SCHEDULES

SCHEDULE 2Approved share incentive plans

Part 6Partnership shares

Accumulation periods

51

(1)

The plan may provide for accumulation periods not exceeding 12 months.

(2)

If the plan does so, the following provisions apply.

(3)

The partnership share agreements—

(a)

must specify when each accumulation period begins and ends;

(b)

may specify that an accumulation period comes to an end on the occurrence of a specified event.

(4)

However—

(a)

the beginning of the first accumulation period must not be later than the date on which the first deduction of partnership share money is made; and

(b)

the accumulation period which applies in relation to each award of partnership shares must be the same for all individuals entering into the partnership share agreements.

(5)

The plan may also provide that if—

(a)

during an accumulation period, a transaction occurs in relation to any of the shares (“the original holding”) to be acquired under a partnership share agreement which results in a new holding of shares being equated with the original holding for the purposes of capital gains tax, and

(b)

the employee consents,

the partnership share agreement is to have effect after the time of the transaction as if it were an agreement for the purchase of the shares comprised in the new holding.