Exhibit 1.0

No.348312

THE COMPANIES ACTS 1929 to 1985

---

PUBLIC COMPANY LIMITED BY SHARES

---

MEMORANDUM OF ASSOCIATION(as amended by Special Resolution passed on 29th June, 1983)

AND

ARTICLES OF ASSOCIATION

(as adopted by Special Resolution passed on 10th March, 1989
and amended by Special Resolutions passed on 30th June, 1989,
27th March 1990, 6th March 1991, 25th February 1993,
5th January, 1994, 23rd February 1994, 15th February 1995,
5th February 1997, 23rd February 2000, 28th February 2002
and 13th January 2004)

OF

CARLTON COMMUNICATIONS Plc

(Incorporated the 11th day of January, 1939.
Reregistered as a public limited company
pursuant to the provisions of the Companies
Act 1980 on 10th July, 1981)

---

No.348312

THE
COMPANIES ACTS 1929 TO 1985

---

PUBLIC
COMPANY LIMITED BY SHARES

---

MEMORANDUM
OF ASSOCIATION

(as
amended by Special Resolution passed on 29th June, 1983)


of 

CARLTON
COMMUNICATIONS Plc*

---

---

---

---

---

And
it is hereby declared that the word "company" in this Clause shall be deemed to include any person or partnership or other body of persons whether domiciled in the United Kingdom or
elsewhere, and words denoting the singular number only shall include the plural number and vice versa, and so that the objects specified in each paragraph of this Clause shall, except where otherwise
expressed in such paragraph, be regarded as independent objects, and in no way limited or restricted by reference to or inference from the terms of any other paragraph or the name of the Company.

---

At
an Extraordinary General Meeting of the Company held on 3rd December, 1979 a Special Resolution was passed redesignating 100 "A" Ordinary Shares of £1 each as 100 "B"
Ordinary Shares of £1 each.

At
an Extraordinary General Meeting of the Company held on 22nd June 1981, a Special Resolution was passed to increase the authorised share capital to £50,000 by the
creation of 24,500 "A" Ordinary Shares of £1 each and 24,500 "B" Ordinary Shares of £1 each.

At
an Extraordinary General Meeting of the Company held on 7th August 1981 the following Special Resolutions were passed:-

At
an Extraordinary General Meeting of the Company held on 24th February 1983, a Special Resolution was passed increasing the authorised share capital of the Company to
£500,000 by the creation of 5,000,000 Ordinary Shares of 5p each.

At
an Extraordinary General Meeting of the Company held on 1st August 1983, an Ordinary Resolution was passed increasing the authorised share capital of the Company to
£750,000 by the creation of 5,000,000 Ordinary Shares of 5p each.

---

At
an Extraordinary General Meeting of the Company held on 6th January 1984, an Ordinary Resolution was passed increasing the authorised share capital of the Company to
£1,000,000 by the creation of 5,000,000 Ordinary Shares of 5p each.

At
an Extraordinary General Meeting of the Company held on 4th July 1984, an Ordinary Resolution was passed increasing the authorised share capital of the Company to
£1,085,000 by the creation of 1,700,000 Ordinary Shares of 5p each.

At
an Annual General Meeting of the Company held on 27th February 1985, a Special Resolution was passed increasing the authorised share capital of the Company to
£1,700,000 by the creation of 12,300,000 Ordinary Shares of 5p each.

At
an Extraordinary General Meeting of the Company held on 8th January 1987, a Special Resolution was passed increasing the authorised share capital of the Company to
£2,500,000 by the creation of 16,000,000 Ordinary Shares of 5p each.

At
an Extraordinary General Meeting of the Company held on 24th June 1987, an Ordinary Resolution was passed increasing the authorised share capital of the Company to
£4,500,000 by the creation of 40,000,000 Ordinary Shares of 5p each.

At
an Annual General Meeting of the Company held on 1st March 1988, an Ordinary Resolution was passed increasing the authorised share capital of the Company to
£5,000,000 by the creation of 10,000,000 Ordinary Shares of 5p each.

At
an Extraordinary General Meeting of the Company held on 7th October 1988, a Special Resolution was passed increasing the authorised share capital of the Company to
£9,500,000 by the creation of 90,000,000 Ordinary shares of 5p each.

