12.3 Notwithstanding the provisions of Rule 12.1:
(a)
no such adjustment shall be made if as a result, the Participant receives a benefit that a Shareholder does
not receive; and
(b)
any determination by the Committee as to whether to make any adjustment and if so, the manner in
which such adjustment should be made, must (except in relation to a capitalisation issue) be confirmed
in writing by the Auditors (acting only as experts and not as arbitrators) to be in their opinion, fair and
reasonable.
12.4 Any increase in the issued share capital of the Company as a consequence of the delivery of Shares pursuant to
the vesting of Awards from time to time by the Company or through any other share-based incentive schemes
implemented by the Company will also not be regarded as a circumstance requiring adjustment.
12.5 Upon any adjustment required to be made pursuant to this Rule 12, the Company shall notify the Participant (or
his duly appointed personal representatives where applicable) in writing and deliver to him (or his duly appointed
personal representatives where applicable) a statement setting forth the class and/or number of Shares thereafter
to be issued pursuant to the grant of an Award. Any adjustment shall take effect upon such written notification
being given.
13.
Administration of the Scheme
13.1 The Scheme shall be administered by the Committee in its absolute discretion with such powers and duties as
are conferred on it by the Board, provided that no member of the Committee shall participate in any deliberation
or decision in respect of Awards granted or to be granted to him. The quorum for any Committee meeting shall
be three (3) directors, of which two (2) of the directors shall be independent directors.
13.2 The Committee shall have the power, from time to time, to make and vary such rules (not being inconsistent
with the Scheme) for the implementation and administration of the Scheme as they think fit including, but not
limited to:
(a)
imposing restrictions on the number of Awards that may be vested within each financial year;
(b)
amending Performance Targets in accordance with Rule 8.2, if by so doing, it would be a fairer measure
of performance for a Participant or for the Scheme as a whole.
13.3 Any decision of the Committee made pursuant to any provision of the Scheme (other than a matter to be
certified by the Auditors) shall be final and binding (including any decisions pertaining to the number of Shares
to be vested) or to disputes as to the interpretation of the Scheme or any rule, regulation, procedure thereunder
or as to any rights under the Scheme.
14.
Notices and annual report
14.1 Any notice required to be given by a Participant to the Company shall be sent or made to the registered office
of the Company or such other addresses as may be notified by the Company to him in writing.
14.2 Any notices or documents required to be given to a Participant or any correspondence to be made between the
Company and the Participant shall be given or made by the Committee (or such person(s) as it may from time to
time direct) on behalf of the Company and shall be delivered to him by hand or sent to him at his home address
according to the records of the Company or at the last known address of the Participant and if sent by post, shall
be deemed to have been given on the day following the date of posting.
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