Common use of No shop and no talk Clause in Contracts

No shop and no talk. During the Exclusivity Period, CBA must not, and must ensure that its Related Persons do not, directly or indirectly: (a) (no shop) solicit, invite, encourage or initiate (including by the provision of non- public information to any Third Party) any inquiry, expression of interest, offer, proposal or discussion by any person in relation to, or which would reasonably be expected to encourage or lead to the making of, an actual, proposed or potential Competing Proposal or communicate to any person an intention to do anything referred to in this clause 8.1(a); or (b) (no talk): (1) participate in or continue any negotiations or discussions with respect to any inquiry, expression of interest, offer, proposal or discussion by any person to make or which would reasonably be expected to encourage or lead to the making of an actual, proposed or potential Competing Proposal or participate in or continue any negotiations or discussions with respect to any actual, proposed or potential Competing Proposal; (2) negotiate, accept or enter into, or offer or agree to negotiate, accept or enter into, any agreement, arrangement or understanding regarding an actual, proposed or potential Competing Proposal; (3) disclose or otherwise provide any material non-public information about the business or affairs of CPA to a Third Party with a view to obtaining or which would reasonably be expected to encourage or lead to receipt of an actual, proposed or potential Competing Proposal (including, without limitation, providing such information for the purposes of the conduct of due diligence investigations in respect of the Relevant CBA Group Members); or (4) communicate to any person an intention to do anything referred to in the preceding paragraphs of this clause 8.1(b), but nothing in this clause 8.1 prevents CBA or any Relevant CBA Group Members from making normal presentations to brokers, portfolio investors and analysts in the ordinary course of business.

No shop and no talk. During the Exclusivity Period, CBA Asciano must not, and must ensure that each of its Related Persons do does not, directly or indirectly, without the prior written consent of Brookfield: (a) (no shop) solicit, invite, encourage or initiate (including by the provision of non- non-public information to any Third Party) any inquiry, expression of interest, offer, proposal or discussion by any person in relation to, or which would reasonably be expected to encourage or lead to the making of, an actual, proposed or potential Competing Proposal or communicate to any person an intention to do anything referred to in this clause 8.1(a15.1(a); or (b) (no talk):) subject to clause 15.2: (1) participate in or continue any negotiations or discussions with respect to any inquiry, expression of interest, offer, proposal or discussion by any person to make make, or which would reasonably be expected to Table of Contents encourage or lead to the making of of, an actual, proposed or potential Competing Proposal or participate in or continue any negotiations or discussions with respect to any actual, proposed or potential Competing Proposal; (2) negotiate, accept or enter into, or offer or agree to negotiate, accept or enter into, any agreement, arrangement or understanding regarding an actual, proposed or potential Competing Proposal; (3) disclose or otherwise provide any material non-public information about the business or affairs of CPA the Asciano Group to a Third Party (other than a Government Agency that has a right to obtain that information and has sought it) with a view to obtaining obtaining, or which would reasonably be expected to encourage or lead to receipt of of, an actual, proposed or potential Competing Proposal (including, without limitation, providing such information for the purposes of the conduct of due diligence investigations in respect of the Relevant CBA Group MembersAsciano Group); or (4) communicate to any person an intention to do anything referred to in the preceding paragraphs of this clause 8.1(b15.1(b), but nothing in this clause 8.1 15.1 prevents CBA or any Relevant CBA Group Members Asciano from making normal presentations to brokers, portfolio investors and analysts in the ordinary course of businessbusiness or promoting the merits of either or both of the Transactions.

No shop and no talk. During the Exclusivity Period, CBA TPG must not, and must ensure that each of its Related Persons and Related Bodies Corporate and the Related Persons of those Related Bodies Corporate do not, directly or indirectly: (a) (no shop) solicit, invite, encourage or initiate (including by the provision of non- non-public information to any Third Party) any inquiry, expression of interest, offer, proposal or discussion by any person in relation to, or which would reasonably be expected to encourage or lead to the making of, an actual, proposed or potential Competing Proposal or communicate to any person an intention to do anything referred to in this clause 8.1(a13.1(a); or (b) (no talk):) subject to clause 13.2: (1) participate in or continue any negotiations or discussions with respect to any inquiry, expression of interest, offer, proposal or discussion by any person to make make, or which would reasonably be expected to encourage or lead to the making of of, an actual, proposed or potential Competing Proposal or participate in or continue any negotiations or discussions with respect to any actual, proposed or potential Competing Proposal; (2) negotiate, accept or enter into, or offer or agree to negotiate, accept or enter into, any agreement, arrangement or understanding regarding an actual, proposed or potential Competing Proposal; (3) disclose or otherwise provide or make available any material non-public information about the business or affairs of CPA the TPG Group to a Third Party (other than a Government Agency that has the right to obtain that information and has sought it) in connection with, with a view to obtaining obtaining, or which would reasonably be expected to encourage or lead to the formulation, receipt of or announcement of, an actual, proposed or potential Competing Proposal (including, without limitation, providing such information for the purposes of the conduct of due diligence investigations in respect of the Relevant CBA Group Members)TPG Group) whether by that Third Party or another person; or (4) communicate to any person an intention to do anything referred to in the preceding paragraphs of this clause 8.1(b13.1(b), but nothing in this clause 8.1 13.1 prevents CBA or any Relevant CBA Group Members TPG from making normal presentations to brokers, portfolio investors and analysts in the ordinary course of businessbusiness or promoting the merits of the Transaction.

