Additional Presumptions to the Definition of Acting in Concert (RS 2015/3) Under the Code, persons who are or who are presumed to be acting in concert are treated as a single person such that, for example, their interests in shares must be aggregated when considering the application of the Rule 9.1 mandatory offer requirement. Similarly, dealings by persons who are acting in concert with the bidder or with the target company are treated under the Code as equivalent to dealings by the bidder or the target company (or its directors) and as such are relevant when considering the application of those Code provisions regulating dealings in securities. The Panel noted that it has been established practice to presume certain persons to be acting in concert with each other even though they are not covered by the existing presumptions in the Code definition. RS 2015/3 codifies the Panel’s existing practice by introducing new presumptions into the definition of “acting in concert” for the following categories of persons:  a person, the person’s close relatives, and related trust;  the close relatives of a founder of a company to which the Code applies, their close relatives, and related trusts; and  shareholders in a private company who sell their shares for the issue of new shares in a company to which the Code applies, or who, following the re-registration of that company as a public company become shareholders in a company to which the Code applies. In addition, the Panel will introduce a new definition of “close relatives” which would normally (as a matter of presumption) include: (i) the person’s spouse, civil partner or cohabitant; (ii) the person’s children, parents, brothers, sisters, grandchildren and grandparents, and those of any person described in (i); and the spouse, civil partner or cohabitant of any person described in (ii). The Panel has noted that the presumptions set out above are capable of being rebutted in any particular case. In particular, in relation to the presumption relating to private company shareholders, the Panel has noted that this presumption may be rebutted where such shareholders do not have a common interest, are acting independently of each other and will continue to do so.

This would also be the case where such shareholders are independent institutional shareholders, as opposed to, individuals who founded or who otherwise became members of the private company. If you have any questions regarding the matters covered in this publication, please contact any of the lawyers listed below or your regular Davis Polk contact. Will Pearce +44 20 7418 1448 will.pearce@davispolk.com Simon Witty +44 20 7418 1015 simon.witty@davispolk.com William Tong +44 20 7418 1089 william.tong@davispolk.com © 2015 Davis Polk & Wardwell London LLP | 5 Aldermanbury Square | London EC2V 7HR This communication, which we believe may be of interest to our clients and friends of the firm, is for general information only. It is not a full analysis of the matters presented and should not be relied upon as legal advice. This may be considered attorney advertising in some jurisdictions.

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