SCHEDULES

SCHEDULE 8 Employee share ownership plans

Part II General requirements

No loan arrangements

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(1)

The arrangements for the plan must not make any provision, or be in any way associated with any provision made, for loans to some or all of the employees ofโ€”

(a)

the company, or

(b)

in the case of a group plan, any participating company,

and the operation of the plan must not be in any way associated with such loans.

(2)

For the purposes of sub-paragraph (1) โ€œarrangementsโ€ includes any scheme, agreement, undertaking or understanding, whether or not legally enforceable.