At
an Extraordinary General Meeting of the Company held on 7th October 1988, a Special Resolution was passed increasing the authorised share capital of the Company to
£22,100,000 by the creation of an additional 82,000,000 new Ordinary shares of 5p each in the capital of the Company rankingpari passuin
all respects with the existing Ordinary shares of 5p each in the capital of the Company and 170,000,000 6.5p (net) Cumulative Convertible Redeemable Preference shares of 5p each in the capital of the
Company having the rights and being subject to the restrictions set out in the Articles of Association as amended by that Resolution.

At
an Extraordinary General Meeting of the Company held on 5th January, 1994, a Special Resolution was passed increasing the authorised share capital of the Company to
£35,650,000 and US$150,000 by the creation of an additional 51,000,000 new Ordinary shares of 5p each rankingpari passuin all respects
with the existing Ordinary shares of 5p each in the capital of the Company; 220,000,000 new 5.5p (net) cumulative convertible preference shares of 5p each in the capital of the Company having the
rights and being subject to the restrictions set out in the Articles of Association as amended by that Resolution and 15,000,000 dollar denominated redeemable preference shares of US$0.01 each par
value having the rights and being subject to restrictions set out in the Articles of Association, as amended by special resolution passed on 5th January, 1994.

At
an Annual General Meeting of the Company held on 20th February 1996, an Ordinary Resolution was passed increasing the authorised share capital of the Company from
£35,650,000 to £69,500,000 by the creation of 677,000,000 Ordinary shares of 5p each.

At
an Annual General Meeting of the Company held on 28th February 2002, a Special Resolution was passed reclassifying the remaining 12,782,752 authorised but unissued 5.5p (net)
Cumulative Convertible Preference shares of 5 pence each into 12,782,752 Ordinary shares of 5 pence each.

WE,
the several persons whose names and addresses are subscribed, are desirous of being formed into a Company in pursuance of this Memorandum of Association, and we respectively agree to
take the number of shares in the capital of the Company set opposite our respective names.

---

|                                                                                                   
|---------------------------------------------------------------------------------------------------
|NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS                                                   
|                                                                                                   
|RODERICK EDWARD WALKER
Articled Clerk with
Biddle Thorne Welsford & Gait
22 Aldermanbury
London EC2
|J KETTLE
Articled Clerk with
Biddle Thorne Welsford & Gait
22 Aldermanbury
London EC2              
|                                                                                                   

DATED
this 5th day of January 1939

WITNESS
to the above Signatures:-

W.
O'NEILL
Managing Clerk to Biddle & Co.
22 Aldermanbury
London E.C.2.

Solicitors

---

THE COMPANIES ACTS 1929 TO 1985

---

PUBLIC
COMPANY LIMITED BY SHARES

---

ARTICLES OF ASSOCIATION    OF    CARLTON COMMUNICATIONS Plc

(as
adopted by Special Resolution passed on 10th March, 1989
and amended by Special Resolutions passed on 30th June, 1989
27th March 1990, 6th March, 1991, 25th February, 1993,
5th January, 1994, 23rd February, 1994, 15th February 1995,
5th February 1997, 23rd February 2000, 28th February 2002
and 13th January 2004)

---

INDEX

TO

ARTICLES
OF ASSOCIATION

|MATTER                             |                                      | ARTICLE NUMBER
|---------------------------------- | ------------------------------------ | --------------
|Accounts                           |                                      | 145146       
|Bills, Notes, Cheques and Receipts |                                      | 151           
|Capitalisation of Profits          |                                      | 143           
|Destruction of Documents           |                                      | 158           
|Directors                          |                                      | 8488         
|                                   | Alternate                            |               
|                                   | Borrowing Powers                     |               
|                                   | Disqualification                     |               
|                                   | Local Management                     |               
|                                   | Managing and Executive               |               
|                                   | Powers and Duties                    |               
|                                   | Proceedings                          |               
|                                   | Retirement, Election and Appointment |               
|Dividends                          |                                      | 131142       
|Division of Assets in specie       |                                      | 159           
|Forfeiture and Lien                |                                      | 2332         
|General Meetings                   |                                      | 5274         
|Increase and Reduction of Capital  |                                      | 4951         
|Indemnity                          |                                      | 161           
|Notices                            |                                      | 152156       
|Preliminary                        |                                      | 12           
|President                          |                                      | 102           
|Provision for Employees            |                                      | 160           
|Record Dates                       |                                      | 144           
|Reserves                           |                                      | 130           
|Seals                              |                                      | 147150       
|Secretary                          |                                      | 129           

