ARTICLES OF ASSOCIATION
 OF
 VODAFONE GROUP PUBLIC LIMITED COMPANY




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TABLE OF CONTENTS
 Article No.
    
    Page No.Preliminary ArticlesTable A and other standard regulations do not apply
    
    1
    
    
    1The meaning of words and phrases used in the Articles
    
    2
    
    
    1Shareholders Liabilities
    
    3
    
    
    7Fixed Rate SharesRight of Fixed Rate Shares to profits
    
    4
    
    
    8Right of Fixed Rate Shares to capital
    
    5
    
    
    8Voting rights of Fixed Rate Shares
    
    6
    
    
    9Varying the rights of Fixed Rate Shares
    
    7
    
    
    9SharesFractions of shares
    
    8
    
    
    9The power to reduce capital
    
    9
    
    
    10The special rights of new shares
    
    10
    
    
    10The directors power to deal with shares
    
    11
    
    
    10Power to pay commission and brokerage
    
    12
    
    
    12No trusts or similar interests recognised
    
    13
    
    
    12Shares in Uncertificated FormHolding shares in uncertificated form and effect of the CREST
Regulations
    
    14
    
    
    12Share CertificatesCertificates
    
    15
    
    
    14Replacement share certificates
    
    16
    
    
    15Calls on SharesThe directors can make calls on shares
    
    17
    
    
    15The liability for calls
    
    18
    
    
    16Interest and expenses on unpaid calls
    
    19
    
    
    16Sums which are payable when a share is allotted are treated as a
call
    
    20
    
    
    16Calls can be for different amounts
    
    21
    
    
    16Paying calls early
    
    22
    
    
    16Forfeiting SharesNotice following non-payment of a call
    
    23
    
    
    17Contents of the notice
    
    24
    
    
    17Forfeiture if the notice is not complied with
    
    25
    
    
    17Forfeiture will include unpaid dividends
    
    26
    
    
    17
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Article No.
    
    Page No.Surrender
    
    27
    
    
    17Dealing with forfeited shares
    
    28
    
    
    18Cancelling forfeiture
    
    29
    
    
    18The position of shareholders after forfeiture
    
    30
    
    
    18Liens on Partly-Paid SharesThe Companys lien on shares
    
    31
    
    
    18Enforcing the lien by selling the shares
    
    32
    
    
    19Using the proceeds of the sale
    
    33
    
    
    19Evidence of forfeiture or enforcement of lien
    
    34
    
    
    19Changing Shares RightsChanging the special rights of shares
    
    35
    
    
    20More about the special rights of shares
    
    36
    
    
    20Transferring SharesShare transfers
    
    37
    
    
    21More about transfers of shares in certificated form
    
    38
    
    
    21The Company can refuse to register certain transfers
    
    39
    
    
    21Overseas branch registers
    
    40
    
    
    22Persons Automatically Entitled to Shares by LawWhen a shareholder dies
    
    41
    
    
    22Registering personal representatives
    
    42
    
    
    22A person who wants to be registered must give notice
    
    43
    
    
    22Having another person registered
    
    44
    
    
    23The rights of people automatically entitled to shares by law
    
    45
    
    
    23Prior notices binding
    
    46
    
    
    23Shareholders Who Cannot Be TracedShareholders who cannot be traced
    
    47
    
    
    23General MeetingsThe Annual General Meeting
    
    48
    
    
    24Calling a General Meeting
    
    49
    
    
    25Notice of General Meetings
    
    50
    
    
    25Proceedings at General MeetingsThe chairman of a General Meeting
    
    51
    
    
    25Security, and other arrangements at General Meetings
    
    52
    
    
    26Overflow meeting rooms
    
    53
    
    
    27The quorum needed for General Meetings
    
    54
    
    
    27The procedure if there is no quorum
    
    55
    
    
    27Adjourning meetings
    
    56
    
    
    27Amending resolutions
    
    57
    
    
    28Satellite meeting places
    
    58
    
    
    28
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Article No.
    
    Page No.Voting ProceduresHow votes are taken
    
    59
    
    
    29How a poll is taken
    
    60
    
    
    30Where there cannot be a poll
    
    61
    
    
    30A General Meeting continues after a poll is demanded
    
    62
    
    
    30Timing of a poll
    
    63
    
    
    30The effect of a declaration by the chairman
    
    64
    
    
    31Voting RightsThe votes of shareholders
    
    65
    
    
    31Shareholders who owe money to the Company
    
    66
    
    
    31Suspension of rights on non-disclosure of interest
    
    67
    
    
    32The votes of joint holders
    
    68
    
    
    34ProxiesAppointment of proxies
    
    69
    
    
    34Completing proxy forms
    
    70
    
    
    34Delivering proxy forms
    
    71
    
    
    35Cancellation of proxys authority
    
    72
    
    
    36Authority of proxies
    
    73
    
    
    37Representatives of companies
    
    74
    
    
    37Challenging votes
    
    75
    
    
    37DirectorsThe number of directors
    
    76
    
    
    37Qualification to be a director
    
    77
    
    
    37Directors fees and expenses
    
    78
    
    
    38Special pay
    
    79
    
    
    38Directors expenses
    
    80
    
    
    38Directors pensions and other benefits
    
    81
    
    
    39Appointing directors to various posts
    
    82
    
    
    39Changing DirectorsRetiring directors
    
    83
    
    
    39Eligibility for re-election
    
    84
    
    
    40Re-electing a director who is retiring
    
    85
    
    
    40The power to fill vacancies and appoint extra directors
    
    86
    
    
    40Removing and appointing directors by an ordinary resolution
    
    87
    
    
    40When directors are disqualified
    
    88
    
    
    40Director ceasing to be a member of a committee
    
    89
    
    
    41Directors MeetingsDirectors meetings
    
    90
    
    
    41Who can call directors meetings
    
    91
    
    
    41How directors meetings are called
    
    92
    
    
    42
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Article No.
    
    Page No.Quorum
    
    93
    
    
    42The Chairman of directors meetings
    
    94
    
    
    42Voting at directors meetings
    
    95
    
    
    42Directors can act even if there are vacancies
    
    96
    
    
    42Directors meetings by video conference and telephone
    
    97
    
    
    43Directors written resolutions
    
    98
    
    
    43The validity of directors actions
    
    99
    
    
    44Directors InterestsAuthorisation of directors interests
    
    100
    
    
    44Directors may have interests
    
    101
    
    
    45Restrictions on quorum and voting
    
    102
    
    
    46Confidential information
    
    103
    
    
    47Directors interests  general
    
    104
    
    
    48Directors CommitteesDelegating powers to committees
    
    105
    
    
    48Committee procedure
    
    106
    
    
    49Directors PowersThe directors management powers
    
    107
    
    
    49Provision for employees on cessation or transfer of business
    
    108
    
    
    49The power to establish local boards
    
    109
    
    
    49The power to appoint attorneys
    
    110
    
    
    50Bank mandates
    
    111
    
    
    50Name
    
    112
    
    
    51Borrowing powers
    
    113
    
    
    51Borrowing restrictions
    
    114
    
    
    51Alternate DirectorsAlternate directors
    
    115
    
    
    52The SecretaryThe Secretary and deputy and assistant secretaries
    
    116
    
    
    53The SealThe Seal
    
    117
    
    
    54Authenticating DocumentsEstablishing that documents are genuine
    
    118
    
    
    55DividendsFinal dividends
    
    119
    
    
    55Fixed and interim dividends
    
    120
    
    
    55Dividends not in cash
    
    121
    
    
    56Calculation and currency of dividends
    
    122
    
    
    56
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Article No.
    
    Page No.Deducting amounts owing from dividends and other money
    
    123
    
    
    56Payments to shareholders
    
    124
    
    
    57Record dates for payments and other matters
    
    125
    
    
    58No interest on dividends
    
    126
    
    
    58Retention of dividends
    
    127
    
    
    58Dividends which are not claimed
    
    128
    
    
    58Waiver of dividends
    
    129
    
    
    59Capitalising ReservesCapitalising reserves
    
    130
    
    
    59Scrip DividendsOrdinary Shareholders can be offered the right to receive extra
shares instead of cash dividends
    
    131
    
    
    60AccountsAccounting and other records
    
    132
    
    
    62Location and inspection of records
    
    133
    
    
    62Communications with ShareholdersServing and delivering notices and other documents
    
    134
    
    
    62Notices to joint holders
    
    135
    
    
    63Notices for shareholders with foreign addresses
    
    136
    
    
    63When notices are served
    
    137
    
    
    63Serving notices and documents on shareholders who have died or
are bankrupt
    
    138
    
    
    64If documents are accidentally not sent or the postal services are
suspended
    
    139
    
    
    65When entitlement to notices stops
    
    140
    
    
    65Signature or authentication of documents sent electronically
    
    141
    
    
    65MinutesMinutes
    
    142
    
    
    66Winding UpDirectors power to petition
    
    143
    
    
    66Destroying DocumentsDestroying documents
    
    144
    
    
    66Directors LiabilitiesIndemnity
    
    145
    
    
    67Insurance and defence funding
    
    146
    
    
    68Share WarrantsIssue of Share Warrants
    
    147
    
    
    69
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Article No.
    
    Page No.Directors can accept a certificate instead of a Share Warrant
    
    148
    
    
    70Requesting a Share Warrant
    
    149
    
    
    70Replacing Share Warrants
    
    150
    
    
    70Rights of the Bearer
    
    151
    
    
    71Bearers of Share Warrants participating in securities offers
    
    152
    
    
    71Communications with Bearers of Share Warrants
    
    153
    
    
    72Issuing shares to which the Share Warrant relates
    
    154
    
    
    72ADR DepositaryADR Depositary can appoint proxies
    
    155
    
    
    73The ADR Depositary must keep a Proxy Register
    
    156
    
    
    73Appointed Proxies can only attend General Meetings if properly
appointed
    
    157
    
    
    73Rights of Appointed Proxies
    
    158
    
    
    73Sending information to an Appointed Proxy
    
    159
    
    
    74The Company can pay dividends to an Appointed Proxy
    
    160
    
    
    74The Proxy Register may be fixed at a certain date
    
    161
    
    
    74The nature of an Appointed Proxys interest
    
    162
    
    
    75Validity of the appointment of Appointed Proxies
    
    163
    
    
    75Approved DepositariesAppointments
    
    164
    
    
    75Rights of Nominated Proxies
    
    165
    
    
    76Glossary
    
    
    
    
    
    77
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The Companies Acts
 Company Limited by Shares
 ARTICLES OF ASSOCIATION
  of
 VODAFONE GROUP PUBLIC LIMITED COMPANY
 PRELIMINARY ARTICLES
 1
    
    Table A and other standard regulations do not applyThe regulations in Table A of the Companies Act 1948, and any similar articles or
regulations in the Companies Actsdo not apply to the Company.2
    
    The meaning of words and phrases used in the Articles2.1
    
    The following table gives the meaning of certain words and phrases as they are used
in these Articles. However, the meaning given in the table does not apply if that is inconsistent
with the context in which a word or phrase appears. After the Articlesthere is a glossary which
explains various words and phrases. The glossary is not part of the Articles, and it does not
affect their meaning. Throughout the Articles, those words and expressions explained in this
Article 2.1 are printed in boldand those explained in the glossary are printed in italics.
 Words and Phrases
    
    MeaningAct
    
    Any act of Parliament, enactment or statutory legislation.Adjusted Total of Capital and Reserves
    
    This is defined in Article 114.2.ADR Depositary
    
    A custodian or other person or persons approved by the directors
who:holds shares in the
Company under arrangements where either the
custodian or some other person issues American Depositary
Receipts
which evidence American Depositary Shares representing
shares in
the Company; and/oris appointed by or on behalf of the
Company to hold Share Warrants.
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Words and Phrases
    
    Meaningalternate director
    
    This is defined in Article 115.1.American Depositary 
Receipts
    
    These represent American Depositary Shareseither
physically or in the form of Direct Registration Receipts.American Depositary 
Shares
    
    These represent sharesin the Companyand are
evidenced by American Depositary Receipts.Appointed Number
    
    The number of Depositary Sharesto which each
appointment as a Nominated Proxy relates.Appointed Proxy
    
    This is defined in Article 155.1.Approved Depositary
    
    Someone appointed:to hold the sharesin the Companyor any rights or
interests in any of the shares in the Company; and
to issue securities, documents of titleor other documents
which evidence that the holder of them owns or is entitled
to receive the shares, rights or interests held by the
Approved Depositary.A nominee acting for someone appointed to do these
things will also be treated as an Approved Depositary.
The arrangements for the Approved Depositary to do the
things described above must be approved by the directors.
The trusteesof any scheme or arrangements for or
principally for the benefit of employees of the Groupwill
also be treated as an Approved Depositaryunless the
directors decide otherwise. References in the Articlesto
an Approved Depositary or to shares held by it refer only
to an Approved Depositary and to shares held by it in its
capacity as an Approved Depositary.approved transfer
    
    This is defined in Article 67.11, for the purposes of Article
67.Articles
    
    The CompanysArticles of Association, including any
changes made to them.Associated Company
    
    This is defined in Article 145.4, for the purposes of Article
145.Bearer
    
    This is defined in Article 147.1.Borrowings
    
    This is defined in Article 114.2, for the purposes of Article
114.certificated form
    
    This is defined in Article 2.18.class meeting
    
    This is defined in Article 35.1.Common Seal
    
    Any seal which the Companymay have under the
Companies Actsand which the Companymay use to execute
documents.
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Words and Phrases
    
    MeaningCompanies Act 2006
    
    The company law provisions of the
Companies Act 2006
(as defined therein), for the time being in force.Companies Acts
    
    The Companies Actsas defined in Section 2 of the
Companies Act 2006(where provisions are for the time
being in force), the CREST Regulationsand other
legislation relating to companiesand affecting the
Company(including any orders, regulations or other
subordinatedlegislation made under them) in force from time to time.Company Communications 
Provisions
    
    The meaning of company communications provisions is
given in the Companies Acts.company
    
    Includes any company, corporate body and any corporation
established anywhere in the world.company representative
    
    This is defined in Article 74.the Company
    
    Vodafone Group Public Limited Company.CREST Regulations
    
    The Uncertificated Securities Regulations 2001.default shares
    
    This is defined in Article 67.1, for the purposes of Article 67.Depositary Shares
    
    The total number of Ordinary Shares which are registered
in the name of the Approved Depositary or its nominee at
that time.Direct Registration Receipt
    
    An American Depositary Receipt in uncertificated form,
the ownership of which is recorded in the Direct
Registration System.Direct Registration System
    
    The system maintained by the ADR Depositaryin which
the ADR Depositaryrecords the ownership of Direct
Registration Receipts.direction notice
    
    This is defined in Article 67.3 for the purposes of Article 67.elected shares
    
    This is defined in Article 131.10.electronic form
    
    This is defined in Article 2.21.electronic means
    
    This is defined in Article 2.21.Fixed Rate Shares
    
    The 7 per cent cumulative fixed rate shares of £1 each in
the Company.General Meeting
    
    Any general meeting of the Company,including any
general meeting held as the Companys Annual General
Meeting.Group
    
    This is defined in Article 114.2, for the purposes of Article
114.London Stock Exchange
    
    London Stock Exchange plc.
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Words and Phrases
    
    MeaningNominated Proxy
    
    Each person the Approved Depositary has appointed as
a proxy under Article 164.1.Nominated Proxy Register
    
    This is defined in Article 164.2, for the purposes of Articles
164 and 165.operator
    
    Euroclear UK & Ireland Limited or any other operator of a
relevant system under the CREST Regulations.Ordinary Shareholder
    
    A holder of the Companys Ordinary Shares.Ordinary Shares
    
    Ordinary shares of
US$0.113/7 each in the Company.paid-up share or other 
security
    
    Includes a shareor other securitywhich is treated or
credited as paid-up.pay
    
    Includes any kind of reward or payment for services.principal meeting place
    
    This is defined in Article 58.2.Procedural Resolution
    
    A resolution or question put to the vote of a General
Meeting of a procedural nature (such as a resolution on a
simple clerical amendment to correct an obvious error in a
Substantive Resolution,a resolution to adjourn a
General Meetingor a resolution on the choice of chairman
of a General Meeting).proxy form
    
    This includes any document, electronic formor website
based form which appoints a proxy.Proxy Register
    
    This is defined in Article 156.1.recognised clearing house
    
    A clearing house granted recognition under the Financial
Services and Markets Act 2000.recognised investment 
exchange
    
    An investment exchange granted recognition under the
Financial Services and Markets Act 2000.Record Date
    
    This is defined in Article 161.1, for the purposes of Article
161.Record Time
    
    This is defined in Article 165.4, for the purposes of Article
165.Register
    
    The Companys register
of members.Registered Office
    
    The Companys registered office or in the case of sending
or supplying any document or information by electronic
meansor by means of a website in accordance with the
Companies Actsand these Articles,the address stated
for the purpose of receiving such document or information
by electronic means or by means of a website.Relevant Company
    
    This is defined in Article 101.5, for the purposes of Article
101.
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Words and Phrases
    
    Meaningrelevant system
    
    A relevant systemunder the CREST Regulationswhose
operatorallows sharesor other securitiesof the
Company to be transferred using that system.relevant value
    
    This is defined in Article 131.5, for the purposes of Article
131.rights of any share
    
    The rights attached to a sharewhen it is issued,or
afterwards.satellite chairman
    
    This is defined in Article 58.7.satellite meeting
    
    This is defined in Article 58.2.Secretary
    
    Any person appointed by the directors to do work as the
company secretary including where the context allows any
assistant or deputy secretary.securities offer
    
    This is defined in Article 152.3, for the purposes of Article
152.Securities Seal
    
    A seal used to stamp the Companyssecuritiesas
evidence that the Companyhas issuedthem. The
Companys Securities Sealis a facsimile of the
Companys Common Sealbut with the addition of the
word securities.Share Warrant
    
    A share warrant to bearer issued by the Company.shareholder
    
    A holder of the Companys shares.shareholders meeting
    
    A meeting of shareholdersincluding both a General
Meeting of the Company and a class meeting.shares
    
    Shares which are in issue at the relevant time.sterling
    
    The currency of the United Kingdom.subsidiary
    
    A subsidiary as defined in Section 1159 of the Companies
 Act 2006.subsidiary undertaking
    
    A subsidiary undertaking as defined in Section 1162 of the
Companies Act 2006.Substantive Resolution
    
    Any resolution or question put to the vote of a General
Meeting which is not a Procedural Resolution.takeover offer
    
    A takeover offer as defined in Section 974 of the
Companies Act 2006.terms of a share
    
    The terms on which a share
was issued.
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Words and Phrases
    
    MeaningTransfer Office
    
    The place where the Registeris kept or in the case of
sending or supplying any document or information by
electronic means or by means of a website in accordance
with the Companies Acts and these Articles, the address
stated for the purpose of receiving such document or
information by electronic meansor by means of a
website.UK Listing Authority
    
    The Financial Services Authority in its capacity as the
competent authority for official listing under Part VI of the
Financial Services and Markets Act 2000.uncertificated form
    
    This is defined in Article 2.19.United Kingdom
    
    Great Britain and Northern Ireland.working day
    
    A day on which banks in the United Kingdomare
generally open for business, excluding Saturdays, Sundays
and public holidays.
 2.2
    
    References to a debentureinclude debenture stockand references to a debenture
holderinclude a debenture stockholder.2.3
    
    Where the Articlesrefer to a person who is automatically entitled to ashareby
law, this includes a person who is entitled to the share as a result of the death, or bankruptcy,
of a shareholder.2.4
    
    Words which refer to a single number also refer to plural numbers, and the other
way around.2.5
    
    Words which refer to males also refer to females and to other persons.2.6
    
    The words including and include and words of similar effect shall not be deemed
to limit the general effect of the words which precede them.2.7
    
    References to a person or people include companies, unincorporated associationsand
so on.2.8
    
    References to officersinclude directors, managers and the Secretary, but not the
Companysauditors.2.9
    
    References to the directors are to the board of directors unless the way in which
directors is used does not allow this meaning.2.10
    
    Any headings in these Articlesare only included for convenience. They do not
affect the meaning of the Articles. References to an Articleare to a numbered paragraph of these
Articles.2.11
    
    When an Actor the Articlesare referred to, the version which is current at any
particular time will apply.2.12
    
    Where the Articlesgive any power or authority to anybody, this power or authority
can be used on any number of occasions, unless the way in which the word is used does not allow
this meaning.
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2.13
    
    Any word or phrase which is defined in the Companies Acts(excluding any
modification to them by a further Actwhich is not in force when these Articlesare adopted) means
the same in the Articles, unless the Articlesdefine it differently, or the way in which the word
or phrase is used is inconsistent with the definition given in the Companies Acts.2.14
    
    Where the Articlessay that anything can be done by passing an ordinary
resolution, this can also be done by passing a special resolution.2.15
    
    Where the Articlesrefer to any document being made effectivethis means being
signed, sealed, authenticated or executedin some other legally valid way.2.16
    
    Where the Articlesrefer to monthsor years, these are calendar months or years.2.17
    
    Articleswhich apply to fully-paidsharescan also apply to stock. References in
those Articlesto shareor shareholderinclude stockor stockholder.2.18
    
    Where the Articlesrefer to sharesin certificated form, this means that ownership
of the sharescan be transferred using a transfer document (rather than in accordance with the
CREST Regulations) and that a share certificate is usually issued to the owner.2.19
    
    Where the Articlesrefer to sharesin uncertificated form, this means that
ownership of the sharescan be transferred in accordance with the CREST Regulationswithout using a
written transfer document and that no share certificate is issued to the owner.2.20
    
    Where the Articlesrefer to a period of clear days, the period does not include
the date the notice is delivered, or treated as being delivered, nor the date of the General
Meeting or other relevant event.2.21
    
    The expressions hard copy form, electronic form and electronic means shall
have the same respective meanings as in the Company Communications Provisions.2.22
    
    The term addresswhen used in relation to communications via electronic meansor
by means of a website includes any number or address used for the purposes of such communication.2.23
    
    Where the Articlesrefer to anything that should be in writing, this means it
should be written or produced by any substitute for writing (including anything in electronic form)
or partly one and partly another.2.24
    
    References to a person being present at a General Meetinginclude a person present
by company representative.
 SHAREHOLDERS LIABILITIES
 3
    
    Each shareholdersliability (as a shareholder) is limited to the amount (if any) that is unpaid on the sharesthat he or she holds.
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FIXED RATE SHARES
 4
    
    Right of Fixed Rate Shares to profits4.1
    
    If the Companyhas profits which are available for distribution and the directors
resolve that these should be distributed, the holders of the Fixed Rate Sharesare entitled, before
the holders of any other class of shares, to be paid in respect of each financial year or other
accounting period of the Companya fixed cumulativepreferential dividend (preferential dividend)
at the rate of 7 per cent. per annum on the nominal valueof the Fixed Rate Shareswhich is paid-up
or treated as paid-up.4.2
    
    Subject toArticle 4.3 below, the preferential dividendwill be paid yearly, on 31
March in respect of each financial year ending on or before that date. If this date is not a
working day, the payment will be made on the next working day.4.3
    
    When the Companyhas to calculate a dividend on the Fixed Rate Sharesfor a period
other than a calendar year ending on 31 March (being another accounting period, the first dividend
period arising for the Fixed Rate Sharesor otherwise), the daily dividend rate will be worked out
by dividing the yearly dividend rate by 365 days. This daily rate will then be multiplied by the
actual number of days which have passed in the relevant period, but not including the date of
payment, to give the amount payable for that period.4.4
    
    Except as provided in this Article, the Fixed Rate Sharesdo not have any other
right to share in the Companysprofits.5
    
    Right of Fixed Rate Shares to capital5.1
    
    If the Companyis wound up(but in no other circumstances involving a repayment of
capital or distribution of assetsto shareholderswhether by reduction of capital, redeemingor
buying back sharesor otherwise), the holders of the Fixed Rate Shareswill be entitled, before the
holders of any other class of sharesto:
 
    
    repayment of the amount paid-upor treated as paid-upon the nominal valueof each
Fixed Rate Share;
    
    the amount of any dividend which is due for payment on, or after, the date the
winding upcommenced which is payable for a period ending on or before that date. This
applies even if the dividend has not been declaredor earned;
    
    any dividend arrearson any Fixed Rate Sharesheld by them. This applies even if
the dividend has not been declaredor earned; and
    
    a proportion of any dividend in respect of the financial year or other accounting
period which began before the winding upcommenced but ends after that date. The
proportion will be the amount of the dividend that would otherwise have been payable
for the period which ends on that date. This applies even if the dividend has not been
declaredor earned.
 5.2
    
    If there is a winding upto which Article 5.1 applies, and there is not enough to
pay the amounts due on the Fixed Rate Shares, the holders of the Fixed Rate Shareswill share what
is available in proportion to the amounts to which they would otherwise be entitled. The holders of
the Fixed Rate Shareswill be given preference over the holders of other classes of shareswhich
rankbehind them in sharing in the Companysassets.
 - 8 -




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5.3
    
    Except as provided in this Article 5, the Fixed Rate Sharesdo not have any other
right to share in the Companyssurplus assets.6
    
    Voting rights of Fixed Rate Shares6.1
    
    The holders of the Fixed Rate Sharesare only entitled to receive notice of General
Meetings, or to attend, speak and vote at General Meetings, as set out below.
 
