SCHEDULES

SCHEDULE 2Approved share incentive plans

Part 5Free shares

Performance allowances: information to be given to employees

40

1

A plan that provides for performance allowances in relation to an award of shares must require the company—

a

to notify each qualifying employee who has accepted an invitation to participate in the award of the performance targets and measures which, under the plan, will be used to determine the number or value of free shares awarded to the employee, and

b

to notify all qualifying employees—

i

of the company, or

ii

in the case of a group plan, of any constituent company,

in general terms, of the performance measures to be used to determine the number or value of free shares to be awarded to each employee participating in the award.

2

The notices must be given as soon as reasonably practicable.

3

The company may exclude from the notice mentioned in sub-paragraph (1)(b) any information whose disclosure the company reasonably considers would prejudice commercial confidentiality.