Common use of DIRECTORS’ INTERESTS Clause in Contracts

DIRECTORS’ INTERESTS. 27.1 Subject to the Law and listing rules of any Designated Stock Exchange, if a Director has disclosed to the other Directors the nature and extent of any direct or indirect interest which the Director has in any transaction or arrangement with the Company, a Director notwithstanding his office: (a) may be a party to or otherwise interested in any 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 is otherwise interested; and (c) shall not by reason of his office be accountable to the Company for any benefit which he derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit. 27.2 For the purposes of Article 27.1: (a) a general notice given to the Directors to the effect that (1) a Director is a member or officer of a specified company or firm and is to be regarded as having an interest in any transaction or arrangement which may after the date of the notice be made with that company or 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 a specified person who is connected with him or 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 listing rules of any Designated Stock Exchange or specific policies adopted by the Board, and unless disqualified by the chairman of the relevant meeting, a Director may vote in respect of any such transaction or arrangement in which 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 “Independent Director” for purposes of compliance with applicable law or the Company’s listing requirements, 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 Director’s status as an “Independent Director” of the Company.

DIRECTORS’ INTERESTS. 27.1 Subject 5.1 A Director may have any interest of the following kind (a “Permitted Interest”) and no further authorisation shall be required in respect of any such interest, subject to a declaration of the relevant Permitted Interest being made in accordance with the provisions of Cap. 113 prior to the Law and listing rules of any Designated Stock Exchange, if a Director has disclosed to the other Directors the nature and extent of any direct or indirect interest action which the Director has in any transaction or arrangement with the Company, a Director notwithstanding his officeraises such Permitted Interest: (a) may be a party to or otherwise interested in any transaction or arrangement with the Company or in which the Company is otherwise interested; (b) may be where a Director is or becomes a director or other officer of, or employed by, or otherwise interested (including by the holding of shares) in any 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 transaction Relevant Company. 5.2 Subject to Clause 32 (Confidentiality), a Director shall be entitled to disclose to his Nominating Shareholder or arrangement withto any member of its Shareholder Group any information which he may receive or acquire in relation to the customers, suppliers, business, assets or otherwise interested in, any body corporate promoted by 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 and any Group Company of which he is director in respect of such disclosure. 5.3 Where a Director, otherwise interested; andthan 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 required to: (ca) 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 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 reason the existence of any Permitted Interest for the purposes of Clause 5.1 or arrangement or understanding to act as his office Nominating Shareholder’s representative or treatment of information in accordance with Clauses 5.2 and 5.3 and a Director shall not be accountable to the Company or any Group Company for any benefit which he (or a person connected with him) derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on Permitted Interest, provided the ground provisions of any such interest or benefitCap. 113 are complied with. 27.2 For the purposes 5.5 Subject to Clause 36 (Enforcement of Article 27.1: (a) a general notice given to the Directors to the effect that (1) a Director is a member or officer of a specified company or firm and is to be regarded as having an interest in any transaction or arrangement which may after the date of the notice be made with that company or 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 a specified person who is connected with him or 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 listing rules of any Designated Stock Exchange or specific policies adopted by the Board, and unless disqualified by the chairman of the relevant meeting’s Rights), a Director may shall be entitled to vote in respect of any such transaction or arrangement in which 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 a meeting of whom the Board has determined constitutes an “Independent Director” for purposes of compliance with applicable law in relation to, or the Company’s listing requirements, shall without the consent any resolution of the Audit Committee take Board in respect of, a matter in which he has a direct or indirect interest (including any Permitted Interest), provided that any such interest is declared in accordance with the provisions of the foregoing actions or any other action that would reasonably be likely to affect such Director’s status as an “Independent Director” of the CompanyCap. 113.