No shop and no talk. During the Exclusivity Period, CBA Sirius must not, and must ensure that each of its Related Persons do does not, directly or indirectly: (a) (no shop) solicit, invite, encourage or initiate (including by the provision of non- public information to any Third Partythird party) any inquiry, expression of interest, offer, proposal or discussion by any person in relation to, or which would reasonably be expected to encourage or lead to the making of, an actual, proposed or potential Competing Proposal or communicate to any person an intention to do anything referred to in this clause 8.1(a12.1(a); or (b) (no talk): (1i) participate in or continue any negotiations or discussions with respect to any inquiryto, expression of interest, offer, proposal or discussion by any person to make or which would reasonably be expected to encourage or lead to the making of an actualto, proposed or potential Competing Proposal or participate in or continue any negotiations or discussions with respect to any actual, proposed or potential Competing Proposal; (2) negotiate, accept or enter into, or offer or agree to negotiate, accept or enter into, any agreement, arrangement or understanding regarding an actual, proposed or potential Competing Proposal; (3ii) enter into any agreement, arrangement or understanding with respect to, or which would reasonably be expected to encourage or lead to, an actual, proposed or potential Competing Proposal; (iii) disclose or otherwise provide any material non-public information about the business or affairs of CPA the Sirius Group to a Third Party third party (other than a Government Agency) with a view to obtaining obtaining, or which would reasonably be expected to encourage or lead to receipt of of, an actual, proposed or potential Competing Proposal (including, without limitation, including providing such information for the purposes of the conduct of due diligence investigations in respect of the Relevant CBA Group Membersinvestigations); or (4iv) communicate to any person an intention to do anything referred to in the preceding paragraphs of this clause 8.1(b12.1(b), but nothing in this clause 8.1 12.1 prevents CBA or any Relevant CBA Group Members Xxxxxx from making normal presentations to brokers, portfolio investors and analysts in the ordinary course of business.

No shop and no talk. During the Exclusivity Period, CBA Target must not, and must ensure that each of its Related Persons and Related Bodies Corporate and the Related Persons of those Related Bodies Corporate do not, directly or indirectly: (a) (no shop) solicit, invite, encourage or initiate (including by the provision of non- public information to any Third Party) any inquiry, expression of interest, offer, proposal proposal, discussion or discussion other communication by any person in relation to, or which would reasonably be expected to encourage or lead to the making of, an actual, proposed or potential Competing Proposal or communicate to any person an intention to do anything referred to in this clause 8.1(a11.1(a); or (b) (no talk):) subject to clause 11.2: (1) facilitate, participate in or continue any negotiations negotiations, discussions or discussions other communications with respect to any inquiry, expression of interest, offer, proposal or discussion by any person to make make, or which would reasonably be expected to encourage or lead to the making of of, an actual, proposed or potential Competing Proposal or participate in or continue any negotiations or discussions with respect to any actual, proposed or potential Competing Proposal; (2) negotiate, accept or enter into, or offer or agree to negotiate, accept or enter into, any agreement, arrangement or understanding regarding an actual, proposed or potential Competing Proposal; (3) disclose or otherwise provide or make available any material non-public information about the business or affairs of CPA the Target Group to a Third Party (other than a Government Agency that has the right to obtain that information and has sought it) in connection with, with a view to obtaining obtaining, or which would reasonably be expected to encourage or lead to the formulation, receipt of or announcement of, an actual, proposed or potential Competing Proposal (including, without limitation, providing such information for the purposes of the conduct of due diligence investigations in respect of the Relevant CBA Group Members)Target Group) whether by that Third Party or another person; or (4) communicate to any person an intention to do anything referred to in the preceding paragraphs of this clause 8.1(b11.1(b), but provided that nothing in this clause 8.1 11.1 prevents CBA or restricts Target or any Relevant CBA Group Members of its Related Persons and Related Bodies Corporate or the Related Persons of those Related Bodies Corporate from responding to a Third Party in respect of an inquiry, expression of interest, offer, proposal or discussion by that Third Party to make, or which would reasonably be expected to encourage or lead to the making normal presentations of, an actual, proposed or potential Competing Proposal to brokersmerely (A) acknowledge receipt and / or (B) advise that Third Party that Target is bound by the provisions of this clause 11.1 and is only able to engage in negotiations, portfolio investors and analysts discussions or other communications if the fiduciary out in the ordinary course of business.clause