    
    If a resolution is to be proposed at the General Meetingto wind upthe Company,
they are entitled to receive notice of the General Meetingand can attend, but are not
entitled to speak or vote.
    
    If a resolution is to be proposed at the General Meetingwhich would vary or
abrogatethe rightsattached to the Fixed Rate Shares, they are entitled to receive
notice of the General Meetingand are entitled to attend, speak and vote but only in
respect of such resolution or any motion to adjournthe General Meetingbefore such
resolution is voted on.
 6.2
    
    If the holders of the Fixed Rate Sharesare entitled to vote at a General Meeting,
each holder of a Fixed Rate Sharepresent in person or by proxyhas one vote on a show of handsand
on a pollevery holder of a Fixed Rate Sharewho is present in person or by proxyshall have one
vote in respect of each fully-paidFixed Rate Share.7
    
    Varying the rights of Fixed Rate SharesThe rightsof the holders of the Fixed Rate Shareswill be regarded as being varied or
abrogatedif any resolution is passed for the reduction of the amount of capital paid-upon
the Fixed Rate Sharesbut not for the repayment of the Fixed Rate Sharesat par value.Accordingly, this can only take place if:
 
    
    holders of at least three quarters in nominal valueof the Fixed Rate Sharesagree
in writing; or
    
    a special resolutionis passed at a separate class meetingby the holders of the
Fixed Rate Sharesapproving the proposal,
 in accordance with Article 35.
 SHARES
 8
    
    Fractions of shares8.1
    
    If any sharesare consolidatedor divided, the directors have the power to deal
with any fractions of shareswhich result or any other difficulty that arises. Subject toArticle
8.3, if the directors decide to sell any sharesrepresenting fractions, they must do so for the
best price reasonably obtainable and distribute the net proceeds of sale among shareholdersin
proportion to their fractional entitlements in accordance with their rightsand interests. The
directors can sell to any person (including the Company, if the Companies Actsallow this) and can
authorise any person to transfer those sharesto the buyer or in accordance with the buyers
instructions. The buyer does not need to take any steps to see how any
 - 9 -




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money he paid is used. Nor will his ownership of the sharesbe affected if the sale was
irregular or invalid in any way.8.2
    
    So far as the Companies Actsallow, when sharesare consolidatedor divided, the
directors can treat a shareholders shareswhich are held in certificated formand in
uncertificated formas separate shareholdings. The directors can also arrange for any shareswhich
result from a consolidationor division and which represent rights to fractions of sharesto be
entered in the Registeras sharesin certificated formwhere this makes it easier to sell them.8.3
    
    Where any shareholdersentitlement to a portion of the proceeds of sale amounts to
less than £3, that shareholdersportion may at the directors discretion be distributed to an
organisation which is a charity for the purposes of the laws of England and Wales.9
    
    The power to reduce capitalThe Companys shareholderscan pass a special resolutionto reduce in any way:
 
    
    the Companysshare capital; or
    
    any capital redemption reserve, share premium accountor other undistributable reserve.
 This is subject toany restrictions under the Companies Acts.10
    
    The special rights of new shares10.1
    
    If the Companyissuesnew shares, the new sharescan have any rightsor
restrictions attached to them. The rightscan take priority over the rightsof existing shares, or
existing sharescan take priority over them, or the new sharesand the existing sharescan rank
equally. These rightsand restrictions can apply to sharing in the Companysprofits or assets.
Other rightsand restrictions can also apply, for example to the right to vote.10.2
    
    The powers conferred by Article 10.1 are subject tothe provisions of Article
10.5.10.3
    
    The rightsand restrictions referred to in Article 10.1 can be decided by an
ordinary resolutionpassed by the shareholders. The directors can also take these decisions if they
do not conflict with any resolution passed by the shareholders.10.4
    
    The rightsof any new sharescan include rightsfor the holder and/or the Company
to have them redeemed. The directors may determine the terms, conditions and manner of redemption
of any such shares.10.5
    
    The ability to attach particular rightsand restrictions to new sharesmay be
restricted by special rightspreviously given to holders of any existing shares.11
    
    The directors power to deal with shares11.1
    
    Subject to the provisions of the Companies Acts, these Articlesand any resolution
of the Company, the directors may allot shares in the Companyand grant rights to subscribe for
shares, or to convert any security into shares, to such persons, at such times and on such
 - 10 -




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terms, including as to the ability of such persons to assign
their rights to be issued such shares, as they think proper.11.2
    
    The directors shall be generally and unconditionally authorised pursuant to and in
accordance with Section 551 of the Companies Act 2006to exercise for each Allotment Periodall the
powers of the Companyto (i) allot shares; (ii) grant rights to subscribe for shares; and (iii)
convert any security into shares, but only up to an aggregate nominal amount equal to the Section
551 Amount. By such authority the directors may, during the Allotment Period, make offers or
agreements which would or might require shares to be allotted, or rights to be granted, after the
expiry of such period.11.3
    
    During each Allotment Periodthe directors shall be empowered to allot equity
securitieswholly for cash pursuant to and within the terms of the authority in Article 11.2 and to
sell treasury shareswholly for cash:
 
    
    in connection with a pre-emptive offer; and
    
    otherwise than in connection with a pre-emptive offer, up to an aggregate nominal
amount equal to the Section 561 Amount,
 as if Section 561(1) of the Companies Act 2006did not apply to any such allotment or sale.
Under such power the directors may, during the Allotment Period, make offers or agreements
which would or might require equity securitiesto be allotted after the expiry of such period.11.4
    
    For the purposes of this Article:
 
    
    Allotment Period means (i) the period from the date of adoption of these Articles
until 30 September 2011 or, if sooner, the end of the next Annual General Meeting, or (ii)
any period specified as such by the Relevant Ordinary Resolution;
    
    Section 551 Amount means US$1 for the first Allotment Periodand for any other
Allotment Periodmeans the amount specified as such by the Relevant Ordinary Resolution;
    
    equity securities, ordinary shares and references to the allotment of equity
securities shall have the same meanings as in Section 560 of the Companies Act 2006;
    
    Section 561 Amount means US$1 for the first Allotment Periodand for any other
Allotment Periodmeans the amount specified as such in the Relevant Special Resolution;
    
    pre-emptive offer means an offer of equity securitiesopen for acceptance for a period
fixed by the directors to (a) holders (other than the Company) on the register on a record
date fixed by the directors of ordinary sharesin proportion to their respective holdings
and (b) other persons so entitled by virtue of the rights attaching to any other equity
securities held by them, but subject in both cases to such exclusions or other arrangements
as the directors may deem necessary or expedient in relation to treasury shares, fractional
entitlements, record dates or legal, regulatory or practical problems in, or under the laws
of, any territory;
    
    Relevant Ordinary Resolution means, at any time, the most recently passed resolution
varying, renewing or further renewing the authority conferred by Article 11.2;
 - 11 -




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
    
    Relevant Special Resolution means, at any time, the most recently passed special resolution
renewing or further renewing the authority conferred by Article 11.3;
    
    in the case of rights to subscribe for shares, or to convert any securitiesinto shares,
of the Company, the nominal valueof such securitiesshall be taken to be the nominal value
of the shares which may be allotted pursuant to such rights.
 12
    
    Power to pay commission and brokerage12.1
    
    The Companycan use all the powers given by the Companies Actsto pay commission or brokerageto any person who:
 
    
    applies, or agrees to apply, for any new shares; or
    
    gets anybody else to apply, or agree to apply for, any new shares.
 12.2
    
    The rate per cent or amount of the commission paid, or agreed to be paid, must be
disclosed as required by the Companies Actsand must not exceed 10 per cent of the price at which
the sharesin respect of which the commission is paid are issued(or an equivalent amount). The
commission can be paid in cash or by the allotmentof fully-paidshares, or any combination of the
two, or in any other way allowed by the Companies Acts.13
    
    No trusts or similar interests recognised13.1
    
    The Companywill only be affected by, or recognise, a current and absolute right
to whole shares. The fact that any share, or any part of a share, may not be owned outright by the
registered owner is not of any concern to the Company, for example if a shareis held on any kind
of trust.13.2
    
    The only exception to what is said in Article13.1 is for any
right:
 
    
    which is expressly given by these Articles; or
    
    which the Companyhas a legal duty to recognise.
 SHARES IN UNCERTIFICATED FORM
 14
    
    Holding shares in uncertificated form and effect of the CREST Regulations14.1
    
    Subjectto the Articlesand so far as the Companies Actsallow this, the directors can decide that any class of sharescan:
 
    
    be held in uncertificated formand that title to such sharescan be transferred using a relevant system; or
    
    no longer be held and transferred in uncertificated form.
 14.2
    
    These Articlesdo not apply to sharesof any class which are held in
uncertificated formto the extent that the Articlesare inconsistent with the:
 
    
    holding of sharesof that class in uncertificated form;
 - 12 -




---



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
    
    transfer of title to sharesof that class by means of a relevant system; or
    
    CREST Regulations.
 14.3
    
    The directors can also lay down regulations which:
 
    
    govern the issue, holding and transfer, and where appropriate, the mechanics of
conversion and redemption, of these sharesand securities;
    
    govern the conversion of certificated shares into uncertificated shares and the
conversion of uncertificated shares into certificated shares;
    
    govern the mechanics for payments involving a relevant system; and
    
    make any other provisions which they consider are necessary to ensure that these
Articlesare consistent with the CREST Regulations, and with any rules or guidance of
an operatorof a relevant system.
 These regulations will, if they say so, apply instead of the other provisions in the Articles
relating to certificates, and the transfer, conversion and redemptionof sharesand other
securities, and any other provisions which are not consistent with the CREST Regulations. If
the directors do make any regulations under this Article 14.3, Article 14.2 will still apply
to the Articles, read with those regulations.14.4
    
    The Companymay by notice to the holder of a sharerequire that a share:
 
    
    if it is in uncertificated form, be converted into certificated form; and
    
    if it is in certificated form, be converted into uncertificated form,
 to enable it to be dealt with in accordance with the Articles.14.5
    
    If:
 
    
    the Articlesgive the directors power to take action, or require other persons to
take action, in order to sell, transfer or otherwise dispose of shares; and
    
    sharesin uncertificated formare subject tothat power, but the power is expressed
in termswhich assume the use of a certificate or other written instrument,
 the directors may take such action as is necessary or expedient to achieve the same results
when exercising that power in relation to sharesin uncertificated form.14.6
    
    The directors may take such action as they consider appropriate to achieve the
sale, transfer, disposal, forfeiture, re-allotmentor surrender of a sharein uncertificated form
or otherwise to enforce a lienin respect of it. This may include converting such shareto
certificated form.14.7
    
    Unless the directors resolve otherwise, shareswhich a shareholderholds in
uncertificated formmust be treated as separate holdings from any shareswhich that shareholder
holds in certificated form.14.8
    
    A class of sharesmust not be treated as two classes simply because some sharesof
that class are held in certificated formand others are held in uncertificated form.
 - 13 -




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SHARE CERTIFICATES
 15
    
    Certificates15.1
    
    When a shareholderis first registered as the holder of any class of sharesin
certificated form, he is entitled to receive, free of charge, one certificate for all the sharesin
certificated formof that class which he holds. If he holds sharesof more than one class in
certificated form, he is entitled to receive a separate share certificate for each class.15.2
    
    The Companymust also observe any requirements of the CREST Regulationswhen
issuing share certificates. Where the Companies Actsallow, the Companydoes not need to issue
share certificates.15.3
    
    If a shareholderreceives more sharesin certificated formof any class he is
entitled, without charge, to another certificate for the additional shares.15.4
    
    If a shareholdertransfers part of his sharescovered by a certificate, he is
entitled, free of charge, to a new certificate for the balance if the balance is also held in
certificated form. The old certificate will be cancelled.15.5
    
    The Companydoes not have to issue more than one certificate for any sharein
certificated form, even if that shareis held jointly.15.6
    
    When the Companydelivers a certificate to one joint holder of sharesin
certificated form, this is treated as delivery to all of the joint shareholders.15.7
    
    If requested in writing to do so, the Companycan deliver a certificate to a
broker or agentwho is acting for a person who is buying sharesin certificated form, or who is
having sharestransferred to him in certificated form.15.8
    
    The directors can decide how share certificates are made effective. For example,
they can be:
 
    
    signed by two directors or one director and the Secretary;
    
    signed by one director in the presence of a witness who attests to the signature;
    
    sealed with the Common Sealor the Securities Seal(or in the case of shareson a
branch Register, an official seal for use in the relevant territory); or
    
    printed, in any way, with a copy of the signature of those directors and the
Secretary. The copy can be made or produced mechanically, electronicallyor in any
other way the directors approve so long as it complies with the Companies Acts.
 15.9
    
    A share certificate must state the number and class of sharesto which it relates
and the amount paid-upon those shares. It cannot be for sharesof more than one class.15.10
    
    If all the issuedsharesof the Company, or a particular class of shares, are
fully-paidand rankequally with each other for all purposes, none of those shareswill (unless the
directors pass a resolution to the contrary) have a distinguishing number as long as it remains
fully-paidand ranksequally for all purposes with all the sharesof the same class which are
issuedand fully-paid.15.11
    
    The time limit for the Companyto prepare a share certificate for sharesin
certificated formis:
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
    
    two months after the allotmentof a new share;
    
    five working daysafter a valid transfer of fully-paidsharesis presented for
registration;
    
    two months after a valid transfer of partly-paidsharesis presented for
registration; or
    
    where a request relating to Share Warrantshas been made in accordance with Article
154.1, as set out in Article 154.3.
 15.12
    
    Article 15.11 only applies to the extent that the termsof issueof sharesdo not
provide otherwise.15.13
    
    Share certificates will also be prepared and sent earlier where either the London
Stock Exchangeor the UK Listing Authorityrequires it.16
    
    Replacement share certificates16.1
    
    If a shareholderhas four or more share certificates for sharesof the same class
which are in certificated form, he can ask the Companyfor these to be cancelled and replaced by a
single new certificate. The Companymust comply with this request and the directors can require the
shareholderto pay the Companysreasonable administrative expenses for doing so.16.2
    
    A shareholdercan ask the Companyto cancel and replace a single share certificate
with two or more certificates, for the same total number of shares. The Companymust comply with
this request and the directors can require the shareholderto pay the Companysreasonable
administrative expenses for doing so.16.3
    
    A shareholdercan ask the Companyfor a new certificate if the
original is:
 
    
    damaged or defaced; or
    
    lost, stolen, or destroyed.
 16.4
    
    If a certificate has been damaged or defaced, the Companycan require satisfactory
evidence and for the certificate to be delivered to it before issuing a replacement. If a
certificate is lost, stolen or destroyed, the Companycan require satisfactory evidence, together
with an indemnity, before issuing a replacement. In each case the directors can impose such other
termsas they think fit.16.5
    
    The directors can require the shareholderto pay the Companysexceptional
out-of-pocket expenses for issuing any share certificates under Article 16.3.16.6
    
    Any one joint shareholdercan request replacement certificates under this Article 16.
 CALLS ON SHARES
 17
    
    The directors can make calls on sharesThe directors can callon shareholdersto pay any money which has not yet been paid to
the Companyfor their shares. This includes both the nominal valueof the sharesand any
 - 15 -




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premiumwhich may be payable. If the termsof issueof the sharesallow this, the directors
can:
 
    
    make callsas often, and whenever, they think fit;
    
    decide when and where the money is to be paid;
    
    decide that the money can be paid by instalments; or
    
    wholly or partly revokeor postpone any call.
 A callis treated as having been made as soon as the directors pass a resolution authorising
it.18
    
    The liability for calls18.1
    
    A shareholderwho has received at least 14 days notice giving details of the
amount called, the time (or times) and place or address for payment must pay the callas required
by the notice. Joint shareholdersare liable jointly and severallyto pay any money calledfor in
respect of their shares.18.2
    
    A shareholderdue to pay the amount calledshall still have to pay the calleven
if, after the callwas made, he transfers the sharesto which the callrelated.19
    
    Interest and expenses on unpaid callsIf a callis made and the money due remains unpaid, the shareholderis liable to pay
interest on the money and any expenses incurred by the Companybecause of his failure to pay
the callon time. The interest will run from the day the money is due until it has actually
been paid. The yearly interest rate will be a reasonable rate fixed by the directors (or,
where they do not fix a reasonable rate, 10 per cent). The directors can decide not to charge
any or all of such expenses and interest.20
    
    Sums which are payable when a share is allotted are treated as a callIf the termsof a sharerequire any money to be paid at the time the shareis allotted,
or at any fixed date (whether in relation to the nominal valueof the sharesor any premium
which may apply), then the liabilityto pay the money will be treated in the same way as a
liabilityfor a valid callfor money on shareswhich is due on the same date. If this money is
not paid, everything in the Articlesrelating to non-payment of callsapplies. This includes
Articleswhich allow the Companyto forfeitor sell sharesand to claim interest.21
    
    Calls can be for different amountsOn an issueof shares, if the termsof such sharesallow, the directors can decide that
allotteesor the subsequent holders of such sharescan be calledon to pay different amounts,
or that they can be calledon at different times.22
    
    Paying calls early22.1
    
    The directors can accept payment in advance of some or all of the money due from a
shareholderbefore he is calledon to pay the money. Any payment accepted in advance of
 - 16 -




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a shareholderbeing calledon shall, to the extent of such payment, extinguish the liability
upon the sharesin respect of which it is made. The Companycan agree to pay interest on money
paid in advance until it would otherwise be due to the Companyat a rate (up to a maximum
yearly interest rate of 10 per cent) agreed between the directors and the shareholder.22.2
    
    The money which is paid in advance in this way shall not be included in
calculating the dividend payable on the sharesin respect of which the money paid in advance has
been paid.
 FORFEITING SHARES
 23
    
    Notice following non-payment of a callArticles 23 to 34 apply if a shareholderfails to pay the whole amount of a call, or an
instalment of a call, by the date on which it is due. The directors can serve a notice on him
any time after the date on which the callor the instalment is due, if the whole amount
immediately due has not been paid.24
    
    Contents of the noticeA notice served under Article 23 must:
 
    
    demand payment of the amount immediately payable, plus any interest and expenses
incurred by the Companyby reason of such non-payment;
    
    give a date by when the total must be paid, but this must be at least 14 days after
the notice is served on the shareholder;
    
    state where the payment(s) must be made; and
    
    state that if the full amount demanded is not paid by the time and at the place or
address stated, the Companycan forfeitthe shareson which the callor instalment was
due.
 25
    
    Forfeiture if the notice is not complied withIf a notice served under Article 23 is not complied with, the sharesto which it relates
can be forfeitedat any time while any amount (including interest) is still outstanding. This
is done by the directors passing a resolution stating that the shareshave been forfeited.26
    
    Forfeiture will include unpaid dividendsAll dividends which are due on (and other money payable in respect of) the forfeited
shares, but not yet paid, will also be forfeited.27
    
    SurrenderThe directors may accept a surrender of any shareliable to be forfeitedpursuant to Article 25.
 - 17 -




