing particulars for its listed shares; (b) the relevant agreement or document setting out the terms and conditions on which its listed shares were issued; or (c) a document describing: (i) the rights attached to its listed shares; (ii) limitations on such rights; and (iii) the procedure for the exercise of such rights, produced in accordance with the relevant Annex of the Prospectus Regulation that would have applied had the company been required to produce a prospectus for those listed shares; and Page 282 of 351

FCA 2024/23 (2) if the information in relation to the rights attached to its listed shares set out in the document previously forwarded in accordance with (1) is no longer accurate, forward to the FCA for publication a copy of either of the following: (a) a new document in accordance with (1); or (b) a document describing or setting out the changes which have occurred in relation to the rights attached to the company’s listed shares. 22.2.13 R The documents in UKLR 22.2.12R must be forwarded to the FCA for publication by uploading them to the national storage mechanism. 22.2.14 G The purpose of UKLR 22.2.12R is to require companies to maintain publicly available information in relation to the rights attached to their listed shares so that investors can access such information. 22.2.15 R A listed company is exempt from UKLR 22.2.12R where: (1) it has previously forwarded to the FCA for publication, or otherwise filed with the FCA, a document specified in UKLR 22.2.12R(1); (2) if the information in relation to the rights attached to its listed shares set out in the document previously forwarded or filed in accordance with (1) is no longer accurate, it has forwarded to the FCA for publication, or otherwise filed with the FCA, a copy of either of the following: (a) one of the documents specified in UKLR 22.2.12R(1); or (b) a document describing or setting out the changes which have occurred in relation to the rights attached to the company’s listed shares; and (3) the documents in (1) and (2) have been forwarded to the FCA for publication, or otherwise filed with the FCA, by: (a) forwarding them for publication on a location previously identified on the FCA website where the public can inspect documents referred to in the listing rules as being documents to be made available at the document viewing facility; or (b) uploading them to the national storage mechanism. Registrar Page 283 of 351

FCA 2024/23 22.2.16 R An overseas company must appoint a registrar in the United Kingdom if: (1) there are 200 or more holders resident in the United Kingdom; or (2) 10% of more of the shares are held by persons resident in the United Kingdom. Notifications relating to capital 22.2.17 R A listed company must notify a RIS as soon as possible (unless otherwise indicated in this rule) of the following information relating to its capital: (1) any proposed change in its capital structure, including the structure of its listed debt securities, save that an announcement of a new issue may be delayed while marketing or underwriting is in progress; (2) any redemption of listed shares, including details of the number of shares redeemed and the number of shares of that class outstanding following the redemption; (3) any extension of time granted for the currency of temporary documents of title; and (4) the results of any new issue of listed equity securities or of a public offering of existing shares or other equity securities. 22.2.18 R Where the shares are subject to an underwriting agreement, a listed company may, at its discretion and subject to the disclosure requirements and contents of DTR 2, delay notifying a RIS as required by UKLR 22.2.17(4) for up to 2 business days until the obligation by the underwriter to take or procure others to take shares is finally determined or lapses. In the case of an issue or offer of shares which is not underwritten, notification of the result must be made as soon as it is known. Compliance with the transparency rules and corporate governance rules 22.2.19 G A listed company whose securities are admitted to trading on a regulated market should consider its obligations under DTR 4 (Periodic Financial Reporting), DTR 5 (Vote Holder and Issuer Notification Rules) and DTR 6 (Continuing obligations and access to information). 22.2.20 R A listed company that is not already required to comply with the transparency rules must comply with DTR 4, DTR 5 and DTR 6 as if it were an issuer for the purposes of the transparency rules. Page 284 of 351

FCA 2024/23 22.2.21 R A listed company that is not already required to comply with DTR 7.2 (Corporate governance statements) must comply with DTR 7.2 as if it were an issuer to which that section applies. 22.2.22 R A listed company (other than an open-ended investment company) that is not already required to comply with DTR 7.3 (Related party transactions) must comply with DTR 7.3 as if it were an issuer to which DTR 7.3 applies, subject to the modifications set out in UKLR 22.2.23R. 22.2.23 R For the purposes of UKLR 22.2.22R, DTR 7.3 is modified as follows: (1) DTR 7.3.2R must be read as if the words ‘has the meaning in UK￾adopted IFRS’ are replaced as follows: ‘has the meaning: (1) in UK-adopted IFRS; or (2) where the listed company prepares annual consolidated financial statements in accordance with accounting standards which have been determined to be equivalent to UK-adopted IFRS and which are set out in the TD Equivalence Decision: (a) in UK-adopted IFRS; or (b) in the equivalent accounting standards in accordance with which its annual consolidated financial statements are prepared, at the choice of the listed company.’ (2) DTR 7.3.8R(2) and (3) do not apply. (3) DTR 7.3.9R must be read as follows: (a) as if the words ‘after obtaining board approval’ are replaced by ‘after publishing an announcement in accordance with DTR 7.3.8R(1)’; and (b) the reference to DTR 7.3.8R must be read as a reference to DTR 7.3.8R as modified by UKLR 22.2.23R(2). (4) In DTR 7.3.13R the references to DTR 7.3.8R must be read as references to DTR 7.3.8R as modified by UKLR 22.2.23R(2). Page 285 of 351

FCA 2024/23 Information to be included in annual report and accounts 22.2.24 R In addition to the requirements set out in DTR 4.1, a listed company (other than an investment entity or a shell company) must include a statement in its annual financial report, setting out: (1) whether the listed company has included in its annual financial report climate-related financial disclosures consistent with the TCFD Recommendations and Recommended Disclosures; (2) in cases where the listed company has: (a) made climate-related financial disclosures consistent with the TCFD Recommendations and Recommended Disclosures, but has included some or all of these disclosures in a document other than the annual financial report: (i) the recommendations and/or recommended disclosures for which it has included disclosures in that other document; (ii) a description of that document and where it can be found; and (iii) the reasons for including the relevant disclosures in that document and not in the annual financial report; or (b) not included climate-related financial disclosures consistent with all of the TCFD Recommendations and Recommended Disclosures in either its annual financial report or other document as referred to in (a): (i) the recommendations and/or recommended disclosures for which it has not included such disclosures; (ii) the reasons for not including such disclosures; and (iii) any steps it is taking or plans to take in order to be able to make those disclosures in the future, and the timeframe within which it expects to be able to make those disclosures; and (3) where in its annual financial report or (where appropriate) other document the climate-related financial disclosures referred to in (1) can be found. Page 286 of 351

FCA 2024/23 22.2.25 G For the purposes of UKLR 22.2.24R, in determining whether climate￾related financial disclosures are consistent with the TCFD Recommendations and Recommended Disclosures, a listed company should undertake a detailed assessment of those disclosures which takes into account: (1) Section C of the TCFD Annex entitled ‘Guidance for All Sectors’; (2) (where appropriate) Section D of the TCFD Annex entitled ‘Supplemental Guidance for the Financial Sector’; and (3) (where appropriate) Section E of the TCFD Annex entitled ‘Supplemental Guidance for Non-Financial Groups’. 22.2.26 G For the purposes of UKLR 22.2.24R, in determining whether a listed company’s climate-related financial disclosures are consistent with the TCFD Recommendations and Recommended Disclosures, the FCA considers that the following documents are relevant: (1) the TCFD Final Report and the TCFD Annex, to the extent not already referred to in UKLR 22.2.24R and UKLR 22.2.25G; (2) the TCFD Technical Supplement on the Use of Scenario Analysis; (3) the TCFD Guidance on Risk Management Integration and Disclosure; (4) (where appropriate) the TCFD Guidance on Scenario Analysis for Non-Financial Companies; and (5) the TCFD Guidance on Metrics, Targets and Transition Plans. 22.2.27 G For the purposes of UKLR 22.2.24R, in determining whether climate￾related financial disclosures are consistent with the TCFD Recommendations and Recommended Disclosures, a listed company should consider whether those disclosures provide sufficient detail to enable users to assess the listed company’s exposure to and approach to addressing climate-related issues. A listed company should carry out its own assessment to ascertain the appropriate level of detail to be included in its climate-related financial disclosures, taking into account factors such as: (1) the level of its exposure to climate-related risks and opportunities; and (2) the scope and objectives of its climate-related strategy, Page 287 of 351

FCA 2024/23 noting that these factors may relate to the nature, size and complexity of the listed company’s business. 22.2.28 G (1) For the purposes of UKLR 22.2.24R, the FCA would ordinarily expect a listed company to be able to make climate-related financial disclosures consistent with the TCFD Recommendations and Recommended Disclosures, except where it faces transitional challenges in obtaining relevant data or embedding relevant modelling or analytical capabilities. (2) In particular, the FCA would expect that a listed company should ordinarily be able to make disclosures consistent with: (a) the recommendation and recommended disclosures on governance in the TCFD Recommendations and Recommended Disclosures; (b) the recommendation and recommended disclosures on risk management in the TCFD Recommendations and Recommended Disclosures; and (c) recommended disclosures (a) and (b) set out under the recommendation on strategy in the TCFD Recommendations and Recommended Disclosures, to the extent that the listed company does not face the transitional challenges referred to in (1) in relation to such disclosures. 22.2.29 G Where making disclosures on transition plans as part of its disclosures on strategy under the TCFD Recommendations and Recommended Disclosures, a listed company that is headquartered in, or operates in, a country that has made a commitment to a net zero economy, such as the UK’s commitment in the Climate Change Act 2008 (2050 Target Amendment) Order 2019, is encouraged to assess the extent to which it has considered that commitment in developing and disclosing its transition plan. Where it has not considered this commitment in developing and disclosing its transition plan, the FCA encourages a listed company to explain why it has not done so. 22.2.30 R In addition to the requirements set out in DTR 4.1, a listed company (other than an open-ended investment company or shell company) must include in its annual financial report: (1) a statement setting out: (a) whether the listed company has met the following targets on board diversity as at a chosen reference date within its accounting period: Page 288 of 351

FCA 2024/23 (i) at least 40% of the individuals on its board of directors are women; (ii) at least one of the following senior positions on its board of directors is held by a woman; (A) the chair; (B) the chief executive; (C) the senior independent director; or (D) the chief financial officer; and (iii) at least one individual on its board of directors is from a minority ethnic background; (b) in cases where the listed company has not met all of the targets in (a): (i) the targets it has not met; and (ii) the reasons for not meeting those targets; (c) the reference date used for the purposes of (a) and, where this is different from the reference date used for the purposes of reporting this information in respect of the previous accounting period, an explanation as to why; and (d) any changes to the board that have occurred between the reference date used for the purposes of (a) and the date on which the annual financial report is approved that have affected the listed company’s ability to meet one or more of the targets in (a); (2) subject to UKLR 22.2.31R, numerical data on the ethnic background and the gender identity or sex of the individuals on the listed company’s board and in its executive management as at the reference date used for the purposes of (1)(a), which should be set out in the format of the tables contained in UKLR 22 Annex 1 and contain the information prescribed by those tables; and (3) an explanation of the listed company’s approach to collecting the data used for the purposes of making the disclosures in (1) and (2). 22.2.31 R In relation to UKLR 22.2.30R(2), where individuals on a listed company’s board or in its executive management are situated overseas, and data protection laws in that jurisdiction prevent the collection or publication of some or all of the personal data required to be disclosed under that Page 289 of 351

FCA 2024/23 provision, a listed company may instead explain the extent to which it is unable to make the relevant disclosures. 22.2.32 G Given the range of possible approaches to data collection for reporting on gender identity or sex for the purposes of UKLR 22.2.30R(2), a listed company may add to the categories included in the first column of the table in UKLR 22 Annex 1.1R(1) in order to reflect the basis on which it has collected data. 22.2.33 G In relation to UKLR 22.2.30R(3), the FCA expects a listed company’s approach to data collection to be: (1) consistent for the purposes of reporting under both UKLR 22.2.30R(1) and (2); and (2) consistent across all individuals in relation to whom data is being reported. The FCA expects the explanation of a listed company’s approach to data collection to include the method of collection and/or source of the data, and, where data collection is done on the basis of self-reporting by the individuals concerned, a description of the questions asked. 22.2.34 G In addition to the information required under UKLR 22.2.30R(1) to (3) (and without prejudice to the requirements of DTR 7.2.8AR), a listed company may, if it wishes to do so, include the following in its annual financial report: (1) a brief summary of any key policies, procedures and processes, and any wider context, that it considers contribute to improving the diversity of its board and executive management; (2) any mitigating factors or circumstances which make achieving diversity on its board more challenging (for example, the size of the board or the country in which its main operations are located); and (3) any risks it foresees in being able to meet or continue to meet the board diversity targets in UKLR 22.2.30R(1)(a) in the next accounting period, or any plans to improve the diversity of its board. 22.2.35 R When making a statement required by UKLR 22.2.30R(1) in its annual financial report, a closed-ended investment fund need not set out the following matters if they are inapplicable to the closed-ended investment fund and its statement sets out the reasons why those matters are inapplicable: Page 290 of 351

FCA 2024/23 (1) whether the closed-ended investment fund has met the board diversity target in UKLR 22.2.30R(1)(a)(ii); and (2) matters set out in UKLR 22.2.30R(1)(b) to the extent that they relate to the board diversity target in UKLR 22.2.30R(1)(a)(ii). 22.2.36 R When including numerical data required by UKLR 22.2.30R(2) in its annual financial report, a closed-ended investment fund need not include the fields in the first row of each of the tables in UKLR 22 Annex 1, and the corresponding data for those fields, that are inapplicable to the closed￾ended investment fund, if it sets out in a statement accompanying the numerical data the reasons why those fields are inapplicable. 22.3 Reverse takeovers Cancellation of listing 22.3.1 G If a listed company is proposing to enter into a transaction classified as a reverse takeover, it should consider UKLR 21.2.2G and UKLR 21.2.5G. 22.3.2 G Where a listed company completes a reverse takeover, the FCA will seek to cancel the listing of an issuer’s equity shares unless the FCA is satisfied that circumstances exist such that cancellation is not required. The FCA will have regard to UKLR 21.2.1R and the individual circumstances of the case. 22.3.3 R Where the listed company’s listing is cancelled following completion of a reverse takeover, the issuer must re-apply for the listing of the shares in a different listing category. 22.3.4 G UKLR 22.3.6G sets out circumstances in which the FCA will generally be satisfied that a cancellation is not required. Acquisitions of targets (issuer to change its listing category from the equity shares (transition) category if issuer wishes to remain listed) 22.3.5 R Where a listed company completes a reverse takeover (regardless of whether those acquired shares are also listed in the equity shares (transition) category): (1) Unless the FCA is satisfied that the circumstances exist such that cancellation is not required, the FCA will seek to cancel the listing of the listed company’s equity shares; and (2) the listed company would be required to re-apply for admission to a different listing category. 22.3.6 G The FCA will generally be satisfied that a cancellation is not required on completion of a reverse takeover if: Page 291 of 351

FCA 2024/23 (1) the target is listed with a different listing category from that of the listed company; (2) the listed company wishes to transfer its listing to a different listing category in conjunction with the acquisition; and (3) the listed company as enlarged by the relevant acquisition complies with the relevant requirements of UKLR 21.5 to transfer to a different listing category. 22.3.7 G A listed company proposing to transfer its listing to the equity shares (commercial companies) category, the closed-ended investment funds category or the equity shares (shell companies) category should consider its obligation to appoint a sponsor under UKLR 4.2.2R. 22.3.8 R A listed company or, where a sponsor has been appointed in accordance with UKLR 4.2.2R, a sponsor on behalf of a listed company, must contact the FCA as early as possible: (1) before a reverse takeover which has been agreed or is in contemplation is announced; or (2) where details of the reverse takeover have leaked, to discuss whether a cancellation of listing is appropriate on completion of the reverse takeover. 22 Annex 1 Data on the diversity of the individuals on a listed company’s board and in its executive management R The following tables set out the information a listed company must include in its annual financial report under UKLR 22.2.30R(2), and the format in which it must be set out. (1) Table for reporting on gender identity or sex Number of board members Percentage of the board Number of senior positions on the board (CEO, CFO, SID and Chair) Number in executive management Percentage of executive management Men Women Page 292 of 351

FCA 2024/23 [Other categories] Not specified/ prefer not to say [Note: The placeholder for ‘Other categories’ is optional and should be used to indicate additional categories which a listed company may wish to include in accordance with UKLR 22.2.32G.] (2) Table for reporting on ethnic background Number of Percentage Number Number in Percentage board of the board of senior executive of executive members positions on the board (CEO, CFO, SID and Chair) management management White British or other White (including minority￾white groups) Mixed/ multiple ethnic groups Asian/Asian British Black/ African/ Caribbean/ Black British Page 293 of 351

FCA 2024/23 Other ethnic group Not specified/ prefer not to say 23 Listing particulars for professional securities market and certain other securities: all securities 23.1 Application and purpose Application 23.1.1 R This chapter applies to an issuer that has applied for the admission of: (1) securities specified in article 1(2) of the Prospectus Regulation (other than securities specified in article 1(2)(a), (b) or (d) of that regulation); or (2) any other specialist securities for which a prospectus is not required under the Act or the Prospectus Regulation. Purpose 23.1.2 G The purpose of this chapter is to require listing particulars to be prepared and published for securities that are the subject of an application for listing in the circumstances set out in UKLR 23.1.1R where a prospectus is not required under the Prospectus Regulation. Listing particulars to be approved and published 23.1.3 R An issuer must ensure that listing particulars for securities referred to in UKLR 23.1.1R are approved by the FCA and published in accordance with UKLR 23.3.5R. [Note: Under UKLR 3.2.11R, the securities will only be listed if listing particulars for the securities have been approved by the FCA and published.] 23.2 Contents and format of listing particulars General contents of listing particulars 23.2.1 G Section 80(1) of the Act (General duty of disclosure in listing particulars) requires listing particulars submitted to the FCA to contain all such information as investors and their professional advisers would reasonably Page 294 of 351

FCA 2024/23 require, and reasonably expect to find there, for the purpose of making an informed assessment of: (1) the assets and liabilities, financial position, profits and losses, and prospects of the issuer of the securities; and (2) the rights attaching to the securities. Summary 23.2.2 R (1) The listing particulars must contain a summary that complies with the requirements in article 7 of the Prospectus Regulation, PRR 4.1.2R and Chapter I of the Prospectus RTS Regulation (as if those requirements applied to the listing particulars). (2) Paragraph (1) does not apply: (a) in relation to specialist securities referred to in UKLR 23.1.1R(2); or (b) if, in accordance with article 7(1) of the Prospectus Regulation, no summary would be required in relation to the securities. Format of listing particulars 23.2.3 R The listing particulars must be in a format that complies with the relevant requirements in the Prospectus Regulation and the PR Regulation (as if those requirements applied to the listing particulars). Minimum information to be included 23.2.4 R The following minimum information from the PR Regulation must be included in listing particulars: (1) for an issue of bonds, including bonds convertible into the issuer’s shares or exchangeable into a third-party issuer’s shares or derivative securities, irrespective of the denomination of the issue, the minimum information required by Annexes 7 and 15 of the PR Regulation; (2) the additional information required by Annexes 17 and 18 of the PR Regulation, where relevant; (3) for an issue of asset backed securities, irrespective of the denomination per unit of the issue, the minimum information required by Annexes 9, 15 and 19 of the PR Regulation; (4) for an issue of certificates representing shares, irrespective of the denomination per unit of the issue, the minimum information Page 295 of 351

