CONTENTS
ARTICLEPAGE

PRELIMINARY ...................................................................................................................... 1
1.
Exclusion of Model Articles and Table A ....................................................................... 1
2.
Definitions and Interpretation .................................................................................... 1
SHARES ............................................................................................................................. 3
3.
Rights attaching to shares ......................................................................................... 3
4.
Redemption of shares ............................................................................................... 3
5.
Purchase of shares ................................................................................................... 3
6.
Financial assistance .................................................................................................. 3
7.
Allotment at a discount ............................................................................................. 4
8.
Payment of commission and brokerage ....................................................................... 4
9.
Allotment of shares .................................................................................................. 4
10.
Recognition of trusts ................................................................................................ 4
SHARE CERTIFICATES .......................................................................................................... 4
11.
Uncertificated shares ................................................................................................ 4
12.
Share certificates and right to share certificates ........................................................... 5
13.
Share certificate of joint holders ................................................................................ 5
14.
Replacement of share certificates ............................................................................... 5
15.
Payment for share certificates ................................................................................... 6
VARIATION OF RIGHTS ......................................................................................................... 6
16.
Variation of class rights ............................................................................................ 6
17.
Separate general meetings ....................................................................................... 6
18.
Issues of further shares ............................................................................................ 6
CALLS ON SHARES ............................................................................................................... 6
19.
Calls ....................................................................................................................... 6
20.
Timing and payment of calls ...................................................................................... 7
21.
Liability of joint holders ............................................................................................ 7
22.
Interest due on non-payment of calls ......................................................................... 723.
Deemed calls ........................................................................................................... 7
24.
Power to differentiate between holders ....................................................................... 7
25.
Payment of calls in advance ...................................................................................... 7
FORFEITURE AND LIEN ......................................................................................................... 7
26.
Notice if call or instalment not paid ............................................................................ 7
27.
Form of notice ......................................................................................................... 828.
Forfeiture for non-compliance .................................................................................... 829.
Notice after forfeiture ............................................................................................... 830.
Disposal of forfeited shares ....................................................................................... 8
31.
Annulment of forfeiture............................................................................................. 832.
Continuing liability ................................................................................................... 833.
Lien on partly-paid shares ......................................................................................... 934.
Enforcement of lien by sale ....................................................................................... 935.
Application of sale proceeds ...................................................................................... 936.
Statutory declaration ................................................................................................ 9
TRANSFER OF SHARES ......................................................................................................... 937.
Transfers of uncertificated shares .............................................................................. 938.
Form of transfer .................................................................................................... 10
39.
Right to decline registration .................................................................................... 10
40.
Further rights to decline registration......................................................................... 10
41.
Notice of refusal to register ..................................................................................... 1042.
Retention of instruments of transfer ......................................................................... 1043.
No fee for registration ............................................................................................ 10
44.
Destruction of documents ....................................................................................... 11
TRANSMISSION OF SHARES ................................................................................................ 1145.
Transmission on death............................................................................................ 1146.
Person entitled by transmission ............................................................................... 12

47.
Restrictions on election ........................................................................................... 1248.
Rights of persons entitled by transmission ................................................................ 12
UNTRACED SHAREHOLDERS ................................................................................................ 1249.
Power to sell shares ............................................................................................... 1250.
Power to sell further shares ..................................................................................... 13
51.
Authority to effect sale ........................................................................................... 1352.
No trust ................................................................................................................ 13
53.
Authority to cease payments ................................................................................... 13
ALTERATION OF CAPITAL .................................................................................................... 14
54.
Consolidation and sub-division................................................................................. 14
55.
Fractions of shares ................................................................................................. 14
56.
Reduction of share capital ....................................................................................... 14
GENERAL MEETINGS .......................................................................................................... 14
57.
Annual general meeting .......................................................................................... 1458.
Convening of general meetings ................................................................................ 15
59.
No quorum ............................................................................................................ 15
NOTICE OF GENERAL MEETINGS .......................................................................................... 15
60.
Length and form of notice ....................................................................................... 1561.
Short notice .......................................................................................................... 15
62.
Omission or non-receipt of notice of resolution or meeting or proxy ............................. 16
63.
Postponement of general meetings .......................................................................... 16
PROCEEDINGS AT GENERAL MEETINGS ................................................................................ 16
64.
Quorum ................................................................................................................ 16
65.
Procedure if quorum not present .............................................................................. 16
66.
Arrangements for simultaneous attendance, security and orderly conduct ..................... 17
67.
Chairman of general meetings and casting vote ......................................................... 18
68.
Adjournments........................................................................................................ 19
69.
Entitlement to attend and speak .............................................................................. 19
70.
Amendments to resolutions ..................................................................................... 19
71.
Method of voting and demand for a poll .................................................................... 20
72.
Timing and procedure for a poll ............................................................................... 20
VOTES OF MEMBERS .......................................................................................................... 20
73.
Votes of Members and of joint holders ...................................................................... 20
74.
Voting on behalf of incapable Member ...................................................................... 2175.
Suspension of rights for non-payment of calls and non-disclosure of interests ............... 21
76.
Objections to and errors in voting ............................................................................ 23
77.
Voting on a poll ..................................................................................................... 23
78.
Execution of proxies ............................................................................................... 23
79.
Appointment of proxies ........................................................................................... 24
80.
Delivery of proxies ................................................................................................. 24
81.
Validity of proxies .................................................................................................. 25
82.
Authority of proxies to call for a poll ......................................................................... 25
83.
Cancellation of proxy's authority .............................................................................. 25
84.
Corporate representatives ....................................................................................... 2585.
Powers of corporate representatives ......................................................................... 25
DIRECTORS ....................................................................................................................... 25
86.
Number of Directors ............................................................................................... 25
87.
Directors' shareholding qualification ......................................................................... 26
88.
Age of Directors ..................................................................................................... 26
89.
Other interests of Directors ..................................................................................... 26
90.
Directors' fees ....................................................................................................... 26
91.
Directors expenses ................................................................................................. 26
92.
Additional remuneration.......................................................................................... 26
ALTERNATE DIRECTORS ..................................................................................................... 27
93.
Alternate Directors ................................................................................................. 27
BORROWING POWERS ........................................................................................................ 27
94.
Directors' borrowing powers and restrictions on borrowing .......................................... 27
95.
Interpretation ........................................................................................................ 28

POWERS AND DUTIES OF DIRECTORS .................................................................................. 31
96.
Powers of Company vested in the Directors ............................................................... 31
97.
Pensions, insurance and gratuities for Directors and others ......................................... 31
98.
Local boards .......................................................................................................... 32
99.
Attorneys .............................................................................................................. 32
100.
Official seal ........................................................................................................... 32
101.
Overseas branch register ........................................................................................ 33
102.
Directors' permitted interests and entitlement to vote ................................................ 33
103.
Exercise of Company's voting powers ....................................................................... 36
104.
Signing of cheques etc............................................................................................ 36
105.
Minutes ................................................................................................................ 36
DISQUALIFICATION OF DIRECTORS ..................................................................................... 36
106.
Vacation of a Director's office .................................................................................. 36
RETIREMENT AND SUBMISSION FOR RE-ELECTION OF DIRECTORS ......................................... 37
107.
Regular submission of Directors for re-election .......................................................... 37
108.
Appointment of Directors by separate resolution ........................................................ 37
109.
Persons eligible for appointment .............................................................................. 37
110.
Casual vacancies and additional Directors - powers of Company .................................. 37
111.
Casual vacancies and additional Directors - powers of Directors ................................... 38
112.
Power of removal by ordinary resolution ................................................................... 38
113.
Appointment of replacement Director ....................................................................... 38
PROCEEDINGS OF DIRECTORS ............................................................................................ 38
114.
Board meetings and participation ............................................................................. 38
115.
Quorum at board meetings ..................................................................................... 38
116.
Voting at board meetings ........................................................................................ 38
117.
Notice of board meetings ........................................................................................ 38
118.
Directors below minimum ....................................................................................... 39
119.
Appointment of chairman and deputy chairman of meetings ........................................ 39
120.
Delegation of Directors' powers to committees and otherwise ...................................... 39
121.
Validity of Directors' acts ........................................................................................ 39
122.
Written resolution of Directors ................................................................................. 40
MANAGING AND EXECUTIVE DIRECTORS .............................................................................. 40
123.
Appointment of executive Directors .......................................................................... 40
124.
Remuneration of executive Directors ........................................................................ 40125.
Powers of executive Directors .................................................................................. 40
SECRETARY ....................................................................................................................... 41
126.
Appointment and removal of Secretary ..................................................................... 41
THE SEAL .......................................................................................................................... 41
127.
Use of Seal ........................................................................................................... 41
RESERVE .......................................................................................................................... 41
128.
Establishment of reserve......................................................................................... 41
DIVIDENDS ....................................................................................................................... 41
129.
Declarations of dividends by Company ...................................................................... 41
130.
Payment of interim and fixed dividends by Directors .................................................. 41
131.
Restrictions on dividends and currency of dividends ................................................... 42132.
Calculation of dividends .......................................................................................... 42
133.
Deductions of amounts due on shares and waiver of dividends .................................... 42
134.
Dividends other than in cash ................................................................................... 42
135.
Payment procedure ................................................................................................ 42
136.
Interest ................................................................................................................ 44
137.
Forfeiture of dividends ............................................................................................ 44
CAPITALISATION OF PROFITS AND SCRIP DIVIDENDS ........................................................... 44138.
Power to capitalise ................................................................................................. 44
139.
Authority required .................................................................................................. 45
140.
Provision for fractions etc. ....................................................................................... 45
ACCOUNTING RECORDS ..................................................................................................... 45
141.
Accounting records to be kept ................................................................................. 45
142.
Location of accounting records................................................................................. 45

143.
Inspection of accounting records .............................................................................. 45
144.
Power to extend inspection to Members .................................................................... 45
145.
Limit on Members' right to inspect ........................................................................... 45
AUDIT ........................................................................................................................... 46
146.
Appointment of Auditors ......................................................................................... 46
NOTICES........................................................................................................................... 46
147.
Service of notice and curtailment of postal service ..................................................... 46
148.
Members resident abroad........................................................................................ 47
149.
Notice deemed served ............................................................................................ 47
150.
Notice to joint holders ............................................................................................ 47
151.
Service of notice on persons entitled by transmission ................................................. 47
ELECTRONIC COMMUNICATION ........................................................................................... 48
152.
Electronic Communication ....................................................................................... 48
PROVISION FOR EMPLOYEES ............................................................................................... 48
153.
Provision for employees .......................................................................................... 48
WINDING UP ..................................................................................................................... 48
154.
Distribution of assets .............................................................................................. 48
INDEMNITY ....................................................................................................................... 49
155.
Indemnity of directors ............................................................................................ 49
156.
Funding of expenditure ........................................................................................... 49
157.
Limited liability ...................................................................................................... 49
CHANGE OF NAME.............................................................................................................. 49
158.
Change of Name .................................................................................................... 49
SECRECY .......................................................................................................................... 49
159.
Secrecy ................................................................................................................ 49

Company Number 775598

Articles of Association of
Oxford Instruments plc
Public Company Limited by Shares(Adopted by special resolution on 8th September 2020)

PRELIMINARY
1.

Exclusion of Model Articles and Table A
The regulations contained in Model Articles of Association applicable to the Company underor pursuant to the 2006 Act, or in Table A in the schedule to The Companies (Tables A toF) Regulations 1985 and in any Table A applicable to the Company, under any former
enactment relating to companies shall not apply to the Company except in so far as they
are repeated or contained in these Articles.

2.

Definitions and Interpretation

2.1

In these Articles, unless the context otherwise requires:"the 2006 Act" means the Companies Act 2006;"address" shall, in any case where electronic form is permitted by or pursuant to these
Articles or the 2006 Act, include a number or address used for the purpose of sending or
receiving notices, documents or information by electronic means but, in any other case,shall not include any number or address used for such purpose;"Articles" means these articles of association as altered from time to time;"Auditors" means the auditors for the time being of the Company;"clear days' notice" means that the notice shall be exclusive of the day on which it isserved or deemed to be served and of the day for which it is given or on which it is to takeeffect;1
EUS\361830097.02

"Directors" means the directors for the time being of the Company, or, as the case may
be, the board of directors for the time being of the Company or the persons present at aduly convened meeting of the board of directors or any duly authorised committee thereof
at which a quorum is present;"dividend" includes bonus;"electronic form" and "electronic means" shall, where the context so admits, have thesame meaning as in the 2006 Act;
"London Stock Exchange" means London Stock Exchange plc;
"Member" means a member of the Company;"month" means calendar month;"Office" means the registered office for the time being of the Company;"paid up" includes credited as paid up;"properly authenticated dematerialised instruction" shall have the same meaning as
in the Regulations;"Register" means the register of members of the Company required to be kept by the
Statutes;"Regulations" means the Uncertificated Securities Regulations 2001;"relevant system" shall have the same meaning as in the Regulations;"Seal" means the common seal of the Company or any official or securities seal that theCompany may have or be permitted to have under the Statutes;"Secretary" includes a joint, deputy or assistant secretary, and any person appointed by
the Directors to perform the duties of the secretary of the Company;"Statutes" means the Companies Acts as defined by section 2 of the 2006 Act, and includes
the Regulations, and every other statute or subordinate legislation for the time being inforce concerning companies and affecting the Company;"treasury shares" means qualifying shares (within the meaning of section 724(2) of the2006 Act) held by the Company under section 724(3)(a) of the 2006 Act;
"United Kingdom" means Great Britain and Northern Ireland; and"in writing" and "written" includes printing, lithography, typewriting, photography andother modes of representing or reproducing words in visible form, whether sent or suppliedin electronic form, made available on a website or otherwise.
2.2

Nothing in these Articles shall preclude the holding and conducting of a meeting in such a
way that persons who are not present together at the same place may by electronic means
attend and speak and vote at it.

2.3

References to "electronic facility" mean a device, system, procedure, method or facility(including without limitation conference call systems, website addresses and application
software) providing an electronic means of attendance at or participation in (or both
attendance at and participation in) a general meeting determined by the Directors pursuant
to Article 66.4.
2

EUS\361830097.02

2.4

References to a "meeting" mean a meeting convened and held in any manner permitted
by these Articles, including without limitation a general meeting of the Company at whichsome or all persons entitled to be present attend and participate by means of electronic
facility or facilities, and such persons shall be deemed to be present at that meeting for all
purposes of the 2006 Act and these Articles and "attend" and "participate", "attending" and"participating" and "attendance" and "participation" shall be construed accordingly.

2.5

Words importing the singular number only shall include the plural, and vice versa.

2.6

Words importing the masculine gender only shall include the feminine gender.

2.7

Words importing individuals and words importing persons shall include bodies corporate andunincorporated associations.

2.8

Any reference herein to the provisions of any statute or of any subordinate legislation shall
include any amendment or re-enactment (with or without amendment) thereof for the time
being in force.

2.9

Subject as aforesaid, and unless the context otherwise requires, words and expressions
defined in the Statutes, or the Regulations, shall bear the same meanings in these Articles.

2.10

A special resolution shall be effective for any purpose for which an ordinary resolution isexpressed to be required under any provision of these Articles.

2.11

References herein to a share being in uncertificated form are references to that share being
an uncertificated unit of a security.

2.12

Headings to these Articles are for convenience only and shall not affect construction.
SHARES

3.

Rights attaching to shares
Without prejudice to any special rights previously conferred on the holders of any existing
shares or class of shares, any share in the Company may be issued with such rights(including preferred, deferred or other special rights) or such restrictions, whether in regard
to dividend, voting, return of capital or otherwise as the Company may from time to timeby ordinary resolution determine (or, in the absence of any such determination, as the
Directors may determine).

4.

Redemption of shares
Subject to the provisions of the Statutes, any shares may be issued which are to beredeemed or are liable to be redeemed at the option of the Company or the shareholder.
The terms and conditions and manner of redemption may be determined by the Directors
provided that this is done before the shares are allotted.

5.

Purchase of shares
Subject to the provisions of the Statutes, the Company may purchase any of its own shares(including any redeemable shares).

6.

Financial assistance
The Company shall not give any financial assistance for the acquisition of shares in the
Company except and in so far as permitted by the Statutes.

3
EUS\361830097.02

7.

Allotment at a discount
The shares of the Company shall not be allotted at a discount and save as permitted by the
Statutes shall not be allotted except as paid up at least as to one-quarter of their nominal
value and the whole of any premium thereon.

8.

Payment of commission and brokerage
The Company may exercise the powers of paying commissions conferred by the Statutes tothe full extent thereby permitted. Such commission may be satisfied by the payment ofcash or the allotment of fully or partly paid shares or partly in one way and partly in theother. The Company may also on any issue of shares pay such brokerage as may be lawful.

9.