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28
    
    Dealing with forfeited shares28.1
    
    The directors can sell, dispose of or re-allotany forfeitedor surrendered share
on any termsand in any way that they decide. The Companymay keep the consideration received from
doing this. The directors can, if necessary, authorise any person to transfer a forfeitedor
surrendered shareto any other person and may cause such other person to be registered as the
holder of the share.28.2
    
    The new shareholdersownership of the sharewill not be affected if the steps
taken to forfeitor surrender the share, or the sale or disposal of the share, were invalid or
irregular, or if anything that should have been done was not done, and the new shareholderis not
obliged to enquire as to how the purchase money (if any) is used.29
    
    Cancelling forfeiture29.1
    
    After a sharehas been forfeitedor surrendered, the directors can cancel the
forfeitureor surrender. But they can only do this before the sharehas been sold, re-allottedor
disposed of. This can be on any termsthat they decide.29.2
    
    If a sharehas not been sold or disposed of after three years from the date of
forfeiture, the directors must cancel the share.30
    
    The position of shareholders after forfeiture30.1
    
    A shareholderloses all rights in connection with forfeitedor surrendered shares
and ceases to be a shareholderin respect of those shares. If the sharesare in certificated form,
he must surrender any certificate for those sharesto the Companyfor cancellation. A person is
still liable to pay callswhich have been made, but not paid, before the forfeitureof his shares.
He must also pay interest on the unpaid amount (at the rate of interest which was payable on the
unpaid amount before the forfeiture) until it is paid. If no interest was payable before the
forfeitureon the unpaid amount, the directors can fix the rate of interest on the unpaid amount,
but it must not be more than 10 per cent a year, until it is paid.30.2
    
    The shareholdercontinues to be liable for all claims and demands which the
Companycould have made relating to the forfeitedshare. He is not entitled to any credit for the
value of the sharewhen it was forfeitedor for money received by the Companyunder Article 28,
unless the directors decide to allow credit for all or any of that value. The directors may also
decide to waive any payment due either completely or in part.
 LIENS ON PARTLY-PAID SHARES
 31
    
    The Companys lien on sharesThe Companyhas a lienon all partly-paidshares. This lienhas priority over claims of
others to the sharesand extends to all dividends and other money payable on the sharesor in
respect of them. This lienis for any money owed to the Companyfor the shares. The directors
can decide to give up any lienwhich has arisen or that any sharefor a specified period of
time be entirely or partly exempt from this Article. They can also decide to suspend any lien
which would otherwise apply to particular shares. Unless otherwise
 - 18 -




---



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agreed, the registration of a transfer of any shareover which the Companyhas a lienshall
operate as a waiver of that lien.32
    
    Enforcing the lien by selling the shares32.1
    
    If the directors want to enforce the lienreferred to in Article 31, they can sell
some or all of the sharesin any way they decide. The directors can authorise someone to transfer
the sharessold. But they cannot sell the sharesuntil all of the following conditions are met:
 
    
    the money owed by the shareholdermust be immediately payable;
    
    the directors must have given a notice in writing to the shareholder. This
notice must specify the sharesconcerned and say how much is due. It must also
demand that this money is paid, and say that the shareholders sharescan be
sold by the Companyif the money is not paid;
    
    the notice in writing must have been sent to or served on the shareholder,
or on any person who is automatically entitled to thesharesby law; and
    
    the money has not been paid by at least 14 days after the notice has been
served. 32.2The new shareholdersownership of the sharewill not
be affected if the sale or disposal of the sharewas invalid or irregular, or
if anything that should have been done was not done and is not obliged to
enquire as to how the purchase money (if any) is used.
 33
    
    Using the proceeds of the saleIf the directors sell any sharesunder Article 32, the net proceeds will first be used to
pay off the amount which is then payable to the Company. The directors will pay any money left
over to the former shareholder, or to any person who would otherwise be automatically entitled
to thesharesby lawprovided that the Companyslienwill also apply to any money left over,
to cover any money still due to the Companywhich is not yet payable: the Companyhas the same
rights over this money as it had over the sharesimmediately before they were sold. If the
sharesare in certificated form, the Companyneed not pay over anything left under this
Article until the certificate representing the sharessold has been delivered to the Company
for cancellation.34
    
    Evidence of forfeiture or enforcement of lienA director, or the Secretary, can make a statutory declarationdeclaring:
 
    
    that he is a director or the Secretaryof the Company;
    
    that a sharehas been properly forfeitedor surrendered or sold to satisfy a lienunder the Articles; and
    
    when the sharewas forfeitedor sold.
 This will be conclusive evidence of these facts which cannot be disputed as against all
persons claiming to be entitled to the share. Such declaration shall constitute a good title
to the sharesubject tocompliance with any other transfer formalities required by law.
 - 19 -




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CHANGING SHARE RIGHTS
 35
    
    Changing the special rights of shares35.1
    
    If the Companysshare capital is split into different classes of share, and if
the Companies Actsallow this and unless the Articlesor rightsattached to any class of sharesay
otherwise, the special rightswhich are attached to any of these classes of sharecan be varied or
abrogatedif this is approved by a special resolutionin accordance with Articles 35 and 36. This
must be passed at a separate meeting of the holders of the relevant class of shares. This is called
a class meeting. Alternatively, the holders of at least three-quarters of the existing sharesof
the relevant class, excluding any sharesheld as treasury shares, (by nominal value) can give their
consent in writing.35.2
    
    The special rightsof a class of sharescan be varied or abrogatedwhile the
Companyis a going concern, or while the Companyis being wound up, or if winding upis being
considered.35.3
    
    All the Articlesrelating to General Meetings apply, with any necessary changes,
to a class meeting, but with the following adjustments:
 
    
    At least two people who hold (or who act as proxiesfor) at least one third of the
total nominal valueof the existing sharesof the class are a quorum. However, if this
quorumis not present at an adjournedclass meeting, one person who holds sharesof
the class, or his proxy, is a quorum, regardless of the number of shareshe holds.
    
    Anybody who is personally present, or who is represented by a proxy, can demand a
poll.
    
    On a poll, the holders of shareswill have one vote for every shareof the class
which they hold.
    
    If a class meetingis adjournedfor any reason including a lack of quorum, the
adjournedmeeting may be held less than 10 clear days after the original class meeting
notwithstanding Article 55.1.
 35.4
    
    This Article also applies to the variation or abrogationof special rightsof
sharesforming part of a class. Each part of the class which is being treated differently is viewed
as a separate class in operating this Article.36
    
    More about the special rights of sharesThe special rightsof sharesor of any class of sharesare not regarded as varied or
abrogatedif:
 
    
    new sharesare created, or issued, which rankequally with or behind those shares
or that class of sharesin sharing in profits or assetsof the Company;
    
    the Companyredeemsor buys back its own shares.
 But this does not apply if the termsof the sharesor class of sharesexpressly provide
otherwise.
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TRANSFERRING SHARES
 37
    
    Share transfers37.1
    
    Unless the Articlesprovide otherwise, any shareholdercan transfer some or all of
his sharesto another person.37.2
    
    Every transfer of sharesin certificated formmust be in writing, and either in
the usual standard form, or in any other form approved by the directors.37.3
    
    Transfers of uncertificated sharesare to be carried out using a relevant system
and must comply with the CREST Regulations.38
    
    More about transfers of shares in certificated form38.1
    
    The transfer form for sharesin certificated formmust be delivered to the
Transfer Office(or any other place the directors may decide). The directors may refuse to
recognise a transfer unless the transfer form:
 
    
    has with it the share certificate for the sharesto be transferred and any other
evidence which the directors ask for to prove that the person wishing to make the
transfer is entitled to do this;
    
    is properly stamped (for payment of stamp duty) where this is required;
    
    is being used to transfer only one class of shares; and
    
    is in favour of not more than four joint holders.
 38.2
    
    If the sharebeing transferred is a fully-paid-upshare, a share transfer form
must be signed by the person making the transfer. If the transfer is being made by a company, the
share transfer form does not need to be under that companysseal.38.3
    
    If the sharebeing transferred is not a fully-paid-upshare a share transfer form
must also be signed by the person to whom the shareis being transferred. If the transfer is being
made to a company, the transfer form does not need to be under that companysseal.38.4
    
    The person making a transfer of shareswill be treated as continuing to be the
shareholderuntil the name of the person to whom a shareis being transferred is put on the
Registerfor that share.38.5
    
    No fee is payable to the Companyfor transferring sharesor registering changes
relating to the ownership of shares.38.6
    
    If a sharetransfer is registered, or if the directors have any grounds for
suspecting fraud, the Companycan keep the sharetransfer form. Otherwise, if the directors refuse
to register a transfer, the sharetransfer form will be returned, when notice of refusal is given,
to the person lodging it.39
    
    The Company can refuse to register certain transfers39.1
    
    The directors can refuse to register a transfer of any shares:
 
    
    in certificated form, if the relevant conditions in Article 38 are not satisfied; or
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
    
    where the Boardis obliged or entitled to refuse to do so as a result of any
failure to comply with a notice under Section 793 of the Companies Act 2006(see
Article 67.1).
 39.2
    
    If the directors decide not to register a transfer of a sharein certificated
form, they must notify in writing the person to whom such sharewas to be transferred and the
person intending to transfer such share, of the decision not to register the transfer. Such notice
shall give reasons for the decision to refuse registration. This must be done no later than two
months after the Companyreceives the transfer. The directors do not have to give any reasons for
refusing to register a transfer of any sharesin uncertificated form.40
    
    Overseas branch registersIf the Companytransacts business in a country or territory referred to in Section 129 of
the Companies Act 2006, it may arrange for a branch register of the shareholdersresident in
that country or territory to be kept there.
 PERSONS AUTOMATICALLY ENTITLED TO SHARES BY LAW
 41
    
    When a shareholder dies41.1
    
    When a sole shareholderdies (or a shareholderwho is the last survivor of joint
shareholdersdies), his legal personal representativeswill be the only people whom the Company
will recognise as being entitled to his shares.41.2
    
    If a shareholderwho is a joint shareholderdies, the remaining joint shareholder
or shareholders will be the only people who the Companywill recognise as being entitled to his
shares.41.3
    
    This Article does not discharge the estate of any sole or joint shareholderfrom
any liability.42
    
    Registering personal representativesA person who becomes automatically entitled to ashareby lawcan either be registered as
the shareholderor can select some other person to whom the shareis to be transferred. The
person who is automatically entitled by lawmust provide any evidence of his entitlement which
is reasonably required by the directors.43
    
    A person who wants to be registered must give noticeIf a person who is automatically entitled tosharesby lawwants to be registered as a
shareholder, he must deliver or send a notice to the Companysaying that he has made this
decision. He must sign this notice, or authenticate it in accordance with Article 141, and it
must be in the form which the directors require. This notice will be treated as a transfer
form and all of the provisions of these Articlesabout registering transfers of sharesapply
to it. The directors have the same power to refuse to register the automatically entitled
person as they would have had in deciding whether to register a transfer by the person who was
previously entitled to the shares.
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44
    
    Having another person registeredIf a person who is automatically entitled to ashareby lawwants the shareto be
transferred to another person, he must do the following:
 
    
    for a sharein certificated formsign a transfer form to the person he has
selected; and
    
    for a sharein uncertificated formtransfer such shareusing a relevant system.
 The
directors have the same power to refuse to register the person selected as they would
have had in deciding whether to register a transfer by the person who was previously
entitled to the shares.45
    
    The rights of people automatically entitled to shares by law45.1
    
    A person who is automatically entitled to ashareby lawis entitled to any
dividends or other money relating to the share, upon supplying to the Companysuch evidence as the
directors may reasonably require to show his title to the share, even though he is not registered
as the holder of that share. However, if the directors have served a notice on any such person
requesting him to choose between registering himself or transferring the share, and such person
does not comply with the notice within 90 days, the directors can withhold the dividend and other
money until the notice has been properly complied with. The directors can also withhold the
dividend if the person who was previously entitled to the sharecould have had their dividend
withheld.45.2
    
    Unless and until he is registered as a shareholderthe person automatically
entitled to ashareby lawis not entitled:
 
    
    to receive notices of General Meetings, or to attend or vote at these
meetings; and
    
    (subject toArticle 45.1) to any of the other rights and benefits of being a
shareholder,
 unless the directors decide to allow this.45.3
    
    A person entitled to a sharewho has elected for that shareto be transferred to
some other person pursuant to Article 44 shall cease to be entitled to any rightsor advantages in
relation to such shareupon that other person being registered as the holder of that share.46
    
    Prior notices bindingIf a notice is given to a shareholderin respect of a share, a person entitled to that
shareis bound by the notice if it was given to the shareholderbefore the name of the person
entitled was entered into the Register.
 SHAREHOLDERS WHO CANNOT BE TRACED
 47
    
    Shareholders who cannot be traced47.1
    
    The Companycan sell any sharesat the best price reasonably obtainable if:
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
    
    during the 12 years before the earliest of the advertisements referred to below, at
least three dividends on the shareshave been payable and none has been claimed;
    
    after this 12-year period, the Companyannounces that it intends to sell the shares
by placing an advertisement in a United Kingdomnational newspaper and in a newspaper
appearing in the area which includes the address held by the Companyfor serving
notices relating to the shares; and
    
    during this 12-year period, and for three months after the last advertisement
appears in the newspapers, the Companyhas received no indication as to the
whereabouts or existence of the shareholderor any person who is automatically
entitled to thesharesby law.
 47.2
    
    To sell any sharesin this way, the Companycan authorise any person to transfer
the shares. This transfer will be just as effective as if it had been made by the registered holder
of the shares, or by a person who is automatically entitled to thesharesby law. The ownership of
the person to whom the sharesare transferred will not be affected even if the sale is irregular or
invalid in any way.47.3
    
    The net sale proceeds belong to the Companyuntil claimed under this Article, but
it must pay these to the shareholderwho could not be traced, or to the person who is automatically
entitled to thesharesby law, if that shareholder, or that other person, asks for it.47.4
    
    The Companymust record the name of that shareholder, or the person who was
automatically entitled to thesharesby law, as a creditor for this money in its accounts. The
money is not held on trust, and no interest is payable on the money. The Companycan keep any money
which it has earned on the net sale proceeds. The Companycan use the money for its business, or it
can invest the money in any way that the directors decide. However, the money cannot be invested in
the Companys shares, or in the sharesof any holding companyof the Company.47.5
    
    In the case of uncertificated shares, this Article is subject toany restrictions
which apply under the CREST Regulations.
 GENERAL MEETINGS
 48
    
    The Annual General MeetingExcept as provided in the Companies Acts, the Companymust hold an Annual General Meeting
once in each period of six months beginning with the day following the Companysaccounting
reference date, in addition to any other General Meetings which are held in the year. The
notice calling the Annual General Meetingmust say that the meeting is the Annual General
Meeting. The Annual General Meetingmust be held in accordance with the Companies Acts. The
directors must decide when and where to hold the Annual General Meeting.
 - 24 -




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49
    
    Calling a General MeetingThe directors can decide to call a General Meetingat any time in accordance with the
Companies Acts. General Meetings must also be called promptly in response to a requisitionby
shareholders under the Companies Acts. If a General Meetingis not called in response to such
a request by shareholders, it can be called by the shareholderswho requested the General
Meetingin accordance with the Companies Acts. Any General Meetingrequisitionedin this way
by shareholdersshall be called in the same manner as nearly as possible to that in which
General Meetings are called by the directors. The directors must decide when and where to hold
a General Meeting.50
    
    Notice of General Meetings50.1
    
    Notices of General Meetingsshall include all information required to be included
by the Companies Acts.50.2
    
    Notices of General Meetings must be given to the shareholders, except in cases
where the Articlesor the rightsattached to the sharesstate that the holders are not entitled to
receive them from the Company. Notice must also be given to the Companysauditors. The day when
the notice is served (see Article 137), or is treated as served, and the day of the General Meeting
do not count towards the period of notice. In relation to any class of sharessome of which are in
uncertificated formthe Companycan decide that only people who are entered on the Registerat the
close of business on a particular day are entitled to receive such a notice. That day shall be a
day chosen by the Companyand falling not more than 21 days before the notice is sent.50.3
    
    For the purposes of determining which persons are entitled to attend a meeting,
the Companymay specify in the notice of the meeting a time by which a person must be entered on
the Registerin order to have the right to attend the meeting. For the purposes of determining
which persons are entitled to vote at a meeting, and how many votes such persons may cast, the
Companymust specify in the notice of the meeting a time, not more than 48 hours before the time
fixed for the meeting, by which a person must be entered on the Registerin order to have the right
to vote at the meeting. The directors may at their discretion resolve that, in calculating such
period, no account shall be taken of any part of any day that is not a working day(within the
meaning of Section 1173 of the Companies Act 2006).
 PROCEEDINGS AT GENERAL MEETINGS
 51
    
    The chairman of a General Meeting51.1
    
    The Chairman of the directors will be the chairman at every General Meeting, if he
is present and willing to take the chair.51.2
    
    If the Companydoes not have a Chairman, or if the Chairman is not present and
willing to chair the General Meeting, a Deputy Chairman will chair the meeting if he is present and
willing to take the chair.
 - 25 -




---



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51.3
    
    Where there is more than one Deputy Chairman at a General Meetingand there is
more than one present, and the Chairman is not there, the Deputy Chairman to take the chair will be
the longest serving Deputy Chairman present.51.4
    
    If the Companydoes not have a Chairman or a Deputy Chairman, or if neither the
Chairman or any Deputy Chairman are present and willing to chair the General Meeting, after waiting
ten minutes from the time that a meeting is due to start, the directors who are present will choose
one of themselves to act as chairman. If there is only one director present, he will be chairman if
he is willing.51.5
    
    If there is no director present and willing to be chairman, then a shareholdermay
be elected to be the chairman by a resolution of the Companypassed at the General Meeting. A
proxy, who is not also a director or shareholder, cannot be appointed as the chairman.51.6
    
    To avoid any doubt, nothing in these Articlesrestricts or excludes any of the
powers or rights of a chairman of a meeting which are given by the general law.52
    
    Security, and other arrangements at General Meetings52.1
    
    The directors can put in place any arrangements or restrictions they think
necessary to ensure the safety and security of people attending a General Meetingand the orderly
conduct of the General Meeting, including requiring those attending to submit to searches.52.2
    
    Either the chairman of a General Meeting, or the Secretary, can take any action he
considers necessary (including adjourningthe General Meeting) for:
 
    
    the safety of people attending a General Meeting(for example, if there is not
enough room for the shareholdersand proxieswho want to attend the General Meeting);
or
    
    proper and orderly conduct at a General Meeting(for example, where the behaviour
of someone present could prevent the business of the General Meetingbeing carried out
in an orderly way); or
    
    any other reason to make sure that the business of the General Meetingcan be
properly carried out.
 Where the chairman of a General Meetingor the Secretarydecides to adjourna General Meeting
in this way, he can adjournthe General Meetingto a time, date and place he decides (or
indefinitely). He does not need the agreement of those present at the General Meetingto do
this.52.3
    
    The directors may refuse entry to, or remove from, a General Meetingany
shareholder, proxyor other person who fails to comply with such arrangements or restrictions.52.4
    
    If anyone has gained entry to a General Meetingand refuses to comply with any
security arrangements or restrictions, or disrupts the proper and orderly conduct of the General
Meeting, the chairman can at any time, without the consent of the General Meeting, order this
person to leave or be removed from the General Meeting.52.5
    
    The chairman of a General Meetingcan invite any person to attend and speak at the
General Meetingwho they consider has the knowledge or experience of the business of the Companyto
assist in the deliberations of the meeting.
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---



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52.6
    
    The chairmans decision on points of order, matters of procedure or matters
arising incidentally out of the business of a General Meetingwill be final, as will his decision,
acting in good faith, on whether a point or matter is of this nature.53
    
    Overflow meeting roomsThe directors can arrange for any people who they consider cannot be seated in the main
meeting room, where the chairman will be, to attend and take part in a General Meetingin an
overflow room or rooms. Any overflow room must have a live video and two way sound link with
the main room for the General Meeting, where the chairman will be. The video and sound link
must enable those in all the rooms to see and hear what is going on in the other rooms. The
notice of the General Meetingdoes not have to give details of any arrangements under this
Article. The directors can decide on how to divide people between the main room and any
overflow room. If any overflow room is used, the General Meetingwill be treated as being
held, and taking place, in the main room.54
    
    The quorum needed for General MeetingsBefore a General Meetingstarts to conduct business, there must be a quorumpresent. If
there is not, the meeting cannot carry out any business other than appointing a chairman.
Unless other Articles say otherwise, a quorumfor all purposes is two people who are entitled
to vote. They can be personally present or proxiesfor shareholdersor duly authorised company
representativesor a combination of shareholders, duly authorised company representativesand
proxies.55
    
    The procedure if there is no quorum55.1
    
    This Article 55 applies if a quorumis not present either within 30 minutes of the
time fixed for a General Meetingto start or within any longer period (being no longer than an hour
from the time fixed for the General Meetingto start) on which the chairman may decide and if
during the meeting a quorumceases to be present. If the General Meetingwas called by shareholders
it is cancelled. Any other General Meetingis adjournedto another day, time and place stated in
the notice of General Meetingor (if not so specified) as the directors may decide, provided that
the adjournedmeeting shall be held not less than 10 clear days after the original General Meeting.55.2
    
    If a quorumis not present within 15 minutes of the time fixed for the start of
the adjournedmeeting, the adjournedGeneral Meetingshall be cancelled.56
    
    Adjourning meetings56.1
    
    Subject toArticle 52, the chairman of a General Meetingcan adjourna meeting
which has a quorumpresent, if this is agreed by those present at the General Meeting. This can be
to a time, date and place proposed by the chairman or may be an indefinite adjournment. The
chairman must adjournthe General Meetingif the General Meetingdirects him to. In these
circumstances the General Meetingwill decide how long the adjournmentwill be, and where it will
adjournto. If a General Meetingis adjournedindefinitely, the directors will fix the time, date
and place of the adjournedGeneral Meeting.
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56.2
    
    General Meetings can be adjournedmore than once. But if a General Meetingis
adjournedfor more than 30 days or indefinitely, at least seven days notice must be given of the
adjournedGeneral Meetingin the same way as was required for the original General Meeting. If a
General Meetingis adjournedfor less than 30 days, there is no need to give notice of the
adjournedGeneral Meeting, or about the business to be considered there.56.3
    
