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Classification: General

2

(iii)

a person acting in his capacity as trustee

of a trust:

(A)

the beneficiaries of which include

the director or a person who by

virtue of (i) or (ii) above is

connected with him; or

(B)

the terms of which confer a

power on the trustees that may

be exercised for the benefit of

the director or any such person,

other than a trust for the purposes of an

employee share scheme or a pension scheme;

(iv)

a person acting in his capacity as

partner: (A) of the director, or (B) of a

person who, by virtue of paragraph (i),

(ii) or (iii) above is connected with the

director; and

(v)

a firm that is a legal person under the

law by which it is governed and in

which: (A) the director is a partner, (B)

a partner is a person who, by virtue of

paragraph (i), (ii) or (iii) above is

connected with the director, or (C) a

partner is a firm in which the director is

a partner or in which there is a partner

who, by virtue of paragraph (i), (ii) or

(iii) above, is connected with the

director.

For the purposes of paragraph (ii) of this

definition of

connected person

above:

I.

a director is connected with a body

corporate if he and the persons

connected with him together: (A) 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 (B)

are entitled to exercise or control the

exercise of more than 20% of the voting

power at any general meeting of that

body; and

II.

shares in a company held as treasury

shares, and any voting rights attached

to such shares, are disregarded;

controlling interest

...

in relation to a person means the ownership by

that person and his connected persons and

persons acting in concert of shares carrying the

right to exercise more than 30% of the total

number of votes which may be cast on a poll at

general meetings of the Company's shareholders

on all, or substantially all, matters;