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TKO 6.5.1

A Bidder must not require the shareholders of the Target, as a term of his acceptance of a Bid, to appoint a proxy to vote in respect of those Shares or to appoint a particular Person to exercise any other rights or take any other action in relation to those Shares unless the appointment is on the following terms, which must be set out in the Bid Document:

(a) the proxy may not vote, the rights may not be exercised and no other action may be taken unless the Bid is wholly unconditional or, in the case of voting by the proxy, the Bid will become wholly unconditional or lapse immediately upon the outcome of the resolution in question;
(b) where relevant, the votes are to be cast as far as possible to satisfy any outstanding condition of the Bid;
(c) the appointment ceases to be valid if the acceptance is withdrawn; and
(d) the appointment applies only to Shares in respect of which there is an acceptance of the Bid.

Derived from DFSA RM23/2005 (Made 26th September 2005). [VER1/09-05]