Exhibit 1.1

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THE COMPANIES ACT, 1908 to 1917
      THE COMPANIES ACT
    1985




| |                                      | 
| | ------------------------------------ | 
| | PUBLIC COMPANY LIMITED BY
    SHARES | 
| |                                      | 



IMPERIAL CHEMICAL INDUSTRIES PLC







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MemorandumANDArticles of Association

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Incorporated the 7th Day of December 1926





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| | IMPERIAL CHEMICAL INDUSTRIES
    PLC | 
| | ------------------------------------ | 
| |                                      | 
| |                                      | 
| | MEMORANDUM                           | 
| |                                      | 
| |                                      | 
| | AND                                  | 
| |                                      | 
| |                                      | 
| | ARTICLES OF ASSOCIATION              | 
| |                                      | 
| |                                      | 
| |                                      | 
| |                                      | 
| |                                      | 
| | CONTENTS                             | 

|                                                                                                                            |         | 
|--------------------------------------------------------------------------------------------------------------------------- | ------- | 
|                                                                                                                            | Page    | 
|                                                                                                                            |         | 
|Certificate
      of Incorporation                                                                                          | 2       | 
|                                                                                                                            |         | 
|                                                                                                                            |         | 
|Certificate
      of Incorporation on Re-Registration as a Public Company                                                   | 3       | 
|                                                                                                                            |         | 
|                                                                                                                            |         | 
|Memorandum
      of Association                                                                                             | 4-17    | 
|                                                                                                                            |         | 
|                                                                                                                            |         | 
|Statement
      as to the Capital of the Company referred to in the note to Clause 7 of
      the Memorandum of Association | 18-22   | 
|                                                                                                                            |         | 
|                                                                                                                            |         | 
|Articles of
      Association                                                                                               | 23-107  | 
|                                                                                                                            |         | 
|                                                                                                                            |         | 
|Index                                                                                                                       | 108-109 | 
|                                                                                                                            |         | 

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|No. 218,019
|-----------



Certificate of Incorporation

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I hereby certify that IMPERIAL CHEMICAL INDUSTRIES, LIMITED, is this day Incorporated under the Companies Acts, 1908 to 1917, and that the Company is LIMITED.


Given under my hand at London, this Seventh day of December, One thousand nine hundred and twenty-six.




| | F. N. WHITTLE,                              
| | --------------------------------------------
| |                                             
| | Assistant Registrar of Joint Stock Companies



|Fees and Deed Stamps,  |  | £51 15 0          
|---------------------- |  | ------------------
|Stamp Duty on Capital, |  | £650,000
      0 0

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CERTIFICATE OF INCORPORATION

ON RE-REGISTRATION AS A PUBLIC COMPANY



No.218019



I hereby certify that

IMPERIAL CHEMICAL INDUSTRIES PLC



has this day been re-registered under the Companies Acts 1948

to 1980 as a public company, and that the company is limited.

|Dated at Cardiff the | 30TH JUNE 1981        
|-------------------- | ----------------------
|                     |                       
|                     |                       
|                     |                       
|                     | Registrar of Companies
|                     |                       
|                     | C 455                 

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THE
      COMPANIES ACTS 1908 to 1917

THE COMPANIES ACT 1985

| |                                        | 
| | -------------------------------------- | 
| | PUBLIC COMPANY
      LIMITED BY SHARES | 
| |                                        | 

MEMORANDUM OF ASSOCIATION

(as amended by Special Resolution
  passed on 29 April 1988)

OF

IMPERIAL CHEMICAL INDUSTRIES
  PLC

|1 | The name of the Company is “IMPERIAL
      CHEMICAL INDUSTRIES PLC”.                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
|2 | The Company is to be a public company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| 
|3 | The registered office of the Company
      will be situate in England.                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| 
|4 | In the construction of this Memorandum
      the following words have the respective meanings hereby assigned to them:
      “The Company” means Imperial Chemical Industries PLC and “Associated
      Company”means (a) a Company, Association or Firm of which the Company for the time
      being holds shares, debentures, debenture stock or other interests acquired
      pursuant to Clause 5(A) of this Memorandum, or (b) a Company promoted by
      the Company pursuant to Clause 5(A18) of this Memorandum.

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|5   | The objects for which the Company is
      established are :-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(A) | To acquire by purchase, exchange, subscription,
      or otherwise and holdthe whole
      or any portion of the shares, debentures, debenture stockand other interests of or in (a) the Companies known respectively asBrunner, Mond & Co Limited, Nobel Industries Limited, United AlkaliCompany Limited and British Dyestuffs Corporation Limited, and (b)any other companies, associations or firms for the time being engagedor concerned or interested in any of the trades or businessesmentioned in Sub-Clauses (D) to (X) inclusive hereof, whoseundertakings may appear for the time being capable of being carriedon more beneficially in co-operation with any of the said companies,with one another, or with the Company; and to promote the beneficialco-operation of the said companies, and of such other companies,associations or firms as aforesaid, as well with one another as with theCompany.
|   
|(B) | To make or do or assist in making or
      doing such arrangements andthings
      as may be considered desirable with a view of causing thebusiness of any Associated Companies to be carried on economicallyand profitably or of promoting the success thereof, by mutualassistance and by co- operation with one another or with the Companyor by any other means, and to receive all capital monies, dividends orother interests to which the Company may become entitled as holdersof shares or other interests of or in any associated company andgenerally to exercise the rights, enjoy the privileges and fulfil theobligations of Members or debenture or debenture stockholders orholders of any other interest of or in any Associated Company.                                                                                                                                                          
|   
|(C) | To perform any services or undertake
      any duties to or on behalf of andin any other manner assist any Associated Company or Companiesand either without remuneration or on such terms as to remunerationas may be agreed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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|(D) | To carry on in all branches all or any
      of the businesses of manufacturers of and dealers in chemicals of all kinds,
      dyes, dyestuffs, paints, varnishes, drugs, and other pharmaceutical (and
      toilet) preparations of all kinds.                                                                                                            
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(E) | To carry on the trades or businesses
      of manufacturers of and dealers in explosives, ammunition, fireworks and
      other explosive products and accessories of all kinds and of whatsoever
      composition and whether for military, sporting, mining or industrial purposes
      or for pyrotechnical display or for any other purpose.           
|   
|(F) | To carry on the trades or businesses
      of manufacturers of blasting ballistic and pyrotechnic apparatus, mantles
      or other apparatus for illumination by gas and other articles and things
      of a similar or analogous description or use or of and in the several component
      parts thereof.                                               
|   
|(G) | To carry on the business of manufacturers
      of every sort of missile, arm and weapon for warlike, sporting or other
      purposes.                                                                                                                                                                                                                      
|   
|(H) | To carry on business as manufacturers
      of manure, soap, paper pulp, paper, glass, bricks, pottery, terra cotta,
      and sanitary and disinfecting preparations, coke, cement, and artificial
      stone.                                                                                                                                             
|   
|(I) | To carry on the business of manufacturers
      and producers of fats, fertilisers, manures, dips, sprays, vermifuges, fungicides,
      medicines and remedies of all kinds for agricultural, fruit-growing or other
      purposes or as remedies for men or animals and whether produced from vegetable
      or animal matter or by any chemical process.

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|(J) | To carry on the business of waterproofers
      and manufacturers of India rubber, leather, imitation leather, leather cloth,
      oil cloth, linoleum, tarpaulins, hospital sheetings and surgical bandages.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(K) | To carry on the business of manufacturers
      of cycles, motor cars, aeroplanes, hydroplanes, airships, and other vehicles
      and every kind of fitting and accessory for cycles, motor cars, aeroplanes,
      hydroplanes, airships and other vehicles.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|(L) | To carry on the businesses of spinners,
      doublers and manufacturers of cotton, thread, silk, artificial silk, woollen,
      linen, flax, hemp, jute and other yarns and other fibrous materials and
      substances or any substitute for any of them.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|(M) | To cultivate, grow, produce or deal
      in any vegetable products for the time being required for any of the manufactures
      which the Company is authorised to undertake, and to carry on all or any
      of the businesses of farmers, dairymen, milk contractors, dairy farmers,
      millers, purveyors and vendors of milk, cream, cheese, butter, poultry,
      and provisions of all kinds, greengrocers, butchers, sausage manufacturers,
      growers of and dealers in corn, hay, and straw, seedsmen, and nurserymen,
      and to buy, sell and trade in any goods usually traded in any of the above
      businesses, or any other business associated with the farming interest which
      may be advantageously carried on by the Company.
|   
|(N) | To carry on all or any of the businesses
      of stationers, lithographers, printers and publishers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|(O) | To carry on all or any of the businesses
      of engineers, iron, brass and other metal founders, machinists, tool makers,
      wire drawers, tube, pipe and tank manufacturers, moulders, metallurgists
      and metal workers, fitters, millwrights, galvanisers, japanners, electroplaters,
      and enamellers.                                                                                                                                                                                                                                                                                                                                                                                                                                             

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|(P) | To own, prospect for, explore, acquire
      by lease, licence, purchase or otherwise, open, work, develop and maintain
      natural deposits of salt, brine, natron, soda, kieselguhr nitrates and other
      chemical substances of all kinds and to carry on and conduct the business
      of working and getting and supplying to other persons such salt, brine and
      other substances.                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(Q) | To refine, treat, and render merchantable
      and fit for use natural deposits of salt, brine, natron, soda, kieselguhr
      nitrates and other chemical substances of all kinds obtained as aforesaid
      and to manufacture therefrom by any electrolytic, metallurgic or other forms
      of plant or process every kind of chemical and other products and by-products.                                                                             
|   
|(R) | To own, prospect for, explore, acquire
      by lease, licence purchase or otherwise, open, work, develop and maintain,
      clay and sand pits, slate, stone, and limestone quarries, coal mines, copper
      mines and mineral, mineral oil, nitrate and mining properties of all kinds
      and to conduct the business of working and getting therefrom clay, sand,
      quarriable substances, coal, copper, oil, nitrates and minerals of all kinds.
|   
|(S) | To manufacture, prepare and treat quarriable
      and mineral substances or products of all kinds obtained as aforesaid for
      sale or use or for manufacturing, building or any other purposes or processes
      and to manufacture therefrom every kind of product.                                                                                                                                                                                    
|   
|(T) | To fix atmospheric nitrogen by the synthetic
      ammonia or by any other process and to manufacture its derivative compounds.                                                                                                                                                                                                                                                                                                                               

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|(U) | To manufacture, acquire, produce, use,
      sell and supply gas and electricity for lighting, heating or power purposes
      and to deal with, manufacture and render saleable all residual products
      obtained in the manufacture of gas.                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(V) | To manufacture and deal in electrical
      machinery and apparatus of all kinds, including wireless apparatus and electric
      lamps.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|(W) | To supply water and for this purpose
      to sink wells and shafts and to make, build and construct, lay down and
      maintain reservoirs, waterworks, watercourses, canals, ponds, cisterns,
      culverts, filter beeds, main and other pipes and appliances and to execute
      and do all other works and things necessary or convenient for obtaining,
      storing, selling, delivering, measuring, converting or using for creation
      and reserve of power, and distributing water.                                                                                                                                                                                                  
|   
|(X) | To purchase, construct, build, maintain,
      charter, affreight, hire and let out for hire or for chartering and affreightment
      and to otherwise obtain the possession of and carry on, use and dispose
      of and employ or return to account railways, tramways, wharves, piers, docks,
      ships, lighters, launches, boats and vessels of all kinds, locomotives,
      wagons and other rolling stock, and otherwise provide for the conveyance
      of property of all kinds and to purchase or otherwise acquire any shares
      or interest in any railways, tramways, wharves, ships, vessels or rolling
      stock or in any companies possessed of or interested in the same.
|   
|(Y) | To carry on business as capitalists
      and financiers and to undertake and carry on all kinds of financial, commercial,
      trading, trust, loan, agency and other operations, and to finance and provide
      money to or for any of the Company’s Associated Companies or for any
      other company, association or firm in which the Company may hold shares
      or other interests or with which the Company may have dealings upon such
      security as may be thought fit or without security.                                                                                                                                                                                      

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|(Z)  | To guarantee payment of any moneys by or the performance of any contracts,
    liabilities, obligations or engagements of any Associated Companies or of
    any other company, firm or person with or to any other company, firm or person,
    and to grant guarantees and indemnities of every description and to undertake
    obligations of every description.                                                                                                                                                                                                                                                                                                                                                                              
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(A1) | To carry on any other business which
      may seem to the Companycapable
      of being conveniently carried on in connection with anybusiness
      or operations which the Company is authorised to carry on ormay
      seem to the Company calculated directly or indirectly to benefitthe
      Company or to enhance the value of or render profitable any of theCompany’s
    properties or rights.                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(A2) | To acquire and carry on all or any part
      of the property or business andto
      undertake any liabilities of any person, firm, association or companypossessed
      of property suitable for any of the purposes of the Companyor
      carrying on any business which the Company is authorised to carryon
      and as the consideration for the same to pay cash or to issue anyshares,
    stocks or obligations of the Company.                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(A3) | To enter into partnership or into any
      arrangement for sharing profits,union
      of interest, joint adventure, reciprocal concessions orco-operation
      with any person, firm, association or company carryingon,
      engaged in or about to carry on or engage in any business ortransaction
      capable of being conducted so as directly or indirectly tobenefit
      the Company, and to take or otherwise acquire and hold, sell,reissue
      or otherwise deal with stocks or shares in or securities orobligations
      of and to subsidise or otherwise assist any such company,and
      to guarantee the principal or interest of any such securities orobligations
    or any dividends upon any such shares or stock.

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|(A4
    ) | To purchase, feu, take on lease or in exchange, hire or otherwiseacquire any real or personal property, rights or privileges which theCompany may think suitable or convenient for any of its purposes, andfor the like purposes to erect and construct buildings and works of allkinds.                                                                                                                                                                                                                                                                                             
|--------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(A5)      | To apply for, purchase or otherwise acquire any patents, licences andlike rights conferring an exclusive or non-exclusive or limited right touse, or any secret or other information as to any invention which mayseem capable of being used for any of the purposes of or calculateddirectly or indirectly to benefit the Company, and to use, exercise,develop, grant licences in respect of or otherwise turn to account therights and information so acquired, and for the purposes aforesaid topromote, subsidise and take part in any researches, investigations orexperiments.
|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(A6)      | To invest any moneys of the Company not for the time being requiredfor any of the purposes of the Company in such investments as may bethought proper and to hold, sell or otherwise deal with suchinvestments.                                                                                                                                                                                                                                                                                                                                                                      
|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(A7)      | To borrow or raise or secure the payment of money and for those andother purposes to mortgage or charge the undertaking, and all or anypart of the property and rights of the Company present or afteracquired including uncalled capital, and to create, issue, make, draw,accept and negotiate perpetual or redeemable debentures ordebenture stock, bonds or other obligations, bills of exchange,promissory notes or other negotiable instruments.                                                                                                                               

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|(A8)  | To sell, let, develop, dispose of or otherwise deal with the undertaking,or all or any part of the property of the Company, upon any terms, withpower to accept as the consideration any shares, stocks or obligationsof or interest in any other company, and to distribute any assets of theCompany in specie among the Shareholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(A9)  | To pay out of the funds of the Company all expenses which theCompany may lawfully pay of or incident to the formation, registrationand advertising of or raising money for the Company and the issue ofits capital, including brokerage and commissions for obtainingapplications for, or taking, placing or underwriting shares, debenturesor debenture stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(A10) | To enter into any arrangements with any governments or authority,supreme, municipal, local or otherwise, and to obtain from any suchgovernment or authority any rights, concessions and privileges thatmay seem conducive to the Company's objects or any of them.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(A11) | To obtain any Provisional Order or Act of Parliament for enabling theCompany to carry any of its objects into effect or for effecting anymodification of the Company's constitution or for any other purposeswhich may seem expedient, and to oppose any proceedings orapplications which may seem calculated directly or indirectly toprejudice the Company's interests, and to apply at the cost of theCompany to Parliament for any extension of the Company's powers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(A12) | To establish, provide, maintain and conduct,
      subscribe to or otherwise subsidise oraid
      research laboratories and experimental workshops for scientific and the
      technicalresearch and experiments,
      and for tests and investigations of all kinds, and toundertake
      and prosecute scientific and technical researches, experiments, tests andexperiments
      of all kinds, and to promote scientific and technical studies and scientificand
      technical research, investigation and invention by providing, maintaining,endowing,
      subsidising or assisting laboratories, workshops, libraries, lectures,classes,
      demonstrations, meetings and conferences, and by providing orsupplementing
      the remunerations of scientific or technical professors or teachers andby
      providing and awarding exhibition scholarships, bursaries, prizes and grants
      in aidof students or intending
      students or otherwise, and generally to assist, promote,encourage
      and reward studies, experiments, researches, investigations, enquiriesand
      inventions of any kind whatever that may be considered likely to assist
      any of thebusinesses which the
    Company is authorised to carry on.

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|(A13) | To act solely or jointly as Director or Manager of
    any AssociatedCompanies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(A14) | To lay out any of the property of the Company for building purposes and to
    constructthereon and to alter, add to, pull down, decorate, maintain, furnish, fit
    up, improveand manage houses, cottages, flats, tenements, hotels, restaurants, resthouses,clubs, churches, chapels, institutions, theatres, cinemas, recreation grounds
    andgarages for the housing, convenience, accommodation or recreation of theworkpeople and staff employed by the Company or by any Associated Companies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(A15) | To promote, establish, provide, contribute to, assist, subsidise or manage
    any superannuation and pensionfunds, profit-sharing, share investment or other schemes for the benefit
    of employees or ex-employees ofthe Company and any Associated Companies or their predecessors in title or
    the dependants orconnections of any such persons, and to grant pensions and allowances to
    any employee or ex-employee,Director or officer of the Company or of any Associated Companies or to the
    dependents or connections ofany such persons, and to make payments towards insurance and to subscribe
    or guarantee money forreligious, charitable or benevolent objects which may have any moral or other
    claims to support or aid bythe Companyby
    reason of the locality of their operations or otherwise or for any exhibition
    or for any public, general, oruseful
    object, and generally to promote the welfare of the Company’s employees
    and their dependents andconnections
    in any manner that may be thought expedient.