FCA 2024/23 required by Annexes 5 and 13 (for a primary issuance) of the PR Regulation; (5) for an issue of securities by the government of a third country or a local or regional authority of a third country, the minimum information required by Annexes 10 and 15 of the PR Regulation; and (6) for all issues that are guaranteed, the minimum information required by Annex 21 of the PR Regulation. 23.2.5 G For all other issues, the FCA would expect issuers to follow the most appropriate Annexes in the PR Regulation to determine the minimum information to be included in listing particulars. Incorporation by reference 23.2.6 R An issuer may incorporate information by reference in the listing particulars as if article 19 of the Prospectus Regulation and the PR Regulation applied to the listing particulars. Equivalent information 23.2.7 R An issuer may include equivalent information in listing particulars as if article 18(2) of the Prospectus Regulation applied to the listing particulars. English language 23.2.8 R Listing particulars must be in English. Omission of information 23.2.9 G Under section 82 of the Act (Exemptions from disclosure) the FCA may authorise the omission from listing particulars of information on specified grounds. 23.2.10 R A request to the FCA to authorise the omission of specific information in a particular case must: (1) be in writing from the issuer; (2) identify the specific information concerned and the specific reasons for the omission; and (3) state why in the issuer’s opinion one or more of the grounds in section 82 of the Act applies. Page 296 of 351

FCA 2024/23 23.2.11 R For the purposes of section 82(1)(c) of the Act, specialist securities are specified. Responsibility for listing particulars 23.2.12 G Part 3 of the Financial Services and Markets Act 2000 (Official Listing of Securities) Regulations 2001 (SI 2001/2956) sets out the persons responsible for listing particulars. In particular, in those regulations: (1) regulation 6 specifies who is generally responsible for listing particulars; and (2) regulation 9 modifies the operation of regulation 6 in relation to specialist securities. 23.2.13 R (1) In the case of listing particulars for specialist securities: (a) the issuer must state in the listing particulars that it accepts responsibility for the listing particulars; (b) the directors may state in the listing particulars that they accept responsibility for the listing particulars; and (c) other persons may state in the listing particulars that they accept responsibility for all or part of the listing particulars and, in that case, the statement by the issuer or directors may be appropriately modified. (2) An issuer that is a government or a local or regional authority is not required under paragraph (1)(a) to state that it accepts responsibility for the listing particulars. 23.3 Approval and publication of listing particulars Approval of listing particulars 23.3.1 R An application for approval of listing particulars or supplementary listing particulars must comply with the procedures in PRR 3.1 (as if those procedures applied to the application), except that the applicant does not need to submit a completed Form A. 23.3.2 R The FCA will approve listing particulars or supplementary listing particulars if it is satisfied that the requirements of the Act and this chapter have been complied with. 23.3.3 G The FCA will generally seek to notify the applicant of its decision on an application for approval of listing particulars or supplementary listing particulars within the same time limits as are specified in article 20 of the Page 297 of 351

FCA 2024/23 Prospectus Regulation for an application for approval of a prospectus or supplementary prospectus. 23.3.4 R An issuer must ensure that listing particulars or supplementary listing particulars are not published until they have been approved by the FCA. Filing and publication of listing particulars 23.3.5 R An issuer must ensure that after listing particulars or supplementary listing particulars are approved by the FCA, the listing particulars or supplementary listing particulars are filed and published as if the relevant requirements in PRR 3.2, article 21 of the Prospectus Regulation, the PR Regulation and the Prospectus RTS Regulation applied to them. 23.4 Miscellaneous Supplementary listing particulars 23.4.1 G Section 81 of the Act (Supplementary listing particulars) requires an issuer to submit supplementary listing particulars to the FCA for approval if at any time after listing particulars have been submitted to the FCA and before the commencement of dealings in the securities following their admission to the official list: (1) there is a significant change affecting any matter contained in those listing particulars, the inclusion of which was required by: (a) section 80 of the Act (General duty of disclosure in listing particulars); (b) listing rules; or (c) the FCA; or (2) a significant new matter arises, the inclusion of information in respect of which would have been so required if it had arisen when those listing particulars were prepared. 23.4.2 R An issuer must ensure that after supplementary listing particulars are approved by the FCA, the supplementary listing particulars are filed and published as if the requirements in PRR 3.2, article 21 of the Prospectus Regulation, the PR Regulation and the Prospectus RTS Regulation applied to them. Final terms 23.4.3 R If the final terms of the offer are not included in the listing particulars: (1) the final terms must be provided to investors and filed with the FCA, and made available to the public, as if the relevant Page 298 of 351

FCA 2024/23 requirements in PRR 3.2, article 21 of the Prospectus Regulation, the PR Regulation and the Prospectus RTS Regulation applied to them; and (2) the listing particulars must disclose the criteria and/or the conditions in accordance with which the above elements will be determined or, in the case of price, the maximum price. 24 Sponsors 24.1 Application 24.1.1 R A sponsor must comply with UKLR 24. 24.1.2 R A person applying for approval as a sponsor must comply with UKLR 24.4 (Criteria for approval as a sponsor). [Note: UKLR 4.2 sets out the various circumstances in which an issuer must appoint or obtain guidance from a sponsor.] 24.2 Role of a sponsor: general Responsibilities of a sponsor 24.2.1 R A sponsor must, in relation to a sponsor service: (1) provide assurance to the FCA, when required, that the applicable requirements of the issuer with a listing of equity shares or applying for admission of its equity shares under the listing rules and the Prospectus Rules have been met; (2) provide to the FCA any explanation or confirmation in such form and within such time limit as the FCA reasonably requires for the purposes of ensuring that the applicable requirements of the listing rules, the Prospectus Rules, the disclosure requirements and the transparency rules are being complied with by an issuer with a listing of equity shares or applying for admission of its equity shares; and (3) guide the issuer with a listing of equity shares or applying for admission of its equity shares in understanding and meeting its responsibilities under the listing rules, the Prospectus Rules, the disclosure requirements and the transparency rules. 24.2.2 R A sponsor must, for so long as it provides a sponsor service: (1) take such reasonable steps as are sufficient to ensure that any communication or information it provides to the FCA in carrying out the sponsor service is, to the best of its knowledge and belief, accurate and complete in all material respects; and Page 299 of 351

FCA 2024/23 (2) as soon as possible provide to the FCA any information of which it becomes aware that materially affects the accuracy or completeness of information it has previously provided. 24.2.3 G Where a sponsor provides information to the FCA which is or is based on information it has received from a third party in assessing whether a sponsor has complied with its obligations in UKLR 24.2.2R(1), the FCA will have regard, among other things, to whether a sponsor has appropriately used its own knowledge, judgement and expertise to review and challenge the information provided by the third party. 24.2.4 G The sponsor will be the main point of contact with the FCA for any matter referred to in UKLR 4.2. The FCA expects to discuss all issues relating to a transaction and any draft or final document directly with the sponsor. However, in appropriate circumstances, the FCA will communicate directly with the issuer with a listing of equity shares or applying for admission of its equity shares, or its advisers. 24.2.5 G A sponsor remains responsible for complying with UKLR 24.2 even where a sponsor relies on the issuer with a listing of equity shares or applying for admission of its equity shares or a third party when providing assurance or confirmation to the FCA. Principles for sponsors: due care and skill 24.2.6 R A sponsor must, in relation to a sponsor service, act with due care and skill. Principles for sponsors: honesty and integrity 24.2.7 R A sponsor must, in relation to a sponsor service, act with honesty and integrity. Principles for sponsors: duty regarding directors of issuers 24.2.8 R Where, in relation to a sponsor service, a sponsor gives any guidance or advice to a listed issuer or applicant on the application or interpretation of the listing rules, the disclosure requirements or the transparency rules, the sponsor must take reasonable steps to satisfy itself that the director or directors of the listed issuer or applicant understand their responsibilities and obligations under the listing rules, the disclosure requirements and the transparency rules. Principles for sponsors: relations with the FCA 24.2.9 R A sponsor must at all times (whether in relation to a sponsor service or otherwise): (1) deal with the FCA in an open and cooperative way; and (2) deal with all enquiries raised by the FCA promptly. Page 300 of 351

FCA 2024/23 24.2.10 R If, in connection with the provision of a sponsor service, a sponsor becomes aware that it, or an issuer with a listing of equity shares or applying for admission of its equity shares, is failing or has failed to comply with its obligations under the listing rules, the disclosure requirements or the transparency rules, the sponsor must promptly notify the FCA. Principles for sponsors: identifying and managing conflicts 24.2.11 G The purpose of UKLR 24.2.12R to UKLR 24.2.17G is to ensure that conflicts of interest do not adversely affect: (1) the ability of a sponsor to perform its functions properly under this chapter; or (2) market confidence in sponsors. 24.2.12 R A sponsor must, for so long as it provides a sponsor service, take all reasonable steps to identify conflicts of interest that could adversely affect its ability to perform its functions properly under this chapter. 24.2.13 G In identifying conflicts of interest, sponsors should also take into account circumstances that could: (1) create a perception in the market that a sponsor may not be able to perform its functions properly; or (2) compromise the ability of a sponsor to fulfil its obligations to the FCA in relation to the provision of a sponsor service. 24.2.14 R A sponsor must, for so long as it provides a sponsor service, take all reasonable steps to put in place and maintain effective organisational and administrative arrangements that ensure conflicts of interest do not adversely affect its ability to perform its functions properly under this chapter. 24.2.15 G Disclosure of a conflict of interest will not usually be considered to be an effective organisational or administrative arrangement for the purpose of UKLR 24.2.14R. 24.2.16 R A sponsor must, for so long as it provides a sponsor service, be reasonably satisfied that its organisational and administrative arrangements will ensure that its ability to perform its functions properly under this chapter will not be adversely affected by a conflict of interest. If a sponsor is not so reasonably satisfied in relation to a sponsor service, it must decline or cease to provide such sponsor service. 24.2.17 G UKLR 24.2.16R recognises that there will be some conflicts of interest that cannot be effectively managed. Providing sponsor services in those cases could adversely affect both a sponsor’s ability to perform its functions properly and market confidence in sponsors. If in doubt about Page 301 of 351

FCA 2024/23 whether a conflict can be effectively managed, a sponsor should discuss the issue with the FCA before it decides whether it can provide a sponsor service. Principles for sponsors: joint sponsors 24.2.18 R If a listed issuer or applicant appoints more than one sponsor to provide a sponsor service: (1) the appointment does not relieve any of the appointed sponsors of their obligations under UKLR 24; and (2) the sponsors are each responsible for complying with the obligations under UKLR 24. 24.2.19 G If a listed issuer or applicant appoints more than one sponsor to provide a sponsor service, the FCA expects the sponsors to cooperate with each other in relation to the sponsor service, including by establishing arrangements for the sharing of information as appropriate, having regard to the sponsor service. 24.3 Role of a sponsor: transactions Application for admission 24.3.1 R UKLR 24.3.2R to UKLR 24.3.4G apply in relation to an application for admission of equity shares to the equity shares (commercial companies) category, the closed-ended investment funds category or the equity shares (shell companies) category if: (1) an applicant does not have equity shares already admitted to listing; (2) the conditions in UKLR 5.1.2R(1) or UKLR 5.1.2R(2) do not apply; and (3) in connection with the application, the applicant is required: (a) to publish a document under article 1(4)(f) or (g) or (5)(e) or (f) of the Prospectus Regulation; or (b) to submit to the FCA: (i) a prospectus or supplementary prospectus; (ii) a summary document under article 1(5)(j) of the Prospectus Regulation; or (iii) for an issuer that is a closed-ended investment fund, listing particulars or supplementary listing particulars. Page 302 of 351

FCA 2024/23 24.3.2 R A sponsor must not submit to the FCA an application on behalf of an applicant, in accordance with UKLR 20, unless it has come to a reasonable opinion, after having made due and careful enquiry, that: (1) the applicant has satisfied all requirements of the listing rules relevant to an application for admission; (2) the applicant has satisfied all applicable requirements set out in the Prospectus Rules; (3) the directors of the applicant have a reasonable basis on which to make any working capital statement included in the document referred to in UKLR 24.3.1R; (4) the directors of the applicant have established procedures which enable the applicant to comply with the listing rules, the disclosure requirements and the transparency rules on an ongoing basis; and (5) the directors of the applicant have established procedures which provide a reasonable basis for them to make proper judgements on an ongoing basis as to the financial position and prospects of the applicant and its group. New applicants: procedure 24.3.3 R A sponsor must: (1) submit a completed Sponsor’s Declaration on an Application for Listing to the FCA either: (a) on the day the FCA is to consider the application for approval of a document referred to in UKLR 4.2.1R(1) and prior to the time such document is approved; or (b) at a time agreed with the FCA, if the FCA is not approving such document; (2) submit a completed Shareholder Statement or Pricing Statement, as applicable, to the FCA by 9am on the day the FCA is to consider the application; (3) ensure that all matters known to it which, in its reasonable opinion, should be taken into account by the FCA in considering: (a) the application for admission; and (b) whether the admission of the equity shares would be detrimental to investors’ interests, Page 303 of 351

FCA 2024/23 have been disclosed with sufficient prominence in the document referred to in UKLR 4.2.1R(1) or UKLR 4.2.1R(2), or otherwise in writing to the FCA; and (4) submit a letter to the FCA setting out how the applicant satisfies the criteria in UKLR 3 and, if applicable, UKLR 5, UKLR 11 or UKLR 13, no later than when the first draft of the document referred to in UKLR 4.2.1R(1) or UKLR 4.2.1R(2) is submitted (or, if the FCA is not approving such document, at a time to be agreed with the FCA). [Note: The Sponsor’s Declaration on an Application for Listing, the Shareholder Statement and the Pricing Statement forms can be found on the Primary Markets section of the FCA’s website.] 24.3.4 G Depending on the circumstances of the case, a sponsor providing sponsor services to an applicant on an application for admission may have to confirm in writing to the FCA the number of equity shares to be allotted or admitted. [Note: See UKLR 20.4.5R.] Application for admission: further issues 24.3.5 R UKLR 24.3.6R to UKLR 24.3.8G apply in relation to an application for admission of equity shares to the equity shares (commercial companies) category, the closed-ended investment funds category or the equity shares (shell companies) category of an applicant that has securities already admitted to listing or in circumstances in which UKLR 5.1.2R(1) or UKLR 5.1.2R(2) apply. 24.3.6 R A sponsor appointed in accordance with UKLR 4.2.1R must not submit to the FCA an application on behalf of an applicant, in accordance with UKLR 20, unless it has come to a reasonable opinion, after having made due and careful enquiry, that: (1) the applicant has satisfied all requirements of the listing rules relevant to an application for admission; (2) the applicant has satisfied all applicable requirements set out in the Prospectus Rules; and (3) the directors of the applicant have a reasonable basis on which to make any working capital statement included in the document referred to in UKLR 4.2.1R(1). Further issues: procedure 24.3.7 R A sponsor must: Page 304 of 351

FCA 2024/23 (1) submit a completed Sponsor’s Declaration on an Application for Listing to the FCA either: (a) on the day the FCA is to consider the application for approval of the document referred to in UKLR 4.2.1R(1) and prior to the time such document is approved; or (b) at a time agreed with the FCA if the FCA did not approve the document referred to in UKLR 4.2.1R(1); (2) submit a completed Shareholder Statement or Pricing Statement, as applicable, to the FCA by 9am on the day the FCA is to consider the application; and (3) ensure that all matters known to it which, in its reasonable opinion, should be taken into account by the FCA in considering the application for admission have been disclosed with sufficient prominence in the document referred to in UKLR 4.2.1R(1) or UKLR 4.2.1R(2), or otherwise in writing to the FCA. [Note: The Sponsor’s Declaration on an Application for Listing, the Shareholder Statement and the Pricing Statement forms can be found on the Primary Markets section of the FCA’s website.] 24.3.8 G Depending on the circumstances of the case, a sponsor providing sponsor services to an applicant on an application for admission may have to confirm, in writing to the FCA, the number of equity shares to be allotted or admitted. [Note: See UKLR 20.4.5R.] Circulars: reverse takeovers or relevant related party transactions by closed￾ended investment funds 24.3.9 R UKLR 24.3.10R to UKLR 24.3.13R apply in relation to transactions involving an issuer with equity shares admitted to listing that is required to submit to the FCA for approval a reverse takeover circular or a relevant related party transaction circular required by UKLR 11. 24.3.10 R A sponsor must not submit to the FCA, on behalf of a listed issuer, a reverse takeover circular or a relevant related party transaction circular required by UKLR 11 for approval, unless the sponsor has come to a reasonable opinion, after having made due and careful enquiry, that: (1) the listed issuer has satisfied all requirements of the listing rules relevant to the production of a reverse takeover circular or a relevant related party transaction circular required by UKLR 11; and Page 305 of 351

FCA 2024/23 (2) the transaction will not have an adverse impact on the listed issuer’s ability to comply with the listing rules, the disclosure requirements or the transparency rules. Circulars: procedure 24.3.11 R A sponsor acting on a transaction falling within UKLR 24.3.9R must: (1) submit a completed Sponsor’s Declaration for the Production of a Circular to the FCA on the day the circular is to be approved by the FCA and prior to the time the circular is approved; (2) submit a Pricing Statement, if applicable, to the FCA by 9am on the day the FCA is to consider the application; and (3) ensure that all matters known to it which, in its reasonable opinion, should be taken into account by the FCA in considering the transaction have been disclosed with sufficient prominence in the documentation or otherwise in writing to the FCA. [Note: The Sponsor’s Declaration for the Production of a Circular, the Shareholder Statement and the Pricing Statement forms can be found on the Primary Markets section of the FCA’s website.] Applying for transfer between listing categories 24.3.12 R In relation to a proposed transfer under UKLR 21.5.1R, if a sponsor is appointed in accordance with UKLR 4.2.2R, it must: (1) submit a letter to the FCA setting out how the issuer satisfies each listing rule requirement relevant to the category of listing to which it wishes to transfer, by no later than when the first draft of the document referred to in UKLR 21.5.6R(2)(a) or UKLR 21.5.7R(2) is submitted; (2) submit a completed Sponsor’s Declaration for a Transfer of Listing to the FCA for the proposed transfer on the day the document referred to in UKLR 21.5.6R(2)(a) or UKLR 21.5.7R(2) is to be approved by the FCA and before it is approved; and (3) ensure that all matters known to it which, in its reasonable opinion, should be taken into account by the FCA in considering the transfer between listing categories have been disclosed with sufficient prominence in the document referred to in UKLR 21.5.6R(2)(a) or UKLR 21.5.7R(2) or otherwise in writing to the FCA. [Note: The Sponsor’s Declaration for a Transfer of Listing form can be found on the Primary Markets section of the FCA website.] Page 306 of 351

FCA 2024/23 24.3.13 R A sponsor must not submit to the FCA on behalf of an issuer a final circular or announcement for approval or a Sponsor’s Declaration for a Transfer of Listing, unless it has come to a reasonable opinion, after having made due and careful enquiry, that: (1) the issuer satisfies all eligibility requirements of the listing rules that are relevant to the new category to which it is seeking to transfer; (2) the issuer has satisfied all requirements relevant to the production of the circular required under UKLR 21.5.6R(2)(a) or the announcement required under UKLR 21.5.7R(2) (whichever is relevant); (3) the directors of the issuer have established procedures which enable the issuer to comply with the listing rules, the disclosure requirements and the transparency rules on an ongoing basis; and (4) the directors of the issuer have established procedures which provide a reasonable basis for them to make proper judgements on an ongoing basis as to the financial position and prospects of the issuer and its group. 24.3.14 R UKLR 24.3.13R(3) and UKLR 24.3.13R(4) do not apply in relation to an issuer that was required to meet these requirements under its existing listing category. Initial transactions 24.3.15 R A sponsor acting on an initial transaction by an issuer with equity shares admitted to the equity shares (shell companies) category must provide such written confirmations to the FCA as may be required in connection with the initial transaction as specified in UKLR 13.4 before the issuer makes an announcement in respect of such initial transaction under UKLR 13.4. 24.4 Criteria for approval as a sponsor List of sponsors 24.4.1 G The FCA will maintain a list of sponsors on its website. Application for approval as a sponsor 24.4.2 R A person wanting to provide sponsor services, and to be included on the list of sponsors, must apply to the FCA for approval as a sponsor by submitting the following to the Primary Market Specialist Supervision Team at the FCA’s address: (1) a completed Sponsor Firm Application form; Page 307 of 351