Allotment of shares
Save as otherwise provided in the Statutes or in these Articles, the Directors may allot (withor without conferring a right of renunciation), grant options over, offer or otherwise deal
with or dispose of shares in the Company to such persons at such times and generally onsuch terms and conditions as they may determine. The Directors may at any time after the
allotment of any share but before any person has been entered in the Register as the holder,
recognise a renunciation thereof by the allottee in favour of some other person and may
accord to any allottee of a share a right to effect such renunciation upon and subject tosuch terms and conditions as the Directors may think fit to impose.

10.

Recognition of trusts
Except as required by law or pursuant to the provisions of these Articles, no person shall berecognised by the Company as holding any share upon any trust, and (except only as bythese Articles or by law otherwise provided or under an order of a court of competentjurisdiction) the Company shall not be bound by or be compelled in any way to recognise(even when having notice thereof) any equitable, contingent, future or partial interest in
any share or any interest in any fractional part of a share or any other rights in respect ofany share except an absolute right to the entirety thereof in the registered holder.
SHARE CERTIFICATES

11.

Uncertificated shares

11.1

Unless otherwise determined by the Directors and permitted by the Regulations, no person
shall be entitled to receive a certificate in respect of any share for so long as the title tothat share is evidenced otherwise than by a certificate and for so long as transfers of thatshare may be made otherwise than by a written instrument by virtue of the Regulations.
Notwithstanding any provisions of these Articles, the Directors shall have power toimplement any arrangements they may, in their absolute discretion, think fit in relation to
the evidencing of title to and transfer of an uncertificated share (subject always to theRegulations and the facilities and requirements of the relevant system concerned). No
provision of these Articles shall apply or have effect to the extent that it is in any respectinconsistent with the holding of shares in uncertificated form.

11.2

Conversion of a certificated share into an uncertificated share, and vice versa, may be madein such manner as the Directors may, in their absolute discretion, think fit (subject always
to the Regulations and the facilities and requirements of the relevant system concerned).

11.3

The Company shall enter on the Register how many shares are held by each Member in
uncertificated form and in certificated form and shall maintain the Register in each case as
required by the Regulations and the relevant system concerned. Unless the Directors
otherwise determine, holdings of the same holder or joint holders in certificated form anduncertificated form shall be treated as separate holdings.
4

EUS\361830097.02

11.4

A class of share shall not be treated as two classes by virtue only of that class comprisingboth certificated shares and uncertificated shares or as a result of any provision of these
Articles or the Regulations which applies only in respect of certificated or uncertificatedshares.

11.5

The Company shall be entitled, in accordance with regulation 32(2)(c) of the Regulations,
to require the conversion of an uncertificated share into certificated form to enable it to deal
with that share in accordance with any provision in these Articles, including in particular,
Articles 49 to 51, 55 and 75.

11.6

The provisions of Articles 12 to 15 inclusive shall not apply to uncertificated shares.

12.

Share certificates and right to share certificates

12.1

Every share certificate shall be executed under a seal or in such other manner as the
Directors may authorise, and shall specify the number and class and the distinguishingnumber (if any) of the shares to which it relates and the amount paid up thereon. No
certificate shall be issued relating to shares of more than one class. The Directors may by
resolution decide, either generally or in any particular case or cases, that any signatures onany share certificates need not be autographic but may be applied to the certificates bysome mechanical or electronic or other means or may be printed on them or that thecertificates need not be signed by any person.

12.2

Subject to Article 11, every person (other than a recognised clearing house (within themeaning of the Financial Services and Markets Act 2000) or a nominee of a recognised
clearing house or of a recognised investment exchange (within the meaning of the Financial
Services and Markets Act 2000) in respect of whom the Company is not by law required tocomplete and have ready for delivery a certificate) upon becoming the holder of acertificated share and whose name is entered as a Member on the Register shall be entitledwithout payment to receive within two months after allotment or lodgement of transfer (orwithin such other period as the conditions of issue shall provide) one certificate for all thecertificated shares registered in his name or, in the case of shares of more than one classbeing registered in his name, a separate certificate for each class of certificated share so
registered, and where a Member (except such a clearing house or nominee) transfers partof the shares of any class registered in his name he shall be entitled without payment to
one certificate for the balance of certificated shares of that class retained by him. If a
Member shall require additional certificates he shall pay for each additional certificate suchreasonable sum (if any) as the Directors may determine.

13.

Share certificate of joint holders
In respect of certificated shares of one class held jointly by more than one person the
Company shall not be bound to issue more than one certificate, and delivery of a certificate
for such shares to one of the joint holders of such shares shall be sufficient delivery to allsuch holders.

14.

Replacement of share certificates
If any certificate be defaced then upon delivery thereof to the Directors they may order thesame to be cancelled and may issue a new certificate in lieu thereof; and if any certificate
be worn out, lost or destroyed, then upon proof thereof to the satisfaction of the Directors
and on such indemnity with or without security as the Directors deem adequate being given,a new certificate in lieu thereof shall be given to the party entitled to such worn out, lost or
destroyed certificate.

5
EUS\361830097.02

15.

Payment for share certificates
Every certificate issued under the last preceding Article shall be issued without payment,
but there shall be paid to the Company such exceptional out-of-pocket expenses of theCompany in connection with the request (including, without limiting the generality of theforegoing, the investigation of such request and the preparation and execution of any suchindemnity or security) as the Directors think fit.
VARIATION OF RIGHTS

16.

Variation of class rights
The rights attached to any class of shares or any of such rights may, subject to theprovisions of the Statutes, whether or not the Company is being wound up, be abrogatedor varied with the consent in writing of the holders of at least three-quarters in nominal
value of the issued shares of that class (excluding any shares of that class held as treasury
shares), or with the sanction of a special resolution passed at a separate general meetingof the holders of the shares of that class.

17.

Separate general meetings
To every such separate general meeting the provisions of chapter 3 of part 13 of the2006 Act (save as stated in section 334(2) to (3)) and the provisions of these Articles
relating to general meetings shall, mutatis mutandis, so far as applicable apply, subject tothe following provisions, namely:(a)the necessary quorum at any such meeting, other than an adjourned meeting, shallbe two persons present holding at least one-third in nominal value of the issued
shares of the class in question (excluding any shares of that class held as treasury
shares) and at an adjourned meeting one person present holding shares of the classin question; and(b)

any holder of shares of the class in question present in person or by proxy may
demand a poll.

For the purposes of this Article 17, where a person is present by proxy or proxies, he istreated as holding only the shares in respect of which those proxies are authorised toexercise voting rights.
18.

Issues of further shares
The rights attached to any class of shares shall, unless otherwise expressly provided by theterms of issue of the shares of that class or by the terms upon which such shares are forthe time being held, be deemed not to be abrogated or varied by the creation or issue offurther shares ranking pari passu therewith.
CALLS ON SHARES

19.

Calls
The Directors may, subject to the terms of allotment thereof, from time to time make suchcalls upon the Members as they think fit in respect of any monies unpaid on their shares(whether on account of the nominal value of the shares or by way of premium) and each
Member shall (subject to the Company serving on him at least 14 days' notice specifying
the time or times and place of payment) pay to the Company at the time or times and placeso specified the amount called on his shares. A call may be revoked or postponed, in whole
or in part, as the Directors may determine. A person upon whom a call is made shall remain
6

EUS\361830097.02

liable for all calls made upon him notwithstanding the subsequent transfer of the shares inrespect of which the call was made.
20.

Timing and payment of calls
A call shall be deemed to have been made at the time when the resolution of the Directors
authorising the call was passed and may be required to be paid by instalments.

21.

Liability of joint holders
The joint holders of a share shall be jointly and severally liable to pay all calls in respect
thereof.

22.

Interest due on non-payment of calls
If a sum payable in respect of any call or instalment is not paid on or before the day
appointed for payment thereof, the person from whom it is due shall pay interest on thesum at such rate, not exceeding 15 per cent per annum, as the Directors may determine
from the day appointed for the payment thereof until the actual payment thereof, and all
expenses that may have been incurred by the Company by reason of such non-payment;
but the Directors may, if they shall think fit, waive the payment of such interest andexpenses or any part thereof.

23.

Deemed calls
Any sum which by the terms of issue of a share becomes payable on allotment or at any
fixed date, whether on account of the nominal value of the share or by way of premium,shall for the purposes of these Articles be deemed to be a call duly made and payable on
the date on which by the terms of issue the same becomes payable, and in case of nonpayment all the relevant provisions of these Articles as to payment of interest and expenses,
forfeiture or otherwise shall apply as if such sum had become payable by virtue of a callduly made and notified.

24.

Power to differentiate between holders
The Directors may, on the issue of shares, differentiate between the holders of such sharesas regards the amounts of calls to be paid and the times of payment of such calls.

25.

Payment of calls in advance
The Directors may, if they think fit, receive from any Member willing to advance the same
all or any part of the monies, whether on account of the nominal value of the shares or by
way of premium, uncalled and unpaid upon any shares held by him; and upon all or any ofthe monies so paid in advance the Directors may (until the same would, but for such
advance, become presently payable) pay interest at such rate not exceeding (unless theCompany in general meeting shall otherwise direct) 12 per cent per annum, as may be
agreed upon between the Directors and the Member paying such monies in advance.
FORFEITURE AND LIEN

26.

Notice if call or instalment not paid
If any Member fails to pay any call or instalment in full on or before the day appointed for
payment thereof, the Directors may, at any time thereafter, serve a notice on him requiring
him to pay so much of the call or instalment as is unpaid, together with any interest which
may have accrued and any expenses incurred by the Company by reason of such nonpayment.
7

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27.

Form of notice
The notice shall name a further day (not earlier than the expiration of 14 days from thedate of service of the notice) on or before which, and the place where, such call or instalment
and such interest and expenses as aforesaid are to be paid. The notice shall also state thatin the event of non-payment at or before the time and at the place appointed, the sharesin respect of which such call or instalment is payable will be liable to be forfeited.

28.

Forfeiture for non-compliance
If the requirements of any such notice as aforesaid are not complied with, any share in
respect of which such notice has been given may at any time after the day specified in such
notice, before the payment required by the notice has been made, be forfeited by aresolution of the Directors to that effect. Such forfeiture shall extend to all dividends
declared and other monies payable in respect of the shares so forfeited and not actually
paid before such forfeiture. Forfeiture shall be deemed to occur at the time of the passingof the said resolution of the Directors. The Directors may accept a surrender of any share
liable to be forfeited hereunder upon such terms and conditions as they think fit.

29.

Notice after forfeiture
When any share has been forfeited notice of the forfeiture shall be served upon the person
who was before forfeiture the holder of the share, or any person entitled to the share bytransmission, and an entry of the forfeiture or surrender, with the date thereof, shallforthwith be made in the Register, but no forfeiture or surrender shall be invalidated by any
failure to give such notice or make such entry as aforesaid.

30.

Disposal of forfeited shares
A share so forfeited or surrendered shall be deemed to be the property of the Company,and may be sold, re-allotted or otherwise disposed of either to the person who was, before
forfeiture, the holder or to any other person in such manner, either subject to or discharged
from all calls made or instalments due prior to the forfeiture or surrender, as the Directors
think fit, provided that the Company shall not exercise any voting rights in respect of suchshare and any such share not disposed of in accordance with the foregoing within a periodof three years from the date of its forfeiture or surrender shall thereupon be cancelled inaccordance with the provisions of the Statutes. For the purpose of giving effect to any such
sale or other disposition the Directors may authorise some person to transfer the share sosold or otherwise disposed of to, or in accordance with the directions of, the buyer thereofor other person becoming entitled thereto.

31.

Annulment of forfeiture
The Directors may, at any time before any share so forfeited or surrendered shall have beencancelled or sold, re-allotted or otherwise disposed of, annul the forfeiture or surrender
upon such terms as they think fit.

32.

Continuing liability
Any person whose shares have been forfeited or surrendered shall cease to be a Member inrespect of those shares and shall surrender to the Company for cancellation the certificate
for the forfeited or surrendered shares, but shall, notwithstanding such forfeiture or
surrender, remain liable to pay to the Company all monies which, at the date of theforfeiture or surrender, were payable by him to the Company in respect of the shares,
together with interest thereon at such rate, not exceeding 15 per cent per annum, as the
Directors may determine from the time of forfeiture or surrender until the time of payment,
but his liability shall cease if and when the Company shall have received payment in full of
all such monies in respect of the shares, together with interest as aforesaid. The Directors
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may, if they shall think fit, waive the payment of such interest or any part thereof. The
Company may enforce payment of such monies without being under any obligation to makeany allowance for the value of the shares forfeited or surrendered or for any consideration
received on their disposal.
33.

Lien on partly-paid shares
The Company shall have a first and paramount lien on every share (not being a fully-paid
share) for all monies (whether presently payable or not) called or payable at a fixed time inrespect of such share; but the Directors may at any time waive any lien which has arisen
and may declare any share to be wholly or in part exempt from the provisions of this Article.
The Company's lien, if any, on a share shall extend to all amounts payable in respect of it.

34.

Enforcement of lien by sale
The Company may sell, in such manner as the Directors think fit, any share on which theCompany has a lien, but no sale shall be made unless a sum in respect of which the lien
exists is presently payable, nor until the expiration of 14 days after a notice in writing (i)stating, and demanding payment of, the sum presently payable, and (ii) giving notice ofintention to sell in default of such payment, has been given to the registered holder for thetime being of the share, or the person entitled thereto by reason of his death or bankruptcy
or otherwise by operation of law.

35.

Application of sale proceeds
The net proceeds of such sale, after payment of the costs thereof, shall be applied in or
towards satisfaction of such part of the amount in respect of which the lien exists as ispresently payable. The residue, if any, shall (subject to a like lien for sums not presently
payable as existed upon the shares before the sale) be paid to the person entitled to theshares at the date of sale. For giving effect to any such sale the Directors may authorisesome person to transfer the shares sold to, or in accordance with the directions of, thebuyer.

36.

Statutory declaration
A statutory declaration in writing that the declarant is a Director or the Secretary of theCompany, and that a share has been duly forfeited or surrendered or sold to satisfy a lienof the Company on a date stated in the declaration, shall be conclusive evidence of the facts
stated therein against all persons claiming to be entitled to the share. Such declaration andthe receipt of the Company for the consideration (if any) given for the share on the sale,
re-allotment or disposal thereof, together with, in the case of certificated shares, the sharecertificate delivered to a buyer or allottee thereof, shall (subject to the execution of atransfer if the same be required) constitute a good title to the share and the person towhom the share is sold, re-allotted or disposed of shall be registered as the holder of theshare and shall not be bound to see to the application of the purchase money (if any) nor
shall his title to the share be affected by any irregularity or invalidity in the proceedings
relating to the forfeiture, surrender, sale, re-allotment or disposal of the share.
TRANSFER OF SHARES

37.

Transfers of uncertificated shares
All transfers of uncertificated shares shall be made in accordance with and be subject to theprovisions of the Regulations and the facilities and requirements of the relevant system and,subject thereto, in accordance with any arrangements made by the Directors pursuant to
Article 11.1.

9
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38.

Form of transfer

38.1

All transfers of certificated shares shall be effected by instrument in writing in any usual orcommon form or any other form which the Directors may approve.

38.2

The instrument of transfer of any certificated share in the Company shall be signed by oron behalf of the transferor (and, in the case of a share which is not fully paid, shall also be
signed by or on behalf of the transferee). In relation to the transfer of any share (whethera certificated or an uncertificated share) the transferor shall be deemed to remain the holderof the share until the name of the transferee is entered in the Register in respect thereof.

39.

Right to decline registration
Subject to Article 75, the Directors may, in their absolute discretion, refuse to register any
transfer of any share which is not a fully-paid share (whether certificated or uncertificated)
provided that, where any such shares are admitted to the Official List of the Financial
Conduct Authority or admitted to AIM such discretion may not be exercised in a way which
the Financial Conduct Authority or the London Stock Exchange regards as preventing
dealings in the shares of the relevant class or classes from taking place on an open andproper basis. The Directors may likewise refuse to register any transfer of a share (whether
certificated or uncertificated), whether fully-paid or not, in favour of more than four persons
jointly.

40.

Further rights to decline registration
In relation to a certificated share, the Directors may decline to recognise any instrument oftransfer unless:40.1

the instrument of transfer is left at the Office, or at such other place as the Directors mayfrom time to time determine, accompanied by the certificate(s) of the shares to which it
relates and such other evidence as the Directors may reasonably require to show the rightof the transferor to make the transfer (and, if the instrument of transfer is executed bysome other person on his behalf, the authority of that person so to do); and40.2

the instrument of transfer is in respect of only one class of share.

41.

