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Item 6.
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Indemnification of Directors and Officers.
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The Registrant’s articles of association provide that,
subject to the Companies Act 2006, every person who is or was at any time a director or other officer (excluding an auditor) of
the Registrant may be indemnified out of the assets of the Registrant against all costs, charges, expenses, losses or liabilities
incurred by him in performing his duties or the exercise of his powers or otherwise in relation to or in connection with his duties,
powers or office.
The Registrant also maintains directors and officers insurance
to insure such persons against certain liabilities.
The relevant provisions under the Companies Act 2006 are Sections
205, 206, 232, 233, 234, 235, 236, 237, 238 and 1157.
Section 205 provides that a company can provide a director with
the funds to meet expenditures incurred or to be incurred in defending certain criminal or civil proceedings or in connection with
any application under Sections 661(3) and 661(4) (acquisition of shares by innocent nominee) or Section 1157 (described below).
Such financial assistance must be repaid if the director is convicted in the proceedings, judgment is found against such director
in the proceedings or the court refuses to grant the relief on the application.
Section 206 provides that a company can provide a director with
the funds to meet expenditures incurred or to be incurred by him in defending himself in an investigation by a regulatory authority,
or against action proposed to be taken by a regulatory authority, in connection with any alleged negligence, default, breach of
duty or breach of trust by him in relation to the company or an associated company.
Section 232 provides that any provision to exempt to any extent
a director from any liability from negligence, default, breach of duty or trust by him in relation to the company is void. Any
provision by which a company directly or indirectly provides (to any extent) an indemnity for a director of the company, or of
an associated company, against any such liability is also void except as permitted by Sections 233, 234 or 235 (described below).
Section 233 permits liability insurance, commonly known as directors’
and officers’ liability insurance, to be purchased and maintained by a company for a director of the company or of an associated
company against liability for negligence, default, breach of duty or breach of trust in relation to the company.
Pursuant to Section 234, an indemnity is a qualifying third
party indemnity as long as it does not provide: (i) any indemnity against any liability incurred by the director to the company
or to any associated company; (ii) any indemnity against any liability incurred by the director to pay a fine imposed in criminal
proceedings or a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of
a regulatory nature (however arising); and (iii) any indemnity against any liability incurred by the director in defending criminal
proceedings in which he is convicted, civil proceedings brought by the company or an associated company in which judgment is given
against such director or where the court refuses to grant such director relief under an application under Sections 661(3) and 661(4)
(acquisition of shares by innocent nominee) or Section 1157 (described below).
Section 235 allows a company to provide, subject to certain
exceptions, an indemnity to a director if the company is a trustee of an occupational pension scheme, with such indemnity to protect
against liability incurred in connection with the company’s activities as trustee of the scheme.
Any indemnity provided under Section 234 or Section 235 and
in force for the benefit of one or more directors of the company or an associated company must be disclosed in the directors’
annual report in accordance with Section 236 and copies of such indemnification provisions made available for inspection in accordance
with Section 237 (and every shareholder has a right to inspect and request such copies under Section 238).
Section 1157 provides that in proceedings against an officer
of a company for negligence, default, breach of duty or breach of trust, the court may relieve such officer from liability, either
wholly or in part, if it appears to the court that such officer may be liable but acted honestly and reasonably and that having
regard to all the circumstances of the case, such officer ought fairly to be excused. Further, an officer who has reason to apprehend
that a claim of negligence, default, breach of duty or breach of trust will or might be made against him may apply to the court
for relief, and the court has the same power to relieve such officer as it would have had if it had been a court before which proceedings
had been brought.
A court has wide discretion in granting relief, and may authorize
civil proceedings to be brought in the name of the company by a shareholder on terms that the court directs. Except in these limited
circumstances, English law does not generally permit class action lawsuits by shareholders on behalf of the company or on behalf
of other shareholders. It is possible for shareholders to form a group in order to bring a claim, but this has to be on the basis
that each shareholder has expressly opted in to the group. The court may then direct that a lead claim or claims be heard to determine
issues common to the wider group.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be
reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in
the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
above shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange
Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a)
or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.