Article 326 — Agreements Protecting Directors from Liability

1/ Any agreement or provision that purports to exempt a director of a company, to any extent, from any liability that would otherwise attach to him in connection with any negligence, breach of duty or breach of trust in relation to the company shall be of no effect. 2/ Any agreement by which a company directly or indirectly undertakes to pay or provide an indemnity, to any extent, for a director of the company against any liability attaching to him in connection with any negligence, breach of duty or breach of trust in relation to the company of which he is a director shall be of no effect. 3/ The provisions of Sub-Article (1) and (2) of this Article shall apply to any provision, whether contained in a company’s memorandum of association or in any contract with the company or other persons. 4/ Nothing in Sub-Articles (1) and (2) of this Article prevent a company from maintaining indemnity insurance for board members from liability. 5/ A company may provide funds for the legal defense of board members in an action against them by government administrative bodies, creditors or shareholders subject to refund in case they lose the case.