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|(A16) | To convert, lay out, use and appropriate any land belonging to theCompany for public or private roads, streets, squares, parks, gardens,pleasure grounds, allotments, and other conveniences, and to dedicateor give any land so laid out or used to the public or to any person,company or body, either with or without restrictions or conditions.                                                 
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|(A17) | To give or dedicate or otherwise dispose of, and either voluntarily or forvalue, any property of the Company deemed to be of national or publicor local interest to any National Trust, Museum, Public Body orCommittee or to any Corporation, Borough, or Authority or anyTrustees or Trustee for or on behalf of any of the same or of the public.                                                 
|     
|(A18) | To promote any company or companies for the purpose of its or theiracquiring all or any of the property, rights and liabilities of theCompany, or for carrying on any business or operations which theCompany is authorised to carry on, or for any other purpose which mayseem directly or indirectly calculated to benefit the Company and topay all the expenses of or incident to such promotion.
|     
|(A19) | To extend the operations of the Company to any foreign country,colony or state by establishing and carrying on there all or any of thebusinesses mentioned in this Memorandum and to acquire and holdproperty for that purpose.                                                                                                                                                                      

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|(A20) | To carry out all or any of the foregoing objects as principals, factors,
    agents, merchants, brokers, wholesale and retail dealers or in
    partnership or in conjunction with any other person, firm, association or
    company or by means of any company formed by the Company for the
    purpose.                                                                                                                                                                                                                                                                                                                               
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|(A21) | To do all such other things as are incidental or conductive to the
    attainment of the above objects and so that the word “Company” in this
    clause shall be deemed to include any person or partnership or any
    body of persons whether incorporated or not and whether domiciled in
    the United Kingdom or elsewhere, and the intention is that except as
    otherwise expressly provided the objects set forth in each of the
    paragraphs of this clause shall be in no ways limited or restricted by
    reference to or inference from the terms of any other paragraph of this
    clause or the name of the Company.

|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6 | The liability of the Members is limited.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| 
|7 | The share capital of the Company is *£791,432,397 divided into 677,043,827
    Ordinary Shares of £1 each and 114,388,570 Unclassified Shares of £1
    each, with power to increase and with power from time to time to issue any
    shares of the original or new capital with any preference or priority in
    the payment of dividends or the distribution of assets, or otherwise, over
    any other shares, whether Deferred, Ordinary or Preference, and whether issued
    or not, and to vary the regulations of the Company as far as necessary to
    give effect to any such preference or priority, and upon the subdivision
    of a share, to apportion the right to participate in profits or surplus assets,
    or the right to vote in any manner as between the shares resulting from such
    subdivision, but so that unless otherwise provided by the terms of issue
    of any shares any preferential or other special rights for the time being
    annexed to any class of shares shall not be affected or abrogated without
    the sanction of a separate meeting of the holders of shares of the class
    held pursuant to the Articles registered herewith.

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| | WE, the several persons whose names and addresses are subscribed,
    are desirous of being formed into a Company in pursuance of this
    Memorandum of Association, and we respectively agree to take the
    number of shares in the capital of the Company set opposite our
    respective names.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                      
| | *Note: This is the share capital
      of the Company as at 29 April 1988. A statement of the Company’s share capital
      on incorporation and of subsequent changes is given at the end of the Memorandum
      of Association.                                                                   

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|NAMES, ADDRESSES AND DESCRIPTIONS
OF SUBSCRIBERS | Number of Shares takenBy
each Subscriber
|------------------------------------------------ | ----------------------------------------
|                                                 |                                         
|                                                
|ALEXANDER WALDEMAR LAWRENCE, Bt.,                | One                                     
|81, Gresham Street, E.C.2,                       | Ordinary                                
|Solicitor                                        |                                         
|                                                
|HENRY WILLIAM HILL, 47, Briar                    | One                                     
|Avenue, Norbury, S.W.16,                         | Ordinary                                
|Solicitors                                      |                                         
|                                                
|EDWARD NEWTON, 81, Gresham Street,               | One                                     
|E.C.2, Solicitor                                 | Ordinary                                
|                                                
|ERNEST KING, 45, Fernhurst Road,                 | One                                     
|Croydon, Solicitors’ Managing Clerk              | Ordinary                                
|                                                
|EDWIN GEORGE WHITE, 50 Hillside Road             | One                                     
|Streatham Hill, S.W.2, Solicitors’               | Ordinary                                
|Managing Clerk                                   |                                         
|                                                
|HORACE SIDNEY SKUSE, 33 Tivoli Road,             | One                                     
|Crouch End, N.8, Accountant                      | Ordinary                                
|                                                
|HAROLD ARTHUR NORTON, 26 Barnsbury               | One                                     
|Park, Highbury, N. , Solicitors’                 | Ordinary                                
|Clerk                                            |                                         
|                                                 |                                         
|                                                 |                                         
|                                                 |                                         
|                                                 |                                         

Dated the 3rd day of December 1926

Witness to the above Signatures

SIDNEY ALFRED JOHNSON,Clerk to Messrs. Clifford-Turner Hopton & Lawrence,
81, Gresham Street, E.C.2,
Solicitors

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18



STATEMENT AS TO CAPITAL

|1 | The share capital of the Company on incorporation was £65,000,000 divided
    into 47,320,000 Shares of £1 each and £35,360,000 Shares of 1Os
    each.                                                                                                                                                                                                                                                                                                                                                           
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
|2 | By an Extraordinary Resolution of the Preference Shareholders passed on 29th
    December 1927, the Directors were authorised to issue not exceeding £6,580,000
    of the then unissued capital of the Company as 7% Cumulative Preference Shares
    of £1 each ranking pari passu with the Preference Shares existing at
    the time of such issue.                                                                                                                                                           
| 
|3 | By a Resolution passed on 31st May 1938, the capital of the Company was increased
    to £75,000,000 by the creation of 20,000,000 new shares of 10s. Od.
    each, and by an Extraordinary Resolution of the Preference Shareholders passed
    on the same day, the Directors were authorised to issue not more than 10,000,000
    of such shares, after consolidation into shares of £1 each, as Preference
    Shares ranking pari passu with the Preference Shares existing at the time
    of such issue.  
| 
|4 | By a Resolution passed on 18th April 1929, the capital of the Company was
    increased to £95,000,000 by the creation of 40,000,000 new shares of
    1Os. Od. each, and by an Extraordinary Resolution of the Preference Shareholders
    passed on the same day, the Directors were authorised to issue not more than
    20,000,000 of such shares, after consolidation into shares of £1 each,
    as Preference Shares ranking pari passu with the Preference Shares existing
    at the
time of such issue.

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19



|5 | By a Special Resolution passed
      on 1st May 1935, and by virtue of Extraordinary Resolutions passed at separate
      class meetings of the Ordinary and Deferred shareholders held on the same
      day, and with the sanction of an Order of the High Court of Justice dated
      13th November 1935, the capital of the Company was reduced from £95,000,000
      (divided into 22,727,000 Preference Shares of £1 each, 43,767,355 Ordinary
      Shares of £1 each, 21,745,290 Deferred Shares of 10s. Od. each, 15,133,000
      unclassified shares of £1 each, and 5,000,000 unclassified shares of
      10s. Od. each) to £89,565,859 (divided into 22,727,000 Preference Shares
      of £1 each, 43,767,355 Ordinary Shares of £1 each, 21,736,564
      Deferred Shares of 5s. Od. each, 8,726 Deferred Shares of 1Os. Od. each,
      15,133,000 unclassified shares of £1 each, and 5,000,000 unclassified
      shares of 10s. Od. each). At the date of the registration of the Minute
      approved by the Court (13th November 1935), 22,723,229 Preference Shares,
      43,756,659 Ordinary Shares and 21,736,564 Deferred Shares had been issued,
      and the full sum of £1 was deemed to be paid up on each of the said
      Preference and Ordinary shares and the full sum of 5s. Od. was deemed to
      be paid up on each of the said Deferred Shares, and none of the remaining
      shares had been issued. Special Resolutions were also passed by the Company
      on 1st May 1935, to the following effect:
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
|  | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| 
|  | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| 
|  | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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| | (d) | that all shares in the capital of the
      Company of each class then issued and outstanding and fully paid up should
      be converted into stock of the same class; and
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                            
| | (e) | that the capital of the Company should
      be increased to its former amount of £95,000,000 by the creation of
      5,434,141 additional unclassified shares of £1 each.
| |     |                                                                                                                                                                            

|6  | By Ordinary Resolution passed on 19th
      June 1952, the capital was increased to £120,000,00 by the creation
      of 25,000,000 unclassified shares of £1 each.                                                                                        
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|7  | By Special Resolution passed on 17th
      June 1954, the capital was increased to £220,000,000 by the creation
      of 9,626,817 Preference Shares of £1 each, 70,651,162 Ordinary Shares
      of £1 each and 19,722,021 unclassified shares of £1 each.
|  
|8  | By Ordinary Resolution passed on 15th
      May 1958, the capital was increased to £350,000,000 by the creation
      of 130,000,000 unclassified shares of £1 each.                                                                                       
|  
|9  | By Ordinary Resolution passed on 16th
      March 1962, the capital was increased to £375,000,000 by the creation
      of 25,000,000 unclassified shares of £1 each.                                                                                      
|  
|10 | By Ordinary Resolution passed on 25th
      November 1963, the capital was increased to £522,000,000 by the creation
      of 147,000,000 unclassified shares of £1 each.                                                                                  

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|11 | By Special Resolution passed on 24th
      June 1969 and with the sanction of an Order of the High Court of Justice
      dated 14th July 1969, the capital was reduced from £522,000,000 (divided
      into £34,736,773 5 per cent Preference Stock, £446,057,164 Ordinary
      Stock and 41,206,063 unclassified shares of £1 each) to £495,830,830
      (divided into £8,567,603 Preference Stock, £446,057,164 Ordinary
      Stock and 41,206,063 unclassified shares of £1 each).
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|12 | By virtue of a Scheme of Arrangement
      sanctioned by the said Order and the said Special Resolution of the Company,
      the capital at the date of the registration on 17th July 1969 of the Minute
      dated 14th July 1969 was £522,000,000 (divided into £8,567,603
      Preference Stock, £446,057,164 Ordinary Stock and 67,375,233 unclassified
      shares of £1 each).                                                                                                  
|  
|13 | By Ordinary Resolution passed on 2nd
      April 1975, the capital was increased to £575,000,000 by the creation
      of 53,000,000 unclassified shares of £1 each.                                                                                                                                                                                                                                                                                                                      
|  
|14 | By Ordinary Resolution passed on 14th
      April 1977 the capital was increased to £650,000,000 by the creation
      of 75,000,000 unclassified shares of £1 each.                                                                                                                                                                                                                                                                                                                      
|  
|15 | By Ordinary Resolution passed on 14th
      April 1980, the capital was increased to £725,000,000 by the creation
      of 75,000,000 unclassified shares of £1 each.                                                                                                                                                                                                                                                                                                                     
|  
|16 | By Ordinary Resolution passed on 29th
      April 1985, the capital was increased to £800,000,000 by the creation
      of 75,000,000 unclassified shares of £1 each.                                                                                                                                                                                                                                                                                                                     
|  

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22



|17  | By Special Resolution passed on 2nd
        September 1986 and with the sanction of an Order of the High Court of
        Justice dated 20th October 1986, the capital was reduced on 24th October
        1986 from £800,000,000 (divided into £8,567,603 Preference
        Stock, £655,647,817 Ordinary Stock and £135,784,580 unclassified
        shares of £1 each) to £791,432,397 (divided into £655,647,817
    Ordinary Stock and 135,784,580 unclassified shares of £1 each).
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|18  | The share capital of the Company on
      29 April 1988, being the date on which the Articles of Association printed
      herewith were adopted by Special Resolution, was £791,432,397 divided
      into 677,043,827 Ordinary Shares of £1 each and 114,388,570 Unclassified
      Shares of £1 each.                                                                                                                                                                                
|   
|19  | By Ordinary Resolution passed on 1 May
      1990, the capital was increased to £850,000,000 by the creation of
      58,567,603 unclassified shares of £1 each.                                                                                                                                                                                                                                                                                                                        
|   
|20. | By Ordinary Resolution passed on 25
      February 2002, the authorised share capital of the Company was increased
      to £1,400,000,000 by the creation of an additional 550,000,000 ordinary
      shares of £1 each.                                                                                                                                                                                                                                                               

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23



THE COMPANIES ACT 1985



| |                                      | 
| | ------------------------------------ | 
| | PUBLIC COMPANY LIMITED
    BY SHARES | 
| |                                      | 



ARTICLES
      OF ASSOCIATION

of

IMPERIAL CHEMICAL
          INDUSTRIES PLC

(Adopted by Special Resolution passed on 25 May 2005)



INTERPRETATION

|1. | The regulations in Table A
      as in force at the date of incorporation of the Company shall not apply
      to the Company.
|-- | ------------------------------------------------------------------------------------------------------------------------------
|  
|2. | In these Articles the following
      words have the respective meanings set out below:                                       
|  
|   | (a)                                                                                                                           
|  
|   | (b)                                                                                                                           

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24



| | (c) | Approved Depositary means
        a custodian or other person (or a nominee for such custodian or other
        person) appointed under contractual arrangements with the Company or
    other arrangements
      approved by the Directors whereby such custodian or other person or nominee
        holds, or is interested in, shares of the Company, or rights or interests
        in shares of the Company, and issues securities or other documents of
        title
      or otherwise evidencing the entitlement of the holder thereof to or to
        receive such shares, rights or interests, provided and to the extent
        that such arrangements
      have been approved by the Directors for the purpose of these Articles and
        shall include, where approved by the Directors, the trustees (acting
        in
      their capacity as such) of any employees share scheme established
      by the Company or any other scheme or arrangements principally for the
      benefit of employees of the Company or its subsidiary undertakings, which
    have been approved by the Company in general meeting;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (d) | these Articles means these
      articles of association as from time to time altered in accordance with
      the Statutes;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (e) | auditors means the auditors
      of the Company;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | (f) | the board means the Directors
      or any of them acting as the board of Directors of the Company;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | (g) | certificated share means
      a share in the capital of the Company that is not an uncertificated share
      and references in these Articles to a share being held in certificated form
      shall be construed accordingly;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (h) | clear days in relation to
      the sending of a notice means the period excluding the day on which a notice
      is sent or deemed to be sent and the day for which it is sent or on which
      it is to take effect;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| | (i) | dividend means dividend
      or bonus;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | (j) | electronic signature has
      the meaning given by Section 7(2) of the Electronic Communications Act 2000;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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25



| | (k) | “employees’ share scheme” has the
    meaning given by Section 743 of the Act;                                                                                                                                                                                                                                                                                                                                              
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (l) | “entitled by transmission” means, in relation
    to a share in the capital of the Company, entitled as a consequence of the
    death or bankruptcy of the holder or otherwise by operation of law;                                                                                                                                                                                                                        
|
| | (m) | “Executive Director” means the Chairman
    and any Director (including a Chief Executive or a Managing Director) who,
    pursuant to a contract of employment with the Company, undertakes specific
    executive, management or professional duties in addition to those duties
    and obligations laid down in the Statutes and who spends a substantial proportion
    of his time in the performance of those duties;
|
| | (n) | “member” means a member of the Company;                                                                                                                                                                                                                                                                                                                                                                                     
|
| | (o) | “month” means a calendar month;                                                                                                                                                                                                                                                                                                                                                                                             
|
| | (p) | “office” or “registered office” means
    the registered office of the Company;                                                                                                                                                                                                                                                                                                                                             
|
| | (q) | “paid” means paid or credited as paid;                                                                                                                                                                                                                                                                                                                                                                                      
|
| | (r) | “recognised person” in relation to shares
    means a recognised clearing house or a nominee of a recognised clearing house
    or a recognised investment exchange each of which terms has the meaning given
    to it by Section
185 (4) of the Act;                                                                                                                                                                      
|
| | (s) | “register” means either or both of the
    issuer register of members and the Operator register of members of the Company;                                                                                                                                                                                                                                                                                                  
|
| | (t) | “Regulations” means the Uncertificated
    Securities Regulations 2001 including any modification or re-enactment of
    them for the time being in force;                                                                                                                                                                                                                                                                  

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| | (u)                                                                                                                                                          | “the Seal” means the common seal of the
    Company and theSecurities Seal or either of them as the case may require;                                                                                                                                                                                                                                                                                      
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (v)                                                                                                                                                          | “the Secretary” means any person appointed
    to perform theduties of the Secretary of the Company including (subject to theprovisions of the Act) a joint, assistant or deputy secretary;                                                                                                                                                                                                                
|
| | (w)                                                                                                                                                          | “the Securities Seal” means an official
    seal (if any) kept by theCompany under the provisions of Section 40 of the Act;                                                                                                                                                                                                                                                                                
|
| | (x)                                                                                                                                                          | “Share Warrants” has the meaning given
    in Article 47;                                                                                                                                                                                                                                                                                                                                                  
|
| | (y)                                                                                                                                                          | “the shareholder” or “holder” in
    relation to any shares means theperson whose name is entered on the register as the holder ofthose shares and “member” and “membership” shall
    beconstrued accordingly;                                                                                                                                                                                            
|
| | (z)                                                                                                                                                          | “the Statutes” means the Act and every
    other statute from timeto time in force concerning companies insofar as the sameapplies to the Company;                                                                                                                                                                                                                                                         
|
| | (aa)                                                                                                                                                         | “uncertificated share” means (subject to
    Regulation 42(11)(a) ofthe Regulations) a share in the capital of the Company title towhich is recorded on the Operator register of members of theCompany and which may, by virtue of the Regulations, betransferred by means of a relevant system and references inthese Articles to a share being held in uncertificated form shallbe construed accordingly;
|
| | (bb)                                                                                                                                                         | “the United Kingdom” means Great Britain
    and Northern Ireland;                                                                                                                                                                                                                                                                                                                                         
|
| | References to a document
    include, unless the context otherwiserequires, references
    to an electronic communication.                                  
|
| | References to an electronic
    communication mean, unless the contraryis stated, an electronic
    communication (as defined in the Act)comprising writing.

