Common use of The Scheme Clause in Contracts

The Scheme. It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (although Regent reserves the right to effect the Acquisition by way of a Takeover Offer, subject to the consent of the Takeover Panel and the terms of the Co-operation Agreement). The purpose of the Scheme is to provide for Regent to become the owner of the entire issued and to be issued share capital of TClarke (other than the Excluded Shares). Under the Scheme, the Acquisition is to be achieved by the transfer of the Scheme Shares held by Scheme Shareholders to Regent in consideration for which the Scheme Shareholders will receive the Consideration. The Acquisition will be subject to the Conditions and further terms and conditions referred to in Appendix 1 to this Announcement and to be set out in the Scheme Document. Subject, amongst other things, to the satisfaction (or, where applicable, waiver) of the Conditions, the Scheme will only become Effective if, amongst other things, the following events occur on or before the Long Stop Date: a) the approval by a majority in number of the Scheme Shareholders, present and voting (and entitled to vote) at the Court Meeting, whether in person or by proxy, representing 75 per cent. or more in value of the Scheme Shares held by those Scheme Shareholders; and b) the approval of the Resolutions at the General Meeting by TClarke Shareholders by the requisite majorities (it is intended that the General Meeting will be held directly after the Court Meeting); c) certain regulatory approvals as described in Appendix 1 to this Announcement (including from the Secretary of State pursuant to the NSI Act) are obtained or waived, as applicable; d) following the Meetings, the Scheme is sanctioned by the Court (with or without modification, and, if with modification, on terms agreed by Regent and TClarke); and e) following such sanction, a copy of the Court Order is delivered to the Registrar of Companies. Upon the Scheme becoming Effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Meetings (and if they attended and voted, whether or not they voted in favour of the Scheme) and the Consideration will be despatched by Regent to Scheme Shareholders no later than 14 days after the Effective Date. In addition, share certificates in respect of TClarke Shares will cease to be valid and entitlements to TClarke Shares held within the CREST system will be cancelled. The Scheme Document will include full details of the Scheme, together with the notices convening the Court Meeting and the General Meeting. The Scheme Document will also contain the expected timetable for the Acquisition, and will specify the actions to be taken by TClarke Shareholders. Subject to restrictions in respect of Restricted Jurisdictions, the Scheme Document, along with the notices of the Court Meeting and the General Meeting and the Forms of Proxy will be sent to TClarke Shareholders and, for information only, to persons with information rights and holders of options and/or awards granted under the TClarke Share Plans, as soon as reasonably practicable, and in any event (save with the consent of the Takeover Panel) within 28 days of the date of this Announcement. At this stage, subject to the satisfaction or, if applicable, waiver of the Conditions and certain further terms set out in Appendix 1 to this Announcement, the Scheme is expected to become Effective at the end of the second quarter or early in the third quarter of 2024. If the Scheme does not become Effective on or before the Long Stop Date (or such later date as Regent and TClarke may, with the consent of the Takeover Panel and, if required, the Court, agree) it will lapse and the Acquisition will not proceed (unless Regent and TClarke otherwise agree and the Takeover Panel otherwise consents). As set out in further detail in the Condition in paragraph 2 of Appendix 1 to this Announcement, the Scheme will also lapse if, amongst other things, any of the Court Meeting, the General Meeting and/or the Sanction Hearing is not held on or before the 22nd day after the expected date of such meetings to be set out in the Scheme Document in due course (or such later date as may be: (i) agreed between Regent and TClarke; or

The Scheme. It is intended that the Acquisition will be implemented effected by way means of a Court-sanctioned members’ scheme of arrangement under Part 26 between ADVANZ PHARMA and the Scheme Shareholders pursuant to Article 125 of the Jersey Companies Act (although Regent reserves the right to effect the Acquisition by way of a Takeover Offer, subject to the consent of the Takeover Panel and the terms of the Co-operation Agreement)Law. The purpose of the Scheme is to provide for Regent Bidco to become the owner holder of the entire issued and to be issued limited voting share capital of TClarke (other than the Excluded Shares)ADVANZ PHARMA. Under the Scheme, the Acquisition This is to be achieved by the transfer of the Scheme Shares held by Scheme Shareholders to Regent Bidco, in consideration for which the Scheme Shareholders will receive receive: (a) under the Consideration. The Acquisition will be subject to Cash Offer, cash consideration on the Conditions and further terms and conditions referred to in Appendix 1 to this Announcement and to be basis set out in paragraph 2 of this Announcement; and (b) under the Scheme Document. SubjectAlternative Offer, amongst other thingsthrough the receipt of Topco B Shares on the basis set out in paragraph 12 of this Announcement, in