Notice of refusal to register
If the Directors refuse to register a transfer they shall, in the case of certificated shares,
within two months after the date on which the transfer was lodged with the Company, send
to the transferee notice of the refusal and (except in the case of fraud) return to him the
instrument of transfer or, in the case of uncertificated shares, notify such person as may
be required by the Regulations and the requirements of the relevant system concerned.

42.

Retention of instruments of transfer
All instruments of transfer which are registered may be retained by the Company.

43.

No fee for registration
No fee shall be charged by the Company on the registration of any instrument of transfer,probate, letters of administration, certificate of death or marriage, power of attorney,
renunciation of a renounceable letter of allotment, stop notice or other document or
instruction relating to or affecting the title to any shares or otherwise for making any entry
in the Register affecting the title to any shares.

10
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44.

Destruction of documents
The Company shall be entitled to destroy:

44.1

any instrument of transfer (which phrase, together with references to documents, shall forthe purposes of this Article 44 include electronically generated or stored communications inrelation to the transfer of uncertificated shares and any electronic or tangible copies of thesame) or other document which has been registered, or on the basis of which registration
was made, at any time after the expiration of six years from the date of registration thereof;

44.2

any dividend mandate or any variation or cancellation thereof or any notification of changeof address (which shall include, in relation to communications in electronic form, any
number or address used for the purposes of such communications), at any time after the
expiration of two years from the date of recording thereof;

44.3

any share certificate which has been cancelled, at any time after the expiration of one year
from the date of such cancellation; and44.4

any proxy form, after one year from the date it was used if it was used for a poll, or after
one month from the end of the meeting to which it relates if it was not used for a poll;
and it shall conclusively be presumed in favour of the Company that every entry in theRegister purporting to have been made on the basis of an instrument of transfer or otherdocument so destroyed was duly and properly made, that every instrument of transfer so
destroyed was a valid and effective instrument duly and properly registered, that every
share certificate so destroyed was a valid certificate duly and properly cancelled and thatevery other document destroyed hereunder was a valid and effective document inaccordance with the recorded particulars thereof in the books or records of the Company,
provided always that:(a)the provisions aforesaid shall apply only to the destruction of a document in goodfaith and without express notice to the Company that the preservation of such
document was relevant to any claim (regardless of the parties thereto);(b)

nothing contained in this Article shall be construed as imposing upon the Company
any liability in respect of the destruction of any such document earlier than as
aforesaid or in any case where the conditions of proviso (a) above are not fulfilled;(c)references in this Article to instruments of transfer shall include, in relation to
uncertificated shares, instructions and/or notifications made in accordance with therelevant system concerned relating to the transfer of such shares;(d)references in this Article to the destruction of any document include references to its
disposal in any manner; and(e)in relation to uncertificated shares, the provisions of this Article shall apply only tothe extent the same are consistent with the Regulations.
TRANSMISSION OF SHARES

45.

Transmission on death
In case of the death of a Member, the survivor or survivors where the deceased was a joint
holder, and the legal personal representatives of the deceased where he was a sole or only
surviving holder, shall be the only persons recognised by the Company as having any title
to his interest in the shares; but nothing herein contained shall release the estate of a
deceased Member from any liability in respect of any share which had been solely or jointly
held by him.
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46.

Person entitled by transmission
Any person becoming entitled to a share in consequence of the death or bankruptcy of a
Member or otherwise by operation of law may, upon such evidence being produced as mayfrom time to time properly be required by the Directors and subject as hereinafter provided,
elect either to be registered himself as holder of the share or to have some person
nominated by him registered as the transferee thereof, but the Directors shall, in either
case, have the same right to decline or suspend registration as they would have had in thecase of a transfer of the share by the Member registered as the holder of any such share
before his death or bankruptcy or other event, as the case may be.

47.

Restrictions on election
If the person so becoming entitled shall elect to be registered himself, he shall deliver orsend to the Company a notice in writing signed by him stating that he so elects. If he shallelect to have another person registered he shall testify his election by executing to that
person a transfer of the share. All the limitations, restrictions and provisions of these Articles
relating to the right to transfer and the registration of transfers of shares shall be applicable
to any such notice or transfer as aforesaid as if the death or bankruptcy of the Member orother event had not occurred and the notice or transfer were a transfer signed by theMember registered as the holder of any such share.

48.

Rights of persons entitled by transmission
A person becoming entitled to a share by reason of the death or bankruptcy of the holder
or otherwise by operation of law shall, upon supplying to the Company such evidence as
the Directors may reasonably require to show his title to the share, be entitled to the same
dividends and other advantages to which he would be entitled if he were the registeredholder of the share, except that he shall not, before being registered as a Member in respectof the share, be entitled in respect of it to exercise any right conferred by membership in
relation to meetings of the Company (including meetings of the holders of any class ofshares in the Company), provided always that the Directors may at any time give noticerequiring any such person to elect either to be registered himself or to transfer the share,
and, if the notice is not complied with within 60 days, the Directors may thereafter withhold
payment of all dividends, bonuses or other monies payable in respect of the share until therequirements of the notice have been complied with.
UNTRACED SHAREHOLDERS

49.

Power to sell shares
The Company shall be entitled to sell, at the best price reasonably obtainable at the time ofsale, any share of a Member or any share to which a person is entitled by transmission if
and provided that:49.1

for a period of 12 years no cheque, warrant or order sent by the Company in the mannerauthorised by these Articles in respect of the share in question has been cashed and nocommunication has been received by the Company from the Member or the person entitledby transmission; provided that, in such period of 12 years, at least three dividends whether
interim or final on or in respect of the share in question have become payable and no such
dividend during that period has been claimed; and49.2

the Company has, on or after expiration of the said period of 12 years, by advertisement inboth a national newspaper and a newspaper circulating in the area in which the last known
address of the Member or the address at which service of notices may be effected in themanner authorised in accordance with the provisions of these Articles is located, given
notice of its intention to sell such share (but so that such advertisements need not refer tothe names of the holder(s) of the share or identify the share in question); and12

EUS\361830097.02

49.3

the Company has not, during the further period of three months after the publication ofsuch advertisements and prior to the exercise of the power of sale, received any
communication from the Member or person entitled by transmission; and49.4

if the shares are admitted to the Official List of the Financial Conduct Authority or admitted
to AIM, the Company has given notice to a Regulatory Information Service (as defined in
the Financial Conduct Authority Listing Rules) of its intention to sell such shares.

50.

Power to sell further sharesIf, during any 12 year period or three month period referred to in Articles 49.1 and 49.3 ofthe preceding Article, further shares have been issued in respect of those held at the
beginning of such 12 year period or of any subsequently issued during such periods and all
the other requirements of such Article have been satisfied in respect of the further shares,
the Company may also sell such further shares.

51.

Authority to effect saleTo give effect to any sale pursuant to the previous two Articles, the Directors may authorise
any person to execute as transferor an instrument of transfer of the said share and such
instrument of transfer shall be as effective as if it had been executed by the registeredholder of, or person entitled by transmission to, such share. The transferee shall not bebound to see to the application of the purchase monies and the title of the transferee shallnot be affected by any irregularity or invalidity in the proceedings relating thereto. The net
proceeds of sale shall belong to the Company which shall be obliged to account to the former
Member or other person previously entitled as aforesaid for an amount equal to suchproceeds and shall enter the name of such former Member or other person in the books of
the Company as a creditor for such amount.

52.

No trust
No trust shall be created in respect of the debt, no interest shall be payable in respect of
the same and the Company shall not be required to account for any money earned on the
net proceeds, which may be employed in the business of the Company or invested in suchinvestments (other than shares of the Company or its holding company (if any)) as the
Directors may from time to time think fit.

53.

Authority to cease payments
If either (i) on two consecutive occasions cheques, warrants or orders in payment ofdividends or other monies payable in respect of any share have been sent through the postor otherwise in accordance with the provisions of these Articles but have been returned
undelivered or left uncashed during the periods for which the same are valid or any transfer
by bank or other funds transfer system has not been satisfied; or (ii) following one suchoccasion reasonable enquiries have failed to establish any new postal address of theregistered holder; the Company need not thereafter despatch further cheques, warrants ororders and need not thereafter transfer any sum (as the case may be) in payment ofdividends or other monies payable in respect of the share in question until the Member orother person entitled thereto shall have communicated with the Company and supplied inwriting to the Office an address for the purpose.

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ALTERATION OF CAPITAL
54.

Consolidation and sub-division
The Company may subject to the passing of a resolution authorising it to do so in accordancewith the 2006 Act:

54.1

consolidate and divide all or any of its share capital into shares of a larger nominal amountthan its existing shares;

54.2

sub-divide its shares or any of them into shares of smaller nominal amount, provided that:

55.

(a)

in the sub-division, consolidation or division, the proportion between the amount
paid and the amount, if any, unpaid on each resulting share shall be the same as it
was in the case of the share from which that share is derived; and(b)

the resolution pursuant to which any share is sub-divided may determine that as
between the resulting shares one or more of such shares may be given any
preference or advantage or be subject to any restriction as regards dividend, capital,
voting or otherwise over the others or any other of such shares.

Fractions of shares
Subject to any direction by the Company in general meeting, whenever as the result of any
consolidation or division of shares Members of the Company are entitled to any issued
shares of the Company in fractions, the Directors may deal with such fractions as they shalldetermine and in particular may sell the shares to which Members are so entitled in fractions
to any person (including, subject to the provisions of the Statutes, the Company) and pay
and distribute to and amongst the Members entitled to such shares in due proportions thenet proceeds of the sales thereof save for individual entitlements (net of expenses) not
exceeding £3 which may be retained for the benefit of the Company. For the purpose ofgiving effect to any such sale the Directors may, in respect of certificated shares, nominate
some person to execute a transfer of the shares sold on behalf of the Members so entitled
to, or, in respect of uncertificated shares, nominate any person to transfer such shares inaccordance with the facilities and requirements of the relevant system concerned or makesuch other arrangements as are compatible with the relevant system concerned or, in either
case, in accordance with the directions of the buyer thereof and may cause the name of thetransferee(s) to be entered in the Register as the holder(s) of the shares comprised in any
such transfer, and such transferee(s) shall not be bound to see to the application of thepurchase money nor shall such transferee's(s') title to the shares be affected by any
irregularity or invalidity in the proceedings in reference to the sale. For the purposes of this
Article, any shares representing fractional entitlements to which any Member would, but forthis Article, become entitled may be issued in certificated form or uncertificated form.

56.

Reduction of share capital
Subject to the provisions of the Statutes, the Company may by special resolution reduce its
share capital, any capital redemption reserve, any share premium account and any
redenomination reserve in any way.
GENERAL MEETINGS

57.

Annual general meeting
The Company shall in accordance with the Statutes, hold a general meeting as its annual
general meeting. The annual general meeting shall be held at such time and place (including
any alternative means of participation and attendance as referred to in Article 58) as the
Directors shall appoint.
14

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58.

Convening of general meetings
The Directors may, whenever they think fit, convene a general meeting, and general
meetings shall also be convened on such requisition, or, in default, may be convened bysuch requisitionists, as provided by the Statutes. The Directors shall determine in relation
to each general meeting any alternative means of attendance at and participation in themeeting, including whether the persons entitled to attend and participate in the general
meeting shall be enabled to do so by simultaneous attendance and participation at a satellite
meeting place or places, in accordance with Article 66.1 anywhere in the world determinedby them, and/or by means of electronic facility or facilities determined by them inaccordance with Article 66.4.

59.

No quorum
If at any time there are not within the United Kingdom sufficient Directors capable of acting
to form a quorum, the Directors in the United Kingdom capable of acting may convene ageneral meeting in the same manner as nearly as possible as that in which meetings may
be convened by the Directors.
NOTICE OF GENERAL MEETINGS

60.

Length and form of notice60.1

An annual general meeting shall be called by not less than 21 clear days' notice, and ameeting of the Company other than an annual general meeting shall be called by not lessthan 14 clear days' notice. If the Company is a traded company (as defined in section 360Cof the 2006 Act), the provisions of section 307A must be complied with if the meeting is tobe called by less than 21 clear days' notice, unless the meeting is of holders of a class ofshares.

60.2

The notice shall state the place (including the place of any satellite meeting determined by
the Directors pursuant to Article 66.1) and shall specify any means of attendance andparticipation determined by the Directors pursuant to Article 66.4, the date and the time of
the meeting and the general nature of the business to be dealt with.

60.3

The notice shall be given, in the manner hereinafter mentioned or in such other manner, ifany, as may be prescribed by the Statutes or by the Company in general meeting, to such
persons as are entitled to receive such notices from the Company and shall comply with theprovisions of the Statutes as to informing Members of their right to appoint proxies. If on
two consecutive occasions any notice, document or other information have been sent or
supplied (whether through the post or in electronic form) to any Member at his registeredaddress or his address for the service of notices but have been returned undelivered (in thecase of an item sent or supplied in electronic form, it will be treated as undelivered if theCompany receives notification that it was not delivered to the address to which it was sent),such Member shall not thereafter be entitled to receive notices, documents or informationfrom the Company until he shall have communicated with the Company and supplied inwriting to the Office a new registered address or address within the United Kingdom for theservice of notices, documents and information.

60.4

A notice calling an annual general meeting shall state that the meeting is an annual general
meeting and a notice convening a meeting to pass a special resolution shall specify theintention to propose the resolution as such and shall include the text of the resolution.

61.

Short notice
A meeting of the Company shall, notwithstanding that it is called by shorter notice than thatspecified in the last preceding Article, be deemed to have been duly called if it is so agreed:15

EUS\361830097.02

(a)in the case of a meeting called as the annual general meeting, by all the Members
entitled to attend and vote thereat; and(b)in the case of any other meeting, by a majority in number of the Members having aright to attend and vote at the meeting, being a majority together holding not lessthan 95 per cent in nominal value of the shares giving that right (excluding any
shares in the Company held as treasury shares).

This Article 61 does not apply to general meetings (other than meetings of holders of aclass of shares) of a traded company (as defined in section 360C of the 2006 Act).
62.

Omission or non-receipt of notice of resolution or meeting or proxy
The accidental failure to give notice of a meeting, or of a resolution intended to be moved
at a meeting, or to issue an invitation to appoint a proxy with a notice where required bythese Articles, to any one or more persons entitled to receive notice, or the non-receipt ofnotice of a meeting or of such a resolution or of an invitation to appoint a proxy by any such
persons, shall be disregarded for the purpose of determining whether notice of the meetingor of any resolution to be moved at the meeting is duly given.

63.

Postponement of general meetings
If the Directors, in their absolute discretion, consider that it is impracticable or undesirable
for any reason to hold a general meeting:(a)on the date or at the time specified in the notice calling the meeting;(b)at the place specified in the notice calling the meeting (including any satellite meeting
place to which Article 66.1 applies); or(c)by means of an electronic facility or facilities specified in the notice calling themeeting,they may change any such place and/or electronic facility(ies) and/or postpone the meeting.
When a meeting is so postponed or any place or electronic facility is changed, anannouncement of the date, time, place(s) and/or electronic facility(ies), as applicable, forthe rearranged meeting shall, if practicable, be placed in at least two national newspapers
in the United Kingdom. No new notice of the meeting shall be required. If a meeting isrearranged in this way, proxy forms are valid if they are received as required by these
Articles not less than 48 hours before the time of the rearranged meeting. The Directors
may further change any such place(s) and/or electronic facility(ies) and/or postpone any
rearranged meeting under this Article.
PROCEEDINGS AT GENERAL MEETINGS
64.

QuorumNo business shall be transacted at any general meeting unless a quorum is present at thetime when the meeting proceeds to business; save as herein otherwise provided, twoMembers present in person or by proxy and entitled to vote shall be a quorum. The
appointment of a chairman of the meeting in accordance with the provisions of these Articles
shall not be treated as part of the business of the meeting.

65.

Procedure if quorum not present
If within five minutes (or such longer time as the chairman of the meeting may decide) fromthe time appointed for the meeting a quorum is not present, or if during the meeting aquorum ceases to be present, the meeting, if convened by or upon the requisition of
16

EUS\361830097.02

Members, shall be dissolved. In any other case it shall stand adjourned to such day, time,
place (including, if relevant, any satellite meeting place pursuant to Article 66.1) and withsuch means of attendance and participation (including, if relevant, any electronic facility
pursuant to Article 66.4) as the chairman of the meeting shall appoint (save that if theCompany is a traded company (as defined in section 360C of the 2006 Act), the provisionsof section 307A will also apply, unless the meeting is of holders of a class of shares). If atsuch adjourned meeting a quorum is not present within five minutes from the time
appointed therefor, the Member or Members present in person or by proxy and entitled tovote shall have power to decide upon all matters which could properly have been disposedof at the meeting from which the adjournment took place.
66.