FCA 2024/23 (2) details of any matter in the past 5 years that would have been notifiable to the FCA pursuant to UKLR 24.5.12R(2), (3), (4) or (5), had the person been approved as a sponsor; and (3) the application fee set out in FEES 3. [Note: The Sponsor’s Firm Application form can be found on the Primary Markets section of the FCA’s website.] 24.4.3 R A person wanting to provide sponsor services and be included on the list of sponsors must also submit: (1) all additional documents, explanations and information as required by the FCA; and (2) verification of any information in such a manner as the FCA may specify. 24.4.4 G When considering an application for approval as a sponsor, the FCA may: (1) carry out any enquiries and request any further information which it considers appropriate, including consulting other regulators; (2) request that the applicant or its specified representative answer questions and explain any matter the FCA considers relevant to the application; and (3) take into account any information which it considers appropriate in relation to the application. [Note: The decision-making procedures that the FCA will follow when it considers whether to refuse an application for approval as a sponsor are set out in DEPP.] Criteria for approval as a sponsor 24.4.5 R The FCA will approve a person as a sponsor only if it is satisfied that the person: (1) is an authorised person or a member of a designated professional body; (2) is competent to provide sponsor services in accordance with UKLR 24; and (3) has appropriate systems and controls in place to carry out its role as a sponsor in accordance with UKLR 24. Page 308 of 351

FCA 2024/23 24.4.6 G In assessing whether a person wanting to provide sponsor services satisfies UKLR 24.4.5R(2), the FCA will consider a variety of factors, including any matters notified to it pursuant to UKLR 24.4.2R(2). 24.4.7 R The FCA may impose restrictions or limitations on the sponsor services a sponsor can provide at the time of granting a sponsor’s approval. 24.4.8 G Situations when the FCA may impose restrictions or limitations on the sponsor services a sponsor can provide, include (but are not limited to) where it appears to the FCA that: (1) the employees of the person applying to be a sponsor whom it is proposed will perform sponsor services have no or limited relevant experience and expertise of the kind described in UKLR 24.4.12R(1) in relation to certain types of sponsor services or in relation to certain types of company; or (2) the person applying to be a sponsor does not have systems and controls in place which are appropriate for the nature of the sponsor services which the person applying to be a sponsor proposes to undertake. [Note: A statutory notice may be required under section 88 of the Act. Where this is the case, the procedure for giving a statutory notice is set out in DEPP.] 24.4.9 G Where a person wishes to apply for approval as a sponsor to provide a limited range of sponsor services, it may do so on the basis that the FCA will impose a limitation or restriction on its approval (in accordance with section 88 of the Act). In such circumstances, the FCA will assess whether the person satisfies UKLR 24.4.5R(2) and UKLR 24.4.5R(3) taking into consideration the sponsor services to which the approval, as formally limited or restricted by the FCA, will relate. Continuing obligations 24.4.10 R A sponsor must comply, at all times, with the criteria set out in UKLR 24.4.5R. 24.4.11 G In assessing whether a sponsor satisfies UKLR 24.4.10R, the FCA will consider a variety of factors, including any matters notified to it pursuant to UKLR 24.5.12R. Competence of a sponsor 24.4.12 R A sponsor, or a person applying for approval as a sponsor, will not satisfy UKLR 24.4.5R(2) unless it has: (1) a sufficient amount of relevant experience and expertise, demonstrated by having: Page 309 of 351

FCA 2024/23 (a) submitted a sponsor declaration to the FCA: (i) for a person applying for approval as a sponsor, within 5 years of the date of its application; and (ii) for a sponsor, within the previous 5 years; or (b) provided sufficient relevant corporate finance advisory services within the previous 5 years to persons: (i) with securities admitted to trading on, or applying for admission of securities to trading on, a UK RIE or a market established under the rules of a UK RIE; and (ii) each having an aggregate market value or expected aggregate market value of at least the amount specified in UKLR 3.2.7R(1)(a) or, where the sponsor or person applying for approval as a sponsor is doing so on the basis of providing sponsor services to closed-ended investment funds only, UKLR 3.2.7R(2), at the time such services were provided; and (2) a sufficient number of employees with the skills and knowledge necessary for it to: (a) provide sponsor services in accordance with UKLR 24.2; (b) understand: (i) the rules and guidance directly relevant to sponsor services; (ii) the procedural requirements and processes of the FCA; (iii) the due diligence process required in order to provide sponsor services in accordance with UKLR 24.2 and UKLR 24.3; (iv) the responsibilities and obligations of a sponsor in UKLR 24; and (v) specialist industry sectors and/or certain types of company, if relevant to the sponsor services it provides or intends to provide; and (c) be able to comply with the key contact requirements in UKLR 24.4.28R. Page 310 of 351

FCA 2024/23 24.4.13 G In assessing whether a sponsor, or a person applying for approval as a sponsor, satisfies UKLR 24.4.12R, the FCA will consider a variety of factors, including: (1) the nature, scale and complexity of its business; (2) the diversity of its operations; (3) the volume and size of transactions it undertakes; (4) the volume and size of transactions it anticipates undertaking in the following year; and (5) the degree of risk associated with the transactions it undertakes or anticipates undertaking in the following year. 24.4.14 G To determine whether a sponsor, or a person applying for approval as a sponsor, satisfies UKLR 24.4.12R(1)(a), the FCA may consider whether any of the sponsor’s or person’s employees have had material involvement in the provision of sponsor services that have required the submission of a sponsor declaration within the previous 5 years. 24.4.15 G For the purposes of UKLR 24.4.12R(1)(a), any declaration or confirmation given by a sponsor to the FCA that is not a sponsor declaration will not be accepted as demonstrating relevant experience and expertise. 24.4.16 G To determine whether a sponsor, or a person applying for approval as a sponsor, satisfies UKLR 24.4.12R(1)(b), the FCA may consider a variety of factors, including: (1) the cumulative body of its experience and expertise providing relevant corporate finance advisory services, including any sponsor services provided where no sponsor declaration has been required; (2) the range of skills and knowledge evidenced through its provision of relevant corporate finance advisory services, including: (a) advising on the rules and guidance issued by a regulator or exchange; (b) adhering to the procedural requirements and processes of a regulator or exchange; and (c) undertaking due diligence to: (i) support assurances or information delivered to a regulator or exchange; and (ii) verify public statements made by an issuer; and Page 311 of 351

FCA 2024/23 (3) the extent of the sponsor services intended to be provided. 24.4.17 G To determine whether a sponsor, or a person applying for approval as a sponsor, satisfies UKLR 24.4.12R(1)(b), the FCA may consider whether any of the sponsor’s or person’s employees have within the previous 5 years had material involvement in the provision of relevant corporate finance advisory services to persons: (1) with securities admitted to trading on, or applying for admission of securities to trading on, a UK RIE or a market established under the rules of a UK RIE; and (2) each having an aggregate market value or expected aggregate market value of at least the amount specified in: (a) UKLR 3.2.7R(1)(a); or (b) where the sponsor or person applying for approval as a sponsor is doing so on the basis of providing sponsor services to closed-ended investment funds only, UKLR 3.2.7R(2), at the time such services were provided. 24.4.18 G In exceptional circumstances, the FCA may consider dispensing with, or modifying, the requirement in UKLR 24.4.12R(1) in accordance with UKLR 1.2.1R. 24.4.19 G Notwithstanding UKLR 24.4.13G, when considering whether a sponsor satisfies UKLR 24.4.12R(2)(c) the FCA expects a sponsor to have no fewer than 2 employees who are able to satisfy the key contact requirements in UKLR 24.4.28R(2). 24.4.20 G In assessing whether a sponsor, or a person applying for approval as a sponsor, can demonstrate it is competent in the areas required under UKLR 24.4.12R(2), the FCA may also take into account, where relevant, the guidance or advice on the listing rules, the disclosure requirements and the transparency rules the sponsor or person has given in circumstances other than in providing sponsor services. Systems and controls: general 24.4.21 R A sponsor, or a person applying for approval as a sponsor, will not satisfy UKLR 24.4.5R(3) unless it has in place: (1) clear and effective reporting lines for the provision of sponsor services (including clear and effective management responsibilities); Page 312 of 351

FCA 2024/23 (2) effective systems and controls which require employees with management responsibilities for the provision of sponsor services to understand and apply the requirements of UKLR 24; (3) effective systems and controls for the appropriate supervision of employees engaged in the provision of sponsor services by the sponsor; (4) effective systems and controls for compliance with all applicable listing rules at all times, including when performing sponsor services; (5) effective systems and controls which require appropriate staffing arrangements for providing each sponsor service in line with the principles for sponsors in UKLR 24.2; (6) effective systems and controls for employees engaged in the provision of sponsor services to receive appropriate guidance and training to provide each sponsor service in line with the principles for sponsors in UKLR 24.2; (7) effective systems and controls to identify and manage conflicts of interest; (8) effective systems and controls for compliance with each of the requirements in UKLR 24.4.12R(2)(b); and (9) systems and controls which comply with the requirements of UKLR 24.4.25R. 24.4.22 G When considering a sponsor’s ability to comply with UKLR 24.4.21R, the FCA will consider a variety of factors, including: (1) the nature, scale and complexity of its business; (2) the diversity of its operations; (3) the volume and size of the transactions it undertakes; (4) the volume and size of the transactions it anticipates undertaking in the following year; and (5) the degree of risk associated with the transactions it undertakes or anticipates undertaking in the following year. Systems and controls: conflicts of interest 24.4.23 G A sponsor will generally be regarded as having appropriate systems and controls for identifying and managing conflicts if it has in place effective policies and procedures: Page 313 of 351

FCA 2024/23 (1) to ensure that decisions taken on managing conflicts of interest are taken by appropriately senior staff and on a timely basis; (2) to monitor whether arrangements put in place to manage conflicts are effective; and (3) to ensure that individuals within the sponsor are appropriately trained to enable them to identify, escalate and manage conflicts of interest. 24.4.24 G The policies and procedures referred to in UKLR 24.4.23G are distinct from the actual organisational and administrative arrangements that a sponsor is required to put in place and maintain under UKLR 24.2.14R to manage specific conflicts. Systems and controls: record management 24.4.25 R A sponsor must have effective arrangements to create and retain for 6 years accessible records which are sufficient to be capable of demonstrating that it has provided sponsor services and otherwise complied with its obligations under UKLR 24, including: (1) where a declaration is to be submitted to the FCA: (a) under UKLR 24.3.3R(1), UKLR 24.3.7R(1), UKLR 24.3.11R(1) or UKLR 24.3.12R(2); or (b) pursuant to an appointment under UKLR 4.2.1R(5), the basis of each declaration given; (2) where any opinion, assurance or confirmation is provided by a sponsor to the FCA or an issuer with a listing of equity shares or applying for admission of its equity shares in relation to a sponsor service, the basis of that opinion, assurance or confirmation; (3) where a sponsor submits a request to the FCA: (a) to modify, waive or substitute the operation of UKLR 7, UKLR 8 or UKLR 11 pursuant to UKLR 4.2.3R; or (b) for individual guidance pursuant to UKLR 4.2.4R, the basis upon which any guidance, judgements or opinions made or given by the sponsor to an issuer which underlie the request have been made or given; (4) where a sponsor provides guidance to an issuer with a listing of equity shares or applying for admission of its equity shares pursuant to UKLR 4.2.6R or UKLR 24.2.1R(3), the basis upon Page 314 of 351

FCA 2024/23 which the guidance is given and upon which any judgements or opinions underlying the guidance have been made or given; and (5) the steps taken to comply with its obligations under UKLR 24.2.12R, UKLR 24.2.14R, UKLR 24.2.16R and UKLR 24.4.10R. 24.4.26 G Records should: (1) be capable of timely retrieval; and (2) include material communications which relate to the provision of sponsor services, including any advice or guidance given to an issuer with a listing of equity shares or applying for admission of its equity shares in relation to its responsibilities under the listing rules, the disclosure requirements and the transparency rules. 24.4.27 G In considering whether a sponsor has satisfied the requirements regarding sufficiency of records in UKLR 24.4.25R, the FCA will consider whether the records would enable a person with general knowledge of the sponsor regime and a basic understanding of a transaction to which a sponsor service relates to understand and verify the basis upon which material judgements have been made throughout the provision of the sponsor service. Key contact 24.4.28 R For each sponsor service requiring the submission of a document to the FCA or contact with the FCA, a sponsor must: (1) at the time of submission or on first making contact with the FCA in connection with the sponsor service, notify the FCA of the name and contact details of a key contact within the sponsor for that matter; and (2) ensure that its key contact: (a) has sufficient knowledge about the listed issuer or applicant and the proposed matter to be able to answer queries from the FCA about it; (b) is available to answer queries from the FCA on any business day between 7am and 6pm; (c) is authorised to make representations to the FCA for and on behalf of the sponsor; (d) possesses technical knowledge of rules and guidance directly relevant to the sponsor service; and (e) understands the responsibilities and obligations of the sponsor under UKLR 24 in relation to the sponsor service. Page 315 of 351

FCA 2024/23 24.5 Supervision of sponsors 24.5.1 G The FCA expects to have an open, cooperative and constructive relationship with a sponsor to enable it to have a broad picture of the sponsor’s activities and its ability to satisfy the criteria for approval as a sponsor as set out in UKLR 24.4.5R. Requirement to provide information 24.5.2 R (1) The FCA may, by notice in writing given to a sponsor, require it to provide specified documents or specified information to the FCA. (2) The sponsor must, as soon as practicable, provide to the FCA any documents or information that it has been required to provide under (1). (3) This rule applies only to documents or information reasonably required by the FCA in connection with the performance of its functions in relation to a sponsor or a person that has appointed a sponsor. Supervisory tools 24.5.3 G The FCA uses a variety of tools to monitor whether a sponsor: (1) continues to satisfy the criteria for approval as a sponsor as set out in UKLR 24.4.5R; and (2) remains in compliance with all applicable listing rules. 24.5.4 R The FCA may impose restrictions or limitations on the sponsor services a sponsor can provide at any time following the grant of a sponsor’s approval. 24.5.5 G Situations when the FCA may impose restrictions or limitations on the sponsor services a sponsor can provide include (but are not limited to) where it appears to the FCA that: (1) the sponsor has no or limited relevant experience and expertise of providing certain types of sponsor services or of providing sponsor services to certain types of company; or (2) the sponsor does not have systems and controls in place which are appropriate for the nature of the sponsor services which the sponsor is undertaking or proposing to undertake. [Note: A statutory notice may be required under section 88 of the Act. Where this is the case, the procedure for giving a statutory notice is set out in DEPP.] Page 316 of 351

FCA 2024/23 24.5.6 G FCA staff, after notifying the sponsor, may make supervisory visits to a sponsor on a periodic and an ad hoc basis. 24.5.7 G The FCA will give reasonable notice to a sponsor of requests for meetings or requests for access to a sponsor’s documents and records. Requests from other regulators 24.5.8 G The FCA, on behalf of other regulators, may request information from a sponsor or pass information on to other regulators to enable such regulators to discharge their functions. Fees 24.5.9 R A sponsor must pay the annual fee set out in FEES 4 in order to remain on the list of sponsors. Annual notifications 24.5.10 R A sponsor must provide to the FCA on or after the first business day of January each year but no later than the last business day of January each year: (1) written confirmation that it continues to satisfy the criteria for approval as a sponsor as set out in UKLR 24.4.5R; and (2) for each of the criteria in that rule, evidence of the basis upon which it considers that it meets that criterion. 24.5.11 R Written confirmation must be provided by submitting a completed Sponsor Annual Notification form to the FCA by electronic mail to the address specified by the sponsor’s usual supervisory contact at the FCA. [Note: The Sponsor Annual Notification form can be found on the Primary Markets section of the FCA’s website.] General notifications 24.5.12 R A sponsor must notify the FCA in writing as soon as possible if: (1) (a) the sponsor ceases to satisfy the criteria for approval as a sponsor set out in UKLR 24.4.5R or becomes aware of any matter which, in its reasonable opinion, would be relevant to the FCA in considering whether the sponsor continues to comply with UKLR 24.4.10R; or (b) the sponsor becomes aware of any fact or circumstance relating to the sponsor or any of its directors, partners or employees engaged in the provision of sponsor services by the sponsor which, in its reasonable opinion, would be likely to adversely affect market confidence in sponsors; Page 317 of 351

FCA 2024/23 (2) the sponsor, or any of its directors, partners or employees engaged in the provision of sponsor services by the sponsor, are: (a) convicted of any offence involving fraud, theft or other dishonesty; or (b) the subject of a bankruptcy proceeding, a receiving order or an administration order; (3) any of its directors, partners or employees engaged in the provision of sponsor services by the sponsor are disqualified by a court from acting as a director of a company or from acting in a management capacity or conducting the affairs of any company; (4) the sponsor, or any of its directors, partners or employees engaged in the provision of sponsor services by the sponsor, are subject to any public criticism, regulatory intervention or disciplinary action: (a) by the FCA; (b) by any UK RIE; (c) by any designated professional body; (d) by any body that is comparable to the FCA or a designated professional body; or (e) under any comparable legislation in any jurisdiction outside the United Kingdom; (5) the sponsor resigns or is dismissed by a listed issuer or applicant, giving details of any relevant facts or circumstances; (6) the sponsor changes its name; (7) a listed issuer or applicant denies the sponsor access to documents or information that have been the subject of a reasonable request by the sponsor; (8) it identifies or otherwise becomes aware of any material deficiency in the sponsor’s systems and controls; (9) there is intended to be a change of control of the sponsor, any restructuring of the sponsor’s group, or a re-organisation of or a substantial change to the directors, partners or employees engaged in the provision of sponsor services by the sponsor; or (10) there is expected to be a change in the financial position of the sponsor or any of its group companies that would be likely to adversely affect the sponsor’s ability to perform sponsor services or otherwise comply with UKLR 24. Page 318 of 351