each case to be effected pursuant to the satisfaction (or, where applicable, waiver) of the ConditionsScheme. To become Effective, the Scheme will only become Effective if, amongst other things, must be approved at the following events occur on or before the Long Stop Date: a) the approval Court Meeting by a majority in number of the Scheme ShareholdersShareholders (or the relevant class or classes thereof, if applicable) who are on the register of members of ADVANZ PHARMA at the Scheme Voting Record Time present and voting (and entitled to vote) at the Court Meetingvoting, whether in person or by proxy, representing 75 per cent. or more in value not less than three-quarters of the Scheme voting rights of the ADVANZ PHARMA Shares held voted by those Scheme Shareholders; and b) Shareholders (or the approval of relevant class or classes thereof, if applicable). The Scheme also requires the Resolutions passing at the General Meeting by TClarke Shareholders by of the requisite majorities (it is intended that the Resolutions. The General Meeting will is expected to be held directly immediately after the Court Meeting); c) certain regulatory approvals as described in Appendix 1 to this Announcement (including from . Following the Secretary of State pursuant to Court Meeting and the NSI Act) are obtained or waived, as applicable; d) following the MeetingsGeneral Meeting, the Scheme is must be sanctioned by the Court (with or without modification, and, if with modification, on terms agreed by Regent and TClarke); and e) following such sanction, a copy of the Court. The Court Order is has no effect until it has been delivered to the Registrar of CompaniesCompanies for registration. Upon The Scheme is also subject to the Conditions and further terms set out in Appendix I to this Announcement and to the full terms and conditions that will be set out in the Scheme becoming Effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Meetings (and if they attended and voted, whether or not they voted in favour of the Scheme) and the Consideration will be despatched by Regent to Scheme Shareholders no later than 14 days after the Effective Date. In addition, share certificates in respect of TClarke Shares will cease to be valid and entitlements to TClarke Shares held within the CREST system will be cancelledDocument. The Scheme Document will include full details of the Scheme, together with the notices notice convening the Court Meeting and the General Meeting. The Scheme Document will also contain the expected timetable for the Acquisition, and will specify the necessary actions to be taken by TClarke ADVANZ PHARMA Shareholders. Subject to restrictions in respect of Restricted Jurisdictions, the Scheme Document, along Document (together with the notices of the Court Meeting and the General Meeting and the Forms of Proxy and Form of Election) will be sent to TClarke ADVANZ PHARMA Shareholders and, for information only, to persons with information rights and holders of options and/or awards granted under participants in the TClarke Share PlansManagement Incentive Plan, as soon as reasonably practicable, and in any event (save with the consent of the Takeover Panel) ), within 28 days of the date of this Announcement. At this stage, subject to the satisfaction or, if applicable, waiver of the Conditions and certain further terms set out in Appendix 1 to this Announcement, the The Scheme is expected to become Effective at the end of in the second quarter of 2021, subject to the satisfaction or early in (where applicable) waiver of the third quarter of 2024Conditions. If the Scheme does not become Effective on or before the Long Stop Date (or such later date as Regent and TClarke mayDate, with the consent of the Takeover Panel and, if required, the Court, agree) it will lapse and the Acquisition will would not proceed (unless Regent ADVANZ PHARMA and TClarke Bidco otherwise agree and the Takeover Panel otherwise consents). As set out in further detail in the Condition in paragraph 2 of Appendix 1 to this Announcement, Upon the Scheme becoming Effective, (i) it will also lapse ifbe binding on all ADVANZ PHARMA Shareholders, amongst other things, any irrespective of whether or not they attended or voted at the Court Meeting, Meeting or the General Meeting and/or the Sanction Hearing is (and if they attended and voted, whether or not held on or before the 22nd day after the expected date of such meetings to be set out they voted in the Scheme Document in due course (or such later date as may be: (i) agreed between Regent and TClarkefavour); orand

The Scheme. It is intended that 3.1 The OLX Board shall propose the Acquisition will be implemented by way of Scheme to OLX Shareholders, excluding the Excluded OLX Shareholders, as a Court-sanctioned scheme of arrangement under Part 26 in terms of section 114 of the Companies Act (although Regent reserves between OLX and OLX Shareholders, and to which Bidco shall be a party, in terms of which the right Scheme Participants shall dispose of their Scheme Shares to effect Bidco for the Acquisition by way of a Takeover OfferScheme Consideration, on and subject to the consent terms and conditions of the Takeover Panel and the Scheme contemplated in this Agreement. 3.2 In terms of the Co-operation Agreement). The purpose of Scheme, Bidco will, on the Scheme is to provide for Regent to become the owner of the entire issued and to be issued share capital of TClarke (other than the Excluded Shares). Under the SchemeImplementation Date, the Acquisition is to be achieved by the transfer acquire all of the Scheme Shares held by Scheme Shareholders to Regent in consideration for which the Scheme Shareholders will receive Participants for the Scheme Consideration. . 