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| | References to a document being executed include references to itsbeing executed under hand or under seal or, in the case of anelectronic communication, by electronic signature.                                                                                                                                                                                                     
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                      
| | References to an instrument mean, unless the contrary is stated, awritten document having tangible form and not comprised in anelectronic communication (as defined in the Act).                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                      
| | Where, in relation to a share, these Articles refer to a relevant system,the reference is to the relevant system in which that share is aparticipating security at the relevant time.                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                      
| | References to a notice or other document being sent or given to or by aperson mean such notice or other document, or a copy of such noticeor other document, being sent, given, delivered, issued or madeavailable to or by, or served on or by, or deposited with or by thatperson by any method authorised by these Articles, and sending andgiving shall be construed accordingly.
| |                                                                                                                                                                                                                                                                                                                                                                                      
| | References to writing mean the representation or reproduction ofwords, symbols or other information in a visible form by any method orcombination of methods, whether comprised in an electroniccommunication (as defined in the Act) or otherwise, and written shallbe construed accordingly.                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                      
| | Words denoting the singular number shall also include the pluralnumber and vice versa; words denoting the masculine gender shallalso include the feminine and vice versa; and words denoting personsshall, unless the context otherwise requires, also include corporations.                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                      
| | Words or expressions contained in these Articles which are not definedin these Articles but are defined in the Act have the same meaning asin the Act (but excluding any modification of the Act not in force at thedate of adoption of these Articles) unless inconsistent with the subjector context.                                                                              

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|   | Words or expressions contained in these
Articles which are not definedin
these Articles but are defined in the Regulations have the same meaning
as in the Regulations (but excluding any modification of the Regulations not
in force at the date of adoption of these Articles) unless inconsistent with
the subject or context.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | Subject to the preceding two paragraphs, references to any provision of any enactment or of any subordinate legislation (as defined by Section 21(1) of the Interpretation Act 1978) include any modification or re-enactment of
that provision for the time being in force.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|   | Headings and marginal notes are inserted for convenience only and do not affect the construction of these Articles.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  
|   | In these Articles: (a) powers of delegation shall not be restrictively construed but the widest interpretation shall be given to them; (b) the word board in the context of the exercise of any power contained in these Articles
includes any committee consisting of one or more Directors, any Director, any other officer of the Company and any local or divisional board, manager or agent of the Company to which or, as the case may be, to whom the power in question has been
delegated; (c) no power of delegation shall be limited by the existence of or, except where expressly provided by the terms of delegation, the exercise of that or any other power of delegation; and (d) except where expressly provided by the terms of
delegation, the delegation of a power shall not exclude the concurrent exercise of that power by any other body or person who is for the time being authorised to exercise it under these Articles or under another delegation of the power.
|  
|3. | A Special or Extraordinary Resolution shall be effective for any purpose for which an Ordinary Resolution is expressed to be required under any provision of these Articles. Where for any purpose an Extraordinary Resolution is
required, a Special Resolution shall also be effective.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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29



SHARE CAPITAL

|4. | The authorised share
        capital of the Company at the date of the adoption of these Articles
        is £1,400,000,000 divided into 1,400,000,000 Ordinary Shares of £1
    each.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|5. | Subject to the provisions of the Statutes and without prejudice to any special rights previously conferred on the holders of any class of shares for the time being issued, any share in the Company may be issued with such
preferred, deferred or other special rights, or subject to such restrictions, whether as regards dividend, return of capital, voting or otherwise, as the Company may from time to time by Ordinary Resolution determine (or, in the absence of any such
determination, as the Directors may determine) and the Company may issue any shares which are, or at the option of the Company or the holder are liable, to be redeemed on such terms and in such manner as may be provided by these
Articles.
|  
|6. | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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| |  |       | (A)                                                                                                                                                                                                                                                                                                                                                                                                                  | in connection with a Rights Issue; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  |       | (B)                                                                                                                                                                                                                                                                                                                                                                                                                  | otherwise than in connection with a Rights Issue,up
    to an aggregate nominal amount equal to theSection
    89 Amount;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  |       | as
      if Section 89(1) of the Act did not apply to any suchallotment.                                                                                                                                                                                                                                                                                                                                            
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | (iii) | By such authority and power
    the Directors mayduring such
    period make offers or agreements whichwould
    or might require the allotment of securities after theexpiry
    of such period. The board may allot equitysecurities
    or other relevant securities in pursuance of anysuch
    offer or agreement as if the Prescribed Periodduring
    which that offer or agreement was made had not expired.
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                      | .                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | (iv)  | For the purposes
    of this Article:                                                                                                                                                                                                                                                                                                                                                                               
| |  |      
|
| |  |       | (A)                                                                                                                                                                                                                                                                                                                                                                                                                  | Rights Issue means
    an offer of equity securities openfor
    acceptance for a period fixed by the Directors to (i)members
    on the register on a fixed record date ofordinary
    shares in proportion to their respectiveholdings
    and (ii) members on the register on a fixedrecord
    date of other equity securities to the extentexpressly
    required or (if considered appropriate by theDirectors)
    permitted by the rights attached thereto, butsubject
    in both cases to such exclusions or otheragreements
    as the Directors may deem necessary orexpedient
    in relation to fractional entitlements or legalor
    practical problems under the laws of, or the    requirements
    of any recognised regulatory body or anystock
    exchange in, any territory;

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | (B) | Prescribed Period for the purpose of
    this Article 6 means any period (not exceeding 5 years on any occasion) for
    which the authority and power conferred by sub-paragraphs (i) and (ii) above
    is given by one or more Resolutions of the Company stating the Section 80
    Amount
    and Section 89 Amount for such period;
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |     |                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | (C) | Section 80 Amount shall for any Prescribed
    Period be that stated in the relevant Ordinary or Special Resolution or any
    increased amount fixed by Resolution of the Company in General Meeting;                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |     |                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | (D) | Section 89 Amount shall for any Prescribed
    Period be that stated in the relevant Special Resolution; and                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |     |                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | (E) | the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or to convert any securities into shares, the nominal amount of such shares which may be allotted pursuant to such
rights.                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |     |                                                                                                                                                                                                                                                                                                                                            
|7. | The Directors may at any time after
        the allotment of any share but before any person has been entered in
        the register as the member recognise a renunciation of such allotment
        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
    to such terms and conditions as the Directors may think fit to impose.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |     |                                                                                                                                                                                                                                                                                                                                            
|8. | Subject to the provisions of the
        Regulations, the Directors may permit the holding of shares in any class
        of shares in uncertificated form and the transfer of title to shares
        in that class by means of a relevant system and may determine that any
    class of shares shall cease to be a participating security.                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |     |                                                                                                                                                                                                                                                                                                                                            
|9. | Shares in the capital of the Company
        that fall within a certain class shall not form a separate class of shares
    from other shares in that class because any share in that class:                                                                                                                                                                                                                                           

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|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | is held in uncertificated form;
    or                                                                                                                                                                                                                                       
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                              
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | is permitted in accordance with
    the Regulations to become a participating security.                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                              
|10. | Where any class of shares is a participating security and the Company is entitled under any provision of the Statutes, the Regulations or these Articles to sell, transfer or otherwise dispose of, forfeit, re-allot, accept the
surrender of or otherwise enforce a lien over a share of that class held in uncertificated form, the Company shall be entitled, subject to the provisions of the Statutes, the Regulations, these Articles and the facilities and requirements of the
relevant system:
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                              
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | to require the holder of that uncertificated share by notice to change that share into certificated form within the period specified in the notice and to hold that share in certificated form so long as required by the
Company;                                           
|   
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | to require the holder of that uncertificated share by notice to give any instructions necessary to transfer title to that share by means of the relevant system within the period specified in the notice;                                                                   
|   
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | to require the holder of that uncertificated share by notice to appoint any person to take any step, including without limitation the giving of any instructions by means of the relevant system, necessary to transfer that
share within the period specified in the notice;
|   
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | to require the Operator to convert that uncertificated share into certificated form in accordance with Regulation 32(2)(c) of the Regulations; and                                                                                                                           
|   
|    | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | to take any action that the Directors consider appropriate to achieve the sale, transfer, disposal, forfeiture, re-allotment or surrender of that share or otherwise to enforce a lien in respect of that share.                                                             

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|11. | Except as required by law, no person shall be recognised by the Company as holding any share upon any trust and, except as otherwise provided by these Articles or by law, the Company shall not be bound by or be compelled in
any way to recognise (even when having notice thereof) any interest in any share, or any interest in any fractional part of a share, or any other rights in respect of any share, except an absolute right to the entirety or fractional part thereof in
the holder.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|12. | The Company may exercise all powers of paying commission and brokerage conferred or permitted by the Statutes. Subject to the Statutes, any such commission or brokerage may be satisfied by payment of cash or by the allotment
of fully or partly paid shares or partly in one way and partly in the other.                                                                                                                                                                                       

VARIATION OF RIGHTS

|13. | Whenever the capital of the Company is divided into different classes of shares, all or any of the special rights or privileges attached to any class may be varied or abrogated only:                                                                             
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | (a)                                                                                                                                                                                                                                                                
|   
|    | (b)                                                                                                                                                                                                                                                                
|   
|    | and may be so varied or abrogated either whilst the Company is a going concern or during, or in contemplation of, winding up.                                                                                                                                      
|   
|14. | For the purposes of Article 13, if at any time the capital of the Company is divided into different classes of shares, unless otherwise expressly provided by the rights attached to any share(s) or class of shares, those
rights shall be deemed to be varied by:

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| | (a) | the reduction of the capital paid up on that share or class of shares otherwise than by a purchase or redemption by the Company of its own shares; and                                                                   
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) | the allotment of another share ranking in priority for payment of a dividend or in respect of capital or which confers on its holder voting rights more favourable than those conferred by that share or class of
shares,
|
| |     | but shall not be deemed to be varied by:                                                                                                                                                                                 
|
| | (c) | the creation or issue of another share ranking equally with, or subsequent to, that share or class of shares or by the purchase or redemption by the Company of its own shares; or                                       
|
| | (d) | the Company permitting, in accordance with the Regulations, the holding of and transfer of title to shares of that or any other class in uncertificated form by means of a relevant system.                              

SHARE CERTIFICATES

|15 | Every share certificate shall:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  
|   | No share certificate shall be issued representing shares of more than one class.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|16 | Every shareholder (except a person in respect of
    whom the Company is not by law required to completeand have ready for delivery a certificate) shall
    be entitled, without payment, within two months afterallotment or lodgement of transfer (or within such
    other period as the terms of issue shall provide) to onecertificate for all his shares of any one class which
    are the subject of such allotment or transfer or, uponpayment of such reasonable charge, if any, for every
    certificate after the first as the Directors shall fromtime to time determine, several certificates, each
    for one or more of his shares of any one class. Where ashareholder has transferred part of the shares represented
    by a certificate in his name, a new certificate inrespect of the balance of his holding shall be issued in his name without payment.

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|    |     | Provided that the Company shall
    not be bound:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (a) | in the case of a share held jointly by several persons, to issue more than one certificate therefor and delivery of a certificate to one of such persons shall be sufficient delivery to all;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    | (b) | to issue a certificate to a recognised person unless such member shall specifically request the Company to issue the same.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|17. | (a) | If a share certificate shall be
          damaged or defaced, or alleged to have been lost, stolen or destroyed,
          a new certificate representing the same shares shall be issued to the
          shareholder upon request without payment (save exceptional out-of-pocket
          expenses of the Company in connection with the request) subject to
          delivery up of the old certificate, or (if the certificate is alleged
          to have been lost, stolen or destroyed) compliance with such conditions
          as to evidence and indemnity (including payment of an indemnity insurance
    premium), as the Directors shall from time to time determine.
|   
|    | (b) | Any two or more certificates representing shares of any one class held by any shareholder may, at his request, be cancelled and a single new certificate for such shares issued in lieu, upon payment of such charge as the
Directors shall from time to time determine.                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|    | (c) | If any shareholder shall surrender for cancellation
    a share certificate representing shares held by him and request the Company
    to issue in lieu two or more share certificates representing such shares
    in such proportions as
he may specify,                                                                                                                                                                                                                                                                                                                                                                                                                             

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| |     | the Directors may, if they think
          fit, comply with such request upon payment of such charge as the Directors
    shall from time to time determine.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                             
| | (d) | In the case of shares held jointly
          by several persons, any request under this Article may be made by any
    one of the joint holders.            
| |     |                                                                                                                                                             

LIEN ON SHARES

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|18. | The Company shall have a first and paramount lien
    on every share (not being a fully paid share) for all amounts (whether presently
    payable or not) called or payable in respect of that share. The Directors
    may at any time waive any lien or declare any share to be wholly or in part
    exempt from the provisions of this Article. The Companys lien on a
    share shall extend to all distributions and other amounts payable in respect
    of it.                                                                                                                                                                                                                                           
|   
|19. | The Company may sell, in such manner as the Directors think fit, any shares on which the Company has a lien, if a sum in respect of which the lien exists is presently payable, and is not paid within fourteen days after a
notice has been served on the holder of the share, or on the person entitled thereto by transmission, demanding payment and stating that, if the notice is not complied with, the shares may be sold.                                                                                                                                                                                                                                                                                 
|   
|20. | To give effect to that sale, the
      Directors may, if the share is a certificated share, authorise any person
      to execute an instrument of transfer in respect of the share sold to, or
      in accordance with the directions of, the buyer. If the share is an uncertificated
      share, the Directors may exercise any of the Companys powers under
      Article 10 to effect the sale of the share to, or in accordance with the
      directions of, the buyer. The buyer shall not be bound to see to the application
      of the purchase money, and his title to the share shall not be affected
      by any irregularity in or invalidity of the proceedings in relation to the
      sale.

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|21. | The net proceeds of the sale, after payment of the costs, shall be received by the Company and applied in or towards payment or satisfaction of so much of the sum in respect of which the lien exists as is presently
payable. Any residue shall (if the share sold is a certificated share, on surrender to the Company for cancellation of the certificate in respect of the share sold and, whether the share sold is a certificated or uncertificated share, subject to a
like lien for any moneys not presently payable as existed on the share before the sale) be paid to the person entitled to the share at the date of the sale.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

CALLS ON SHARES

|22. | The Directors may from time to
      time make calls upon the members in respect
      of any amounts unpaid on their shares (whether in respect of the
      nominal value of the shares or by way of premium) and eachmember shall (subject to receiving at least fourteen
      days noticespecifying
      the time or times and place of payment) pay to the Companyat
      the time or times and place so specified the amount called on hisshares. A call may be required to be paid in instalments.
      Before receiptby the Company
      of any sum due thereunder, a call may be revoked, inwhole or in part, or the time fixed for its payment
      postponed, in wholeor in
      part, as the Directors may determine. A person upon whom a callis made shall remain liable for calls made upon
      him, notwithstandingthe
      subsequent transfer of the shares on which the call was made.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|23. | A
      call shall be deemed to have been made at the time when theresolution of the Directors authorising the call was passed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|24. | The
	                          joint holders of a share shall be jointly and severally
	                          liable to payall
    calls in respect thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|25. | If an amount called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the amount is due shall pay interest on the amount from the day appointed for payment
thereof to the time of actual payment. Interest shall be paid at the rate fixed by the terms of allotment of the share or in the notice of the call or if no rate is fixed the rate, not exceeding 15 per cent per annum, determined by the Directors
together with all expenses that may have been incurred by the Company by reason of such non-payment, but the Directors shall be at liberty to waive payment of such interest and expenses, wholly or in part.                                                                                                                                                                                                                            

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|26. | Any amount 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 non-payment, all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture or
otherwise shall apply as if such amount had become payable by virtue of a call duly made and notified.                                                                                                                                                                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|27. | The Directors may, on the allotment of shares, differentiate between the holders as to the amount of calls to be paid and the times of payment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|28. | The Directors may, if they think fit, receive from any member willing to advance the same all or any part of the amounts uncalled and unpaid upon any shares held by him, and upon all or any of the amounts so advanced
(until the same would, but for such advance, become payable) the Company may pay interest at such rate not exceeding (unless the Company in general meeting shall otherwise direct) 15 per cent per annum, as may be agreed upon between the Directors
and the member paying such amount in advance. The Directors may at any time repay any amount so advanced. A payment in advance of calls shall not entitle the member to participate in respect of the payment of a dividend declared or paid after the
payment but before the call, where, and to the extent that, the member would not otherwise have been so entitled.

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FORFEITURE OF SHARES

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|29. | If a member fails to pay any
          call or instalment of a call on the day appointed for payment thereof,
          the Directors may, at any time thereafter during such time as any part
          of the call or instalment remains unpaid, serve a notice on him requiring
          payment of so much of the call or instalment as is unpaid, together
          with any interest which may have accrued, and any expenses which may
          have been incurred by the Company by reason of such non-payment.

