Common use of DIRECTORS’ INTERESTS Clause in Contracts

DIRECTORS’ INTERESTS. 34.1 A Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine. 34.2 A Director may act by himself or by, through or on behalf of his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director. 34.3 A Director may be or become a director or other officer of or otherwise interested in any company promoted by the Company or in which the Company may be interested as a shareholder, a contracting party or otherwise, and no such Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other company. 34.4 No person shall be disqualified from the office of Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director shall be in any way interested be or be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by or arising in connection with any such contract or transaction by reason of such Director holding office or of the fiduciary relationship thereby established. A Director shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of the interest of any Director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon. 34.5 A general notice that a Director is a shareholder, director, officer or employee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure for the purposes of voting on a resolution in respect of a contract or transaction in which he has an interest, and after such general notice it shall not be necessary to give special notice relating to any particular transaction.

DIRECTORS’ INTERESTS. 34.1 32.1 A Director or alternate Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine. 34.2 32.2 A Director or alternate Director may act by himself or by, through or on behalf of his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director or alternate Director. 34.3 32.3 A Director or alternate Director may be or become a director or other officer of or otherwise interested in any company promoted by the Company or in which the Company may be interested as a shareholder, a contracting party or otherwise, and no such Director or alternate Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other company. 34.4 32.4 No person shall be disqualified from the office of Director or alternate Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director or alternate Director shall be in any way interested be or be liable to be avoided, nor shall any Director or alternate Director so contracting or being so interested be liable to account to the Company for any profit realised by or arising in connection with any such contract or transaction by reason of such Director or alternate Director holding office or of the fiduciary relationship thereby established. A Director (or his alternate Director in his absence) shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of the interest of any Director or alternate Director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon. 34.5 32.5 A general notice that a Director or alternate Director is a shareholder, director, officer or employee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure for the purposes of voting on a resolution in respect of a contract or transaction in which he has an interest, and after such general notice it shall not be necessary to give special notice relating to any particular transaction.

DIRECTORS’ INTERESTS. 34.1 28.1 A Director may hold any other office or place of profit under with the Company (other than the office except that of Auditor) in conjunction with his office of Director for such period and on upon such terms as to remuneration and otherwise as the Directors may determine. 34.2 28.2 A Director or officer may act by himself or by, through or on behalf of his firm in a professional capacity for the Company (otherwise than as Auditor), and he or his firm shall be entitled to remuneration for professional services as if he were not a DirectorDirector or officer. 34.3 A 28.3 No Director may be or become a director or other officer of or otherwise interested in any company promoted by the Company or in which the Company may be interested as a shareholder, a contracting party or otherwise, and no such Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other company. 34.4 No person shall be disqualified from the his office of Director or prevented by such office from holding any office or place of profit under the Company or under any company in which the Company shall be a Member or have any interest, or from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director or officer shall be in any way interested be or be liable to be avoided, avoided nor shall any Director or officer so contracting contracting, dealing or being so interested be liable to account to the Company for any profit realised by or arising in connection with any such contract or transaction by reason of such Director holding office or of the fiduciary relationship relation thereby established. . 28.4 A Director (or his alternate Director in his absence) shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of the interest of any the Director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon. 34.5 A 28.5 The nature of the interest of any Director or officer in any contract, dealing or transacting with or affecting the Company shall be disclosed by him at or prior to its consideration and any vote thereon and a general notice that a Director or officer is a shareholder, director, officer or employee shareholder of any specified firm or company and and/or is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure for the purposes of voting on a resolution in respect of a contract or transaction in which he has an interest, hereunder and after such general notice it shall not be necessary to give special notice relating to any particular transaction.