3.3 The Acquisition consideration payable by Bidco to the Scheme Participants for each Scheme Share shall be an amount equal to R3.30 per Scheme Share acquired pursuant to the Scheme, provided that if and to the extent that (i) OLX declares any Distribution in favour of the OLX Shares during the period commencing on the Signature Date and ending on the Scheme Implementation Date; and (ii) the record date for participating in such declared Distribution occurs prior to the Scheme Implementation Date, then the consideration of R3.30 per Scheme Share shall be reduced by an amount equal to the gross amount of such Distribution accruing in respect of each Scheme Share (the "Scheme Consideration"). 3.4 The Scheme Consideration will be subject settled by payment in cash to the Conditions and further terms and conditions referred to Scheme Participants on the Scheme Consideration Settlement Date, in Appendix 1 to this Announcement and to be accordance with the settlement procedures set out in the Scheme Document. Subject, amongst other things, Circular and in compliance with the FMA. 3.5 The OLX Board undertakes (irrespective of its view as to the satisfaction (or, where applicable, waivermerits thereof) to propose the Scheme to OLX Shareholders in accordance with section 114 of the ConditionsCompanies Act and the Takeover Regulations, and to ensure that OLX Shareholders are given the Scheme will only become Effective if, amongst other things, the following events occur on or before the Long Stop Date: a) the approval by a majority in number of the Scheme Shareholders, present and voting (and entitled opportunity to vote) at the Court Meeting, whether in person or by proxy, representing 75 per cent. or more in value of the Scheme Shares held by those Scheme Shareholders; and b) consider the approval of the Scheme, and to vote on the OLX Resolutions at the General Meeting by TClarke Shareholders Scheme Meeting. This undertaking shall not be construed as an undertaking by the requisite majorities (it is intended that the General Meeting will be held directly after the Court Meeting); c) certain regulatory approvals as described in Appendix 1 OLX Board to this Announcement (including from the Secretary of State pursuant to the NSI Act) are obtained or waived, as applicable; d) following the Meetings, recommend the Scheme is sanctioned by to OLX Shareholders and the Court (with or without modification, and, if with modification, on terms agreed by Regent OLX Board shall be free to make its decision in such regard after having received the Independent Expert's Report. 3.6 Each of Bidco and TClarke); and e) following such sanction, a copy of the Court Order is delivered to the Registrar of Companies. Upon the Scheme becoming Effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Meetings (and if they attended and voted, whether or not they voted OLX undertakes in favour of the Scheme) other to do everything within their respective power and control to procure the Consideration will be despatched by Regent to Scheme Shareholders no later than 14 days after the Effective Date. In addition, share certificates in respect of TClarke Shares will cease to be valid and entitlements to TClarke Shares held within the CREST system will be cancelled. The Scheme Document will include full details implementation of the Scheme, together with steps necessary to propose the notices convening the Court Meeting and the General Meeting. The Scheme Document will also contain the expected timetable for the Acquisition, and will specify the actions Offer to be taken by TClarke OLX Shareholders. Subject to restrictions in respect of Restricted Jurisdictions, the Scheme Document, along with the notices of the Court Meeting and the General Meeting and the Forms of Proxy will be sent to TClarke Shareholders and, for information only, to persons with information rights and holders of options and/or awards granted under the TClarke Share Plans, as soon as reasonably practicablepracticable after the date on which the Firm Intention Announcement is made, and in any event (save with more specifically to use reasonable commercial endeavours to abide by the consent of the Takeover Panel) within 28 days of the date of this Announcement. At this stage, subject to the satisfaction or, if applicable, waiver of the Conditions and certain further terms dates set out in Appendix 1 to this Announcement, for the Scheme is expected to become Effective at the end of the second quarter or early relevant steps in the third quarter of 2024. If the Scheme does not become Effective on or before the Long Stop Date (or such later date as Regent and TClarke may, with the consent of the Takeover Panel and, if required, the Court, agree) it will lapse and the Acquisition will not proceed (unless Regent and TClarke otherwise agree and the Takeover Panel otherwise consents). As set out in further detail in the Condition in paragraph 2 of Appendix 1 to this Announcement, the Scheme will also lapse if, amongst other things, any of the Court Meeting, the General Meeting and/or the Sanction Hearing is not held on or before the 22nd day after the expected date of such meetings to be set out in the Scheme Document in due course (or such later date as may be: (i) agreed between Regent and TClarke; orTimetable.

