SCHEDULES

SCHEDULE 9 APPROVED SHARE OPTION SCHEMES AND PROFIT SHARING SCHEMES

PART V REQUIREMENTS APPLICABLE TO PROFIT SHARING SCHEMES

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(1)

M1The trust instrument must contain a provision prohibiting the trustees from disposing of any shares, except as mentioned in paragraph 1(1)(a), (b) or (c) of Schedule 10, during the period of retention (whether by transfer to the participant or otherwise).

(2)

The trust instrument must contain a provision prohibiting the trustees from disposing of any shares after the end of the period of retention and before the release date except—

(a)

pursuant to a direction given by or on behalf of the participant or any person in whom the beneficial interest in his shares is for the time being vested; and

(b)

by a transaction which would not involve a breach of the participant’s obligations under paragraph 2(2)(c) or (d) above.