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|30. | The notice shall name a further day (not earlier than the expiration of fourteen days from the date of service of the notice) on or before which the payment required by the notice is to be made, and shall state that, in the
event of non-payment at or before the time appointed, the shares in respect of which the call was made, or instalment was payable, will be liable to be forfeited.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|31. | If the requirements of any such notice as aforesaid
    are not complied with, any share in respect of which the notice has been
    given may at any time thereafter, before the payment required by the notice
    has been made, be  forfeited by a resolution of the Directors to that effect
    and the forfeiture shall include all dividends declared and other moneys
    payable in respect of the forfeited shares and not paid before the forfeiture.The
    Directors may accept a surrender of any share liable to be forfeited upon
    such terms and conditions as may be agreed and, subject to any such terms
    and conditions, a surrendered share shall be treated as if it had been forfeited.
    When a share has been forfeited, notice of the forfeiture shall be sent to
    the person who was the holder of the share before the forfeiture. Where the
    forfeited share is held in certificated form, an entry shall be made promptly
    in the register opposite the entry of the share showing that notice has been
    sent, that the share has been forfeited and the date of forfeiture. No forfeiture
    shall be invalidated by the omission or neglect to send that notice or to
    make those
entries.
|   
|32. | Any forfeited or surrendered share shall become the
    property of the Company and, subject to the provisions of the Act, may be
    sold, or re-allotted, or otherwise disposed of on such terms and in such
    manner as the Directors think fit and, at any time before a sale, re-allotment
    or other disposition, the forfeiture or surrender may be cancelled on such
    terms as the Directors think fit. The Directors may, if necessary, authorise
    some person to execute an
instrument of transfer of a forfeited or surrendered share in certificated form
    to any other person.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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|    | Where a forfeited share held in
        uncertificated form is to be transferred, the Directors may exercise
        any of the Companys powers under these Articles. Any share not
        sold, re-allotted or otherwise disposed of in accordance with this Article
        within a period of three years from the date of its forfeiture or surrender
        shall, at the expiry of that period, be cancelled in accordance with
        the
Statutes.                                                                                                                                                                                                                                                                                                                                                                                             
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|33. | A person whose shares have been forfeited or surrendered shall cease to be
    a member in respect of the forfeited or surrendered shares and shall (if
    the share is a certificated share) surrender to the Company for cancellation
    the certificate for the relative shares, but shall remain liable to pay to
    the Company all moneys (including interest pursuant to these Articles) which,
    at the date of forfeiture or surrender, were payable by him to the Company
    in respect of the shares without any deduction or allowance for the value
    of the share at the time of forfeiture or surrender, but his liability shall
    cease if and when the Company shall have received payment in full of all
    such amounts in respect of the shares, whether from the consideration received
    on their disposal or otherwise.
|   
|34. | The forfeiture of a share shall involve the extinction at the time of forfeiture
    of all interest in and all claims and demands against the Company in respect
    of the share and all other rights and liabilities incidental to the share
    as between the person whose share is forfeited and the Company, except only
    those rights and liabilities expressly saved by these Articles, or as are
    given or imposed in the case of past members by the Statutes.                                                                                                                                                                                                                                                                                                                                                                            

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|35. | A statutory declaration in writing
        that the declarant is a Director or the Secretary of the Company, and
        that a share in the Company has been duly forfeited, surrendered or sold
        to satisfy a lien of the Company on a date stated in the declaration,
        shall be conclusive evidence of the facts therein stated as against all
        persons claiming to be entitled to the share. The person to whom the
        share is sold or disposed shall be discharged from all calls made prior
        to such sale or disposition and such declaration shall (subject to the
        execution of any necessary instrument of transfer) constitute a good
        title to the share. The Company may receive the consideration, if any,
        given for the share on any sale, re-allotment or disposition thereof
        and may execute a transfer of the same or transfer the same by means
        of the relevant system, as the case may be, in favour of the person to
        whom the share is sold, re-allotted or disposed of, which shall constitute
        good title thereto, 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 an irregularity or invalidity in the proceedings in reference to the
        forfeiture, sale, re-allotment or disposal of the share.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

TRANSFER OF SHARES

|36. | Subject to such of the restrictions of these Articles as may be applicable,
    all shares in the Company shall be freely transferable. The instrument of
    transfer of any certificated shares in the Company shall be in the usual
    or common form, or any other form which the Directors may approve, and shall
    be executed by or on behalf of the transferor and (in the case of a share
    not being a fully paid share) the transferee. The transferor shall be deemed
        to remain the holder of the shares until the name of the transferee is
        entered in the register in respect thereof. Without the
consent of the Directors, no instrument of transfer shall be in respect of more
than one class of share.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|37. | The Directors may in their absolute discretion and without giving any reason
    refuse to register the transfer of a share which is not fully paid or on
    which the Company has a lien.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|38. | The Directors may refuse to register a transfer of any certificated share:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

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|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                          | unless the instrument of transfer is in respect of one class of share only;            
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------
|   
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                          | in favour of more than four persons jointly;                                           
|   
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                          | made by or in favour of an infant;                                                     
|   
|    | (e)                                                                                                                                                                                                                                                                                                                                                                                                                          | made by or in favour of a patient within the meaning of the Mental Health
    Act 1983.
|   
|39. | If the Directors refuse to register a transfer of a share in certificated
    form, they shall, within two months after the date on which the instrument
    of transfer was lodged with the Company, send notice of the refusal to the
    transferee.                                                                                                                                                                     
|   
|40. | The registration of transfers may be suspended at such times and for such
    periods as the Directors may from time to time determine, provided always
    that such registration shall not be suspended for more than thirty days in
    any year.                                                                                                                                                                        
|   
|41. | No fee shall be charged for the registration of any instruments of transfer
    or other document relating to or affecting the title to any share.                                                                                                                                                                                                                                                                          
|   
|42. | The Company shall be entitled to retain an instrument of transfer which is
    registered, but any instrument of transfer which the Directors refuse to
    register shall (except in any case where fraud or any other crime involving
    dishonesty is suspected in relation to such transfer) be returned to the
    person presenting the same.                                                                        
|   
|43. | For the avoidance of doubt, nothing in these Articles shall require shares
    to be transferred by a written instrument if the Statutes, or any regulations
    made under them, provide otherwise and the Directors shall be empowered to
    implement such arrangements as they consider fit in accordance with the Statutes
    and/or such regulations to evidence the transfer of title to shares in the
    Company.

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TRANSMISSION OF SHARES

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|44. | In case of the death of a holder, then the survivor or survivors where
the deceased was a joint holder, or the legal personal representatives
of the deceased where he was a sole holder or the only survivor of joint
holders, 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 of which he had been the sole or joint
holder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|45. | A person becoming entitled by transmission to a share may, on
production of any evidence as to his entitlement as may be properly
required by the Directors, elect either to become the holder of the
share or to have another person nominated by him registered as the
transferee. If he elects to become the holder he shall send notice to the
Company to that effect. If he elects to have another person registered
and the share is a certificated share, he shall execute an instrument of
transfer of the share to that person. If he elects to have himself or
another person registered and the share is an uncertificated share, he
shall take any action the Directors may require (including without
limitation the execution of any document and the giving of any
instruction by means of a relevant system) to enable himself or that
person to be registered as the holder of the share. All the provisions of
these Articles relating to the transfer of shares apply to that notice or
instrument of transfer as if it were an instrument of transfer executed by
the member and the death or bankruptcy of the member or other event
giving rise to the transmission had not occurred.
|   
|46. | A person becoming entitled to a share by reason of the death or bankruptcy
    of the holder shall, upon production of any evidence as to his entitlement
    properly required by the board and subject to the requirements of Article
    45, have the same rights in relation to the share as he would have had if
    he were the holder of the share, subject to Article 158. That person may
        give a discharge for all dividends and other moneys payable in respect
        of the
    share but he shall not, before being registered as a member, be entitled
    in respect of it to exercise any right conferred by membership in relation
    to meetings of the Company or of the holders of any class of shares in the
    Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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| | Provided always that the Directors may at any time give notice requiring
    any suchperson to elect either to be registered himself or to transfer the share,
    and if thenotice is not complied with within sixty days the Directors may thereafter
    withholdpayment of all dividends or other moneys payable in respect of the share
    until therequirements of the notice have been complied with.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SHARE WARRANTS

|47. | The Company with respect to fully paid shares may issue warrants under the
    Seal (hereinafter called Share Warrants) stating that the bearer
    is entitled to the shares therein specified, and may provide by coupons or
    otherwise for the payment of future dividends on the shares included in such
    Share Warrants. Any share while represented by such
a Share Warrant shall be transferable
by delivery of the Share Warrant
relating to it. The Directors may decide either generally or in any particular
case that any signature on a Share Warrant need be applied by electronic or mechanical
means or printed on it or that the Share Warrant need not
be signed by any person.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|48. | The Directors may determine and from time to time vary the conditions upon
    which Share Warrants shall be issued, and in particular upon which:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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| | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | a Share Warrant may be surrendered and the name of thebearer entered in the register in respect of the shares specifiedin such Share Warrant.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------
|
| | Subject to such conditions
          and to these Articles, the bearer of a Share Warrant shall be
          deemed to be a member of the Company and shall have the same rights
          and privileges as if his name were entered
          in the register in respect of the shares comprised
          in such Share Warrant. The bearer of a Share Warrant shall be subject
          to the conditions for the time being
          in force whether made before or after the issue of such
    warrant.

ALTERATION OF SHARE CAPITAL

|49. | The Company may from time to time by Ordinary Resolution:-
|--- | ----------------------------------------------------------
|   
|    | (a)                                                       
|   
|    | (b)                                                       
|   
|    | (c)                                                       
|   
|    | (d)                                                       

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|50. | Whenever as a result of a consolidation or sub-division of shares any members would become entitled to fractions of a share, the Directors may deal with the fractions as they think fit and in particular may sell the
shares representing the fractions to any person (including, subject to the provisions of the Statutes, the Company) and the Directors may either distribute the net proceeds of sale in due proportion among those members or retain them for the benefit
of the Company.    Where the shares to be sold are held in certificated
    form the Directors may authorise some person to execute an instrument of
    transfer of the shares to, or in accordance with the directions of, the buyer.
    Where the shares to be sold are held in uncertificated form, the Directors
    may do all acts and things they consider necessary or expedient to effect
    the transfer of the shares to, or in accordance with the directions of, the
    buyer. The person to whom any shares are so transferred or delivered shall
    not be bound to see to the application of the purchase moneys nor shall his
    title to the shares be affected by any irregularity in, or invalidity of,
    the proceedings relating to the sale.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|51. | Subject to the provisions of the Statutes, the Company may by Special Resolution
    reduce its share capital, any capital redemption reserve and any share premium
    account in any way.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

PURCHASE OF OWN SHARES

|52. | Subject to the provisions of the Statutes, the Company may purchase any of
    its own shares of any class (including any redeemable shares), in any way
    and at any price (whether at, above or below par) and may hold such shares
    as treasury shares.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

GENERAL MEETINGS

|53. | The Company shall comply with the requirements of the Statutes regarding
    the holding of annual general meetings. Subject to such requirements, the
    annual general meeting shall be held at such time and place as the Directors
    shall appoint.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|54. | All general meetings other than annual general meetings shall be called extraordinary
    general meetings.                                                                                                                                               

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|55. | The Directors may whenever they think fit convene an extraordinary general
    meeting to be held at such time and place as the Directors shall appoint,
    and extraordinary general meetings shall also be convened on a requisition
    as provided by the Act, or, in default, may be convened by such requisitionists
    as is provided by the Act. If there are not within the United Kingdom sufficient
    Directors to call a general meeting, any one Director may call a general
    meeting.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

NOTICE OF GENERAL MEETINGS

|56. | An annual general meeting, and an extraordinary general meeting called for
    the passing of a Special Resolution or (save as provided by the Statutes)
    a resolution of which special notice has been given to the Company or a resolution
    appointing a person as a Director, shall be called by at least twenty-one
    clear days notice in writing, and all other extraordinary general meetings
    shall be called by at least fourteen clear days notice in writing.
    The notice shall specify the place (including without limitation any satellite
    meeting place arranged for the purpose of Article 59 which shall be identified
    as such in the notice), the day and the time of the meeting and the general
    nature of the business to be transacted. If any resolution is to be proposed
    as a Special Resolution or an Extraordinary Resolution, the notice shall
    contain a statement to that effect and, in the case of an annual general
    meeting, shall specify the meeting as such. Notices shall be given in the
    manner hereinafter mentioned to all members (other than those who, under
    the provisions of these Articles or otherwise, are not entitled to receive
    such notices from the Company) and to the Directors and the
Auditors.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|57. | The accidental omission to give notice of a meeting, or to send any notification
    where required by the Statutes or these Articles in relation to the publication
    of a notice of meeting on a website, or (in cases where instruments of proxy
    are sent out with the notice) the accidental omission to send an instrument
    of proxy to, or the non-receipt of any such notice, notification or instrument
    by, any person entitled to receive notice, whether or not the Company is
    aware of such omission or non-receipt, shall not invalidate the proceedings
    at that meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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|58. | The notice shall include details of any arrangements made for the purpose
    of Article 61(making clear that participation in those arrangements
    will not amount to attendance
    at the meeting to which the notice relates).                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|59. | The Directors may resolve to enable persons entitled to attend a general
    meeting todo so by simultaneous attendance and participation at a satellite meeting
    placeanywhere in the world. The members present in person or by proxy at satellitemeeting places shall be counted in the quorum for, and entitled to vote at,
    the generalmeeting in question, and that meeting shall be duly constituted and its proceedingsvalid if the chairman of the general meeting is satisfied that adequate facilities
    areavailable throughout the general meeting to ensure that members attending
    at all themeeting places are able to:
|   
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|   
|   
|   
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|    | The Chairman of the general meeting shall be present
    at, and the meeting shall be deemed
    to take place at, the principal meeting place.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|60. | If it appears to the chairman of the general meeting that the facilities
    atthe principal meeting place or any satellite meeting place have becomeinadequate for the purposes referred to in Article 59, then the chairmanmay, without the consent of the meeting, interrupt
    or adjourn the
    general meeting. All business conducted at that general
    meeting up to
    the time of that adjournment shall be valid. The
    provisions of Article 72
    shall apply to that adjournment.                                                                                                                                           

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|61. | The Directors may make arrangements for persons entitled
    to attend a general meeting or an adjourned general meeting to be able to
    view and hear the proceedings of the general meeting or adjourned general
    meeting and to speak  at the meeting (whether by the use of microphones,
    loudspeakers, audio-visual communications equipment or otherwise) by attending
    at a venue anywhere in the world not being	a satellite
    meeting place. Those attending at any such venue shall not be
    regarded as present at the general meeting or adjourned general meeting and
    shall not be entitled to vote at the meeting at or from that venue. The inability
    for any reason of any member present in person or by proxy at such a venue
    to view or hear all or any of the proceedings of the meeting or to speak
    at the meeting shall not in any way affect the validity of the proceedings
    of the meeting.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|62. | The Directors may from time to time make any arrangements for controlling
    the level of attendance at any venue for which arrangements have been made
    pursuant to Article 61 (including without limitation the issue of tickets
    or the imposition of some other means of selection) they in their absolute
    discretion consider appropriate, and may from time to time change those arrangements.
    If a member, pursuant to those arrangements, is not entitled to attend in
    person or by proxy at a particular venue, he shall be entitled to attend
    in person or by proxy at any other venue for which arrangements have been
    made pursuant to Article 61. The entitlement of any member to be present
    at such venue in person or by proxy shall be subject to any such arrangement
    then in force and stated by the notice of meeting or adjourned meeting to
    apply to the meeting.                        
|   
|63. | If, after the sending of notice of a general meeting
    but before the meeting is held, or after the adjournment of a general meeting
    but before the adjourned meeting is held (whether or not notice of the adjourned
     meeting is required), the Directors decide that it is impracticable or unreasonable,
    for a reason beyond their control, to                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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|    | hold the meeting at the declared
          place (or any of the declared places, in the case of a meeting to which
          Article 59 applies) and/or time, they may change the place (or any
          of the places, in the case of a meeting to which Article 59 applies)
          and/or postpone the time at which the meeting is to be held. If such
          a decision is made, the Directors may then change the place (or any
          of the places, in the case of a meeting to which Article 59 applies)
          and/or postpone the time again if they decide that it is reasonable
    to do so. In either case:                                   
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|64. | For the purposes of Articles
         59, 60, 62 and 63, the right of a member to participate in the business
        of any
      general meeting shall include without limitation the right to speak, vote
         on a show of hands, vote on a poll, be represented by a proxy and have
        access
      to all documents which are required by the Act or these Articles to be
        made  available at the meeting.                                                                                                                                                                                                                                         
|   
|65. | The Directors and, at any
      general meeting, the chairman may make any arrangement and impose any requirement
      or restriction they or he considers appropriate to ensure the security of
      a general meeting including, without limitation, requirements for evidence
      of identity to be produced by those attending the meeting, the searching
      of their personal property and the restriction of items that may be taken
      into the meeting place. The Directors and, at any general meeting, the chairman
      are entitled to refuse entry to a person who refuses to comply with these
      arrangements, requirements or restrictions.
|   



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PROCEEDINGS
      AT GENERAL MEETINGS

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|66. | No business shall be transacted at
        any general meeting unless a quorum of members is present at the time
        when the meeting proceeds to business, but the absence of a quorum shall
        not preclude the choice or appointment of a chairman of the meeting (which
        shall not be treated as part of the business of the meeting). Save as
        herein otherwise provided, five members present in person shall be a
        quorum.

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|67. | If within five minutes from the time
      appointed for the meeting or such longer period not exceeding 30 minutes
      as the chairman of the meeting may think fit to allow, a quorum is not present,
      or if during a meeting such a quorum ceases to be present, the meeting,
      if convened upon the requisition of members, shall be dissolved; in any
      other case, it shall stand adjourned to such day, time and place as the
      chairman of the meeting may determine and, if at the adjourned meeting a
      quorum is not present within five minutes from the time appointed for the
      meeting, the members present shall be a quorum.
|   
|68. | The Chairman of the board or, in his
      absence, any Deputy Chairman or, in their absence, any other Director previously
      nominated by the Directors shall preside as chairman of the meeting, but,
      if none of them be present within five minutes after the time appointed
      for holding the meeting and willing to act, the Directors present shall
      elect one of their number to be chairman and, if there is only one Director
      present and willing to act, he shall be chairman.                                                                                                                                                       
|   
|69. | If no Director is willing to act as
        chairman, or if no Director is present within five minutes after the
        time
      appointed for holding the meeting, the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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|    | members present and entitled
    to vote shall choose one of their number to be chairman.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|70. | A Director shall, notwithstanding
      that he is not a member, be entitled to attend and speak at any general
      meeting and at any separate meeting of the holders of any class of shares
      in the capital of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|71. | The chairman of any general
	     meeting at which a quorum is present may, with the consent of that meeting

      (and shall if so directed by the meeting), adjourn the meeting from time
	     to time and from place to place, but no business shall be transacted
	    at
      any adjourned meeting other than the business left unfinished at the meeting
	     from which the adjournment took place. Subject to Article 72, it shall
	    not
      be necessary to give any notice of an adjournment or of the business to
	     be transacted at an adjourned meeting. In addition (and without prejudice

      to the chairman's power to adjourn a meeting conferred by Article 60),
	    the chairman may adjourn the meeting to another time and place without such

      consent if it appears to him that:
|   
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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|72. | Any such adjournment may
        be for such time and to such place (or, in the case of a meeting held
        at a principal meeting place and a satellite meeting place, such places)
        as the chairman may in his absolute discretion determine, notwithstanding
        that by reason of such adjournment some members may be unable to be present
        at the adjourned meeting. Any such member may nevertheless appoint a
        proxy for the adjourned meeting either in accordance with Article 88
        or by means of an instrument which, if delivered by him at the meeting
        which is adjourned to the chairman or the secretary or any Director,
        shall be valid even though it is given at less notice than would otherwise
        be required by Article 88(a). When a meeting is adjourned for 30 days
        or more or for an indefinite period, notice shall be sent at least seven
        clear days before the date of the adjourned meeting specifying the time
        and place (or places, in the case of a meeting to which Article 59 applies)
        of the adjourned meeting and the general nature of the business to be
    transacted.                                                                                                                                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|73. | If an amendment is proposed
      to any resolution under consideration but is in good faith ruled out of
      order by the chairman, the proceedings on the substantive resolution shall
      not be invalidated by any error in such ruling. With the consent of the
      chairman, an amendment may be withdrawn by its proposer before it is voted
      on. No amendment to a resolution duly proposed as a Special or Extraordinary
      Resolution may be considered or voted on (other than a mere clerical amendment
      tocorrect a patent error). No amendment
      to a resolution duly proposed as an Ordinary Resolution may be considered
      or voted on (other than a mere clerical amendment to correct a patent error)
      unless either (a) at least 48 hours before the time appointed for holding
      the meeting or adjourned meeting at which the Ordinary Resolution is to
      be considered, notice of the terms of the amendment and the intention to
      move it has been delivered by means of an instrument to the office or to
      such other place as may be specified by or on behalf of the Company for
      that purpose, or received in an electronic communication at such address
      (if any) for the time being notified by or on behalf of the Company for
      that purpose, or (b) the chairman in his absolute discretion decides that
      the amendment may be considered and voted on.
|   
|74. | At any general meeting a
      resolution put to the vote of the meeting shall be decided on a show of
      hands unless a poll is (before or on the declaration of the result of the
      show of hands) demanded:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | by the chairman of the meeting; or                                                                                                                                                                                                                                                                                
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                   
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | by at least five
      members present in person or by proxy; or                                                                                                                                                                                                                                                  
|   
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | by any member or
      members present in person or by proxy and representing not less than one-tenth
      of the total voting rights of all the members having the right to vote at
      the meeting; or                                                                                                       
|   
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | by a member or members
      present in person or by proxy and holding shares in the Company conferring
      a right to vote at the meeting 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 the shares conferring the right.
|   
|    | A demand by a person as
      proxy for a member shall be the same as a demand by the member.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|    | Unless a poll be so demanded
      (and the demand is not withdrawn before the poll is taken), a declaration
      by the chairman of the meeting that a resolution has on a show of hands
      been carried or carried unanimously, or by a particular majority, or lost
      or not carried by a particular majority, 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.                                                                                                                                                                                                                                                     
|   
|    | The demand for a poll may
      be withdrawn, with the consent of the chairman, before the poll is taken.
      If such demand is withdrawn before the declaration of the result of a show
      of hands, the meeting shall continue as if the demand had not been made.
      If such demand is withdrawn after the declaration of the result of a show
      of hands, it shall not be taken to have invalidated the result of the show
      of hands so declared.                                                                                                                                                                                                                                                                      
|   
|75. | If a poll is demanded (and
         the demand is not withdrawn) it shall be taken in such manner and, subject

      to Article 77, at such time and place as the chairman of the meeting directs.
         The poll shall be deemed to be part of the meeting at which it was demanded

      and the result of the poll shall be deemed to be the resolution of such
         meeting. Any business other than that upon which a poll has been demanded

      may be proceeded with pending the taking of the poll. On a poll, votes
        may  be given either personally or by proxy and a person entitled to
        more than
      one vote need not use all of his votes or cast all the votes he uses in
         the same way.

