(3)
Capital Research and Management Company, or CRMC, a U.S. – based investment management company, holds these shares in the form of ADSs. The Capital Group Companies, Inc. is the parent company of CRMC. The business address for CRMC is 333 South Hope Street, Los Angeles, CA 90071.
(4)
Scopia Capital Management LP, a U.S.-based investment management company, holds these shares in the form of ADSs. The business address for Scopia Capital Management LP is 152 West 57
th
Street, New York, NY 10019.
(5)
Includes (i) 23,972,808 ordinary shares indirectly held by Prudential plc, (ii) 23,972,808 ordinary shares indirectly held by M&G Group Limited, a wholly owned subsidiary of Prudential plc, (iii) 23,972,808 ordinary shares indirectly held by M&G Limited, a wholly owned subsidiary of M&G Group Limited, (iv) 23,972,808 ordinary shares indirectly held by M&G Investment Management Limited, a wholly owned subsidiary of M&G Limited and (v) 23,972,808 ordinary shares held of record by M&G Securities Limited, a wholly owned subsidiary of M&G Limited. The business address for Prudential plc is 225 W Wacker Drive Suite 1200, Chicago, IL60606.
(6)
The business addresses for the listed beneficial owners are as follows: Janus Henderson Group plc, a U.K.-based investment management company, is located at 201 Bishopsgate, London, EC2M 3AE; Janus Capital Management LLC, a U.S.-based investment management company, is located at 151 Detroit St., Denver, CO 80206.
(7)
Includes 25,000 ordinary shares beneficially owned by Dr. Guy’s spouse, 523,925 shares held by a pension plan of which Dr. Guy and his spouse are beneficiaries, and options to purchase 128,053 ordinary shares that have vested.
(8)
Includes 2,143,314 ordinary shares beneficially owned by The Gover Family Investment LLP, of which Mr. Gover owns 99% and the remaining 1% is held by his spouse.
(9)
Includes 21,696 shares held by his personal pension plan, 5,912 shares owned personally and options to purchase 507,572 ordinary shares that have vested.
Our major shareholders do not have different voting rights. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.
Citibank, N.A. is the holder of record for our ADS program, whereby each ADS represents twelve ordinary shares. As of September 30, 2017, Citibank, N.A. held 283,563,168 ordinary shares representing 93% of our issued share capital held at that date. As of September 30, 2017, we had a further 723,622 ordinary shares held by 11 U.S. resident shareholders of record, representing less than one percent of total voting power. Certain of these ordinary shares and ADSs were held by brokers or other nominees. As a result, the number of holders of record or registered holders in the U.S. is not representative of the number of beneficial holders or of the residence of beneficial holders.
B. Related Party Transactions.
During the three year period ended September 30, 2017, there has not been, nor is there currently proposed, any material transaction or series of similar material transactions to which we were or are a party in which any of our directors, members of our executive management board, associates, holders of more than 10% of any class of our voting securities, or any affiliates or member of the immediate families of any of the foregoing persons, had or will have a direct or indirect material interest, other than the compensation and shareholding arrangements we describe where required in the section of this Annual Report titled “Management.”
We have adopted a related person transaction policy which sets forth our procedures for the identification, review, consideration and approval or ratification of related person transactions. For purposes of our policy only, a related person transaction is a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we and any related person are, were or will be participants. Transactions involving compensation for services provided to us as an employee or director are not covered by this policy. A related person is any employee, director or beneficial owner of more than 3% of any class of our voting securities, including any of their immediate family members and any entity owned or controlled by such persons.
Under the policy, if a transaction has been identified as a related person transaction, including any transaction that was not a related person transaction when originally consummated or any transaction that was not initially identified as a related person transaction prior to consummation, our management must present information regarding the related person transaction to our Audit Committee, or, if Audit Committee approval would be inappropriate, to another independent body of our board of directors, for review, consideration and approval or ratification. The presentation must include a description of, among other things, the material facts, the interests, direct and indirect, of the related persons, the benefits to us of