SCHEDULES

SCHEDULE 2Approved share incentive plans

Part 9Trustees

Duty to act in accordance with participant’s directions

72

(1)

The trust instrument must require the trustees—

(a)

to dispose of a participant’s plan shares, and

(b)

to deal with any right conferred in respect of any of a participant’s plan shares to be allotted other shares, securities or rights of any description,

only in accordance with a direction given by or on behalf of the participant.

(2)

Sub-paragraph (1) is subject to—

(a)

paragraph 73 (duty not to dispose of plan shares), and

(b)

any provision in the plan made in accordance with paragraph 79 (meeting by trustees of PAYE obligations).

(3)

The plan may provide for participants to give such general directions, to such effect and in such terms, as are specified in the plan.