SCHEDULES

SCHEDULE 2U.K.Approved share incentive plans

Part 7U.K.Matching shares

General requirements for matching sharesU.K.

59(1)The plan must provide for the matching shares to be—U.K.

(a)shares of the same class and carrying the same rights as the partnership shares to which they relate;

(b)awarded on the same day as the partnership shares to which they relate are awarded; and

(c)awarded to all employees who participate in the award on exactly the same basis.

(2)Sub-paragraph (1) is subject to paragraph 32 (permitted restrictions: provision for forfeiture).