12.1 If any dispute arises out of, or in connection with, any Relevant Agreement, then no conflicted director shall (unless so authorised by the Board) have any authority to make any decision, or take any step, on behalf of the Company in relation to such dispute.
12.2 Notwithstanding Article 12.1 and subject to Article 12.3, any conflicted director shall, upon declaring or notifying his interest in the relevant matter to the Board, continue to be entitled to vote on the matter in accordance with these Articles.
12.3 A conflicted director shall not be entitled to:
12.3.1 vote against or otherwise impede the passing of a resolution to enforce the Company's rights under a Relevant Agreement or
12.3.2 vote in favour of any resolution the effect of which is:
(a) to waive any of the Company's rights under a Relevant Agreement; or
(b) to approve any amendment to a Relevant Agreement; or
(c) to approve the entry into of a new Relevant Agreement
(collectively, the "Proposal") if, in the opinion of the B Director, the Net Present Value of the projected Charitable Donations for the remainder of the PA Period after taking into account the effect of the Proposal, minus the Net Present Value of the projected Charitable Donations for the remainder of the PA Period before taking into account the effect of the Proposal, is less than zero14
at any meeting (or by written resolution). If any such director shall vote contrary to such provisions, his vote shall not be counted (a "Discounted Vote") and (a) neither his attendance nor the attendance of his alternate shall be required (notwithstanding any other provision of these Articles) for that meeting to be quorate in relation to such matter and (b) neither his signature nor that of his alternate shall be required in respect of any resolution in writing for that resolution to be valid and effectual under these Articles.
12.4 For the purposes of Articles 12.1, 12.2 and 12.3, a director will be considered to be a "conflicted director" where:
12.4.1 the director is an employee or director of, or shareholder with a controlling interest in, the counterparty to the relevant contract with the Company (the "Counterparty"), or
12.4.2 the director has been appointed as a director of the Company or Hold Co by or on the nomination of the Counterparty, or
12.4.3 the director is an employee, director, appointee of, or shareholder with a controlling interest in, a company which (a) holds a majority of voting rights in the Counterparty or (b) is subject to the majority control of the Counterparty or (c) is an Affiliate of the Counterparty.
12.5 For the avoidance of doubt, every director (whether or not a conflicted director) shall exercise his/her own discretion in determining how to cast his/her vote or votes and in doing so shall have due regard to his/her duties under the Companies Act 2006 with regard to promoting the success of the Company (in each case as read with Article 18.1) and any other applicable law.
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14 The purpose of this provision is to ensure that conflicted directors are not barred from voting except where the effect of the proposal would be to reduce donations in the future. Bidders are free to propose more restrictive voting rights for conflicted directors.