Recommendation of the Dialog Directors. The Dialog Directors, who have been so advised by X.X. Xxxxxx Cazenove and Qatalyst Partners as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their financial advice to the Dialog Directors, X.X. Xxxxxx Cazenove and Qatalyst Partners have taken into account the commercial assessments of the Dialog Directors. X.X. Xxxxxx Cazenove and Qatalyst Partners are providing independent financial advice to the Dialog Directors for the purposes of Rule 3 of the Takeover Code. Accordingly, the Dialog Directors intend to recommend unanimously that Dialog Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Acquisition to be proposed at the Dialog General Meeting, as they have irrevocably undertaken to do in respect of their own beneficial holdings of 599,327 Dialog Shares (representing in aggregate approximately 0.841 per cent. of the Dialog Shares in issue on 5 February 2021, being the Latest Practicable Date).
