SCHEDULES

SCHEDULE 2Approved share incentive plans

Part 5Free shares

Performance allowances: targets and measures

39

(1)

A plan that provides for performance allowances must comply with the following requirements with respect to performance targets and performance measures.

(2)

The performance targets must be set for performance units comprising one or more employees.

(3)

The performance measures used must—

(a)

be based on business results or other objective criteria, and

(b)

be fair and objective measures of the performance of the units to which they are or may be applied.

(4)

For the purposes of an award of free shares under the plan an employee must not be a member of more than one performance unit.