---

|Share Capital       |                                 | 310 
|------------------- | ------------------------------- | -----
|                    | Calls on Shares                 |      
|                    | Certificates                    |      
|                    | Consolidation and sub-division  |      
|                    | Conversion of Shares into Stock |      
|                    | Share Warrants                  |      
|                    | Transfer of Shares              |      
|                    | Transmission of Shares          |      
|Untraced Members    |                                 | 157  
|Variation of Rights |                                 | 8283
|Voting              |                                 | 7581

---



THE COMPANIES ACT 1929
and
THE COMPANIES ACT 1985

---

PUBLIC
COMPANY LIMITED BY SHARES

---

ARTICLES
OF ASSOCIATION
OF
CARLTON COMMUNICATIONS Plc

(as
adopted by Special Resolution passed on 10th March, 1989
and amended by Special Resolutions passed on 30th June, 1989,
27th March, 1990, 6th March, 1991, 25th February, 1993,
5th January, 1994, 23rd February, 1994, 15th February 1995,
5th February 1997, 23rd February 2000, 28th February 2002
and 13th January 2004)

PART I.PRELIMINARY

Interpretation

1.    The
headings hereto shall not affect the construction hereof, and in these Articles unless there be something in the subject or context inconsistent therewith:-



1

---



Table "A" not to apply

2.    None
of the regulations contained in Table "A" in the Schedule to the Companies (Tables A to F) Regulations 1985 as amended from time to time shall apply to the Company except
so far as embodied in any of the following Articles, which shall be the regulations for the management of the Company.

PART II.SHARE CAPITAL

**3.    The
capital of the Company at the date of adoption of this Article is £69,500,000 being divided into 1,221,244,098 Ordinary shares of 5p each ("Ordinary shares") and
168,755,902 6.5p (net) Cumulative Convertible Redeemable Preference shares of 5p each ("Convertible Preference shares") and US$150,000 divided into 15,000,000 dollar-denominated redeemable preference
shares of US$0.01 each par value (the "Dollar preference shares").

2

---

The
Convertible Preference shares shall have the following rights:



---



3

---



4

---



5

---





6

---



7

---



8

---



| |  |            
| |  | -----------
| |  | A × C
B + C





9

---



10

---







11

---





12

---







14

---



15

---



| |  | Anniversary of Issue Date (12 month period commencing on the following day) |  | Percentage
| |  | --------------------------------------------------------------------------- |  | ----------
| |  | 5th                                                                         |  | 4.5%      
| |  | 6th                                                                         |  | 3.6%      
| |  | 7th                                                                         |  | 2.7%      
| |  | 8th                                                                         |  | 1.8%      
| |  | 9th                                                                         |  | 0.9%      



16

---



17

---



18

---



19

---



20

---



3B.    (A)    The
A Ordinary shares shall have the same rights as and rankpari passuin all respects with the Ordinary shares save
that:



(B)    If
the scheme of arrangement dated 8 December 2003 between the Company and the holders of the Ordinary shares (the "Scheme") together with the reduction of
capital involved therein has not become effective within 14 days of the Order Date (as defined in the Scheme), this article 3B shall be revoked and shall cease to have any effect and all
of the A Ordinary shares and the Ordinary shares of the Company shall rankpari passuand form one uniform class of Ordinary shares.

Allotment of Shares

4.    (A)    Subject
to provisions of the Act and any relevant authority of the Company in General Meeting required by the Act, the Directors shall have unconditional authority to
allot, grant options over, offer or otherwise deal with or dispose of any shares of the Company to such persons, at such times and generally on such terms and conditions as they may determine.

(B)    (i)    The
Directors shall be generally and unconditionally authorised pursuant to and in accordance with Section 80 of the Act to exercise for each
prescribed period all the powers of the Company to allot relevant securities up to an aggregate nominal amount equal to the Section 80 Amount.

(ii)    During
each prescribed period the Directors shall be empowered to allot equity securities wholly for cash pursuant to and within the terms of the said authority:-



as
if Section 89(1) of the Act did not apply to any such allotment.

(iii)    By
such authority and power the Directors may during such period make offers or agreements which would or might require the allotment of securities after the expiry of
such period.

(iv)    For
the purposes of this Article:-



21

---



Shares may be issued subject to different conditions as to Calls

5.    The
Directors may make arrangements on the issue of shares for a difference between the holders of such shares in the amount of Calls to be paid and the time of payment of such Calls
except as between holders of shares of the same class.

