SCHEDULES

SCHEDULE 2 U.K.Approved share incentive plans

Part 1 U.K.Introduction

Group plans U.K.

4 (1) A SIP established by a company that controls other companies (a “parent company”) may extend to all or any of those other companies. U.K.

(2) In the SIP code a SIP established by a parent company which so extends is referred to as a “group plan”.

(3) In relation to a group plan a “constituent company” means—

(a) the parent company, or

(b) any other company to which for the time being the plan is expressed to extend.

(4) Paragraph 91 deals with jointly owned companies and companies controlled by them.