64. Purchase of own shares

the acquisition is in the interests of the company;

the terms of the offer or agreement and the consideration to be paid for the shares is in the opinion of the company’s auditors a fair value; and

it is not aware of any information that has not been disclosed to shareholders which is material to an assessment of the value of the shares, and as a result of which the terms of an offer or the consideration offered for the shares are unfair to shareholders accepting the offer.

makes and offer to acquire shares other than in a manner which will if it is accepted in full, leave unaffected the relative voting and distribution rights of all shareholders; or

agrees to acquire shares other than in a manner which leaves unaffected the relative voting and distribution rights of all shareholders, the board shall resolve that the making of the offer or entry into the agreement, as the case may be, is fair to those shareholders to whom the offer is not made or with whom no agreement is entered into.