FCA 2024/23 24.5.13 R Where a sponsor is of the opinion that, notwithstanding the circumstances giving rise to a notification obligation under UKLR 24.5.12R, it continues to satisfy the ongoing criteria for approval as a sponsor in accordance with UKLR 24.4.10R, it must include in its notification to the FCA a statement to that effect and the basis for its opinion. 24.5.14 G General notifications may be made in the first instance by telephone but must be confirmed promptly in writing. 24.5.15 G Written notifications should be sent to the Primary Market Specialist Supervision Team at the FCA’s address. Non-delegation of sponsor functions 24.5.16 R A sponsor must not delegate any of its functions as such, or permit another person to perform those functions. Discipline of sponsors 24.5.17 G The FCA may take action against a sponsor under section 88A of the Act if it considers that the sponsor has contravened a requirement or restriction imposed on the sponsor by the listing rules. EG sets out the FCA’s policy on when and how it will use its disciplinary powers, including in relation to a sponsor. [Note: A statutory notice may be required under section 88A of the Act. Where this is the case, the procedure for giving a statutory notice is set out in DEPP.] Cancellation of a sponsor’s approval at the sponsor’s request 24.5.18 G A sponsor that intends to request the FCA to cancel its approval as a sponsor should comply with UKLR 24.5.20R. 24.5.19 G Examples of when a sponsor should submit a cancellation request pursuant to UKLR 24.5.20R include, but are not limited to: (1) situations where the sponsor ceases to satisfy the ongoing criteria for approval as a sponsor in accordance with UKLR 24.4.10R and, following a notification made under UKLR 24.5.12R, there are no ongoing discussions with the FCA which could lead to the conclusion that the sponsor remains eligible; or (2) where there is a change of control of the sponsor or any restructuring of the sponsor’s group that will result in sponsor services being provided by a different person, in which case the person that is intended to provide the sponsor services should apply for approval as a sponsor under UKLR 24.4 before it provides any sponsor services. Page 319 of 351

FCA 2024/23 24.5.20 R A request by a sponsor for its approval as a sponsor to be cancelled must be in writing and must include: (1) the sponsor’s name; (2) a clear explanation of the background and reasons for the request; (3) the date on which the sponsor requests the cancellation to take effect; (4) a signed confirmation that the sponsor will not provide any sponsor services as of the date the request is submitted to the FCA; and (5) the name and contact details of the person at the sponsor with whom the FCA should liaise in relation to the request. 24.5.21 G A sponsor may withdraw its request at any time before the cancellation takes effect. The withdrawal request should initially be made by telephone and then confirmed in writing as soon as possible, with an explanation of the reasons for the withdrawal. Suspension of a sponsor’s approval at the sponsor’s request 24.5.22 R A request by a sponsor for its approval as a sponsor to be suspended must be in writing and must include: (1) the sponsor’s name; (2) a clear explanation of the background and reasons for the request; (3) the date on which the sponsor requests the suspension to take effect; (4) a signed confirmation that the sponsor will not provide any sponsor services as of the date the request is submitted to the FCA; and (5) the name and contact details of the person at the sponsor with whom the FCA should liaise with in relation to the request. 24.5.23 G A sponsor may withdraw its request at any time before the suspension takes effect. The withdrawal request should initially be made by telephone and then confirmed in writing as soon as possible, with an explanation of the reasons for the withdrawal. 24.5.24 G A sponsor may wish to consider submitting a suspension request under UKLR 24.5.22R where the sponsor: (1) ceases to satisfy the ongoing criteria for approval as a sponsor in accordance with UKLR 24.4.10R; Page 320 of 351

FCA 2024/23 (2) has notified the FCA in accordance with UKLR 24.5.12R; (3) is having ongoing discussions with the FCA regarding remedial action; and (4) is undertaking remedial action which may result in the sponsor being able to satisfy the ongoing criteria for approval in accordance with UKLR 24.4.10R. Sponsors: advancing the FCA’s operational objectives 24.5.25 G The FCA may impose restrictions or limitations on the services a sponsor can provide or suspend a sponsor’s approval under section 88E of the Act if the FCA considers it desirable to do so in order to advance one or more of its operational objectives. [Note: A statutory notice may be required under section 88F of the Act. Where this is the case, the procedure for giving a statutory notice is set out in DEPP.] UKLR Transitional provisions: general TP 1 (1) (2) Material to which the transitional provision applies (3) (4) Transitional provision (5) Transitional provision: dates in force (6) Handbook provision: coming into force Definition of ‘inflight applicant’

1. R In these transitional provisions, ‘inflight applicant’ means an applicant for the admission of securities: From 29 July 2024 29 July 2024 (1) that has made a complete submission to the FCA for an eligibility review for listing by 4pm on the date on which the UK Listing Rules Instrument 2024 (FCA 2024/23) is published and where the securities have not been admitted to listing prior to 29 July 2024; and Page 321 of 351

FCA 2024/23 (2) whose submission for an eligibility review for listing has not been withdrawn or lapsed. Transitional provision in relation to waivers and modifications 2. UKLR R (1) This transitional provision applies where: Indefinitely 29 July 2024 (a) a rule contained in the Listing Rules sourcebook as it applied immediately before 29 July 2024 (the ‘predecessor rule’) has been dispensed with or modified in accordance with section 101(2) of the Act in a way that has continuing effect; and (b) the predecessor rule is substantively the same as a rule contained in the UKLR sourcebook (the ‘successor rule’). (2) Where this transitional provision applies, the dispensation or modification given in relation to the predecessor rule is treated as a dispensation or modification given in relation to the successor rule, until the dispensation or modification ceases to have effect on its terms, or is revoked, whichever is the earlier. Transitional provisions in relation to contact details under UKLR 1 Page 322 of 351

FCA 2024/23 3. UKLR 1.3.5R, UKLR 1.3.7R and UKLR 1.3.8R R (1) This transitional provision applies to an issuer which: From 29 July 2024 up to and including 29 January 2025 29 July 2024 (a) is a listed company which had a listing of securities immediately before 29 July 2024; (b) is a listed company which was an inflight applicant; or (c) is an inflight applicant. (2) UKLR 1.3.5R, UKLR 1.3.7R and UKLR 1.3.8R are not applicable to an issuer to which this transitional provision applies. Transitional provisions in relation to Listing Principles under UKLR 2 4. UKLR 2.1.1R and UKLR 2.2.1R R (1) This transitional provision applies to an issuer which: From 29 July 2024 up to and including 29 January 2025 29 July 2024 (a) is a listed company which had securities admitted to what was previously known as ‘standard listing’ under the Listing Rules sourcebook (as it applied immediately before 29 July 2024) immediately before 29 July 2024; or (b) is a listed company which was an inflight applicant whose submission for an eligibility review related to an application for the admission of securities to what Page 323 of 351

FCA 2024/23 was previously known as ‘standard listing’ under the Listing Rules sourcebook as it applied immediately before 29 July 2024. (2) Listing Principles 3 to 6 are not applicable to an issuer to which this transitional provision applies. Transitional provisions in relation to eligibility requirements for inflight applicants 5. UKLR 13.2 UKLR 14.2 UKLR 22 R (1) This provision applies to an inflight applicant: From 29 July 2024 up to and including 29 July 2025 29 July 2024 (a) which, prior to 29 July 2024 was applying for the admission of equity shares to what was previously known as the ‘standard listing (shares)’ category under the Listing Rules sourcebook as it applied immediately before 29 July 2024; and (b) where there has not been a material change to the applicant’s overall business proposition during the period since the date on which the applicant made its complete submission for eligibility review for listing. (2) The requirements for listing in UKLR 13.2 and UKLR 14.2 are not applicable to an issuer to Page 324 of 351

FCA 2024/23 which this transitional provision applies. (3) The requirements for listing set out in section 14.2 of the Listing Rules sourcebook (as it applied immediately before 29 July 2024) shall apply to an issuer to which this transitional provision applies. (4) The application for admission to listing of the equity shares will otherwise be treated as an application for the admission of equity shares to the following listing categories: (a) in the case of an issuer which is a shell company, the equity shares (shell companies) category; (b) in the case of an issuer where the FCA has agreed that the equity shares will be listed in the equity shares (international commercial companies secondary listing) category, the equity shares (international commercial companies secondary listing) category; and Page 325 of 351

FCA 2024/23 (c) in any other case, the equity shares (transition) category. (5) For the purposes of (4)(b), the FCA will generally agree that the equity shares will be listed in the equity shares (international commercial companies secondary listing) category where the following characteristics are met: (a) the issuer is an overseas company or an overseas public sector issuer; and (b) the equity shares: (i) are admitted to trading on an overseas regulated, regularly operating, recognised open market; (ii) are capable of being traded on the overseas public market referred to in (i); and (iii) are in the same class as the equity shares admitted to trading on the overseas public market referred to in (i). Page 326 of 351

FCA 2024/23 Transitional provisions in relation to modifications for sovereign controlled commercial companies under UKLR 6, UKLR 8 and UKLR 9 6. UKLR 6.2.34R UKLR 6.6.22R UKLR 8.2.9R UKLR 9.5.2R R (1) This provision applies to a company that has: Indefinitely 29 July 2024 (a) a listing of equity shares in the equity shares (commercial companies) category where the equity shares were admitted to what was previously known as ‘premium listing’ under the Listing Rules sourcebook (as it applied immediately before 29 July 2024) immediately before 29 July 2024; and (b) a sovereign controlling shareholder which was a sovereign controlling shareholder before 29 July 2024. (2) The modifications to: (a) UKLR 6 set out in UKLR 6.2.34R and UKLR 6.6.22R; (b) UKLR 8 set out in UKLR 8.2.9R; and (c) UKLR 9 set out in UKLR 9.5.2R, apply to a listed company to which this transitional provision applies where the listed company has complied with (3). Page 327 of 351

FCA 2024/23 (3) The conditions in (2) are that the listed company has: (a) made a notification to a RIS which includes the information set out in UKLR 6.4.19R(1) to (3) and (b) notified the FCA that it has made a notification in accordance with (a). Transitional provisions for UKLR 14 7. UKLR 14.3 R (1) This provision applies to a listed company which has: Indefinitely 29 July 2024 (a) a listing of equity shares in the equity shares (international commercial companies secondary listing) category where the equity shares were admitted to what was previously known as ‘standard listing’ under the Listing Rules sourcebook (as it applied immediately before 29 July 2024) immediately before 29 July 2024; and (b) a listing of equity shares in the equity shares (international commercial companies secondary listing) category where the listed company was an inflight applicant. Page 328 of 351

FCA 2024/23 (2) The modifications in (3) apply to a listed company to which this transitional provision applies. (3) UKLR 14.3.1R is modified as follows: (a) as if the words ‘UKLR 14.2.4R’ are omitted; and (b) as if the reference to ‘UKLR 14.2.6R’ is modified so that, in the definition of qualifying home listing, paragraphs (1) and (2) are omitted. Transitional provisions for UKLR 15 8. UKLR 15.3.1R(2) in so far as it applies UKLR 15.2.8R (Admission to trading on overseas market) R An issuer of equity shares represented by certificates representing certain securities that were admitted to listing prior to 29 July 2024 is not required to comply with UKLR 15.3.1R(2) in so far as it applies UKLR 15.2.8R (Admission to trading on overseas market). Indefinitely 29 July 2024 Transitional provisions for UKLR 20 9. UKLR 20.3.1R R (1) This transitional provision applies to an inflight applicant. From 29 July 2024 up to and including 29 January 2025 29 July 2024 (2) UKLR 20.3.1R is not applicable to an issuer to which this transitional provision applies. UKLR Transfer between listing categories transitional provisions – transfers from TP 2 the equity shares (transition) category into the equity shares (commercial companies) category Page 329 of 351

FCA 2024/23 Application 2.1 R UKLR TP 2 applies to an issuer with a listing of equity shares in the equity shares (transition) category which: (1) has had a listing of equity shares for a continuous period of at least 18 months prior to the date on which it notifies the FCA of its proposal to transfer the category of its listing; (2) does not have the listing of any of its securities suspended and has not had the listing of any of its securities suspended during the period of 18 months prior to the date on which it notifies the FCA of its proposal to transfer the category of its listing; (3) has complied with its obligations under the listing rules, the disclosure requirements, the transparency rules and the corporate governance rules during the period of 18 months prior to the date on which it notifies the FCA of its proposal to transfer the category of its listing; (4) is not undergoing, and has not undergone during the period of 18 months prior to the date on which it notifies the FCA of its proposal to transfer the category of its listing, a significant change to its business; and (5) is applying to transfer the listing of its equity shares to the equity shares (commercial companies) category. Duration of transitional arrangements 2.2 R UKLR TP 2 applies from 29 July 2024. Specific information required in circular or announcement 2.3 R (1) UKLR 21.5.12G(2) does not apply. (2) In UKLR 21.5.12G(4), the reference to UKLR 21.5.15R(3) must be read as a reference to UKLR 21.5.15R(3) as modified by UKLR TP 2.6R. Compliance with eligibility requirements 2.4 R (1) UKLR 21.5.14R(1) does not apply. (2) An issuer applying for a transfer of its securities must comply with the eligibility requirements set out in: (a) UKLR 5.2 (Externally managed companies); (b) UKLR 5.3 (Controlling shareholders); and (c) UKLR 5.4 (Constitutional arrangements). Page 330 of 351

FCA 2024/23 2.5 G When considering an application for a transfer of listing to the equity shares (commercial companies) category, the FCA will consider whether the issuer has adequate procedures, systems and controls in place to comply with the continuing obligations set out in UKLR 6 to UKLR 10 which do not apply to the issuer under UKLR 22, including in relation to: (1) identifying whether any obligations arise under UKLR 7 (Equity shares (commercial companies): significant transactions and reverse takeovers) and UKLR 8 (Equity shares (commercial companies): related party transactions); and (2) complying with the requirements in UKLR 6.6 (Annual financial report). Approval of transfer 2.6 R UKLR 21.5.15R(3) must be read as if the words ‘all eligibility requirements that would apply if the issuer was seeking admission to listing of the securities to the category of listing to which it wishes to transfer’ are replaced by ‘the eligibility requirements set out in UKLR 5.2 (Externally managed companies), UKLR 5.3 (Controlling shareholders) and UKLR 5.4 (Constitutional arrangements)’. Sponsor 2.7 R The sponsor must take reasonable steps to satisfy itself that the director or directors of the issuer understand the responsibilities and obligations under UKLR 6 to UKLR 10 which do not apply to the issuer under UKLR 22. 2.8 R UKLR 24.3.12R is modified as follows: (1) UKLR 24.3.12R(1) must be read as if the words ‘each listing rule requirement relevant to the category of listing to which it wishes to transfer’ are replaced by ‘the eligibility requirements set out in UKLR 5.2 (Externally managed companies), UKLR 5.3 (Controlling shareholders) and UKLR 5.4 (Constitutional arrangements)’; (2) UKLR 24.3.12R(2) must be read as if the words ‘Sponsor’s Declaration for a Transfer of Listing’ are replaced by ‘Sponsor’s Declaration for a Transfer of Listing: modified transfer process’; and (3) UKLR 24.3.12R(3) must be read as if the words ‘in considering the transfer between listing categories’ are replaced by ‘in considering the transfer between listing categories as modified by UKLR TP 2’. [Note: The ‘Sponsor’s Declaration for a Transfer of Listing: modified transfer process’ can be found on the Primary Markets section of the FCA’s website.] 2.9 R UKLR 24.3.13R is modified as follows: Page 331 of 351

FCA 2024/23 (1) the reference to ‘a Sponsor’s Declaration for a Transfer of Listing’ is replaced by ‘a Sponsor’s Declaration for a Transfer of Listing: modified transfer process’; (2) UKLR 24.3.13R(1) must be read as if the words ‘all eligibility requirements of the listing rules that are relevant to the new category to which it is seeking to transfer’ are replaced by ‘the eligibility requirements set out in UKLR 5.2 (Externally managed companies), UKLR 5.3 (Controlling shareholders) and UKLR 5.4 (Constitutional arrangements)’; (3) UKLR 24.3.13R(3) must be read as if the words ‘the listing rules’ are replaced by ‘the obligations set out in UKLR 6 to UKLR 10 which do not apply to the issuer under UKLR 22’; and (4) UKLR 24.3.13R(4) does not apply. 2.10 R A sponsor must provide confirmation to the FCA that it has not identified any adverse information that would lead it to conclude that the issuer would not be able to comply with its obligations under the listing rules, the disclosure requirements and the transparency rules. 2.11 R UKLR 24.3.14R must be read as if the words ‘UKLR 24.3.13R(3) and UKLR 24.3.13R(4) do not’ are replaced by ‘UKLR 24.3.13R(3) as modified by UKLR TP 2.9R(3) does not’. UKLR Transfer between listing categories transitional provisions – transfers from TP 3 the equity shares (transition) category into the equity shares (shell companies) category Application 3.1 R UKLR TP 3 applies to an issuer with a listing of equity shares in the equity shares (transition) category which: (1) has had a listing of equity shares for a continuous period of at least 18 months prior to the date on which it notifies the FCA of its proposal to transfer the category of its listing; (2) does not have the listing of any of its securities suspended and has not had the listing of any of its securities suspended during the period of 18 months prior to the date on which it notifies the FCA of its proposal to transfer the category of its listing; (3) has complied with its obligations under the listing rules, the disclosure requirements, the transparency rules and the corporate governance rules during the period of 18 months prior to the date on which it notifies the FCA of its proposal to transfer the category of its listing; and Page 332 of 351

FCA 2024/23 (4) is applying to transfer the listing of its equity shares to the equity shares (shell companies) category. Duration of transitional arrangements 3.2 R UKLR TP 3 applies from 29 July 2024. Specific information required in circular or announcement 3.3 R (1) UKLR 21.5.12G(2) does not apply. (2) In UKLR 21.5.12G(4), the reference to UKLR 21.5.15R(3) must be read as a reference to UKLR 21.5.15R(3) as modified by UKLR TP 3.6R. Compliance with eligibility requirements 3.4 R (1) UKLR 21.5.14R(1) does not apply. (2) An issuer applying for a transfer of its securities must comply with the eligibility requirements set out in UKLR 13.2 (Requirements for listing) except for: (a) UKLR 13.2.4R (Equity shares in public hands); and (b) UKLR 13.2.6R (Shares of a third country shell company). 3.5 G When considering an application for a transfer of listing to the equity shares (shell companies) category, the FCA will consider whether the issuer has adequate procedures, systems and controls in place to comply with the continuing obligations set out in UKLR 13.3 which do not apply to the issuer under UKLR 22. Approval of transfer 3.6 R UKLR 21.5.15R(3) must be read as if the words ‘all eligibility requirements that would apply if the issuer was seeking admission to listing of the securities to the category of listing to which it wishes to transfer’ are replaced by ‘the eligibility requirements set out in UKLR 13.2 (Requirements for listing) except for UKLR 13.2.4R (Equity shares in public hands) and UKLR 13.2.6R (Shares of a third country shell company)’. Sponsor 3.7 R The sponsor must take reasonable steps to satisfy itself that the director or directors of the issuer understand the responsibilities and obligations under UKLR 13 which do not apply to the issuer under UKLR 22. 3.8 R UKLR 24.3.12R is modified as follows: (1) UKLR 24.3.12R(1) must be read as if the words ‘each listing rule requirement relevant to the category of listing to which it wishes to Page 333 of 351