DIRECTORS’ INTERESTS. 34.1 26.1 A Director may hold any other office or place of profit under with the Company (other than the office except that of Auditor) in conjunction with his office of Director for such period and on upon such terms as to the Board may determine, and may be paid such extra remuneration and otherwise therefor (whether by way of salary, commission, participation in profits or otherwise) as the Directors Board may determine, and such extra remuneration shall be in addition to any remuneration provided for by or pursuant to any other Bye-Law. 34.2 26.2 A Director may act by himself or by, through or on behalf of his firm in a professional capacity for the Company (other than as Auditor) and he or his firm shall be entitled to remuneration for professional services as if he were not a Director. 34.3 A 26.3 Subject to the provisions of the Companies Acts, a Director may notwithstanding his office be a party to, or become otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise interested; and be a director or other officer of of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in in, any company body corporate promoted by the Company or in which the Company is interested. The Board may also cause the voting power conferred by the shares in any other company held or owned by the Company to be interested exercised in such manner in all respects as it thinks fit, including the exercise thereof in favour of any resolution appointing the Directors or any of them to be directors or officers of such other company, or voting or providing for the payment of remuneration to the directors or officers of such other company. 26.4 So long as, where it is necessary, he declares the nature of his interest at the first opportunity at a shareholdermeeting of the Board or by writing to the Directors as required by the Companies Acts, a contracting party or otherwise, and no such Director shall not by reason of his office be accountable to the Company for any remuneration benefit which he derives from any office or other benefits received employment to which these Bye-Laws allow him to be appointed or from any transaction or arrangement in which these Bye-Laws allow him to be interested, and no such transaction or arrangement shall be liable to be avoided on the ground of any interest or benefit. 26.5 Subject to the Companies Acts and any further disclosure required thereby, a general notice to the Directors by him as a Director or Officer declaring that he is a director or officer of, or from his has an interest in, such other company. 34.4 No in a person shall be disqualified from the office of Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director shall be in any way interested be or be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by or arising in connection with any such contract or transaction by reason of such Director holding office or of the fiduciary relationship thereby established. A Director shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of the interest of any Director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon. 34.5 A general notice that a Director is a shareholder, director, officer or employee of any specified firm or company and is to be regarded as interested in any transaction or arrangement made with such firm or company that person, shall be a sufficient disclosure for the purposes declaration of voting on a resolution interest in respect of a contract or transaction in which he has an interest, and after such general notice it shall not be necessary to give special notice relating relation to any particular transactiontransaction or arrangement so made.

DIRECTORS’ INTERESTS. 34.1 Subject to the provisions of the Articles including Article 27.4: 32.1 A Director or alternate Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his their office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine. 34.2 32.2 A Director or alternate Director may act by himself on their own or by, through or on behalf of his their firm in a professional capacity for the Company and he they or his their firm shall be entitled to remuneration for professional services as if he they were not a Director or alternate Director. 34.3 32.3 A Director or alternate Director may be or become a director or other officer of or otherwise interested in any company promoted by the Company or in which the Company may be interested as a shareholder, a contracting party or otherwise, and no such Director or alternate Director shall be accountable to the Company for any remuneration or other benefits received by him them as a director or officer of, or from his their interest in, such other company. 34.4 32.4 No person shall be disqualified from the office of Director or alternate Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction which is entered into by or on behalf of the Company in which any Director or alternate Director shall be in any way interested and is duly approved in accordance with the Articles be or be liable to be avoided, nor shall any Director or alternate Director so contracting or being so interested be liable to account to the Company for any profit realised realized by or arising in connection with any such contract or transaction by reason of such Director or alternate Director holding office or of the fiduciary relationship thereby established. A Director (or their alternate Director in their absence) shall be at liberty to vote in respect of any contract or transaction in which he is interested provided they are interested; provided, that the nature of the interest of any Director or alternate Director in any such contract or transaction shall be disclosed by him them at or prior to its consideration and any vote thereon. 34.5 32.5 A general notice that a Director or alternate Director is a shareholder, director, officer or employee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure for the purposes of voting on a resolution in respect of a contract or transaction in which he has they have an interest, and after such general notice it shall not be necessary to give special notice relating to any particular transaction.

DIRECTORS’ INTERESTS. 34.1 A Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine. 34.2 A Director may act by himself or by, through or on behalf of his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director. 34.3 A Director may be or become a director or other officer of or otherwise interested in any company promoted by the Company or in which the Company may be interested as a shareholder, a contracting party or otherwise, and no such Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other company. 34.4 No person shall be disqualified from the office of Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director shall be in any way interested be or be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by or arising in connection with any such contract or transaction by reason of such Director holding office or of the fiduciary relationship thereby established. A Director shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of the interest of any Director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon. Any Director who enters into a contract or arrangement or has a relationship that is reasonably likely to be implicated under this Article or that would reasonably be likely to affect a Director’s status as an “Independent Director”, if applicable, under the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise under Applicable Law shall disclose the nature of his or her interest in any such contract or arrangement in which he or she is interested or any such relationship. 34.5 A general notice that a Director is a shareholder, director, officer or employee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure for the purposes of voting on a resolution in respect of a contract or transaction in which he has an interest, and after such general notice it shall not be necessary to give special notice relating to any particular transaction.

