SCHEDULES

SCHEDULE 3Approved SAYE option schemes

Part 3Eligibility of individuals to participate in scheme

Meaning of “material interest”

12

1

In paragraph 11 (the “no material interest” requirement) references to a “material interest” in a company are to—

a

a material interest in the share capital of the company, or

b

a material interest in its assets.

2

A material interest in the share capital of a company means—

a

beneficial ownership of, or

b

the ability to control (directly or through the medium of other companies or by any other indirect means),

more than 25% of the ordinary share capital of the company.

3

A material interest in the assets of a company means—

a

possession of, or

b

an entitlement to acquire,

such rights as would, in the event of the winding up of the company or in any other circumstances, give an entitlement to receive more than 25% of the assets that would then be available for distribution among the participators.

4

In this paragraph “participator” has the meaning given by F1section 454 of CTA 2010.

5

This paragraph is supplemented by paragraph 13 (material interest: options etc.).