SCHEDULES

SCHEDULE 15U.K. The corporate venturing scheme

Part IIIU.K. The issuing company

The partnerships and joint ventures requirementU.K.

19(1)The requirement as to partnerships and joint ventures is that neither the issuing company nor any of its qualifying subsidiaries is at any time during the qualification period relating to the relevant shares—U.K.

(a)a member of a partnership falling within sub-paragraph (2), or

(b)a party to a joint venture falling within sub-paragraph (3).

(2)A partnership of which the issuing company, or any of its qualifying subsidiaries, is a member falls within this paragraph at any time when—

(a)the relevant trade is being carried on, or to be carried on, by the partners in partnership,

(b)the other partners include at least one other company, and

(c)the same person (or persons) are the beneficial owner (or owners) of more than 75% of the issued share capital or the ordinary share capital of both—

(i)the issuing company, and

(ii)at least one of the other partners.

(3)A joint venture to which the issuing company, or any of its qualifying subsidiaries, is a party falls within this paragraph at any time when—

(a)the relevant trade is being carried on, or to be carried on, by that party in its capacity as a party to the joint venture,

(b)the other parties include at least one other company, and

(c)the same person (or persons) are the beneficial owner (or owners) of more than 75% of the issued share capital or the ordinary share capital of both—

(i)the issuing company, and

(ii)at least one of the other parties.

(4)For the purposes of sub-paragraphs (2) and (3)—

(a)the relevant trade” means any trade by reference to which the trading activities requirement is met in respect of the issuing company in relation to the relevant shares; and

(b)there shall be attributed to any person any issued share capital or ordinary share capital held by any other person who is an associate of his.