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SCHEDULES

[F1SCHEDULE 11BU.K.CONNECTED PERSONS

PART 1U.K.MEANING OF “CONNECTED PERSON”

Associated bodies corporateU.K.

4(1) This paragraph defines what is meant by a manager being “associated” with a body corporate.

(2)A manager is associated with a body corporate if, but only if—

(a)the manager, or a person connected with the manager, is a director or senior executive who has the power to make management decisions affecting the future development and business prospects of the body corporate; or

(b)the manager and the persons connected with the manager together—

(i)are interested in shares comprised in the equity share capital of that body corporate of a nominal value equal to at least 20% of that share capital, or

(ii)are entitled to exercise or control the exercise of more than 20% of the voting power at any general meeting of that body.

(3)The rules set out in Part 2 of this Schedule (references to interest in shares or debentures) apply for the purposes of this paragraph.

(4)References in this paragraph to voting power the exercise of which is controlled by a manager include voting power whose exercise is controlled by a body corporate controlled by the manager.

(5)Shares in a company held as treasury shares, and any voting rights attached to such shares, are disregarded for the purposes of this paragraph.]