DIRECTORS’ INTERESTS. 34.1 26.1 A Director may hold any other office or place of profit under with the Company (other than the office except that of Auditorauditor) in conjunction with his office of Director for such period and on upon such terms as to the Board may determine, and may be paid such extra remuneration and otherwise therefor (whether by way of salary, commission, participation in profits or otherwise) as the Directors Board may determine, and such extra remuneration shall be in addition to any remuneration provided for by or pursuant to any other Bye-Law. 34.2 26.2 A Director may act by himself or by, through or on behalf of his firm in a professional capacity for the Company (otherwise than as auditor) and he or his firm shall be entitled to remuneration for professional services as if he were not a Director. 34.3 A 26.3 Subject to the provisions of the Companies Acts, a Director may notwithstanding his office be a party to, or become otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise interested; and be a director or other officer of of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in in, any company body corporate promoted by the Company or in which the Company is interested. The Board may also cause the voting power conferred by the shares in any other company held or owned by the Company to be interested exercised in such manner in all respects as it thinks fit, including the exercise thereof in favour of any resolution appointing the Directors or any of them to be directors or officers of such other company, or voting or providing for the payment of remuneration to the directors or officers of such other company. 26.4 So long as, where it is necessary, he declares the nature of his interest at the first opportunity at a shareholdermeeting of the Board or by writing to the Directors as required by the Companies Acts, a contracting party or otherwise, and no such Director shall not by reason of his office be accountable to the Company for any remuneration benefit which he derives from any office or other benefits received employment to which these Bye-Laws allow him to be appointed or from any transaction or arrangement in which these Bye-Laws allow him to be interested, and no such transaction or arrangement shall be liable to be avoided on the ground of any interest or benefit. 26.5 Subject to the Companies Acts and any further disclosure required thereby, a general notice to the Directors by him as a Director or Officer declaring that he is a director or officer of, or from his has an interest in, such other company. 34.4 No in a person shall be disqualified from the office of Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director shall be in any way interested be or be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by or arising in connection with any such contract or transaction by reason of such Director holding office or of the fiduciary relationship thereby established. A Director shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of the interest of any Director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon. 34.5 A general notice that a Director is a shareholder, director, officer or employee of any specified firm or company and is to be regarded as interested in any transaction or arrangement made with such firm or company that person, shall be a sufficient disclosure for declaration of interest in relation to any transaction or arrangement so made. 26.6 For the purposes of these Bye-Laws, without limiting the generality of the foregoing, a Director is deemed to have an interest in a transaction or arrangement with the Company if he is the holder of or beneficially interested in [ ] per cent or more of any class of the equity share capital of any body corporate (or any other body corporate through which his interest is derived) or of the voting rights available to members of the relevant body corporate with which the Company is proposing to enter into a transaction or arrangement, provided that there shall be disregarded any shares held by such Director as bare or custodian trustee and in which he has no beneficial interest, any shares comprised in a trust in which the Director’s interest is in reversion or remainder if and so long as some other person is entitled to receive the income thereof, and any shares comprised in an authorised unit trust in which the Director is only interested as a unit holder. For the purposes of this Bye-Law, an interest of a person who is connected with a Director shall be treated as an interest of the Director. 26.7 To the fullest extent permitted by applicable law and provided, where required under the Companies Acts, the interested Director declares his interest: 26.7.1 the Company, on a resolution behalf of itself and its subsidiaries, renounces any interest or expectancy of the Company and its subsidiaries in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to any of the Sponsor Shareholders or any of their respective officers, directors, agents, stockholders, members, partners, affiliates and subsidiaries (other than the Company and its subsidiaries), even if the opportunity is one that the Company or its subsidiaries might reasonably be deemed to have pursued or had 7.1. Neither the alteration, amendment or repeal of this Bye-Law 26. 7.1 nor the adoption of any provision of these Bye-Laws inconsistent with this Bye-Law 26.7.1 shall eliminate or reduce the effect of this Bye-Law 26.7.1 in respect of any matter occurring, or any cause of action, suit or claim that, but for this Bye-Law 26.7.1, would accrue or arise, prior to such alteration, amendment, repeal or adoption; 26.7.2 the Company hereby waives any claim or cause of action against the Sponsor Shareholders and their respective officers, directors, agents, stockholders, members, partners, affiliates and subsidiaries that may from time to time arise in respect of a contract breach by any such Person of any duty, obligation, right or transaction interest disclaimed under Bye-Law 26.7.1; and 26.7.3 the provisions of this Bye-Law 26.7, to the extent that they restrict the liabilities of the Sponsor Shareholders and their respective officers, directors, agents, stockholders, members, partners, affiliates and subsidiaries otherwise existing at law or in which he has an interestequity, and after are agreed by the Company to replace such general notice it shall not be necessary to give special notice relating to any particular transactionother liabilities of such Persons.