Arrangements for simultaneous attendance, security and orderly conduct

66.1

In the case of any general meeting, the Directors may, notwithstanding the specification in
the notice convening the general meeting of the place at which the chairman of the meetingshall preside (the "Principal Place"), make arrangements for simultaneous attendance
and participation at another place or other places anywhere in the world (a "satellite
meeting") by Members and proxies and others entitled to attend the general meeting.
The Members present in person or by proxy at any satellite meeting place or places shallbe counted in the quorum for, and entitled to vote at, the general meeting in question. That
meeting shall be duly constituted and its proceedings valid if the chairman of the meeting
believes that adequate facilities are available throughout the meeting to ensure that
Members attending at the Principal Place and all satellite meeting places are able to:(a)hear and see all persons who speak (whether by the use of microphones,
loudspeakers, audio-visual communications equipment or otherwise) in the Principal
Place and any satellite meeting place;(b)

be heard and seen by all other persons so present; and(c)(if they have the right to vote at the meeting) vote, during the meeting, on a poll on
resolutions put to the meeting on which they have the right to vote and such
Members' votes can be taken into account in determining whether or not such
resolutions are passed.

66.2

Such arrangements for simultaneous attendance at the general meeting may include
arrangements regarding the level of attendance at the other place or places provided thatthey shall operate so that any Members and proxies excluded from attendance at the
Principal Place are able to attend at one of the other places. For the purpose of all otherprovisions of these Articles any such general meeting shall be treated as being held andtaking place at the Principal Place.

66.3

The Directors may, for the purpose of facilitating the organisation and administration of any
general meeting (at the Principal Place and/or at any satellite meeting place) to which sucharrangements apply, from time to time make arrangements, whether involving the issue oftickets or the imposition of some random means of selection or otherwise as they shall in
their absolute discretion consider to be appropriate, and may from time to time vary any
such arrangements or make new arrangements in their place. The entitlement of any
Member or proxy or other person entitled to attend a general meeting at a particular venue
shall be subject to such arrangements as may for the time being be in force whether statedin the notice of the general meeting or adjourned meeting to apply to that meeting or
notified to the Members concerned subsequent to the provision of the notice of the general
meeting.

66.4

In the case of any general meeting, the Directors, may, notwithstanding the specificationin the notice convening the general meeting of the Principal Place, make arrangements for
simultaneous attendance and participation by Members and proxies and others entitled to17

EUS\361830097.02

attend the general meeting by means of electronic facility or facilities and determine themeans, or all different means, of attendance and participation used in relation to a general
meeting. The Members present in person or by proxy by means of such electronic facility
or facilities shall be counted in the quorum for, and entitled to participate in, the general
meeting in question. That meeting shall be duly constituted and its proceedings valid if thechairman of the meeting believes that adequate facilities are available throughout themeeting to ensure that Members attending the meeting by all means (including by meansof electronic facility or facilities) are able to:(a)hear all persons who speak at the meeting;(b)

be heard by all other persons present at the meeting; and(c)(if they have the right to vote at the meeting) vote, during the meeting, on a poll on
resolutions put to the meeting on which they have the right to vote and such
Members' votes can be taken into account in determining whether or not such
resolutions are passed.

When deciding whether a person is attending or participating in a meeting other than at aphysical place, it is immaterial where that person is or how that person is able tocommunicate with others who are attending and participating.
66.5

If it appears to the chairman of the general meeting that an electronic facility has become
inadequate for the purposes referred to in Article 66.4, then the chairman may, without theconsent of the meeting, adjourn the general meeting. All business conducted at that general
meeting up to the time of that adjournment shall be valid and the provisions of Article 68.3
shall apply to that adjournment.

66.6

The Directors or the chairman of the meeting or any person authorised by the Directors
may direct that Members, proxies or corporate representatives wishing to attend any
general meeting or anyone else permitted by the chairman of the meeting to attend should
submit to such searches or other security arrangements or restrictions (including, without
limitation, restrictions on items of personal property which may be taken into the meeting
and requirements for evidence of identity) as the Directors or the chairman of the meetingor such person authorised by the Directors shall consider appropriate in the circumstances.
Such persons shall be entitled in their absolute discretion to refuse entry to, or to eject
from, such general meeting any such person who fails to submit to such searches orotherwise to comply with such security arrangements or restrictions.

66.7

If arrangements for participation by means of electronic facility or facilities have been madepursuant to Article 66.4, the Directors or the chairman of a general meeting or any person
authorised by the Directors may make any arrangement and impose any requirement or
restriction as are necessary to ensure the identification of those taking part and the securityof electronic communications.

66.8

The Directors or the chairman of the meeting or any person authorised by the Directors
may, at any meeting, take such action as is thought fit to secure the safety of the people
attending the meeting and to promote the orderly conduct of the business of the meetingas laid down in the notice of the meeting and the chairman of the meeting's decision onmatters of procedure or matters arising incidentally from the business of the meeting shallbe final, as shall be his determination as to whether any matter is of such a nature.

67.

Chairman of general meetings and casting vote

67.1

The chairman, if any, of the board of Directors shall preside as chairman of every general
meeting of the Company. If there is no such chairman, or if at any general meeting he shallnot be present within five minutes after the time appointed for holding the meeting or isunwilling to act as chairman, the Directors present shall select one of their number to be
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chairman of the meeting; or if no Director is present and willing to take the chair theMembers present and entitled to vote shall choose one of their number to be chairman of
the meeting.
67.2

In the case of an equality of votes, whether on a show of hands or a poll, the chairman of
the meeting shall not be entitled to a second or casting vote.

68.

Adjournments

68.1

Without prejudice to any other provisions of these Articles, the chairman of the meeting
may, at any time without the consent of the meeting, adjourn any meeting (whether or notit has commenced or has already been adjourned or a quorum is present) either sine die or
to another time and/or place (including, if relevant, any satellite meeting place pursuant to
Article 66.1) and/or with such means of attendance and participation (including, if relevant,any electronic facility pursuant to Article 66.4) where it appears to him that (i) the Members
wishing to attend cannot be conveniently accommodated in the Principal Place or any
satellite meeting place, (ii) the conduct of any persons prevents or is likely to prevent theorderly continuation of business or (iii) it would facilitate the conduct of the business of themeeting to do so.

68.2

The chairman of the meeting may, with the consent of any meeting at which a quorum ispresent (and shall if so directed by the meeting), adjourn the meeting either sine die or toanother time and/or place (including, if relevant, any satellite meeting place pursuant to
Article 66.1) and/or with such means of attendance and participation (including, if relevant,any electronic facility pursuant to Article 66.4).

68.3

No business shall be transacted at any adjourned meeting other than the business left
unfinished at the meeting from which the adjournment took place. When a meeting is
adjourned for 30 days or more, not less than seven clear days' notice of the adjourned
meeting shall be given specifying the day, the place (including, if relevant, any satellite
meeting place pursuant to Article 66.1), any means of attendance and participation(including, if relevant, any electronic facility pursuant to Article 66.4) and the time of themeeting as in the case of an original meeting, but it shall not be necessary to specify insuch notice the nature of the business to be transacted at the adjourned meeting. Save as
aforesaid it shall not be necessary to give any notice of an adjournment.

69.

Entitlement to attend and speak

69.1

Each Director shall be entitled to attend and speak at any general meeting of the Company
and at any separate general meeting of the holders of any class of shares in the Company.
The chairman of the meeting may invite any person to attend and speak at any general
meeting of the Company whom the chairman of the meeting considers to be equipped byknowledge or experience of the Company's business to assist in the deliberations of themeeting.

69.2

All persons seeking to attend and participate in a general meeting by way of electronic
facility or facilities are responsible for maintaining adequate facilities to enable them to do
so. Any inability of a person to attend or participate in a general meeting by means ofelectronic facility or facilities shall not invalidate the proceedings at that meeting70.

Amendments to resolutions
If an amendment shall be proposed to any resolution under consideration but shall in goodfaith be ruled out of order by the chairman of the meeting the proceedings on thesubstantive resolution shall not be invalidated by any error in such ruling. In the case of aresolution duly proposed as a special resolution no amendment thereto (other than anamendment to correct a patent error) may in any event be considered or voted upon. In
the case of a resolution duly proposed as an ordinary resolution, no amendment thereto
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may be considered or voted upon unless notice of the intention to move the amendment isdelivered to the Office not less than 48 hours before the time of the meeting at which it is
to be proposed.
71.

Method of voting and demand for a poll

71.1

At any general meeting a resolution put to the vote of the meeting shall be decided on ashow of hands unless a poll is (before, or on the declaration of the result of, the show ofhands) demanded:(a)by the chairman of the meeting; or(b)

by at least five Members present in person or by proxy and having the right to voteon the resolution; or(c)by any Member or Members present in person or by proxy and representing not lessthan one-tenth of the total voting rights of all the Members having the right to voteon the resolution (excluding any voting rights attached to any shares in the Company
held as treasury shares); or(d)by a Member or Members present in person or by proxy holding shares in the
Company conferring a right to vote on the resolution being shares on which an
aggregate sum has been paid up equal to not less than one-tenth of the total sum
paid up on all shares conferring that right (excluding any shares in the Company
conferring a right to vote on the resolution which are held as treasury shares).

71.2

Unless a poll is so demanded (and the demand is not subsequently withdrawn), a declarationby the chairman of the meeting that a resolution has on a show of hands been passed or
passed unanimously, or with a particular majority, or lost, or an entry to that effect in theminutes of the meeting of the Company shall be conclusive evidence of the fact without
proof of the number or proportion of the votes recorded in favour of or against such
resolution.

71.3

Except as provided in Article 72, if a poll is duly demanded it shall be taken in such manner(including the use of ballot or voting papers or tickets or electronic means) as the chairmanof the meeting directs and he may appoint scrutineers and fix a time and means fordeclaring the result of the poll. The result of the poll shall be deemed to be the resolutionof the meeting at which the poll was demanded.

72.

Timing and procedure for a poll
A poll demanded on the election of a chairman of the meeting or on the question of an
adjournment shall be taken forthwith. A poll demanded on any other question shall be taken
either immediately or at such subsequent time (not being more than 30 clear days after thedate of the meeting or adjourned meeting at which the poll is demanded) and place and/or
by such electronic means as the chairman of the meeting may direct. No notice need begiven of a poll not taken immediately. Any business other than that upon which a poll has
been demanded may be proceeded with pending the taking of the poll. The demand for apoll may be withdrawn with the consent of the chairman of the meeting at any time before
the close of the meeting or the taking of the poll, whichever is the earlier, and in that event
shall not invalidate the result of a show of hands declared before the demand was made.
VOTES OF MEMBERS

73.

Votes of Members and of joint holders

73.1

Subject to any rights or restrictions for the time being attached to any class or classes ofshares and to any other provisions of these Articles or the Statutes:
20

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(a)on a show of hands every Member present in person shall have one vote;

(b)
(i)

on a show of hands every proxy present who has been duly appointed by one
or more Members shall have one vote;This is subject to (ii) below:
(ii)

(c)

on a show of hands, a proxy has one vote for and one vote against theresolution if:(aa)

the proxy has been duly appointed by more than one Member entitledto vote on the resolution; and(bb)

the proxy has been instructed by, or exercises a discretion given by,
one or more of those Members to vote for the resolution and has been
instructed by, or exercises a discretion given by, one or more other of
those Members to vote against it; andon a poll every Member present in person or by proxy shall have one vote for eachshare held by him.

73.2

In the case of joint holders of a share, the vote of the senior holder who votes, whether inperson or by proxy, shall be accepted to the exclusion of the votes of the other joint holders;and for this purpose seniority shall be determined by the order in which the names stand in
the Register in respect of the share.

74.

Voting on behalf of incapable Member
A Member in respect of whom an order has been made by any court or official having
jurisdiction (in the United Kingdom or elsewhere) in matters concerning mental disorder
may vote, whether on a show of hands or on a poll, by his receiver, curator bonis or otherperson authorised on his behalf by that court or official, and such receiver, curator bonis orother person may vote by proxy provided that evidence to the satisfaction of the Directorsof the authority of the person claiming to exercise the right to vote has been delivered at
the Office (or at such other place as may be specified in accordance with these Articles forthe delivery of appointments of proxy) not later than the last time at which an appointmentof a proxy should have been delivered in order to be valid for use at that meeting or on theholding of that poll.

75.

Suspension of rights for non-payment of calls and non-disclosure of interests

75.1

No Member shall, unless the Directors otherwise determine, be entitled, in respect of any
share in the capital of the Company held by him, to be present or to vote on any question,either in person or by proxy, at any general meeting, or separate general meeting of theholders of any class of shares of the Company, or to be reckoned in a quorum, if any call orother sum presently payable by him to the Company in respect of such share remains
unpaid.

75.2

If any Member, or any other person appearing to the Directors to be interested in any sharesin the capital of the Company held by such Member, has been duly served with a noticeunder section 793 of the 2006 Act and is in default for the period of 14 days from the dateof service of the notice under the said section 793 in supplying to the Company the
information thereby required, then the Company may (at the absolute discretion of the
Directors) at any time thereafter by notice (a "restriction notice") to such Member direct
that, in respect of the shares in relation to which the default occurred and any other shares
held at the date of the restriction notice by the Member, or such of them as the Directors
21

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may determine from time to time (the "restricted shares" which expression shall include
any further shares which are issued in respect of any restricted shares), the Member shallnot, nor shall any transferee to which any of such shares are transferred other than pursuant
to a permitted transfer or pursuant to Article 75.3(c) below, be entitled to be present or tovote on any question, either in person or by proxy, at any general meeting of the Company
or separate general meeting of the holders of any class of shares of the Company, or to be
reckoned in a quorum.
75.3

Where the restricted shares represent at least 0.25 per cent (in nominal value) of the issued
shares of the same class as the restricted shares (excluding any shares of that class held
as treasury shares), then the restriction notice may also direct that:(a)any dividend or any part thereof or other monies which would otherwise be payable
on or in respect of the restricted shares shall be withheld by the Company; shall notbear interest against the Company; and shall be payable (when the restriction noticeceases to have effect) to the person who would but for the restriction notice havebeen entitled to them; and/or(b)where an offer of the right to elect to receive shares of the Company instead of cash
in respect of any dividend or part thereof is or has been made by the Company, any
election made thereunder by such Member in respect of such restricted shares shallnot be effective; and/or(c)no transfer of any of the shares held by such Member shall be recognised orregistered by the Directors unless the transfer is a permitted transfer or:(i)the Member is not himself in default as regards supplying the information
required; and(ii)

the transfer is of part only of the Member's holding and, when presented forregistration, is accompanied by a certificate by the Member in a form
satisfactory to the Directors to the effect that after due and careful enquiry
the Member is satisfied that none of the shares the subject of the transfer are
restricted shares.

Upon the giving of a restriction notice its terms shall apply accordingly.
75.4

The Company shall send a copy of the restriction notice to each other person appearing to
be interested in the shares the subject of such notice, but the failure or omission by theCompany to do so shall not invalidate such notice.

75.5

Any restriction notice shall have effect in accordance with its terms until not more thanseven days after the Directors are satisfied that the default in respect of which the restriction
notice was issued no longer continues but shall cease to have effect in relation to any shares
which are transferred by such Member by means of a permitted transfer or in accordancewith Article 75.3(c) above on receipt by the Company of notice that a transfer as aforesaid
has been made. The Company may (at the absolute discretion of the Directors) at any time
give notice to the Member cancelling, or suspending for a stated period the operation of, a
restriction notice in whole or in part.

75.6

For the purposes of this Article 75:(a)a person shall be treated as appearing to be interested in any shares if the Member
holding such shares has given to the Company a notification whether following
service of a notice under the said section 793 or otherwise which either:(i)names such person as being so interested; or
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(ii)

(b)

(after taking into account the said notification and any other relevant
information in the possession of the Company) the Company knows or has
reasonable cause to believe that the person in question is or may be interested
in the shares; anda transfer of shares is a permitted transfer if but only if:(i)

it is a transfer by way of, or in pursuance of, acceptance of a takeover offer
for the Company (as defined in section 974 of the 2006 Act); or(ii)

the Directors are satisfied that the transfer is made pursuant to a bona fidesale of the whole of the beneficial ownership of the shares to a third party
unconnected with the transferring Member or with any other person appearing
to the Directors to be interested in such shares (and for the purposes of this
Article 75.6(b)(ii) any associate (as that term is defined in section 435 of theInsolvency Act 1986) of the Member or of any other person appearing to the
Directors to be interested in any of the restricted shares shall be deemed tobe connected with the transferring Member); or(iii)

the transfer results from a sale made on or through a recognised investment
exchange as defined in the Financial Services and Markets Act 2000 or on or
through any stock exchange outside the United Kingdom on which theCompany's shares of the same class as the restricted shares are normally
dealt in.

75.7

The provisions of this Article 75 are in addition and without prejudice to the provisions of
the Statutes.

76.