FCA 2024/23 transfer’ are replaced by ‘the eligibility requirements set out in UKLR 13.2 (Requirements for listing) except for UKLR 13.2.4R (Equity shares in public hands) and UKLR 13.2.6R (Shares of a third country shell company)’; (2) UKLR 24.3.12R(2) must be read as if the words ‘Sponsor’s Declaration for a Transfer of Listing’ are replaced by ‘Sponsor’s Declaration for a Transfer of Listing: modified transfer process’; and (3) UKLR 24.3.12R(3) must be read as if the words ‘in considering the transfer between listing categories’ are replaced by ‘in considering the transfer between listing categories as modified by UKLR TP 3’. [Note: The ‘Sponsor’s Declaration for a Transfer of Listing: modified transfer process can be found on the Primary Markets section of the FCA’s website.] 3.9 R UKLR 24.3.13R is modified as follows: (1) the reference to ‘a Sponsor’s Declaration for a Transfer of Listing’ is replaced by ‘a Sponsor’s Declaration for a Transfer of Listing: modified transfer process’; (2) UKLR 24.3.13R(1) must be read as if the words ‘all eligibility requirements of the listing rules that are relevant to the new category to which it is seeking to transfer’ are replaced by ‘the eligibility requirements set out in UKLR 13.2 (Requirements for listing) except for UKLR 13.2.4R (Equity shares in public hands) and UKLR 13.2.6R (Shares of a third country shell company)’; (3) UKLR 24.3.13R(3) must be read as if the words ‘the listing rules’ are replaced by ‘the obligations set out in UKLR 13.3 which do not apply to the issuer under UKLR 22’; and (4) UKLR 24.3.13R(4) does not apply. 3.10 R A sponsor must provide confirmation to the FCA that it has not identified any adverse information that would lead it to conclude that the issuer would not be able to comply with its obligations under the listing rules, the disclosure requirements and the transparency rules. 3.11 R UKLR 24.3.14R must be read as if the words ‘UKLR 24.3.13R(3) and UKLR 24.3.13R(4) do not’ are replaced by ‘UKLR 24.3.13R(3) as modified by UKLR TP 3.9R(3) does not’. UKLR Transfer between listing categories transitional provisions – transfers from TP 4 the equity shares (transition) category into the equity shares (international commercial companies secondary listing) category Page 334 of 351

FCA 2024/23 Application 4.1 R UKLR TP 4 applies to an issuer with a listing of equity shares in the equity shares (transition) category which: (1) has had a listing of equity shares for a continuous period of at least 18 months prior to the date on which it notifies the FCA of its proposal to transfer the category of its listing; (2) does not have the listing of any of its securities suspended and has not had the listing of any of its securities suspended during the period of 18 months prior to the date on which it notifies the FCA of its proposal to transfer the category of its listing; (3) has complied with its obligations under the listing rules, the disclosure requirements, the transparency rules and the corporate governance rules during the period of 18 months prior to the date on which it notifies the FCA of its proposal to transfer the category of its listing; (4) is not undergoing, and has not undergone during the period of 18 months prior to the date on which it notifies the FCA of its proposal to transfer the category of its listing, a significant change to its business; and (5) is applying to transfer the listing of its equity shares to the equity shares (international commercial companies secondary listing) category. Duration of transitional arrangements 4.2 R UKLR TP 4 applies from 29 July 2024. Specific information required in circular or announcement 4.3 R (1) UKLR 21.5.12G(2) does not apply. (2) In UKLR 21.5.12G(4), the reference to UKLR 21.5.15R(3) must be read as a reference to UKLR 21.5.15R(3) as modified by UKLR TP 4.6R. Compliance with eligibility requirements 4.4 R (1) UKLR 21.5.14R(1) does not apply. (2) An issuer applying for a transfer of its securities must comply with the eligibility requirements set out in: (a) UKLR 14.2.1R (Incorporation); (b) UKLR 14.2.4R (Place of central management and control); and (c) UKLR 14.2.6 (Qualifying home listing). Page 335 of 351

FCA 2024/23 4.5 G When considering an application for a transfer of listing to the equity shares (international commercial companies secondary listing) category, the FCA will consider whether the issuer has adequate procedures, systems and controls in place to comply with the continuing obligations set out in UKLR 14.3 which do not apply to the issuer under UKLR 22. Approval of transfer 4.6 R UKLR 21.5.15R(3) must be read as if the words ‘all eligibility requirements that would apply if the issuer was seeking admission to listing of the securities to the category of listing to which it wishes to transfer’ are replaced by ‘the eligibility requirements set out in UKLR 14.2.1R (Incorporation), UKLR 14.2.4R (Place of central management and control) and UKLR 14.2.6 (Qualifying home listing)’. UKLR Transfer between listing categories transitional provisions – transfers from the equity shares (international commercial companies secondary listing) TP 5 category into the equity shares (commercial companies) category Application 5.1 R UKLR TP 5 applies to an issuer with a listing of equity shares in the equity shares (international commercial companies secondary listing) category which: (1) is a listed company which: (a) had equity shares admitted to what was previously known as ‘standard listing’ under the Listing Rules sourcebook (as it applied immediately before 29 July 2024) immediately before 29 July 2024; or (b) was an inflight applicant as defined in UKLR TP 1R(1); (2) has had a listing of equity shares for a continuous period of at least 18 months prior to the date on which it notifies the FCA of its proposal to transfer the category of its listing; (3) does not have the listing of any of its securities suspended and has not had the listing of any of its securities suspended during the period of 18 months prior to the date on which it notifies the FCA of its proposal to transfer the category of its listing; (4) has complied with its obligations under the listing rules, the disclosure requirements, the transparency rules and the corporate governance rules during the period of 18 months prior to the date on which it notifies the FCA of its proposal to transfer the category of its listing; Page 336 of 351

FCA 2024/23 (5) is not undergoing, and has not undergone during the previous 18 months prior to the date on which it notifies the FCA of its proposal to transfer the category of its listing, a significant change to its business; and (6) is applying to transfer the listing of its equity shares to the equity shares (commercial companies) category. Duration of transitional arrangements 5.2 R UKLR TP 5 applies from 29 July 2024. Specific information required in circular or announcement 5.3 R (1) UKLR 21.5.12G(2) does not apply. (2) In UKLR 21.5.12G(4), the reference to UKLR 21.5.15R(3) must be read as a reference to UKLR 21.5.15R(3) as modified by UKLR TP 5.6R. Compliance with eligibility requirements 5.4 R (1) UKLR 21.5.14R(1) does not apply. (2) An issuer applying for a transfer of its securities must comply with the eligibility requirements set out in: (a) UKLR 5.2 (Externally managed companies); (b) UKLR 5.3 (Controlling shareholders); and (c) UKLR 5.4 (Constitutional arrangements). 5.5 G When considering an application for a transfer of listing to the equity shares (commercial companies) category, the FCA will consider whether the issuer has adequate procedures, systems and controls in place to comply with the continuing obligations set out in UKLR 6 to UKLR 10 which do not apply to the issuer under UKLR 14, including in relation to: (1) identifying whether any obligations arise under UKLR 7 (Equity shares (commercial companies): significant transactions and reverse takeovers) and UKLR 8 (Equity shares (commercial companies): related party transactions); and (2) complying with the requirements in UKLR 6.6 (Annual financial report). Approval of transfer 5.6 R UKLR 21.5.15R(3) must be read as if the words ‘all eligibility requirements that would apply if the issuer was seeking admission to listing of the securities to the category of listing to which it wishes to transfer’ are replaced by ‘the eligibility requirements set out in UKLR 5.2 (Externally managed companies), Page 337 of 351

FCA 2024/23 UKLR 5.3 (Controlling shareholders) and UKLR 5.4 (Constitutional arrangements)’. Sponsor 5.7 R The sponsor must take reasonable steps to satisfy itself that the director or directors of the issuer understand the responsibilities and obligations under UKLR 6 to UKLR 10 which do not apply to the issuer under UKLR 14. 5.8 R UKLR 24.3.12R is modified as follows: (1) UKLR 24.3.12R(1) must be read as if the words ‘each listing rule requirement relevant to the category of listing to which it wishes to transfer’ are replaced by ‘the eligibility requirements set out in UKLR 5.2 (Externally managed companies), UKLR 5.3 (Controlling shareholders) and UKLR 5.4 (Constitutional arrangements)’; (2) UKLR 24.3.12R(2) must be read as if the words ‘Sponsor’s Declaration for a Transfer of Listing’ are replaced by ‘Sponsor’s Declaration for a Transfer of Listing: modified transfer process’; and (3) UKLR 24.3.12R(3) must be read as if the words ‘in considering the transfer between listing categories’ are replaced by ‘in considering the transfer between listing categories as modified by UKLR TP 5’. [Note: The ‘Sponsor’s Declaration for a Transfer of Listing: modified transfer process’ can be found on the Primary Markets section of the FCA’s website.] 5.9 R UKLR 24.3.13R is modified as follows: (1) the reference to ‘a Sponsor’s Declaration for a Transfer of Listing’ is replaced by ‘a Sponsor’s Declaration for a Transfer of Listing: modified transfer process’; (2) UKLR 24.3.13R(1) must be read as if the words ‘all eligibility requirements of the listing rules that are relevant to the new category to which it is seeking to transfer’ are replaced by ‘the eligibility requirements set out in UKLR 5.2 (Externally managed companies), UKLR 5.3 (Controlling shareholders) and UKLR 5.4 (Constitutional arrangements)’; (3) UKLR 24.3.13R(3) must be read as if the words ‘the listing rules’ are replaced by ‘the obligations set out in UKLR 6 to UKLR 10 which do not apply to the issuer under UKLR 14’; and (4) UKLR 24.3.13R(4) does not apply. 5.10 R A sponsor must provide confirmation to the FCA that it has not identified any adverse information that would lead it to conclude that the issuer would not be able to comply with its obligations under the listing rules, the disclosure requirements and the transparency rules. Page 338 of 351

FCA 2024/23 5.11 R UKLR 24.3.14R must be read as if the words ‘UKLR 24.3.13R(3) and UKLR 24.3.13R(4) do not’ are replaced by ‘UKLR 24.3.13R(3) as modified by UKLR TP 5.9R(3) does not’. UKLR Transitional provisions for mid-flight transactions by former premium TP 6 listed issuers Application 6.1 R UKLR TP 6 applies to an issuer which: (1) had what was previously known as ‘premium listing’ under the Listing Rules sourcebook (as it applied immediately before 29 July 2024) immediately before 29 July 2024; and (2) has a listing of equity shares in the equity shares (commercial companies) category or the closed-ended investment funds category from 29 July 2024. Definitions 6.2 R For the purposes of this transitional provision, a ‘mid-flight transaction’ is a transaction which: (1) was underway immediately prior to 29 July 2024 (the ‘transition date’); (2) had not completed prior to that date; and (3) is classified as one of the following under the UKLR sourcebook: (a) a significant transaction; (b) an indemnity or similar arrangement subject to UKLR 7.4.1R; (c) an issue by a major subsidiary undertaking subject to UKLR 7.4.4R; (d) a reverse takeover; or (e) a related party transaction. Purpose 6.3 G (1) The purpose of this transitional provision is to set out how the obligations in the UKLR sourcebook apply to mid-flight transactions which were subject to the premium listing rules in the Listing Rules sourcebook immediately before the transition date. Page 339 of 351

FCA 2024/23 (2) From the transition date, a transaction will be classified in accordance with the criteria specified in the UKLR sourcebook rather than the Listing Rules sourcebook. Furthermore, a mid-flight transaction that remains in scope of UKLR requirements will not be required to comply with any obligations in the Listing Rules sourcebook that have not been carried forward to the UKLR sourcebook. (3) For example, this means that an issuer can cease to treat a transaction as a significant transaction, a related party transaction or a reverse takeover from the transition date if it does not qualify as such under the UKLR sourcebook, and cease complying with relevant obligations accordingly. Transactions which are not within the scope of UKLR 7 or UKLR 8 are also not required to be aggregated under the relevant UKLR requirements. An issuer may no longer be required to maintain the appointment of a sponsor, if the obligation to appoint a sponsor has not been included in the UKLR sourcebook. (4) However, mid-flight transactions will generally have to comply in full with all obligations relevant to the transaction in the UKLR sourcebook, including, for example, the UKLR notification requirements (even where the transaction has previously been notified to a RIS under the Listing Rules sourcebook). This avoids information gaps arising because of the more substantial notification requirements in the UKLR sourcebook and ensures that all relevant information is contained in a single notification or can easily be located from a single notification in the case of significant transactions. An issuer will generally be required to make the new, UKLR-compliant RIS notification as soon as reasonably practicable after the transition date and prior to completion. (5) We make an exception if an issuer has sent a circular to shareholders about a mid-flight transaction under the Listing Rules sourcebook. The transitional provision allows such a circular to be treated as meeting comparable circular requirements under the UKLR sourcebook, or (to the extent the circular requirements have been replaced by RIS notifications) the RIS notification requirements under the UKLR sourcebook. This reduces duplication and ensures that new UKLR requirements apply proportionately. (6) Where an obligation has not in substance changed from the Listing Rules sourcebook to the UKLR sourcebook, an issuer does not need to comply twice. For example, if a reverse takeover has already received shareholder approval but has not yet completed on the transition date, it does not need to re-obtain approval after the transition date unless the terms of the transaction materially change. Mid-flight transactions subject to UKLR sourcebook Page 340 of 351

FCA 2024/23 6.4 R An issuer must comply with all obligations relevant to a mid-flight transaction in the UKLR sourcebook, subject to the modifications in UKLR TP 6.5R to UKLR TP 6.7R. RIS notification obligations 6.5 R (1) The obligations to notify a RIS under UKLR 7.3.1R, UKLR 7.4.1R, UKLR 7.4.3R, UKLR 7.5.1R and UKLR 8.2.1R(4) are modified as set out in (2) and (3). (2) The obligation to notify a RIS under UKLR 7.3.1R (including as applied by UKLR 7.4.1R, UKLR 7.4.4R and UKLR 7.5.1R) is modified so that an issuer that has already made an RIS notification for a mid￾flight transaction under the Listing Rules sourcebook is required to make a new notification under the UKLR sourcebook in respect of the mid-flight transaction as soon as reasonably practicable after 29 July 2024, but in any event prior to completion of the transaction. The new notification must include: (a) all information required by UKLR 7.3.1R which has not been included in the RIS notification made under the Listing Rules sourcebook; and (b) a hyperlink to the RIS notification made under the Listing Rules sourcebook. (3) The obligation to notify a RIS under UKLR 8.2.1R(4) is modified so that an issuer that has already made an RIS notification for a mid-flight transaction under the Listing Rules sourcebook is required to make a new notification under the UKLR sourcebook in respect of the mid￾flight transaction as soon as reasonably practicable after 29 July 2024, but in any event prior to completion of the transaction. The new notification must include all information required by UKLR 8.2.2R and UKLR 8.2.3R. Significant transactions and related party transactions 6.6 R (1) An issuer may treat a significant transaction circular or related party transaction circular sent to shareholders in accordance with all relevant requirements of the Listing Rules sourcebook as fulfilling its obligation to notify a RIS under: (a) UKLR 7.3.1R, UKLR 7.4.1R, UKLR 7.4.4R or UKLR 8.2.1R(4), as modified by UKLR TP 6.5R; (b) UKLR 7.3.2R; or Page 341 of 351

FCA 2024/23 (c) UKLR 7.3.4R (if applicable). (2) If an issuer becomes aware of any matter specified in UKLR 7.3.13R(1) or UKLR 8.2.8R(1) (as appropriate) as it affects the circular in (1), it must make a supplementary RIS notification in accordance with the relevant requirements in the UKLR sourcebook. Reverse takeovers circulars and relevant related party transaction circulars 6.7 R (1) An issuer may treat a reverse takeover circular sent to shareholders in accordance with all relevant requirements of the Listing Rules sourcebook as fulfilling its obligation to notify a RIS and send a reverse takeover circular to shareholders under UKLR 7.5.1R. (2) A closed-ended investment fund may treat a relevant related party transaction circular sent to shareholders in accordance with all relevant requirements of the Listing Rules sourcebook as fulfilling its obligation to notify an RIS and send a relevant related party transaction circular to shareholders under UKLR 11.5.5R. (3) If an issuer becomes aware of any matter specified in UKLR 7.5.5R(2) or UKLR 11.5.10R(2) (as appropriate) as it affects the circular in (1) or (2), it must advise the FCA and send a supplementary circular to shareholders in accordance with the relevant requirements in the UKLR sourcebook. Interpretation 6.8 R Where this transitional provision modifies provisions in UKLR, or allows an issuer to treat compliance with an obligation in the Listing Rules sourcebook as fulfilling a comparable obligation in the UKLR sourcebook, other provisions must be interpreted accordingly so as to ensure that they operate appropriately. 6.9 R In this transitional provision, references to provisions in UKLR 7 and UKLR 8 include references to these provisions as applied and modified by UKLR 11. UKLR Transitional provisions in relation to shell companies under UKLR 13 and TP 7 consequential amendments for shell companies under UKLR 4 and UKLR 24 (relating to sponsors) Purpose 7.1 G (1) The purpose of this transitional provision is to set out how the listing rules apply to former standard and premium listed issuers with, or inflight applicants (as defined in UKLR TP 1R(1)) applying for, a listing Page 342 of 351

FCA 2024/23 of equity shares before 29 July 2024 (the ‘transition date’) that are listed in the equity shares (shell companies) category from 29 July 2024. (2) From the transition date, shell companies and inflight applicants described in (1) will have 1 year from 29 July 2024 as a transitional period (as defined in UKLR TP 7.3R) to complete their operations if they can be completed during the transition period or make the necessary changes to comply with the proposed additional requirements set out in UKLR 13. For shell companies and inflight applicants this means, from the transition date, together with the 1-year transitional period above, they may have up to a maximum of 6.5 years to complete an initial transaction, provided the requirements in UKLR 13.2.1R are met. (3) While inflight applicants may be admitted to the equity shares (shell companies) category at any point within 1 year of 29 July 2024, the transitional period in (2) will still apply to inflight applicants, so the transitional period may be shorter in the case of such inflight applicants. (4) Further non-exhaustive examples of how UKLR TP 7 applies in practice are set out below: (a) Where an inflight applicant or shell company under (1) has, prior to 29 July 2024, satisfied the following rule and guidance provisions in the Listing Rules sourcebook (or in the case of UKLR TP 7.1(4)(a)(v) continues to satisfy the relevant requirement) as it applied immediately before 29 July 2024: (i) 5.6.18AG (relating to conditions); (ii) 5.6.18CR (relating to the confirmation requirements); (iii) 5.6.18DR (relating to announcement requirement); (iv) 5.6.18ER (relating to the publication requirement); and (v) 5.6.18FR (relating to the requirement to contact the FCA), the FCA will generally be satisfied that the shell company has sufficient measures in place to protect investors and so that the smooth operation of the market is not temporarily jeopardised such that a suspension is not required under UKLR 13. Page 343 of 351

FCA 2024/23 (b) Where an inflight applicant or shell company under (1) has, prior to 29 July 2024, not yet satisfied UKLR TP 7.1(4)(a)(ii) to (v) above, but satisfies UKLR TP 7.1G(4)(a)(i) during the transitional period, subject to the inflight applicant or shell company meeting UKLR TP 7.1G(4)(a)(ii) to (v) at the required time under the Listing Rules sourcebook (as it applied immediately before 29 July 2024), the FCA will generally be satisfied that the shell company has sufficient measures in place to protect investors and so that the smooth operation of the market is not temporarily jeopardised such that a suspension is not required under UKLR 13. (c) A shell company under (1) is not required to comply with the requirements in relation to an initial transaction under UKLR 13.4.22R where, prior to 29 July 2024, the shell company was required under the Listing Rules sourcebook (as it applied immediately before 29 July 2024) to announce the reverse takeover on a RIS. In any event, a shell company will need to comply with its obligations under the listing rules and the disclosure requirements and transparency rules, as applicable. Application 7.2 R (1) This transitional provision applies to an issuer which: (a) is a shell company which had securities admitted to what was previously known as ‘standard listing’ or ‘premium listing’ under the Listing Rules sourcebook (as it applied immediately before 29 July 2024); or (b) is a shell company which is an inflight applicant (as defined in UKLR TP 1.1R) whose submission for an eligibility review related to an application for the admission of securities to what was previously known as ‘standard listing’ under the Listing Rules sourcebook (as it applied immediately before 29 July 2024), and is listed in the equity shares (shell companies) category in the case of (1)(a) or would be listed, in the case of (1)(b), if its application for admission to the equity shares (shell companies) category was approved, from 29 July 2024. (2) An issuer under UKLR TP 7.2R must comply with all obligations in the UKLR sourcebook, subject to the modifications in UKLR TP 7.4R to UKLR TP 7.8R. Length of transitional period Page 344 of 351

