SCHEDULES:

SCHEDULE 8Share Option and Share Incentive Schemes

PART IGeneral

Profit-sharing schemes

3

The condition referred to in paragraph 1(b) above is that the shares—

a

are not subject to such restrictions as will or may result in the person acquiring the shares or an interest in the shares obtaining a benefit through an increase, subsequent to the acquisition, of the value or the value to him of the shares or interest; and

b

cannot (whether by one transaction or a series of transactions) be exchanged for or converted into shares which are subject to such restrictions.