UNITED KINGDOM BUSINESS AS USUAL

ARTICLE 9 ACCEPTED

MINOR POINTS ON R 21 Applies once a bid believed to be imminent Panel consent required for: - prior decisions fully implemented - prior decision not fully implemented but in ordinary course of business -fulfilment of prior obligations

PARTICULAR APPLICATIONS OF R 21 INDUCEMENT FEES (R 21.2) LITIGATION INTERIM DIVIDENDS REFUSING TO OPEN THE COMPANY’S BOOKS

ARTICLE 11 OPTED OUT IRRATIONAL? MANAGERIAL DECISIONS – Proper Purposes Rule VOTING AND TRANSFER RESTRICTIONS – Leave to the Market

ART 11: OPTING BACK IN RESTRICTIONS IN THE ARTICLES: PUT THE BURDEN ON THE COMPANY - NO COMPENSATION - ROLE OF CLASS RIGHTS CONTRACTUAL RESTRICTIONS

RECIPROCITY: ART 12(3) REJECTED BY UK WILL UK COMPANIES OPT INTO ART 11 TO AVOID RECIPROCITY BY FOREIGN TARGETS?

MANDATORY BID: R 9 The longest rule in the Code Applies at 30% level Applies to any further acquisition in 30 – 50% range Price highest paid in 12 months prior to the bid or during the bid period (subject to Panel consent for a different level) Offer to be in cash/cash alternative Offer to all classes of equity security, even if non-voting Conditional only on 50% result

CONCERT PARTIES Longest definition in the Code Six presumptions of concerted action (which may be relaxed by the Panel) -Group and associated companies -Company and its directors -Company and pension fund -Fund manager and discretionary clients -Advisers and clients -Directors of a target company

INTER-RELATIONSHIP WITH SHAREHOLDER ACTIVISM RULES APPLY TO ACQUISITIONS OF INTERESTS IN SHARES AS WELL AS THE ACQUISITION OF SHARES - THIS INCLUDES LONG ECONOMIC EXPOSURES TO SHARES EVEN THOUGH THERE IS NO OWNERSHIP OF THEM (CONTRACTS FOR DIFFERENCES)

PANEL RELAXATIONS Rule not normally applied to ‘chain acquisitions’ New issues (with shareholder approval) Rescue operations (with shareholder protection) Enforcement of security Enfranchisement Mistake

THE PANEL AND ART 4 PANEL SHOULD MAKE, INTERPRET, AND APPLY RULES AND HEAR APPEALS WITHOUT EXTERNAL CONTROL KEEPING THE COURTS OUT AND JUDICIAL REVIEW