SCHEDULES

SCHEDULE 5Enterprise management incentives

Part 3Qualifying companies

The independence requirement

9

1

The independence requirement consists of two conditions.

2

The first condition is that the company is not—

a

a 51% subsidiary of another company, or

b

a company which is under the control of—

i

another company, or

ii

another company and any other person connected with that other company,

without being a 51% subsidiary of that other company.

3

The second condition is that no arrangements are in existence by virtue of which the company could become such a subsidiary or fall under such control.

4

Arrangements with a view to a qualifying exchange of shares (see paragraph 40) do not count for the purposes of the second condition.