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SCHEDULES

SCHEDULE 2U.K.Approved share incentive plans

Part 8U.K.Cash dividends and dividend shares

Reinvestment of cash dividendsU.K.

62(1)A SIP may provide that, where the company so directs, the trustees must apply all cash dividends in respect of plan shares held on behalf of—U.K.

(a)all participants, or

(b)all participants who elect to reinvest their dividends,

in acquiring further shares on their behalf.

(2)Sub-paragraph (1) is subject to paragraph 63 (requirements to be met as regards cash dividends).

(3)In the SIP code—

(a)the application of cash dividends as mentioned in sub-paragraph (1) is referred to as “reinvestment”; and

(b)the further plan shares acquired are referred to as “dividend shares”.

(4)The company may revoke a direction requiring the reinvestment of cash dividends.

(5)References in the SIP code to the trustees acquiring dividend shares on behalf of a participant include their appropriating to a participant shares already held by them.