Request for comment

The Panel would like to hear from market participants as to its proposed amendments to its policy on exemptions for schemes of arrangement and the relationship between the Code and the Companies Act in respect of schemes.

Policy on exemptions for schemes of arrangement

What are your views on the Panel's proposed policy on when exemptions for schemes of arrangement will be granted as outlined in this paper? What are your views on the Panel's proposal to no longer apply the "compelling reasons" test in respect of schemes of arrangement?

Regarding conditions to which exemptions should be subject:

• Do you consider that it is appropriate that any exemptions for schemes of arrangement will generally require that the scheme be approved by 75% of votes case by those entitled to vote and who vote at the meeting, and being more than 50% of the total voting rights in the company?
• How should the conditions of any exemption protect the rights that shareholders, in particular minority shareholders, have under the Code in respect of a scheme of arrangement?
• Do you have any other suggestions or comments on the issues raised above?

Relationship between the Code and the Companies Act

Is the status quo, i.e. that participants in schemes of arrangement must comply with the Code, appropriate?

Are the devices being adopted by some companies to exclude certain aspect of schemes of arrangement from the Code's jurisdiction an appropriate use of the Court supervised scheme of arrangement process?

Should the Court take into account the principles of the Code and the amalgamation provisions of the Companies Act in approving schemes of arrangement?

Do you have any other suggestions or comments on the issues raised above?

Any comments should be sent to the Panel by Monday 1 May 2006.