SCHEDULES

SCHEDULE 2U.K.Approved share incentive plans

Part 3U.K.Eligibility of individuals

The “no material interest” requirementU.K.

19(1)The plan must provide that an individual is not eligible to participate in an award of shares on any date if the individual has on that date, or has had within the 12 months ending with that date, a material interest in—U.K.

(a)a close company whose shares may be awarded under the plan, or

(b)a company which has control of such a company or is a member of a consortium which owns such a company.

(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 20 and 21, and

(b)as regards the meaning of “associate”, by paragraphs 22 to 24.