SCHEDULES

SCHEDULE 2Approved share incentive plans

Part 4Types of shares that may be awarded

Permitted restrictions: pre-emption conditions

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1

If the requirements of this paragraph are met, eligible shares may be subject to provision requiring shares—

a

that were awarded to an employee under the plan, and

b

that are held by an employee or a permitted transferee,

to be offered for sale on the employee ceasing to be in relevant employment.

2

For the purposes of sub-paragraph (1)(b) a “permitted transferee” means a person to whom, under the articles of association of the company, the employee is permitted to transfer the shares.

3

The requirements of this paragraph are that under the articles of association of the company—

a

the same provision applies to all employees of the company or, in the case of a parent company, to all employees of that company or any company of which that company has control,

b

the shares are required to be offered for sale at a specified consideration, and

c

anyone disposing of shares of the same class (whether or not as an employee) is required to offer the shares for sale on no better terms.