APPENDIX [1]—Conditions and further terms of the Offer Part A 1 Conditions The Offer is subject to the following conditions: 1.1 Acceptance condition valid acceptances being received (and not validly withdrawn in accordance with the rules and requirements of the Code and the terms of the Offer) by not later than 1.00 pm (London time) on the Unconditional Date (or such other time(s) and/or date(s) as [Offeror] may, subject to the rules of the Code or with the consent of the Panel, decide) in respect of Shares which, together with all other Shares acquired by [Offeror] (whether pursuant to the Offer or otherwise) carry not less than [90] per cent. (or such lower percentage as [Offeror] may decide) in nominal value of the Shares to which the Offer relates and of the voting rights attached to those shares, provided that (a) this Condition will not be satisfied unless [Offeror] and/or any of its associates shall have acquired or agreed to acquire (whether pursuant to the Offer or otherwise) Shares carrying in aggregate more than 50 per cent.

Appendix [5]—DEFINITIONS The following apply throughout this document unless the context otherwise requires: [Offeree] or the Offeree • [insert full name of offeree] PLC, a public limited company incorporated in [insert country of incorporation] with registered number [insert number] [Offeree] Directors • the directors of [Offeree] at the date of this document, as set out in paragraph [insert number] of Appendix [4] [[Offeree] Group • [Offeree] and its subsidiary undertakings] [[Offeree] Optionholders • holders of options in the [Offeree] Share Option Scheme [Offeree] Shareholders • holders of Shares [[Offeree] Share Option Scheme • any of [insert names of all the share option schemes operated by offeree]] [Offeree] Warrantholders • holders of [Offeree] Warrants [Offeree] Warrants • the warrants to subscribe for Shares issued under the [Offeree] share warrant instrument dated [insert date]] [Offeror] or the Offeror • [insert full name of offeror], a [public OR private] limited company [and a wholly owned subsidiary of [Offeror Parent]], incorporated in [England and Wales] with registered number [insert number] [for the sole purpose of implementing the Offer] [Offeror] Directors • the directors of [Offeror] at the date of this document, as set out in paragraph [insert number] of Appendix [4] [[Offeror] General Meeting • the meeting of [Offeror] Shareholders (and any adjournment thereof)

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the Offer or the action you should take, you are recommended to seek your own personal independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser. If you sell, or have sold or otherwise transferred, all of your Shares (other than pursuant to the Offer), please send this document and any accompanying documents (but not any personalised Form of Acceptance) at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. However, such documents should not be distributed, forwarded or transmitted in or into any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of that jurisdiction.

Part B Further terms of the Offer Definitions Except where the context requires otherwise, any reference in this Part B of Appendix 1 or in Parts C or D of this Appendix 1 and in the Form of Acceptance to: (a) the Offer includes any election available under the Offer and any revision, variation, renewal or extension of the Offer; (b) the Acceptance Condition means the condition in paragraph 1.1 of Part A of this Appendix 1; (c) Acceptance Condition becoming or being satisfied or any similar expression means the Acceptance Condition becoming or being declared satisfied and references to satisfaction of the Acceptance Condition shall be construed accordingly; (d) the Offer becoming unconditional means all of the Conditions becoming, or being declared, satisfied, or where capable of being waived, waived, and references to the Offer having become, or having been declared, unconditional shall be construed accordingly; (e) acceptance of the Offer includes deemed acceptance of the Offer; (f) a person acting in concert with [Offeror] is a reference to

Definitions Include the following definitions as appropriate in Precedent: Offer document—definitions (Appendix 5): Alternative TTE instruction • a TTE instruction meeting the requirements set out in paragraph [13.2(c)] of Part II of the Offer Document Loan Note Alternative • the loan note alternative available under the Offer pursuant to which Offeree Shareholders may elect to receive Loan Notes instead of all or part of the cash consideration to which they would otherwise be entitled under the Offer, particulars of which are set out in [Appendix X] to this document Loan Noteholder • a holder of Loan Notes Loan Note Instrument • the instrument constituting the Loan Notes, to be executed by [Offeror] conditionally upon the Offer becoming or being declared unconditional Loan Notes • the Loan Notes to be issued by pursuant to the Loan Note Alternative Noteholder Resolution • means either: (a) a resolution passed at a meeting of the Loan Noteholders duly convened and held in accordance with the provisions of the Loan Note Instrument and carried by a majority consisting of not less than 75% of the persons voting at such meeting upon a show of hands or, if a poll is demanded,