DIRECTORS’ INTERESTS. 34.1 5.1 A Director may hold have any other office or place interest of profit under the Company following kind (other than the office of Auditora “Permitted Interest”) in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine. 34.2 A Director may act by himself or by, through or on behalf of his firm in a professional capacity for the Company and he or his firm no further authorisation shall be entitled required in respect of any such interest, subject to remuneration for professional services as if he were not a Director.declaration of the relevant Permitted Interest being made in accordance with the provisions of Cap. 113 prior to the action which raises such Permitted Interest: 34.3 A (a) where a Director may be is or become becomes a director or other officer of of, or employed by, or otherwise interested (including by the holding of shares) in any company promoted by Relevant Company; and/or (b) where a Director is party to an arrangement or understanding to act as his Nominating Shareholder’s representative on the Board and/or on the board of directors of any Relevant Company. 5.2 Subject to Clause 32 (Confidentiality), a Director shall be entitled to disclose to his Nominating Shareholder or to any member of its Shareholder Group any information which he may receive or acquire in relation to the customers, suppliers, business, assets or other affairs of the Company or in which any Group Company, and a Director shall be released from his duty of confidentiality to the Company may and any Group Company of which he is director in respect of such disclosure. 5.3 Where a Director, otherwise than by virtue of his position as Director, receives information in respect of which he owes a duty of confidentiality to his Nominating Shareholder or any third party, he shall not be interested required to: (a) disclose such information to the Company or any Group Company or to the Board, or to any Director, officer or employee of the Company or any Group Company; or (b) otherwise use or apply such confidential information in performing his duties as a shareholder, Director. 5.4 A Director’s duties to the Company and any Group Company of which he is director shall not be breached or infringed by the existence of any Permitted Interest for the purposes of Clause 5.1 or arrangement or understanding to act as his Nominating Shareholder’s representative or treatment of information in accordance with Clauses 5.2 and 5.3 and a contracting party or otherwise, and no such Director shall not be accountable to the Company or any Group Company for any remuneration benefit which he (or other benefits received by him as a director or officer ofperson connected with him) derives from any Permitted Interest, or from his interest in, such other companyprovided the provisions of Cap. 113 are complied with. 34.4 No person shall be disqualified from the office 5.5 Subject to Clause 36 (Enforcement of Director or prevented by such office from contracting with the Company’s Rights), either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any a Director shall be entitled to vote and be counted in any way interested be or be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by or arising in connection with any such contract or transaction by reason of such Director holding office or quorum at a meeting of the fiduciary relationship thereby established. A Director shall be at liberty to vote Board in relation to, or any resolution of the Board in respect of any contract or transaction in which he is interested provided that the nature of the interest of any Director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon. 34.5 A general notice that of, a Director is a shareholder, director, officer or employee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure for the purposes of voting on a resolution in respect of a contract or transaction matter in which he has an interesta direct or indirect interest (including any Permitted Interest), and after provided that any such general notice it shall not be necessary to give special notice relating to any particular transactioninterest is declared in accordance with the provisions of Cap. 113.

