controlling shareholder

means any person who exercises or controls on their own or together with any person with whom they are acting in concert, 30% or more of the votes able to be cast on all or substantially all matters at general meetings of the company. For the purposes of calculating voting rights, the following voting rights are to be disregarded:217

1. (1) any voting rights which such a person exercises (or controls the exercise of) independently in its capacity as: 217
   1. 282(a) bare trustee;
   2. 282(b) investment manager;
   3. 282(c) collective investment undertaking; or
   4. 282(d) a long-term insurer in respect of its linked long-term business,
   282if no associate of that person interferes by giving direct or indirect instructions, or in any other way, in the exercise of such voting rights (except to the extent any such person confers or collaborates with such an associate which also acts in its capacity as investment manager, collective investment undertaking or long-term insurer); or
2. (2) any voting rights which a person may hold (or control the exercise of) solely in relation to the direct performance, by way of business, of:217and where the conditions below are satisfied:
   1. (a) underwriting the issue or sale of securities; 217282
   2. (b) placing securities, where the person provides a firm commitment to acquire any securities which it does not place; or 217
   3. (c) acquiring securities from existing shareholders or the issuer pursuant to an agreement to procure third-party purchases of securities;217
   4. (i) the activities set out in (2)(a) to (c) are performed in the ordinary course of business;217
   5. (ii) the securities to which the voting rights attach are held for a consecutive period of 5 trading days or less, beginning with the first trading day on which the securities are held;217
   6. (iii) the voting rights are not exercised within the period the securities are held; and217
   7. (iv) no attempt is made directly or indirectly by the person to intervene in (or attempt to intervene in) or exert (or attempt to exert) influence on the management of the issuer within the period the securities are held.217
   and where the conditions below are satisfied: