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Item 6.
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INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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Subject to exceptions, English law does not
permit a company to exempt a director (or a director of an associated company) from, or indemnify such director against, liability
in connection with any negligence, default, breach of duty or breach of trust by a director in relation to the company.
The exceptions allow a company to:
(i) purchase and maintain director and
officer liability insurance (“
D&O Insurance
”) against any liability attaching to a director (or a director
of an associated company) in connection with any negligence, default, breach of duty or breach of trust by them in relation to
the company of which they are a director. D&O Insurance generally covers costs incurred in defending allegations and compensatory
damages that are awarded. However, D&O Insurance will generally not cover losses incurred in relation to criminal
acts, intentional malfeasance or other
forms of dishonesty, certain regulatory offences or excluded matters such as environmental fines and clean-up costs. In relation
to these matters, D&O Insurance generally only covers defense costs, subject to the obligation of the director to repay the
costs if an allegation of criminality, dishonesty or intentional malfeasance is subsequently admitted or found to be true;
(ii) provide a qualifying third party
indemnity provision, or “
QTPIP
.” This permits a company to indemnify its directors (and directors of an associated
company) in respect of proceedings brought by third parties against such directors. The Company can therefore indemnify these directors
against third party actions such as class actions or actions following mergers and acquisitions or share issuances. A QTPIP can
cover both legal costs and the amount of any adverse judgment, however it cannot cover: the legal costs of an unsuccessful defense
of criminal proceedings or civil proceedings where such proceedings are brought by the company (or an associated company); fines
imposed in criminal proceedings; the legal costs of an unsuccessful application for relief; and penalties imposed by regulatory
bodies; and
(iii) provide a qualifying pension scheme
indemnity provision, or “
QPSIP
”. This permits a company to indemnify its directors (and directors of an associated
company) in respect of proceedings in connection with the company’s activities as a corporate trustee of an occupational
pension scheme. The Company can therefore indemnify directors in certain circumstances if the Company acts as a corporate trustee
of an occupational pension scheme. A QPSIP can cover both legal costs and the amount of any adverse judgment, however it cannot
cover: the legal costs of an unsuccessful defense of criminal proceedings; fines imposed in criminal proceedings; and penalties
imposed by regulatory bodies.
The Company’s articles of association
include a provision which entitles the Company to indemnify every director (and every director of an associated company) to any
extent permitted by law (including by funding any expenditure incurred or to be incurred by him or her) against any loss or liability
incurred in their capacity as a director of the Company (or an associated company). In addition to the provisions of the Company’s
articles of association, it is common to set out the terms of the QTPIP and any QPSIP in the form of a deed of indemnity between
the company and the relevant directors which essentially indemnifies the director against claims brought by third parties to the
fullest extent permitted under English law. The Company has adopted a Deed Poll of Indemnity for directors and directors of associated
company dated January 3, 2016 for this purpose. Any funds provided to a director to meet any expenditure incurred by him in connection
with defending himself or in an investigation of any negligence, default, breach of duty or breach of trust by him or otherwise,
must be repaid if (a) the director is convicted in the criminal proceedings, (b) judgment is given against the director
in civil proceedings brought by the Company (or an associated company), (c) the court refuses to grant the director the relief
sought, or (d) the Company, in its absolute discretion, determines that the investigation arose from the director's fraud or willful
default.
The Company’s articles of association
also provides the Company with authority to purchase and maintain insurance at the expense of the Company for the benefit of any
person who is or was at any time a director of the company or any associated company.
The Company will be required to disclose in
its annual directors’ report any QTPIP or QPSIP in force at any point during the relevant financial year or in force when
the directors’ report is approved. A copy of the indemnity or, if it is not in writing, a memorandum setting out its terms
must be open to inspection during the life of the indemnity and for a period of one year from the date of its termination or expiration.
Any shareholder may inspect a copy of directors’ indemnity or a memorandum setting out its terms without charge and is entitled
to request, on payment of the prescribed fee, any such copy.