SCHEDULES

SCHEDULE 2Approved share incentive plans

Part 4Types of shares that may be awarded

29Prohibited shares

1

Eligible shares must not be shares in—

a

a service company, or

b

a company that—

i

has control of a service company, and

ii

is under the control of a person or persons who fall within sub-paragraph (2)(b)(i) or (ii) as it applies to a service company.

2

For the purposes of this paragraph a company is a “service company” if—

a

the business carried on by it consists substantially in the provision of the services of persons employed by it, and

b

the majority of those services are provided to—

i

a person who has control of the company,

ii

two or more persons who together have control of the company, or

iii

a company associated with the company.

3

For the purposes of sub-paragraph (2)(b)(iii) a company is associated with another company if both companies are under the control of the same person or persons.

4

For the purposes of sub-paragraphs (1) to (3)—

a

a partnership is to be treated as a single person; and

b

where a partner (alone or together with others) has control of a company, the partnership is to be treated as having (in the same way) control of that company.

5

For the purposes of this paragraph the question whether a person controls a company is to be determined in accordance with section 416(2) to (6) of ICTA.