(1) Approval of a general meeting of shareholders shall be necessary in respect of any decision of the directors of the offeree company which is taken and not yet partly or fully implemented before the company becomes aware that a bid is imminent if -

(a) such a decision does not form part of the normal course of the company's business, and

(b) the implementation of the decision may result in the frustration of the bid.

(2) For the avoidance of doubt, where the offeree company has a two-tier board structure, "directors" in this Regulation means directors on the management board and the supervisory board, by whatever name called, of the company.