SCHEDULES

SCHEDULE 2U.K.Approved share incentive plans

Part 11 U.K.Supplementary provisions

Meaning of “associated company”U.K.

94(1)For the purposes of the SIP code one company is an “associated company” of another company at a given time if—U.K.

(a)one has control of the other, or

(b)both are under the control of the same person or persons.

(2)Sub-paragraph (1) does not, however, apply for the purposes of paragraph 29 (prohibited shares).

(3)For the purposes of sub-paragraph (1) the question whether a person controls a company is to be determined in accordance with section 416(2) to (6) of ICTA.