Objections to and errors in voting
No objection shall be raised to the qualification of any voter or to the counting of, or failure
to count, a vote except at the meeting or adjourned meeting at which the vote objected tois given or tendered (or at which the error occurs), and every vote not disallowed at suchmeeting shall be valid for all purposes. Any such objection made in due time shall bereferred to the chairman of the meeting, whose decision shall be final and conclusive.
Whether a proxy or corporate representative has voted in accordance with any instructions
given by the Member who has appointed such proxy or corporate representative need not
be verified by the Company or any other person and any vote (whether on a show of hands
or a poll) given by such proxy or corporate representative will be valid for all purposes
notwithstanding any failure to follow such instructions.

77.

Voting on a poll
On a poll votes may be given personally or by proxy and a Member entitled to more than
one vote need not, if he votes, use all his votes or cast all the votes he uses in the same
way.

78.

Execution of proxies
The appointment of a proxy shall be in any usual or common form, or in any other form
which the Directors may approve and shall be:(a)under the hand of the appointor or of his attorney duly authorised in writing; or(b)

if the appointor is a corporation, either under seal, or under the hand of an officer or
attorney or other person duly authorised; or

23
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(c)if permitted by the Directors, in electronic form in the manner and form and subject
to such terms and conditions as the Directors may decide.

The signature, if any, on such appointment need not be witnessed.
79.

Appointment of proxies
A proxy need not be a Member of the Company. A Member may appoint more than one
proxy to attend and to speak and to vote on the same occasion, provided that each proxyis appointed to exercise the rights attached to a different share or shares held by theMember. The appointment of a proxy shall not preclude a Member from attending and voting
in person at the meeting or any adjournment thereof.

80.

Delivery of proxies

80.1

The appointment of a proxy shall:(a)(in the case of an appointment not sent in electronic form) be deposited at the Officeor at such other place or one of such places (if any) within the United Kingdom as isor are specified for that purpose in or by way of note to the notice convening themeeting or any document accompanying such notice; or(b)(in the case of an appointment sent in electronic form) where an address has been
specified for the purpose by the Company (generally or specifically), be received atsuch address,

not less than 48 hours before the time for holding the meeting or adjourned meeting at
which the person named in the appointment proposes to vote or, in the case of a poll taken
otherwise than at or on the same day as the meeting or adjourned meeting, not less than
24 hours before the time appointed for the taking of the poll at which it is to be used, andin default the appointment of a proxy shall not be treated as valid. Failing previous
registration with the Company, the power of attorney or other authority, if any, under which
the appointment of a proxy is executed, or a notarially certified copy or a copy certified inaccordance with the Powers of Attorney Act 1971 of that power or authority, or a copy insome other way approved by the Directors, shall (whether (a) or (b) above shall apply) also
be deposited or received at the Office or at such other place specified in accordance with(a) above, or (if the Directors so agree) at the address or by the means provided inaccordance with (b) above, not later than the time by which the appointment of a proxy is
required to be deposited or (as the case may be) received in accordance with this Article.
When calculating any periods mentioned in this Article, the Directors may specify that no
account shall be taken of any part of a day that is not a working day.
Without limiting the foregoing, in relation to any shares which are held in uncertificatedform, the Directors may from time to time permit appointments of a proxy to be made by
an Uncertificated Proxy Instruction, (that is, a properly authenticated dematerialised
instruction, and/or other instruction or notification, which is sent by means of the relevant
system concerned and received by such participant in that system acting on behalf of theCompany as the Directors may prescribe, in such form and subject to such terms andconditions as may from time to time be prescribed by the Directors (subject always to thefacilities and requirements of the relevant system concerned)); and may in a similar mannerpermit supplements to, or amendments or revocations of, any such Uncertificated Proxy
Instruction to be made by like means. Notwithstanding any other provision of these Articles,
the Directors may in addition prescribe the method of determining the time at which any
such properly authenticated dematerialised instruction (and/or other instruction or
notification) is to be treated as received by the Company or such participant. The Directors
may treat any such Uncertificated Proxy Instruction which purports to be or is expressed to
be sent on behalf of a holder of a share as sufficient evidence of the authority of the person
sending that instruction to send it on behalf of that holder.
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80.2

If two or more valid but differing appointments of a proxy are delivered or (in the case of
appointments in electronic form) received in accordance with Article 80.1 in respect of thesame share for use at the same meeting, the one which is last delivered or, as the casemay be, received as aforesaid (regardless of its date, its date of sending or the date of its
execution) shall be treated as replacing and revoking the others as regards that share. If
the Company is unable to determine which was delivered or received last, none of themshall be treated as valid in respect of that share.

81.

Validity of proxies
An appointment of a proxy shall, unless the contrary is stated thereon, be valid as well forany adjournment of the meeting to which it relates. No appointment of a proxy shall bevalid after the expiration of 12 months from the date of its deposit or receipt in accordancewith Article 80.1 except at an adjourned meeting or on a poll demanded at a meeting or
adjourned meeting in cases where the meeting was originally held within 12 months fromthat date.

82.

Authority of proxies to call for a poll
The appointment of a proxy to vote on a matter at a meeting of the Company shall bedeemed to confer authority on the proxy to demand or join in demanding a poll on thatmatter.

83.

Cancellation of proxy's authority
A vote given or poll demanded in accordance with the terms of an appointment of a proxyor by the duly authorised representative of a corporation shall be valid notwithstanding theprevious death or insanity of the principal or revocation of the proxy or determination of
the authority of the person voting or demanding a poll, provided that no intimation in writingof such death, insanity, revocation or determination shall have been received by theCompany at the Office or such other place (if any) as is specified for depositing theappointment of proxy or, where the appointment of the proxy was in electronic form, at theaddress at which such appointment was duly received, in each case in accordance with
Article 80.1, before the time for holding the meeting or adjourned meeting or the time
appointed for taking a poll subsequently thereto at which such vote is given.

84.

Corporate representatives
Any corporation which is a Member of the Company may by resolution of its directors orother governing body authorise a person or persons to act as its representative or
representatives at any meeting of the Company or of any class of Members of the Company.

85.

Powers of corporate representatives
Any person so authorised shall be entitled to exercise on behalf of the corporation which herepresents the same powers as that corporation could exercise if it were an individual
Member of the Company and such corporation shall for the purposes of these Articles bedeemed to be present in person at any such meeting if a person so authorised is present
thereat. Where the corporation authorises more than one person, the provisions ofsection 323(3) and (4) of the 2006 Act apply.
DIRECTORS

86.

Number of Directors
Unless and until the Company in general meeting shall otherwise determine, the number of
Directors shall not be less than two and, unless otherwise resolved by the Company ingeneral meeting, there shall be no maximum number of Directors. The Company may by
25

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ordinary resolution from time to time vary the minimum number and/or (if a maximum is
imposed) maximum number of Directors.
87.

Directors' shareholding qualification
A Director shall not be required to hold any shares in the capital of the Company. A Director
who is not a Member shall nevertheless be entitled to receive notice of and attend and speakat all general meetings of the Company and all separate general meetings of the holders of
any class of shares in the capital of the Company.

88.

Age of Directors
There shall not be an age limit for Directors.

89.

Other interests of Directors
Subject to the provisions of the Statutes, a Director of the Company may be or continue asor become a director or other officer, employee or member of, or a party to any contract,transaction or arrangement with, or otherwise interested in, any body corporate in which
the Company may be (directly or indirectly) interested as shareholder or otherwise or any
parent undertaking or subsidiary undertaking of any parent undertaking of the Company,
and no such Director shall, by reason of his office, be accountable to the Company for any
remuneration or other benefits which derive from any such office or employment or fromany contract, transaction or arrangement with, or from his membership or interest in, suchother body corporate or undertaking. No such office, employment, contract, transaction or
arrangement or interest shall be liable to be avoided on the ground of any such interest or
benefit.

90.

Directors' fees
The Directors shall be paid out of the funds of the Company by way of fees for their services
as Directors such sums (if any) as the Directors may from time to time determine (notexceeding in the aggregate an annual sum (excluding amounts payable under any otherprovision of these Articles) of £600,000 or such larger amount as the Company may byordinary resolution determine) and such remuneration shall be divided between the
Directors as they shall agree or, failing agreement, equally. Such remuneration shall bedeemed to accrue from day to day.

91.

Directors expenses
The Directors may also be paid all reasonable travelling, hotel and other expenses properly
incurred by them in attending and returning from meetings of the Directors or any
committee of the Directors or general meetings of the Company or of the holders of any
class of shares or debentures of the Company or otherwise in connection with the businessof the Company.

92.

Additional remuneration
Any Director who is appointed to any executive office or who serves on any committee or
who devotes special attention to the business of the Company, or who otherwise performs
services which in the opinion of the Directors are outside the scope of the ordinary duties
of a Director, may be paid such extra remuneration by way of salary, percentage of profits
or otherwise as the Directors may determine.

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ALTERNATE DIRECTORS
93.

Alternate Directors

93.1

Each Director shall have the power at any time to appoint as an alternate Director either (i)another Director or (ii) any other person approved for that purpose by a resolution of the
Directors, and, at any time, to terminate such appointment. Every appointment and removalof an alternate Director shall be in writing signed by the appointor and (subject to any
approval required) shall (unless the Directors agree otherwise) only take effect upon receipt
of such written appointment or removal at the Office or at a meeting of the Directors or in
the case of an appointment or removal in electronic form, at such address (if any) specified
by the Company for that purpose. An alternate Director shall not be required to hold any
shares in the capital of the Company and shall not be counted in reckoning the maximum
and minimum numbers of Directors allowed or required by Article 86.

93.2

An alternate Director so appointed shall not be entitled as such to receive any remunerationfrom the Company except only such part (if any) of the remuneration otherwise payable tohis appointor as such appointor may by notice in writing to the Company from time to time
direct, but shall otherwise be subject to the provisions of these Articles with respect to
Directors. An alternate Director shall during his appointment be an officer of the Company
and shall alone be responsible to the Company for his own acts and defaults and shall not
be deemed to be an agent of his appointor.

93.3

An alternate Director shall be entitled (subject to his giving to the Company either anaddress within the United Kingdom or an address for the purpose of sending or receiving
documents or information by electronic means at which notices may be served upon him)
to receive notices of all meetings of the Directors and of any committee of the Directors ofwhich his appointor is a member, and shall be entitled to attend and vote as a Director atany such meeting at which his appointor is not personally present and generally in theabsence of his appointor to perform and exercise all functions, rights, powers and duties as
Director of his appointor.

93.4

The appointment of an alternate Director shall automatically determine on the happeningof any event which, if he were a Director, would cause him to vacate such office or if his
appointor shall cease for any reason to be a Director otherwise than by retiring and being
re-appointed at the same meeting.

93.5

A Director or any other person may act as alternate Director to represent more than one
Director and an alternate Director shall be entitled at meetings of the Directors or any
committee of the Directors to one vote for every Director whom he represents in addition
to his own vote (if any) as a Director, but he shall count as only one for the purpose ofdetermining whether a quorum is present.
BORROWING POWERS

94.

Directors' borrowing powers and restrictions on borrowing

94.1

Subject as hereinafter provided and to the provisions of the Statutes, the Directors may
exercise all the powers of the Company to borrow money, to grant guarantees and to
mortgage or charge all or any part of its undertaking, property and assets (present andfuture) and uncalled capital and to issue debentures and other securities whether outrightor as collateral security for any debt, liability or obligation of the Company or of any third
party.

94.2

The Directors shall restrict the borrowings of the Company and exercise all voting and otherrights or powers of control exercisable by the Company in relation to its subsidiary
undertakings (if any) so as to secure (but as regards its subsidiary undertakings only in so
far as by the exercise of such rights or powers of control the Directors can secure) that the27

EUS\361830097.02

aggregate of the amounts at any time remaining undischarged of all monies borrowed by
the Group (which expression in this Article means and includes the Company and its
subsidiaries at the relevant time) and then owing to persons outside the Group less the
Cash Deposits of the Group shall not without the previous sanction of an Ordinary Resolutionof the Company exceed an amount equal to two and a half times the Adjusted Capital andReserves.
95.

Interpretation

95.1

For the purposes of this Article, the expression "borrowings" shall be deemed to include
the following except in so far as otherwise taken into account:(a)the principal amount for the time being owing in respect of any debenture within themeaning of section 738 of the 2006 Act;(b)

the principal amount raised by the Company or a subsidiary undertaking by
acceptances under any acceptance credit opened on its behalf by any bank or
accepting house, not being acceptances in relation to the purchase or sale of goodsin the ordinary course of trading;(c)the nominal amount of any issued share capital and the principal amount of any
monies borrowed, the redemption or repayment of which is guaranteed or securedby the Company or a subsidiary and the beneficial interest in which is not owned by
the Company or a subsidiary undertaking;(d)the nominal amount of any issued share capital (not being equity share capital) of a
subsidiary undertaking owned otherwise than by the Company or a subsidiary;(e)any fixed or minimum premium payable on final repayment of any borrowing or
deemed borrowing; and(f)any amounts payable under the terms of any finance leases or hire purchaseagreements,

but shall not include and shall be deemed not to include:(i)the proportion of the total monies borrowed by a partly-owned subsidiary
undertaking (otherwise than from the Company or another subsidiary
undertaking) which corresponds to the proportion of the shares (as defined in
section 1161 of the 2006 Act) in that subsidiary undertaking not attributabledirectly or indirectly to the Company but only to the extent that suchproportion exceeds any monies borrowed from such subsidiary undertaking
by the Company or another subsidiary undertaking; or(ii)amounts borrowed for the purpose of repaying the whole or any part of any
monies borrowed by the Company or a subsidiary undertaking (other thanfrom a subsidiary undertaking of the Company and other than monies fallingwithin Article 95.6) for the time being outstanding (including any fixed orminimum premium payable on final repayment) and intended to be applied
for that purpose within six months of the borrowing thereof (pending their
being so applied); or(iii)

monies borrowed from bankers or others for the purpose of financing any
contract in respect of which any part of the price receivable is guaranteed orinsured by the Export Credits Guarantee Department of the Department ofInternational Trade, or any institution in the opinion of the Directors carrying
on similar business, to an amount not exceeding that part of the pricereceivable thereunder which is so guaranteed or insured; or28

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(iv)amounts borrowed or raised which are for the time being deposited with H.M.
Customs and Excise or any other body designated by any relevant legislationor order in connection with import deposits or any similar governmental
scheme to the extent that the Company or any of its subsidiary undertakings
retains its interest therein; or(v)

amounts borrowed on terms that the lender has limited its right of recourse
to certain existing or future assets to the extent that such borrowings exceed
the value at which such assets are entered in the consolidated balance sheetof the Company and its subsidiary undertakings.

95.2

An undertaking is a subsidiary undertaking if it is or would be included in the consolidationof the Company's accounts pursuant to section 405 of the 2006 Act.

95.3

The expression "the Adjusted Capital and Reserves" means at any material time theamount paid up or credited as paid up on the issued share capital of the Company plus theaggregate of the amounts standing to the credit of the capital and revenue reserves
including share premium account and capital redemption reserve of the Company and its
subsidiary undertakings and plus or minus the amount standing to the credit or debit (asthe case may be) of the profit and loss accounts of the Company and its subsidiary
undertakings, all as shown in the then latest audited consolidated balance sheet of theCompany and its subsidiary undertakings but:(a)adjusted as may be appropriate to take account of:(i)

any increase in or reduction of the paid up share capital and any variation insuch capital and revenue reserves (other than profit and loss account) since
the date of the relevant audited balance sheets and any distributions (otherthan dividends provided for in such balance sheets or paid out of profits
earned since the date thereof) in cash or specie made from such capital orrevenue reserves or profit and loss account since such date and for thispurpose if any issue or proposed issue of shares by the Company for cash has
been underwritten then such shares shall be deemed to have been issued andthe amount (including any premium) of the subscription monies payable inrespect thereof (not being monies payable later than six months after the dateof the allotment) shall to the extent so underwritten be deemed to have been
paid up on the date when the issue of such shares was underwritten (or, if
such underwriting was conditional, on the date when it became
unconditional); and(ii)

any subsidiary undertaking whose accounts are required under the Statutes
to be consolidated with those of the Company which since the date of thelatest audited consolidated accounts of the Company and its subsidiary
undertakings has ceased to be or has become such an undertaking and anychanges in the interests of the Company in such an undertaking and any
undertaking which will become or will cease to be such an undertaking as aresult of the transaction in relation to which the calculation falls to be made;(b)

excluding any sums set aside for taxation (including deferred taxation);(c)reinstating any amounts which have been written off and are attributable to goodwill
or other intangible assets which represent the excess of the cost of acquiring any
share in the capital of any subsidiary undertaking, related company or trade
investment over the book value of the assets attributable to the shares acquired or
the excess of the cost of acquiring the whole or part of any undertaking over thebook value of the tangible assets of the undertaking or part acquired;29
EUS\361830097.02

(d)excluding any
undertakings;

amounts attributable

to

third

party

interests

insubsidiary(e)after making such other adjustments (if any) as the Auditors may consider
appropriate.

