SCHEDULES

SCHEDULE 1Rules for interpretation of regulations 7(2) and 16(7)

Voting rights

5.

(1)

A reference to the voting rights in a person is to the rights conferred on shareholders in respect of their shares (or, in the case of a person not having a share capital, on members) to vote at general meetings of the person on all or substantially all matters.

(2)

In relation to a person that does not have general meetings at which matters are decided by the exercise of voting rights—

(a)

a reference to holding voting rights in the person is to be read as a reference to holding rights in relation to the person that are equivalent to those of a person entitled to exercise voting rights in a company;

(b)

a reference to holding “more than 50% of the voting rights” in the person is to be read as a reference to holding the right under the constitution of the person to block changes to the overall policy of the person or to the terms of its constitution.