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CONSOLIDATED AND SEPARATE FINANCIAL  STATEMENTS
            Illustration 5




            • Z Ltd holds 40% of the voting rights in Y Ltd, whose relevant

                activities are directed through voting rights. The remaining voting

                rights are widely dispersed amongst shareholders who do not
                individually own more than 1% of the voting rights.



            • However, some of the shareholders with common interests have

                a collective voting agreement in terms of which their votes are

                cast in aggregate by a nominated representative. The aggregate

                of those voting rights represents 52% of the voting rights in Y Ltd.


            • Does Z Ltd have power over Y Ltd?


                    • The collective voting agreement warrants consideration of the voters it
                       represents as an organised group of voters

                    • The organised group of voters control 52% of the voting rights in Y Ltd

                    • Thus, they are able to prevent Z Ltd from directing the relevant

                       activities of Y Ltd

                    • Therefore, Z Ltd does not have power over Y Ltd, even though it is the

                       single largest shareholder
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