|WNS (HOLDINGS) LTD filed this Form S-8 on 10/31/2018|
The Registrants Articles of Association provide that, insofar as the Companies (Jersey) Law 1991 (the 1991 Law) allows and to the fullest extent permitted thereunder, the Registrant may indemnify any person who was or is involved in any manner (including, without limitation, as a party or witness), or is threatened to be made so involved, in any threatened, pending or completed investigation, claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (a Proceeding) (including, without limitation, any Proceeding by or in the right of the Registrant to procure a judgment in its favor, but excluding any Proceeding brought by such person against the Registrant or any affiliate of the Registrant) by reason of the fact that he is or was an officer, secretary, servant, employee or agent of the Registrant, or is or was serving at the request of the Registrant as an officer, secretary, servant, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against all expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such Proceeding.
Article 77 of the 1991 Law provides that any provision, whether contained in the articles of, or in a contract with, a company or otherwise, whereby the company or any of its subsidiaries or any other person, for some benefit conferred or detriment suffered directly or indirectly by the company, agrees to exempt any person from, or indemnify any person against, any liability which by law would otherwise attach to the person by reason of the fact that the person is or was an officer of the company shall be void, except for a provision for exempting a person from or indemnifying the person against:
The 1991 Law does not prevent a company from purchasing and maintaining for any such officer insurance against any such liability.
The Registrant maintains directors and officers insurance to protect the Registrants officers and directors from specified liabilities that may arise in the course of their service to the Registrant in those capacities.