Bidder entitled to withdraw if certain events happen during the offer period

(1) The bidder may withdraw unaccepted offers made under a market bid if 1 of the following happens during the bid period, but only if the bidder's voting power in the target is at or below 50% when the event happens:

(a)

the target converts all or any of its shares into a larger or smaller number of shares (see section 254H);

(b)

the target or a subsidiary resolves to reduce its share capital in any way;

(c)

the target or a subsidiary:

(i)

enters into a buy-back agreement; or

(ii)

resolves to approve the terms of a buy-back agreement under subsection 257C(1) or 257D(1);

(d)

the target or a subsidiary issues shares, or grants an option over its shares, or agrees to make such an issue or grant such an option;

(e)

the target or a subsidiary issues, or agrees to issue, convertible notes;

(f)

the target or a subsidiary disposes, or agrees to dispose, of the whole, or a substantial part, of its business or property;

(g)

the target or a subsidiary charges, or agrees to charge, the whole, or a substantial part, of its business or property;

(h)

the target or a subsidiary resolves to be wound up.

(2) The bidder may also withdraw unaccepted offers made under a market bid if 1 of the following happens during the bid period:

(a)

a liquidator or provisional liquidator of the target or of a subsidiary is appointed;

(b)

a court makes an order for the winding up of the target or of a subsidiary;

(c)

an administrator of the target, or of a subsidiary, is appointed under section 436A, 436B or 436C;

(d)

the target or a subsidiary executes a deed of company arrangement;

(e)

a receiver, or a receiver and manager, is appointed in relation to the whole, or a substantial part, of the property of the target or of a subsidiary.