3A

1

A body is to be treated for the purposes of section 13(9) as having the right to appoint to a directorship if—

a

a person’s appointment to the directorship follows necessarily from his appointment as an officer of that body; or

b

the directorship is held by the body itself.

2

A body (“B”) and some other person (“P”) together are to be treated, for the purposes of section 13(9), as having the right to appoint to a directorship if—

a

P is a body corporate which has directors and a person’s appointment to the directorship follows necessarily from his appointment both as an officer of B and a director of P;

b

P is a body corporate which does not have directors and a person’s appointment to the directorship follows necessarily from his appointment both as an officer of B and as a member of P’s managing body; or

c

the directorship is held jointly by B and P.

3

For the purposes of section 13(9), a right to appoint (or remove) which is exercisable only with the consent or agreement of another person must be left out of account unless no other person has a right to appoint (or remove) in relation to that directorship.

4

Nothing in this paragraph is to be read as restricting the effect of section 13(9).