DIRECTORS’ INTERESTS. 27.1 Subject to the Law and Law, the listing rules of any Designated Stock ExchangeExchange and Article 23.3, if a Director has disclosed to the other Directors the nature and extent of any direct or indirect interest which the Director has in any transaction or arrangement with the Company, a Director notwithstanding his office: (a) may be a party to or otherwise interested in any transaction or arrangement with the Company or in which the Company is otherwise interested; (b) may be a Director 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 is otherwise interested; and (c) shall not by reason of his office be accountable to the Company for any benefit which he derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit. 27.2 For the purposes of Article 27.1‎27.1: (a) a general notice given to the Directors to the effect that (1) a Director is a member or officer of a specified company or firm and is to be regarded as having an interest in any transaction or arrangement which may after the date of the notice be made with that company or 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 a specified person who is connected with him or 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 these Articles, subject to any separate requirement for Audit Audit, Risks and Ethics Committee approval under applicable law or the listing rules of any Designated Stock Exchange or specific policies adopted by the BoardExchange, and unless disqualified by the chairman of the relevant meeting, a Director may vote in respect of any such transaction or arrangement in which 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 “"Independent Director” " for purposes of compliance with applicable law or the Company’s listing requirements, shall without the consent of the Audit Audit, Risks and Ethics Committee take any of the foregoing actions or any other action that would reasonably be likely to affect such Director’s status as an “"Independent Director” " of the Company.

DIRECTORS’ INTERESTS. 27.1 Subject to the Law and Law, the listing rules of any Designated Stock ExchangeExchange and Article 23.3, if a Director has disclosed to the other Directors the nature and extent of any direct or indirect interest which the Director has in any transaction or arrangement with the Company, a Director notwithstanding his office: (a) may be a party to or otherwise interested in any transaction or arrangement with the Company or in which the Company is otherwise interested; (b) may be a Director 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 is otherwise interested; and (c) shall not by reason of his office be accountable to the Company for any benefit which he derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit. 27.2 For the purposes of Article 27.1‎27.1: (a) a general notice given to the Directors to the effect that (1) a Director is a member or officer of a specified company or firm and is to be regarded as having an interest in any transaction or arrangement which may after the date of the notice be made with that company or 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 a specified person who is connected with him or 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 these Articles, subject to any separate requirement for Audit Committee approval under applicable law or the listing rules of any Designated Stock Exchange or specific policies adopted by the BoardExchange, and unless disqualified by the chairman of the relevant meeting, a Director may vote in respect of any such transaction or arrangement in which 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 “"Independent Director” " for purposes of compliance with applicable law or the Company’s listing requirements, 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 Director’s status as an “"Independent Director” " of the Company.

DIRECTORS’ INTERESTS. 27.1 35.1 Subject to the Law provisions of the Act, and listing rules of any Designated Stock Exchange, if a Director provided that he has disclosed to the other Directors directors the nature and extent of any direct material interest of his, a director notwithstanding his office: (A) may be a party to, or indirect interest which the Director has in otherwise interested in, any transaction or arrangement with the Company, a Director notwithstanding his office: (a) may be a party to or otherwise interested in any transaction or arrangement with the Company company or in which the Company company is otherwise interested; (bB) may be a Director 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 company or in which the Company company is otherwise interested; andand Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. The omissions have been indicated by asterisks (“*****”), and the omitted text has been filed separately with the Securities and Exchange Commission. (cC) shall not not, by reason of his office office, be accountable to the Company company for any benefit which he derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit. 27.2 35.2 For the purposes of Article 27.1article 35.1: (aA) a general notice given to the Directors to the effect directors that (1) a Director is a member or officer of a specified company or firm and director is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which may after the date of the notice be made with that company or 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 a specified person who or class of persons is connected with him or her interested shall be deemed to be a sufficient disclosure that the Director director has an interest in any such transaction of the nature and extent so specified; and (bB) an interest of which a Director 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 35.3 A Director must disclose any direct or indirect interest director shall not be counted in any transaction or arrangement with the Companyquorum (nor shall his presence be required in order to constitute a quorum if it would otherwise be required under these articles), and following a declaration being made pursuant nor shall he be entitled to the Articlesvote, subject to any separate requirement for Audit Committee approval under applicable law or the listing rules in respect of any Designated Stock Exchange or specific policies adopted action by the Board, and unless disqualified company against the Member who appointed him or any of its Affiliates or any action by the chairman Member who appointed him or any of its Affiliates against the relevant meeting, a Director may vote company (and as all the Members otherwise consent in writing) Except in respect of any such transaction action, a director present or arrangement in which such Director is interested and may represented by an alternate shall be counted in the quorum and be entitled to vote at such meetinga meeting of directors on any resolution concerning a matter in which he has, directly or indirectly, a material interest or duty. 27.4 Notwithstanding the foregoing, no “Independent Director” (as defined herein) and with respect of whom the Board has determined constitutes an “Independent Director” for purposes of compliance with applicable law or the Company’s listing requirements, 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 Director’s status as an “Independent Director” of the Company.