The Scheme. It is intended that the Acquisition will be implemented effected by way means of a Court-sanctioned scheme of arrangement under between RPC and the Scheme Shareholders pursuant to Part 26 of the Companies Act (although Regent reserves the right to effect the Acquisition by way of a Takeover Offer, subject to the consent of the Takeover Panel and the terms of the Co-operation Agreement)2006. The purpose of the Scheme is to provide for Regent ▇▇▇▇▇ Bidco to become the owner holder of the entire issued and to be issued ordinary share capital of TClarke (other than the Excluded Shares)RPC. Under the Scheme, the Acquisition This is to be achieved by the transfer of the Scheme Shares held by Scheme Shareholders to Regent ▇▇▇▇▇ Bidco, in consideration for which the Scheme Shareholders will receive the Consideration. The Acquisition will be subject to the Conditions and further terms and conditions referred to in Appendix 1 to this Announcement and to be set out in the Scheme Document. Subject, amongst other things, to the satisfaction (or, where applicable, waiver) of the ConditionsTo become Effective, the Scheme will only become Effective if, amongst other things, must be approved at the following events occur on or before the Long Stop Date: a) the approval Court Meeting by a majority in number of the Scheme ShareholdersShareholders (or the relevant class or classes thereof, if applicable) who are on the register of members of RPC at the Scheme Voting Record Time present and voting (and entitled to vote) at the Court Meetingvoting, whether in person or by proxy, representing 75 per cent. three quarters or more in value of the votes attached to the Scheme Shares held cast by those Scheme Shareholders; and b) Shareholders (or the approval relevant class or classes thereof, if applicable). The Scheme also requires the passing at the RPC General Meeting of the Resolutions at the RPC Resolutions. The RPC General Meeting by TClarke Shareholders by the requisite majorities (it is intended that the General Meeting will expected to be held directly immediately after the Court Meeting); c) certain regulatory approvals as described in Appendix 1 to this Announcement (including from . Following the Secretary of State pursuant to the NSI Act) are obtained or waived, as applicable; d) following the RPC Meetings, the Scheme is must be sanctioned by the Court (with or without modification, and, if with modification, on terms agreed by Regent and TClarke); and e) following such sanctionCourt. Finally, a copy of the Court Order is must be delivered to the Registrar of Companies. Upon Companies for registration, upon which the Scheme becoming will become Effective, it . The Scheme is also subject to the Conditions and further terms set out in Appendix I to this Announcement and to the full terms and conditions that will be binding on all set out in the Scheme Shareholders, irrespective of whether or not they attended or voted at the Meetings (and if they attended and voted, whether or not they voted in favour of the Scheme) and the Consideration will be despatched by Regent to Scheme Shareholders no later than 14 days after the Effective Date. In addition, share certificates in respect of TClarke Shares will cease to be valid and entitlements to TClarke Shares held within the CREST system will be cancelledDocument. The Scheme Document will include full details of the Scheme, together with the notices convening the Court Meeting and the RPC General Meeting. The Scheme Document will also contain the expected timetable for the Acquisition, and will specify the necessary actions to be taken by TClarke RPC Shareholders. Subject to restrictions in respect of Restricted Jurisdictions, the Scheme Document, along with the notices of the Court Meeting and the General Meeting and the Forms of Proxy Document will be sent to TClarke RPC Shareholders and, for information only, to persons with information rights and holders of options and/or awards granted under the TClarke RPC Share Plans, as soon as reasonably practicable, and in any event (save with the consent of the Takeover Panel) ), within 28 days of the date of this Announcement. At this stage, subject to the satisfaction or, if applicable, waiver of the Conditions and certain further terms set out in Appendix 1 to this Announcement, the The Scheme is expected to become Effective at the end of the second quarter or early in the third quarter of 20242019, subject to the satisfaction or (where applicable) waiver of the Conditions. If the Scheme does not become Effective on or before the Long Stop Date (or such later date as Regent and TClarke mayDate, with the consent of the Takeover Panel and, if required, the Court, agree) it will lapse and the Acquisition will would not proceed (unless Regent RPC and TClarke ▇▇▇▇▇ Bidco otherwise agree and the Takeover Panel otherwise consents). As set out Upon the Scheme becoming Effective, (i) it will be binding on all RPC Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the RPC General Meeting (and if they attended and voted, whether or not they voted in further detail favour); and (ii) share certificates in the Condition respect of RPC Shares will cease to be valid and entitlements to RPC Shares held in paragraph 2 of Appendix 1 to this Announcement, CREST will be cancelled. The Consideration payable under the Scheme will also lapse ifbe despatched to Scheme Shareholders by ▇▇▇▇▇ ▇▇▇▇▇ no later than 14 days after the Effective Date. Upon the Scheme becoming Effective, amongst other things, any the non-executive directors of RPC will resign as directors of RPC. The Scheme will be governed by English law and will be subject to the jurisdiction of the Court MeetingCourt. The Scheme will be subject to the applicable requirements of the Takeover Code, the General Meeting and/or Panel, the Sanction Hearing is not held on or before London Stock Exchange and the 22nd day after the expected date of such meetings to be set out in the Scheme Document in due course (or such later date as may be: (i) agreed between Regent and TClarke; orUKLA.