No shop and no talk. During the Exclusivity Period, CBA Asciano must not, and must ensure that each of its Related Persons do does not, directly or indirectly, without the prior written consent of Brookfield: (a) (no shop) solicit, invite, encourage or initiate (including by the provision of non- non-public information to any Third Party) any inquiry, expression of interest, offer, proposal or discussion by any person in relation to, or which would reasonably be expected to encourage or lead to the making of, an actual, proposed or potential Competing Proposal or communicate to any person an intention to do anything referred to in this clause 8.1(a11.1(a); or (b) (no talk):) subject to clause 11.2: (1) participate in or continue any negotiations or discussions with respect to any inquiry, expression of interest, offer, proposal or discussion by any person to make make, or which would reasonably be expected to encourage or lead to the making of of, an actual, proposed or potential Competing Proposal or participate in or continue any negotiations or discussions with respect to any actual, proposed or potential Competing Proposal; (2) negotiate, accept or enter into, or offer or agree to negotiate, accept or enter into, any agreement, arrangement or understanding regarding an actual, proposed or potential Competing Proposal; (3) disclose or otherwise provide any material non-public information about the business or affairs of CPA the Asciano Group to a Third Party (other than a Government Agency that has a right to obtain that information and has sought it) with a view to obtaining obtaining, or which would reasonably be expected to encourage or lead to receipt of of, an actual, proposed or potential Competing Proposal (including, without limitation, providing such information for the purposes of the conduct of due diligence investigations in respect of the Relevant CBA Group MembersAsciano Group); or (4) communicate to any person an intention to do anything referred to in the preceding paragraphs of this clause 8.1(b11.1(b), but nothing in this clause 8.1 11.1 prevents CBA or any Relevant CBA Group Members Asciano from making normal presentations to brokers, portfolio investors and analysts in the ordinary course of businessbusiness or promoting the merits of the Transaction.

No shop and no talk. During the Exclusivity Period, CBA IOH must not, and must ensure that its subsidiaries do not and must use best endeavours to ensure that each of its other Related Persons do does not, directly or indirectly: (a) (no shop) solicit, invite, encourage or initiate (including by the provision of non- public information to any Third Partyinformation) any inquiry, expression of interest, offer, proposal or discussion by any person in relation to, or which would reasonably be expected to encourage or lead to the making of, an actual, proposed or potential Competing Proposal or communicate to any person an intention to do anything referred to in this clause 8.1(a); or (b) (no talk):) subject to clause 8.2: (1) participate in or continue any negotiations or discussions with respect to any inquiryto, expression of interest, offer, proposal or discussion by any person to make or which would reasonably be expected to encourage or lead to the making of to, an actual, proposed or potential Competing Proposal or participate in or continue any negotiations or discussions with respect to any actual, proposed or potential Competing Proposal; (2) negotiate, accept or enter into, or offer or agree to negotiate, accept or enter into, into any agreement, arrangement or understanding regarding with respect to, or which would reasonably be expected to encourage or lead to, an actual, proposed or potential Competing Proposal; (3) disclose or otherwise provide any material non-public information about the business in relation to IOH or affairs of CPA to a Third Party its subsidiaries with a view to obtaining respect to, or which would reasonably be expected to encourage or lead to receipt of to, an actual, proposed or potential Competing Proposal (including, without limitation, including providing such information for the purposes of the conduct of due diligence investigations in respect of the Relevant CBA Group Membersinvestigations); or (4) communicate to any person an intention to do anything referred to in the preceding paragraphs of this clause 8.1(b), but nothing in this clause 8.1 prevents CBA or any Relevant CBA Group Members IOH from making normal presentations to brokers, portfolio investors and analysts in the ordinary course of businessbusiness or promoting the merits of the Takeover Bid.