DIRECTORS’ INTERESTS. 34.1 30.1 A Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his his, her or its office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine. 34.2 30.2 A Director may act by himself or herself or by, through or on behalf of his his, her or its firm in a professional capacity for the Company and he he, she or his it or his, her or its firm shall be entitled to remuneration for professional services as if he he, she or it were not a Director. 34.3 30.3 A Director may be or become a director or other officer of or otherwise interested in any company promoted by the Company or in which the Company may be interested as a shareholder, a contracting party or otherwise, and no such Director shall be accountable to the Company for any remuneration or other benefits received by him or her as a director or officer of, or from his his, her or its interest in, such other company. 34.4 30.4 No person shall be disqualified from the office of Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director shall be in any way interested be or be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by or arising in connection with any such contract or transaction by reason of such Director holding office or of the fiduciary relationship thereby established. A Director shall be at liberty to vote in respect of any contract or transaction in which he he, she or it is interested provided that the nature of the interest of any Director in any such contract or transaction shall be disclosed by him or her at or prior to its consideration and any vote thereon. 34.5 A general 30.5 Any notice that a Director is a shareholder, director, officer or employee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be deemed a general notice of such interest for the purposes of the Statute and be sufficient disclosure for the purposes of voting on a resolution Resolution of Directors in respect of a contract or transaction in which he he, she or it has an interest, and after such general notice it shall not be necessary to give a general or special notice relating to any particular transaction.

DIRECTORS’ INTERESTS. 34.1 33.1 A Director or alternate Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine. 34.2 33.2 A Director or alternate Director may act by himself or by, through or on behalf of his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director or alternate Director. 34.3 33.3 A Director or alternate Director may be or become a director or other officer of or otherwise interested in any company promoted by the Company or in which the Company may be interested as a shareholder, a contracting party or otherwise, and no such Director or alternate Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other company. 34.4 33.4 No person shall be disqualified from the office of Director or alternate Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director or alternate Director shall be in any way interested be or be liable to be avoided, nor shall any Director or alternate Director so contracting or being so interested be liable to account to the Company for any profit realised by or arising in connection with any such contract or transaction by reason of such Director or alternate Director holding office or of the fiduciary relationship thereby established. A Director (or his alternate Director in his absence) shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of the interest of any Director or alternate Director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon. 34.5 33.5 A general notice that a Director or alternate Director is a shareholder, director, officer or employee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure for the purposes of voting on a resolution in respect of a contract or transaction in which he has an interest, and after such general notice it shall not be necessary to give special notice relating to any particular transaction.

DIRECTORS’ INTERESTS. 34.1 A 27.1 Subject to the Law and listing rules of any Designated Stock Exchange, if a Director may hold has disclosed to the other Directors the nature and extent of any other office direct or place of profit under indirect interest which the Company Director has in any transaction or arrangement with the Company, a Director notwithstanding his office: (other than the office of Auditora) in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine. 34.2 A Director may act by himself or by, through or on behalf of his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director. 34.3 A Director may be or become a director or other officer of party to or otherwise interested in any company transaction or arrangement with the Company or in which the Company is otherwise interested; (b) may be a Director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company may be interested as a shareholder, a contracting party or otherwise, and no such Director is otherwise interested; and (c) shall not by reason of his office be accountable to the Company for any remuneration benefit which he derives from any such office or other benefits received by him as a director or officer of, employment or from his interest in, such other company. 34.4 No person shall be disqualified from the office of Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract transaction or arrangement or from any contract or transaction entered into by or on behalf of the Company in which any Director shall be interest in any way interested be such body corporate and no such transaction or arrangement shall be liable to be avoided, nor shall avoided on the ground of any Director so contracting such interest or being so interested be liable to account benefit. 27.2 For the purposes of Article 27.1: (a) a general notice given to the Company for any profit realised by or arising in connection with any such contract or transaction by reason of such Director holding office or of Directors to the fiduciary relationship thereby established. A Director shall be at liberty to vote in respect of any contract or transaction in which he is interested provided effect that the nature of the interest of any Director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon. 34.5 A general notice that (1) a Director is a shareholder, director, member or officer of a specified company or employee firm and is to be regarded as having an interest in any transaction or arrangement which may after the date of any specified firm the notice be made with that company or company and firm; or (2) a Director is to be regarded as interested in any transaction or arrangement which may after the date of the notice be made with such firm a specified person who is connected with him or company her shall be deemed to be a sufficient disclosure that the Director has an interest of the nature and extent so specified; and (b) an interest of which a Director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his. 27.3 A Director must disclose any direct or indirect interest in any transaction or arrangement with the Company, and following a declaration being made pursuant to the Articles, subject to any separate requirement for Audit Committee approval under applicable law or the purposes listing rules of voting on any Designated Stock Exchange or specific policies adopted by the Board, and unless disqualified by the chairman of the relevant meeting, a resolution Director may vote in respect of a contract any such transaction or transaction arrangement in which he such Director is interested and may be counted in the quorum at such meeting. 27.4 Notwithstanding the foregoing, no “Independent Director” (as defined herein) and with respect of whom the Board has determined constitutes an interest“Independent Director” for purposes of compliance with applicable law or the Company’s listing requirements, and after shall without the consent of the Audit Committee take any of the foregoing actions or any other action that would reasonably be likely to affect such general notice it shall not be necessary to give special notice relating to any particular transactionDirector’s status as an “Independent Director” of the Company.

