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SCHEDULES

SCHEDULE 2U.K.Approved share incentive plans

Part 11 U.K.Supplementary provisions

Meaning of shares being withdrawn from planU.K.

96(1)For the purposes of the SIP code plan shares are withdrawn from a SIP when—U.K.

(a)they are transferred by the trustees to the participant, or another person, on the direction of the participant,

(b)the participant assigns, charges or otherwise disposes of the beneficial interest in the shares, or

(c)they are disposed of by the trustees, on the direction of the participant, in circumstances where the trustees account (or hold themselves ready to account) for the proceeds to the participant or to another person.

(2)Where the participant has died, the references in sub-paragraph (1) to the participant are to the participant’s personal representatives.