SCHEDULES

SCHEDULE 2Further Provisions with respect to the Constitution and Proceedings of Associated British Ports and Related Matters

Remuneration and other payments

2(1)The remuneration and allowances payable to directors by Associated British Ports shall be determined by the Holding Company.

(2)The payment by Associated British Ports to or in respect of a former director of any pension or compensation for loss of office shall be subject to the approval of the Holding Company.