SCHEDULES

SCHEDULE 2Approved share incentive plans

Part 3Eligibility of individuals

Meaning of “qualifying company”

17

1

For the purposes of paragraph 15(2) “qualifying company” has the meaning given by this paragraph.

2

Except in the case of a group plan, “qualifying company” means—

a

the company, or

b

a company that, when the individual was employed by it, was an associated company—

i

of the company, or

ii

of another company qualifying under this paragraph.

3

In the case of a group plan, “qualifying company” means—

a

a company that is a constituent company at the end of the qualifying period mentioned in paragraph 15(2),

b

a company that, when the individual was employed by it, was a constituent company, or

c

a company that, when the individual was employed by it, was an associated company of—

i

a company qualifying under paragraph (a) or (b), or

ii

another company qualifying under this paragraph.