SCHEDULES

SCHEDULE 2... share incentive plans

Part 2General requirements

No loan arrangements

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(1)

The arrangements for the plan must not make any provision, or be associated in any way with any provision made, for loans to some or all of the employees ofโ€”

(a)

the company, or

(b)

in the case of a group plan, of any constituent company.

(2)

The operation of the plan must not be associated in any way with such loans.

(3)

In sub-paragraph (1) โ€œarrangementsโ€ includes any scheme, agreement, undertaking or understanding, whether or not legally enforceable.