Instalments on Shares to be duly paid

6.    If
by the conditions of allotment of any share the whole or part of the issue price thereof shall be payable by instalments, every such instalment shall, when due, be paid to the
Company by the person who for the time being shall be the registered holder of the share.

Liability of joint holders of Shares

7.    (A)    The
Company shall not be bound to register more than four persons as the holders of a share on joint account.

(B)    The
joint holders of a share shall be severally as well as jointly liable for payment of all instalments and Calls in respect of such share, and any one of such persons
may give an effectual receipt for any return of capital payable in respect of such share.

Payment of commission

8.    In
addition to all other powers of paying commissions, the Company may exercise the powers conferred by the Act of paying commissions to any person in consideration of his subscribing
or agreeing to subscribe, whether absolutely or conditionally, for any shares in the Company or procuring or agreeing to procure subscriptions, whether absolute or conditional, for any shares in the
Company. Such commission may be satisfied by payment of cash or (with the sanction of an Ordinary Resolution of the Company) the allotment of fully or partly paid shares or partly in one way and
partly in the other. The Company may also on any issue of shares pay such brokerage as may be lawful.

22

---

Trusts not recognised

9.    Save
as herein otherwise provided or as by the Act otherwise required the Company shall be entitled to treat the registered holder of any share as the absolute owner thereof, and
accordingly shall not except as ordered by a Court of competent jurisdiction or required by law be bound to recognise any equitable, contingent, future, partial or other claim to or interest in any
share on the part of any other person except an absolute right to the entirety thereof in the registered holder or, in the case of a share warrant, in the bearer of the share warrant for the time
being.

Uncertificated Shares

10.    (A)    Subject
to the Act and all statutes and subordinate legislation for the time being in force concerning companies (so far as it applies to the Company), the Directors
may resolve that a class of shares is to become a participating security and that a class of shares shall cease to be a participating security.

(B)    Uncertificated
shares of a class are not to be regarded as forming a separate class from certificated shares of that class.

(C)    A
member may, in accordance with the Uncertificated Securities Regulations, change a share of a class which is a participating security from a certificated share to an
uncertificated share and from an uncertificated share to a certificated share.

(D)    The
Company may give notice to a member requiring the member to change uncertificated shares to certificated shares by the time stated in the notice. The notice may also
state that the member may not change certificated shares to uncertificated shares. If the member does not comply with the notice, the board may authorise a person to change the uncertificated shares
to certificated shares in the name and on behalf of the member.

(E)    While
a class of shares is a participating security, these Articles only apply to an uncertificated share of that class to the extent that they are consistent with:



CERTIFICATES

Certificates

11.    Every
certificate of title to shares shall be executed under the Common Seal of the Company or under the Official Seal kept by the Company by virtue of Section 40 of the Act or
in such other manner as the Board having regard to the terms of issue and any listing requirements may authorise. The Board may by resolution decide, either generally or in any particular case or
cases, that any signatures on any share certificates need not be autographic but may be applied to the certificates by some mechanical means or may be printed on them or that the certificates need not
be signed by any person.

23

---

Members right to certificates

12.    (A)    Every
Member (except a Stock Exchange nominee in respect of whom the Company is not required by law to complete and have ready a certificate) on becoming the holder
of a certificated share shall be entitled within the time specified by the Act or, if this is earlier, within any prescribed time limit or within a time specified when the shares were issued and
without payment to one certificate for all the certificated shares registered in his name, or in the case of certificated shares of more than one class being registered in his name, to a separate
certificate for each class of certificated shares so registered. This does not apply if the legislation allows the Company not to issue share certificates.

(B)    Where
a Member transfers part of the shares of any class registered in his name he shall be entitled without payment to one certificate for the balance of certificated
shares retained by him and registered in his name.

(C)    Every
certificate of shares shall specify the number and class and the distinguishing numbers (if any) of the certificated shares in respect of which it is issued and
the amount paid up thereon.

(D)    If
any Member shall require additional certificates he shall pay for each additional certificate such sum (if any) not exceeding 5p as the Directors shall determine.