95.4

For the purposes of this Article, "Cash Deposits" means an amount equal to the aggregate
for the time being outstanding of all cash with banks (not being the Company or any
subsidiary of the Company), certificates of deposit and securities of governments andcompanies and similar instruments owned by the Company and/or any subsidiary
undertaking of the Company, but excluding a proportion of the total amount for the time
being outstanding of cash deposits and certificates of deposit and securities of governments
or companies and similar instruments owned by any partly owned subsidiary undertaking,such proportion being that which the issued ordinary share capital of such partly owned
subsidiary undertaking which is not for the time being beneficially owned directly or
indirectly by the Company bears to the whole of its issued ordinary share capital.

95.5

When the aggregate amount of borrowings required to be taken into account for the
purposes of this Article on any particular day is to be ascertained, any such borrowings
denominated or repayable in a currency other than sterling shall be converted for the
purposes of calculating the sterling equivalent either:(a)at the rate of exchange prevailing on that day in London provided that any of suchborrowings shall be converted at the rate of exchange prevailing in London six
months before such day if thereby such aggregate amount would be less (and sothat for this purpose the rate of exchange shall be taken as the middle market rate
at the close of business as quoted to the Company by such London clearing bank as
it may choose); or(b)

at the rate of exchange specified in a forward purchase contract, currency option,
back-to-back loan, swap or other arrangement taken out or entered into to reduce
the risk associated with fluctuations in rates of exchange in respect of repayment of
those moneys (a "hedging agreement"); or(c)

if repayment of those moneys has not been covered by a hedging agreement, at themore favourable to the Company of:(i)the rate of exchange used for the conversion of that currency in the relevantbalance sheet, or(ii)

if no rate was used, the middle-market rate of exchange quoted by such bankin the City of London as the Directors shall select at the close of business in
London on the date of the relevant balance sheet, or(iii)

if it would result in a lower figure the middle-market rate of exchange quoted
by a bank so selected at the close of business in London on the business day
immediately preceding the day on which the calculation falls to be made.

95.6

If immediately after and as a result only of the acquisition by the Company or any subsidiary
undertaking of immovable property subject to a mortgage or charge, or of a subsidiary withborrowings outstanding at the date of acquisition, the aggregate principal amount to betaken into account above exceeds the limit imposed by this Article, such acquisition shallnot constitute a breach thereof if within twelve months of the acquisition the aggregate
nominal or principal amount to be taken into account as aforesaid is reduced to an amountnot exceeding such limit.

95.7

If, upon the publication of a new audited consolidated balance sheet of the Company andits subsidiary undertakings, it appears that the limit on borrowings has thereby been
30

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exceeded, an amount borrowed equal to the excess may be disregarded until the expiry of
one hundred and eighty days following the date of such publication.
95.8

A certificate or report by the Auditors as to the amount of the Adjusted Capital and Reserves
or the amount of any borrowings or to the effect that the limit imposed by this Article has
not been or will not be exceeded at any particular time or times shall be conclusive evidenceof such amount or fact for the purposes of this Article. However for the purposes of this
Article the Directors may act in reliance on a bona fide estimate of the amount of the
Adjusted Capital and Reserves and if, as a consequence, the limit on borrowings is
inadvertently exceeded an amount equal to the excess may be disregarded until the expiryof one hundred and eighty days following the date which the Directors have become awarethat the limit on borrowings is or may have been exceeded.

95.9

No person dealing with the Company or any of its subsidiary undertakings shall by reasonof the foregoing provision be concerned to see or enquire whether this limit is observed andno debt incurred or security given in excess of such limit shall be invalid or ineffectual unlessthe lender or the recipient of the security had at the time when the debt was incurred or
the security given express notice that the limit hereby imposed had been or would thereby
be exceeded.
POWERS AND DUTIES OF DIRECTORS

96.

Powers of Company vested in the Directors
The business of the Company shall be managed by the Directors, who may exercise all thepowers of the Company subject, nevertheless, to the provisions of these Articles and of the
Statutes, and to such directions as may be given by the Company in general meeting byspecial resolution, provided that no alteration of these Articles and no such direction shallinvalidate any prior act of the Directors which would have been valid if such alteration had
not been made or such direction had not been given. The general powers conferred upon
the Directors by this Article shall not be deemed to be abridged or restricted by any specificpower conferred upon the Directors by any other Article.

97.

Pensions, insurance and gratuities for Directors and others

97.1

The Directors may exercise all the powers of the Company to give or award pensions,annuities, gratuities or other retirement, superannuation, death or disability allowances orbenefits (whether or not similar to the foregoing) to (or to any person in respect of) any
persons who are or have at any time been Directors of the Company or of any body
corporate which is or was a subsidiary undertaking or a parent undertaking of the Company
or another subsidiary undertaking of a parent undertaking of the Company or otherwise
associated with the Company or any such body corporate, or a predecessor in business of
the Company or any such body corporate, and to the spouses, civil partners, former
spouses, former civil partners, children and other relatives and dependants of any such
persons and may establish, maintain, support, subscribe to and contribute to all kinds ofschemes, trusts and funds (whether contributory or non-contributory) for the benefit ofsuch persons as are hereinbefore referred to or any of them or any class of them, and sothat any Director or former Director shall be entitled to receive and retain for his own benefit
any such pension, annuity, gratuity, allowance or other benefit (whether under any such
trust, fund or scheme or otherwise).

97.2

Without prejudice to any other provisions of these Articles, the Directors may exercise all
the powers of the Company to purchase and maintain insurance for or for the benefit of any
persons who are or were at any time directors, a secretary or auditor of, or is or was
employed by, the Company, or of any other body (whether or not incorporated) which is or
was its parent undertaking or subsidiary undertaking or another subsidiary undertaking of
any such parent undertaking (together "Group Companies") or otherwise associated with
the Company or any Group Company or in which the Company or any such Group Company
31

EUS\361830097.02

has or had any interest, whether direct or indirect, or of any predecessor in business of anyof the foregoing, or who are or were at any time trustees of (or directors of trustees of) any
pension, superannuation or similar fund, trust or scheme or any employees' share schemeor other scheme or arrangement in which any employees of the Company or of any suchother body are interested, including (without prejudice to the generality of the foregoing)
insurance against any costs, charges, expenses, losses or liabilities suffered or incurred bysuch persons in respect of any act or omission in the actual or purported execution and/or
discharge of their duties and/or the actual or purported exercise of their powers anddiscretions and/or otherwise in relation to or in connection with their duties, powers oroffices in relation to the Company or any such other body, fund, trust, scheme orarrangement.
97.3

Without prejudice to any other provisions of these Articles, the Directors may exercise all
the powers of the Company to establish, maintain, and contribute to any scheme forencouraging or facilitating the holding of shares in the Company or in any connectedcompany by or for the benefit of current or former directors of the Company or any
connected company or any company otherwise allied or associated with the Company orconnected company or the spouses, civil partners, former spouses, former civil partners,
families, connections or dependants of any such persons and, in connection with any such
scheme, to establish, maintain and contribute to a trust for the purpose of acquiring andholding shares in the Company or any connected company and to lend money to the trusteesof any such trust or to any individual referred to above.

98.

Local boards
The Directors may make such arrangements as they think fit for the management andtransaction of the Company's affairs in the United Kingdom and elsewhere and may fromtime to time and at any time establish any local boards or agencies for managing any of theaffairs of the Company in any specified locality, and may appoint any persons to bemembers of such local board, or any managers or agents, and may fix their remuneration.
The Directors from time to time, and at any time, may delegate to any person so appointed
any of the powers, authorities, and discretions for the time being vested in the Directors(other than the powers of borrowing and of making calls), with power to sub-delegate, andmay authorise the members for the time being of any such local board, or any of them, tofill up any vacancies therein, and to act notwithstanding vacancies; and any suchappointment or delegation may be made on such terms and subject to such conditions as
the Directors may think fit, and the Directors may at any time remove any person so
appointed, and may annul or vary any such delegation.

99.

Attorneys
The Directors may from time to time and at any time by power of attorney or otherwise
appoint any body corporate, firm or person or body of persons, to be the attorney orattorneys or agent or agents of the Company for such purposes and with such powers,
authorities and discretions and for such period and subject to such conditions as they may
think fit, and any such powers of attorney or other appointments may contain suchprovisions for the protection and convenience of persons dealing with any such attorney oragent as the Directors may think fit and may also authorise any such attorney or agent to
sub-delegate all or any of the powers, authorities and discretions vested in him.

100.

Official seal
The Company may exercise the powers conferred by the Statutes with regard to having an
official seal for use abroad and the powers conferred by the Statutes with regard to having
an official seal for sealing securities and for sealing documents creating or evidencing
securities, and such powers shall be vested in the Directors.

32
EUS\361830097.02

101.

Overseas branch register
The Company may exercise the powers conferred upon the Company by the Statutes withregard to the keeping of an overseas branch register, and the Directors may (subject to theprovisions of the Statutes) make and vary such regulations as they may think fit concerning
the keeping of any such register.

102.

Directors' permitted interests and entitlement to vote

102.1

Subject to the provisions of the Statutes, a Director may hold any other office or place ofprofit with the Company, except that of Auditor, in conjunction with the office of Director
and may act by himself or through his firm in a professional capacity for the Company(otherwise than as Auditor), and in any such case on such terms as to remuneration andotherwise as the Directors may decide. Any such remuneration shall be in addition to any
remuneration provided for by any other Article. No Director or intending Director shall bedisqualified by his office from entering into, or being otherwise interested in, any of theforegoing, or any other contract, transaction or arrangement with the Company or in which
the Company has a (direct or indirect) interest. Subject to the provisions of the Statutes
and save as therein provided no such contract, transaction or arrangement shall be liable
to be avoided on the grounds of the Director's interest, nor shall any Director be liable toaccount to the Company for any remuneration or other benefit which derives from any suchcontract, transaction or arrangement or interest by reason of such Director holding that
office or of the fiduciary relationship thereby established, but he shall declare the nature of
his interest in accordance with the requirements of the Statutes.

102.2

Save as herein provided, a Director shall not vote at a meeting of the Directors in respectof any contract, arrangement or transaction whatsoever in which he has an interest whichis to his knowledge a material interest otherwise than by virtue of interests in shares ordebentures or other securities of or otherwise in or through the Company. A Director shallnot be counted in the quorum at a meeting in relation to any resolution on which he isdebarred from voting.

102.3

A Director shall (in the absence of some other material interest than is indicated below) beentitled to vote (and be counted in the quorum) in respect of any resolution concerning anyof the following matters, namely:(a)the giving of any guarantee, security or indemnity in respect of money lent or
obligations incurred by him or by any other person at the request of or for the benefitof the Company or any of its subsidiary undertakings;(b)

the giving of any guarantee, security or indemnity in respect of a debt or obligationof the Company or any of its subsidiary undertakings for which he himself has
assumed responsibility in whole or in part under a guarantee or indemnity or by thegiving of security;(c)

any proposal concerning an offer of securities of or by the Company or any of its
subsidiary undertakings in which offer he is or may be entitled to participate as aholder of securities or in the underwriting or sub-underwriting of which he is toparticipate;(d)

any contract, arrangement or transaction concerning any other body corporate inwhich he is interested, directly or indirectly and whether as an officer or shareholder
or otherwise howsoever, provided that he does not to his knowledge hold an interest(within the meaning of sections 820 to 825 of the 2006 Act) in one per cent or moreof any class of the equity share capital of such body corporate or of the voting rights
available to members of the relevant body corporate;33
EUS\361830097.02

(e)any contract, arrangement or transaction for the benefit of employees of theCompany or any of its subsidiary undertakings which does not accord to him any
privilege or advantage not generally accorded to the employees to whom the scheme
relates;(f)

any contract, arrangement or transaction concerning any insurance which theCompany is to purchase and/or maintain for, or for the benefit of, any Directors or
persons including Directors;(g)

the giving of an indemnity pursuant to Article 155; and(h)the provision of funds to any Director to meet, or the doing of anything to enable a
Director to avoid incurring, expenditure of the nature described in section 205(1) or
206 of the 2006 Act.

102.4

A Director shall not vote or be counted in the quorum on any resolution at any meeting of
the Directors concerning his own appointment as the holder of any office or place of profit
with the Company or any company in which the Company is interested including fixing orvarying the terms of his appointment or the termination thereof.

102.5

Where proposals are under consideration concerning the appointment (including fixing orvarying the terms of appointment) of two or more Directors to offices or employments with
the Company or any body corporate in which the Company is interested, such proposals
may be divided and considered in relation to each Director separately and in such cases
each of the Directors concerned (if not debarred from voting under Article 102.3(d)) shallbe entitled to vote (and be counted in the quorum) in respect of each resolution except thatconcerning his own appointment.

102.6

If any question shall arise at any meeting of the Directors as to an interest or as to theentitlement of any Director to vote and such question is not resolved by his voluntarily
agreeing to abstain from voting, such question shall be referred to the chairman of themeeting and his ruling in relation to any Director other than himself shall be final andconclusive except in a case where the nature or extent of the interests of the Director
concerned have not been fairly disclosed.

102.7

Subject to the provisions of the Statutes the Company may by ordinary resolution suspendor relax the provisions of this Article to any extent or ratify any contract, arrangement ortransaction not duly authorised by reason of a contravention of this Article.

102.8

(a)

For the purposes of Section 175 of the 2006 Act, the Directors may authorise any
matter proposed to them in accordance with these Articles which would, if not so
authorised, constitute or give rise to an infringement of duty by a Director under that
Section.

(b)

Authorisation of a matter under sub-paragraph (a) of this paragraph of this Article
shall be effective only if:(i)the matter in question shall have been proposed by any person for
consideration at a meeting of the Directors, in accordance with the Directors
procedures, if any, for the time being relating to matters for consideration by
the Directors or in such other manner as the Directors may approve;(ii)

any requirement as to the quorum at the meeting of the Directors at which
the matter is considered is met without counting the Director in question andany other interested Director (together the "Interested Directors"); and34
EUS\361830097.02

(iii)

the matter was agreed to without the Interested Directors voting or would
have been agreed to if the votes of the Interested Directors had not beencounted.

(c)

Any authorisation of a matter pursuant to sub-paragraph (a) of this paragraph ofthis Article shall extend to any actual or potential conflict of interest which may
reasonably be expected to arise out of the matter so authorised.

(d)

Any authorisation of a matter under sub-paragraph (a) of this paragraph of this
Article shall be subject to such conditions or limitations as the Directors may specify,
whether at the time such authorisation is given or subsequently, and may beterminated or varied by the Directors at any time. A Director shall comply with any
obligations imposed on him by the Directors pursuant to any such authorisation.

(e)

A Director shall not, by reason of his office or the fiduciary relationship thereby
established, be accountable to the Company for any remuneration or other benefit
which derives from any matter authorised by the Directors under sub-paragraph (a)of this paragraph of this Article and any contract, transaction or arrangement relating
thereto shall not be liable to be avoided on the grounds of any such remuneration orother benefit or on the ground of the Director having any interest as referred to in
the said section 175.

(f)

A Director shall be under no duty to the Company with respect to any information
which he obtains or has obtained otherwise than as a director or officer or employeeof the Company and in respect of which he owes a duty of confidentiality to anotherperson. However, to the extent that his connection with that other person conflicts,
or possibly may conflict, with the interests of the Company, this sub-paragraph (f)of this paragraph of this Article applies only if the existence of that connection has
been authorised by the Directors under sub-paragraph (a) of this paragraph of this
Article. In particular, the Director shall not be in breach of the general duties he owes
to the Company by virtue of sections 171 to 177 of the 2006 Act because he fails:

(g)

(i)

to disclose any such information to the Directors or to any Director or otherofficer or employee of the Company; and/or(ii)

to use any such information in performing his duties as a Director or officer
or employee of the Company.

Where the existence of a Director's connection with another person has beenauthorised by the Directors under sub-paragraph (a) of this paragraph of this Article
and his connection with that person conflicts, or possibly may conflict, with theinterests of the Company, the Director shall not be in breach of the general duties
he owes to the Company by virtue of sections 171 to 177 of the 2006 Act because
he:(i)absents himself from meetings of the Directors or any committee thereof atwhich any matter relating to the conflict of interest or possible conflict ofinterest will or may be discussed or from the discussion of any such matter ata meeting or otherwise; and/or(ii)

makes arrangements not to receive documents and information relating to
any matter which gives rise to the conflict of interest or possible conflict ofinterest sent or supplied by the Company and/or for such documents andinformation to be received and read by a professional adviser,

for so long as he reasonably believes such conflict of interest (or possible conflict ofinterest) subsists.
35
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(h)

(i)

103.

