Restriction on acquirer representation: board appointments barred during the offer period unless escrowed consideration is deposited.

Appointments of persons representing the acquirer or persons acting in concert to the target company's board are barred during the offer period; an exception allows appointments after fifteen working days only if the acquirer deposits the entire open offer consideration into the escrow account, and conditional offers requiring minimum acceptances or competing offers preclude any such appointments. Vacancies from death or incapacitation may be filled by shareholder postal ballot, and any existing representative director must recuse from deliberations and voting on open offer matters.

---

---

---