FCA 2024/23 7.3 R For the purposes of UKLR TP 7, ‘transitional period’ means 1 year from 29 July 2024. UKLR 13 requirements not applicable to issuers under UKLR TP 7.2R 7.4 R During the transitional period, an issuer under UKLR TP 7.2R is not required to comply with: (1) UKLR 13.1.5G and UKLR 13.1.7G (When a sponsor must be appointed); (2) UKLR 13.2.1R and UKLR 13.3.2R (Time period for initial transaction to be completed); (3) UKLR 13.2.7R and UKLR 13.2.8R (Disclosures to be published in a prospectus); (4) UKLR 13.3.3R (Board approval of any initial transaction) ; (5) UKLR 13.3.7R (Notification of non-compliance with continuing obligations); (6) UKLR 13.4.4R (contact requirements in relation to requirement for a suspension), UKLR 13.4.11R and UKLR 13.4.15R (relating to a written confirmation that must be given by a sponsor); (7) UKLR 13.4.22R and UKLR 13.4.23R (Notification of an initial transaction); or (8) UKLR 13.4.24R (Cancellation of listing). Listing Rules sourcebook requirements that apply where UKLR TP 7.4R(7) applies 7.5 G For an initial transaction, where UKLR TP 7.4R(7) applies, the FCA would expect a shell company to comply with the disclosure and notification requirements under section 5.6 of the Listing Rules sourcebook (as it applied immediately before 29 July 2024). Where the FCA will be satisfied that a suspension is not required where an issuer has met comparable Listing Rules conditions and obligations and consequential amendments 7.6 R (1) During the transitional period, where a shell company or an inflight applicant under UKLR TP 7.2R has satisfied the provisions in (2) (or, in the case of UKLR TP 7.6R(2)(e), continues to satisfy the relevant requirement), the FCA will generally be satisfied that the shell company has sufficient measures in place to protect investors and so that the smooth operation of the market is not temporarily jeopardised such that: Page 345 of 351

FCA 2024/23 (a) a suspension is not required under UKLR 13.4.17G; and (b) the relevant confirmation under UKLR 13.4.19R(2) will not be required. (2) The provisions in (1) are the following rule and guidance provisions in the Listing Rules sourcebook as it applied immediately before 29 July 2024: (a) 5.6.18AG (relating to conditions); (b) 5.6.18CR (relating to the confirmation requirements); (c) 5.6.18DR (relating to the announcement requirement); (d) 5.6.18ER (relating to the publication requirement); and (e) 5.6.18FR (relating to the requirement to contact the FCA). (3) During the transitional period, where an inflight applicant or shell company under UKLR TP 7.2R has prior to 29 July 2024 not yet satisfied UKLR TP 7.6R(2)(b) to (e), but satisfies UKLR TP 7.6R(2)(a) during the required time under the Listing Rules sourcebook as it applied immediately before 29 July 2024, the FCA will generally be satisfied that the shell company has sufficient measures in place to protect investors and so that the smooth operation of the market is not temporarily jeopardised such that: (a) a suspension is not required under UKLR 13.4.17G; and (b) the relevant confirmation under UKLR 13.4.19R(2) will not be required, subject to the inflight applicant or shell company under UKLR TP 7.2R satisfying UKLR TP 7.6R(2)(b) to (e) at the required time under the Listing Rules (as it applied immediately before 29 July 2024). (4) UKLR 13.4.20R must be read as follows: (a) the reference to UKLR 13.4.17G must be read as a reference to 5.6.18AG in the Listing Rules sourcebook as it applied immediately before 29 July 2024; and (b) the reference to UKLR 13.4.19R must be read as a reference to 5.6.18CR(1) in the Listing Rules sourcebook as it applied immediately before 29 July 2024. Page 346 of 351

FCA 2024/23 (5) UKLR 13.4.21R must be read as if the references to ‘sponsor’ are replaced by ‘issuer’. Certain UKLR 4 requirements not applicable to issuers under UKLR TP 7.2R 7.7 R During the transitional period, an issuer under UKLR TP 7.2R is not required to comply with: (1) UKLR 4.2.1R (When a sponsor must be appointed); or (2) UKLR 4.2.6R (Other transactions where an issuer must obtain a sponsor’s guidance). Certain UKLR 24 requirements not applicable to sponsors 7.8 R (1) During the transitional period, an issuer under UKLR TP 7.2R(1)(b) is not required to comply with the UKLR 4 requirements in UKLR TP 7.7R and, as a result, a sponsor is not required to comply with UKLR 24.3.1R to UKLR 24.3.3R (relating to a sponsor’s role in an application for admission and the procedure for new applicants). (2) During the transitional period, an issuer under UKLR TP 7.2R is not required to comply with the UKLR 4 requirements in UKLR TP 7.7R and, as a result, a sponsor is not required to comply with: (a) UKLR 24.3.5R to UKLR 24.3.7R (relating to a sponsor’s role in further issues relating to an application and the procedure for admission); or (b) UKLR 24.3.15R (Initial transactions). Interpretation 7.9 R Where UKLR TP 7 modifies provisions in UKLR, or allows an issuer to treat compliance with a historic obligation in the Listing Rules sourcebook (as it applied immediately before 29 July 2024) as fulfilling a corresponding obligation in the UKLR sourcebook, other provisions in the UKLR sourcebook must be interpreted accordingly so as to ensure that the relevant regulatory requirements operate appropriately. UKLR Transitional provisions: Companies Act 2006 transitional provisions – class TP 8 consent for purchase of own equity shares (1) (2) Material to which the transitional (3) (4) Transitional provision (5) Transitional provision: (6) Handbook provision: Page 347 of 351

FCA 2024/23 provision applies dates in force coming into force

1. UKLR 9.6.7R(2) R A company may obtain the approval required by UKLR 9.6.7R(2) by extraordinary resolution (rather than a special resolution) if there is a reference to an extraordinary resolution in the company’s memorandum and articles which requires or permits it and which continues to have effect by virtue of article 9 and paragraph 23 of Schedule 3 of The Companies Act 2006 (Commencement No.3, Consequential Amendments, Transitional Provisions and Savings) Order 2007. From 29 July 2024 until further notice 29 July 2024 UKLR Transitional provisions for a prospectus approved before IP completion day TP 9 (1) (2) Material to which the transitional provision applies (3) (4) Transitional provision (5) Transitional provision: dates in force (6) Handbook provision: coming into force
2. UKLR 7.3.6R, 7.3.7R, UKLR 10.1.3R, UKLR 10.4.1R and UKLR 20.4.8R R For the purposes of these rules, references to a prospectus include: For UKLR 20.4.8R, a period of 6 years following IP completion day. For UKLR 7.3.6R, UKLR 7.3.7R, UKLR 10.1.3R and UKLR 10.4.1R, an indefinite period of time. 29 July 2024 (1) a prospectus referred to under regulation 74 of the Prospectus (Amendment etc.) (EU Exit) Regulations 2019; and (2) a prospectus approved by the FCA before IP completion day. Page 348 of 351

FCA 2024/23 UKLR Transitional provisions in relation to market capitalisation under UKLR TP 10 3.2.7R(1) Transitional provisions for applications for admission to listing (1) (2) Material to which the transitional provision applies (3) (4) Transitional provision (5) Transitional provision: dates in force (6) Handbook provision: coming into force

1. UKLR 3.2.7R(1) R These transitional provisions apply to an applicant for the admission of shares: Indefinitely 29 July 2024 (1) that made a complete submission to the FCA for an eligibility review for listing by 4pm on 2 December 2021; (2) whose submission for an eligibility review for listing has not been withdrawn or lapsed; (3) that made an application for listing in accordance with chapter 3 of the Listing Rules sourcebook on or before 2 June 2023; and (4) whose overall business proposition had not materially changed between its submission in (1) and when it applied for listing in (3). [Note: Guidance on submissions for an eligibility review for listing can be accessed on the FCA’s Knowledge Base at https://www.fca.org.uk/mar Page 349 of 351

FCA 2024/23 kets/ primary￾markets/knowledge-base.] 2. UKLR 3.2.7R(1) R The expected aggregate market value of all shares (excluding treasury shares) to be listed must be at least £700,000. Indefinitely 29 July 2024 Transitional provisions for shell companies (1) (2) Material to which the transitional provision applies (3) (4) Transitional provision (5) Transitional provision: dates in force (6) Handbook provision: coming into force

1. UKLR R These transitional provisions Indefinitely 29 July 3.2.7R(1) apply to a shell company: 2024 (1) that had a listing of shares or certificates representing equity securities immediately before 3 December 2021; and (2) that made complete submissions to the FCA for an eligibility review for listing and a prospectus review in relation to its proposed application for listing in accordance with rule 5.6.21 of the Listing Rules sourcebook by 4pm on 1 December 2023; and (3) whose submissions for an eligibility review for listing and a prospectus review have not been withdrawn or lapsed. [Note: Guidance on submissions for an eligibility review for Page 350 of 351

FCA 2024/23 listing and a prospectus review can be accessed on the FCA’s Knowledge Base at https://www.fca.org.uk/markets/ primary-markets/knowledge￾base.] 2. UKLR 3.2.7R(1) R The expected aggregate market value of all shares (excluding treasury shares) to be listed must be at least £700,000. Indefinitely 29 July 2024 Transitional provisions for issuers of listed shares (1) (2) Material to which the transitional provision applies (3) (4) Transitional provision (5) Transitional provision: dates in force (6) Handbook provision: coming into force

1. UKLR 3.2.7R(1) R These transitional provisions apply to an issuer (except a closed-ended investment fund or Indefinitely 29 July 2024 an open-ended investment company) that: (1) had at least 1 class of listed shares immediately before 3 December 2021; (2) continues to have at least 1 class of listed shares; and (3) is applying for another class of shares to be listed.
2. UKLR 3.2.7R(1) R The expected aggregate market value of all shares (excluding treasury shares) to be listed must be at least £700,000. Indefinitely 29 July 2024 Page 351 of 351

Appendix 2 Made rules (legal instrument – consequential changes)

FCA 2024/24 UK LISTING RULES (CONSEQUENTIAL AMENDMENTS) INSTRUMENT 2024 Powers exercised A. The Financial Conduct Authority (“the FCA”) makes this instrument in the exercise of the following powers and related provisions: (1) the following sections of the Financial Services and Markets Act 2000 (“the Act”): (a) section 73A (Part 6 Rules); (b) section 89A (Transparency rules); (c) section 89O (Corporate governance rules); (d) section 89P (Primary information providers); (e) section 137A (The FCA’s general rules); (f) section 137D (FCA general rules: product intervention); (g) section 137H (General rules about remuneration); (h) section 137R (Financial promotion rules); (i) section 137T (General supplementary powers); (j) section 138D (Actions for damages); (k) section 139A (Power of the FCA to give guidance); (l) section 238(5) (Restrictions on promotion); and (m) paragraph 23 (Fees) of Part 3 (Penalties and fees) of Schedule 1ZA (The Financial Conduct Authority); and (2) the other rule and guidance making powers listed in Schedule 4 (Powers exercised) to the General Provisions of the FCA’s Handbook. B. The rule-making provisions listed above are specified for the purposes of section 138G(2) (Rule-making instruments) of the Act. Commencement C. This instrument comes into force on 29 July 2024, immediately after the UK Listing Rules Instrument 2024 (FCA 2024/23) comes into force. Amendments to the Handbook D. The modules of the FCA’s Handbook of rules and guidance listed in column (1) below are amended in accordance with the Annexes to this instrument listed in column (2). (1) (2) Glossary of definitions Annex A Code of Conduct sourcebook (COCON) Annex B Statements of Principle and Code of Practice for Approved Persons sourcebook (APER) Annex C Fees manual (FEES) Annex D

FCA 2024/24 Conduct of Business sourcebook (COBS) Annex E Environmental, Social and Governance sourcebook (ESG) Annex F Decision Procedure and Penalties manual (DEPP) Annex G Disclosure Guidance and Transparency Rules sourcebook (DTR) Annex H Amendments to material outside the Handbook E. The Enforcement Guide (EG) is amended in accordance with Annex I to this instrument. Notes F. In the Annexes to this instrument, the notes (indicated by “Note:”) are included for the convenience of readers but do not form part of the legislative text. Citation G. This instrument may be cited as the UK Listing Rules (Consequential Amendments) Instrument 2024. By order of the Board 27 June 2024 Page 2 of 27

FCA 2024/24 Annex A Amendments to the Glossary of definitions In this Annex, underlining indicates new text and striking through indicates deleted text. Amend the following definitions as shown. mineral expert’s report (in LR) a competent person’s report prepared in accordance with paragraph 133 of section III.2 of the technical note on PR disclosure and specialist issuers. venture capital trust (in LR) a company which is, or which is seeking to become, approved as a venture capital trust under section 842AA of the Income and Corporation Taxes Act 1988. significant transaction (1) (in FEES) a transaction where: (a) the issuer has a market capitalisation of less than £1.5billion and has submitted to the FCA for approval or review a document in relation to a reverse takeover, hostile takeover or significant restructuring; or: (i) a reverse takeover by an issuer that does not have a listing in the equity shares (commercial companies) category and is not a closed-ended investment fund; (ii) an initial transaction; (iii) a hostile takeover; or (iv) a significant restructuring; or (b) the issuer has a market capitalisation that is equal to or more than £500million and less than £5billion and has submitted to the FCA for approval or review: (i) a prospectus for equity securities or specified exempted documents; or (ii) a prospectus or listing particulars in relation to a certificate representing certain securities; or (iii) a document in relation to a class 1 transaction. reverse takeover by an issuer with a listing in the equity shares (commercial companies) category; or Page 3 of 27

FCA 2024/24 (iv) a document in relation to a reverse takeover by a closed-ended investment fund. … super a transaction where: transaction (a) the issuer has a market capitalisation that is equal to or more than £1.5billion; and (i) the issuer is a new applicant for a premium listing listing in the equity shares (commercial companies) category or the closed￾ended investment funds category; or (ii) it has submitted to the FCA for approval or review a document in relation to a reverse takeover, hostile takeover or significant restructuring; or: (A) a reverse takeover by an issuer that does not have a listing in the equity shares (commercial companies) category and is not a closed-ended investment fund; (B) an initial transaction; (C) a hostile takeover; or (D) a significant restructuring; or (b) the issuer has a market capitalisation that is equal to or more than £5billion and has submitted to the FCA for approval or review: (i) a prospectus for equity securities or specified exempted documents; or (ii) a prospectus or listing particulars in relation to a certificate representing certain securities; or (iii) a document in relation to a class 1 transaction. reverse takeover by an issuer with a listing in the equity shares (commercial companies) category; or (iv) a document in relation to a reverse takeover by a closed-ended investment fund. Page 4 of 27

FCA 2024/24 Annex B Amendments to the Code of Conduct sourcebook (COCON) In this Annex, underlining indicates new text and striking through indicates deleted text. 3 General factors for assessing compliance 3.1 General factors for assessing compliance … 3.1.7 G UK domestic firms with a premium listing listing in the equity shares (commercial companies) category or the closed-ended investment funds category are subject to the UK Corporate Governance Code, whose internal control Provisions are explained in the publication entitled ‘Guidance on Risk Management, Internal Control and Related Financial and Business Reporting (September 2014)’ issued by the Financial Reporting Council. Therefore, firms in this category with a listing in these categories will be subject to that code, as well as to the rules in COCON. In forming an opinion as to whether a senior conduct rules staff member has complied with the rules in COCON, the FCA will give due credit if they followed corresponding Provisions in the UK Corporate Governance Code and related guidance. Page 5 of 27

FCA 2024/24 Annex C Amendments to the Statements of Principle and Code of Practice for Approved Persons sourcebook (APER) In this Annex, underlining indicates new text and striking through indicates deleted text. 3 Code of Practice for Approved Persons: general 3.1 Introduction … 3.1.9 G (1) An APER employer that has its registered office (or, if it has no registered office, its head office) in the United Kingdom with a premium listing listing in the equity shares (commercial companies) category or the closed-ended investment funds category is subject to the UK Corporate Governance Code, whose internal control Provisions are amplified in the publication entitled ‘Guidance on Risk Management, Internal Control and Related Financial and Business Reporting (September 2014)’ issued by the Financial Reporting Council. An APER employer in this category with a listing in these categories will be subject to that code as well as to the requirements and standards of the regulatory system. (2) Where (1) applies, in forming an opinion whether approved persons have complied with the requirements of the regulatory system, the FCA will give due credit for their following corresponding Provisions in the UK Corporate Governance Code and related guidance. … Page 6 of 27

FCA 2024/24 Annex D Amendments to the Fees manual (FEES) In this Annex, underlining indicates new text and striking through indicates deleted text. 1 Fees Manual 1.1 Application and Purpose … Application 1.1.2 R This manual applies in the following way: … (2) FEES 1, 2 and 4 apply to: … (g) under the Listing Rules listing rules every issuer of shares, depositary receipts and securitised derivatives; (h) under the Listing Rules (LR) listing rules every sponsor; … … … 3 Application, Notification and Vetting Fees … 3.2 Obligation to pay fees … 3.2.7 R Table of application, notification, vetting and other fees payable to the FCA … Part 2: UKLA fees Primary market fees … Page 7 of 27

FCA 2024/24 … 3 Annex Authorisation fees payable 1R … Part 7 – Change of legal status – sponsors fees An application involving only a simple change of legal status for the purposes of FEES 3.2.7R Part 2(1)(b) is from an applicant: … (2) which (subject to any changes required only as a result of the change in legal status) is to: … (b) make no changes to the systems and controls of the existing sponsor which ensure that the existing sponsor can carry out its role as sponsor in accordance with LR 8 (Sponsors: Premium listing) UKLR 24 (Sponsors); … (d) otherwise continue to comply in all respects with the criteria for approval as a sponsor set out in LR 8.6.5R UKLR 24.4.5R. … 3 Annex UKLA transaction Primary market transaction fees 12R … For the purposes of FEES 3 Annex 12R: Category A1 includes: (a) applying for eligibility for listing of securities under LR 17 UKLR 17; or (b) applying for eligibility for listing of miscellaneous securities under LR 20 UKLR 19; or Page 8 of 27

FCA 2024/24 (c) applying for eligibility for listing of equity shares where LR 6.1.1R(1) or (2) UKLR 5.1.2R(1) or (2) applies; or (ca) applying for eligibility for listing of equity shares where LR 21.2.5R(1) or (2) applies; or [deleted] (cb) applying for eligibility for listing of certificates representing shares where LR 21.6.13R(1) or (2) applies; or [deleted] … (e) applying for the approval of a material change to the published investment policy of a closed-ended investment fund under LR 15.4.8R UKLR 11.4.14R; or … Category A3 includes: (a) applying for eligibility for listing of equity shares under LR 15 UKLR 11; or (b) applying for eligibility for listing of equity shares securities under LR 16A UKLR 12; or … Category A4 includes: (a) applying for eligibility for listing of equity shares under LR 6 UKLR 5; or (b) applying for eligibility for listing of shares equity shares under LR 14 UKLR 13; or (ba) applying for eligibility for listing of equity shares under UKLR 14; or (c) applying for eligibility for listing of securities representing certain securities under LR 18 UKLR 15; or (ca) applying for eligibility for listing of non-equity shares or non-voting equity shares under UKLR 16; or (d) applying for eligibility for listing of securities under LR 19 UKLR 18; or (da) applying for eligibility for listing of equity shares under LR 21; or [deleted] (db) applying for eligibility for listing of certificates representing shares under LR 21; or [deleted] Page 9 of 27