The provisions of sub-paragraphs (f) and (g) of this paragraph of this Article arewithout prejudice to any equitable principle or rule of law which may excuse the
Director from:(i)disclosing information, in circumstances where disclosure would otherwise berequired under these Articles or otherwise; or(ii)attending meetings or discussions or receiving documents and information as
referred to in sub-paragraph (g) of this paragraph of this Article, incircumstances where such attendance or receiving such documents andinformation would otherwise be required under these Articles.

For the purposes of this Article, a conflict of interest includes a conflict of interestand duty and a conflict of duties.

Exercise of Company's voting powers
The Directors may exercise or procure the exercise of the voting rights conferred by theshares in any other body corporate held or owned by the Company or any power of
appointment in relation to any other body corporate, and may exercise any voting rights or
power of appointment to which they are entitled as directors of such other body corporate,
in such manner as they shall in their absolute discretion think fit, including the exercise
thereof in favour of appointing themselves or any of them as directors, officers or servantsof such other body corporate, and fixing their remuneration as such, and may vote as
Directors of the Company in connection with any of the matters aforesaid.

104.

Signing of cheques etc.
All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments,
and all receipts for monies paid to the Company, shall be signed, drawn, accepted,endorsed, or otherwise executed, as the case may be, in such manner as the Directors shallfrom time to time determine.

105.

Minutes

105.1

The Directors shall cause minutes to be recorded:

105.2

(a)

of all appointments of officers made by the Directors;(b)of the names of the Directors present at each meeting of the Directors and of any
committee of the Directors; and(c)of all resolutions and proceedings at all meetings of the Company, and of the
Directors, and of committees of Directors.

It shall not be necessary for Directors present at any meeting of Directors or committee of
Directors to sign their names in any minute book or other book kept for recording
attendance. Minutes recorded as aforesaid, if purporting to be signed by the chairman of
the meeting, or by the chairman of the next succeeding such meeting, shall be receivableas evidence of the matters stated in such minutes.
DISQUALIFICATION OF DIRECTORS

106.

Vacation of a Director's office
The office of a Director shall be vacated in any of the following events, namely:

36
EUS\361830097.02

106.1

if a bankruptcy order is made against him or he makes any arrangement or composition
with his creditors generally;

106.2

if he becomes prohibited by law from acting as a Director;

106.3

if a registered medical practitioner who has examined him gives a written opinion to theCompany stating that he has become physically or mentally incapable of acting as a director
and may remain so for more than three months and the Directors resolve that his office bevacated;106.4

if he resigns his office by notice to the Company or offers to resign and the Directors resolveto accept such offer;

106.5

if, not having leave of absence from the Directors, he and his alternate (if any) fail to attend
the meetings of the Directors for six successive months, unless prevented by illness,
unavoidable accident or other cause which may seem to the Directors to be sufficient, andthe Directors resolve that his office be vacated;

106.6

if, by notice in writing delivered to or received at the Office or, in the case of a notice inelectronic form, at such address (if any) specified by the Directors for that purpose ortendered at a meeting of the Directors, his resignation is requested by not less than threequarters of the other Directors (but so that this shall be without prejudice to any claim such
Director may have for damages for breach of any contract of service between him and theCompany).
RETIREMENT AND SUBMISSION FOR RE-ELECTION OF DIRECTORS

107.

Regular submission of Directors for re-election
At every annual general meeting, there shall retire from office any Director who shall havebeen a Director at each of the preceding two annual general meetings and who was notappointed or re-appointed by the Company in general meeting at, or since, either suchmeeting. A retiring Director shall be eligible for re-appointment. A Director retiring at a
meeting shall, if he is not re-appointed at such meeting, retain office until the meeting
appoints someone in his place, or if it does not do so, until the conclusion of such meeting.

108.

Appointment of Directors by separate resolution
A single resolution for the appointment of two or more persons as Directors shall not be put
at any general meeting, unless an ordinary resolution that it should be so put has first been
agreed to by the meeting without any vote being given against it.

109.

Persons eligible for appointment
No person other than a Director retiring at the meeting shall, unless recommended by the
Directors, be eligible for appointment to the office of Director at any general meeting unless
not less than seven nor more than 42 days before the date appointed for the meeting there
shall have been left at the Office notice in writing, signed by a Member duly qualified toattend and vote at such meeting, of his intention to propose such person for appointment,
and also notice in writing signed by that person of his willingness to be appointed.

110.

Casual vacancies and additional Directors - powers of Company
Subject as aforesaid, the Company may from time to time by ordinary resolution appoint a
person who is willing to act to be a Director either to fill a casual vacancy or as an additional
Director.

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111.

Casual vacancies and additional Directors - powers of Directors
The Directors shall have power at any time, and from time to time, to appoint any person
to be a Director of the Company, either to fill a casual vacancy or as an addition to theexisting Directors, but so that the total number of Directors shall not at any time exceed
the maximum number, if any, fixed by or pursuant to these Articles. Any Director so
appointed shall hold office only until the next following annual general meeting, and shallthen be eligible for reappointment. If not reappointed at such meeting, he shall vacate officeat the conclusion thereof.

112.

Power of removal by ordinary resolution
The Company may by ordinary resolution, of which special notice has been given inaccordance with the provisions of the Statutes, remove any Director before the expirationof his period of office notwithstanding anything in these Articles or in any agreement
between the Company and such Director. Such removal shall be without prejudice to any
claim such Director may have for damages for breach of any contract of service between
him and the Company.

113.

Appointment of replacement Director
Subject to Article 109, the Company may by ordinary resolution appoint another person inplace of a Director removed from office under the immediately preceding Article.
PROCEEDINGS OF DIRECTORS

114.

Board meetings and participation
The Directors may meet for the despatch of business, adjourn and otherwise regulate their
meetings as they think fit. Without prejudice to the foregoing, all or any of the Directors orof the members of any committee of the Directors may participate in a meeting of the
Directors or of that committee by means of a conference telephone or any communicationequipment which allows all persons participating in the meeting to hear each other and toaddress each other. A person so participating shall be deemed to be present in person at
the meeting and shall be entitled to vote and be counted in the quorum accordingly. Sucha meeting shall be deemed to take place where the largest group of those participating isassembled, or, if there is no such group, where the chairman of the meeting is then present.
The word "meeting" in these Articles shall be construed accordingly.

115.

Quorum at board meetings
The Directors may determine the quorum necessary for the transaction of business. Until
otherwise determined two Directors shall constitute a quorum.

116.

Voting at board meetings
Questions arising at any meeting shall be decided by a majority of votes. In case of an
equality of votes, the chairman of the meeting shall have a second or casting vote. A
Director may, and the Secretary on the requisition of a Director shall, at any time summon
a meeting of the Directors. Any Director may waive notice of any meeting and any such
waiver may be retrospective.

117.

Notice of board meetings
Notice of a meeting of the Directors shall be deemed to be duly given to a Director if it isgiven to him personally or by word of mouth or sent in writing to him at his last known
address or any other address given by him to the Company for this purpose or sent inelectronic form to such address (if any) for the time being specified by him or on his behalf
38

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to the Company for that purpose. A Director absent or intending to be absent from theUnited Kingdom may request the Directors that notices of meetings of the Directors shallduring his absence be sent in writing to him to such address given by him to the Company
for this purpose, whether or not out of the United Kingdom, or be sent by electronic means
to such address (if any) for the time being notified by him to the Company for that purpose.
If no such request is made to the Directors, it shall not be necessary to send notice of ameeting of the Directors to any Director who is for the time being absent from the United
Kingdom.
118.

Directors below minimum
The continuing Directors or sole continuing Director may act notwithstanding any vacancy
in their body, but, if and so long as their number is reduced below the number fixed by or
pursuant to these Articles as the necessary quorum of Directors, the continuing Directors
or Director may act for the purpose of increasing the number of Directors to that number,or of summoning a general meeting of the Company, but for no other purpose.

119.

Appointment of chairman and deputy chairman of meetings
The Directors may elect one of their number as a chairman of their meetings, and one of
their number to be the deputy chairman of their meetings and may at any time remove
either of them from such office; but if no such chairman or deputy chairman is elected, orif at any meeting neither the chairman nor the deputy chairman is present within fiveminutes after the time appointed for holding the meeting and willing to act, the Directors
present shall choose one of their number to be chairman of such meeting.

120.

Delegation of Directors' powers to committees and otherwise
The Directors may delegate any of their powers or discretions (including without prejudice
to the generality of the foregoing all powers and discretions whose exercise involves or may
involve any payment to or the conferring of any other benefit on all or any of the Directors)
to committees consisting of one or more members of their body and (if thought fit) one ormore other persons co-opted as hereinafter provided. Insofar as any such power ordiscretion is delegated to a committee any reference in these Articles to the exercise by the
Directors of such power or discretion shall be read and construed as if it were a reference
to the exercise of such power or discretion by such committee. Any committee so formed
shall in the exercise of the powers and discretions so delegated conform to any regulations
that may from time to time be imposed by the Directors in default of which the meetingsand proceedings of a committee consisting of more than one member shall be governedmutatis mutandis by the provisions of these Articles regulating the proceedings andmeetings of the Directors. Any such regulations may provide for or authorise the co-option
to the committee of persons other than Directors and for such co-opted members to havevoting rights as members of the committee.
Any such delegation shall, in the absence of express provision to the contrary in the termsof delegation, be deemed to include authority to sub-delegate to one or more Directors(whether or not acting as a committee) or to any employee or agent of the Company all or
any of the powers and discretions delegated and may be made subject to such conditions
as the Directors may specify, and may be revoked or altered.

121.

Validity of Directors' acts
All acts done by any meeting of the Directors or of a committee of the Directors or by any
person acting as a Director or as a member of a committee shall, notwithstanding that it beafterwards discovered that there was some defect in the appointment or continuance in
office of any of the persons acting as aforesaid, or that any of such persons were disqualified
from holding office or not entitled to vote on the matter in question, or had in any way
vacated office, be as valid as if every such person had been duly appointed or had duly
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continued in office and was qualified and had continued to be a Director or member of thecommittee and was entitled to vote.
122.

Written resolution of Directors
A resolution in writing, signed or otherwise agreed to by all those Directors for the time
being entitled to receive notice of a meeting of the Directors or by all the members of acommittee for the time being entitled to receive notice of a committee meeting, (in eachcase) who would have been entitled to vote on the resolution at a meeting of the Directors
or of such committee shall be as valid and effective for all purposes as a resolution passed
at a meeting duly convened and held, and may consist of two or more documents in likeform each signed or agreed to by one or more of such Directors or members of suchcommittee, provided that all those signing or agreeing to the resolution would have formed
a quorum at such a meeting. Such a resolution in writing need not be signed or agreed toby an alternate Director if it is signed or agreed to by the Director who appointed him.
MANAGING AND EXECUTIVE DIRECTORS

123.

Appointment of executive Directors
Subject to the provisions of the Statutes, the Directors may from time to time appoint one
or more of their body to the office of Managing Director or to hold such other executive
office in relation to the management of the business of the Company as they may decide,for such period and on such terms as they think fit, and, subject to the terms of any service
contract entered into in any particular case and without prejudice to any claim for damages
such Director may have for breach of any such service contract, may revoke suchappointment. Without prejudice to any claim for damages such Director may have for breachof any service contract between him and the Company, his appointment shall be
automatically determined if he ceases from any cause to be a Director.

124.

Remuneration of executive Directors
The salary or remuneration of any Managing Director or other executive Director of theCompany shall, subject as provided in any contract, be such as the Directors may from time
to time determine, and may either be a fixed sum of money, or may altogether or in partbe governed by the business done or profits made, and may include the making ofprovisions for the payment to him, his widow or other dependants, of a pension on
retirement from the office or employment to which he is appointed and for the participationin pension and life assurance and other benefits, or may be upon such other terms as the
Directors determine.

125.

Powers of executive Directors
The Directors may entrust to and confer upon a Managing Director or other executive
Director any of the powers and discretions exercisable by them upon such terms andconditions and with such restrictions as they may think fit, and either collaterally with or to
the exclusion of their own powers and discretions and may from time to time revoke,
withdraw, alter or vary all or any of such powers or discretions. Any such delegation shall,in the absence of express provision to the contrary in the terms of delegation, be deemed
to include authority to sub-delegate to one or more Directors (whether or not acting as acommittee) or to any employee or agent of the Company all or any of the powers anddiscretions delegated and may be made subject to such conditions as the Directors may
specify and may be revoked or altered.

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SECRETARY
126.

Appointment and removal of Secretary
Subject to the provisions of the Statutes, the Secretary shall be appointed by the Directors
for such term, at such remuneration and upon such conditions as they think fit and any
Secretary may be removed by them.
THE SEAL127.

Use of Seal
The Directors shall provide for the safe custody of the Seal and any official seal kept under
section 50 of the 2006 Act, and neither shall be used without the authority of the Directors
or of a committee of the Directors authorised by the Directors in that behalf. Every
instrument to which either shall be affixed shall be signed autographically by one Director
and the Secretary or by two Directors or as otherwise determined by the Directors, savethat as regards any certificates for shares or debentures or other securities of the Company
to which the official seal is applied, the Directors may by resolution determine that suchsignatures or either of them shall be dispensed with or affixed by some mechanical orelectronic or other means or may be printed on them.
RESERVE

128.

Establishment of reserve
The Directors may from time to time set aside out of the profits of the Company such sums
as they think proper as a reserve or reserves which shall, at the discretion of the Directors,
be applicable for any purpose to which the profits of the Company may be properly applied,and pending such application may, at the like discretion, either be employed in the businessof the Company or be invested in such investments as the Directors think fit. The Directors
may divide the reserve into such special funds as they think fit, and may consolidate into
one fund any special funds or any parts of any special funds into which the reserve may
have been divided as they think fit. The Directors may also without placing the same toreserve carry forward any profits which they may think prudent not to divide.
DIVIDENDS

129.

Declarations of dividends by Company
The Company in general meeting may declare dividends, but no dividend shall exceed theamount recommended by the Directors.

130.

Payment of interim and fixed dividends by Directors
Subject to the provisions of the Statutes, the Directors:(a)may from time to time pay such interim dividends as they think fit;(b)

may also pay the fixed dividends payable on any shares of the Company half-yearlyor otherwise on fixed dates.

If the Directors act in good faith, they shall not incur any liability to the holders of sharesconferring preferred rights for any loss they may suffer in consequence of the payment of
an interim dividend on any shares having non-preferred or deferred rights.

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131.

Restrictions on dividends and currency of dividends
No dividend or interim dividend shall be paid otherwise than in accordance with theprovisions of the Statutes. Subject to the terms of issue of any share, dividends may bedeclared or paid in any currency or currencies determined by the Directors, and the
Directors may decide the basis of conversion for any currency conversion that may berequired and how any costs involved are to be met.

132.

Calculation of dividends
Subject to the Statutes, and to the rights of persons, if any, entitled to shares with any
priority, preference or special rights as to dividend, all dividends shall be declared and paid
according to the amounts paid up on the shares in respect whereof the dividend is paid, but
no amount paid up on a share in advance of calls shall be treated for the purpose of this
Article as paid up on the share. All dividends shall be apportioned and paid proportionately
to the amounts paid up on the shares during any portion or portions of the period in respectof which the dividend is paid; but if any share is issued on terms providing that it shall rankfor dividend as if paid up in full or in part from a particular date, whether past or future,such share shall rank for dividend accordingly.

133.

Deductions of amounts due on shares and waiver of dividends

133.1

The Directors may deduct from any dividend or other monies payable to any Member on or
in respect of a share all sums of money (if any) presently payable by him to the Company
on account of calls or otherwise in relation to shares of the Company.

133.2

The waiver in whole or in part of any dividend on any share by any document (whether or
not under seal) shall be effective only if such document is signed by the shareholder (or the
person entitled to the share in consequence of the death or bankruptcy of the holder orotherwise by operation of law) and delivered to the Company and if or to the extent thatthe same is accepted as such or acted upon by the Company.

134.

Dividends other than in cash
Any general meeting declaring a dividend may, upon the recommendation of the Directors,
direct payment of such dividend wholly or in part by the distribution of specific assets andin particular of paid up shares or debentures of any other body corporate, and the Directors
shall give effect to such direction. Where any difficulty arises in regard to such distribution,
the Directors may settle the same as they think expedient, and in particular may issue
fractional certificates and fix the value for distribution of such specific assets or any part
thereof and may determine that cash payments shall be made to any Members upon thefooting of the value so fixed in order to adjust the rights of all parties, and may vest any
such specific assets in trustees as may seem expedient to the Directors.

135.