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|76.                  | In the case of an equality of
          votes, whether on a show of hands or on a poll, the chairman of the
          meeting at which the show of hands takesplace
          or at which the poll is demanded shall be entitled to a second or casting
    vote.                                                                                                                                                                                                                                                                                                                                                                       
|-------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|77.                  | A poll demanded on the election of
        the chairman of a meeting or on a question of adjournment shall be taken
    forthwith.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|VOTES
    OF MEMBERS
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|78.                  | Subject to any special rights or restrictions
        as to voting attached to any shares by or in accordance with these Articles,
        on a show of hands, every member who (being an individual) is present
        in person or (being a corporation) is present by a representative duly
        authorised in accordance with Article 92, not being himself a member,
        shall have one vote and on a poll every member who (being an individual)
        is present in person or by proxy or (being a corporation) is present
        by a representative or by proxy shall have one vote for every share held
    by him.
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|79.                  | No notice need be sent of a poll not
        taken at the meeting at which it is demanded if the time and place at
        which it is to be taken are announced at the meeting. In any other case
        notice shall be sent at least seven clear days before the taking of the
    poll specifying the time and place at which the poll is to be taken.                                                                                                                                                                                                                                                                             
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|80.                  | In the case of joint holders the vote
        of the senior who tenders a vote, whether in person 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.                                                                                                                                                                                                                                                                                                                
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|81.                  | A member in respect of whom an order
        has been made by any competent court or official (whether in the United
    Kingdom or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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|    | elsewhere) on the ground that
    he is or may be suffering from mental disorder or is otherwise incapable
    of managing his affairs, may vote, whether on a show of hands or on a poll,
    by any person authorised in such circumstances to do so appointed by such
    court or official and that person may vote on a poll by proxy. Evidence to
    the satisfaction of the board of the authority of the person claiming to
    exercise the right to vote shall be delivered at the office (or at such other
    place as may be specified in accordance with these Articles for the delivery
    of the instruments appointing a proxy) not less than 48 hours before the
    time appointed for holding the meeting or adjourned meeting at which the
    right to vote is to be exercised.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|82. | No member shall be entitled to vote at any general meeting unless all calls
    or other sums presently payable by him in respect of shares in the Company
    have been paid.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|83. | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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| | (b) | Where the Default Shares represent at least 0.25 per cent. of the issued
    shares of the class in question (excluding any shares of that class held
    as treasury shares), the Directors may in their absolute discretion by notice
    (a Direction Notice) to such member direct that:-
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     | (i)                                                                                                                                                                                                                                                                                            
|
| |     | (ii)                                                                                                                                                                                                                                                                                           
|
| |     |                                                                                                                                                                                                                                                                                                
|
| |     |                                                                                                                                                                                                                                                                                                
|
| |     | Upon the giving of a Direction Notice its terms shall apply accordingly.                                                                                                                                                                                                                       
|
| | (c) | The Company shall send to each other person appearing to be interested in
    the shares the subject of any Direction Notice a copy of the Direction Notice,
    but the failure or omission by the Company to do so shall not invalidate
    such Direction Notice.                           

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| | (d) | (i)  | Save as herein provided any Direction Notice shall have effect in accordance
    with its terms for so long as the default in respect of which the Direction
    Notice was issued continues and shall cease to have effect thereafter upon
    the Directors so determining (such determination to be made within a period
    of one week of the default being duly remedied with written notice thereof
    being given forthwith to the member).                                                                                                          
| | --- | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     | (ii) | Any Direction Notice shall cease to have effect in relation to any shares
    which are transferred by such member by means of an Approved Transfer or
    in accordance with paragraph (b)(ii) above.                                                                                                                                                                                                                                                                                                                                                        
|
| | (e) | (i)  | Where any person appearing to be interested in shares has been duly served
    with a notice under Section 212 of the Act and the shares in which he appears
    to be interested are held by an Approved Depositary, the provisions of this
    Article shall be treated as applying only to those shares held by the Approved
    Depositary in which such person appears to be interested and not (insofar
    as such persons apparent interest is concerned) to any other shares
    held by the
Approved Depositary.                                   
|
| |     | (ii) | Where the member on whom a notice under Section 212 of the Act is duly served
    is an Approved Depositary acting in its capacity as such, the obligations
    of the Approved Depositary as a member of the Company shall be limited to
    disclosing to the Company such information relating to any person appearing
    to be interested in the shares held by it as has been recorded by it pursuant
    to the arrangements entered into by the Company or approved by the Directors
    pursuant to which it was appointed as an Approved Depositary.

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| |  | (f) | For
    the purposes of this Article:-
| |  | --- | --------------------------------------
| |  |     |                                       
| |  |     | (i)                                   
|
| |  |     | (ii)                                  
|
| |  |     | (iii)                                 
|
| |  |     |                                       
|
| |  |     |                                       

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|    | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | The provisions of this Article
    83 are in addition and without prejudice to the provisions of the Act.                                                     
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                               
|    | (h)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | The Company may exercise any of its powers
      under Article 10 in respect of any Default Share that is held in uncertificated
    form.                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|84. | No objection shall be
        raised to the qualification of any voter except at the meeting or adjourned
        meeting or poll at which the vote objected to is given or tendered, and
        every vote not disallowed at such meeting shall be valid for all purposes
        and every vote not counted which ought
        to have been counted shall be disregarded. Any such objection
        made in due time shall be referred to the chairman of the meeting, whosedecision
    shall be final and conclusive.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|85. | A proxy need not be a member of the Company. A member mayappoint more than one proxy to attend on the same occasion providedthat:                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | the instrument appointing the proxy shall specify the number ofshares in respect of which the proxy is appointed; and                                         
|   
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | only one proxy shall be appointed in respect of any one share.                                                                                                
|   
|86. | An instrument appointing a proxy:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | in the case of an individual shall be signed by the appointor orhis attorney;                                                                                 
|   
|   
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | in the case of a corporation shall be either given under itscommon seal or signed on its behalf by an attorney or a dulyauthorised officer of the corporation.
|   
|    | The signature on such instrument need not be witnessed. Where aninstrument appointing a proxy is signed on behalf of the appointor byan attorney, the letter or power of attorney, or a duly certified copythereof, must (failing previous registration with the Company) belodged with the instrument of proxy pursuant to the next followingArticle, failing which the instrument may be treated as invalid.                                                                                                              
|   
|   

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|87. | The appointment of a proxy
        shall be in any usual form or in any otherform
        which the Directors may approve. Subject thereto, theappointment
        of a proxy may be:                                                                                                                                                                                                                                                                                                                                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | The Directors
        may, if they think fit, but subject to the provisions of the Statutes,
        at theCompany's
          expense send forms of proxy for use at the meeting and issue invitations
          containedin electronic communications
          to appoint a proxy in relation to the meeting, in each case in such
          form as may be approved by the Directors. The appointment of a proxy
          shall not preclude a member from attending and voting in person at
          the meeting or poll concerned.
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

|88. | Without prejudice to Article 63(b) or to the second sentence of Article 72,
    the appointment of a proxy shall:
|--- | -----------------------------------------------------------------------------------------------------------------
|   
|    | (a)                                                                                                              
|   
|    |                                                                                                                  
|   
|    |                                                                                                                  
|   
|    |                                                                                                                  

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62



|    | (b)                                                                                                                                                  | in the case of an appointment contained
      in an electronic communication, where an address has been specified by
    or on behalf of the Company for the purpose of receiving electronic communications:                                                                                                                            
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                      | (i)                                                                                                                                                                                                                                                                                                                                     
|   
|    |                                                                                                                                                      | (ii)                                                                                                                                                                                                                                                                                                                                    
|   
|    |                                                                                                                                                      | (iii)                                                                                                                                                                                                                                                                                                                                   
|   
|    |                                                                                                                                                      | be received at that address not less than 48 hours before the time appointed
for holding the meeting or adjourned meeting (or any postponed time appointed
for holding the meeting pursuant to Article 63) at which the person named in
the appointment proposes to vote; or                                                            
|   
|    | (c)                                                                                                                                                  | in
    the case of an instrument or of an appointment contained inan
    electronic communication, where a poll is taken more than 48 hours after
    it is demanded, be delivered or received as aforesaid after the poll has
    been demanded and not less than 24 hours before the time appointed for the
    taking of the poll; or
|    |                                                                                                                                                     
|    | (d)                                                                                                                                                  | in the case only of an instrument, where
    a poll is not takenforthwith but
    is taken not more than 48 hours after it was demanded, be delivered at the
    meeting at which the poll was demanded to the chairman or to the secretary
    or to any Director.                                                                     
|    |                                                                                                                                                     
|89. | Where the appointment of a proxy is expressed to
    have been or purports to have been executed by a person on behalf of the
    holder of	a share:
|    |                                                                                                                                                     
|    | (a)                                                                                                                                                  | the Company may treat the appointment as
    sufficient evidenceof the authority
    of that person to execute the appointment on behalf of that holder;                                                                                                                                                                                

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63



|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | that holder shall, if requested by or on behalf of the Company at any time,
    send or procure the sending of any written authority under which the appointment
    has been executed, or a copy of such authority certified notarially or in
    some other way approved by the board, to such address and by such time as
    may be specified in the request and, if the request is not complied with
    in any respect, the appointment may be treated as invalid; and
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | whether or not a request under Article 89(b) has been made or complied with,
    the Company may determine that it has insufficient evidence of the authority
    of that person to execute the appointment on behalf of that holder and may
    treat the appointment as invalid.                                                                                                                                                                                          
|   
|90. | A proxy appointment which is not delivered or received in accordance with
    Article 88 shall be invalid. When two or more valid proxy appointments are
    delivered or received in respect of the same share for use at the same meeting,
    the one which was last delivered or received shall be treated as replacing
    and revoking the others as regards that share. The Directors may determine
    at their discretion when a proxy appointment shall be treated as delivered
    or received for
the purposes of these Articles.                                                                                                                                                                                                                                                                                                               
|   
|91. | A proxy appointment shall be deemed to include the right to demand, or join
    in demanding, a poll but shall not confer any further right to speak at a
    meeting, except with the permission of the chairman of the meeting. The proxy
    appointment shall also, unless it provides to the contrary, be deemed to
    confer authority on the proxy to vote or abstain from voting as the proxy
    thinks fit on any amendment of a resolution and on any procedural motion
    or resolution put to the meeting to which it relates and on any other business
    not referred to in the notice of meeting which may properly come before the
    meeting to which it relates. The proxy appointment shall, unless it provides
    to the contrary, be valid for any adjournment of the meeting as well as for
    the meeting to which it relates.

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|92. | Any corporation which is a member
          of the Company may, by resolution of its Directors or other governing
          body, authorise such person as it thinks
          fit to act as its representative at any meeting of the Company or of
          any class of shareholders of the Company. The person so authorised
          shall be entitled to exercise on behalf of the corporation which he
          represents the same powers (other than power to appoint a proxy) as
          that corporation could exercise if it were an individual member of
          the Company save that a Director, the secretary or other person authorised
          for the purpose by the secretary may require such person to produce
          a certified copy of the resolution of authorisation before permitting
          him to exercise his powers. The corporation shall for the purposes
          of these Articles be deemed to be present in person at any such meeting
          if a person so
authorised is present at it.                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|93. | A vote given or poll demanded by a proxy or by the duly authorised representative
    of a corporation shall be valid notwithstanding the previous termination
    of the authority of the person voting or demanding the poll unless notice
    of the termination was either delivered or received as mentioned in the following
    sentence at least 48 hours before the start of the meeting or adjourned meeting
    at which the vote is given or the poll demanded or (in the case of a poll
    taken otherwise than on the same day as the meeting or adjourned meeting)
    the time appointed for taking the poll. Such notice of termination shall
    be either by means of an instrument delivered to the office or to such other
    place within the United Kingdom as may be specified by or on behalf of the
    Company in accordance with Article 88(a) or contained in an electronic communication
    received at the address (if any) specified by or on behalf of the Company
    in accordance with Article 88(b), regardless of whether any relevant proxy
    appointment was effected by means of an instrument or contained in an electronic
    communication. For the purpose of this Article, an electronic communication
    which contains such notice of termination need not comprise writing if the
    board has determined that the electronic communication which contains the
    relevant proxy appointment need not comprise writing.

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65



CLASS MEETINGS

|94. | All provisions of these Articles relating to general meetings of the    Company shall, mutatis mutandis, apply to every separate
    general    meeting of the holders of any class of shares in
    the capital of the    Company, except that, in relation to any general
    meeting of the holders    of any class of shares in the capital of the Company
    other than    Ordinary Shares:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|95. | The number of Directors shall be not less than five nor more than    twenty-five, but the Company may from time to time
    by Ordinary    Resolution increase the maximum number of Directors
    beyond    twenty-five.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|96. | At every annual general meeting one-third of the Directors or, if their number
    is not three or a multiple of three, the number nearest to one-third shall
    retire from office. Subject to the provisions of the Statutes and these Articles,
    the Directors to retire by rotation shall be, first, those who wish to retire
    and not be re-appointed to office and, second, those who have been longest
    in office since their last appointment or re-appointment. As between persons
    who became or were last appointed or re-appointed Directors on the same day,
    those to retire shall (unless they otherwise agree among themselves) be determined
    by lot. The Directors to retire on each occasion (both as to number and identity)
    shall be determined by the composition of the board at the date of the notice
    convening the annual general meeting. No Director shall be required to retire
    or be relieved from retiring or be retired by reason of any change in the
    number or identity of the Directors after the date of the notice but before
    the close of the meeting.

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|97. | In addition to those Directors retiring pursuant to Article 96, any Director
    who has at the start of the annual general meeting been in office for three
    years or more since his last appointment or reappointment, but who is not
    retiring pursuant to Article 96, shall retire at that annual general meeting.                                                       
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|98. | If the Company does not fill the vacancy at the meeting at which a Director
    retires by rotation or otherwise, the retiring Director shall, if willing
    to act, be deemed to have been re-appointed unless at the meeting it is resolved
    not to fill the vacancy or unless a resolution for the re-appointment of
    the Director is put to the meeting and not carried.
|   
|99. | No person other than a Director retiring by rotation shall be appointed a
    Director at any general meeting unless:                                                                                                                                                                                                                                                              
|   
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                
|   
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                

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|100. | Except as otherwise authorised by the Statutes, the appointment of any    person proposed as a Director shall be effected by
    a separate    resolution.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|101. | Subject as aforesaid, the Company may by Ordinary Resolution    appoint a person who is willing to act to be a Director
    either to fill a    vacancy or as an additional Director and may also
    determine the    rotation in which any additional Directors are to
    retire. The    appointment of a person to fill a vacancy or as an
    additional Director    shall take effect from the end of the meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    
|102. | The board may appoint a person who is willing to act to be a Director,    either to fill a vacancy or as an additional Director
    and in either case    whether or not for a fixed term, provided that the
    appointment does not    cause the number of Directors to exceed the number,
    if any, fixed by or    in accordance with these Articles as the maximum
    number of Directors.    Irrespective of the terms of his appointment, a Director
    so appointed    shall hold office only until the next following annual
    general meeting    and shall not be taken into account in determining
    the Directors who    are to retire by rotation at the meeting. If not
    re-appointed at such    annual general meeting, he shall vacate office at
    its conclusion.                                                                                                                                       
|    
|103. | A Director who retires at an annual general meeting may, if willing to    act, be re-appointed. If he is not re-appointed,
    or deemed to have    been re-appointed under Article 98, he shall retain
    office until the    meeting appoints someone in his place, or if it does
    not do so, until the    end of the meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    
|104. | No person shall be disqualified from being appointed or re-appointed a Director,
    and no Director shall be required to vacate that office, by reason only of
    the fact that he has attained the age of 70 years or any other age nor shall
    it be necessary by reason of his age to give special notice under the Statutes
    of any resolution. Where the board convenes any general meeting of the Company
    at which (to the knowledge of the board) a Director will be proposed for
    appointment or re-appointment who at the date for which the meeting is convened
    will have attained the age of 70 or more, the board shall give notice of
    his age in years in the notice convening the meeting or in any document sent
    with the notice, but the accidental omission to do so shall not invalidate
    any proceedings, or any appointment or re-appointment of that Director, at
    that meeting.