FCA 2024/24 … … 4 Periodic fees … 4.2 Obligation to pay periodic fees … Extension of Time … 4.2.11 R Table of periodic fees payable to the FCA 1 Fee payer 2 Fee payable 3 Due date 4 Events occurring during the period leading to modified periodic fee … A listed issuer (in LR UKLR) of shares and certificates representing certain securities. FEES 4 Annex 14R Within 30 days of the date of the invoice Listed issuer (in LR UKLR) becomes subject to listing rules … … 4 Annex UKLA Primary market periodic fees for the period from 1 April 2024 to 31 14R March 2025 Part 1 Base fee Activity group or invoice code (Note 1) Description Base fee payable (£) … Page 10 of 27

FCA 2024/24 E.2 Premium listed issuer Issuer in the equity shares (commercial companies) or closed￾ended investment funds category A listed issuer of equity shares and certificates representing shares with a premium listing with a listing in the equity shares (commercial companies) or closed-ended investment funds category (see Note 2) … E.3 Standard listed issuer Listed issuer of shares and certificates representing certain securities A listed issuer of shares and certificates representing certain securities with a standard listing and not with a premium listing (see Note 2): … (1) with a listing in one of the following categories: equity shares (international commercial companies secondary listing), open-ended investment companies, equity shares (transition), equity shares (shell companies), non￾equity shares and non-voting equity shares or certificates representing certain securities (see Note 2); and (2) that does not have a listing in the equity shares (commercial companies) or closed-ended investment funds categories. … … Part 2 Variable fee additional to base fee Activity Group Market capitalisation as at the last business day of the September prior to Fee payable in £per £million or £part million Page 11 of 27

FCA 2024/24 the fee-year in which the fee is payable in £million E.2 Premium listed issuer Issuer in the equity shares (commercial companies) or closed￾ended investment funds category (as described in Part 1) 0 – 100 …

100 – 250 … 250 – 1,000 … 1,000 – 5,000 … 5,000 – 25,000 … 25,000 … Page 12 of 27

4 FCA 2024/24 Annex E Amendments to the Conduct of Business sourcebook (COBS) In this Annex, underlining indicates new text and striking through indicates deleted text. Communicating with clients, including financial promotions … 4.12B Promotion of non-mass market investments … Purpose and overview of the rules 4.12B.5 G … (7) The table below explains how the rules apply and to which non-mass market investments the rules apply, after the provisions in COBS 4.12B.4R have been applied. Handbook provision Description of the provision Which investments does the provision apply to When does the provision apply … COBS Firms must ensure All non-mass Before the 4.12B.14R that a personalised market investments financial and COBS risk warning and except for promotion is 4.12B.15R summary of the risks is made available to the client and a period of at least 24 hours (the ‘cooling off period’) is applied before the financial promotion is communicated securities in a closed-ended investment fund (i) applying for, or with, a premium listing listing in the closed-ended investment funds category and (ii) which complies with the requirement of LR 15 UKLR 11 communicated to a certified high net worth investor, self￾certified sophisticated investor or certified sophisticated investor, in reliance on the relevant exemption in COBS 4.12B.7R(5) Page 13 of 27

FCA 2024/24 … COBS Firms must ensure All non-mass At the time the 4.12B.20R, that a risk warning is market investments financial COBS provided to the client except for promotion is 4.12B.21R, securities in a communicated to COBS closed-ended a certified high 4.12B.24R investment fund (i) net worth and COBS applying for, or investor, self￾4.12B.26R with, a premium listing listing in the closed-ended investment funds category; and (ii) which complies with the requirements of LR 15 UKLR 11 certified sophisticated investor or certified sophisticated investor, in reliance on the relevant exemption in COBS 4.12B.7R(5) … … … Prior conditions for communication to certified high net worth investors, certified sophisticated investors or self-certified sophisticated investors 4.12B.14 R … (6) This rule does not apply to a financial promotion of a closed-ended investment fund applying for, or with, a premium listing listing in the closed-ended investment funds category and which complies with the requirements of LR 15 UKLR 11. … 4.12B.15 R (1) The second condition applies if a retail client requests to view a financial promotion of a non-mass market investment (including of a security in a closed-ended investment fund applying for, or with, a premium listing listing in the closed-ended investment funds category and which complies with the requirements of LR 15 UKLR 11). … Risk warning to be included in the financial promotion Page 14 of 27

FCA 2024/24 … 4.12B.21 R … (6) This rule does not apply to a financial promotion of a closed-ended investment fund applying for, or with, a premium listing listing in the closed-ended investment funds category and which complies with the requirements of LR 15 UKLR 11. … … Page 15 of 27

FCA 2024/24 Annex F Amendments to the Environmental, Social and Governance sourcebook (ESG) In this Annex, underlining indicates new text and striking through indicates deleted text. 2 Disclosure of climate related financial information … 2.2 TCFD entity report … Approach to relevant climate-related financial disclosures contained in other reports at an entity-level … 2.2.6 R (1) If a firm or a member of its group produces a document, other than its annual financial report, which includes climate-related financial disclosures consistent with the TCFD Recommendations and Recommended Disclosures in compliance with LR 9.8.6R(8) UKLR 6.6.6R(8) for its TCFD in-scope business, the firm may cross-refer to these disclosures in its TCFD entity report where this information is relevant to clients or a person who is an investor in an unauthorised AIF managed by a UK AIFM, including hyperlinks to where the relevant disclosures are available. … … Page 16 of 27

FCA 2024/24 Annex G Amendments to the Decision Procedure and Penalties manual (DEPP) In this Annex, underlining indicates new text and striking through indicates deleted text. 2 Statutory notices and the allocation of decision making … 2 Annex 1 Warning notices and decision notices under the Act and certain other enactments … Section of the Act Description Handbook reference Decision maker … 76(4)/(5) when the FCA is proposing or deciding to refuse an application for listing of securities securities LR 2 and LR 3 UKLR 3 and UKLR 20 Executive procedures 78(10)/(11)(a) when the FCA has suspended, on its own initiative, the listing of securities and is proposing or deciding to refuse an application by an issuer issuer for cancellation of the suspension LR 5 UKLR 21 Executive procedures 78A(4)/(5) When the FCA is proposing or deciding to refuse an application by the issuer of the securities for the discontinuance or suspension of the listing of the securities LR 5 UKLR 21 Executive procedures 78A(7)/(8)(a) When the FCA has suspended the listing of securities on the application of the issuer LR 5 UKLR 21 Executive procedures Page 17 of 27

FCA 2024/24 of the securities and is proposing or deciding to refuse an application by the issuer for the cancellation of the suspension … 88(4)(a) 88(6)(a) 88(8)(a) when the FCA is proposing or deciding to refuse a person’s application for approval as a sponsor LR 8 UKLR 24 Executive procedures … … 2 Annex Supervisory notices 2 Section of the Act Description Handbook reference Decision maker … 78(2)/(5) when the FCA is proposing to discontinue or discontinues the listing of a security security LR 5 UKLR 21 Executive procedures See DEPP 2.5.9G(4) and DEPP 2.5.10G 78(2)/(5) when the FCA is proposing to suspend or suspends the listing of a security LR 5 UKLR 21 Executive procedures 78A(2)/(8)(b) when the FCA discontinues or suspends the listing of a security on the application of the issuer of the security LR 5 UKLR 21 Executive procedures … Page 18 of 27

FCA 2024/24 … … 6 Penalties … 6.2 Deciding whether to take action … Action against an SMF manager under section 66A(5) of the Act … 6.2.9-E G When determining under section 66A(5)(d) of the Act whether or not an SMF manager has taken such steps as a person in their position could reasonably be expected to take to avoid the contravention of a relevant requirement by the firm occurring (or continuing), additional considerations to which the FCA would expect to have regard include, but are not limited to: … (7) whether the SMF manager acted in accordance with their statutory, common law and other legal obligations, including, but not limited to, those set out in the Companies Act 2006, the Handbook (including COCON), and, if the firm had a premium listing listing in the equity shares (commercial companies) or closed-ended investment funds category, the UK Corporate Governance Code and related guidance; … … Discipline for breaches of the Listing Principles and Premium Listing Principles 6.2.16 G The Listing Principles and Premium Listing Principles are set out in LR 7. The Listing Principles set out in LR 7.2.1R are set out in UKLR 2 and are a general statement of the fundamental obligations of all listed companies. In addition to the Listing Principles, the Premium Listing Principles set out in LR 7.2.1AR are a general statement of the fundamental obligations of all listed companies with a premium listing. The Listing Principles and Premium Listing Principles derive their authority from the FCA’s rule making powers set out in section 73A(1) (Part 6 Rules) of the Act. A Page 19 of 27

FCA 2024/24 breach of a Listing Principle or, if applicable, a Premium Listing Principle, will make a listed company liable to disciplinary action by the FCA. 6.2.17 G In determining whether a Listing Principle or Premium Listing Principle has been broken, it is necessary to look to the standard of conduct required by the Listing Principle or Premium Listing Principle in question. Under each of the Listing Principles and Premium Listing Principles, the onus will be on the FCA to show that a listed company has been at fault in some way. This requirement will differ depending upon the relevant Listing Principle or Premium Listing Principle. 6.2.18 G In certain cases, it may be appropriate to discipline a listed company on the basis of the a Listing Principle or, if applicable, a Premium Listing Principle, alone. Examples include the following: (1) where there is no detailed listing rule which prohibits the behaviour in question, but the behaviour clearly contravenes a Listing Principle or, if applicable, a Premium Listing Principle; and (2) where a listed company has committed a number of breaches of detailed rules which individually may not merit disciplinary action, but the cumulative effect of which indicates the breach of a Listing Principle or, if applicable, a Premium Listing Principle. … Page 20 of 27

FCA 2024/24 Annex H Amendments to the Disclosure Guidance and Transparency Rules sourcebook (DTR) In this Annex, underlining indicates new text and striking through indicates deleted text. 1B Introduction (Corporate governance) 1B.1 Application and purpose (Corporate governance) … Application: Corporate governance statements … 1B.1.5A G LR 9.8.7AR, LR 14.3.24R and LR 18.4.3R(2) UKLR 6.6.18R, UKLR 13.3.24R, UKLR 14.3.21R, UKLR 15.3.1R(3), UKLR 16.3.20R and UKLR 22.2.21R extend the application of DTR 7.2 (Corporate governance statements) for certain overseas companies which have securities admitted to the official list maintained by the FCA in accordance with section 74 (The official list) of the Act. Exemptions … 1B.1.8 G DTR 7.2.8AR does not apply to a listed company which: (1) is required to comply with DTR 7.2 as if it were an issuer by LR 9.8.7AR, LR 14.3.24R or LR 18.4.3R(2) UKLR 6.6.18R, UKLR 13.3.24R, UKLR 14.3.21R, UKLR 15.3.1R(3), UKLR 16.3.20R or UKLR 22.2.21R; and … … Application: Related party transactions 1B.1.10 R Except as set out in DTR 1B.1.12R, DTR 7.3 applies to an issuer: … 1B.1.11 G LR 9.2.6CR, LR 14.3.25R, LR 15.4.1R, LR 21.4.1R and LR 21.8.17AR UKLR 13.3.25R, UKLR 14.3.22R, UKLR 16.3.21R and UKLR 22.2.22R extend the application of DTR 7.3 (Related party transactions) for certain listed companies which have equity shares or certificates representing Page 21 of 27

FCA 2024/24 shares admitted to the official list maintained by the FCA in accordance with section 74 (The official list) of the Act. Exemptions 1B.1.12 R DTR 1B.1.10R does not apply to an issuer which is required to comply with the requirements in UKLR 8 (Equity shares (commercial companies): related party transactions). … 1C Introduction (Primary information providers) 1C.1 Application and purpose (Primary information providers) … 1C.1.2 G The purpose of the requirements in DTR 8 is to make the Part 6 rules permitted under section 89P of the Act in relation to primary information providers and persons applying for approval as primary information providers. [Note: When exercising its functions under Part VI of the Act, the FCA may use the name: the UK Listing Authority.] … … 2 Disclosure and control of inside information by issuers … 2.5 Delaying disclosure of inside information … Selective disclosure … 2.5.7 G … (2) Selective disclosure cannot be made to any person simply because they owe the issuer a duty of confidentiality. An issuer may, however, depending on the circumstances, be justified in disclosing inside information to certain categories of recipient (in addition to those employees of the issuer who require the information to perform their functions) as long as the recipients are bound by a duty of confidentiality. For example, an issuer contemplating a Page 22 of 27

FCA 2024/24 major transaction which requires shareholder support or which could significantly impact its lending arrangements or credit-rating may selectively disclose details of the proposed transaction to major shareholders in order to ensure the viability of the transaction (whether or not the proposed transaction requires prior shareholder approval), or to its lenders and/or credit-rating agency where the transaction could significantly impact its lending or credit rating, as long as the recipients are bound by a duty of confidentiality. An issuer may, depending on the circumstances, be justified in disclosing inside information to certain categories of recipient in addition to those employees of the issuer who require the information to perform their functions. The categories of recipient may include, but are not limited to, the following: … … 5 Vote Holder and Issuer Notification Rules … 5.5 Acquisition or disposal by issuer of shares … 5.5.3 G Additional requirements in relation to a listed company which purchases its own equity shares are contained in LR 12.4.6 R UKLR 9.6.6R. … 6 Continuing obligations and access to information … 6 Annex Classes and sub-classes of regulated information 1 Classification of regulated information Description … 3. Additional regulated information required to be disclosed under the laws of the United Kingdom 3.1 Additional regulated information required to be all information not falling within the sub-classes set out in points 1.1 to 1.3 and in points 2.1 to 2.6, but which the Page 23 of 27

FCA 2024/24 disclosed under the laws of the United Kingdom issuer, or any other person who has applied for the admission of securities to trading on a regulated market without the issuer’s consent, has disclosed under LR UKLR or DTR 7 Corporate governance … 7.2 Corporate governance statements … 7.2.4 G A listed company which complies with LR 9.8.6R(6) UKLR 6.6.6R(5) and (6) (applying the Principles and the comply or explain rule rules in relation to the UK Corporate Governance Code) will satisfy the requirements of DTR 7.2.2R and DTR 7.2.3R. … 7.3 Related party transactions … Requirements for material related party transactions … 7.3.11 G (1) An issuer which complies with LR 11.1.7R (Requirements for related party transactions) in relation to a material related party transaction will satisfy the requirements of DTR 7.3.8R in respect of that transaction or arrangement. (2) An issuer which complies with LR 11.1.10R (Modified requirements for smaller related party transactions) in relation to a material related party transaction will satisfy the requirements of DTR 7.3.8R(1) in respect of that transaction or arrangement. (3) An issuer which complies with LR 11.1.7R as modified by LR 21.5.2R (Transactions with related parties: Equity shares) or LR 21.10.4R (Transactions with related parties: certificates representing shares) in relation to a material related party transaction will satisfy the requirements of DTR 7.3.8R(1) in respect of that transaction or arrangement. (4) An issuer which complies with LR 11.1.10R as modified by LR 21.5.2R or LR 21.10.4R in relation to a material related party Page 24 of 27

FCA 2024/24 transaction will satisfy the requirements of DTR 7.3.8R(1) in respect of that transaction or arrangement. [deleted] … 7 Annex The related party tests 1 … The gross assets test … 7 Annex G The issuer should consider, when calculating the assets the subject of the 3 transaction, whether further amounts, such as contingent assets or arrangements referred to in LR 10.2.4R UKLR 7.4.1R (indemnities and similar arrangements), should be included to ensure that the size of the transaction is properly reflected in the calculation. … Figures used to classify assets and profits 7 Annex R … 9 (3) (a) The figures of the issuer must be adjusted to take account of transactions completed during the period to which the figures referred to in (1) or (2) relate, and subsequent completed transactions which the issuer would have been required to notify under LR 10.4 or LR 10.5 if the issuer had a premium listing where any percentage ratio was 5% or more at the time the terms of the relevant transaction were agreed, provided that for such subsequent completed transactions the figures for the transactions are reasonably available to the issuer. (b) The figures of the target company or business must be adjusted to take account of transactions completed during the period to which the figures referred to in (1) or (2) relate, and subsequent completed transactions which would have been a class 2 transaction or greater for the purposes of the listing rules when classified against the target as a whole where any percentage ratio was 5% or more at the time the terms of the relevant transaction were agreed, provided that for such subsequent completed transactions the figures for the transactions are reasonably available to the target. … … Page 25 of 27

8 FCA 2024/24 Primary Information Providers … 8 Annex Headline codes and categories 2R Headline code Headline Category Description … Medium priority … CMC Compliance with Model Code Statement by a closed-ended investment fund under LR 15.5.1R confirming it is satisfied that all inside information has been previously notified. … Low priority … RDN Director Declaration Notification regarding any of the matters in LR 9.6.13R UKLR 6.4.8R … Page 26 of 27

FCA 2024/24 Annex I Amendments to the Enforcement Guide (EG) In this Annex, underlining indicates new text and striking through indicates deleted text. 18 Cancellation of approval as sponsor or primary information provider 18.1 Cancellation on the FCA’s own-initiative 18.1.1 The FCA may cancel a sponsor’s approval under section 88 of the Act if it considers that a sponsor has failed to meet the criteria for approval as a sponsor as set out in LR 8.6.5R UKLR 24.4.5R. 18.1.2 When considering whether to cancel a sponsor’s approval on its own initiative, the FCA will take into account all relevant factors, including, but not limited to, the following: … (4) the nature, seriousness and duration of the suspected failure of the sponsor to meet (at all times) the criteria for approval as a sponsor set out in LR 8.6.5R UKLR 24.4.5R; … … Page 27 of 27

Appendix 3 Sponsor declarations and other forms (ie, the ‘Procedures, systems and controls confirmation form’ and the ‘Issuer contact details form’)

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SPONSOR'S DECLARATION ON AN APPLICATION FOR LISTING (Note: Italicised terms have the meaning given in the UK Listing Rules sourcebook) To: The FCA Date: 20 Full name of sponsor: We request that you will allow ____________________________ (number) securities of _____________________ (denomination) each of ________________________________________ (name of applicant) to be admitted to the official list. Type of issue for which the application is being made_________________________________________ We confirm that: • we have acted with due care and skill in relation to the provision of sponsor services; • we have taken reasonable steps to satisfy ourselves that the director or directors of the applicant understand their responsibilities and obligations under the listing rules, the disclosure requirements and the transparency rules; • we have come to a reasonable opinion, after having made due and careful enquiry, that:

1. the applicant has satisfied all requirements of the listing rules relevant to an application for admission to listing;
2. the applicant has satisfied all applicable requirements set out in the prospectus rules;
3. the directors of the applicant have a reasonable basis on which to make any working capital statement included in the document referred to in UKLR 24.3.1R;
4. the directors of the applicant have established procedures which enable the applicant to comply with the listing rules, the disclosure requirements and the transparency rules on an ongoing basis*; and
5. the directors of the applicant have established procedures which provide a reasonable basis for them to make proper judgments on an ongoing basis as to the financial position and prospects of the applicant and its group*.

