SCHEDULES

SCHEDULE 2Approved share incentive plans

Part 7Matching shares

59General requirements for matching shares

1

The plan must provide for the matching shares to be—

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).