SCHEDULES

SCHEDULE 15 The corporate venturing scheme

Part III The issuing company

The “individual-owners" requirement

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1

The “individual-owners" requirement is that, throughout the qualification period relating to the relevant shares, at least 20% of the ordinary share capital of the issuing company is beneficially owned by one or more independent individuals.

2

For the purposes of sub-paragraph (1) “independent individual” means an individual who is not, at any time during that period when he holds ordinary shares in the issuing company—

a

a director or employee of—

i

the investing company, or

ii

any company connected with that company, or

b

a relative of such a director or employee.

For this purpose “relative” means F1spouse or civil partner, parent or remoter forebear or child or remoter issue.

3

Where part of the ordinary share capital of the issuing company forms part of the estate of a deceased person who immediately before his death—

a

was the beneficial owner of the shares in question, and

b

was an independent individual for the purposes of sub-paragraph (1),

the shares in question shall, by virtue of this sub-paragraph, continue to be treated as beneficially owned by an independent individual for the purposes of sub-paragraph (1) until such time as they cease to form part of the deceased’s estate.