SCHEDULES

SCHEDULE 2U.K.Approved share incentive plans

Part 4U.K.Types of shares that may be awarded

Shares must be fully paid up and not redeemableU.K.

28(1)Eligible shares must be—U.K.

(a)fully paid up, and

(b)not redeemable.

(2)For the purposes of sub-paragraph (1)(a) shares are not to be regarded as fully paid up if there is an undertaking to pay cash at a future date to the company whose shares they are.

(3)For the purposes of sub-paragraph (1)(b) “redeemable” shares include shares that may become redeemable at a future date.

(4)Sub-paragraph (1)(b) does not apply to shares in a registered industrial and provident society which is a co-operative society.

(5)In sub-paragraph (4)—