Limitation On Directors' Actions: The boards of an offeror and the offeree company and their respective advisers and associates have a duty to act in the best interests of the shareholders of the offeror and offeree company respectively, and these General Principles and the Rules may impinge on the freedom of action of boards and persons involved in offers. They must, therefore, accept that there are limitations, in connection with transactions which are the subject of the Modules, on the manner in which the pursuit of those interests can be carried out.

Each director of an offeror and of the offeree company has a responsibility to ensure, so far as he is reasonably able, that this Module is complied with in the conduct of transactions which are the subject of this Module.