SCHEDULES

SCHEDULE 2Approved share incentive plans

Part 1Introduction

Meaning of “award of shares”, “participant” etc.

5

1

For the purposes of the SIP code an “award of shares” is made under a SIP on each occasion when in accordance with the plan—

a

free or matching shares are appropriated to employees, or

b

partnership shares are acquired on behalf of employees.

2

Accordingly, references to shares awarded to an individual under a SIP are to—

a

free or matching shares appropriated to the individual, or

b

partnership shares acquired on the individual’s behalf,

under the plan.

3

For the purposes of the SIP code an individual participates in an award of free, matching or partnership shares under a SIP if shares included in that award are—

a

in the case of an award of free or matching shares, appropriated to the individual, or

b

in the case of an award of partnership shares, acquired on the individual’s behalf.

4

In the SIP code, in relation to a SIP, “participant” means an individual to whom shares have been awarded under the plan.