DIRECTORS’ INTERESTS. 34.1 36.1 A Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine. 34.2 36.2 A Director may act by himself or by, through or on behalf of his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director. 34.3 36.3 A Director may be or become a director or other officer of or otherwise interested in any company promoted by the Company or in which the Company may be interested as a shareholder, a contracting party or otherwise, and no such Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other company. 34.4 36.4 No person shall be disqualified from the office of Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director shall be in any way interested be or be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by or arising in connection with any such contract or transaction by reason of such Director holding office or of the fiduciary relationship thereby established. A Director shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of the interest of any Director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon. 34.5 36.5 A general notice that a Director is a shareholder, director, officer or employee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure for the purposes of voting on a resolution in respect of a contract or transaction in which he has an interest, and after such general notice it shall not be necessary to give special notice relating to any particular transaction. 37 Minutes The Directors shall cause minutes to be made in books kept for the purpose of recording all appointments of officers made by the Directors, all proceedings at meetings of the Company or the holders of any class of Shares and of the Directors, and of committees of the Directors, including the names of the Directors present at each meeting.

DIRECTORS’ INTERESTS. 34.1 A Director or alternate Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his their office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine. 34.2 A Director or alternate Director may act by himself on their own or by, through or on behalf of his their firm in a professional capacity for the Company and he they or his their firm shall be entitled to remuneration for professional services as if he they were not a Director or alternate Director. 34.3 A Director or alternate Director may be or become a director or other officer of or otherwise interested in any company promoted by the Company or in which the Company may be interested as a shareholder, a contracting party or otherwise, and no such Director or alternate Director shall be accountable to the Company for any remuneration or other benefits received by him them as a director or officer of, or from his their interest in, such other company. 34.4 No person shall be disqualified from the office of Director or alternate Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director or alternate Director shall be in any way interested be or be liable to be avoided, nor shall any Director or alternate Director so contracting or being so interested be liable to account to the Company for any profit realised by or arising in connection with any such contract or transaction by reason of such Director or alternate Director holding office or of the fiduciary relationship thereby established. A Director (or their alternate Director in their absence) shall be at liberty entitled to vote on, and be counted in the quorum in relation to, any resolution of the Directors in respect of any contract or transaction in which he is interested they are interested, provided that the relevant Director (or alternate Director) has disclosed the nature and extent of the his or her interest of any Director in any such contract or transaction shall be disclosed by him at or to the Board prior to its consideration and any vote thereon. 34.5 A general notice that a Director or alternate Director is a shareholder, director, officer or employee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure for the purposes of voting on a resolution in respect of a contract or transaction in which he has they have an interest, and after such general notice it shall not be necessary to give special notice relating to any particular transaction.

DIRECTORS’ INTERESTS. 34.1 38.1 A Director or alternate Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine. 34.2 38.2 A Director or alternate Director may act by himself or by, through or on behalf of his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director or alternate Director. 34.3 38.3 A Director or alternate Director may be or become a director or other officer of or otherwise interested in any company promoted by the Company or in which the Company may be interested as a shareholder, a contracting party or otherwise, and no such Director or alternate Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other company. 34.4 38.4 No person shall be disqualified from the office of Director or alternate Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director or alternate Director shall be in any way interested be or be liable to be avoided, nor shall any Director or alternate Director so contracting or being so interested be liable to account to the Company for any profit realised by or arising in connection with any such contract or transaction by reason of such Director or alternate Director holding office or of the fiduciary relationship thereby established. A Director (or his alternate Director in his absence) shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of the interest of any Director or alternate Director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon. 34.5 38.5 A general notice that a Director or alternate Director is a shareholder, director, officer or employee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure for the purposes of voting on a resolution in respect of a contract or transaction in which he has an interest, and after such general notice it shall not be necessary to give special notice relating to any particular transaction.