    An adjournedGeneral Meetingcan only deal with business that could have been
dealt with at the original General Meetingbefore it was adjourned.57
    
    Amending resolutions57.1
    
    A special resolutionto be proposed at a General Meetingmay be amended by
ordinary resolutionprovided that no amendment may be made other than a mere clerical amendment to
correct an obvious error.57.2
    
    An ordinary resolutionto be proposed at a General Meetingmay be amended by
ordinary resolutionprovided that:
 
    
    notice of the proposed amendment has been:
 
    
    lodged in writing at the Registered Office; or
    
    received electronicallyat the address specified for receiving notices in
electronic form,
 at least two clear business days before the time appointed for holding the General
Meetingor adjournedGeneral Meetingat which the resolution is to be proposed;
    
    such notice has been given by a person entitled to vote at the General Meetingin
question; and
    
    the chairman of the General Meetingdecides in good faith that the amendment is
within the scope of the business of the meeting as described and does not impose
further obligations on the Company.
 57.3
    
    If the chairman of a General Meeting, acting in good faith, rules an amendment to
a resolution out of order, any error in that ruling will not affect the validity of a vote on the
original resolution.58
    
    Satellite meeting places58.1
    
    To assist with the organisation and administration of any General Meeting, the
directors may decide that the General Meetingwill be held at more than one location.58.2
    
    For the purposes of these Articles, any General Meetingtaking place at two or
more locations will be treated as taking place where the chairman of the General Meetingis in
attendance (to be known as the principal meeting place) and any other location where that meeting
takes place is referred to in these Articlesas a satellite meeting.58.3
    
    A shareholderpresent in person or by proxyat a satellite meetingmay be counted
in the quorumand can exerciseall rights that they would have been able to exerciseif they were
present at the principal meeting place.58.4
    
    The directors can make and change such arrangements as they consider appropriate to:
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
    
    ensure that all shareholdersand proxiesfor shareholderswanting to attend the
meeting can do so;
    
    ensure that all persons attending the meeting are able to take part in the business
of the meeting and to see and hear anyone else addressing the meeting;
    
    ensure the safety of persons attending the meeting and the orderly conduct of the
meeting; and
    
    restrict the numbers of shareholdersand proxiesat any one location to a number
that can be safely and conveniently accommodated there.
 58.5
    
    Whether any shareholderor proxyis entitled to attend a satellite meetingwill
depend on any arrangements then in force and stated in the noticeof General Meetingor adjourned
General Meeting.58.6
    
    If the communication equipment fails or if any other arrangements fail for
shareholdersto take part in the meeting at more than one place, the chairman may adjournthe
meeting under Article 56. Such an adjournmentwill not affect the validity of such meeting, or any
business conducted at such meeting up to the point it is adjourned, or any action taken following
such a meeting.58.7
    
    A person (known as a satellite chairman) may be appointed by the directors to
preside at each satellite meeting. Every satellite chairmanappointed:
 
    
    will carry out all requests made by the chairman of the General Meeting;
    
    can take whatever action they think necessary to maintain the proper and orderly
conduct of the satellite meeting; and
    
    will have all powers necessary or desirable to carry out these duties.
 VOTING PROCEDURES
 59
    
    How votes are taken59.1
    
    All Substantive Resolutionswill only be decided on a poll. All Procedural
Resolutionswill be decided by a show of hands, unless a pollis demanded before the resolution is
put to the vote on a show of handsor on the result of the show of handsbeing declared by the
chairman. A pollcan be demanded by:
 
    
    the chairman of the General Meeting;
    
    at least five shareholdersat the General Meeting(including proxiesof
shareholdersentitled to vote) who are entitled to vote;
    
    one or more shareholdersat the General Meetingwho are entitled to vote (including
proxiesof shareholdersentitled to vote) and who have, between them, at least 10 per
cent of the total votes of all shareholderswho have the right to vote at the General
Meeting(excluding the rightsattaching to sharesheld as treasury shares); or
    
    one or more shareholderswho have shareswhich allow them to vote at the General
Meeting(including proxiesof shareholdersentitled to vote), where the
 - 29 -




---



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total amount which has been paid-upon their sharesis at least 10 per cent of the total
sum paid-upon all shareswhich give the right to vote at the General Meeting.
 59.2
    
    A demand for a pollcan be withdrawn if the chairman agrees to this. If a pollis
demanded, and this demand is then withdrawn, any declaration by the chairman of the result of a
vote on that resolution by a show of hands, which was made before the pollwas demanded, will
stand.60
    
    How a poll is taken60.1
    
    If a pollis demanded or held in the way allowed by the Articles, the chairman of
the General Meetingcan decide where, when and how it will be carried out. The result is treated as
the decision of the General Meetingwhere the pollwas demanded, even if the pollis carried out
after the General Meeting.60.2
    
    The chairman can:
 
    
    decide that a ballot, voting papers, tickets, or electronic means, or any such
combination, will be used;
    
    appoint one or more scrutineers (who need not be shareholders);
    
    decide to adjournthe General Meetingto such day, time and place as he decides for
the result of the pollto be declared.
 60.3
    
    If a pollis called, a shareholdercan vote either personally or by his proxy. If
a shareholdervotes on a poll, he does not have to use all of his votes or cast all his votes in
the same way.61
    
    Where there cannot be a pollNotwithstanding any other provision in these Articles, a pollis not allowed on a vote to
elect a chairman of a General Meeting, nor is a pollallowed on a vote to adjourna General
Meeting, unless the chairman of the General Meetingdemands a poll.62
    
    A General Meeting continues after a poll is demandedA demand for a pollon a particular matter does not stop a General Meetingfrom
continuing and dealing with matters other than the question on which the pollwas demanded.63
    
    Timing of a pollA pollon a resolution to adjournthe General Meetingmust be taken immediately at the
General Meeting. Any other pollcan either be taken immediately at the General Meetingor
within 30 days from the date it was demanded and at a time and place decided on by the
chairman. No notice is required for a pollwhich is not taken immediately if the time and
place at which it is to be taken are announced at the General Meetingat which it is demanded.
In any other case, at least seven clear days notice must be given specifying the time and
place at which the pollis to be taken.
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64
    
    The effect of a declaration by the chairmanOn a vote on a resolution at a General Meetingon a show of hands, a declaration by the chairman that the resolution:
 
    
    has or has not been passed; or
    
    has or has not been passed with a particular majority,
 Companies Acts poll
 VOTING RIGHTS
 65
    
    The votes of shareholders65.1
    
    At a General Meeting:
 (i)
    
    on a show of handsevery shareholder(who is entitled to be present and to vote) who is
present in person and, subject toArticle 65.1(ii), every proxypresent (who has been duly
appointed) shall have one vote;(ii)
    
    on a show of hands, a proxyhas one vote for and one vote against the resolution if the
proxyhas been duly appointed by more than one shareholderentitled to vote on the resolution,
and the proxyhas been instructed:
 
    
    by one or more of those shareholdersto vote for the resolution and by one or
more other of those shareholdersto vote against it; or
    
    by one or more of those shareholdersto vote either for or against the
resolution and by one or more other of those shareholdersto use his discretion
as to how to vote; and
 (iii)
    
    on a poll, every shareholder(who is entitled to be present and to vote) who is present
in person or by proxy(who has been duly appointed) shall have one vote for every sharewhich
he holds.
 This is subject toArticle 50.3 and any special rightsor restrictions which are given to any
class of sharesby, or in accordance with, the Articles.65.2
    
    A proxyshall not be entitled to vote on a show of handsor on a pollwhere the
shareholderappointing the proxywould not have been entitled to vote on the resolution had he been
present in person.66
    
    Shareholders who owe money to the CompanyUnless the Articlesprovide otherwise, the only people who are entitled to attend and/or
vote at General Meetings or to exerciseany other right conferred by being a shareholderin
relation to General Meetings, are shareholderswho have paid the Companyall calls, and all
other sums, relating to their shareswhich are due at the time of the General
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---



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Meeting. This applies both to attending the General Meetingpersonally and to appointing a
proxy.67
    
    Suspension of rights on non-disclosure of interest67.1
    
    This Article applies if any shareholder, or any person appearing to be interested
in shares(within the meaning of Part 22 of the Companies Act 2006) held by that shareholder, has
been properly served with a notice under Section 793 of the Companies Act 2006, requiring
information about interests in shares, and has failed for a period of 14 days from the date of the
notice to supply to the Companythe information required by that notice. Then (subject tothe
provisions of the Companies Actsand this Article, and unless the directors otherwise decide) the
shareholderis not (for so long as the failure continues) entitled to attend or vote either
personally or by proxyat a shareholders meetingor to exerciseany other right in relation to a
shareholders meetingas holder of:
 
    
    the sharesin relation to which the default occurred (called default
shares);
    
    any further shareswhich are issuedin respect of default shares; and
    
    any other sharesheld by the shareholderholding the default shares.
 67.2
    
    Any person who acquires sharessubject torestrictions under
Article 67.1 is subject tothe same restrictions, unless: 
    
    the transfer was an approved transfer(see Article 67.11); or
    
    the transfer was by a shareholderwho was not himself in default in
supplying the information required by the notice under Article 67.1 and a
certificate in accordance with Article 67.3 is provided. 67.3
    
    Where the default sharesrepresent 0.25 per cent or more of the existing sharesof
a class, the directors can in their absolute discretion by notice in writing (a direction notice)
to the shareholderdirect that:
 
    
    any dividend or part of a dividend or other money which would otherwise be
payable on the default sharesshall be retained by the Company(without any
liabilityto pay interest when that dividend or money is finally paid to the
shareholder);
    
    the shareholderwill not be allowed to choose to receive sharesin place of
dividends in accordance with Article 131; and/or
    
    subject toArticle 67.4, no transfer of any of the sharesheld by the
shareholderwill be registered unless:
 
    
    either the transfer is an approved transfer(see Article 67.11);
    
    or the shareholderis not himself in default as regards supplying the
information required; and (in this case)
 
    
    the transfer is of part only of his
holding; and
    
    when presented for registration, the
transfer is accompanied by a certificate by the shareholder. This
certificate must be in a form satisfactory to the directors and
state that after due and careful
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enquiry the shareholderis satisfied that none of the sharesincluded in the
transfer are default shares.
 67.4
    
    Any direction noticecan treat sharesof a shareholderin certificatedand
uncertificated formas separate shareholdings and either apply only to sharesin certificated form
or to sharesin uncertificated formor apply differently to sharesin certificatedand
uncertificated form. In the case of sharesin uncertificated formthe directors can only use their
discretion to prevent a transfer if this is allowed by the CREST Regulations.67.5
    
    The Companymust send a copy of the direction noticeto each other person who
appears to be interested in the sharescovered by the notice, but if it fails to do so, this does
not invalidate the direction notice.67.6
    
    A direction noticehas the effect which it states while the default resulting in
the notice continues. It then ceases to apply when the directors decide (which they must do within
one week of the default being cured). The Companymust give the shareholdernotice in writing of
the directors decision as soon as reasonably practicable.67.7
    
    A direction noticealso ceases to apply to any shareswhich are transferred by a
shareholderin a transfer permitted under Article 67.3 even where a direction noticerestricts
transfers.67.8
    
    Where a person who appears to be interested in shareshas been served with a
notice under Section 793 of the Companies Act 2006and the sharesin which he appears to be
interested are held by an Approved Depositary, this Articleshall be treated as applying only to
the shareswhich are held by the Approved Depositaryin which that person appears to be interested
and not (so far as that persons apparent interest is concerned) to any other sharesheld by the
Approved Depositary.67.9
    
    Where the shareholderon which a notice under Section 793 of the Companies Act
2006is served is an Approved Depositary, the obligations of the Approved Depositaryas a
shareholderwill be limited to disclosing to the Companyany information relating to any person who
appears to be interested in the sharesheld by it which has been recorded by it in accordance with
the arrangement under which it was appointed as an Approved Depositary.67.10
    
    For the purposes of this Article a person is treated as appearing to be
interested in any sharesif the shareholderholding those shareshas been served with a notice
under Section 793 of the Companies Act 2006and:
 
    
    the shareholderhas named that person as being so interested; or
    
    (after taking into account the response of the shareholderto the notice and
any other relevant information) the Companyknows or reasonably believes that
the person in question is or may be interested in the shares.
 67.11
    
    For the purposes of this Article a transfer of sharesis an approved transferif:
 
    
    it is a transfer of sharesto an offeror under an acceptance of a takeover offer;
or
    
    the directors are satisfied that the transfer is made in connection with a sale in
good faith of the whole of the beneficial ownership of the sharesto a person
unconnected with the shareholderor with any person appearing to be interested in the
shares. This includes such a sale made through a recognised investment
 - 33 -




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exchangeor any other stock exchange outside the United Kingdomon which the Companys
sharesare normally traded. For this purpose any associate (as that word is defined in
Section 435 of the Insolvency Act 1986) is included amongst the people who are connected
with the shareholderor any person appearing to be interested in the shares.
 67.12
    
    Where a person who has an interest in American Depositary Sharesreceives a
notice under this Article 67, that person is considered for the purposes of this Article 67 to have
an interest in the number of sharesrepresented by those American Depositary Shareswhich is
specified in the notice and not in the remainder of the sharesheld by the ADR Depositary.67.13
    
    Where the ADR Depositaryreceives a notice under this Article 67, the ADR
Depositaryshall only be required to supply information relating to any person who has an interest
in the sharesheld by the ADR Depositarywhich has been recorded by the ADR Depositaryunder the
arrangements made with the Company(including in the Proxy Registermaintained under Article 156)
when it was appointed as the ADR Depositary.67.14
    
    This Article does not restrict in any way the provisions of the Companies Acts
which apply to failures to comply with notices under Section 793 of that Companies Act 2006.68
    
    The votes of joint holdersWhere a shareis held by joint shareholders any one joint shareholdercan vote at any
General Meeting(either personally or by proxy) in respect of such shareas if he were the
only shareholder. If more than one of the joint shareholdersvotes (either personally or by
proxy), the only vote which will count is the vote of that one of them who is listed first on
the Registerfor the share.
 PROXIES
 69
    
    Appointment of proxies69.1
    
    Any shareholdermay appoint a proxyor (subject toArticle 69.3) proxiesto
exerciseall or any of his rights to attend or speak and vote at a General Meetingof the Company.
A proxyneed not be a shareholder.69.2
    
    Proxiesmay also be appointed to act at General Meetings in the circumstances, and
in the manner, provided for in Articles 151.2, 155, 157, 158 and 161, and Articles 69 to 73 should
be read subject totheir terms.69.3
    
    A shareholdermay appoint more than one proxyin relation to a General Meeting
provided that each proxyis appointed to exercisethe rightsattached to a different shareor
sharesheld by him or (as the case may be) a different £10, or multiple of £10, of stockheld by
him.70
    
    Completing proxy forms70.1
    
    A proxy form:
 
    
    must be in writing; and
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---



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
    
    can be in any form which is commonly used, or in any other form which the directors approve.
 70.2
    
    A proxy formgiven by:
 
    
    an individual must be signed by the shareholderappointing the proxy, or by an
agentwho has been properly appointed in writing, or authenticated in accordance with
Article 141; or
    
    a companymust be sealed with the companysseal or signed by an officer or agent
who is authorised to act on behalf of the company, or authenticated in accordance with
Article 141.
 Unless the contrary is shown, the directors are entitled to assume that where a proxy form
purports to have been signed, or authenticated in accordance with Article 141, by an officer
or agenton behalf of a companythat such officer or agentwas duly authorised by such company
without requiring any further evidence. Signatures and authentications need not be witnessed.70.3
    
    The proxy formmust make provision for three-way voting on all resolutions
intended to be proposed, other than resolutions which are merely procedural.70.4
    
    The accidental omission to send a proxy form, or make a proxy formavailable, to a
shareholderentitled to it (or non receipt by him of the proxy form) will not invalidate any
resolution passed or proceedings at the General Meetingto which the proxy formrelates.71
    
    Delivering proxy forms71.1
    
    The appointment of a proxymust be received in the manner set out in, or by way of
note to, or in any document accompanying, the notice convening the meeting (or if no address is so
specified, at the Transfer Office):
 
    
    in the case of a meeting or adjournedmeeting, not less than 48 hours before the
commencement of the meeting or adjournedmeeting to which it relates;
    
    in the case of a polltaken following the conclusion of a meeting or adjourned
meeting, but not more than 48 hours after the pollwas demanded, not less than 48
hours before the commencement of the meeting or adjournedmeeting at which the poll
was demanded; and
    
    in the case of a polltaken more than 48 hours after it was demanded, not less than
24 hours before the time appointed for the taking of the poll,
 and in default shall not be treated as valid.71.2
    
    The directors may at their discretion resolve that, in calculating the periods
mentioned in Article 71.1, no account shall be taken of any part of any day that is not a working
day(within the meaning of Section 1173 of the Companies Act 2006).71.3
    
    Directors can decide to accept proxiesdelivered by electronic meansor by means
of a website, subject toany limitations, restrictions or conditions they decide to apply.71.4
    
    In relation to any sharesin uncertificated form, the directors can permit a proxy
to be appointed by electronic meansin the form of an uncertificated proxy instruction. They can
also permit any supplement to, or amendment or withdrawal of, any uncertificated proxy
 - 35 -




---



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instructionby a further uncertificated proxy instruction. The directors can set out the
method of determining when any uncertificated proxy instructionis to be treated as received
by the Company. The directors can treat any uncertificated proxy instructionwhich appears or
claims to be sent on behalf of the shareholderas sufficient evidence that the person sending
the instruction is authorised to send it on behalf of that shareholder.71.5
    
    If a proxy formis signed, or authenticated in accordance with Article 141, by an
agent, the power of attorneyor other authority relied on to sign or authenticate it, or a copy
which has been certified by a notary, or certified in some other way specified by the directors,
must (if required by the Company) be delivered with the proxy formin accordance with the
instructions for delivery of proxy formswhich are set out in the notice of General Meetingor on
the proxy form, unless the power of attorneyor other form of authority has already been registered
with the Company.71.6
    
    If this Article 71 is not complied with, the proxywill not be able to act for the
person who appointed him.71.7
    
    A proxy formdelivered by an Approved Depositaryexcept in respect of a person
appointed in accordance with Articles 164 and 165 may be delivered to the appropriate place or
address referred to in Article 71.1 by electronic meansor in any other way the directors decide.71.8
    
    Where two or more proxy formsare delivered for use by the same shares, the one
which has been delivered last will be treated as replacing and revoking the others which have been
delivered.71.9
    
    If a proxy formwhich relates to several General Meetings has been properly
delivered for one General Meetingor adjournedGeneral Meeting, it does not need to be delivered
again for any later General Meetingwhich the proxy formcovers.71.10
    
    Unless the proxy formsays otherwise, it will be valid at an adjournedGeneral
Meetingas well as for the original General Meetingto which it relates.71.11
    
    A shareholdercan attend and vote at a General Meetingon a show of handsor on a
polleven if he has appointed a proxyto attend and vote at that meeting. However, if he votes in
person on a resolution, then as regards that resolution his appointment of a proxywill not be
valid.72
    
    Cancellation of proxys authority72.1
    
    Neither the death or insanity of a shareholderwho has appointed a proxy, nor the
revocation or termination by a shareholderof the appointment of a proxy(or of the authority under
which the appointment was made), shall invalidate the proxyor the exerciseof any of the rights of
the proxythereunder, unless notice of such death, insanity, revocation or termination shall have
been received by the Companyin accordance with Article 72.2.72.2
    
    Any such notice of death, insanity, revocation or termination must be received at
the address or one of the addresses (if any) specified for receipt of proxiesin, or by way of note
to, or in any document accompanying, the notice convening the meeting to which the appointment of
the proxyrelates (or if no address is so specified, at the Transfer Office):
 - 36 -




---



##### 




    
    in the case of a meeting or adjournedmeeting, not less than one hour before the
commencement of the meeting or adjournedmeeting to which the proxyappointment
relates;
    
    in the case of a polltaken following the conclusion of a meeting or adjourned
meeting, but not more than 48 hours after it was demanded, not less than one hour
before the commencement of the meeting or adjournedmeeting at which the pollwas
demanded; or
    
    in the case of a polltaken more than 48 hours after it was demanded, not less than
one hour before the time appointed for the taking of the poll.
 73
    
    Authority of proxiesA proxyshall have the right to exerciseall or any of the rightsof his appointor, or
(where more than one proxyis appointed) all or any of the rights attached to the sharesin
respect of which he is appointed the proxyto attend, and to speak and vote, at a General
Meetingof the Company.74
    
    Representatives of companiesSubject tothe Companies Acts, a companywhich is a shareholdercan authorise any person
or persons to act as its representative or representatives at any General Meetingwhich it is
entitled to attend. Such person or persons are each called a company representative. The
directors of that companymust pass a resolution to appoint a company representative. If the
governing body of that companyis not a board of directors, the resolution can be passed by
its governing body.75
    
    Challenging votesAny objection to the right of any person to vote or the way in which the votes have been
counted must be made at the General Meeting(or adjournedGeneral Meeting) at which the vote
is cast. If a vote is not disallowed at the General Meeting, it is valid for all purposes. Any
such objection must be raised with the chairman of the General Meetingand will only change
the decision of the General Meetingon any resolution if the chairman of the General Meeting
decides that the vote cast may have affected the decision of the General Meeting. His decision
on matters referred to him under this Article is final.
 DIRECTORS
 76
    
    The number of directorsThere must be at least three directors (other than alternate directors), but the
shareholderscan vary the number of directors by passing an ordinary resolution.77
    
    Qualification to be a directorA director need not be a shareholder, but a director who is not a shareholderis entitled
to attend and speak at shareholders meetings.
 - 37 -




---



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78
    
    Directors fees and expenses78.1
    
    Each of the directors shall be paid a fee for his services. The directors can
decide on the amount, timing and manner of payment of directors fees, but the total of the fees
paid to all of the directors (excluding amounts paid as special payunder Article 79, amounts paid
as expenses under Article 80 and any payments under Article 81) must not exceed:
 
    
    £1.5 million a year; or
    
    any higher sum decided on by an ordinary resolutionat a General
Meeting.This remuneration shall accruefrom day to day.
 78.2
    
