Pre-IPO employee share schemes require regulatory conformity and shareholder ratification before fresh grants are made. Pre-IPO employee share schemes must conform to these Regulations and be ratified by shareholders after the IPO before any fresh grants; changes to terms require shareholder approval by special resolution except for corporate-action adjustments. Companies seeking to list shares issued under ESOS, ESPS or SARs must obtain in-principle exchange approval prior to grant. Disclosure obligations attach where a holding company issues benefits to subsidiary employees and where reimbursements occur, and a merchant banker must be appointed to implement schemes until in-principle approval is obtained.