(E)    Where
documents for registration have been lodged by a broker or other agent or through the post, delivery of any relevant certificate or of any other document due to be
returned, either to the broker or other agent or into the Post Office in a pre-paid envelope addressed to the postman by whom the documents were lodged or to the person entitled to receive
the certificate, shall be a sufficient delivery to the Member or other person entitled to receive the certificate or other document.

As to issue of a new certificate in place of one defaced, lost or destroyed

13.    Where
a certificate is worn out, defaced, lost or destroyed, the Directors shall cancel it and issue without charge a replacement certificate on such terms as to provision of evidence
and indemnity (with or without security) and subject to payment of any exceptional out-of-pocket expenses incurred by the Company in the investigation of that evidence and the
preparation of that indemnity and security as the Directors may decide, and on surrender of the original certificate (where it is worn out or defaced).

Costs

14.    Every
certificate issued under the last preceding Article shall be issued without payment, but there shall be paid to the Company a sum equal to any exceptional expenses incurred by
the Company in such investigation as the Directors think fit and in preparing any such indemnity and security as referred to in that Article.

To which of the joint holders certificates to be issued

15.    The
Company shall not be bound to issue more than one certificate in respect of certificated shares registered in the names of two or more persons and delivery of a certificate to the
person first named on the Register in respect of such shares shall be sufficient delivery to all joint holders.

CALLS ON SHARES

Calls

16.    The
Directors may, subject to the terms of allotment thereof, from time to time make such Calls as they think fit upon the Members in respect of all moneys unpaid on the shares or any
class of shares held by them respectively and each Member shall (subject to receiving at least fourteen days notice specifying when and where payment is to be made) pay to the Company as required by
the notice the amount called. Joint holders are jointly and severally liable to pay any calls in respect of their shares.

24

---

May be payable by instalments, etc.

17.    A
Call may be made payable by instalments and may, at any time before receipt by the Company of a sum due thereunder, be either revoked or postponed in whole or in part.

When Call deemed to have been made

18.    A
Call shall be deemed to have been made at the time when the resolution of the Directors authorising such Call was passed.

Instalments to be treated as Calls

19.    If
by the terms of any prospectus or by the conditions of allotment any amount is payable in respect of any shares by instalments, every such instalment shall be payable as if it were
a Call duly made by the Directors of which due notice had been given.

When interest on Calls or instalment payable

20.    If
the sum payable in respect of any Call or instalment be not paid on or before the day appointed for payment thereof, the holder for the time being of the share in respect of which
the Call shall have been made, or the instalment shall be due, shall pay interest for the same at such rate as may be fixed by the terms of allotment of the share or, if no rate is fixed, at the
appropriate rate (as defined by Section 107 of the Act) from the time appointed for payment thereof until the actual payment thereof, and shall not receive any dividend in respect of the amount
unpaid.

Payment of Calls in advance

21.    The
Directors may, if they think fit, receive from any Member willing to advance the same all or any part of the money unpaid upon the shares held by him beyond the sums actually
called up; and upon the money paid in advance, or so much thereof as from time to time exceeds the amount of the Calls then made upon the shares in respect of which such advance shall have been made,
the Company may pay interest at such rate (not exceeding, without the sanction of the Company given by Ordinary Resolution, the appropriate rate aforesaid) as the Member paying such sum in advance and
the Directors agree upon. Sums paid in advance shall not be treated as paid up on the shares in respect of which they have been paid for the purpose of dividends or otherwise until the same would, but
for such advance, have become payable.

Sums due on allotment to be treated as Calls

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

25

---

FORFEITURE AND LIEN

If Call or instalments not paid notice may be given

23.    If
any Member fails to pay any Call or instalment on or before the day appointed for the payment of the same, the Directors may at any time thereafter during such time as the Call or
instalment or any part thereof remains unpaid, serve a notice on such Member (or on any person entitled by transmission to the Shares in respect of which the Call or instalment remains unpaid)
requiring him to pay the same, together with any interest that may have accrued thereon and all expenses incurred by the Company by reason of such non-payment.

Form of Notice

24.    The
notice shall name a day (not being less than fourteen days from the date of the notice) and a place on and at which such Call or instalment and such interest and expenses as
aforesaid are to be paid. The notice shall also state that in the event of non-payment at or before the time and at the place appointed, the shares in respect of which the Call was made or
instalment is payable will be liable to be forfeited.