    Unless an ordinary resolutionis passed which provides otherwise, the fees will be
divided between some or all of the directors in the way that they decide. If they fail to decide,
the fees will be shared equally by the directors, except that any director holding office as a
director for only part of the period covered by the fee is only entitled to a pro rata share
covering that broken period.79
    
    Special pay79.1
    
    The directors can award special payif any director performs extra or special services of any kind including:
 
    
    holding any executive post;
    
    acting as chairman or deputy chairman (whether or not this office is executive or non-executive);
    
    travelling or staying outside his main residence for any business or purposes of the Company; and
    
    serving on any committee of the directors.
 79.2
    
    Special paycan take the form of salary, commission or other benefits or expenses
or more than one of such forms or can be paid in some other way. This is decided on by the
directors and may be a fixed sum or percentage of profits or otherwise. Such special paycan be
either in addition to or instead of any other fees, expenses and other benefits a director may be
entitled to receive.80
    
    Directors expensesIn addition to any fees and expenses paid under Articles 78 and 79, the Companywill
repay to a director all expenses properly incurred in:
 
    
    attending and returning from shareholders meetings;
    
    attending and returning from directors meetings;
    
    attending and returning from meetings of committees of the directors; or
    
    in or with a view to the performance of his duties.
 - 38 -




---



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81
    
    Directors pensions and other benefits81.1
    
    The directors may payor provide:
 
    
    pensions;
    
    annual payments;
    
    gratuities; or
    
    other allowances or benefits
 to any person who is, or who was, a director who had a salary or place of profit with the Company
or with any companywhich is or has been a subsidiaryof the Companyor a predecessor in business
of the Companyor any such subsidiary. The director can decide to extend these arrangements to any
member of his family (including a spouse and a former spouse) or to any person who was or is
dependent on him. The director can also decide to contribute (before as well as after he ceases to
receive a salary or occupy a place of profit) to any scheme or fund or to pay premiumsto a third
party for these purposes.81.2
    
    No director or former director is accountable to the Companyor its shareholders
for a benefit of any kind given in accordance with this Article. The receipt of a benefit of any
kind given in accordance with this Article does not prevent a person from being or becoming a
director.82
    
    Appointing directors to various posts82.1
    
    The directors can appoint any director as chairman, or a deputy chairman, or to
any executive position on which they decide. So far as the Companies Actsallow, they can decide on
how long these appointments will be for, and on their terms. Subject tothe terms of any contract
with the Company, they can also vary or end these appointments.82.2
    
    A director will automatically stop being chairman, deputy chairman, managing
director, deputy managing director, joint managing director or assistant managing director if he is
no longer a director. Other executive appointments will only stop if the contract or resolution
appointing the director to a post says so. If a directors appointment ends because of this
Article, this does not prejudice any claim for breach of contract against the Companywhich may
otherwise apply.82.3
    
    The directors can delegate to a director appointed to an executive post any of the
powers which they jointly have as directors. These powers can be delegated on such terms and
conditions as decided by the directors either in parallel with, or in place of, the powers of the
directors acting as a board. The directors can change the basis on which these powers are given or
withdraw them from the executive.
 CHANGING DIRECTORS
 83
    
    Retiring directorsAt each Annual General Meetingall those directors who were elected or last re-elected at
or before the Annual General Meetingheld in the third calendar year before the current year
shall automatically retire.
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---



##### 



84
    
    Eligibility for re-electionA retiring director is eligible for re-election, unless the directors resolve otherwise
not later than the date of the notice of such Annual General Meeting.85
    
    Re-electing a director who is retiring85.1
    
    At a General Meetingat which a director retires (whether at an Annual General
Meetingor otherwise), he may be re-elected (as long as the director has not told the Companyin
writing that he does not wish to be re-elected) if the shareholderspass an ordinary resolutionto
re-elect him.85.2
    
    A director retiring at a General Meetingretires at the end of that meeting (or
adjournedmeeting), or if earlier, when a resolution at a General Meetingis passed to appoint some
other person in his place. Where a retiring director is re-elected he continues as a director
without a break.86
    
    The power to fill vacancies and appoint extra directors86.1
    
    The directors can appoint any person as an extra director or to fill a casual
vacancy. Any director appointed in this way automatically retires at the next General Meetingafter
his appointment. At this General Meetinghe can be elected by the shareholdersas a director.86.2
    
    At a General Meetingthe shareholderscan also pass an ordinary resolutionto fill
a casual vacancyor to appoint an extra director.86.3
    
    Extra directors can only be appointed under this Article up to the limit (if any)
on the total number of directors under the Articles(or any variation of the limit approved by the
shareholdersin accordance with the Articles).87
    
    Removing and appointing directors by an ordinary resolution87.1
    
    The shareholderscan pass an ordinary resolutionto remove a director, even though
his time in office has not ended. This applies despite anything else in the Articles, or in any
agreement between him and the Company. Special notice of the ordinary resolutionmust be given to
the Companyas required by the Companies Acts. But if a director is removed in this way, it will
not affect any claim which he may have for damages for breach of any contract of service between
him and the Company.87.2
    
    Subject toArticle 86, the shareholderscan pass an ordinary resolutionto elect a
person to replace a director who has been removed in the way described in Article 87.1. If no
director is appointed under this Article, the vacancy can be filled under Article 86.87.3
    
    Any person appointed under Article 87.2 will be treated, for the purpose of
determining the time at which he is to retire, as if he had become a director on the day on which
the director he replaced was last elected.88
    
    When directors are disqualifiedAny director automatically ceases to be a director in any of the following circumstances if:
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---



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
    
    a bankruptcy order is made against him or any analogous event occurs in relation to him under any applicable laws;
    
    he makes any arrangement or composition with his creditors or applies for an
interim order under Section 253 of the Insolvency Act 1986 in connection with a
voluntary arrangement under that Actor any analogous event occurs in relation to him
under any applicable laws;
    
    a court which claims jurisdiction to protect people who are unable to manage their
own affairs has made an order detaining him or appointing a person to manage his
property or affairs;
    
    he has missed directors meetings for a continuous period of six months, without
permission from the directors, and the directors have passed a resolution removing him
from office;
    
    he is prohibited from being a director by law or any power conferred on the
directors or shareholdersunder these Articlesor ceases to be a director by virtue of
any provision of the Companies Act 2006;
    
    except where his contract of service prevents him from resigning, he:
 (i)
    
    delivers to the Companya resignation notice in writing, signed, or authenticated in
accordance with Article 141, by him or on his behalf; or(ii)
    
    offers in writing to resign and the directors pass a resolution accepting the
offer;
 
    
    all the other directors serve a notice in writing upon him requiring him to resign.
He will cease to be a director when the notice is served on him. Such a notice can
consist of several documents in the same form signed, or authenticated in accordance
with Article 141, by one or more directors.
 89
    
    Director ceasing to be a member of a committeeWhen a director stops being a director for any reason, he will also automatically cease
to be a member of any committee. Removal from office will be without prejudice to any claim
which he or the Companymight bring in relation to any contract of service between him and the
Company.
 DIRECTORS MEETINGS
 90
    
    Directors meetingsThe directors can decide when and where to have directors meetings and how they shall be
conducted, and on the quorum. They can also adjourntheir meetings.91
    
    Who can call directors meetingsA directors meeting can be called by any director. The Secretarymust also call a directors meeting if a director asks him to.
 - 41 -




---



##### 



92
    
    How directors meetings are calledDirectors meetings are called by giving notice to all the directors. This notice may be
given to a director personally, by word of mouth, by notice in writing (sent to him at his
last known address) or by electronic means(sent to him at his last known electronic address
or number). Any director can waive notice of any directors meeting, including one which has
already taken place.93
    
    Quorum93.1
    
    If no other quorumis fixed by the directors, three directors are a quorum. A
directors meeting at which a quorumis present can exerciseall the powers, authorities and
discretions of the directors whether by or under these Articlesor exercisableby the directors
generally.93.2
    
    A person who holds office only as an alternate directorshall, if his appointor is
not present, be counted in the quorum.93.3
    
    A director who ceases to be a director at a directors meeting can continue to be
present and act as a director and be counted in the quorumuntil the end of that meeting if no
other director objects and a quorumwould not otherwise be present.94
    
    The Chairman of directors meetings94.1
    
    The directors can elect any director as Chairman or as one or more Deputy Chairmen
for such periods as the directors decide. If the Chairman is at a directors meeting, he will chair
it. In his absence, the chair will be taken by a Deputy Chairman, if one is present. If there is no
Chairman or Deputy Chairman present within five minutes of the time when the directors meeting is
due to start, the directors who are present can choose which one of them will be the Chairman of
the directors meeting.94.2
    
    Where there is more than one Deputy Chairman present at a meeting, and the
Chairman is not there, the Deputy Chairman to take the chair will be the longest serving Deputy
Chairman present.95
    
    Voting at directors meetingsMatters for decision which arise at a directors meeting will be decided by a majority
vote. The chairman of the meeting will not have a second, casting vote.96
    
    Directors can act even if there are vacancies96.1
    
    The remaining directors can continue to act even if one or more of them ceases to
be a director. But if and so long as the number of directors falls below the minimum which applies
under Article 76 (including any variation of that minimum approved by an ordinary resolutionof
shareholders), the remaining director(s) can only:
 
    
    either appoint further directors to make up the shortfall; or
    
    call a General Meeting.
 - 42 -




---



##### 



96.2
    
    If no director is willing or able to act under this Article, any two shareholders
can call a General Meetingto appoint extra directors.97
    
    Directors meetings by video conference and telephone97.1
    
    Any or all of the directors, or members of a committee, can take part in a
directors meeting of the directors or of a committee by way of a video or web conference or
conference telephone, or similar equipment, designed to allow everybody to take part in the
directors meeting.97.2
    
    Taking part in this way will be counted as being present at the directors
meeting. A directors meeting which takes place by way of video or web conference, conference
telephone or similar equipment will be treated as taking place where most of the participants are.
If there is no largest group, directors meetings will be treated as taking place where the
chairman of the meeting is.97.3
    
    A directors meeting held in the way described in Article 97.1 will be valid as
long as in one single place, or in places connected by way of video or web conference, telephone
conference, or similar equipment, a quorumis present.98
    
    Directors written resolutions98.1
    
    Any director may, and the Secretaryat the request of a director shall, propose a
written resolution by giving written notice to the other directors.98.2
    
    A directors written resolution is adopted when all the directors entitled to vote
on such a resolution have signed one or more copies of it, or otherwise indicated their agreement
to it in writing or electronically.98.3
    
    A directors written resolution is not adopted if the number of directors who have
signed it or agreed to it in writing or electronicallyis less than the quorumfor a directors
meeting.98.4
    
    A directors written resolution signed or agreed to by an alternate directordoes
not need also to be approved by his appointor. If the directors written resolution is signed or
agreed to by a director who has appointed an alternate director, it does not need to be approved by
the alternate directoracting in that capacity.98.5
    
    Once a directors written resolution has been adopted, it must be treated as if it
had been a resolution passed at a directors meeting in accordance with these Articles.98.6
    
    A directors written resolution will be valid at the time it is signed or agreed
to by the last director.98.7
    
    The resolution can be:
 
    
    in the form of letter;
    
    in electronic form(as long as it is in writing);
or
    
    in any other way the directors may approve.
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---



##### 



99
    
    The validity of directors actionsEverything which is done by any directors meeting, or by a committee of the directors,
or by a person acting as a director, or as a member of a committee, will, in favour of anyone
dealing with the Companyin good faith, be valid even though it is discovered later that any
director, or person acting as a director, was not properly appointed or elected. This also
applies if it is discovered later that anyone was disqualified from being a director, or had
ceased to be a director, or was not entitled to vote. In any of these cases, in favour of
anyone dealing with the Companyin good faith, anything done will be as valid as if there was
no defect or irregularity of the kind referred to in this Article.
 DIRECTORS INTERESTS
 100
    
    Authorisation of directors interests100.1
    
    For the purposes of Section 175 of the Companies Act 2006, the directors shall
have the power to authorise any matter which would or might otherwise constitute or give rise to a
breach of the duty of a director to avoid a situation in which he has, or can have, a direct or
indirect interest that conflicts, or possibly may conflict, with the interests of the Company.100.2
    
    Authorisation of a matter under Article 100.1 shall be effective only if:
 
    
    the matter in question shall have been proposed in writing for consideration at a
meeting of the directors, in accordance with the board of directors normal procedures
or in such other manner as the directors may determine;
    
    any requirement as to the quorumat the meeting of the directors at which the
matter is considered is met without counting the director in question and any other
interested director (together the Interested Directors); and
    
    the matter was agreed to without the Interested Directorsvoting or would have been
agreed to if the votes of the Interested Directorshad not been counted.
 100.3
    
    Any authorisation of a matter under Article 100.1 extends to any actual or
potential conflict of interest which may reasonably be expected to arise out of the matter so
authorised.100.4
    
    Any authorisation of a matter under Article 100.1 shall be subject tosuch
conditions or limitations as the directors may determine, whether at the time such authorisation is
given or subsequently, and may be terminated by the directors at any time. A director shall comply
with any obligations imposed on him by the directors pursuant to any such authorisation.100.5
    
    Subject toany conditions or limitations imposed under Article 100.4, a director
shall not, save as otherwise agreed by him, be accountable to the Companyfor any benefit which he
(or a person connected with him) derives from any matter authorised by the directors under Article
100.1 and any contract, transaction, arrangement or proposal relating thereto shall not be liable
to be avoided on the grounds of any such benefit.100.6
    
    This Article does not apply to a conflict of interest arising in relation to a
transaction or arrangement with the Company.
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101
    
    Directors may have interests101.1
    
    Subject tocompliance with Article 101.2, a director, notwithstanding his office, may
have an interest of the following kind:
 
    
    where a director (or a person connected with him) is a director or other
officer of, or employed by, or otherwise interested (including by the holding
of shares) in any Relevant Company;
    
    where a director (or a person connected with him) is a party to, or
otherwise interested in, any contract, transaction, arrangement or proposal
with a Relevant Company, or in which the Companyis otherwise interested;
    
    where the director (or a person connected with him) acts (or any firm of
which he is a partner, employee or member acts) in a professional capacity for
any Relevant Company(other than as auditor) whether or not he or it is
remunerated therefor;
    
    an interest which cannot reasonably be regarded as likely to give rise to a
conflict of interest;
    
    an interest, or a transaction, arrangement or proposal giving rise to an
interest, of which the director is not aware;
    
    any matter already authorised under Article 100.1; or
    
    any other interest authorised by ordinary resolution.
 No authorisation under Article 100.1 shall be necessary in respect of any such interest.101.2
    
    Subject toSections 177 and 182 of the Companies Act 2006the director shall
declare the nature and extent of any interest permitted under Article 101.1, and not falling within
Article 101.3, at a meeting of the directors, by written declaration to the Companyor in such
other manner as the directors may determine.101.3
    
    No declaration of an interest shall be required by a director in relation to an
interest:
 
    
    falling within the fourth, fifth and sixth bullet paragraph of Article
101.1;
    
    if, or to the extent that, the other directors are already aware of such
interest (and for this purpose the other directors are treated as being aware
of anything of which they ought reasonably to be aware); or
    
    if, or to the extent that, it concerns the terms of his service contract (as
defined in Section 227 of the Companies Act 2006) that have been or are to be
considered by a meeting of the directors, or by a committee of directors
appointed for the purpose under these Articles.
 101.4
    
    A director shall not, save as otherwise agreed by him, be accountable to the
Companyfor any benefit which he (or a person connected with him) derives from any interest
referred to in Article 101.1, and no contract, transaction, arrangement or proposal shall be liable
to be avoided on the grounds of any such interest.101.5
    
    For the purposes of this Article 101, Relevant Company shall mean the Company;
a subsidiary undertakingof the Company; any holding companyof the Companyor a subsidiary
undertakingof any such holding company; any body corporate promoted by the Company; or any body
corporate in which the Companyis otherwise interested.
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102
    
    Restrictions on quorum and voting102.1
    
    Save as provided in this Article 102, and whether or not the interest is one
which is authorised pursuant to Article 100.1 or permitted under Article 101.1, a director shall
not be entitled to vote on any resolution in respect of any contract, transaction, arrangement or
proposal, in which he (or a person connected with him) is interested. Any vote of a director in
respect of a matter where he is not entitled to vote shall be disregarded.102.2
    
    A director shall not be counted in the quorumfor a meeting of the directors in
relation to any resolution on which he is not entitled to vote.102.3
    
    Subject tothe provisions of the Companies Acts, a director shall (in the absence
of some other interest than is set out below) be entitled to vote, and be counted in the quorum, in
respect of any resolution concerning any contract, transaction, arrangement or proposal:
 
    
    in which he has an interest of which he is not aware;
    
    in which he has an interest which cannot reasonably be regarded as likely to give
rise to a conflict of interest;
    
    in which he has an interest only by virtue of interests in shares, debenturesor
other securitiesof the Company, or by reason of any other interest in or through the
Company;
    
    which involves the giving of any security, guarantee or indemnityto the director
or any other person in respect of (i) money lent or obligations incurred by him or by
any other person at the request of or for the benefit of the Companyor any of its
subsidiary undertakings; or (ii) a debt or other obligation of the Companyor any of
its subsidiary undertakingsfor which he himself has assumed responsibility in whole
or in part under a guarantee or indemnityor by the giving of security;
    
    concerning an offer of sharesor debentures or other securitiesof or by the
Companyor any of its subsidiary undertakings(i) in which offer he is or may be
entitled to participate as a holder of securities; or (ii) in the underwriting or
sub-underwriting of which he is to participate;
    
    concerning any other body corporate in which he is interested, directly or
indirectly and whether as an officer, shareholder, creditor, employee or otherwise,
provided that he (together with persons connected with him) is not the holder of, or
beneficially interested in, one per cent. or more of the issuedequity share capital
of any class of such body corporate or of the voting rights available to membersof
the relevant body corporate;
    
    relating to an arrangement for the benefit of the employees or former employees of
the Companyor any of its subsidiary undertakingswhich does not award him any
privilege or benefit not generally awarded to the employees or former employees to
whom such arrangement relates;
    
    concerning the purchase or maintenance by the Companyof insurance for any
liabilityfor the benefit of directors or for the benefit of persons who include
directors;
    
    concerning the giving of indemnities in favour of directors;
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
    
    concerning the funding of expenditure by any director or directors on (i) defending
criminal, civil or regulatory proceedings or actions against him or them, (ii) in
connection with an application to the court for relief, or (iii) defending him or them
in any regulatory investigations;
    
    concerning the doing of anything to enable any director or directors to avoid
incurring expenditure as described in the tenth bullet paragraph of this Article 102.3
immediately above; and
    
    in respect of which his interest, or the interest of directors generally, has been
authorised by ordinary resolution.
 102.4
    
    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
the Company(or any body corporate in which the Companyis interested), the proposals may be
divided and considered in relation to each director separately. In such case, each of the directors
concerned (if not debarred from voting under the sixth bullet paragraph of Article 102.3) shall be
entitled to vote, and be counted in the quorum, in respect of each resolution except that
concerning his own appointment or the fixing or variation of the terms thereof.102.5
    
    If a question arises at any time as to whether any interest of a director
prevents him from voting, or being counted in the quorum, under this Article 102, and such question
is not resolved by his voluntarily agreeing to abstain from voting, such question shall 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 interest of such
director has not been fairly disclosed. If any such question shall arise in respect of the chairman
of the meeting, the question shall be decided by resolution of the directors and the resolution
shall be conclusive except in a case where the nature or extent of the interest of the chairman of
the meeting (so far as it is known to him) has not been fairly disclosed to the directors.103
    
    Confidential information103.1
    
    Subject to Article 103.2, if a director, otherwise than by virtue of his position as
director, receives information in respect of which he owes a duty of confidentiality to a person
other than the Company, he shall not be required to disclose such information to the Companyor to
the directors, or to any director, officer or employee of the Company, or otherwise use or apply
such confidential information for the purpose of or in connection with the performance of his
duties as a director.103.2
    
    Where such duty of confidentiality arises out of a situation in which the
director has, or can have, a direct or indirect interest that conflicts, or possibly may conflict,
with the interests of the Company, Article 103.1 shall apply only if the conflict arises out of a
matter which has been authorised under Article 100.1 above or falls within Article 100 above.103.3
    
    This Article 103 is without prejudice to any equitable principle or rule of law
which may excuse or release the director from disclosing information, in circumstances where
disclosure may otherwise be required under this Article 103.
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104
    
    Directors interests  general104.1
    
    For the purposes of Articles 100 to 103:
 
    
    where the context permits, any reference to an interest includes a duty and
any reference to a conflict of interest includes a conflict of interest and
duty and a conflict of duties;
    
    an interest of a person who is connected with a director shall be treated as
an interest of the director; and
    
    Section 252 of the Companies Act 2006shall determine whether a person is
connected with a director.
 104.2
    
    Where a director has an interest which can reasonably be regarded as likely to
give rise to a conflict of interest, the director may, and shall if so requested by the directors,
take such additional steps as may be necessary or desirable for the purpose of managing such
conflict of interest, including compliance with any procedures laid down from time to time by the
directors for the purpose of managing conflicts of interest generally and/or any specific
procedures approved by the directors for the purpose of or in connection with the situation or
matter in question, including without limitation:
 
    
    absenting himself from any meeting or part of a meeting of the directors at which
the relevant situation or matter falls to be considered; and
    
    not reviewing documents or information made available to the directors generally in
relation to such situation or matter and/or arranging for such documents or
information to be reviewed by a professional adviser to ascertain the extent to which
it might be appropriate for him to have access to such documents or information.
 104.3
    
    The Companymay by ordinary resolutionratify any contract, transaction,
arrangement or proposal, not properly authorised by reason of a contravention of any provisions of
Articles 100 to 103.
 DIRECTORS COMMITTEES
 105
    
    Delegating powers to committeesThe directors can delegate any of their powers, or discretions, to committees of one or
more directors. This includes powers or discretions relating to directors payor giving
benefits to directors.If the directors have delegated any power or discretion to a committee,
any references in these Articlesto using that power or discretion include its use by the
committee. Any such delegation may be either collaterally with or to the exclusion of their
own powers and the directors may revokeor alter the terms of any such delegation. Any such
person or committee shall, unless the directors otherwise resolve, have power to sub-delegate
any of the powers or discretions delegated to them. Any committee must comply with any
regulations laid down by the directors. These regulations can require or allow people who are
not directors to be co-opted onto the committee, and can give voting rights to co-opted
members. However:
 
    
    there must be more directors on a committee than co-opted members; and
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---