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|105. | The Directors may from time to time appoint any one or more of their body
    to the office of Chief Executive, Managing Director or Executive Director
    for such period and on such terms as they think fit and, subject to the terms
    of any agreement entered into in any particular case, may revoke or vary
    such appointment but without prejudice to any rights or claims which the
    person whose appointment is revoked or varied may have against the Company
    because of the revocation or variation. Any such appointment shall terminate
    if the appointee ceases to be a Director but without prejudice to any claim
    for damages for breach of contract of service between the Director and the
    Company. A Director appointed to an executive office shall not cease to be
    a Director merely because his appointment to such executive office terminates.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ALTERNATE DIRECTOR

|106. | (a) | Each Director shall have the power to
      appoint any other Director to act as Alternate Director, in his place,
      at any meeting of the Directors at which he is unable to be present, and
      at his discretion to remove such
Alternate Director.                                                                                                                                                                                                                                                                                                                                                                             
|---- | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | (b) | On such appointment being made the Alternate Director shall (except as regards
    the power to appoint an Alternate Director) be subject in all respects to
    the provisions, terms and conditions of these Articles existing with reference
    to the other Directors of the Company, and each Alternate Director, whilst
    acting in the place of an absent Director, shall be entitled to exercise
    and discharge all the powers and duties of the Director he represents, but
    shall not be entitled to any further remuneration from the Company in respect
    of the exercise and discharge of such powers and duties.

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| | (c) | Any Director who is appointed an Alternate Director shall be entitled to
    vote at a meeting of the Directors on behalf of each Director so appointing
    him as distinct from the vote to which he is entitled in his own capacity
    as a Director, and shall also be considered as all the Directors for whom
    he acts as Alternate Director in addition to himself for the purpose of making
    a quorum provided that at least one other Director is separately
represented.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (d) | Any Director appointed an Alternate Director shall vacate his office as such
    Alternate Director if, and when, the Director by whom he has been appointed
    vacates his office as Director (otherwise than by retirement at a general
    meeting of the Company at which he is re-elected) or removes him by notice
    in writing to the Company, or upon the happening of any event which would
    cause such Alternate Director to vacate the office of Director.              
|
| | (e) | Every instrument appointing or removing an Alternate Director shall be in
    writing signed by the appointor and shall be effective upon delivery at the
    registered office or at a meeting of the Directors or, in the case of a notice
    contained in an electronic communication, at such address (if any) for the
    time being notified by or on behalf of the Company for that purpose.                                                                                     
|
| | (f) | Save as otherwise provided in these Articles, an Alternate Director shall
    be deemed for all purposes to be a Director and shall alone be responsible
    for his own acts and defaults and he shall not be deemed to be the agent
    of
the Director appointing him.                                                                                                                                                                                                                

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QUALIFICATION
  AND REMUNERATION OF DIRECTORS

|107. | No minimum holding of Ordinary
      Shares of the Company is required as a qualification of a Director.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|108. | Executive Directors shall receive
      such remuneration as the Directors may determine, and such remuneration
      may be of any description, including without limitation admission to, or
      continuance of, membership of any scheme (including any share acquisition
      scheme) or fund instituted or established or financed or contributed to
      by the Company for the provision of pensions, life assurance or other benefits
      for employees or their dependants, or the payment of a pension or other
      benefits to him or his dependants on or after retirement or death, apart
      from membership of any such scheme or fund.
|    
|109. | Subject to the provisions of the
      Statutes, the board may enter into, vary and terminate an agreement or arrangement
      with any Director who does not hold executive office for the provision of
      his services to the Company. Subject to Article 110 and 111, any such agreement
      or arrangement may be made on such terms as the board determines.                                                                                                                                                                                                                                                                                         
|    
|110. | The Directors who are not Executive
      Directors shall be entitled to remuneration for their services as Directors
      in such amount as the board of Directors may determine not exceeding in
      aggregate £500,000 per annum (or such higher amount as may from time
      to time be determined by the Company by Ordinary Resolution) and such remuneration
      shall be apportioned amongst them as the board may determine. In addition
      to the foregoing, any Director resident outside the United Kingdom who is
      not an Executive Director may be paid such extra remuneration as the board
      may determine.                   
|    
|111. | Any Director who is not an Executive
      Director and who performs special services which in the opinion of the board
      are outside the scope of the ordinary duties of a Director, may (without
      prejudice to the provisions of Article 110) be paid such extra remuneration
      by way of additional fee, salary, commission or otherwise as the board may
      determine.                                                                                                                                                                                                                                                                      

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|112. | A Director of the Company may
      be or become a Director or other officer of, or otherwise interested in,
      any company promoted by the Company, or in which the Company may be interested
      as shareholder or otherwise. No such Director shall (unless the Company
      otherwise directs) be accountable to the Company for any remuneration or
      other benefits received by him as a Director or officer of, or from his
      interest in, such other company, notwithstanding that the Director shall
      have acted, or voted, as a Director of the Company in connection with the
      fixing or allocation of such remuneration or benefits for the office at
      a time when he did not hold the office and provided that such action, or
      vote, was not in breach of Article 117(e) and 117(f).
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|113. | In addition to any remuneration
      to which the Directors are entitled under the Articles, they shall be paid
      all travelling, hotel and other expenses properly incurred by them in attending
      meetings of the Directors, any committee of the Directors, general meetings
      of the Company or class meetings, or otherwise in connection with the business
      of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    

POWERS
  AND DUTIES OF DIRECTORS

|114. | The business of the Company shall
      be managed by the Directors, who may exercise all such powers of the Company
      as are not, by the Statutes, these Articles or any resolution of the Company,
      required to be exercised by the Company in general meeting. Any exercise
      of such powers by the Directors shall be in accordance with the provisions
      of the Statutes, these Articles and such regulations, being not inconsistent
      with the Statutes or these Articles, as may be prescribed by any resolution
      of the Company; but no regulation made by the Company shall invalidate any
      prior act of the Directors which would have been valid if that regulation
      had not been made. The general powers given by this Article shall not be
      limited by any special power given to the Directors by any other Article.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|115. | Without restricting
      the generality of the foregoing powers, the Directors may do the following
      things:                                                                                                                                                                                                                                                            
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                               
|     | (a)                                                                                                                                                                                                                                                                                                                                                                           
|    
|     | (b)                                                                                                                                                                                                                                                                                                                                                                           
|    
|     | (c)                                                                                                                                                                                                                                                                                                                                                                           
|    
|116. | The Company may exercise
      the powers conferred by the Act with regard to having an official seal for
      use abroad, and such powers shall be vested in the Directors. Whenever
      in these Articles, reference is made to the Seal the reference shall, when
      and so far as may be applicable, be deemed to include any such official
      seal as aforesaid.
|    
|117. | (a)                                                                                                                                                                                                                                                                                                                                                                           

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73  (b)
      A Director shall
        not vote in respect of any contract, arrangement or proposal in which
        he has a material interest, and if he shall do so his vote shall not be
        counted, nor shall he be counted in the quorum present at the meeting,
        but these prohibitions shall not apply to:(i)
      any arrangement for giving any Director
        any security orindemnity
        in respect of money lent by him to, or obligationsundertaken by him for the benefit of, the Company or anyof
        its subsidiary undertakings;(ii)
      any contract or arrangement by a Director
        to participate inthe underwriting
        or sub-underwriting of any offer of shares,debentures or other securities of the Company, or any of itssubsidiary
        undertakings, for subscription, purchase orexchange;(iii)
      any contract or arrangement in
        which he isinterested by
        virtue of his interest in shares or debenturesor
        other securities of the Company, or by reason of anyother
        interest in or through the Company;(iv)
      any contract or
        arrangement concerning any other company (notbeing
        a company in which the Director owns one per cent or more) inwhich he is interested, directly or indirectly, whether as an officer,shareholder, creditor or otherwise howsoever. A company shall bedeemed
        to be a company in which a Director owns one per cent ormore if and so long as (but only if and so long as) he is (either directlyor indirectly) the holder
        of, or beneficially interested in, one per cent ormore of any class of the equity share capital of such company, or of thevoting rights available to members of such company. For the purposeof
        this paragraph there shall be disregarded any shares held by aDirector
        as bare or custodian trustee and in which he has no beneficialinterest,
        any shares comprised in a trust in which the Directors interestis in reversion or remainder
        if and so long as some other person isentitled
        to receive the income thereof and any shares comprised in anauthorised unit trust scheme or any other unitised investment in whichthe Director is interested
        only as a unit holder;


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| |  | (v)   | any
      proposal concerning the adoption, modification or operation
      of a superannuation fund or retirement, death ordisability
      benefits scheme, share option scheme, shareincentive
      scheme or profit sharing scheme, which relatesboth
      to Directors and employees of the Company, or of anyof
      its subsidiary undertakings and does not accord to anyDirector
      as such any privilege or advantage not generallyaccorded
      to the employees to which such scheme or fundrelates;
| |  | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  | (vi)  | any arrangement for the benefit of employees
      of theCompany, or of any
      of its subsidiary undertakings underwhich
      the Director benefits in a similar manner as theemployees;any proposal concerning any
      insurance which the                                                                                                                                                                                                                                                                      
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  | (vii) | Company is empowered to purchase
      or maintain for or forthe
      benefit of any Directors of the Company, or for personswho
      include Directors of the Company;                                                                                                                                                                                                                                                                                                                                              

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| |     | and these prohibitions may
    at any time be suspended or relaxed to any extent, either generally or in
    respect of any particular contract, arrangement or transaction, by the Company
    in general meeting. If a question arises at a meeting of the board or of
    a committee of the board as to the entitlement of a Director to vote, the
    question may, before the conclusion of the meeting, be referred to the chairman
    of the meeting and his ruling in relation to any Director other than himself
    shall be final and conclusive except in a case where the nature or extent
    of the interests of the Director concerned have not been fairly disclosed.
    If any such question arises in respect of the chairman of the meeting, it
    shall be decided by resolution of the board (on which the chairman shall
    not vote) and such resolution will be final and conclusive except in a case
    where the nature and extent of the interests of the chairman have not been
    fairly
disclosed.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (c) | Subject to the provisions of the Statutes, and provided that he has disclosed
    to the Directors the nature and extent of any material interest of his, a
    Director notwithstanding his office:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (d) | For the purpose of sub-clause (c) of this Article:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | a
    general notice given to the Directors, that a Director is tobe
    regarded as having an interest of the nature and extent specified in the
    notice in any transaction or arrangement in which a specified person or class
    of persons is interested, shall be deemed to be a disclosure that the Director
    has an interest in any such transaction of the nature and extent so specified;
    and
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | an interest of which a Director has no knowledge and of which it is unreasonable
    to expect him to have knowledge shall not be treated as an interest of his.                                                                                                                                                                                                                                                 
|
| | (e) | Subject to the provisions
        of sub-clause (f) of this Article 117, a Director shall not vote, or
        be counted in the quorum present, on any resolution 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 or
    varying the terms of his appointment or the termination thereof.                                                                                                                                                                                                                                                
|
| | (f) | Where proposals are under
        consideration concerning the appointment (including fixing or varying
        the terms of appointment) of two or more Directors to offices or employments
        with, or places of profit under, the Company, or any company 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 otherwise debarred from voting under these
        Articles) shall be entitled to vote and be counted in the quorum in respect
    of each resolution except that concerning his own appointment.
|
| | (g) | Any Director may act by himself
          or his firm in a professional capacity for the Company, and he or his
          firm shall be entitled to remuneration for professional services as
          if he were not a Director; provided that nothing herein contained shall
    authorise        aDirector
    or his firm to act as auditor to the Company.                                                                                                                                                                                                                                                                                                              

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|118 | The Directors may (by establishment
        of, or maintenance of, schemes or otherwise) provide benefits, whether
        by the payment of gratuities or pensions or by insurance or otherwise,
        for any past or present Director or employee of the Company or any of
        its subsidiary undertakings or any body corporate associated with, or
        any business acquired by, any of them, and for any member of his family
        (including a spouse and a former spouse) or any person who is or was
        dependent on him, and may (as well before as after he ceases to hold
        such office or employment) contribute to any fund and pay premiums for
    the purchase or provision of any such benefit.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|119 | Without prejudice to the
        provisions of Article 190, the board may exercise all the powers of the
        Company to purchase and maintain insurance for or for the benefit of
    any person who is or was:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | including without limitation
        insurance against any liability incurred by such person in respect of
        any act or omission in the actual or purported execution or discharge
        of his duties or in the exercise or purported exercise of his powers
        or otherwise in relation to his duties, powers or offices in relation
        to the Company or any such other company or pension fund, share scheme
        or scheme or
arrangement.                                                                                                                                                                                                                                                                     

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|120  | No Director or former Director shall
      be accountable to the Company or the members for any benefit provided pursuant
    to these Articles. The
receipt of any such benefit shall not disqualify any person from being or becoming
a Director of the Company.                                                                                                                                                                                                                          
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|121. | Pursuant to Section 719 of the Act, the board is hereby authorised to make
    such provision as may seem appropriate for the benefit of any persons employed
    or formerly employed by the Company or any of its subsidiary undertakings
    in connection with the cessation or the transfer of the whole or part of
    the undertaking of the Company or any subsidiary undertaking. Any such provision
    shall be made by a resolution of the board in accordance with Section
719.
|    

BORROWING POWERS

|122. | (a) | Subject as hereinafter provided,
        the Directors may exercise all the powers of the Company to borrow money
        and to mortgage or charge its undertaking, property and uncalled capital
        and to issue debentures and other securities, whether outright or as
        collateral security for any debt, liability or obligation of the Company,
    or of any third party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|---- | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (b) | The Directors shall restrict the borrowings of the Company and exercise all
    voting and other rights or powers of control exercisable by the Company at
    general meetings of its subsidiary undertakings incorporated in the United
    Kingdom, so as to secure (as regards such subsidiary undertakings so far
    as by such exercise they can secure) that the aggregate amount for the time
    being remaining undischarged of all moneys borrowed by the Company and its
    subsidiary undertakings (exclusive of moneys borrowed by the Company from
    and for the time being owing to any subsidiary undertaking or by any subsidiary
    undertaking from and for the time being owing to the Company or another subsidiary
    undertaking) shall not, without the previous sanction of the Company in general
    meeting, exceed a sum equal to two and a half times the aggregate of:

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| | (i)  | the nominal amount of the
        share capital of the Company for the time being issued and paid up or
    credited as paid up; and                                                                                                                                                                                                                                                             
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                  
| | (ii) | the sums standing to the
        credit of the capital and revenue reserves of the Company and its subsidiary
        undertakings (including but not limited to share premium account, capital
        redemption reserve fund and profit and loss account) all as shown in
        the latest audited consolidated balance sheet of the Company and its
    subsidiary undertakings, but after,
| |      |                                                                                                                                                                                                                                                                                                                                                                                                  
| |      | (A)                                                                                                                                                                                                                                                                                                                                                                                              
| |      |                                                                                                                                                                                                                                                                                                                                                                                                  
| |      | (B)                                                                                                                                                                                                                                                                                                                                                                                              
| |      |                                                                                                                                                                                                                                                                                                                                                                                                  
| |      | (C)                                                                                                                                                                                                                                                                                                                                                                                              
| |      |                                                                                                                                                                                                                                                                                                                                                                                                  
| |      | (D)                                                                                                                                                                                                                                                                                                                                                                                              

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| | (c) | For the purposes of this
    Article:
| | --- | -------------------------------------
| |     |                                      
| |     | (i)                                  
| |     |                                      
| |     | (ii)                                 
| |     |                                      
| |     | (iii)                                
| |     |                                      
| |     | (iv)                                 

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|                              | (d)                                               | In the event of any doubt
        as to the calculation of the borrowing limits imposed by this Article
        the certificate of the Auditors acting as experts shall be final and
    binding.                                                                                                                                                                                                                                                                                                                                                                  
|----------------------------- | ------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                              |                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                              | (e)                                               | No person dealing with
        the Company or any of its subsidiary undertakings shall, by reason of
        the foregoing provision, be concerned to see, or inquire, whether this
        restriction is observed, and no debt incurred, or security given, in
        excess of such restriction shall be invalid or ineffectual unless the
        lender or recipient of the security had, at the time when the debt was
        incurred or security given, express notice that the restriction hereby
        imposed had been
or would thereby be exceeded.
|                              |                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|DISQUALIFICATION OF DIRECTORS
|                              |                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|123                           | The office of a Director
    shall be vacated if:
|                              |                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                              | (a)                                               | he ceases to be a Director
        by virtue of any provisions of the Statutes or these Articles or he becomes
    prohibited by law from being a Director; or                                                                                                                                                                                                                                                                                                                                                                                                     
|                              |                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                              | (b)                                               | he becomes bankrupt or
        makes any arrangement or composition with his creditors generally or
        applies to the court for an interim order under Section 253 of the Insolvency
    Act 1986 in connection with a voluntary arrangement under that Act; or                                                                                                                                                                                                                                                                                               
|                              |                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                              | (c)                                               | he is, or may be, suffering
    from mental disorder and either:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                              |                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                              |                                                   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                              |                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                              |                                                   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | he resigns his office by
        notice to the Company or, having been appointed for a fixed term, the
        term expires or his office as a Director is vacated pursuant to Article
    102; or                                                                                                                                                                                                                                                                                                                                      
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | he has been absent for
        more than six consecutive months without permission of the board from
        meetings of the board held during that period and his Alternate Director
        (if any) has not attended in his place during that period and the board
    resolves that his office be vacated; or                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | he is requested to resign
        in writing by a majority of the other Directors. In calculating the number
        of Directors who are required to make such a request to the Director,
        (i) an Alternate Director appointed by him acting in his capacity as
        such shall be excluded; and (ii) a Director and any Alternate Director
        appointed by him and acting in his capacity as such shall constitute
        a single Director for this purpose, so that a request by either shall
        be
sufficient.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|124. | The Company may, by Ordinary
        Resolution of which special notice has been given in accordance with
        the Act, remove any Director before the expiration of his period of office,
        notwithstanding anything in these Articles or in any agreement between
        the Company and such Director, and may at the same meeting, in like manner,
        appoint another person in his place, who shall be subject to retirement
        at the same time as if he had become a Director on the day on which the
        Director in whose place he is appointed was last elected a Director.
        In default of such appointment the vacancy arising on the removal of
        a Director from office may be filled as a casual vacancy. The removal
        of a Director under this Article 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.