Payment procedure

135.1

All dividends and other distributions shall be paid (subject to any lien of the Company) tothose Members whose names shall be on the Register at the date at which such dividend
shall be declared or at such other time and/or date as the Company by ordinary resolution
or the Directors may determine.

135.2

Where a dividend or other monies which is a distribution is payable in respect of a share, itmay, subject to Article 135.3, be paid by one or more of the following means:(a)transfer to a bank or building society account specified by the distribution recipient
either in writing or as the Directors may otherwise decide;

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135.3(b)sending a cheque made payable to, or to the order of, the distribution recipient (orto, or to the order of, such person as the distribution recipient has specified either inwriting or as the Directors may otherwise decide) by post to the distribution recipientat the distribution recipient's registered address or to such person at such address
as the distribution recipient has specified either in writing or as the Directors mayotherwise decide;(c)by means of a relevant system in respect of shares in uncertificated form in suchmanner as may be consistent with the facilities and requirements of the relevant
system or as the Directors may otherwise decide; or(d)by any electronic or other means as the Directors may decide, to an account, or inaccordance with the details, specified by the distribution recipient either in writing oras the Directors may otherwise decide.

In respect of the payment of any dividend or other monies which is a distribution, theDirectors may decide, and notify distribution recipients, that:(a)one or more of the means described in Article 135.2 will be used for payment and a
distribution recipient may elect to receive the payment by one of the means so
notified in the manner prescribed by the Directors;(b)

one or more of such means will be used for the payment unless a distribution
recipient elects otherwise in the manner prescribed by the Directors; or(c)one or more of such means will be used for the payment and that distribution
recipients will not be able to elect otherwise.

The Directors may for this purpose decide that different methods of payment may apply todifferent distribution recipients or groups of distribution recipients.
135.4

Payment of any dividend or other monies which is a distribution is made at the risk of the
distribution recipient. The Company is not responsible for a payment which is lost or
delayed. Payment, in accordance with these Articles, of any cheque by the bank upon which
it is drawn, or the transfer of funds by any means, or (in respect of shares in uncertificatedform) the making of payment by means of a relevant system, shall be a good discharge to
the Company.

135.5

In the event that:(a)a distribution recipient does not specify an address, or does not specify an accountof a type prescribed by the Directors, or other details necessary in order to make apayment of a dividend or other distribution by the means by which the Directors
have decided in accordance with this Article that a payment is to be made, or bywhich the distribution recipient has elected to receive payment, and such address ordetails are necessary in order for the Company to make the relevant payment inaccordance with such decision or election; or(b)if payment cannot be made by the Company using the details provided by the
distribution recipient,then the dividend or other distribution shall be treated as unclaimed for the purposes ofthese Articles.
135.6

In these Articles, "the distribution recipient" means, in respect of a share in respect of which
a dividend or other monies is payable:(a)the holder of the share; or
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136.

(b)

if the share has two or more joint holders, all of such holders or any one of suchholders or whichever of them is named first in the register of members (as the
Directors may decide, and they may decide differently for different references above
to "distribution recipient"); or(c)

if the holder is no longer entitled to the share by reason of death or bankruptcy, orotherwise by operation of law, the transmittee(s).

Interest
Subject to the rights attaching to, or the terms of issue of, any shares, no dividend or othermonies payable on or in respect of a share shall bear interest against the Company.

137.

Forfeiture of dividends
All dividends or other sums payable on or in respect of any share which remain unclaimed
may be invested or otherwise made use of by the Directors for the benefit of the Company
until claimed. All dividends unclaimed for a period of 12 years or more after becoming due
for payment shall be forfeited and shall revert to the Company. The payment of any
unclaimed dividend or other sum payable by the Company on or in respect of any shareinto a separate account shall not constitute the Company a trustee thereof.
CAPITALISATION OF PROFITS AND SCRIP DIVIDENDS

138.

Power to capitalise
Subject to the provisions of Article 139, the Directors may capitalise any part of the amountfor the time being standing to the credit of any of the Company's reserve accounts (including
any share premium account, capital redemption reserve and redenomination reserve) or tothe credit of the profit and loss or retained earnings account (in each case, whether or not
such amounts are available for distribution), and appropriate the sum resolved to becapitalised either:138.1

to the holders of ordinary shares (on the Register at such time and on such date as may be
specified in, or determined as provided in, the resolution of the general meeting granting
authority for such capitalisation) who would have been entitled thereto if distributed by way
of dividend and in the same proportions (including, for this purpose, any shares in the
Company held as treasury shares, as if the restriction on payment of dividends in the
Statutes did not apply); and the Directors shall apply such sum on their behalf either in or
towards paying up any amounts, if any, for the time being unpaid on any shares held bysuch holders of ordinary shares respectively or in paying up in full at par new shares ordebentures of the Company to be allotted credited as fully paid up to such holders ofordinary shares in the proportions aforesaid, or partly in the one way and partly in theother; or138.2

to such holders of ordinary shares who may, in relation to any dividend or dividends, validly
accept an offer or offers on such terms and conditions as the Directors may determine (andsubject to such exclusions or other arrangements as the Directors may consider necessaryor expedient to deal with legal or practical problems in respect of overseas shareholders orin respect of shares represented by depository receipts) to receive new ordinary shares,
credited as fully paid up, in lieu of the whole or any part of any such dividend or dividends(any such offer being called a "Scrip Dividend Offer"); and the Directors shall apply such
sum on their behalf in paying up in full at par new shares (in accordance with the terms,
conditions and exclusions or other arrangements of the Scrip Dividend Offer) to be allotted
credited as fully paid up to such holders respectively.

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139.

Authority required

139.1

The authority of the Company in general meeting shall be required before the Directors
implement any Scrip Dividend Offer (which authority may extend to one or more offers).

139.2

The authority of the Company in general meeting shall be required for any capitalisation
pursuant to Article 138.1 above.

139.3

A share premium account, a capital redemption reserve and a redenomination reserve andany other amounts which are not available for distribution may only be applied in the paying
up of new shares to be allotted to holders of ordinary shares of the Company credited as
fully paid up.

140.

Provision for fractions etc.
Whenever a capitalisation requires to be effected, the Directors may do all acts and things
which they may consider necessary or expedient to give effect thereto, with full power tothe Directors to make such provision as they think fit for the case of shares or debentures
becoming distributable in fractions (including provisions whereby fractional entitlements are
disregarded or the benefit thereof accrues to the Company rather than to the Members
concerned) and also to authorise any person to enter on behalf of all Members concerned
into an agreement with the Company providing for any such capitalisation and matters
incidental thereto and any agreement made under such authority shall be effective andbinding on all concerned.
ACCOUNTING RECORDS

141.

Accounting records to be kept
The Directors shall cause accounting records to be kept in accordance with the provisionsof the Statutes.

142.

Location of accounting records
The accounting records shall be kept at the Office or, subject to the provisions of the
Statutes, at such other place or places as the Directors think fit.

143.

Inspection of accounting records
The accounting records shall always be open to the inspection of the officers of theCompany.

144.

Power to extend inspection to Members
The Directors shall from time to time determine whether and to what extent and at whattimes and places and under what conditions or regulations the accounting records of theCompany or any of them shall be open to the inspection of Members not being Directors.

145.

Limit on Members' right to inspect
No Member (not being a Director) shall have any right of inspecting any account or book or
document or information of the Company except as conferred by statute or authorised by
the Directors or by the Company in general meeting.

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AUDIT
146.

Appointment of Auditors
Auditors shall be appointed and their duties regulated in accordance with the provisions of
the Statutes.
NOTICES147.

Service of notice and curtailment of postal service

147.1

A notice or other document (including a share certificate) or information may be given,sent, supplied, delivered or provided by the Company to any Member in accordance withthe 2006 Act, subject to these Articles. The Company may at any time and in its sole
discretion choose to give, send, supply, deliver or provide any notice, document or
information in hard copy form alone to some or all members.

147.2

If at any time by reason of the suspension or any curtailment of postal services in the United
Kingdom or any part of the United Kingdom, or of services for delivery by electronic means,
the Company is unable in the opinion of the Directors effectively to convene a general
meeting by notices sent through the post (or by notification by post as to the availability of
the notice of meeting on a website) or (in the case of those Members in respect of whom
an address has for the time being been notified to the Company, in a manner specified by
the Directors, for the purpose of giving notices by electronic means) by electronic means,
the Directors may decide that the only persons to whom notice of the affected general
meeting must be sent are:(a)the Directors;(b)

the Company's auditors;(c)those Members to whom notice to convene the general meeting can validly be sentby electronic means; and(d)those Members to whom notice to convene the general meeting can validly be sentby means of a website and to whom notification as to the availability of the notice ofmeeting on a website can validly be sent by electronic means.

In any such case the Company shall:(i)send confirmatory copies of the notice (or a confirmatory notification as to theavailability of the notice on the Company's website in the case of thoseMembers to whom notice to convene the general meeting can validly be sentby means of a website but to whom notification as of the availability of thenotice of meeting on a website cannot validly be sent by electronic means) bypost or (as the case may be) by electronic means if, at least seven days prior
to the date of the general meeting, the posting of notices to addresses
throughout the United Kingdom or (as the case may be) the sending of notices
by electronic means again becomes, in the opinion of the Directors,
practicable;(ii)

advertise the notice of meeting in at least one national newspaper; and(iii)

make the notice of meeting available on its website from the day the notice
was sent until the conclusion of the meeting or any adjournment thereof.

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148.

Members resident abroad
A Member who has no registered address within the United Kingdom, and has not supplied
to the Company an address (not being an address for communication by electronic means)
within the United Kingdom at which notices or other documents or information may be given
to him, shall not be entitled to receive any notice or other documents or information fromthe Company.

149.

Notice deemed served

149.1

Where a notice or other document or information is given, sent, supplied, delivered orprovided by the Company by post, service of the notice or other document or information
shall be deemed to be effected by properly addressing, prepaying, and posting it, or a lettercontaining the notice or other document or information, and to have been effected at thelatest at the expiration of 24 hours after posting if first-class post was used and at the latest
at the expiration of 48 hours after posting if first-class post was not used. In proving suchservice it shall be sufficient to prove that the notice, document or information, or the lettercontaining the same, was properly addressed and put in the post with postage paid.

149.2

Where a notice or other document or information is given, sent, supplied, delivered orprovided by the Company by electronic means (other than a website), service of the noticeor other document or information shall be deemed to be effected by sending it by electronicmeans to an address for the time being notified to the person giving the notice or otherdocument or information or as otherwise permitted by the Statutes for that purpose, andto have been effected at the latest at the expiration of 24 hours from when it was sent
(even if the Company subsequently sends a hard copy of such notice, document or
information by post).

149.3

Where a notice or other document or information is sent or supplied by means of a website,
it shall be deemed to have been received by the intended recipient:

150.

(a)

when the material was first made available on the website; or(b)

if later, when the recipient received (or is deemed to have received) notice of thefact that the material was available on the website.

Notice to joint holders
A notice or other document or information may be given, sent, supplied, delivered orprovided by the Company to the joint holders of a share by giving, sending, supplying,delivering or providing the notice or other document or information to the joint holder first
named in the Register in respect of the share.
Anything to be agreed or specified by joint holders of a share may be agreed or specified
by any of the joint holders (and any such agreement or specification shall be deemed forall purposes to be agreed or specified by all the joint holders) unless the Directors require
it to be agreed or specified by all the joint holders or by the joint holder first named in theRegister in respect of the share.

151.

Service of notice on persons entitled by transmission
A notice or other document or information may be given, sent, supplied, delivered orprovided by the Company to the persons entitled to a share in consequence of the death or
bankruptcy of a Member or otherwise by operation of law by giving, sending, supplying,delivering or providing it addressed to them by name, or by the title of representatives ofthe deceased, or trustee of the bankrupt, or by any like description, to the address, if any,
within the United Kingdom supplied for the purpose by the persons claiming to be so entitledor (until such an address has been so supplied) by giving, sending, supplying, delivering or
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providing the notice or other document or information in any manner in which the samemight have been given, sent, supplied, delivered or provided if the death or bankruptcy orother event had not occurred.
ELECTRONIC COMMUNICATION
152.

Electronic Communication
Notwithstanding anything in these Articles to the contrary:152.1

Any document or information to be given, sent, supplied, delivered or provided to any
person by the Company, whether pursuant to these Articles, the Statutes or otherwise, isalso to be treated as given, sent, supplied, delivered or provided where it is made available
on a website, or is sent in electronic form, in the manner provided by the 2006 Act for the
purposes of the 2006 Act (subject to the provisions of these Articles).
For the purposes of paragraph 10(2)(b) of schedule 5 to the 2006 Act, the Company may
give, send, supply, deliver or provide documents or information to Members by making
them available on a website.
For the purposes of paragraph 6.1.8R(1) of the Disclosure and Transparency Rules, theCompany may use electronic means (as defined therein) to convey information or
documents to Members or holders of debt securities (as defined therein).

152.2

The Directors may from time to time make such arrangements or regulations (if any) as
they may from time to time in their absolute discretion think fit in relation to the giving ofnotices or other documents or information by electronic means by or to the Company andotherwise for the purpose of implementing and/or supplementing the provisions of these
Articles and the Statutes in relation to electronic means; and such arrangements andregulations (as the case may be) shall have the same effect as if set out in this Article.
PROVISION FOR EMPLOYEES

153.

Provision for employees
The power conferred by section 247 of the 2006 Act to make provision for the benefit of
persons employed or formerly employed by the Company or any of its subsidiaries, inconnection with the cessation or the transfer to any person of the whole or part of theundertaking of the Company or any subsidiary shall only be exercised by the Company withthe prior sanction of a special resolution. If at any time the capital of the Company is divided
into different classes of shares, the exercise of such power as aforesaid shall be deemed to
be a variation of the rights attached to each class of shares in issue and shall accordingly
require either (i) the prior consent in writing of the holders of at least three-quarters of thenominal value of the issued shares or (ii) the prior sanction of a special resolution passed
at a separate general meeting of the holders of the shares of each class, in accordance withthe provisions of Article 16.
WINDING UP

154.

Distribution of assets
If the Company shall be wound up the liquidator may, subject to the Statutes, with the
sanction of a special resolution of the Company and any other sanction required by the
Statutes, divide amongst the Members in specie or in kind the whole or any part of theassets of the Company (whether they shall consist of property of the same kind or not) andmay, for such purpose, set such value as he deems fair upon any property to be divided as
aforesaid and may determine how such division shall be carried out as between the Members
or different classes of Members. The liquidator may, with the like sanction, vest the whole48

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or any part of such assets in trustees upon such trusts for the benefit of the contributories
as the liquidator, with the like sanction, shall think fit, but so that no Member shall becompelled to accept any shares or other securities or other assets whereon there is any
liability.
INDEMNITY
155.

Indemnity of directors
Subject to the provisions of the Statutes (but so that this Article does not extend to any
matter insofar as it would cause this Article or any part of it to be void under the Statutes)
but without prejudice to any indemnity to which the person concerned may otherwise beentitled, every person who is or was at any time a director, alternate director, secretary orother officer of the Company or any Group Company (as defined in Article 97.2) may be
indemnified out of the assets of the Company against all costs, charges, expenses, losses
or liabilities (together "Liabilities") which he may sustain or incur in or about the actualor purported execution and/or discharge of his duties (including those duties, powers anddiscretions in relation to any Group Company (as defined in Article 97.2) or any company
that is a trustee of an occupational pension scheme (as defined in section 235(6) of the2006 Act)) and/or the actual or purported exercise of his powers or discretions and/or
otherwise in relation thereto or in connection therewith, including (without prejudice to thegenerality of the foregoing) any Liability suffered or incurred by him in disputing, defending,investigating or providing evidence in connection with any actual or threatened or alleged
claims, demands, investigations, or proceedings, whether civil, criminal, or regulatory or inconnection with any application under section 661(3) or (4) or section 1157 of the 2006
Act.

156.

Funding of expenditure
The Company may also provide funds to any director of the Company or of any Group
Company (as defined in Article 97.2) to meet, or do anything to enable a director of theCompany or any Group Company (as defined in Article 97.2) to avoid incurring expenditure
to the extent permitted by the Statutes.

157.

Limited liability
The liability of the members is limited to the amount, if any, unpaid on the shares in the
Company respectively held by them.
CHANGE OF NAME

158.

Change of Name
The Company may change its name by resolution of the Board.
SECRECY

159.

Secrecy
No member or general meeting or other meeting of members shall be entitled to require
discovery of or any information respecting any detail of the Company's trading or the tradingof any of its subsidiaries or any matter that is or may be in the nature of a trade secret or
secret process, or that may relate to the conduct of the business of the Company or any of
its subsidiaries which in the opinion of the Directors it would be inexpedient in the interestsof the Company to communicate to the public.

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