(1) A bidder, or an associate, must not, during the offer period for a takeover bid, give, offer to give or agree to give a benefit to a person if:

(a)

the benefit is likely to induce the person or an associate to:

(i)

accept an offer under the bid; or

(ii)

dispose of securities in the bid class; and

(b)

the benefit is not offered to all holders of securities in the bid class under the bid.

(2) For the purpose of this section, a person does not receive a benefit that is not offered under a takeover bid merely because the person sells bid class securities on-market and the takeover bid is an off-market bid or a conditional bid. (3) This section does not prohibit:

(a)

the variation of a takeover offer as provided by sections 649A to 650D; or

(b)

an acquisition of securities through an on-market transaction; or

(c)

simultaneous takeover bids for different classes of securities in the target.