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PROCEEDINGS OF DIRECTORS

|125. | The Directors may meet together for the despatch of business, adjourn, and
    otherwise regulate their meetings, as they think fit. 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.
    Any Director may, at any time, summon a meeting of the Directors or require
    the Secretary to summon such meeting. It shall not be necessary to give notice
    of a meeting of Directors to any Director absent from the United Kingdom
    who cannot be contacted by normal means of communication within a reasonable
    time. Notice of a board meeting shall be deemed to be properly sent to a
    Director if it is given to him personally or by word of mouth or sent by
    instrument to him, at his last known address or such other address (if any)
    as may for the time being be notified by him or on his behalf to the Company
    for that purpose, or sent using electronic communications to such address
    (if any) for the time being notified by him or on his behalf to the Company
    for that purpose. ADirector absent or intending to be absent from the United Kingdom may request
the board that notices of board meetings shall during his absence be sent by
instrument to him at such address (if any) for the time being notified by him
or on his behalf to the Company for that purpose, or sent using electronic communications
to such address (if any) for the time being notified by him or on his behalf
to the Company for that purpose, but such notices need not be sent any earlier
than notices sent to Directors not so absent and, if no such request is made
to the board, it shall not be necessary to send notice of a board meeting to
any Director who is for the time being absent from the United Kingdom. No account
is to be taken of Directors absent from the United Kingdom when considering the
adequacy of the period of notice of the meeting. Any Director may waive notice
of a meeting and any such waiver may be retrospective. Any electronic communication
pursuant to this Article need not comprise writing if the board so determines.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|126. | The quorum necessary for the transaction of the business of the Directors
    may be fixed by the Directors and, unless so fixed, shall be two Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|127. | The continuing Directors or a sole continuing Director may act notwithstanding
    any vacancy in their body but, if, and so long as, their number is reduced
    below the minimum number fixed by the Articles, the continuing Director(s)
    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.                                                                                                                                                                                                                                                                                              
|    
|128. | The Directors may elect a Chairman and one or more DeputyChairmen
    of their meetings and determine the period for which they are to hold office
    and may at any time remove them from such office. The Chairman or, failing
    him, any Deputy Chairman (the senior in that office taking precedence) shall
    preside at all meetings, but if no such Chairman or Deputy Chairman be elected,
    or if neither the Chairman nor any of the Deputy Chairmen be present at the
    time appointed for holding a meeting and willing to act, the Directors present
    shall choose one of their number to be chairman of such meeting.                                                              
|    
|129. | All, or any of, the Directors, or any committee of the Directors, may participate
    in a meeting of the Directors, or that committee, by any lawful means including
    by means of a conference telephone or any communication equipment which allows
    all persons participating in the meeting to hear and speak to each other
    at the same time. 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
    a
quorum accordingly.Such a meeting shall be deemed to take place where the largest group of those
participating is assembled or, if there is no such group, where the chairman
of the meeting then is.
|    
|130. | All acts done by a meeting of the board, or of a committee of the board,
    or by a person acting as a Director or Alternate Director, shall, notwithstanding
    that it be afterwards discovered that there was a defect in the appointment
    of any Director or any member of the                                                                                                                                                                                                                                                                                                                                                                                                                     

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|     | committee or Alternate Director
      or that any of them were disqualified from holding office, or had vacated
      office, or were not entitled to vote, be as valid as if every such person
      had been duly appointed and was qualified and had continued to be a Director
      or, as the case may be, an Alternate Director and had been entitled to
    vote.                                                                                                                                                                                                                                                                                                                                                                
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|131. | A resolution in writing executed by all the Directors entitled to vote at
    a meeting of the board or a meeting of a committee of the board (not being
    less than the number of Directors required to form a quorum of the board)
    shall be as valid and effectual as if it had been passed at a meeting of
    the board or (as the case may be) a committee of the board duly convened
    and held. For this purpose:                                                                                                                                                                                                                                                                                                         
|    
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|132. | The Directors may delegate any of their powers to the Chief Executive, Managing
    Director or an Executive Director; any such delegation (which shall, in the
    absence of express provision to the contrary in the terms of delegation,
    be deemed to include authority to sub-delegate all, or any of, the powers
    so delegated) may be collateral with, or to the exclusion of, the powers
    which are the subject of the delegation (or sub-delegation) and shall be
    subject to these Articles and to such other terms, conditions and restrictions
    as the Directors may from time to time impose; and all, or any of, the powers
    so delegated may be altered, waived, withdrawn or revoked by the Directors.

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|133. | The Directors may delegate any of their powers to committees consisting of
    such Director or Directors and such other persons as they think fit; any
    such delegation (which shall, in the absence of express provision to the
    contrary in the terms of delegation, be deemed to include authority to sub-delegate
    all, or any of, the powers so delegated to one or more Directors (whether
    or not acting as a committee) or to any employee or agent of the Company)
    may be collateral with, or to the exclusion of, the powers which are the
    subject of the delegation (or sub-delegation) and shall be subject to these
    Articles and to such other terms, conditions and restrictions as the Directors
    may from time to time impose; and any, or all of, the powers so delegated
    may be altered, waived, withdrawn or revoked by the Directors.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|134. | A committee may elect a chairman of its meetings; if no such chairman is
    elected, or if, at any meeting, the chairman is not present within five minutes
    after the time appointed for holding the same, the members present may choose
    one of their number to be chairman of the meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|135. | A committee may meet and adjourn and regulate its meetings as it thinks proper.
    Questions arising at any meeting shall be determined by a majority of votes
    of the members present, and in the case of an equality of votes the chairman
    shall have a second or casting vote. Subject to any conditions imposed by
    the board, the proceedings of a committee with two or more members shall
    be governed by these Articles regulating the proceedings
of Directors so far as they are capable of
applying.                                                                                                                                                                                                                                                                                                                                                            
|    
|136. | The Directors may, by power of attorney or otherwise, appoint any person
    to be the agent of the Company for such purposes, with such powers, authorities
    and discretions (not exceeding those vested in the board) and on such conditions
    as the Directors determine, including                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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| | without limitation authority for the
        agent to delegate all or any of his powers, authorities and discretions,
    and may revoke or vary such delegation.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                  

SECRETARY

|     |                                                                                                                                                                                                                                                                                                                                  
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|137. | The Secretary shall be appointed
          by the Directors for such term, at such remuneration and upon such
          conditions as they may think fit, andany Secretary so appointed may be removed by them, but without prejudice to any claim for damages for breach of any contract of service between him and the Company.
|    
|138. | A provision of the Act, or these Articles, requiring, or authorising, a thing
    to be done by, or to, a Director and the Secretary, shall not be satisfied
    by its being done by, or to, the same person acting both as Director and
    as, or in place of, the Secretary.                                                 
|     |                                                                                                                                                                                                                                                                                                                                  

MINUTES

|     |                                                                                                                                                                                                                                                                               
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|139. | The board shall cause minutes to be made in books kept for the purpose of:                                                                                                                                                                                                    
|    
|     | (a)                                                                                                                                                                                                                                                                           
|    
|     | (b)                                                                                                                                                                                                                                                                           
|    
|140. | Any such minutes, if purporting to be executed by the chairman of the meeting
    to which they relate or of the meeting at which they are read, shall be sufficient
    evidence of the proceedings at the meeting without any further proof of the
    facts stated in them.

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THE SEAL

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|141. | The Seal, shall only be used by the authority of a resolution of the board.
    The board may determine who shall sign any instrument executed under the
    Seal. If they do not, it shall be signed by at least one Director and the
    Secretary or by at least two Directors. Any instrument may be executed under
    the Seal by impressing the Seal by mechanical means or by printing the Seal
    or a facsimile of it on the instrument or by applying the Seal or a facsimile
    of it by any other
means to the instrument.
|    
|142. | An instrument executed, with the authority of a resolution of the board,
    by a Director and the Secretary or by two Directors and expressed (in whatever
    form of words) to be executed by the Company has the same effect as if executed
    under the Seal.                                                                                                                                                                                                                                                                      
|    
|143. | The board may by resolution determine either generally or in any particular
    case that any certificate for shares or debentures or representing any other
    form of security may have any signature affixed to it by some mechanical
    or electronic means, or printed on it or, in the case of a certificate executed
    under the Seal, need not bear any signature.                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

REGISTERS

|     |                                                                                                                                                                                                                                                                
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|144. | Subject to the provisions of the Statutes and the Regulations, the Company
    may keep an overseas or local or other register in any place, and the board
    may make, amend and revoke any regulations it thinks fit about the keeping
    of that register.
|    
|145. | Any Director or the Secretary or any other person appointed by the board
    for the purpose shall have power to authenticate and certify as true copies
    of and extracts from:                                                                             
|    
|     | (a)                                                                                                                                                                                                                                                            
|    
|     | (b)                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                
|     | (c)                                                                                                                                                                                                                                                            

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| | If certified in
        this way, a document purporting to be a copy of aresolution,
        or the minutes or an extract from the minutes of a meetingof
        the Company, the holders of any class of shares in the capital of theCompany,
        the board or a committee of the board, whether in physicalform
        or electronic form, shall be conclusive evidence in favour of allpersons
        dealing with the Company in reliance on it or them that theresolution
        was duly passed or that the minutes are, or the extract fromthe
    minutes is, a true and accurate record of proceedings at a dulyconstituted
    meeting.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

INSPECTION OF RECORDS AND DOCUMENTS

|     |                                                                                                                                                                                                                                                                                                                                                                                        
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|146. | No member (not being a Director) shall have any right of inspecting any records
    or documents of the Company, except as conferred by the Statutes or authorised
    by the Directors, and the Directors shall from time to time (subject to the
    provisions of the Act) determine at what times and under what conditions,
    or regulations, any such right shall be exercised.
|     |                                                                                                                                                                                                                                                                                                                                                                                        

ACCOUNTS

|     |                                                                                                                                                                                                                                             
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|147. | The Directors shall cause accounting records to be kept in accordance with
    the Statutes sufficient to give a true and fair view of the state of the
    Companys affairs and to show and explain its transactions.                     
|    
|148. | The accounting records shall be kept at the registered office or, subject
    to the provisions of the Statutes, at such other place, or places, as the
    Directors may think fit and shall always be open to inspection by the
Directors.

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|149. | A copy of every balance sheet
      and profit and loss account, group accounts (if any) and reports of the
      Directors and of the auditors which are to be laid before a general meeting
      of the Company (including every document required by law to be comprised
      therein or attached or annexed thereto) shall, not less than twenty-one
      days before the date of the meeting, be sent to every member of, and every
      holder of debentures of, the Company and to every other person who is entitled
      to receive notices of meetings of the Company under the provisions of the
      Statutes, or of these Articles. Provided
      that this Article shall not require a copy of these documents to be sent
      to more than one of joint holders, or to any person of whose address the
      Company is not aware, but any member, or holder of debentures, to whom a
      copy of these documents has not been sent shall be entitled to receive a
      copy free of charge on application at the registered office. No accidental
      non-compliance with the provisions of this Article shall invalidate the
      proceedings at the meeting.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|150. | The requirements of Article 149
      shall be deemed satisfied in relation to any member by sending to that member,
      where permitted by the Statutes or any regulation made under the Statutes,
      a summary financial statement prepared in the form and containing the information
      prescribed by the Statutes or any regulation made under the Statutes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    

AUDITORS

|     |                                                                                                                                                                                                                                                                                                                                                                                            
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|151. | Auditors shall be appointed and
      their duties regulated in accordance with the Act.                                                                                                                                                                                                                                                                                                   
|    
|152. | Subject to the provisions of the
      Statutes, all acts done by any person acting as an auditor shall, as regards
      all persons dealing in good faith with the Company, be valid, notwithstanding
      that there was some defect in his appointment, or that he was, at the time
      of his appointment, not qualified for appointment or subsequently became
      disqualified.

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RESERVES




|153. | The Directors may from time to
      time set aside out of the profits of the Company and carry to reserves such
      sums as they think proper, which sums may be applied in such manner as the
      Directors shall determine and, pending such application, may either be employed
      in the business of the Company or be invested. The Directors may also, without
      placing the same to reserve, carry forward any profits. In carrying sums
      to reserve and in applying the same the Directors shall comply with the
      Statutes.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    

DIVIDENDS

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|154. | Unless, and to the extent
      that, the rights attached to, or terms of issue of, any shares provide otherwise,
      all dividends shall be declared and paid proportionately according to the
      amounts paid-up, or credited as paid-up, on the shares during any portion,
      or portions, of the period in respect whereof the dividend is paid, but
      (i) no amount paid-up on a share in advance of calls shall be treated for
      the purposes of this Article as paid-up on the share and (ii) if any share
      is allotted or issued on terms providing that it shall rank for dividend
      as from a particular date, that share shall rank for dividend accordingly.
|    
|155. | The Company, in general
      meeting, may declare a dividend to be paid to the members according to their
      rights, but no larger dividend shall be declared than is recommended by
      the Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|156. | If and so far as, in
      the opinion of the Directors, the profits of the Company justify such payments,
      the Directors may declare and pay the fixed dividends on any class of shares
      carrying a fixed dividend expressed to be payable on fixed dates on the
      half-yearly, or other, dates prescribed for the payment thereof and may
      also, from time to time, declare and pay interim dividends on shares of
      any class of such amounts, and on such dates and in respect of such periods,
      as they think fit, provided that:-                                                                                                                              
|    
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | where the Directors act in good
      faith, they shall not incur liability to the holders of shares carrying
      preferred rights for any loss they may suffer by the lawful payment of an
      interim dividend on any shares having deferred or non-preferred rights.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|157. | No dividend shall be
      paid otherwise than out of profits available for distribution under the
      provisions of the Statutes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    
|158. | The Directors may deduct
      from any dividend or other moneys payable to any member all sums of money
      (if any) presently payable by him to the Company on account of calls or
      otherwise in relation to the shares of the Company. Where a person is entitled
      by transmission to a share, the board may retain any dividend payable in
      respect of that share until that person (or that persons transferee)
      becomes the holder of that share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    
|159. | Any general meeting
      declaring a dividend or bonus may, upon the recommendation of the Directors,
      direct payment of such dividend or bonus, wholly or partly, by the distribution
      of specific assets and, in particular, of fully paid shares, debentures
      or debenture stock of any other company, or in any one or more of such ways,
      and the Directors shall give effect to such resolution, and 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 the footing 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.
|    
|160. | Any resolution declaring
      a dividend on shares of any class, whether a resolution of the Company in
      general meeting or a resolution of the Directors, may specify that the same
      shall be payable to the persons registered as the holders of such shares
      at the close of business on a particular date, notwithstanding that it may
      be a date prior to that on which the resolution is passed and, thereupon,
      the dividend shall be payable to them in accordance with their respective
      holdings so registered, but without prejudice to the rights inter se, in
      respect of such dividend, of transferors and transferees of any such shares.                                                                                                                                                                                                                                                                                          

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|161. | Any dividend, or other
      moneys payable, in respect of shares may be paid:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|     | A cheque or warrant
      may be sent through the post directed to the registered address of the holder
      or, in the case of joint holders, to the registered address of that one
      of the joint holders who is first named on the register, or otherwise as
      the holder or joint holders may in writing direct and the Company may rely
      in relation to the share on the written direction, designation or agreement
      of, or notice to the Company by, any one of them and every such cheque or
      warrant shall be made payable to the person to whom it is sent, or the order
      of such person, and the payment of the cheque or warrant shall be a good
      discharge to the Company. The Company may cross any such cheque or warrant
      account payee only but shall not be obliged to do so. Any one
      of two or more joint holders may give effectual receipts for any dividends,
      bonuses or other moneys payable in respect of the shares held by them as
      joint holders.

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|     | The Company shall not
      be responsible for any sums lost or delayed in the course of payment by
      any method used by the Company in accordance with this Article.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     | Payment of a cheque
      or warrant by the bank on which it was drawn or the transfer of funds by
      the bank instructed to make the transfer or, in respect of an uncertificated
      share, the making of payment in accordance with the facilities and requirements
      of the relevant system (which, if the relevant system is CREST, may include
      the sending by the Company or by any person on its behalf of an instruction
      to the Operator of the relevant system to credit the cash memorandum account
      of the holder or joint holders or, if permitted by the Company, of such
      person as the holder or joint holders may in writing direct) shall be a
      good discharge to the Company. Every cheque or warrant sent or transfer
      of funds made by the relevant bank or system in accordance with these Articles
      shall be at the risk of the holder or person entitled. The Company shall
      have no responsibility for any sums lost or delayed in the course of payment
      by any method used by the Company in accordance with this Article 161.
|    
|162. | No dividend or other
      moneys payable in respect of a share shall bear interest against the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    
|163. | Notwithstanding any
      other provisions of these Articles, the Directors may:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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|     | (b)                                                                                                                                                                                                                                                                                                                                                                                | for
the purpose of determining which persons are entitled to attend
and vote at a general meeting of the Company, or a separate general meeting of
the holders of any class of shares in the capital of the Company, and how many
votes such persons may cast, specify in the notice of  meeting a time, not more
than 48 hours before the time fixed for the meeting, by which a person must be
entered on the register in order to have the right to attend or vote at the meeting;
changes to the register after the time specified by virtue
of this Article 163(b) shall be disregarded in determining the rights of any
person
to attend or vote at the meeting; and
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                | for
the purpose of sending notices of general meetings of theCompany, or separate general meetings of the holders of any class of shares in the capital of the Company, under these Articles, determine that persons entitled to receive such notices are those persons entered on the
register at the close of business on a day determined by the Company or the board, which day may not be more than 21 days before the day that notices of the meeting are sent.                                                                                                                                                                                                     
|    
|164. | The waiver, in whole or 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 holder (or the person entitled by transmission to the share) and delivered
    to the Company and, if, or to the extent that, the same is accepted as such
    or acted upon by the Company.             
|    
|165. | The payment by the Directors of any unclaimed dividend,
    or other moneys payable on or in respect of a share, into a separate account
    shall not constitute the Company	a trustee
    in respect thereof and any dividend unclaimed after a period of twelve years from
    the date of declaration of such dividend shall be forfeited and shall revert
    to the Company.

