1.2

Definition of "independent director"

(xii)

Mr X will receive remuneration from the listed issuer for services rendered to the listed issuer as a director. Would Mr X be disqualified from being an independent director pursuant to paragraph (g) of the said definition, for receiving remuneration from the listed issuer, particularly if the remuneration exceeds the said Threshold?

No, the receipt of remuneration for services rendered to the listed issuer as a director would not constitute a "transaction" for the purposes of paragraph (g) of the said definition.