Every person who increases voting control as a result of the acquisition by a code company of its own voting securities is exempted from rule 6(1) of the Code in respect of that increase in voting control.

The exemption is subject to the conditions that-

1. for the purposes of the exemption, the acquisition is approved by an ordinary resolution of the shareholders of the code company; and
2. neither the person nor any person who is or was at the time an associate of the person voted in favour of the resolution relating to the person's voting control increase; and
3. the notice of meeting containing the proposed resolution contained, or was accompanied by,-
   1. the identity of the person; and
   2. particulars of the voting securities that may be acquired by the code company, including-
      1. the maximum number of voting securities that may be acquired; and
      2. the percentage of all voting securities of the code company that the maximum number of voting securities represents; and
      3. the potential maximum percentage of all voting securities in the code company that the person would hold or control if the maximum number of voting securities were acquired; and
      4. the potential maximum aggregate of the percentages of all voting securities in the code company that the person and the person's associates would hold or control if the maximum number of voting securities were acquired; and
   3. full particulars of the acquisition; and
   4. the consideration for the acquisition or the manner in which the consideration would be determined and when the consideration would be payable; and
   5. the reasons for the acquisition; and
   6. a statement to the effect that the increase in the person's voting control that would result only from the acquisition by the code company of its own voting securities, if approved, would be permitted as an exception to rule 6 of the Code; and
   7. a report (or summary of a report) from an independent adviser in relation to the acquisition that complies with rule 18 of the Code (as if the references in that rule to acquisition under rule 7(c) of the Code and notice of meeting referred to in rule 15 of the Code were references to the acquisition and the notice, respectively); and
   8. a statement by the directors of the code company in relation to the acquisition that complies with rule 19 of the Code (as if the reference in that rule to acquisition under rule 7(c) of the Code was a reference to the acquisition); and
   9. a summary of the terms and conditions of the exemption; and
4. the number and percentages required to be disclosed in the notice of meeting under clause 4(2)(c)(ii) were calculated:
   1. on the basis of the number of shares of the Code company on issue 7 days before the date of the notice of meeting; and
   2. on the assumption that, other than as a result of the acquisition, there is no change to the total number of voting securities on issue between the date that was 7 days before the date of the notice of meeting and the completion of the acquisition; and
5. the notice of meeting containing the proposed resolution displayed, in a prominent position, a disclaimer stating that by exempting the person from rule 6(1) of the Code, the Panel is:
   1. neither endorsing nor supporting the accuracy or reliability of the contents of the notice of meeting;
   2. not implying it has a view on the merits of the acquisition by the code company; and
6. the form of the notice of meeting containing the proposed resolution was approved by the Panel; and
7. at the same time that the notice of meeting containing the proposed resolution was sent to shareholders, the code company also sent to the Panel, in hard copy and (if possible) in electronic form, a copy of the notice and any document accompanying it that related to the meeting; and
8. at the same time that a person (if any) published or sent to the shareholders, in respect of the meeting, a statement or information that was not required to be published or sent by the rules of the Code, or by this clause as a condition of this exemption, that person also sent to the Panel, in hard copy and (if possible) in electronic form, a copy of that statement or information; and
9. rules 18 and 19 of the Code are complied with in relation to the proposed acquisition (as if the references in those rules to acquisition under rule 7(c) of the Code and notice of meeting referred to in rule 15 of the Code were references to the acquisition and the notice, respectively); and

The exemption is subject to the additional condition that there is no effective change in control of the person (if it is a body corporate) during the acquisition term. This condition does not apply if:

1. that effective change in control of the person was approved in accordance with rule 7(c) or rule 7(d) of the Code (as the case may be) or permitted under another exemption granted by the Panel; and
2. the notice of meeting required by rule 15 or rule 16 of the Code (as the case may be) or as a condition of an exemption granted by the Panel contained or was accompanied by the information required to be disclosed under clause 4(4)(a), stated as at the date of the notice of meeting that relates to the effective change of control.