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
    
    a resolution of the committee is only effective if a majority of the members
of the committee present at the time of the resolution were directors.
 106
    
    Committee procedureIf a committee includes two or more people, the Articleswhich regulate directors
meetings and their procedure will also apply to committee meetings (if possible), unless these
are inconsistent with any regulations for the committee which have been laid down under
Article 105.
 DIRECTORS POWERS
 107
    
    The directors management powers107.1
    
    The Companysbusiness will be managed by the directors. They can use all the
Companyspowers except where the Articles, or the Companies Acts, provide that powers can only be
used by the shareholdersvoting to do so at a General Meeting. The general management powers under
this Article are not limited in any way by specific powers given to the directors by other
Articles.107.2
    
    The directors are, however, subject to:
 
    
    the provisions of the Companies Acts;
    
    the requirements of these Articles; and
    
    any other requirements (whether or not consistent with these Articles) which
are approved by the shareholdersby passing a special resolutionat a General
Meeting.
 However, if any change is made to these Articlesor if the shareholdersapprove a requirement
relating to something which the directors have already done which was within their powers,
this will not invalidate any prior act of the directors which would otherwise have been valid.108
    
    Provision for employees on cessation or transfer of businessThe directors may make provision for the benefit of persons employed or formerly employed
by the Companyor any of its subsidiaries(other than a director, former director or shadow
director) in connection with the cessation or transfer to any person of the whole or part of
the undertaking of the Companyor that subsidiary.109
    
    The power to establish local boards109.1
    
    The directors can set up local committees, local boards or local agencies to
manage any of the Companysbusiness. These can be either in or outside the United Kingdom. The
directors can appoint, remove and re-appoint anybody (who need not be a director) to be:
 
    
    members of any local committee, board or agency; or
    
    managers or agentsof the Company.
 - 49 -




---



##### 



109.2
    
    The directors can:
 
    
    decide on the payand other benefits of people appointed under this Article;
    
    delegate any of their authority, powers or discretions to:
 (i)
    
    any local board or committee; or(iii)
    
    any manager, or agentof the Company;
 
    
    allow local committees or boards, managers or agentsto delegate to another person;
    
    allow the members of local committees, boards or agencies to fill any vacancies on
them;
    
    allow the members of local committees, boards or agencies to continue to act even
though there are vacancies on them;
    
    remove any people they have appointed under this Article; and
    
    cancel or change an appointment or delegation made under this Article, although
this will not affect anybody who acts in good faith who has not had any notice of any
cancellation or variation.
 Any appointment or delegation by the directors which is referred to in this Article can be on
any terms and conditions decided on by the directors.109.3
    
    A person who is employed by, or occupies an office with, the Companymay be given
a title which includes the words Associate Director. This will not imply that such person is a
director of the Companyor that he is entitled to act as a director or be deemed to be a director
for the purposes of these Articles.110
    
    The power to appoint attorneys110.1
    
    The directors can appoint anyone (including the members of a group which changes
over time) as the Companysattorneyor attorneysby granting a power of attorneyor by authorising
him or them in some other way. The attorneyor attorneyscan either be appointed directly by the
directors, or the directors can give someone else the power to select attorneys. The directors can
decide on the purposes, powers, authorities and discretions of attorneys.110.2
    
    The directors can decide for how long a power of attorneywill last and they can
apply any terms and conditions to it. The power of attorneycan also include any provisions which
the directors decide on for the protection and convenience of anybody dealing with the attorney.
The power of attorneycan also allow the attorneyto sub-delegate any or all of his power,
authority or discretion to any other person.111
    
    Bank mandatesThe directors may by resolution authorise such person or persons as they think fit to act
as signatories to any bank account of the Companyand may amend or remove such authorisation
from time to time by resolution.
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##### 



112
    
    NameThe Companymay change its name by resolution of the directors.113
    
    Borrowing powersSo far as the Companies Actsallow, the directors can exerciseall the powers of the
Companyto:
 
    
    borrow money;
    
    issue(subject tothe provisions of the Companies Actsregarding authority
to allot debenturesconvertible into shares) debenturesand other securities;
and
    
    give any form of:
 
    
    guarantee; and
    
    security, either outright or as collateral and over all or any of the
Companysundertaking, property and uncalled capital,
 liability Company
 114
    
    Borrowing restrictions114.1
    
    The directors must:
 
    
    limit the Borrowingsof the Companyand
    
    exerciseall voting and other rights or powers of control exercisable by the
Companyin relation to its subsidiary undertakings
 to ensure that the total amount of all Borrowingsby the Groupoutstanding at any time will
not exceed 1.5 times the Adjusted Total of Capital and Reservesat such time.This limitation on Borrowingswill only affect subsidiary undertakingsto the extent that the
directors can restrict the borrowings of the subsidiary undertakingsby exercising the rights
or powers of control which the Companyhas over its subsidiary undertakings. The Companymay
consent in advance to exceeding the borrowing limit by passing an ordinary resolutionat a
General Meeting.114.2
    
    In this Article:Groupmeans the Companyand its subsidiary undertakingsfor the time being;Adjusted Total of Capital and Reservesmeans the aggregate of the share capital and reserves
as shown in the latest audited consolidated balance sheet of the Group(including the amount
paid-upor credited as paid-upon the issuedshare capital of the
Company, the share premium account, capital redemption reserve, profit and loss account and
other reservesincluded within the Groupsequity shareholdersfunds) (the Reserves) but:
 
    
    adjusted as appropriate in respect of any variation to the paid-upshare
capital or reservessince the date of the latest audited consolidated balance
sheet as recorded within the monthly management accounting records of the Group
 - 51 -




---



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prepared in accordance with the accounting bases and principles applied in the
preparation of its latest audited consolidated balance sheet;
    
    adding any amount which has been deducted at any time from the Reservesof
the Groupfor goodwill arising on consolidation either by direct charge to
Reservesor by charge to the Groupsconsolidated profit and loss account; and
    
    making such other adjustments (if any) as the auditors of the Company
consider appropriate.
 Borrowings liabilities Group Group Group
 
    
    adjusted as appropriate in respect of any variation to borrowings since the date of
the latest audited consolidated balance sheet as recorded within the monthly
management accounting records of the Groupprepared in accordance with the accounting
bases and principles applied in its latest audited consolidated balance sheet;
    
    excluding any borrowings under finance or structured tax lease arrangements to the
extent matched as part of those arrangements by deposits of cash or cash equivalent
investments which are treated by the creditor concerned as available to reduce its net
exposure; and
    
    making such other adjustments (if any) as the auditors of the Companyconsider
appropriate.
 114.3
    
    The determination of the Companysauditors as to the amount of the Adjusted
Total of Capital and Reservesand the total amount of Borrowingsat any time shall be conclusive
and binding on all concerned and for the purposes of their computation the Companysauditors may
at their discretion make such further or other adjustments (if any) or determinations as they think
fit. Nevertheless the directors may act in reliance on a bona fide estimate of the amount of the
Adjusted Total of Capital and Reservesand the total amount of Borrowingsat any time and if in
consequence the borrowing limit is inadvertently exceeded an amount of borrowings equal to the
excess may be disregarded until the expiration of three months after the date on which by reason of
a determination of the Companysauditors or otherwise the directors became aware that such a
situation has or may have arisen.114.4
    
    No lender or other person dealing with the Groupneed be concerned whether the
borrowing limit is observed. No debt incurred or security given in breach of the borrowing limit
will be invalid or ineffective unless the lender or the recipient of the security had express
notice at the time when the debt was incurred or security given, that the limit had been or would
as a result be breached.
 ALTERNATE DIRECTORS
 115
    
    Alternate directors115.1
    
    Any director may appoint any person (including another director) to act in his
place (such person is called an alternate director). Such appointment requires the approval of the
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---



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directors, unless the proposed alternate directoris another director. A director appoints an
alternate directorby delivering an appointment notice signed, or authenticated in accordance
with Article 141, by him (or in any other manner which has been approved by the directors) to
the Registered Office. An alternate directorneed not be a shareholder.115.2
    
    The appointment of an alternate directorends if the director appointing him
ceases to be a director, unless that director retires at a General Meetingat which he is
re-elected under Article 85.1. A director can also remove his alternate by delivering a notice
signed, or authenticated in accordance with Article 141, by him (or doing something else which has
been approved by the directors) delivered to the Registered Office. An alternate directorcan also
be removed as an alternate by a resolution of the directors.115.3
    
    An alternate directoris entitled to receive notices of directors meetings once
he has given the Companyan address to which notices may be served on him. He is entitled to attend
and vote as a director at any such meeting at which the director appointing him is not personally
present and generally at such meeting to perform all functions of the director appointing him as a
director. If he is himself a director or attends any such meeting as an alternate for more than one
director, he will have one vote for each director for whom he acts as an alternate, in addition to
his own vote as a director. However, he may not be counted more than once for the purposes of the
quorum. If his appointor is temporarily unable to act through ill health or disability his
signature of or authentication of any directors written resolution is as effective as the
signature or authentication of his appointor.115.4
    
    If the directors decide to allow this, Article 115.3 also applies in a similar
fashion to any meeting of a committee of which his appointor is a member.115.5
    
    An alternate directorshall be an officer of the Companyand shall alone be
responsible to the Companyfor his own actions and mistakes. Except as said in this Article 115, an
alternate director:
 
    
    does not have power to act as a director;
    
    is not considered to be a director for the purposes of the Articles;
    
    is not considered to be the agentof his appointor; and
    
    cannot appoint an alternate director.
 115.6
    
    Subject tothe Companies Acts, an alternate directoris entitled to contract and
be interested in and benefit from contracts or arrangements or transactions and to be repaid
expenses and to be indemnifiedto the same extent as if he were a director. However, he is not
entitled to receive from the Companyas alternate directorany pay, except only such part (if any)
of the payotherwise payable to his appointor as such appointor may direct the Companyin writing
to pay to his alternate.
 THE SECRETARY
 116
    
    The Secretary and deputy and assistant secretaries116.1
    
    The Secretaryis appointed by the directors. The directors decide on the terms
and period of his appointment so long as allowed to do so by the Companies Acts. The directors can
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also remove the Secretary, but this does not affect any claim for damages against the Company
for breach of any contract between him and the Company.116.2
    
    The directors can also appoint one or more people to be deputy or assistant
secretary. Anything which the Companies Actsallow to be done by or to the Secretarycan, if there
is no Secretary, or the Secretaryis for any reason not capable of doing what is required of him,
also be done by or to any deputy or assistant secretary. If there is no deputy or assistant
secretary capable of acting, the directors can appoint any officer to do what would be required of
the deputy or assistant secretary.
 THE SEAL
 117
    
    The Seal117.1
    
    The directors are responsible for arranging for the Common Sealand any
Securities Sealto be kept safely. The Common Sealand any Securities Sealcan only be used with
the authority of the directors or of a committee authorised by the directors to use it. The
Securities Sealcan be used only for sealing securities issuedby the Companyin certificated form
and sealing documents creating or evidencing securities issuedby the Company.117.2
    
    Subject tothe provisions of these Articleswhich relate to share certificates,
every document which is sealed using the Common Sealmust be signed personally by:
 
    
    one director and the Secretary; or
    
    two directors; or
    
    by a director or any other persons who are authorised to do so by the directors in
the presence of a witness who attests to the signature.
 117.3
    
    Where a signature is required to witness the Common Seal, the directors may
decide that the individual need not sign the document personally but that his signature may be
printed on it mechanically, electronicallyor in any other way the directors approve.117.4
    
    Securitiesand documents which have the Securities Sealstamped on them do not
need to be signed unless the directors or the Companies Actsrequire this.117.5
    
    The directors can use all the powers given by the Companies Actsrelating to
official seals for use abroad.117.6
    
    Certificates for debenturesor other securitiesof the Companymay be printed in
any way and may be sealed and/or signed for in any manner allowed by these Articles.117.7
    
    As long as it is allowed by the Companies Acts, any document signed by:
 
    
    one director and the Secretary; or
    
    by two directors; or
    
    one director in the presence of a witness who attests to the signature,
 Company Common Seal
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##### 



AUTHENTICATING DOCUMENTS
 118
    
    Establishing that documents are genuine118.1
    
    Any director, or the Secretary, has power to identify as genuine any of the
following and to certify copies or extracts from them as true copies or extracts:
 
    
    any documents relating to the Companysconstitution;
    
    any resolutions passed by the shareholdersor any class of shareholders, or by the
directors or by a committee of the directors; and
    
    any books, documents, records or accounts which relate to the Companysbusiness.
  118.2
    
    When any books, documents, records or accounts are not kept at the Registered
Office, the officer of the Companywho has custody of them is treated as a person who has been
authorised by the directors to identify them as genuine and to provide certified copies or extracts
from them.118.3
    
    A document which appears to be a copy of a resolution or an extract from the
minutes of any meeting, and which is certified as a copy or extract as described in Article 118.1
or 118.2 is conclusive evidence for anyone who deals with the Companyon the strength of the
document that:
 
    
    the resolution has been properly passed; or
    
    the extract is a true and accurate record of the proceedings of a valid meeting.
 DIVIDENDS
 119
    
    Final dividendsThe directors may recommend the amount of any final dividend. The shareholderscan then
declaredividends by passing an ordinary resolution, but the amount declaredcannot exceed the
amount recommended by the directors.120
    
    Fixed and interim dividends120.1
    
    If the directors consider that the profits of the Companyjustify such payments,
they can pay:
 
    
    fixed dividends on any class of sharescarrying a fixed dividend on the dates fixed
for the payment of those dividends; and
    
    interim dividends on sharesof any class of any amounts and on any dates and for
any period which they decide.
 120.2
    
    If the directors act in good faith, they are not liable to any shareholdersfor
any loss they may suffer because a lawful dividend (whether fixed or interim) has been paid under
this Article on other shareswhich rankequally with or behind their shares.
 - 55 -




---



##### 



121
    
    Dividends not in cashIf the directors recommend this, shareholders can pass an ordinary resolutionto direct
all or part of a dividend to be paid by distributing specific assets(and in particular
paid-up sharesor debenturesof any other company) rather than cash. The directors must give
effect to that resolution. Where any difficulty arises on the distribution and valuation of
the assets, the directors can settle it as they decide. In particular, they can:
 
    
    issue fractional certificates;
    
    value assetsfor distribution purposes;
    
    paycash of a similar value to adjust the rights of persons entitled to the
dividend; and/or
    
    transfer any assetsto trusteesfor persons entitled to the dividend.
 122
    
    Calculation and currency of dividends122.1
    
    All dividends will be divided and paid in proportions based on the amounts which
have been paid-upon the sharesduring any period for which the dividend is paid. Sums which have
been paid-upin advance of callsdo not count in calculating the amount of a dividend to be paid on
a share. If the termson which any shareis issuedprovide that such sharewill be entitled to a
dividend as if it were a fully-paid-up, or partly-paid-up, sharefrom a particular date (in the
past or the future), it will be entitled to a dividend on this basis. This Article applies unless
the rightsattached to any shares, or the termsof any shares, provide otherwise.122.2
    
    Unless the rightsattached to any shares, or the termsof any shares, or the
Articlesprovide otherwise, a dividend, or any other money payable in respect of any share, can be
paid to a shareholderin whatever currency the directors decide, using an appropriate exchange rate
selected by the directors for any currency conversions which are required.122.3
    
    The directors can decide that a particular Approved Depositaryshould be able to
receive dividends in a currency other than the currency in which it is declaredand can make
arrangements accordingly. In particular, if an Approved Depositaryhas chosen or agreed to receive
dividends in another currency, the directors can make arrangements with the Approved Depositaryfor
payment to be made to the Approved Depositaryfor value on the date on which the relevant dividend
is paid, or a later date decided on by the directors.123
    
    Deducting amounts owing from dividends and other moneyIf a shareholderowes any money for callson shares, or money relating in any other way
to shares, the directors can deduct any of this money (as long as it is immediately payable)
from:
 
    
    any dividend on any sharesheld by the shareholder; or
    
    any other money payable by the Companyin connection with the shares.
 Money deducted in this way can be used to pay amounts owed to the Companyin connection with
the shares.
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124
    
    Payments to shareholders124.1
    
    Any dividend or other money payable in connection with the sharesmust be paid to:
 
    
    the holder of that share;
    
    if the shareis held by more than one person, whichever of the joint
holders names appears first in the Register;
    
    if the member is no longer entitled to the share, the person or persons who
have become automatically entitled to thesharesby law; or
    
    such other person or persons as the member (or, in the case of joint holders
of a share, all of them) may direct.
 124.2
    
    Any dividend or other money payable in cash (whether in sterlingor foreign
currency) relating to a sharecan be paid by such method as the directors, in their absolute
discretion, may decide. Different methods of payment may apply to different shareholdersor groups
of shareholders(such as overseas shareholders). Without limiting any other method of payment which
the Companymay adopt, the directors may decide that payment can be made wholly or partly:
 
    
    by inter-bank transfer, electronic form, electronic meansor by such other means
approved by the directors directly to an account (of a type approved by the directors)
as instructed by the shareholderor the joint shareholders; or
    
    by cheque or warrantor any other similar financial instrument made payable to the
shareholderwho is entitled to it and sent direct to his registered address or, in the
case of joint shareholders, to the shareholderwho is first named in the Registerand
sent direct to his registered address, or to someone else named in an instruction from
the shareholder(or from all joint shareholders).
 124.3
    
    If the directors decide that payments will be made by electronic transfer to an
account (of a type approved by the directors) nominated by a shareholderor joint shareholders, but
no such account is nominated by the shareholderor joint shareholdersor an electronic transfer
into a nominated account is rejected or refunded, the Companymay credit the amount payable to an
account of the Companyto be held until the shareholdernominates a valid account.124.4
    
    An amount credited to an account under Article 124.3 is to be treated as having
been paid to the shareholderat the time it is credited to that account. The Companywill not be a
trustee of the money and no interest will accrueon the money.124.5
    
    The Companywill not pay interest on any dividend or other money due to a
shareholderin respect of his shares, unless the rightsof the sharesprovide otherwise.124.6
    
    Payment by electronic transfer, cheque or warrant, or in any other way, is made
at the risk of the people who are entitled to the money. The Companyis treated as having paid a
dividend if a payment using electronic or other means approved by the directors is made in
accordance with instructions given by the Companyor if such a cheque or warrantis cleared. The
Companywill not be responsible for a payment which is lost or delayed.124.7
    
    For joint shareholders, the Companycan rely on a receipt for a dividend or other
money paid on sharesfrom any one of them.
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125
    
    Record dates for payments and other mattersAny dividend or distribution on sharesof any class can be paid to the holder or holders
of the sharesshown on the Register, at the close of business on whatever day may be provided
in the resolution declaring the dividend or providing for the distribution. The dividend or
distribution will be based on the number of sharesregistered on that day. This Article
applies whether what is being done is the result of a resolution of the directors or a
resolution passed at a General Meeting. The date can be before any relevant resolution was
passed. This Article does not affect the rights to the dividend or distribution as between
past and present shareholders.126
    
    No interest on dividendsNo interest is payable on any dividend or other money payable in connection with the
sharesunless the termsof issueof those sharesor the provisions of any agreement between
the Companyand the shareholdersprovide otherwise.127
    
    Retention of dividends127.1
    
    The directors may retain all or part of any dividend or other money payable in
connection with the shareson which the Companyhas a lienin respect of which a notice has been
issued following non-payment of a call in accordance with Article 23.127.2
    
    The Companymust use any amounts retained under Article 127.1 towards
satisfaction of the moneys payable to the Companyin respect of that share.127.3
    
    The Companymust notify the person otherwise entitled to payment of the sum that
it has been retained and how the retained sum has been used.127.4
    
    The directors may retain the dividends payable upon shares:
 
    
    in respect of which any person is entitled to become a member pursuant to Article
41 until such person shall become a member in respect of such shares; or
    
    which any person is entitled to transfer pursuant to Article 44 until such person
has transferred those shares.
 128
    
    Dividends which are not claimed128.1
    
    If an amount is held in an account pursuant to Article 124.3, or a payment made
by cheque, warrantor any other written financial instrumentfor an amount payable under Article
124.2 has not been claimed, for one year after the passing of either the resolution passed at a
General Meetingdeclaring that dividend or the resolution of the directors providing for payment of
that dividend, the directors may invest the dividend or use it in some other way for the benefit of
the Companyuntil the dividend is claimed. If a dividend has not been claimed for 12 years after
either the passing of the relevant resolution either declaring that dividend or providing for
payment of that dividend, it will be forfeitedand belong to the Companyagain.128.2
    
    If an amount is held in an account pursuant to Article 124.3, or a cheque,
warrantor other written financial instrumentfor an amount payable under Article 124.2 has been
sent back or is not cashed, for two dividends in a row, the Companycan stop paying dividends. If
the
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shareholderor a person automatically entitled to thesharesby lawclaims those dividends in
writing (before they are forfeited under Article 128.1), the Companymust start paying
dividends by any payment method approved by the directors in accordance with Article 124.129
    
    Waiver of dividendsWhere a shareholderwants to waive his entitlement to all or any part of a dividend, he
may do so by delivering a notice in writing to that effect, signed, or authenticated in
accordance with Article 141, by him, to the Company. If appropriate, the notice in writing may
be signed, or authenticated in accordance with Article 141, by whoever has become
automatically entitled to thesharesby law. For the waiver to be effective, the Companymust
accept the notice in writing and act on it. The Companymay, however, decline to act on the
notice in writing and continue to pay dividends to the shareholderaccordingly.
 CAPITALISING RESERVES
 130
    
    Capitalising reserves130.1
    
    Subject toany special rightsattaching to any class of shares, the shareholders
can pass an ordinary resolutionto allow the directors to change into capital any sum which:
 
    
    is part of any of the Companysreserves(including premiumsreceived when any
shareswere issued, capital redemption reservesor other undistributable reserves); or
    
    the Companyis holding as undistributed profits.
 130.2
    
    Unless the ordinary resolutionstates otherwise the directors will use the sum
which is changed into capital for the Ordinary Shareholderson the Registerat the close of
business on the day the resolution is passed (or another date stated in the resolution or fixed as
stated in the resolution). The sum set aside must be used to pay up in full sharesof the Company
and to allotsuch sharesand distribute them to holders of Ordinary Sharesas bonus sharesin
proportion to their holdings of Ordinary Sharesat the time. The sharescan be Ordinary Sharesor,
if the rightsof other existing sharesallow this, sharesof some other class.130.3
    
