1. Preparatory stage:

• Preparation of the bid by the bidder (study, due diligence, financing and draft offering document).
• The bidder approaches the target and/or its key shareholders.
• Negotiations with the target and/or its key shareholders.

2. Disclosing the decision of the bidder to launch a bid:

• The bidder gives notice of its decision to launch the bid to the CSSF and then discloses its decision to the public
• Within 10 business days, the bidder files the bid with the CSSF. The filing must contain, amongst other elements., proof of certain funds to pay the offer price and a draft offering document.
• Within 10 business days, the CSSF requests additional information (see 3. below). As of that moment the offering document is public and the bidder can no longer withdraw the bid (except in certain limited circumstances, such as in the event of a counter-bid or certain defensive actions by the target company) and the powers of the board of the target company are limited.
• Counter-bids and higher bids can be filed.

3. Review and approval of the bidder's offering document by the CSSF within 30 business days. Consult with and provide information to employees, in parallel.

4. Response memorandum by the target’s board:

• In practice, the target’s board will involve the works council. If the board has timely received the position of the works council, this must be attached to the response memorandum.
• Following approval of the offering document by the CSSF, the board shall promptly issue its response memorandum.

5. Publication of the offering document after approval of the CSSF.

6. Launch of the acceptance period:

• Start: Immediately after the publication of the offering document, at the earliest.
• Duration: Not less than two weeks and not more than 10 weeks.
• The CSSF may grant a derogation in order to allow the bidder to call a general meeting of the shareholders to consider the bid. Where the bidder acquires control of the target company, the shareholders that did not accept the bid until the closing of the acceptance period have the opportunity to accept this bid within fifteen days

7. Publication of results and, when relevant, whether or not the bidder waives the conditions precedent to the bid (as soon as practicable after the end of the acceptance period).

8. Payment of the offered consideration by the bidder (in accordance with the terms described in the offering document).

9. Sell-out period if the bidder acquired 90% of the shares within three months following the expiry of the acceptance period of the bid.

10. Squeeze-out period if the bidder acquired 95% of the shares. Squeeze-out option to be exercised within three months following the expiry of the acceptance period of the bid.

11. Publication of results of the squeeze-out/sell-out (as soon as practicable at the end of additional three month period).

12. Payment of the offered consideration by the bidder (in accordance with the terms described in the offering document).