The exemption is subject to the additional conditions that:

1. if a buyback is undertaken over a period of more than 12 months, every annual report of the code company during the acquisition term includes, in a prominent position and in a form approved by the Panel, -
   1. a summary of the terms of the acquisition that was approved; and
   2. a statement, as at the date of the annual report, of -
      1. the number of voting securities acquired by the code company under the acquisition;
      2. the total percentage of the total voting securities on issue that are held or controlled by the person;
      3. the total percentage of the total voting securities on issue that are held or controlled, in aggregate, by the person and the person's associates;
      4. the maximum percentage of the total voting securities on issue that could be held or controlled by the person if the maximum number of voting securities were acquired by the code company;
      5. the maximum percentage of the total voting securities on issue that could be held or controlled, in aggregate, by the person and the person's associates if the maximum number of voting securities were acquired by the code company; and
2. if a buyback is undertaken over a period of more than 12 months and the code company has a website about itself it must,during the acquisition term:
   1. disclose on its website the information required to be disclosed under clause 4(4)(a); and
   2. announce on its website any aggregate increase of 1% or more in the voting rights held or controlled by the person since the date of last disclosure under this subclause, or, where no prior disclosure has been made, since the date of the first aggregate increase of 1% or more in the voting rights held or controlled by the person;
   3. the announcement referred to in clause 4(4)(b)(ii) must be made as soon as the code company is aware, or ought to be aware, that the relevant increase has occurred;

The exemption is subject to the additional terms and conditions that, during the acquisition term, the person may only increase their voting control by a means other than under the acquisition, if the following have first been complied with in relation to the other increase:

1. the approval requirements of clause 4(6) and clause 4(7); and
2. the notice of meeting requirements of clause 4(8).

For the purposes of clause 4(5):

1. if the other increase is by an acquisition by the person of voting securities then that acquistion must be approved in accordance with rule 7(c) of the Code or permitted by another exemption granted by the Panel; and
2. if the other increase is by an allotment to the person of voting securities then that allotment must be approved in accordance with rule 7(d) of the Code or permitted by another exemption granted by the Panel.

For the purposes of clause 4(5), if an other increase would result in the maximum percentage of voting securities that could be held or controlled by the person as disclosed in the notice of meeting in respect of the acquisition approved under clause 4(2)(a) to be exceeded, then the acquisition by the code company of its own voting securities must be approved by an ordinary resolution of the shareholders of the code company as an adjusted acquisition.

For the purposes of clause 4(5):

1. the notice of meeting required by rule 15 or rule 16 of the Code (as the case may be) also contained or was accompanied by:
   1. a summary of the terms of the acquisition that was approved under clause 4(2)(a); and
   2. a statement, as at the date that was 7 days before the date of the notice of meeting containing the proposed resolution for approval of the other increase and the adjusted acquisition for the purposes of clause 4(6) and clause 4(7) respectively, of -
      1. the number of voting securities of the code company that the person holds or controls and the percentage of all voting securities of the code company that that number represents; and
      2. the maximum number of voting securities that may be acquired by the code company under the acquisition; and
      3. the percentage of all voting securities of the code company that the maximum number of voting securities represents; and
      4. the maximum percentage of the total voting securities on issue that could be held or controlled by the person after the acquisition by the code company of its own voting securities if the maximum number of voting securities were acquired; and
      5. the maximum percentage of the total voting securities on issue that could be held or controlled, in aggregate, by the person and the person's associates after the acquisition by the code copy of its own voting securities if the maximum number of voting securities were acquired;

For the purposes of clauses 4(8)(a)(ii)(B) to 4(8)(a)(ii)(E) the percentages required to be disclosed must be calculated on the basis that:

1. the person's voting control will increase as a result of the other increase and will increase as a result of the acquisition; and

1. the person's voting control will increase only as a result of the acquisition.