    If any difficulty arises in operating this Article, the directors can, subject to
the Companies Act 2006and the CREST Regulations, resolve it in any way which they decide. For
example they can deal with entitlements to fractions of a share. They can decide that the benefit
of fractions of a sharebelongs to the Companyor that fractions of a shareare ignored or deal
with fractions of a sharein some other way.130.4
    
    The directors can appoint any person to sign any contract with the Companyon
behalf of those who are entitled to sharesunder the resolution. Such a contract is binding on all
concerned.
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SCRIP DIVIDENDS
 131
    
    Ordinary Shareholders can be offered the right to receive extra shares instead of cash
dividends131.1
    
    The directors can offer Ordinary Shareholdersthe right to choose to receive
extra Ordinary Shares, which are credited as fully-paid sharesinstead of some or all of their cash
dividend. Before they can do this, the shareholdersmust have passed an ordinary resolution
authorising the directors to make this offer.131.2
    
    The ordinary resolutioncan apply to a particular dividend or dividends (whether
declaredor not). Alternatively, it can apply to some or all of the dividends which may be declared
or paid in a specified period. The specified period must end no later than five years after the
ordinary resolutionis passed. The directors can (without the need for any further ordinary
resolution) offer rights of election in respect of any dividend declared or proposed after the date
these Articlesare adopted and at, or prior to, the next Annual General Meeting.131.3
    
    The directors can offer Ordinary Shareholdersor persons automatically entitled
by operation of lawthe right to request new Ordinary Sharesinstead of cash for:
 
    
    the next dividend proposed to be paid; or
    
    in respect of that dividend or all future dividends (if sharesare made available
as an alternative to a cash dividend), until they tell the Companythat they no longer
wish to receive new Ordinary Shares, or the authority given under Article 131.1
expires and in not renewed (whichever happens earlier).
 The directors can also allow Ordinary Shareholdersto choose between these alternatives.131.4
    
    An Ordinary Shareholderopting for new sharesis entitled to Ordinary Shares
whose total relevant valueis as near as possible to the cash dividend (disregarding any tax
credit) he would have received, but no greater than such cash dividend.131.5
    
    The relevant valueof an Ordinary Shareis a value calculated in the manner set
out in the ordinary resolutionor, if the ordinary resolutiondoes not set out how the relevant
valueof an Ordinary Shareis to be calculated, then the relevant valueof an Ordinary Shareis the
average value of the Ordinary Sharesfor the five dealing days starting from, and including, the
day when the sharesare first quoted ex dividend . This average value is worked out from the
average middle market quotations for the Ordinary Shareson the London Stock Exchange, as published
in its Daily Official List. A certificate or report from the Companysauditors as to the amount of
the relevant valuewill be conclusive evidence of that amount.131.6
    
    After the directors have decided to apply this Article to a dividend, they must
notify eligible Ordinary Shareholdersin writing of their right to choose new Ordinary Shares. This
notice should also set out the procedure by which the Ordinary Shareholdersmust notify the Company
if they wish to receive new Ordinary Shares. Where Ordinary Shareholdershave already chosen to
receive new Ordinary Sharesin place of all cash future dividends, if new Ordinary Sharesare
available, the Companywill not notify them of a right to receive new Ordinary Shares. Instead, the
Companywill remind them that they have already chosen to receive new Ordinary Sharesand explain
to them how to tell the Companyif they wish to start receiving cash dividends again.
 - 60 -




---



##### 



131.7
    
    The directors can set a minimum number of Ordinary Sharesin respect of which the
right to choose new Ordinary Sharescan be exercised. No Ordinary Shareholderor person who is
automatically entitled to anOrdinary Shareby lawwill receive a fraction of a share. The
directors can decide how to deal with any fractions left over and the Companycan, if the directors
decide, receive the benefit of any or all of these.131.8
    
    The directors can exclude or restrict the right to choose new Ordinary Shares, or
make any other arrangements where they decide that:
 
    
    this is necessary or convenient to deal with any legal or practical problems
in relation to holders of Ordinary Shareswith registered addresses in any
particular territory under the laws of any territory, or requirements of any
recognised regulatory body or stock exchange in any territory; or
    
    special formalities would otherwise apply in connection with the offer of
new Ordinary Shares(including Ordinary Sharesbeing represented by American
Depositary Shares); or
    
    it would be impractical or unduly onerous to give the right to any Ordinary
Shareholderor that for some other reason the offer should not be made to them.
 131.9
    
    The directors can exclude or restrict the right to choose new Ordinary Sharesin
the case of any shareholder who is an Approved Depositaryor a nominee for an Approved Depositary.
They can do this if the offer or exerciseof the right to or by the people on whose behalf the
Approved Depositaryholds the shareswould suffer from legal or practical problems of the kind
mentioned in Article 131.8. If other Ordinary Shareholders(other than those excluded under Article
131.8) have the right to choose new Ordinary Shares, the directors must be satisfied that an
appropriate dividend reinvestment plan or similar arrangement is available to a substantial
majority of the people on whose behalf the Approved Depositaryholds sharesor that such
arrangements will be available promptly. The first sentence of this Article 131.9 does not apply
until the directors are satisfied of this.131.10
    
    If an Ordinary Shareholderchooses to receive new Ordinary Shares, no dividend
on the Ordinary Sharesfor which he has chosen to receive new Ordinary Shares(which are called the
elected shares), will be declaredor payable. Instead, new Ordinary Shareswill be allottedon the
basis set out earlier in this Article. To do this the directors will convert into capital a sum
equal to the total nominal valueof the new Ordinary Sharesto be allotted. They will use this sum
to pay up in full the appropriate number of new Ordinary Shares. These will then be allottedand
distributed to the holders of the elected sharesas set out above. The sum to be converted into
capital can be taken from any amount which is then in any reserveor fund (including the share
premium account, any capital redemption reserveand the profit and loss account). Article 130
applies to this process, so far as it is consistent with this Article 131.131.11
    
    The new Ordinary Sharesrankequally in all respects with the existing
fully-paid-upOrdinary Sharesat the time the new Ordinary Sharesare allotted. The new Ordinary
Sharesare not entitled to share in the dividend from which they arose or any other dividend or
distribution or other entitlement which has been declared, made or paid or is payable by reference
to such record date or earlier record date.131.12
    
    Unless the directors decide otherwise or the CREST Regulationsor the rules of a
relevant systemrequire otherwise, any new Ordinary Shareswhich an Ordinary Shareholderhas chosen
to receive instead of some or all of his cash dividend will be:
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---



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
    
    sharesin uncertificated formif the corresponding elected shareswere
uncertificated shareson the record datefor that dividend; and
    
    sharesin certificated formif the corresponding elected shareswere sharesin
certificated formon the record datefor that dividend.
 131.13
    
    The directors can decide that new Ordinary Shareswill not be available in place
of any cash dividend. They can decide this at any time before new Ordinary Sharesare allottedin
place of such dividend, whether before or after Ordinary Shareholdershave chosen to receive new
Ordinary Shares.131.14
    
    The directors have the power to do all acts and things they consider necessary
to give effect to this Article.
 ACCOUNTS
 132
    
    Accounting and other records132.1
    
    The directors must make sure that proper accounting records that comply with the
Companies Actsare kept. These records must explain the Companystransactions and show its
financial position at any time with reasonable accuracy.133
    
    Location and inspection of records133.1
    
    The accounting records must be kept:
 
    
    at the Registered Office; or
    
    at any other place which the Companies Actsallow and the directors decide
on.
 133.2
    
    The Companysofficers always have the right to inspect
the accounting records.133.3
    
    No shareholder(other than a
shareholderwho is also an officer) has any right to inspect any books or
papers of the Companyunless:
 
    
    the Companies Actsor a proper court order give him that right;
or
    
    the directors authorise him to do so; or
    
    he is authorised by an ordinary resolutionto do so.
 COMMUNICATIONS WITH SHAREHOLDERS
 134
    
    Serving and delivering notices and other documents134.1
    
    To the extent permitted and unless required otherwise by the Companies Acts, any
other Actapplying to the Companyor these Articles, the Companycan send, serve, supply or deliver
any offer, notice, information or any other document, including a share certificate, on or to a
shareholder:
 
    
    personally;
 - 62 -




---



##### 




    
    by posting it in a letter (with postage paid) to the shareholdersregistered
address or by causing it to be left at that address in some other way; or
    
    by electronic meansand/or by making such offers, notices, information or
documents available on a website.
 134.2
    
    The Company Communication Provisionshave effect, subject tothe provisions of
Articles 137, 138 and 141, for the purposes of any provisions of the Companies Actsor these
Articlesthat authorise or requires offers, notices, information or any other documents to be sent,
served, supplied or delivered by or to the Company.134.3
    
    Articles 134 to 141 do not affect any provision of the Companies Actsrequiring
offers, notices, information or documents to be sent, served, supplied or delivered in a particular
way.135
    
    Notices to joint holders135.1
    
    Anything which needs to be agreed or specified by the joint holders of a share
shall for all purposes be taken to be agreed or specified by all the joint holders where it has
been agreed or specified by the joint holder whose name stands first in the Registerin respect of
the share.135.2
    
    If more than one joint holder gives instructions or notifications to the Company
pursuant to these Articlesthen save where these Articlesspecifically provide otherwise, the
Companyshall only recognise the instructions or notifications of whichever of the joint holders
names appears first in the Register.135.3
    
    Any offer, notice, information or any other document which is authorised or
required to be sent or supplied to joint holders of a share may be sent or supplied to the joint
holder whose name stands first in the Registerin respect of the share, to the exclusion of the
other joint holders. For such purpose, a joint holder having no registered address in the United
Kingdomand not having supplied an address within the United Kingdomfor the service of notices
may, subject toany Actapplying to the Company, be disregarded.135.4
    
    The provisions of this Article shall have effect, subject tothe Companies Acts,
in place of the Company Communications Provisionsregarding notices to joint holders.136
    
    Notices for shareholders with foreign addressesSubject tothe Companies Actsand any other Actapplying to the Company, the Company
shall not be required to send offers, notices, information or any other documents to a
shareholderwho (having no registered address within the United Kingdom) has not supplied to
the Companya postal address within the United Kingdomfor the service of notices.137
    
    When notices are served137.1
    
    If an offer, notice, information or any other document is delivered or served by
hand, it is treated as being delivered or served at the time it is handed to the shareholderor
left at his registered address.
 - 63 -




---



##### 



137.2
    
    If an offer, notice, information or any other document (including a share
certificate) is sent or supplied by the Companyin hard copy form, or in electronic form, but to be
delivered other than by electronic means, and which is sent by pre-paid post and properly addressed
shall be deemed to have been received by the intended recipient at the expiration of 24 hours after
the time it was posted, and in proving such receipt it shall be sufficient to show that such offer,
notice, information or other document was properly addressed, pre-paid and posted.137.3
    
    If an offer, notice, information or any other document is sent or supplied by the
Companyby electronic meansit shall be deemed to have been received by the intended recipient two
hours after it was transmitted, and in proving such receipt it shall be sufficient to show that
such offer, notice, information or other document was properly addressed.137.4
    
    If an offer, notice, information or any other document is sent or supplied by the
Companyby means of a website it shall be deemed to have been received when the material was first
made available on the website or, if later, when the recipient received (or is deemed to have
received) notice of the fact that the material was available on the website.137.5
    
    This Article shall have effect, subject toany mandatory provision of the
Companies Actsand any other Actapplying to the Company, in place of the Company Communications
Provisionsrelating to when offers, notices, information or any other documents are deemed
delivered.138
    
    Serving notices and documents on shareholders who have died or are bankrupt138.1
    
    A person who claims to be entitled to a share in consequence of the death or
bankruptcy of a shareholderor otherwise by operation of law shall supply to the Company:
 
    
    such evidence as the directors may reasonably require to show his title to the
share; and
    
    an address within the United Kingdomfor the service of notices,
 whereupon he shall
be entitled to have served upon or delivered to him at such address any offer, notice,
information or any other document to which the said shareholderwould have been
entitled, and such service or delivery shall for all purposes be deemed a sufficient
service or delivery of such offer, notice, information or any other document on all
persons interested (whether jointly with or claiming through or under him) in the
share.138.2
    
    Save as provided by Article 138.1, any offer, notice, information or any other
document delivered or sent to the address of any shareholderin pursuance of these Articlesshall,
notwithstanding that such shareholderbe then dead or bankrupt or in liquidation, and whether or
not the Companyhas notice of his death or bankruptcy or liquidation, be deemed to have been duly
delivered or sent in respect of any share registered in the name of such shareholderas sole or
first-named joint holder.138.3
    
    The provisions of this Article shall have effect in place of the Company
Communications Provisionsregarding the death or bankruptcy of a holder of sharesin the Company.
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139
    
    If documents are accidentally not sent or the postal services are suspended139.1
    
    The accidental failure to send, or the non-receipt by any person entitled to any
offer, notice, information or any other document relating to any meeting or other proceeding shall
not invalidate the meeting or other proceeding.139.2
    
    If at any time by reason of the suspension or curtailment of postal services
within the United Kingdomthe Companyis unable to give notice by post in hard copy form of a
shareholders meeting, such notice shall be deemed to have been given to all shareholdersentitled
to receive such notice in hard copy form if such notice is advertised in at least one national
newspaper and such notice shall be deemed to have been given on the day when the advertisement
appears. In any such case, the Companyshall (i) make such notice available on its website from the
date of such advertisement until the conclusion of the meeting or any adjournmentthereof and (ii)
send confirmatory copies of the notice by post to such shareholdersif at least seven days prior to
the meeting the posting of notices again becomes practicable.140
    
    When entitlement to notices stops140.1
    
    If the Companysends a notice or other communication to a shareholderon two
separate occasions during a 12-month period and each of them is returned undelivered or the Company
receives notification that such notice or other communication has not been delivered in each case
then that shareholderwill not be entitled to receive notices or other communications from the
Company.140.2
    
    A shareholderwho has ceased to be entitled to receive notices or communications
from the Company pursuant to Article 140.1 becomes entitled to receive a notice or communication
again by supplying the Company with:
 
    
    a new postal address; or
    
    an electronic address,
 for the service of notices.140.3
    
    For the purposes of this Article 140, references to a communication include
references to any method of payment; but nothing in this Article 140 will entitle the Companyto
stop sending any dividend by any means, unless the Companyis also entitled to do so under Article
128.2.141
    
    Signature or authentication of documents sent electronically141.1
    
    Where these Articlesrequire an offer, notice, information or any other document
to be signed or authenticated by a shareholderor any other person then any such offer, notice or
other document sent or supplied in electronic form or by means of a website shall be sufficiently
authenticated in any manner authorised by the Company Communications Provisionsor in such other
manner approved by the directors.141.2
    
    The directors may determine procedures for validating offers, notices,
information or any other documents sent or supplied in electronic form or by means of a website,
and any offer, notice, information or any other document, not validated in accordance with such
procedures shall be deemed not to have been received by the Company.
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MINUTES
 142
    
    Minutes142.1
    
    The directors must ensure that minutes are entered in books kept for the purpose
of:
 
    
    all appointments of officers made by the directors;
    
    the names of the directors present at each directors meeting and of any
committee of the directors;
    
    all resolutions and proceedings at all General Meetings of the Company, the
holders of any class of sharesin the Company, the directors and any committees
of the directors.
 142.2
    
    If any such minute purports to be signed or authenticated by the chairman of the
meeting at which the proceedings took place or by the chairman of the next succeeding meeting this
shall be conclusive evidence of the proceedings.
 WINDING UP
 143
    
    Directors power to petitionThe directors can present a petition to the Court in the name and on behalf of the
Companyfor the Companyto be wound up.
 DESTROYING DOCUMENTS
 144
    
    Destroying documents144.1
    
    The Companycan destroy all:
 
    
    forms of transfer of shares, and documents sent to support a transfer, and any
other documents which were the basis for making an entry on the Register, after six
years from the date of registration;
    
    dividend payment instructions and notifications of a change of address or name,
after two years from the date these were registered;
    
    cancelled share certificates, one year after the date they were cancelled; and
    
    proxyappointments from one year after the end of the meeting to which the
appointment relates.
 144.2
    
    A document destroyed in accordance with Article 144.1 is conclusively treated as
having been a valid and effective document in accordance with the Companysrecords relating to the
document. Any action of the Companyin dealing with the document in accordance with its terms
before it was destroyed is conclusively treated as properly taken.144.3
    
    Articles 144.1 and 144.2 only apply to documents which are destroyed in good
faith and if the Companyhas not been informed that keeping the documents is relevant to any claim.
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---



##### 



144.4
    
    For documents relating to sharesin uncertificated form, the Companymust also
comply with any rules (as defined in the CREST Regulations) which limit its ability to destroy
these documents.144.5
    
    This Article does not make the Companyliable if it:
 
    
    destroys a document earlier than referred to in Article 144.1; or
    
    would not be liable if this Article did not exist.
 144.6
    
    The Companycan, subject tothe Companies Acts, destroy a document earlier than
the dates mentioned in Article 144.1 if the Companymakes a permanent record (whether made
electronicallyor by any other means) of that document before it is destroyed.144.7
    
    This Article applies whether a document is destroyed or disposed of in any other
manner.
 DIRECTORS LIABILITIES
 145
    
    Indemnity145.1
    
    Subject tothe provisions of, and so far as may be permitted by and consistent
with, the Companies Acts, rules made by the UK Listing Authorityand local law as applicable, every
director, Secretaryand officer of the Companyand of each Associated Companyof the Companymay be
indemnifiedby the Companyout of its own funds against:
 
    
    any liabilityincurred by or attaching to him in connection with any
negligence, default, breach of duty or breach of trust by him in relation to the
Companyor any Associated Companyof the Companyother than in the case of a
director of the Companyor any Associated Company:
 (i)
    
    any liabilityto the Companyor any Associated Company; and(ii)
    
    any liabilityof the kind referred to in Section 234(3) of the Companies Act 2006;
and
 
    
    any other liabilityincurred by or attaching to him in the actual or
purported execution and/or discharge of his duties and/or the exerciseor
purported exerciseof his powers and/or otherwise in relation to or in
connection with his duties, powers or office.
 145.2
    
    Subject tothe provisions of, and so far as may be permitted by and consistent
with, the Companies Acts, the rules of the UK Listing Authorityand local law as applicable, every
director, Secretaryand officer of the Companyand of each Associated Companyof the Companymay be
indemnifiedby the Companyout of its own funds against:
 
    
    any liabilityincurred by or attaching to him in connection with any
negligence, default, breach of duty or breach of trust by him in relation to the
Companyor any Associated Companyof the Company, if it is the trustee of an
occupational pension scheme (within the meaning of Section 235(6) of the
Companies Act 2006), in so far as such liabilityrelates to the Companysor any
such Associated Companiesactivities as trustee of such occupational pension
scheme and other than in the case of a director of the Companyor any Associated
Companyany liabilityof the kind referred to in Section 235(3) of the Companies
Act 2006; and
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---



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
    
    any other liabilityincurred by or attaching to him in the actual or purported
execution and/or discharge of his duties and/or the exerciseor purported exercise
of his powers and/or otherwise in relation to or in connection with his duties,
powers or office.
 145.3
    
    Where a director, Secretaryor officer is indemnifiedagainst any liabilityin
accordance with this Article 145, such indemnityshall extend to all costs, charges, losses,
expenses and liabilitiesincurred by him in relation thereto.145.4
    
    In this Article Associated Companyshall have the meaning given by Section 256 of
the Companies Act 2006.145.5
    
    So far as the Companies Actsallow, the Secretaryand other officers, who are not
directors of the Companyor an Associated Companyof the Companyof the Companyare exempted from
any liabilityto the Companyor any Associated Companyof the Companywhere that liabilitywould be
covered by the indemnityin Article 145.1.146
    
    Insurance and defence funding146.1
    
    For the purpose of this Article each of the following is a Relevant
Company:
 
    
    the Company;
    
    any holding companyof the Company;
    
    any companyin which the Companyor its holding companyor any of the
predecessors of the Companyor of its holding companyhas or had any interest,
whether direct or indirect; and
    
    any companywhich is in any way allied to or associated with the Company, or
any subsidiary undertakingof the Companyor such other company.
 146.2
    
    Without limiting Article 145 in any way, the directors can arrange for the
Companyto purchase and maintain insurance for or for the benefit of any persons who are or were at
any time:
 
    
    directors, officers or employees of any Relevant Company; or
    
    trusteesof any pension fund or employees share scheme in which employees of any
Relevant Companyare interested.
 liability
 
    
    in performing or omitting to perform their duties; and/or
    
    in exercisingor omitting to exercisetheir powers; and/or
    
    in claiming to do any of these things; and/or
    
    otherwise in relation to their duties, powers or offices.
 146.3
    
    Subject tothe provisions of and so far as may be permitted by the Companies Act
2006, rules made by the UK Listing Authorityand local law as applicable, the Company:
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##### 




    
    may provide a director, Secretaryor officer of the Companyor any Associated
Companyof the Companywith funds to meet expenditure incurred or to be incurred
by him in:
 (i)
    
    defending any criminal or civil proceedings in connection with any negligence,
default, breach of duty or breach of trust by him in relation to the Companyor an
Associated Companyof the Company; or(ii)
    
    in connection with any application for relief under the provisions mentioned in
Section 205(5) of the Companies Act 2006; and
 
    
    may do anything to enable any such director, Secretaryor officer to avoid
incurring such expenditure.
 146.4
    
    The terms set out in Section 205(2) of the Companies Act 2006shall apply to any
provision of funds or other things done under Article 146.3.146.5
    
    Subject tothe provisions of and so far as may be permitted by the Companies
Acts, rules made by the UK Listing Authorityand local law as applicable, the Company:
 
    
    may provide a director, Secretaryor officer of the Companyor any Associated
Companyof the Companywith funds to meet expenditure incurred or to be incurred
by him in defending himself in an investigation by a regulatory authority or
against action proposed to be taken by a regulatory authority in connection with
any alleged negligence, default, breach of duty or breach of trust by him in
relation to the Companyor any Associated Companyof the Company; and
    
    may do anything to enable any such director, Secretaryor officer to avoid
incurring such expenditure.
 146.6
    
