SCHEDULES

SCHEDULE 2U.K.Approved share incentive plans

Part 9U.K.Trustees

Duty not to dispose of plan sharesU.K.

73(1)This paragraph applies to a participant’s plan shares that are free, matching or dividend shares.U.K.

(2)The trust instrument must prohibit the trustees from disposing of any of those shares (to the participant or otherwise) at any time during the holding period, unless the participant has at that time ceased to be in relevant employment.

(3)Sub-paragraph (2) is subject to—

(a)paragraph 37 (holding period: power to direct trustees to accept general offers etc.),

(b)paragraph 77 (power of trustees to raise funds to subscribe for rights issue),

(c)paragraph 79 (meeting by trustees of PAYE obligations), and

(d)paragraph 90(5) (termination of plan: early removal of shares with participant’s consent).