DIRECTORS’ INTERESTS. 34.1 31.1 A Director or Alternate Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine. 34.2 31.2 A Director or Alternate Director may act by himself or by, through or on behalf of his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director or Alternate Director. 34.3 31.3 A Director or Alternate Director may be or become a director or other officer of or otherwise interested in any company promoted by the Company or in which the Company may be interested as a shareholder, a contracting party or otherwise, and no such Director or Alternate Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other company. 34.4 31.4 No person shall be disqualified from the office of Director or Alternate Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director or Alternate Director shall be in any way interested be or be liable to be avoided, nor shall any Director or Alternate Director so contracting or being so interested be liable to account to the Company for any profit realised by or arising in connection with any such contract or transaction by reason of such Director or Alternate Director holding office or of the fiduciary relationship thereby established. A Director (or his Alternate Director in his absence) shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of the interest of any Director or Alternate Director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon. 34.5 A general 31.5 Any notice that a Director or Alternate Director is a shareholder, director, officer or employee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be deemed a general notice of such interest for the purposes of the Statute and be sufficient disclosure for the purposes of voting on a resolution in respect of a contract or transaction in which he has an interest, and after such general notice it shall not be necessary to give a general or special notice relating to any particular transaction.

DIRECTORS’ INTERESTS. 34.1 105 A Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine. 34.2 . 106 A Director may act by himself or by, through or on behalf of his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director or alternate Director. 34.3 . 107 A Director or alternate Director of the Company may be or become a director or other officer of or otherwise interested in any company promoted by the Company or in which the Company may be interested as a shareholder, a contracting party shareholder or otherwise, and no such Director or alternate Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other company. 34.4 . 108 No person shall be disqualified from the office of Director or alternate Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director or alternate Director shall be in any way interested be or be liable to be avoided, nor shall any Director or alternate Director so contracting or being so interested be liable to account to the Company for any profit realised by or arising in connection with any such contract or transaction by reason of such Director holding office or of the fiduciary relationship relation thereby established. A Director (or his alternate Director in his absence) shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of the interest of any Director or alternate Director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon. 34.5 A general notice that a Director is a shareholder, director, officer or employee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure for the purposes of voting on a resolution in respect of a contract or transaction in which he has an interest, and after such general notice it shall not be necessary to give special notice relating to any particular transaction.

DIRECTORS’ INTERESTS. 34.1 37.1 A Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his or her office of Director for such period and on such terms as to remuneration and otherwise as the Directors Board may determine. 34.2 37.2 A Director may act by himself or herself or by, through or on behalf of his or her firm in a professional capacity for the Company and he or she or his or her firm shall be entitled to remuneration for professional services as if he or she were not a Director. 34.3 37.3 A Director may be or become a director director, managing director, joint managing director, deputy managing director, executive director, manager or other officer or member of any other company or otherwise interested in any company promoted by the Company or in which the Company may be interested as a shareholderMember, a contracting party or otherwise, and no such Director shall be accountable to the Company for any remuneration or other benefits received by him or her as a director director, managing director, joint managing director, deputy managing director, executive director, manager or other officer or member of, or from his or her interest in, such other company. 34.4 37.4 No person shall be disqualified from the office of Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director shall be in any way interested be or be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by or arising in connection with any such contract or transaction by reason of such Director holding office or of the fiduciary relationship thereby established. A Director shall be at liberty to vote in respect of any contract or transaction in which he such Director is interested provided that the nature of the interest of any Director in any such contract or transaction shall be disclosed by him or her at or prior to its consideration and any vote thereon. 34.5 37.5 A general notice that a Director is a shareholderMember, director, officer or employee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure for the purposes of voting on a resolution in respect of a contract or transaction in which he or she has an interest, and after such general notice it shall not be necessary to give special notice relating to any particular transaction.