    In this Article Associated Companyshall have the meaning given thereto by
Section 256 of the Companies Act 2006.
 SHARE WARRANTS
 147
    
    Issue of Share Warrants147.1
    
    The Companycan issueShare Warrantswhich state that the bearer of the Share
Warrant(Bearer) is entitled to the sharesspecified in the Share Warrant. The Companycan only
do this in a way which is allowed under the Companies Actsand in Articles 147 to 154. Share
Warrantscan provide for the payment of future dividends and other distributions relating to the
shares. Payment can be made by exchanging coupons which can be attached to the Share Warrants, or
in any other way which the directors determine.147.2
    
    The Bearerof a Share Warrantis entitled to the number of shareswhich are
specified in it. These sharescan be transferred by one person delivering the Share Warrantto
another.147.3
    
    Subject toArticle 147.2, the provisions of the Articlesrelating to share
certificates and transferring sharesdo not apply to Share Warrants.147.4
    
    Each Share Warrantmust be issuedunder the Seal.
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---



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147.5
    
    The directors can decide on the language and form of, and the number of shares
represented by, each Share Warrant. Subject tothe Articles, the directors can vary the conditions
of issue of any Share Warrantfrom time to time.148
    
    Directors can accept a certificate instead of a Share Warrant148.1
    
    The directors can accept a certificate from the persons referred to in Article
148.2 stating that they hold Share Warrantson behalf of someone named in the certificate as proof
of matters set out in such certificate. The certificate will be in such form as the directors
decide (including details of the number of sharesto which the Share Warrantrelates).148.2
    
    The only people who may deliver a certificate to the Companyare the ADR
Depositaryor any bank or agentwhich has been appointed by the Company. For the purposes of
Articles 147 to 153, the Companycan treat the deposit of the certificate as though the Share
Warrantitself had been deposited at the Transfer Office.148.3
    
    As long as the certificate is in a form agreed by the directors, the Companydoes
not need to make any further enquiry into the accuracy of the information contained in the
certificate.149
    
    Requesting a Share Warrant149.1
    
    A Share Warrantwill only be issuedif a shareholderrequests in writing that a
Share Warrantis issuedfor some or all of the shareswhich are registered in his name.149.2
    
    The request must be addressed to the directors at the Transfer Office. The
directors can specify the form of the request, and can require that evidence is sent with the
request to prove the identity of the person making the request and his right to the shares. The
directors do not have to agree to this request.149.3
    
    Where a shareholderrequests that Share Warrantsare issuedin relation to shares
registered in his name, and there are share certificates in respect of those shares, a Share
Warrantwill only be issuedonce the share certificates have been delivered to the Transfer Office
for cancellation.149.4
    
    A person who requests a Share Warrant(including a person requesting a Share
Warrantin the circumstances described in Article 150) is responsible (and will re-imburse the
Company) for all and any stamp duties, stamp duty reserve tax, bearer instrumentduty, taxes,
charges, fees, interest and penalties payable in connection with the issueof the Share Warrants.
This Article 149.4 applies unless the person requesting the Share Warrantagrees otherwise with the
Company.150
    
    Replacing Share Warrants150.1
    
    If a Share Warrantis damaged or defaced, the Bearercan request a new one, once
he returns the damaged or defaced Share Warrantto the directors at the Transfer Office. Once any
payments of the types described in Article 149.4 are made (if any), a new Share Warrantwill be
issued.150.2
    
    If a Share Warrantis said to have been lost, stolen or destroyed, the directors
can issue a replacement (although they do not have to do so). The directors can require
satisfactory evidence of the loss, theft or destruction, an indemnity, the payment of any
exceptional out
 - 70 -




---



##### 



of pocket expenses, and payments of the types described in Article 149.4 before issuing a
replacement.150.3
    
    The Bearercan ask the directors to cancel his existing Share Warrantand replace
it with two (or more) Share Warrantswhich together represent the same number of shareswhich the
original single Share Warrantrepresented. The directors do not have to comply with this request.
If they do, the Bearerwill have to surrender his original Share Warrantand can be required by the
directors to make any payments of the types described in Article 149.4 before the new Share
Warrantsare issued.151
    
    Rights of the Bearer151.1
    
    The Bearer(or a person who has deposited his Share Warrantin accordance with
Article 151.2 or if the directors so decide, Article 148.2) shall be entitled to the same rights
and be subject tothe same obligations as those to which he would be entitled or subject if he were
the registered holder of the sharesto which the Share Warrantrelates. This is subject tothe
provisions of Articles 147 to 154.151.2
    
    Where a Bearerdeposits his Share Warrant, together with a declaration in writing
giving his name and address, at the Transfer Office(or some other place specified by the
directors) he has certain rights at any General Meetingprovided that such Share Warrantis
deposited at least 48 hours in advance of such meeting. For as long as the Share Warrantremains so
deposited, the person who deposited it will have the following rights as if he were the registered
holder from the time of deposit of the sharesspecified in the Share Warrantat a General Meeting:
 
    
    the right to sign a form requiring a General Meeting;
    
    the right to give notice of his intention to submit a resolution at a General
Meeting;
    
    the right to attend, speak and vote, appoint a proxyand exercisethe other
rights of a shareholderat a General Meeting.
 151.3
    
    Any Share Warrantwhich is deposited in accordance with Article 151.2 must remain
deposited until the end of the General Meetingat which the person who deposited the Share Warrant
desires to attend or be represented.151.4
    
    If a person presents a Share Warrantat the Transfer Office, the Companyis
entitled to assume that this person is the owner of the Share Warrant. The Companycan pay
dividends or moneys relating to the sharesspecified in the Share Warrantwhich are due to this
person either to such person or to an account specified by him. If the Companydoes this, it shall
have performed its obligation to pay that dividend or those moneys.152
    
    Bearers of Share Warrants participating in securities offers152.1
    
    In the case of a securities offer, there is no need to contact any Bearer
individually. Instead, all the Companyneed do is advertise the details of the securities offerin
a leading United Kingdomnational daily newspaper (and any other newspapers the directors decide
on).152.2
    
    If, following the publication of the advertisement referred to above, the Bearer
deposits the Share Warrant(or, if appropriate, the coupon attached to the Share Warrant) at the
Transfer Office(or some other place mentioned in the advertisement), within the time limit
 - 71 -




---



##### 



set out in the securities offer, he shall have the same right to participate in the securities
offeras if he were the registered holder of the sharesspecified in the Share Warrant.152.3
    
    For the purposes of this Article, a securities offermeans an offer of shares,
securitiesor debenturesto shareholdersor any class of shareholders, or a proposed issueof
sharespursuant to Article 130.153
    
    Communications with Bearers of Share Warrants153.1
    
    In the case of any communication (for example, a notice of General Meeting, a
circular or annual report) with shareholders, there is no need for the Companyto contact any
Bearerindividually. Instead, all the Companyneed do is advertise the communication in a leading
United Kingdomnational daily newspaper (and any other newspapers the directors decide on), giving
an address where copies of the communication may be obtained by the Bearer.153.2
    
    The Companymust communicate with the Bearerin a different way, if the London
Stock Exchangerequires this.154
    
    Issuing shares to which the Share Warrant relates154.1
    
    The Bearercan ask to be registered as a shareholder(or that another person be
so registered) in respect of all or any of the sharesspecified in the Share Warrant. In order to
do so he must deposit at the Transfer Office(or another place specified by the directors):
 
    
    the Share Warrant; and
    
    a signed declaration in a form agreed by the directors which sets out the names and
addresses of the persons, and the numbers of shares, in whose name he wishes such
sharesto be registered.
 154.2
    
    The Companywill comply with a request made in accordance with Article 154.1 only
upon the payment (or reimbursement) by the Bearerof all and any stamp duties, stamp duty reserve
tax, bearer instrumentduty, taxes, charges, fees, interest and penalties payable in connection
with the issueof the shares. The Companymay, however, agree that any such taxes or costs do not
have to be paid by the Bearer.154.3
    
    If the Companycomplies with a request made in accordance with Article 154.1, the
person named in the declaration will be entitled to have his name entered as a memberin the
Registerin respect of the sharesspecified in the declaration and to receive a share certificate
for them. The time limit for the Companyto prepare a share certificate under this Article 154.3 is
two months from the decision to comply with a request made in accordance with Article 154.1.154.4
    
    If the declaration does not deal with all the sharesto which the Share Warrant
relates, a new Share Warrantfor the remaining shareswill be issued, without charge, to the person
who deposited the old Share Warrant. The new Share Warrantwill only be issuedupon the
cancellation of the old Share Warrant.
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---



##### 



ADR DEPOSITARY
 155
    
    ADR Depositary can appoint proxies155.1
    
    The ADR Depositarycan appoint more than one person to be its proxy. As long as
the appointment complies with the requirements in Article 155.2, the appointment can be made in any
way and on any terms which the ADR Depositarythinks fit. Each person appointed in this way is
called an Appointed Proxy.155.2
    
    The appointment must set out the number of sharesin relation to which an
Appointed Proxyis appointed. This number is called the Appointed Number. The Appointed Numberof
all Appointed Proxiesappointed by the ADR Depositary, when added together, must not be more than
the number of Depositary Shares(as calculated in Article 155.3).155.3
    
    The Depositary Sharesattributable to the ADR Depositaryconsist of the total of
the number of shares:
 
    
    registered in the name of the ADR Depositary;
    
    represented by Share Warrantswhich have been deposited by the ADR Depositarywith
the Companyin accordance with Article 151; and
    
    represented by Share Warrantswhich are set out in a certificate from the ADR
Depositaryaccepted by the directors in accordance with Article 148.
 156
    
    The ADR Depositary must keep a Proxy Register156.1
    
    The ADR Depositarymust keep a register of the names and addresses of all the
Appointed Proxies. This is called the Proxy Register. The Proxy Registerwill also set out the
Appointed Numberof sharesof each Appointed Proxy.This can be shown by setting out the number of
American Depositary Receiptswhich each Appointed Proxyholds and stating that the Appointed Number
of sharescan be ascertained by multiplying the said number of American Depositary Receiptsby such
number which for the time being is equal to the number of shareswhich any one American Depositary
Receiptrepresents.156.2
    
    The ADR Depositarymust let anyone whom the directors nominate inspect the Proxy
Registerduring usual business hours on a working day. The ADR Depositarymust also provide, as
soon as possible, any information contained in the Proxy Registerif it is demanded by the Company
or its agents.157
    
    Appointed Proxies can only attend General Meetings if properly appointedAn Appointed Proxymay only attend a General Meetingif he provides the Companywith
evidence in writing of his appointment by the ADR Depositaryfor that General Meeting. This
must be in a form agreed between the directors and the ADR Depositary.158
    
    Rights of Appointed ProxiesSubject tothe Companies Actsand these Articlesand so long as the Depositary Sharesare
sufficient to include an Appointed Proxys Appointed Number:
 - 73 -




---



##### 




    
    at a General Meetingwhich an Appointed Proxyis entitled to attend, he is entitled
to the same rights and has the same obligations in relation to his Appointed Numberof
sharesas if the ADR Depositarywas the registered holder of such sharesand he had
been validly appointed in accordance with Articles 69 to 71 by the ADR Depositaryas
its proxyin relation to those shares; and
    
    an Appointed Proxycan himself appoint another person to be his proxyin relation
to his Appointed Numberof shares, as long as the appointment is made and deposited in
accordance with Articles 69 to 71 and, if it is, the provisions of these Articleswill
apply to such an appointment as though the Appointed Proxywas the registered holder
of such sharesand the appointment was made by him in that capacity.
 159
    
    Sending information to an Appointed ProxyThe Companycan send to an Appointed Proxyat his address in the Proxy Registerall the
same documents which are sent to shareholders.160
    
    The Company can pay dividends to an Appointed ProxyThe Companycan pay to an Appointed Proxyat his address in the Proxy Registerall
dividends or other moneys relating to the Appointed Proxys Appointed Numberof sharesinstead
of paying this amount to the ADR Depositary. If the Companydoes this, it will not have any
obligation to make this payment to the ADR Depositaryas well.161
    
    The Proxy Register may be fixed at a certain date161.1
    
    In order to determine which persons are entitled as Appointed Proxiesto:
 
    
    exercisethe rights conferred by Article 158;
    
    receive documents sent pursuant to Article 159; and
    
    be paid dividends pursuant to Article 160
 Appointed Number shares Appointed Proxy ADR Depositary Appointed Proxies Proxy
Register Record Date ADR Depositary Company
 161.2
    
    When a Record Dateis determined for a particular purpose:
 
    
    the Appointed Numberof sharesin respect of an Appointed Proxywill be
treated as the number appearing against his name in the Proxy Registeras at the
close of business on the Record Date;
    
    this can be shown by setting out the number of American Depositary Receipts
which each Appointed Proxyholds and stating that the number of sharescan be
ascertained by multiplying the said number of American Depositary Receiptsby
such number which for the time being is equal to the number of shareswhich any
one American Depositary Receiptrepresents; and
 - 74 -




---



##### 




    
    changes to entries in the Proxy Registerafter the close of business on the
Record Datewill be ignored in determining the entitlement of any person for the
purpose concerned.
 162
    
    The nature of an Appointed Proxys interestExcept as required by the Companies Acts, no Appointed Proxywill be recognised by the
Companyas holding any interest in sharesupon any trust. Except for recognising the rights
given in relation to General Meetings by appointments made by Appointed Proxiespursuant to
Article 158, the Companyis entitled to treat any person entered in the Proxy Registeras an
Appointed Proxyas the only person (other than the ADR Depositary) who has any interest in the
sharesin respect of which the Appointed Proxyhas been appointed.163
    
    Validity of the appointment of Appointed Proxies163.1
    
    If any question arises as to whether any particular person or persons has or have
been validly appointed to vote (or exerciseany other right) in respect of any shares(for example
because the total number of sharesin respect of which appointments are recorded in the Proxy
Registeris more than the number of Depositary Shares) this question will, if it arises at or in
relation to a General Meetingbe determined by the chairman of the General Meeting. His decision
(which can include declining to recognise a particular appointment or appointments as valid) will,
if made in good faith, be final and binding on all persons interested.163.2
    
    If a question of the type described in Article 163.1 arises in any circumstances
other than at or in relation to a General Meeting, the question will be determined by the
directors. Their decision (which can include declining to recognise a particular appointment or
appointments as valid) will also, if made in good faith, be final and binding on all persons
interested.
 Approved Depositaries
 164
    
    Appointments164.1
    
    Subject tothese Articlesand the relevant Actor Acts, an Approved Depositary
can appoint as its proxyor proxies in relation to any Ordinary Shareswhich it holds, anyone it
thinks fit and can decide how and on what terms to appoint them. Each appointment must state the
number of Ordinary Sharesit relates to and the total number of Ordinary Sharesin respect of which
appointments exist at any time must not be more than the total number of Depositary Shareswhich
are registered in the name of the Approved Depositaryor its nominee at that time.164.2
    
    The Approved Depositarymust keep a register (the Nominated Proxy Register) of
each person it has appointed as a Nominated Proxyunder Article 164.1 and the Appointed Number. The
directors will decide what information about each Nominated Proxyis to be recorded in the
Nominated Proxy Register. Any person authorised by the Companymay inspect the Nominated Proxy
Registerduring usual business hours and the Approved
 - 75 -




---



##### 



Depositarywill give such person any information which he requests as to the contents of the
Nominated Proxy Register.165
    
    Rights of Nominated Proxies165.1
    
    A Nominated Proxymay only attend a General Meetingif he provides the Company
with evidence in writing of his appointment as such. This must be in a form agreed between the
directors and the Approved Depositary.165.2
    
    Subject tothese Articlesand the relevant Actor Acts, and so long as the
Approved Depositaryor a nominee of the Approved Depositaryholds at least his Appointed Numberof
Ordinary Shares, a Nominated Proxyis entitled to attend a General Meetingwhich holders of
Ordinary Sharesare entitled to attend, and he is entitled to the same rights, and subject tothe
same obligations, in relation to his Appointed Numberof Depositary Sharesas if he had been
validly appointed in accordance with Articles 69 to 73 by the registered holder of these shares as
its proxyin relation to those shares.165.3
    
    A Nominated Proxymay appoint another person as his proxyfor his Appointed
Numberof Depositary Shares, as long as the appointment is made and deposited in accordance with
Articles 69 to 73, and these Articlesapply to that appointment and to the person so appointed as
though those Depositary Shareswere registered in the name of the Nominated Proxyand the
appointment was made by him in that capacity. The directors may require such evidence as they think
appropriate to decide that such appointment is effective.165.4
    
    For the purposes of determining who is entitled as a Nominated Proxyto exercise
the rights conferred by Articles 165.2 and 165.3 and the number of Depositary Sharesin respect of
which a person is to be treated as having been appointed as a Nominated Proxyfor these purposes,
the Approved Depositarycan decide that the Nominated Proxieswho are so entitled are the people
entered in the Nominated Proxy Registerat a time and on a date (a Record Time) agreed between the
Approved Depositaryand the Company.165.5
    
    When a Record Timeis decided for a particular purpose:-
 
    
    a Nominated Proxyis to be treated as having been appointed for that purpose for
the number of sharesappearing against his name in the Nominated Proxy Registeras at
the Record Time; and
    
    changes to entries in the Nominated Proxy Registerafter the Record Timewill be
ignored for this purpose.
 165.6
    
    Except for recognising the rights given in relation to General Meetingsby
appointments made by Nominated Proxiespursuant to Article 165.3, the Companyis entitled to treat
any person entered in the Nominated Proxy Registeras a Nominated Proxyas the only person (other
than the Approved Depositary) who has any interest in the Depositary Sharesin respect of which the
Nominated Proxyhas been appointed.165.7
    
    At a General Meetingthe chairman of the General Meetinghas the final decision
as to whether any person has the right to vote or exerciseany other right relating to any
Depositary Shares. In any other situation, the directors have the final decision as to whether any
person has the right to exerciseany right relating to any Depositary Shares.
 - 76 -




---



##### 



Glossary
 About the glossary
 Companys Articles Articles
 abrogate special rights share abrogated
 accrue accruing
 adjourned shareholders meeting adjourned adjourn
 agent
 allot shares allotted share share share allotted shareholders share issued
 allottee share allotted renunciation
 asset
 attorney attorney power of attorney
 automatically entitled to a share by law shares shares shareholder shareholders personal representatives shareholder trustee
 beneficial interest trustee shares beneficial interest shares
 brokerage company issuing shares shares
 call call shares Company issues shares partly-paid Company shares called share share fully-paid share
 capital redemption reserve reserve company Companys shares redeemed Companys redemption
 casual vacancy
 - 77 -




---



##### 



Articles
 charge lien and charge
 consolidate shares consolidated shares shares consolidated share
 cumulative dividends company shareholder company non-cumulative dividend
 debenture debenture company
 declare declared
 dividend arrears dividend arrears shares cumulative
 documents of title
 electronically electronic means
 executed executed
 exercise exercised
 forfeit share forfeited shareholder Company call partly-paid share
 fully-paid shares Company share share fully-paid share
 good title good title share
 holding company company company shares holding company company company subsidiary holding company
 indemnity indemnity indemnity indemnify
 in issue issue
 instruments
 issue issued shareholder share shareholders Register shareholders shares issued in issue
 liabilities
 liable jointly and severally liable jointly and severally
 - 78 -




---



##### 



lien and charge Company lien and charge shares shares shares
 members shareholders
 nominal value nominal value share nominal value 3 7 Ordinary Shares 3 7 share Company issues shares premium nominal value shares stock nominal value nominal value par value
 non-cumulative dividends non-cumulative Company shareholder cumulative
dividend.
 ordinary resolution
 par value nominal value
 partly-paid shares share partly-paid called
 personal representatives personal representatives personal representatives
 poll poll Companies Acts poll shareholder shares Ordinary Shareholder share poll show of hands shares
 power of attorney
 pre-emption rights shareholders Companies Acts issued shares securities
 premium Company issues share nominal value nominal value nominal value premium
 proxy proxy shareholder shareholders meeting shareholder proxy proxy form proxy shareholder shareholders meeting proxy exercise shareholder
 proxy form shareholder proxy shareholders meeting proxy form Company
 - 79 -




---



##### 



quorum shareholders
 rank & ranking shareholders rank ranking shares share ranks share Companys shares rank shares shares rank shares rank shares rank Companys shares rank Companys Fixed Rate Shares rank Ordinary
Shares shares rank shares shares
 recognised investment exchange shares London Stock Exchange recognised investment exchange
 redeem and redemption share redeemed Company share issued redemption share redeemed redeemable share
 relevant system CREST Regulations shares relevant system
 renunciation share allotted share renounced allottee renunciation
 requisition a meeting shareholders shareholders meeting. shareholders issued shares
 reserve fund reserves company shareholders reserve fund company capital redemption reserve share premium account reserve funds
 revoke
 securities shares instruments company share assets company company security
 share premium account share issued Company nominal value nominal value nominal value premium premiums reserve fund share premium account
 show of hands shareholder shareholders meeting poll shares
 - 80 -




---



##### 



special notice Companies Acts special notice Companies Acts Company shareholders meeting
 special resolution
 special rights rights shares rights shares special rights shares rank assets
 statutory declaration
 stock shares stock Company shareholder shares stock
 stockholder stock
 subject to subject to
 subordinate ranks
 subsidiary Companies Act 2006. company company Company shares subsidiary company
 subsidiary undertaking Companies Acts subsidiary company company company
 
    
    has a majority of the votes in the companyeither alone, or acting with others;
    
    is a shareholderwho can appoint or remove a majority of the directors; or
    
    can exercisedominant influence over the companybecause of anything in the Companys
Articles, or because of a certain kind of contract.
 treasury shares shares company Companies Act 2006
 trustees trustees
 uncertificated proxy instruction relevant
system relevant system Companys
 unincorporated associations
 warrant dividend warrant
 - 81 -




---



##### 



wind up company company wound up assets assets shareholders Shares rank Companys assets shares rank
 - 82 -