12 DEC. ́90 16:59

LINKLATERS & PAINES 852 8107021

LINKLATERS & PAINES 8 P. 9

12

1

4.

Shareholder approval

An

offeror may not take up shares tendered to a general offer unless and until the general offer has been approved by a majority of the votes cast by disinterested shareholders in attendance in person or by proxy at a special meeting of shareholders duly convened and held to consider the proposed share repurchase. Such special meeting shall be convened by a notice of meeting which is accompanied by the offer document. If shareholders do not approve the share repurchase the offer shall be withdrawn.

A certified copy of the ordinary resolution contemplated by this Rule 4 must be filed with the Chairman within three days of the special meeting of shareholders at which such resolution is passed,

NOTES

1.

"B" shares

which have

If the offeror has shares outstanding voting rights that do not bear a reasonable relationship to the equity interest of such shares when fully

fully paid, the Chairman may require the share repurchase to be made subject to approval by a majority of the votes cast by the holders of such shares in attendance in person separate class meeting of such convened and held to consider repurchase.

or by proxy at a shareholders duly the proposed share

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