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15.2 MANAGEMENT INCENTIVISATION

(a) Except with the consent of the Panel, where a Bidder has:
(i) entered into; or
(ii) reached an advanced stage of discussions on proposals to enter into
any form of incentivisation arrangements with members of the Target's management who are interested in shares in the Target, relevant details of the arrangements or proposals must be disclosed and the independent adviser to the Target must state publicly that in its opinion the arrangements are fair and reasonable. If it is intended to put incentivisation arrangements in place following completion of the offer, but either no discussions or only limited discussions have taken place, this fact must be stated publicly and relevant details of the discussions disclosed. Where no incentivisation arrangements are proposed, this must be stated publicly.
(b) Where the value of arrangements entered into or proposed to be entered into is significant and/or the nature of the arrangements is unusual either in the context of the relevant industry or good practice, the Panel must be consulted and its consent to the arrangements obtained. The Panel may also require, as a condition of its consent, that the arrangements be approved at a general meeting of the Target's shareholders.
(c) Where the members of the management are shareholders in the Target and, as a result of the incentivisation arrangements, they will become shareholders in the Bidder on a basis that is not being made available to all other Target shareholders, such arrangements must be approved at a general meeting of the Target's shareholders.
(d) Any approval as required by paragraph (b) or (c) above must be by a separate vote of independent shareholders, taken on a poll.