SCHEDULES

SCHEDULE 2Approved share incentive plans

Part 5Free shares

Performance allowances: targets and measures

39

1

A plan that provides for performance allowances must comply with the following requirements with respect to performance targets and performance measures.

2

The performance targets must be set for performance units comprising one or more employees.

3

The performance measures used must—

a

be based on business results or other objective criteria, and

b

be fair and objective measures of the performance of the units to which they are or may be applied.

4

For the purposes of an award of free shares under the plan an employee must not be a member of more than one performance unit.