KEplc articles of association - page 44

39
(b)
by notice to the directors which is either:
(i)
notice of that director's interest in relation to a specific matter or entity; or
(ii)
general notice of that director's interest, whereby the director is to be
regarded as interested in that matter or entity from the date of the giving
of the notice.
(2)
If a declaration of interest proves to be, or becomes, inaccurate or incomplete, a further
declaration must be made.
(3)
Any declaration of interest required by article
must be made as soon as is reasonably
practicable. Failure to comply with this requirement does not affect the underlying duty to
make the declaration of interest.
(4)
Any declaration of interest required by article
must be made before the Company
enters into the transaction or arrangement.
(5)
Any declaration of interest required by article
must be made as soon as is reasonably
practicable. Failure to comply with this requirement does not affect the underlying duty to
make the declaration of interest.
(6)
A declaration in relation to an interest of which the director is not aware, or where the
director is not aware of the transaction or arrangement in question, is not required. For
this purpose, a director is treated as being aware of matters of which he ought reasonably
to be aware.
(7)
Subject to the Statues, a director need not declare an interest:
(a)
if it cannot reasonably be regarded as likely to give rise to a conflict of interest;
(b)
if, or to the extent that, the other directors are already aware of it (and for this
purpose the other directors are treated as aware of anything of which they ought
reasonably to be aware) unless a declaration is required by Law; or
(c)
if, or to the extent that, it concerns terms of his service contract that have been or
are to be considered:
(i)
by a meeting of the directors; or
(ii)
by a committee of the directors appointed for the purpose under the
articles.
82.
Directors' interests and voting
(1)
Subject to the Law and to declaring his interest in accordance with article
or
(as
the case may be) a director may:
(a)
enter into or be interested in any transaction or arrangement with the Company,
either with regard to his tenure of any office or position in the management,
administration or conduct of the business of the Company or as vendor, purchaser
or otherwise;
(b)
hold any other office or place of profit with the Company (except that of auditor) in
conjunction with his office of director for such period (subject to the Statutes) and
upon such terms as the board may decide and be paid such extra remuneration for
so doing (whether by way of salary, commission, participation in profits or
otherwise) as the board may decide, either in addition to or in lieu of any
remuneration under any other provision of these articles;
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