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• we have maintained accessible records which are sufficient to be capable of demonstrating that the sponsor has provided sponsor services and otherwise complied with its obligations under UKLR 24 in accordance with the listing rules, including the basis of each confirmation set out above; • all matters known to us which, in our reasonable opinion, should be taken into account by the FCA in considering: a) the application for listing; and b) whether the admission of the securities would be detrimental to investors' interests;** have been disclosed with sufficient prominence in the prospectus or equivalent document or otherwise in writing to the FCA; and that • for so long as we provide a sponsor service, we will: a) take such reasonable steps as are sufficient to ensure that any communication or information we provide to the FCA in carrying out the sponsor service is, to the best of our knowledge and belief, accurate and complete in all material respects; and b) as soon as possible provide to the FCA any information of which we become aware that materially affects the accuracy or completeness of the information we have previously provided. SIGNED BY: for and on behalf of: Name of sponsor *Paragraphs 3 and 4 may be deleted if the applicant is not a new applicant. **Paragraph (b) may be deleted if the applicant is not a new applicant. To be completed in all cases: Application to be heard on: _______________________________________20 Admission expected to become effective on: _________________________20 Name of contact at sponsor regarding application: Telephone number:

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SPONSOR'S DECLARATION FOR THE PRODUCTION OF A CIRCULAR (Note: Italicised terms have the meaning given in the UK Listing Rules sourcebook) To: The FCA Date: _____________20 Full name of sponsor: Full name of listed company: Transaction being undertaken: We confirm that: • we have acted with due care and skill in relation to the provision of sponsor services • we have taken reasonable steps to satisfy ourselves that the director or directors of the listed company understand their responsibilities and obligations under the listing rules, the disclosure requirements and the transparency rules • we have come to a reasonable opinion, after having made due and careful enquiry, that:

1. the listed company has satisfied all requirements of the listing rules relevant to the production of a reverse takeover circular* or a relevant related party transaction circular*; and
2. the transaction will not have an adverse impact on the listed company’s ability to comply with the listing rules, the disclosure requirements or the transparency rules • we have maintained accessible records which are sufficient to be capable of demonstrating that the sponsor has provided sponsor services and otherwise complied with its obligations under UKLR 24 in accordance with the listing rules, including the basis of each confirmation set out above • all matters known to us which, in our reasonable opinion, should be taken into account by the FCA in considering this transaction have been disclosed with sufficient prominence in the documentation or otherwise in writing to the FCA; and

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• for so long as we provide a sponsor service, we will: a) take such reasonable steps as are sufficient to ensure that any communication or information we provide to the FCA in carrying out the sponsor service is, to the best of our knowledge and belief, accurate and complete in all material respects; and b) as soon as possible provide to the FCA any information of which we become aware that materially affects the accuracy or completeness of the information we have previously provided. SIGNED BY: for and on behalf of: Name of sponsor *Please delete as appropriate

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SPONSOR'S DECLARATION FOR TRANSFER OF LISTING CATEGORY (Note: Italicised terms have the meaning given in the UK Listing Rules sourcebook) To: The FCA Date: 20 Full name of sponsor: We request that you will allow_____________________ (number) securities of _____________________ (denomination) each of ________________________________________ (name of issuer) to be transferred from a _______________________________________ (current listing category) to a (proposed listing category) on _____________ (date). We, confirm that: • we have acted with due care and skill in relation to the provision of sponsor services • we have taken reasonable steps to satisfy ourselves that the director or directors of the issuer understand their responsibilities and obligations under the listing rules, the disclosure requirements and the transparency rules • we have come to a reasonable opinion, after having made due and careful enquiry, that:

1. the issuer satisfies all eligibility requirements of the listing rules that are relevant to the new category to which it is seeking to transfer
2. the issuer has satisfied all requirements relevant to the production of the circular required under UKLR 21.5.6R 2(a) or the announcement required under UKLR 21.5.7 (2) (whichever is relevant)
3. the directors of the issuer have established procedures which enable the issuer to comply with the listing rules, the disclosure requirements and the transparency rules on an ongoing basis*
4. the directors of the issuer have established procedures which provide a reasonable basis for them to make proper judgments on

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an ongoing basis as to the financial position and prospects of the issuer and its group*. • we have maintained accessible records which are sufficient to be capable of demonstrating that the sponsor has provided sponsor services and otherwise complied with its obligations under UKLR 24 in accordance with the listing rules, including the basis of each confirmation set out above • all matters known to us which, in our reasonable opinion, should be taken into account by the FCA in considering the transfer between listing categories have been disclosed with sufficient prominence in the circular or announcement referred to in UKLR 21.5 or otherwise in writing to the FCA; and • for so long as we provide a sponsor service, we will: a) take such reasonable steps as are sufficient to ensure that any communication or information we provide to the FCA in carrying out the sponsor service is, to the best of our knowledge and belief, accurate and complete in all material respects; and b) as soon as possible provide to the FCA any information of which we become aware that materially affects the accuracy or completeness of the information we have previously provided. SIGNED BY: ______________________________________________________ for and on behalf of ______________________________________________________ Name of sponsor *Paragraphs 3 and 4 do not apply in relation to an issuer that was required to meet these requirements under its existing listing category. Transfer to take place on: ________________________________________20 Name of contact at sponsor regarding application: Telephone number:

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SPONSOR'S DECLARATION FOR A REVERSE TAKEOVER ANNOUNCEMENT (Note: Italicised terms have the meaning given in the UK Listing Rules sourcebook) To: The FCA Date: _____________20 Full name of sponsor: Full name of shell company: Proposed reverse takeover which is the subject of the announcement: We confirm that: • we have acted with due care and skill in relation to the provision of sponsor services • we have taken reasonable steps to satisfy ourselves that the director or directors of the shell company understand their responsibilities and obligations under the listing rules, the disclosure requirements and the transparency rules • we have come to a reasonable opinion, after having made due and careful enquiry, that:

1. the shell company has satisfied the requirements of UKLR 13.4.13G (3) and (4) in relation to the announcement of the proposed reverse takeover; and
2. it is reasonable for the shell company to provide the declarations described in UKLR 13.4.13G(3) and (4). • we have maintained accessible records which are sufficient to be capable of demonstrating that the sponsor has provided sponsor services and otherwise complied with its obligations under UKLR 24 in accordance with the listing rules, including the basis of each confirmation set out above • all matters known to us which, in our reasonable opinion, should be taken into account by the FCA in considering a proposed disclosure announcement under UKLR 13.4.13G have been disclosed with

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sufficient prominence in the announcement or otherwise in writing to the FCA; and • for so long as we provide a sponsor service, we will: a) take such reasonable steps as are sufficient to ensure that any communication or information we provide to the FCA in carrying out the sponsor service is, to the best of our knowledge and belief, accurate and complete in all material respects; and b) as soon as possible provide to the FCA any information of which we become aware that materially affects the accuracy or completeness of the information we have previously provided. SIGNED For and on behalf of: Name of sponsor

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SPONSOR'S DECLARATION FOR TRANSFER OF LISTING – MODIFIED TRANSFER PROCESS UNDER UKLR TP2 (Note: Italicised terms have the meaning given in the UK Listing Rules sourcebook) To: The FCA Date: ___________20 Full name of sponsor: We request that you will allow ____________________________ (number) securities of _____________________ (denomination) each of ________________________________________ (name of issuer) to be transferred from the equity shares (transition) category into the equity shares (commercial companies) category on _____________ (date). We, confirm that: • we have acted with due care and skill in relation to the provision of sponsor services • we have taken reasonable steps to satisfy ourselves that the director or directors of the issuer understand their responsibilities and obligations under UKLR 6 to UKLR 10 which do not apply to the issuer under UKLR 22 • we have come to a reasonable opinion, after having made due and careful enquiry, that:

1. the issuer satisfies the eligibility requirements set out in UKLR 5.2 (Externally managed companies), UKLR 5.3 (Controlling shareholders) and UKLR 5.4 (Constitutional arrangements)
2. the issuer has satisfied all requirements relevant to the production of the circular required under UKLR 21.5.6R2(a) or the announcement required under UKLR 21.5.7(2) (whichever is relevant)
3. the directors of the issuer have established procedures which enable the issuer to comply with the obligations set out in UKLR 6 to UKLR 10 which do not apply to the issuer under UKLR 22* • we have not identified any adverse information that would lead us to conclude that the issuer would not be able to comply with its obligations under the listing rules, disclosure requirements and transparency rules • we have maintained accessible records which are sufficient to be capable of demonstrating that the sponsor has provided sponsor services

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and otherwise complied with its obligations under UKLR 24 in accordance with the listing rules, including the basis of each confirmation set out above • all matters known to us which, in our reasonable opinion, should be taken into account by the FCA in considering the transfer between listing categories as modified by UKLR TP2 have been disclosed with sufficient prominence in the circular or announcement referred to in UKLR 21.5 or otherwise in writing to the FCA; and • for so long as we provide a sponsor service, we will: a) take such reasonable steps as are sufficient to ensure that any communication or information we provide to the FCA in carrying out the sponsor service is, to the best of our knowledge and belief, accurate and complete in all material respects; and b) as soon as possible provide to the FCA any information of which we become aware that materially affects the accuracy or completeness of the information we have previously provided. SIGNED BY: for and on behalf of Name of sponsor *Paragraph 3 does not apply in relation to an issuer that was required to meet these requirements under its existing listing category. Transfer to take place on: ________________________________________20 Name of contact at sponsor regarding application: Telephone number:

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SPONSOR'S DECLARATION FOR TRANSFER OF LISTING – MODIFIED TRANSFER PROCESS UNDER UKLR TP3 (Note: Italicised terms have the meaning given in the UK Listing Rules sourcebook) To: The FCA Date: _____________20 Full name of sponsor: We request that you will allow ____________________________ (number) securities of _____________________ (denomination) each of ________________________________________ (name of issuer) to be transferred from the equity shares (transition) category into the equity shares (shell companies) category on ____________________ (date). We confirm that: • we have acted with due care and skill in relation to the provision of sponsor services • we have taken reasonable steps to satisfy ourselves that the director or directors of the issuer understand their responsibilities and obligations under UKLR 13 which do not apply to the issuer under UKLR 22 • we have come to a reasonable opinion, after having made due and careful enquiry, that:

1. the issuer satisfies the eligibility requirements set out in UKLR 13.2 (requirements for listing) except for UKLR 13.2.4R (Equity shares in public hands) and UKLR 13.2.6R (Shares of third country shell company)
2. the issuer has satisfied all requirements relevant to the production of the circular required under UKLR 21.5.6R2(a) or the announcement required under UKLR 21.5.7(2) (whichever is relevant)
3. the directors of the issuer have established procedures which enable the issuer to comply with the obligations set out in UKLR 13.3 which do not apply to the issuer under UKLR 22* • we have not identified any adverse information that would lead us to conclude that the issuer would not be able to comply with its obligations under the listing rules, disclosure requirements and transparency rules • we have maintained accessible records which are sufficient to be capable of demonstrating that the sponsor has provided sponsor services and otherwise complied with its obligations under UKLR 24 in accordance

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with the listing rules, including the basis of each confirmation set out above • all matters known to us which, in our reasonable opinion, should be taken into account by the FCA in considering the transfer between listing categories as modified by UKLR TP3 have been disclosed with sufficient prominence in the circular or announcement referred to in UKLR 21.5 or otherwise in writing to the FCA; and • for so long as we provide a sponsor service, we will: a) take such reasonable steps as are sufficient to ensure that any communication or information we provide to the FCA in carrying out the sponsor service is, to the best of our knowledge and belief, accurate and complete in all material respects; and b) as soon as possible provide to the FCA any information of which we become aware that materially affects the accuracy or completeness of the information we have previously provided. SIGNED BY: for and on behalf of Name of sponsor *Paragraph 3 does not apply in relation to an issuer that was required to meet these requirements under its existing listing category. Transfer to take place on: ________________________________________20 Name of contact at sponsor regarding application: Telephone number:

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SPONSOR'S DECLARATION FOR TRANSFER OF LISTING – MODIFIED TRANSFER PROCESS UNDER UKLR TP5 (Note: Italicised terms have the meaning given in the UK Listing Rules sourcebook) To: The FCA Date: _____________20 Full name of sponsor: We request that you will allow __________________________ (number) securities of _____________________ (denomination) each of ________________________________________ (name of issuer) to be transferred from the equity shares (international commercial companies secondary listing) category into the equity shares (commercial companies) category on _____________ (date). We confirm that: • we have acted with due care and skill in relation to the provision of sponsor services • we have taken reasonable steps to satisfy ourselves that the director or directors of the issuer understand their responsibilities and obligations under UKLR 6 to UKLR 10 which do not apply to the issuer under UKLR 14 • we have come to a reasonable opinion, after having made due and careful enquiry, that:

1. the issuer satisfies the eligibility requirements set out in UKLR 5.2 (Externally managed companies), UKLR 5.3 (Controlling shareholders) and UKLR 5.4 (Constitutional arrangements)
2. the issuer has satisfied all requirements relevant to the production of the circular required under UKLR 21.5.6R2(a) or the announcement required under UKLR 21.5.7 (2) (whichever is relevant)
3. the directors of the issuer have established procedures which enable the issuer to comply with the obligations set out in UKLR 6 to UKLR 10 which do not apply to the issuer under UKLR 14* • we have not identified any adverse information that would lead us to conclude that the issuer would not be able to comply with its obligations under the listing rules, disclosure requirements and transparency rules • we have maintained accessible records which are sufficient to be capable of demonstrating that the sponsor has provided sponsor services and otherwise complied with its obligations under UKLR 24 in accordance

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with the listing rules, including the basis of each confirmation set out above • all matters known to us which, in our reasonable opinion, should be taken into account by the FCA in considering the transfer between listing categories as modified by UKLR TP5 have been disclosed with sufficient prominence in the circular or announcement referred to in UKLR 21.5 or otherwise in writing to the FCA; and • for so long as we provide a sponsor service, we will: a) take such reasonable steps as are sufficient to ensure that any communication or information we provide to the FCA in carrying out the sponsor service is, to the best of our knowledge and belief, accurate and complete in all material respects; and b) as soon as possible provide to the FCA any information of which we become aware that materially affects the accuracy or completeness of the information we have previously provided. SIGNED BY: for and on behalf of Name of sponsor *Paragraph 3 does not apply in relation to an issuer that was required to meet these requirements under its existing listing category. Transfer to take place on: ________________________________________20 Name of contact at sponsor regarding application: Telephone number:

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APPLICATION FOR LISTING (FIRST ADMISSION ONLY): PROCEDURES, SYSTEMS AND CONTROLS CONFIRMATION FORM (Note: Italicised terms have the meaning given in the listing rules) To: The FCA Date: _____________20 Full name of applicant: The applicant has requested that ____________________________ (number) of ____________________________ (security description) of ____________________________ (denomination) each of ________________________________________ (name of applicant) be admitted to the Official List. I, _________________________________________________, a member of the applicant’s Board (or equivalent) that is duly authorised on behalf of the applicant’s Board (or equivalent) to give this declaration, confirm that: • the applicant has taken reasonable steps to establish adequate procedures, systems and controls to enable the applicant to comply with its obligations arising from the listing rules, the disclosure requirements, the transparency rules and corporate governance rules (Listing Principle 1); • the applicant has taken into account the guidance on Listing Principle 1 in UKLR 2.2.2G to UKLR 2.2.5G, that the applicant’s procedures, systems and controls should address the following: a. identifying whether any obligations arise under UKLR 7 (Equity shares (commercial companies): significant transactions and reverse takeovers) and UKLR 8 (Equity shares (commercial companies): related party transactions) (UKLR 2.2.2G(1)); * b. the timely and accurate disclosure of information to the market (UKLR 2.2.2G(2)); c. the provision of information to the FCA in accordance with UKLR 1.3.1R, and to their sponsor in accordance with UKLR 4.5.1R (UKLR 2.2.2G(3));* d. directors should take reasonable steps to ensure that adequate governance arrangements are established and

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maintained at all times to enable the listed company to comply with Listing Principle 1 (UKLR 2.2.3G); e. the ability to ensure that the listed company can properly identify information which requires disclosure under the listing rules, disclosure requirements, transparency rules or corporate governance rules in a timely manner and ensure that any information identified is properly considered by the directors and that such consideration encompasses whether the information should be disclosed (UKLR 2.2.4G); f. the ability to explain to the FCA where information is held and how it can be accessed, and to access easily from the UK information that may be held outside the UK (UKLR 2.2.5G) SIGNED BY: Duly authorised member of the Board of [add full name of applicant]

• Can be deleted where not applicable To be completed in all cases: Application to be heard on: _______________________________________20 Admission expected to become effective on: _________________________20 Name of contact at applicant regarding application: Telephone number:

ISSUER CONTACT DETAILS (Note: Italicised terms have the meaning given in the listing rules) This form is for use by issuers or those acting on their behalf to provide the FCA with contact details as required in the UK Listing Rules (UKLR). Where an issuer is applying for a listing, this form must be submitted, in final form, to the FCA by midday 2 business days before the FCA is to consider the application under UKLR 20.4.2R(7) or UKLR 20.5.4R(5). Once completed, please send this form to: Issuer Management, Market Oversight Directorate The Financial Conduct Authority 12 Endeavour Square London E20 1JN Or email it to listingapplications@fca.org.uk Please note, we are unable to provide issuers with the details previously provided. If an issuer is unsure which details have previously been provided to the FCA then please complete a new form and send it to the FCA with the issuer’s preferred contact details. Name of issuer Key persons contact details Under UKLR 1.3.5R an issuer must ensure that the FCA is provided, at all times, with up-to-date contact details of at least 2 of its executive directors or, if an issuer does not have executive directors, at least 2 directors. Details must include their name, business telephone number and business email address. Where an issuer only has 1 executive director or has only 1 director, then they need only provide the contact details of that person. An issuer must notify the FCA of any changes to these contact details as soon as possible. An issuer should consider UKLR 1.3.6G when providing director(s)’ details. Please complete all fields (please use more than one form if providing contact details of more than 2 key persons).

Contact details – key person 1 Name Business telephone number Business email address Contact details – key person 2 Name Business telephone number Business email address Service of notices Under UKLR 1.3.7R an issuer must ensure that the FCA is provided, at all times, with up-to-date contact details of a nominated person at the issuer, including their address for the purposes of receiving service of relevant documents. Under UKLR 1.3.8R the address referred to in UKLR 1.3.7R must be:

1. an email address where the issuer provides written consent to receive service of relevant documents by email; or
2. a postal address in the UK where written consent to email service mentioned in (1) above is not given. Please complete the fields where relevant. Name (person) Business email address Postal address (where consent to email service not given)

First point of contact details Under UKLR 6.2.19R (including as applied by UKLR 11.4.1R), UKLR 12.3.6R, UKLR 13.3.11R, UKLR 14.3.8R (including as applied by UKLR 15.3.1R), UKLR 16.3.7R and UKLR 22.2.8R a listed company must ensure that the FCA is provided with up-to-date contact details of at least one appropriate person nominated by it to act as the first point of contact with the FCA in relation to the company’s compliance with the listing rules, the disclosure requirements and the transparency rules. A listed company with a listing in the equity shares (commercial companies) category or the closed-ended investment funds category should consider UKLR 6.2.20G when nominating a person. All persons nominated should be contactable on business days between the hours of 7am and 7pm. Please complete all fields. Name Company name (if different to listed company) Direct line Mobile Email address Additional contact details (if applicable) Name Company name (if different to listed company) Direct line Mobile Email address

© Financial Conduct Authority 2024 12 Endeavour Square London E20 1JN Telephone: +44 (0)20 7066 1000 Website: www.fca.org.uk All rights reserved Pub ref: 1-008301