Definitions Include the following definitions as appropriate in Precedent: Offer document—definitions (Appendix 5): New Offeror Shares • the [Offeror] shares proposed to be issued to [Offeree] Shareholders pursuant to the terms of the Offer [Offeror Prospectus • the prospectus relating to [Offeror] to be published in respect of the New Offeror Shares to be issued in connection with the Offer] Offeror Shares • the ordinary shares of [insert number] each in the capital of [Offeror] If the issue of the New Offeror Shares will require shareholder approval replace the existing definition of ‘Offeror Shareholder Resolutions’ in Precedent: Offer document—definitions (Appendix 5) with the following: [Offeror] Shareholder Resolutions • such resolutions as are necessary or, in the opinion of [Offeror], desirable to approve, effect and implement the Offer, including a resolution or resolutions to authorise the allotment of the New Offeror Shares pursuant to the Offer[, and approve the Offer in accordance with the reverse takeover requirements under the UK Listing Rules] Replace the existing definition of ‘Closing Price’ in Precedent: Offer document—definitions (Appendix 5) with the following: Closing Price • the closing middle-market quotation of a Share or, as the context requires,

An offer of existing securities, already issued or allotted, to the public or selected investors usually by an intermediary, such as an investment bank, on behalf of the holders of the securities.

An offer of new securities in an issuer to the public or selected investors usually by an intermediary, such as an investment bank, on behalf of the issuer .

This Practice Note identifies the key issues for employers and employees to consider when making or receiving an offer of employment. While in many areas employers and employees may be concerned about the same issues (eg making sure the terms of the offer are accurately recorded), their interests will be different. The end of this note identifies some specific areas commonly of particular concern on each side. For more detailed guidance on discrimination considerations and other issues that may arise during the recruitment process, including competition law considerations, see Practice Note: Recruitment—methods, discrimination and other issues. For information on data protection issues in recruitment, see Practice Note: Recruitment and selection—data protection issues. Form of the offer An offer of employment can be made orally or in writing but it is advisable that it is in writing to remove uncertainty as to its terms. If it is made orally, there is a risk that not all terms have been fully identified and that the parties are proceeding on different understandings. When interviewing, it can be important to be clear

An offer period will commence when the first announcement is made of an offer or possible offer for a company, or when certain other announcements are made, such as an announcement that a purchaser is being sought for an interest in shares carrying 30% or more of the voting rights of the company or that the board of the company is seeking potential offerors. An offer period will end when an announcement is made that an offer has become or has been declared unconditional, that a scheme of arrangement has become effective, that all announced offers have been withdrawn or have lapsed or following certain other announcements having been made (such as all publicly identified potential offerors having made a statement to which Rule 2.8 applies). Where an offer is unconditional from the outset, or becomes or is declared unconditional prior to Day 21, the offer period will nevertheless continue until Day 21.

Generally, the price at which a person can purchase or subscribe for a security in an IPO or offer'>secondary offer. The term also has relevance in the context of a takeover or scheme of arrangement.

This Practice Note examines how an offeror can revise or extend its offer and bring forward certain aspects of the offer timetable by issuing an acceptance condition invocation notice or an acceleration statement. It also considers the treatment of alternative offers and how the City Code on Takeovers and Mergers regulates competing bids in the later stages of an offer. Revisions Sometimes during the course of an offer, an offeror may wish to revise its offer terms, particularly where there are competing offers or the offer is not recommended by the offeree board. There is more flexibility to do this where the transaction is structured as a contractual offer rather than a scheme of arrangement, owing to the need to accommodate the court timetable in the scheme process. However, whether the transaction is structured as an offer or scheme, the parties will need to be mindful of certain restrictions and requirements under the Code. Making a revised offer An offeror is obliged under the Code to publish any revised offer in a revised offer/scheme