SCHEDULES

SCHEDULE 5U.K.Enterprise management incentives

Part 4U.K.Eligible employees

The “no material interest” requirementU.K.

28(1)An individual is not an eligible employee in relation to the relevant company if the individual has a material interest—U.K.

(a)in that company, or

(b)if that company is a parent company, in any member of the group.

(2)For the purposes of this paragraph an individual is to be regarded as having a material interest in a company if—

(a)the individual,

(b)the individual together with one or more of the individual’s associates, or

(c)any such associate, with or without any other such associates,

has a material interest in the company.

(3)This paragraph is supplemented—

(a)as regards the meaning of “material interest”, by paragraphs 29 and 30; and

(b)as regards the meaning of “associate” by paragraph 31 (read with paragraphs 32 and 33).