Tricolor Creditors Seek Probe Into Alleged Collateral Fraud, Lender Conduct

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FORM 38.5(b) (EPT/NON-RI)

IRISH TAKEOVER PANEL

OPENING POSITION DISCLOSURE/DEALING DISCLOSURE

UNDER RULE 38.5(b) OF THE IRISH TAKEOVER

PANEL ACT, 1997, TAKEOVER RULES, 2022 BY A CONNECTED

EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED

INTERMEDIARY STATUS, OR WITH RECOGNISED INTERMEDIARY

STATUS BUT NOT DEALING IN A CLIENT-SERVING CAPACITY

1.             KEY INFORMATION

2.             INTERESTS AND SHORT POSITIONS

If there are interests and short positions to disclose in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 2 for each additional class of relevant security.

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Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any) (Note 2)

All interests and all short positions should be disclosed.

Details of options including rights to subscribe for new securities and any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8.

3.             DEALINGS (IF ANY) BY THE EXEMPT PRINCIPAL TRADER

(Note 4)

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a)            Purchases and sales

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(b)            Cash-settled derivative transactions

(c)            Stock-settled derivative transactions (including options)

(i)             Writing, selling, purchasing or varying

• Class of

  relevant

  security

• Product

  description

  e.g. call

  option

• Writing,

  purchasing,

  selling,

  varying

  etc.

• Number of

  securities

  to which

  option

  relates

  (Note 5)

• Exercise

  price per

  unit

• Type

  e.g.

  American, European

  etc.

• Expiry

  date

• Option

  money

  paid/

  received

  per unit

(ii)            Exercise

• Class of

  relevant

  security

• Product

  description

  e.g. call

  option

• Exercising/

  exercised

  against

• Number of

  securities

• Exercise

  price per

  unit (Note 6)

(d)            Other dealings (including transactions in respect of new securities)

• Class of

  relevant

  security

• Nature of

  dealing

  e.g. subscription,

  conversion,

  exercise

• Details

• Price per unit

  (if applicable)

  (Note 6)

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4.             OTHER INFORMATION

(a)            Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the exempt principal trader making the disclosure and any party to the offer or any person acting in concert with a party to the offer:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

(b)            Agreements, arrangements or understandings relating to options or derivatives

Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated.

(c)            Attachments

• Is a Supplemental Form 8 attached?

• NO

Public disclosures under Rule 38 of the Rules must be made to a Regulatory Information Service.

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NOTES ON FORM 38.5(b) AND 38.6

1.             See the definition of "connected principal trader" in Rule 2.2 of Part A of the Rules.

2.             See the definition of "interest in a relevant security" in Rule 2.5 of Part A of the Rules and see Rule 8.6(a) and (b) of Part B of the Rules.

3.             See the definition of "relevant securities" in Rule 2.1 of Part A of the Rules.

4.             See the definition of "dealing" in Rule 2.1 of Part A of the Rules.

5.             See Rule 2.5(d) of Part A of the Rules.

6.             If the economic exposure to changes in the price of securities is limited, for example, by virtue of a stop loss arrangement relating to a spread bet, full details must be given.

7.             If details included in a disclosure under Rule 38 are incorrect, they should be corrected as soon as practicable in a subsequent disclosure. Such disclosure should state clearly that it corrects details disclosed previously, identify the disclosure or disclosures being corrected, and provide sufficient detail for the reader to understand the nature of the corrections. In the case of any doubt, the Panel should be consulted.

For full details of disclosure requirements, see Rules 8 and 38 of the Rules. If in doubt, consult the Panel.

References in these notes to "the Rules" are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022.

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