SCHEDULES

SCHEDULE 1Rules for interpretation of regulation 7(2)

Shares or rights held “indirectly”9

1

A person holds a share “indirectly” if the person has a majority stake in another person and that other person—

a

holds the share in question, or

b

is part of a chain of persons—

i

each of whom (other than the last) has a majority stake in the person immediately below it in the chain, and

ii

the last of whom holds the share.

2

A person holds a right “indirectly” if the person has a majority stake in another person and that other person—

a

holds that right, or

b

is part of a chain of persons—

i

each of whom (other than the last) has a majority stake in the person immediately below it in the chain, and

ii

the last of whom holds that right.

3

For these purposes, a person (“A”) has a “majority stake” in another person (“B”) if—

a

A holds a majority of the voting rights in B,

b

A is a member of B and has the right to appoint or remove a majority of the board of directors of B,

c

A is a member of B and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in B, or

d

A has the right to exercise, or actually exercises, dominant influence or control over B.

4

In the application of this paragraph to the right to appoint or remove a majority of the board of directors, a person (“A”) is to be treated as having the right to appoint a director if—

a

any person’s appointment as director follows necessarily from that person’s appointment as director of A, or

b

the directorship is held by A itself.