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FORM 38.5(b) (EPT/NON-RI)

IRISH TAKEOVER PANEL

OPENING POSITION DISCLOSURE/DEALING DISCLOSURE
UNDER RULE 38.5(b) OF THE IRISH TAKEOVER
PANEL ACT, 1997, TAKEOVER RULES, 2022 BY A CONNECTED
EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED
INTERMEDIARY STATUS, OR WITH RECOGNISED INTERMEDIARY
STATUS BUT NOT DEALING IN A CLIENT-SERVING CAPACITY

1.             KEY INFORMATION

2.             INTERESTS AND SHORT POSITIONS

If there are interests and short positions to disclose in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 2 for each additional class of relevant security.

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Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any) (Note 2)

All interests and all short positions should be disclosed.

Details of options including rights to subscribe for new securities and any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8.

3.             DEALINGS (IF ANY) BY THE EXEMPT PRINCIPAL TRADER

(Note 4)

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a)            Purchases and sales

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(b)            Cash-settled derivative transactions

(c)            Stock-settled derivative transactions (including options)

(i)             Writing, selling, purchasing or varying

(ii)            Exercise

(d)            Other dealings (including transactions in respect of new securities)

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4.             OTHER INFORMATION

(a)            Indemnity and other dealing arrangements

(b)            Agreements, arrangements or understandings relating to options or derivatives

(c)            Attachments

Public disclosures under Rule 38 of the Rules must be made to a Regulatory Information Service.

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NOTES ON FORM 38.5(b) AND 38.6

1.             See the definition of "connected principal trader" in Rule 2.2 of Part A of the Rules.

2.             See the definition of "interest in a relevant security" in Rule 2.5 of Part A of the Rules and see Rule 8.6(a) and (b) of Part B of the Rules.

3.             See the definition of "relevant securities" in Rule 2.1 of Part A of the Rules.

4.             See the definition of "dealing" in Rule 2.1 of Part A of the Rules.

5.             See Rule 2.5(d) of Part A of the Rules.

6.             If the economic exposure to changes in the price of securities is limited, for example, by virtue of a stop loss arrangement relating to a spread bet, full details must be given.

7.             If details included in a disclosure under Rule 38 are incorrect, they should be corrected as soon as practicable in a subsequent disclosure. Such disclosure should state clearly that it corrects details disclosed previously, identify the disclosure or disclosures being corrected, and provide sufficient detail for the reader to understand the nature of the corrections. In the case of any doubt, the Panel should be consulted.

For full details of disclosure requirements, see Rules 8 and 38 of the Rules. If in doubt, consult the Panel.

References in these notes to "the Rules" are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022.