SCHEDULES

SCHEDULE 2... share incentive plans

Part 11Supplementary provisions

Minor definitions

99

(1)

In the SIP code—

“articles of association”, in relation to a company, includes any other written agreement between the shareholders of the company;

“company” means a body corporate;

“group of companies” means a company and any other companies of which it has control, and “group company” has a corresponding meaning;

“participant’s plan shares”, in relation to a SIP, means plan shares that have been awarded to an individual participant;

“PAYE obligations” means (subject to paragraphs 79(2) and 80(2)) obligations of any person under—

(a)

Part 11 of this Act, or

(b)

PAYE regulations;

“plan shares”, in relation to a SIP, means—

(a)

free, partnership or matching shares which have been awarded to participants under the plan,

(b)

dividend shares which have been acquired on behalf of participants under the plan, and

(c)

shares in relation to which paragraph 87(1) applies (company reconstructions: new shares),

and which (in each case) remain subject to the plan;

“provision for forfeiture” means a provision to the effect that a participant ceases to be beneficially entitled to shares on the occurrence of certain events, and “forfeiture” is to be read accordingly;

“qualifying corporate bond” has the meaning given by section 117 of TCGA 1992;

“redundancy” has the same meaning as in ERA 1996 or ER(NI)O 1996;

“rights arising under a rights issue” means rights conferred in respect of a participant’s plan shares to be allotted, on payment, other shares or securities or rights of any description in the same company.

(2)

For the purposes of the SIP code references to “shares” include fractions of shares forming part of the share capital of a company registered in a foreign country the law of which recognises such fractions.

(3)

For the purposes of the SIP code a company is a member of a consortium owning another company if it is one of a number of companies—

(a)

which between them beneficially own not less than 75% of the other company’s ordinary share capital, and

(b)

each of which beneficially owns not less than 5% of that capital.

F1(4)

For the purposes of the SIP code—

(a)

shares are subject to a “restriction” if there is any contract, agreement, arrangement or condition which makes provision to which any of subsections (2) to (4) of section 423 (restricted securities) would apply if the references in those subsections to the employment-related securities were to the shares, and

(b)

the “restriction” is that provision.