SCHEDULES

SCHEDULE 2 U.K. Approved share incentive plans

Part 1 U.K. Introduction

Matching shares U.K.

3 (1) A SIP that provides for partnership shares may also provide for shares to be appropriated without payment to employees in proportion to the partnership shares acquired by them (“matching shares”). U.K.

(2) If a SIP contains provision for all, or more than one, of the following—

• free shares,

• partnership shares, and

• matching shares,

the plan may provide for the company to decide when the provisions relating to each kind of share are to have effect.