Common use of DIRECTORS’ INTERESTS Clause in Contracts

DIRECTORS’ INTERESTS. 15.1 A director, including an 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 and may act in a professional capacity to the Company on such terms as to tenure of office, remuneration and otherwise as the directors may determine. 15.2 Subject to the provisions of the Law, and provided that he has disclosed to the director the nature and extent of any of his interests which conflict or may conflict to a material extent with the interests of the Company at the first meeting of the directors at which a transaction is considered or as soon as practical after that meeting by notice in writing to the secretary or has otherwise previously disclosed that he is to be regarded as interested in a transaction with a specific person, 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. 15.3 For the purposes of Article 15.1: (a) a general notice given to the directors or Secretary in the manner there specified that a 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 a specified person or class of persons is interested shall be deemed to be a disclosure that the director has an interest in any such transaction 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 that director. 15.4 Where disclosure of an interest is made to the secretary in accordance with Article 15.1 the secretary shall inform the directors that it has been made and table the notice of the disclosure at the next meeting of the directors. Any disclosure at a meeting of the directors shall be recorded in the minutes of the meeting.

DIRECTORS’ INTERESTS. 15.1 A director, including an 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 and may act in a professional capacity to the Company on such terms as to tenure of office, remuneration and otherwise as the directors may determine. 15.2 27.1 Subject to the provisions of the Law, the listing rules of any Designated Stock Exchange and provided that he Article 23.3, if a Director has disclosed to the director other Directors the nature and extent of any of his interests direct or indirect interest which conflict the Director has in any transaction or may conflict to a material extent arrangement with the interests of the Company at the first meeting of the directors at which a transaction is considered or as soon as practical after that meeting by notice in writing to the secretary or has otherwise previously disclosed that he is to be regarded as interested in a transaction with a specific personCompany, a director Director notwithstanding his office: (a) may be a party to, to or otherwise interested in, 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, not by reason of his office, 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. 15.3 27.2 For the purposes of Article 15.1‎27.1: (a) a general notice given to the directors Directors to the effect that (1) a Director is a member or Secretary in the manner there officer of a specified that a director company or firm and is to be regarded as having an interest of the nature and extent specified in the notice 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 class of persons is interested her 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 (b) 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 that directorhis. 15.4 Where disclosure 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 these Articles, subject to any separate requirement for Audit, Risks and Ethics Committee approval under applicable law or the listing rules of an interest is made to any Designated Stock Exchange, and unless disqualified by the secretary in accordance with Article 15.1 the secretary shall inform the directors that it has been made and table the notice chairman of the disclosure 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 next meeting 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 directors. Any disclosure at a meeting Audit, Risks and Ethics Committee take any of the directors shall foregoing actions or any other action that would reasonably be recorded in the minutes likely to affect such Director’s status as an "Independent Director" of the meetingCompany.

DIRECTORS’ INTERESTS. 15.1 A director, including an 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 and may act in a professional capacity to the Company on such terms as to tenure of office, remuneration and otherwise as the directors may determine. 15.2 27.1 Subject to the provisions of the Law, the listing rules of any Designated Stock Exchange and provided that he Article 23.3, if a Director has disclosed to the director other Directors the nature and extent of any of his interests direct or indirect interest which conflict the Director has in any transaction or may conflict to a material extent arrangement with the interests of the Company at the first meeting of the directors at which a transaction is considered or as soon as practical after that meeting by notice in writing to the secretary or has otherwise previously disclosed that he is to be regarded as interested in a transaction with a specific personCompany, a director Director notwithstanding his office: (a) may be a party to, to or otherwise interested in, 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, not by reason of his office, 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. 15.3 27.2 For the purposes of Article 15.1‎27.1: (a) a general notice given to the directors Directors to the effect that (1) a Director is a member or Secretary in the manner there officer of a specified that a director company or firm and is to be regarded as having an interest of the nature and extent specified in the notice 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 class of persons is interested her 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 (b) 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 that directorhis. 15.4 Where disclosure 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 these Articles, subject to any separate requirement for Audit Committee approval under applicable law or the listing rules of an interest is made to any Designated Stock Exchange, and unless disqualified by the secretary in accordance with Article 15.1 the secretary shall inform the directors that it has been made and table the notice chairman of the disclosure 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 next meeting 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 directors. Any disclosure at a meeting Audit Committee take any of the directors shall foregoing actions or any other action that would reasonably be recorded in the minutes likely to affect such Director’s status as an "Independent Director" of the meetingCompany.