SCHEDULE 1Persons who have significant influence or control over another

PART 5Overseas entities

Interpretation of Part 5

22.

(1)

A person holds a right “indirectly” if the person has a majority stake in an overseas entity and that entity—

(a)

holds that right, or

(b)

is part of a chain of legal entities—

(i)

each of which (other than the last) has a majority stake in the entity immediately below it in the chain, and

(ii)

the last of which holds that right.

(2)

For these purposes, a person (“A”) has a “majority stake” in a legal entity (“B”) if—

(a)

A holds a majority of the voting rights in B,

(b)

A is a member of B and has the power to appoint or remove a majority of the board of directors of B,

(c)

A is a member of B and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in B, or

(d)

A has the right to exercise, or actually exercises, control over B.

(3)

In the application of this paragraph to the power to appoint or remove a majority of the board of directors, a legal entity is to be treated as having the right to appoint a director if—

(a)

a person’s appointment as a director follows necessarily from that person’s appointment as director of the legal entity, or

(b)

the directorship is held by the legal entity itself.