Except with the consent of the Panel, a Bidder or persons acting in concert with it may not make any arrangements with shareholders and may not deal or enter into arrangements to deal in shares of the Target, or enter into arrangements which involve acceptance of an offer, either during an offer or when one is reasonably in contemplation, if there are favourable conditions attached which are not being extended to all shareholders.

An arrangement made with a person who, while not a shareholder, is interested in shares carrying voting rights in the Target will also be prohibited by this Paragraph if favourable conditions are attached which are not being extended to the shareholders. For the avoidance of doubt, there is no requirement to extend an offer or any arrangement which would otherwise be prohibited by this Paragraph to any person who is interested in shares, but is not a shareholder.

(See also Paragraph Paragraph 34.3)