Except in the case of an issue made on a pro rata basis to shareholders or a scheme referred to in Part VIII of this Chapter, no director of an issuer, or associate of the director, may participate directly or indirectly in an issue of equity securities or convertible securities unless shareholders in general meeting have approved the specific allotment. Such directors and associates must abstain from exercising any voting rights on the matter. The notice of meeting must state:
(1) the number of securities to be allotted to each director and associate;
(2) the precise terms of the issue; and
(3) that such directors and associates will abstain from exercising any voting rights on the resolution.