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20.1 WHEN SHAREHOLDERS' CONSENT IS REQUIRED

During the course of an offer, or even before the date of the offer if the board of the Target has reason to believe that a bona fide offer might be imminent, the board must not, without the approval of the shareholders in general meeting:

(a) take any action which may result in any offer or bona fide possible offer being frustrated or in shareholders being denied the opportunity to decide on its merits; or
(i) issue any shares or transfer or sell, or agree to transfer or sell, any shares out of treasury or effect any redemption or purchase by the company of its own shares;
(ii) issue or grant options in respect of any unissued shares;
(iii) create or issue, or permit the creation or issue of, any securities carrying rights of conversion into or subscription for shares;
(iv) sell, dispose of or acquire, or agree to sell, dispose of or acquire, assets of a material amount; or
(v) enter into contracts otherwise than in the ordinary course of business.
The Panel must be consulted in advance if there is any doubt as to whether any proposed action may fall within this Paragraph.

The notice convening any relevant meeting of shareholders must include information about the offer or anticipated offer.

Where it is felt that:
(a) the proposed action is in pursuance of a contract entered into earlier or another pre existing obligation; or
(b) a decision to take the proposed action had been taken before the beginning of the period referred to above which:
(i) has been partly or fully implemented before the beginning of that period; or
(ii) has not been partly or fully implemented before the beginning of that period but is in the ordinary course of business,
the Panel must be consulted and its consent to proceed without a shareholders' meeting obtained.