SCHEDULES

SCHEDULE 2Approved share incentive plans

Part 4Types of shares that may be awarded

Requirement as to listing etc.

27

1

Eligible shares must be—

a

shares of a class listed on a recognised stock exchange,

b

shares in a company which is not under the control of another company, or

c

shares in a company which is under the control of a listed company.

2

A “listed company” is a company whose shares are listed on a recognised stock exchange, other than—

a

a close company, or

b

a company that would be a close company if resident in the United Kingdom.