SCHEDULES

F1SCHEDULE 11BCONNECTED PERSONS

Annotations:

PART 1MEANING OF “CONNECTED PERSON”

5Control of a body corporate

1

 This paragraph defines what is meant by a manager “controlling” a body corporate.

2

A manager is taken to control a body corporate if, but only if—

a

the manager or a person connected with the manager—

i

is interested in any part of the equity share capital of that body, or

ii

is entitled to exercise or control the exercise of any part of the voting power at any general meeting of that body, and

b

the manager, the persons connected with the manager and the other managers of the issuer in question, together—

i

are interested in more than 50% of that share capital, or

ii

are entitled to exercise or control the exercise of more than 50% of that voting power.

3

The rules set out in Part 2 of this Schedule (references to interest in shares or debentures) apply for the purposes of this paragraph.

4

References in this paragraph to voting power the exercise of which is controlled by a manager include voting power whose exercise is controlled by a body corporate controlled by the manager.

5

Shares in a company held as treasury shares, and any voting rights attached to such shares, are disregarded for the purposes of this paragraph.