voting power

(in SUP 11 (Controllers and close links) and SUP 16 (Reporting requirements) (in accordance with section 422 of the Act):

1. (a) includes, in relation to a person ("H"):
   1. (i) voting power held by a third party with whom H has concluded an agreement, which obliges H and the third party to adopt, by concerted exercise of the voting power they hold, a lasting common policy towards the management of the undertaking in question;
   1. (ii) voting power held by a third party under an agreement concluded with H providing for the temporary transfer for consideration of the voting power in question;
   1. (iii) voting power attaching to shares which are lodged as collateral with H, provided that H controls the voting power and declares an intention to exercise it;
   1. (iv) voting power attaching to shares in which H has a life interest;
   1. (v) voting power which is held, or may be exercised within the meaning of subparagraphs (i) to (iv), by a subsidiary undertaking of H;
   1. (vi) voting power attaching to shares deposited with H which H has discretion to exercise in the absence of specific instructions from the shareholders;
   1. (vii) voting power held in the name of a third party on behalf of H;
   1. (viii) voting power which H may exercise as a proxy where H has discretion about the exercise of the voting power in the absence of specific instructions from the shareholders; and
1. (b) in relation to an undertaking which does not have general meetings at which matters are decided by the exercise of voting rights, the right under the constitution of the undertaking to direct the overall policy of the undertaking or alter the terms of its constitution.12