First Previous (IRISH TAKEOVER PANEL ACT, 1997)

5 1997

IRISH TAKEOVER PANEL ACT, 1997

SCHEDULE

Principles applicable to the Conduct of Takeovers, etc.

Section 1 (1).

1. All shareholders of the same class of the offeree shall be treated similarly by an offeror.

2. Where information is tendered by the offeror or offeree or their respective advisers to shareholders of the offeree in the course of any offer it shall be made available equally to all of the shareholders who may accept the offer.

3. No offer shall be made and no announcement of a proposed offer shall be made save after careful and responsible consideration of the matter by the offeror and any advisers of the offeror and only if the offeror and any advisers of the offeror are satisfied that the offeror will be able to implement the offer if it is accepted.

4. Shareholders to whom an offer is made shall be entitled to receive such information and advice as will enable them to make an informed decision on the offer. For that purpose the information and advice should be accurate and adequate and be furnished to the shareholders in a timely fashion.

5. It is the duty of all parties to a takeover or other relevant transaction to prevent the creation of a false market in any of the securities of the offeror or offeree and to refrain from any statement or conduct which could mislead shareholders or the market.

6. It is the duty of the directors of an offeree when an offer is made or when they have reason to believe that the making of an offer is imminent to refrain from doing anything as respects the conduct of the affairs of the offeree which might frustrate that offer or deprive shareholders of the opportunity of considering the merits of the offer, except upon the authority of those shareholders given in general meeting.

7. Directors of the offeree shall give careful consideration before they enter into any commitment with an offeror (or any other person) which would restrict their freedom to advise shareholders of the offeree in the future.

8. The directors of the offeree and (if it is a company) of the offeror owe a duty to the offeree and the offeror respectively and to the respective shareholders of those companies to act in disregard to personal interest when giving advice and furnishing information in relation to the offer; in discharging that duty the said directors shall be bound to consider the interests of the shareholders as a whole.

9. Rights of control must be exercised in good faith and the oppression of a minority is not acceptable in any circumstances.

10. Where an acquisition of securities is contemplated as a result of which a person may incur an obligation to make an offer, he or she must, before making the acquisition, ensure that he or she can and will continue to be able to implement such an offer.

11. An offeree ought not to be disrupted in the conduct of its affairs beyond a reasonable time by an offer for its securities.

12. A substantial acquisition of securities (whether such acquisition is to be effected by one transaction or a series of transactions) shall take place only at an acceptable speed and shall be subject to adequate and timely disclosure.