SCHEDULES

SCHEDULE 2Approved share incentive plans

Part 9Trustees

Acquisition by trustees of shares from employee share ownership trust

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(1)

The trust instrument must provide that, where there is a qualifying transfer of shares to the trustees, the shares—

(a)

must not be awarded to participants under the plan as partnership shares, and

(b)

must be included in any award of free or matching shares made after the date of the transfer in priority to other shares available for inclusion in that award.

(2)

For the purposes of this paragraph there is a qualifying transfer of shares to the trustees if—

(a)

relevant shares (as defined by section 69(3AC) of FA 1989) are transferred to them by the trustees of an employee share ownership trust, and

(b)

the transfer is a qualifying transfer within section 69(3AA) of that Act (transfer of shares in, or shares purchased from money in, an employee share ownership trust immediately before 21st March 2000 F1or, by virtue of section 142(2) of F2FA 2003, 27th November 2002).