SCHEDULES

[F1SCHEDULE 1CU.K.Rules of the Takeover Panel: general principles and other provision

PART 2U.K.Other provision

Obligations of the board of directors of the offeree companyU.K.

18.(1)Rules must ensure that the board of directors of the offeree company must draw up and make public a document setting out its opinion of the takeover bid and the reasons for the opinion, including its views on—U.K.

(a)the effects of implementation of the takeover bid on all the company’s interests and specifically employment, and

(b)the offeror’s strategic plans for the offeree company and their likely repercussions on employment and the locations of the company’s places of business as set out in the offer document in accordance with paragraph 12(4)(k).

(2)Rules must ensure that the board of directors of the offeree company must at the same time communicate that opinion—

(a)to the representatives of its employees, or

(b)where there are no such representatives, to the employees themselves.

(3)Rules must ensure that, where the board of directors of the offeree company receives in good time a separate opinion from the representatives of its employees on the effects of the takeover bid on employment, that opinion must be appended to the document.]