(1) The following table specifies the steps required for, and the sections that apply to, the different types of buy-back.

Note: Subsections (2) and (3) of this section explain what an equal access scheme is. The 10/12 limit is the 10% in 12 months limit laid down in subsections (4) and (5). Subsections (6) and (7) of this section explain what an on-market buy-back is. See section 9 for definitions of minimum holding buy-back , employee share scheme buy-back and selective buy-back .

Equal access scheme

(2) An equal access scheme is a scheme that satisfies all the following conditions:

(a)

the offers under the scheme relate only to ordinary shares;

(b)

the offers are to be made to every person who holds ordinary shares to buy back the same percentage of their ordinary shares;

(c)

all of those persons have a reasonable opportunity to accept the offers made to them;

(d)

buy-back agreements are not entered into until a specified time for acceptances of offers has closed;

(e)

the terms of all the offers are the same.

(3) In applying subsection (2), ignore:

(a)

differences in consideration attributable to the fact that the offers relate to shares having different accrued dividend entitlements;

(b)

differences in consideration attributable to the fact that the offers relate to shares on which different amounts remain unpaid;

(c)

differences in the offers introduced solely to ensure that each shareholder is left with a whole number of shares.

10/12 limit

(4) The 10/12 limit for a company proposing to make a buy-back is 10% of the smallest number, at any time during the last 12 months, of votes attaching to voting shares of the company.

Exceeding the 10/12 limit

(5) A proposed buy-back would exceed the 10/12 limit if the number of votes attaching to:

(a)

all the voting shares in the company that have been bought back during the last 12 months; and

(b)

the voting shares that will be bought back if the proposed buy-back is made;