Article 320 — Conflict of Interest

1/ A director of a company shall avoid a situation in which he has a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the company. 2/ The prohibition under Sub-Article (1) of this Article shall apply in particular to the exploitation of any property, information or business opportunity regardless of whether the company could take advantage of the property, information or opportunity. 3/ A person who ceases to be a director continues to be subject to the duty to avoid the exploitation of any information or business opportunity of which he became aware because of his position either for his own benefit or for the benefit of third parties. 4/ The prohibition under this Article does not apply to conflict of interest arising out of employment contract with the company. 5/ A director may be exonerated from the prohibition under this Article where the matter has been authorized by the board of directors or the general meeting of shareholders pursuant to the relevant provisions of this Code.