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CAPITALISATION OF RESERVES

|166. | The Company in general meeting may, upon the recommendation of the Directors,
    resolve that it is desirable to capitalise any part of the amount for the
    time being standing to the credit of any of the Companys reserve accounts
    (whether or not they are available for distribution), including the profit
    and loss account, and not required for the time being for payment of any
    fixed dividend upon the shares of the Company or other shares issued upon
    special conditions and, accordingly, that the sum so applied or capitalised
    be set free for distribution amongst the members who would have been entitled
    thereto if distributed by way of dividend and in the same proportions on
    the footing that they become entitled thereto as capital and that such capitalised
    fund be applied on behalf of such members, either in or towards paying any
    amounts for the time being unpaid on any shares held by such members respectively,
    or in paying, in full, unissued shares or debentures of the Company to be
    allotted and distributed, credited as fully paid, to and amongst such members
    in the proportion aforesaid, or partly in the one way and partly in the other,
    and the Directors shall give effect to such
resolution.                                
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     | Provided that a share premium account and a capital redemption reserve may, for
the purposes of this Article, only be applied in the paying up of unissued shares
to be issued to members of the Company as fully paid
bonus shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    
|167. | Whenever such a resolution as aforesaid shall have been passed, the Directors
    shall, if and so far as is necessary, make all applications and appropriations
    of the Companys reserve accounts resolved to be capitalised thereby,
    and all allotments and issues of fully paid shares or debentures, if any,
    and generally shall do all acts and things required to give effect thereto,
    with full power to the Directors to make such provision, by the issue of
    fractional certificates or by payment in cash or otherwise, as they think
    fit in the case of shares or debentures becoming distributable in fractions,
    and also to authorise any person to enter into, on behalf of all the members
    entitled thereto, an agreement with the Company providing for the allotment
    to them respectively, credited as fully paid, of any further shares or debentures
    to which they may be entitled upon such capitalisation, or (as the case may
    require) for the payment by the Company on their behalf, by the application
    thereto of their respective interests in such capitalised sum, of the amounts
    or any part of the amounts remaining unpaid on their existing shares, and
    any agreement made under such authority shall be effective and binding on
    all such members.

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| | For the purposes of Article 166 and this Article 167, unless the relevantresolution provides otherwise, if the Company holds
    treasury shares of
    the relevant class at the record date specified in
    the relevant resolution ,
    it shall be treated as if it were entitled to receive
    the dividends in
    respect of those treasury shares which would have
    been payable if
    those treasury shares had been held by a person other
    than the
    Company.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

NOTICES

|     |                                                                                                                                                                                                                                                                                                                                                                                                        
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|168. | Any notice to be sent to or by any person pursuant
    to these Articles (other than a notice calling a meeting of the board) shall
    be in writing.     Any such notice may be
    sent using electronic communications to such address (if any) for the time
    being notified for that purpose to
    the person sending the notice by or on behalf of the person to whom the notice
    is
sent.
|    
|169. | The Company shall send any notice or other document pursuant to these Articles
    to a member by whichever of the following methods it may in its absolute
    discretion determine:                                                                                                                                                                                                                  
|    
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                    

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|     | (d)                                                                                                                                                                                            | by sending the notice or other document using electronic communications to
    such address (if any) for the time being notified to the Company by or on
    behalf of the member for that purpose; or                                                                                                                                                                                                                                                                                                                   
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     | (e)                                                                                                                                                                                            | in accordance with Article 170; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    
|     | (f)                                                                                                                                                                                            | by any other method approved by the board.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    
|170. | Subject to the Statutes, the Company may also send any notice or other document
    pursuant to these Articles to a member by publishing that notice or other
    document on a website where:
|    
|     | (a)                                                                                                                                                                                            | the Company and the member have agreed to him having access to the notice
    or document on a website (instead of it being sent to him);                                                                                                                                                                                                                                                                                                                                                                                
|    
|     | (b)                                                                                                                                                                                            | the notice or document is one to which that agreement applies;                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    
|     | (c)                                                                                                                                                                                            | the member is notified, in a manner for the time being agreed between him
    and the Company for the purpose, of:                                                                                                                                                                                                                                                                                                                                                                                                       
|    
|     |                                                                                                                                                                                                | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|     |                                                                                                                                                                                                | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    
|     |                                                                                                                                                                                                | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|     | (d)                                                                                                                                                                                            | the notice or document is published on that website throughout the publication
    period, provided that, if the notice or document is published on that website
    for a part, but not all of, the publication period, the notice or document
    shall be treated as being published throughout that period if the failure
    to publish that notice or document throughout that period is wholly attributable
    to circumstances which it would not be reasonableto have expected the Company to prevent or avoid.
|    
|171. | In Article 170 publication period means:                                                                                                                                                      

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|     | (a)                                                                                                                                                                                                                                                                                                 | in the case of a notice of an adjourned meeting pursuant to Article 72, a
    period of not less than seven clear days before the date of the adjourned
    meeting, beginning on the day following that on which the notification referred
    to in Article 170(c) is sent or (if later) is deemed sent;
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     | (b)                                                                                                                                                                                                                                                                                                 | if notice of a poll is required, a period of not less than seven clear days
    before the taking of the poll, beginning on the day following that on which
    the notification referred to in Article 170(c) is sent or (if later) is deemed
    sent; and                                              
|    
|     | (c)                                                                                                                                                                                                                                                                                                 | in any other case where notice is required, a period of not less than 21
    clear days, beginning on the day following that on which the notification
    referred to in Article 170(c) is sent or (if later) is deemed sent.                                                                            
|    
|172. | Unless otherwise provided by these Articles, a member or a person entitled
    by transmission to a share shall send any notice or other document pursuant
    to these Articles to the Company by whichever of the following methods he
    may in his absolute discretion determine:             
|    
|     | (a)                                                                                                                                                                                                                                                                                                 | by posting the notice or other document in a prepaid envelope addressed to
    the office; or                                                                                                                                                                                                             
|    
|     | (b)                                                                                                                                                                                                                                                                                                 | by leaving the notice or other document at the office; or                                                                                                                                                                                                                                                 
|    
|     | (c)                                                                                                                                                                                                                                                                                                 | by sending the notice or other document using electronic communications to
    such address (if any) for the time being notified by or on behalf of the
    Company for that purpose.                                                                                                                     
|    
|173. | In the case of joint holders of a share, all notices or other documents shall
    be sent to the joint holder whose name stands first in the register in respect
    of the joint holding. Any notice or other document so sent shall be deemed
    for all purposes sent to all the joint holders.

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|174. | A member whose registered address is not within the
    United Kingdom and who sends to the Company
    an address within the United Kingdom at which
    a notice or other document may be sent to him by instrument or
    an address to which a notice or other document may be sent using electronic
    communications shall be entitled to have notices or other documents
    sent to him at that address (provided that, in the case of electronic
    communications, the Company so agrees, which agreement the
    Company shall be entitled to withhold in its absolute discretion including,
    without limitation, in circumstances in which the Company considers
    that the sending of the notice or other document to such address
    using electronic communications would or might infringe thelaws
    of any other jurisdiction) but otherwise:
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    
|175. | A member present, either in person or by proxy, at
    any meeting of the Company or of the holders
    of any class of shares in the capital of the Company
    shall be deemed to have been sent notice of the meetingand,
    where requisite, of the purposes for which it was called.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    
|176. | The board may from time to time issue, endorse or adopt terms and conditions
    relating to the use of electronic communications for the sending of notices,
    other documents and proxy appointments by the Company to members or persons
    entitled by transmission and by members or persons entitled by transmission
    to the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    
|177. | A notice or other document may be sent by the Company to the person or persons
    entitled by transmission to a share by sending it in any manner the Company
    may choose authorised by these Articles for the sending of a notice or other
    document to a member, addressed to them by name, or by the title of representative
    of the deceased, or trustee of the bankrupt or by any similar description
    at the address (if any) in the United Kingdom as may be supplied for that
    purpose by or on behalf of the person or persons claiming to be so entitled.
    Until such an address has been supplied, a notice or other document may be
    sent in any manner in which it might have been sent if the death or bankruptcy
    or other event
giving rise to the transmission had not occurred.                                              

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|178. | Every person who becomes entitled to a share shall be bound by any notice
    in respect of that share which, before his name is entered in the register,
    has been sent to a person from whom he derives his title, provided that no
    person who becomes entitled by transmission to a share shall be bound by
    any direction notice sent under Article 83 to a person from whom he derives
    his title.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|179. | Proof that an envelope containing a notice or other document was properly
    addressed, prepaid and posted shall be conclusive evidence that the notice
    or document was sent. A notice or other document sent by the Company to a
    member by post shall be deemed to be sent:                                                                                                                               
|    
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                 
|    
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                 
|    
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                 

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|180. | Proof that a notice or other document contained in an electronic communication
    was sent in accordance with guidance issued by the Institute of Chartered
    Secretaries and Administrators current at the date of adoption of these Articles,
    or, if the board so resolves, any subsequent guidance so issued, shall be
    conclusive evidence that the notice or document was sent. A notice or other
    document sent by the Company to a member contained in an electronic communication
    shall be deemed sent to the member on the day following that on which the
    electronic communication was sent to the member. Such a notice or other document
    shall be deemed sent by the Company to the member on that day notwithstanding
    that the Company becomes aware that the member has failed to receive the
    relevant notice or other document for any reason and notwithstanding that
    the Company subsequently sends a copy of such notice or other document by
    post to the member.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|181. | Except when the subject or context otherwise requires, in Articles 169, 173,
    174, 175, 176, 177, 178, 179 and 180, references to a notice include without
    limitation references to any notification required by the Act or these Articles
    in relation to the publication of any notices or other documents on a website.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    
|182. | If at any time the Company is unable effectively to convene a general meeting
    by notices sent through the post in the United Kingdom as a result of the
    suspension or curtailment of postal services, notice of general meeting may
    be sufficiently given by advertisement in the United Kingdom. Any notice
    given by advertisement for the purpose of this Article shall be advertised
    in at least one newspaper having a national circulation. If advertised in
    more than one newspaper, the advertisements shall appear on the same date.
    Such notice shall be deemed to have been sent to all persons who are entitled
    to have notice of meetings sent to them on the day when the advertisement
    appears. In any such case, the Company shall send confirmatory copies of
    the notice by post, if at least seven days before the meeting the posting
    of notices to addresses throughout the United Kingdom again becomes practicable.                                        

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|183.                     | (a)                       | If on two consecutive occasions notices
        or other documents or communications (including any dividends or balance
        sheet and profit and loss account) have been sent through the post to
        any member at his registered address, or his address for the service
        of notices, but have been returned undelivered, such member shall not
        thereafter be entitled to receive notices or other such documents or
        communications from the Company (other than dividends except where Article
        183(b) applies) until he shall have communicated with the Company and
        supplied in writing to the Company a new address within the United Kingdom
    for the service of notices.
|------------------------ | ------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                        
|                         | (b)                       | If on two consecutive occasions dividend payments have been sent through
    the post to any member at his registered address, or his address for the
    service of notices, but have been returned undelivered, or one dividend has
    been returned and reasonable enquiries have failed to establish any new address,
    such member shall not thereafter be entitled to be sent dividends until he
    shall have communicated with the Company and supplied in writing to the Company
    a new address
within the United Kingdom for the receipt of dividends.                                                                                                                                                           
|                        
|                        
|DESTRUCTION OF DOCUMENTS
|                        
|                        
|184.                     | The Company may destroy:-
|                        
|                         | (a)                       | any share certificate which has been cancelled at any time after the expiry
    of one year from the date of such cancellation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                        
|                         | (b)                       | any dividend mandate, or any variation or cancellation thereof, or any notification
    of change of name or address, at any time after the expiry of two years from
    the date of such mandate, variation, cancellation or notification was recorded
    by the Company;                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                        
|                         | (c)                       | any instrument of transfer of shares which has been registered at any time
    after the expiry of six years from the date of registration;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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104



| | (d)                                                                       | all paid dividend warrants and cheques at any time
    after theexpiration of one year
    from the date of actual payment;                                                                                                   
| | ------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (e)                                                                       | all proxy appointments which have been used for the
    purpose of a poll at any time after the expiration
    of one year from the dateof use;                                                                               
|
| | (f)                                                                       | all proxy appointments which have not been used for
    the purpose of a poll at any time after one
    month from the end of the meeting to which
    the proxy appointment relates and at which nopoll
    was demanded; and
|
| | (g)                                                                       | any other document on the basis of which any entry
    in the register is made at any time after
    the expiry of six years from thedate
    an entry in the register was first made in respect of it,                       
|
| | and it shall conclusively
    be presumed in favour of the Company that:-
|
| | (h)                                                                       | every entry in the register purporting to have been
    made on the basis of an instrument of transfer
    or other document destroyedin accordance
    with this Article was duly and properly made;                         
|
| | (i)                                                                       | every share certificate so destroyed was a valid
    certificate dulyand properly cancelled;                                                                                                                                  
|
| | (j)                                                                       | every instrument of transfer so destroyed was a valid
    andeffective instrument duly and
    properly registered; and                                                                                                       
|
| | (k)                                                                       | every other document destroyed hereunder was a valid
    and effective document in accordance with
    the recorded particularsthereof
    in the books or records of the Company.                                            

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105



| | Provided always that:
| | ---------------------
|
| |                      

| |                                                                                                                                 | (ii) | nothing
        contained in this Article shall be construed as imposing upon the Company
        any liability in respect of the destruction of any document earlier than
        the time specified in this Article or in any other circumstances which
        would not attach to the Company in the absence of this Article.
| | ------------------------------------------------------------------------------------------------------------------------------- | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | References in this Article
        to the destruction of any document include references to its disposal
        in any manner.
| |                                                                                                                                

UNTRACED SHAREHOLDERS

|     |                                                                                                                                                                               
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|185. | The Company shall be entitled to sell, at the best price reasonably obtainable,
    the shares of a member or the shares to which a person is entitled by transmission
    if:
|    
|     | (a)                                                                                                                                                                           
|    
|     | (b)                                                                                                                                                                           
|    
|     | (c)                                                                                                                                                                           

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106



|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | if the shares are listed, notice has been sent to the relevant listing authority
    of the Company's intention to make such sale before the publication of the
    advertisements.                              
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|186. | To give effect to any sale pursuant to Article 185, the board may:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | where the shares are held in certificated form, authorise any person to execute
    an instrument of transfer of the shares to, or in accordance with the directions
    of, the buyer; or                       
|    
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | where the shares are held in uncertificated form, do all acts and things
    it considers necessary or expedient to effect the transfer of the shares
    to, or in accordance with the directions of, the buyer.
|    
|187. | An instrument of transfer executed by that person in accordance with Article
    186(a) shall be as effective as if it had been executed by the holder of,
    or person entitled by transmission to, the shares. An exercise by the Company
    of its powers in accordance with Article 186(b) shall be as effective as
    if exercised by the registered holder of, or person entitled by transmission
    to, the shares. The transferee shall not be bound to see to the application
    of the purchase money, and his title to the shares shall not be affected
    by any irregularity in, or invalidity of, the proceedings in reference to
    the sale.
|    
|188. | 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 for an
    amount equal to the proceeds. The Company shall enter the name of such former
    member or other person in the books of the Company as a creditor for that
    amount. In relation to the debt, no trust is created and no interest is payable.
    The Company shall not be required to account for any money earned on the
    net proceeds of sale, which may be used in the Company's business or invested
    in such a way as the board from time to time thinks fit.                        

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107



WINDING-UP

|189. | If the Company shall be wound up, the liquidator may, with the sanction of
    an Extraordinary Resolution of the Company and any other sanction required
    by the Act or the Insolvency Act 1986, divide amongst the members, in specie
    or kind, the whole or any part of the assets of the Company (whether they
    shall consist of property of the same kind or not) and may, for such purposes,
    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 whole or any part of such assets in trustees upon such trusts for
    the benefit of the members as the liquidator, with the like sanction, shall
    think fit, but so that no member shall be compelled to accept any assets
    whereon there is any liability.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

INDEMNITY

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|190. | Subject to the provisions of the Act, but without prejudice to any indemnity
    to which the person concerned may otherwise be entitled, every Director or
    other officer of the Company (other than any person (whether an officer or
    not) engaged by the Company as auditor) shall be indemnified out of the assets
    of the Company against any liability incurred by him for negligence, default,
    breach of duty or breach of trust in relation to the affairs of the Company,
    provided that this Article 190 shall be deemed not to provide for, or entitle
    any such person to, indemnification to the extent that it would cause this
    Article 190, or any element of it, to be treated as void under the Act or
    otherwise under the
Statutes.

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108



INDEX

|CLAUSE | PAGE                                           
|------ | -----------------------------------------------
|      
|      
|       | INTERPRETATION                                 
|       | SHARE
    CAPITAL                              
|       | VARIATION
    OF RIGHTS                        
|       | SHARE
    CERTIFICATES                         
|       | LIEN
    ON SHARES                             
|       | CALLS
    ON SHARES                            
|       | FORFEITURE
    OF SHARES                       
|       | TRANSFER
    OF SHARES                         
|       | TRANSMISSION
    OF SHARES                     
|       | SHARE
    WARRANTS                             
|       | ALTERATION
    OF SHARE CAPITAL                
|       | PURCHASE
    OF OWN SHARES                     
|       | GENERAL
    MEETINGS                           
|       | NOTICE
    OF GENERAL MEETINGS                 
|       | PROCEEDINGS
    AT GENERAL MEETINGS            
|       | VOTES
    OF MEMBERS                           
|       | CLASS
    MEETINGS                             
|       | NUMBER
    AND APPOINTMENT OF DIRECTORS        
|       | ALTERNATE
    DIRECTOR                         
|       | QUALIFICATION
    AND REMUNERATION OF DIRECTORS
|       | POWERS
    AND DUTIES OF DIRECTORS             
|       | BORROWING
    POWERS                           
|       | DISQUALIFICATION
    OF DIRECTORS              
|       | PROCEEDINGS
    OF DIRECTORS                   
|       | SECRETARY                                      
|       | MINUTES                                        
|       | THE
    SEAL                                   
|       | REGISTERS                                      
|       | INSPECTION
    OF RECORDS AND DOCUMENTS        
|       | ACCOUNTS                                       
|       | AUDITORS                                       
|       | RESERVES                                       

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109



| | DIVIDENDS                  | 91 
| | -------------------------- | ---
| | CAPITALISATION OF RESERVES | 96 
| | NOTICES                    | 97 
| | DESTRUCTION OF DOCUMENTS   | 103
| | UNTRACED SHAREHOLDERS      | 105
| | WINDING-UP                 | 107
| | INDEMNITY                  | 107

---