If Notice not complied with Shares may be forfeited

25.    If
the requirements of any such notice as aforesaid be not complied with, any shares in respect of which such notice shall have been given may at any time thereafter, and before
payment of all Calls or instalments, interest and expenses due in respect thereof, be forfeited by a resolution of the Directors to that effect. Such forfeiture shall include all dividends declared in
respect of the forfeited shares and not actually paid before the forfeiture. The Directors may accept the surrender of any share liable to be forfeited hereunder and in such case references in these
Articles to forfeiture shall include surrender.

Forfeited Shares to become the property of Company

26.    (A)    When
any share has been forfeited notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share in any manner in which
prior to forfeiture notice might have been given to such person. An entry of the forfeiture and the date thereof shall be made in the Register opposite to the share; but no forfeiture shall be in any
manner invalidated by any omission or neglect to give notice as aforesaid.

(B)    Any
share so forfeited shall be deemed to be the property of the Company, no voting rights shall be exercised in respect thereof and the Directors may within three years
of such forfeiture sell, re-allot, or otherwise dispose of the same in such manner as they think fit either to the person who was before the forfeiture the holder thereof, or to any other
person, and either with or without any past or accruing dividends, and in the case of re-allotment, with or without any money paid thereon by the former holder being credited as paid up
thereon. Any share not disposed of in accordance with the foregoing within a period of three years from the date of its forfeiture shall thereupon be cancelled in accordance with the provisions of the
Act.

(C)    A
statutory declaration that the declarant is a Director or the Secretary of the Company and that a share has been duly forfeited on the date stated in the declaration,
shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share.

Power to annul forfeiture

27.    The
Directors may at any time, before any share so forfeited shall have been cancelled or sold, re-allotted or otherwise disposed of, annul the forfeiture upon such
conditions as they think fit.

26

---



Arrears to be paid notwithstanding forfeiture

28.    Any
Member whose shares have been forfeited shall thereupon cease to be a Member in respect of such shares but shall notwithstanding be liable to pay, and shall forthwith pay to the
Company all Calls, instalments, interest and expenses owing upon or in respect of such shares at the time of forfeiture, together with interest thereon, from the time of forfeiture until payment, at
such rate as may be fixed by the terms of allotment of the shares or, if no rate is so fixed, at the appropriate rate aforesaid, and the Directors may enforce payment thereof if they think fit.

Company's lien on Shares

29.    The
Company shall have a first and paramount lien upon all the shares, other than fully paid-up shares, registered in the name of each Member (whether solely or jointly
with other persons) for any amount payable in respect of such shares, whether the due date for payment thereof shall have actually arrived or not and such lien shall apply to all dividends from time
to time declared or other moneys payable in respect of such shares. Unless otherwise agreed, the registration of a transfer of a share shall operate as a waiver of the Company's lien, if any, on such
share.

As to enforcing lien by sale

30.    (A)    For
the purpose of enforcing such lien, the Directors may sell the shares subject thereto, in such manner as they think fit, but no such sale shall be made until such
period as aforesaid shall have arrived and until notice in writing stating, and demanding payment of, the sum payable and giving notice of the intention to sell in default of such payment shall have
been served on the Member concerned (or to the person if any entitled to the shares by transmission) in any way that the Directors decide and default shall have been made by him in the payment of such
amounts payable for fourteen days after such notice.

(B)    A
statutory declaration that the declarant is a Director or the Secretary of the Company and that a share on which the Company had a lien has been sold pursuant to the
Company's due exercise of the power of sale conferred by this Article shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share.

Application of proceeds of sale

31.    The
net proceeds of any such sale, after payment of the costs thereof, shall be applied in or towards satisfaction of such part of the amount in respect of which the lien exists as is
presently payable. The residue, if any, shall (subject to a like lien for sums not presently payable as existed upon the shares before the sale) be paid to the Member or the person (if any) entitled
by transmission to the shares.

Validity of sale after forfeiture or for enforcing lien

32.    Upon
any sale or re-allotment after forfeiture or upon any sale for enforcing any lien in purported exercise of the powers hereinbefore given, the Directors may in the
case of a sale nominate some person to transfer the shares sold in the name and on behalf of the registered holder or his executors or administrators and may in any case cause the name of the
purchaser or allottee to be entered in the Register in respect of the shares sold or re-allotted, in addition in respect of any shares which are held in uncertificated form the Directors
may exercise any of the powers conferred on the Company by Article 10 to effect transfer of the shares. The purchaser or allottee shall not be bound to see to the regularity of the proceedings
or to the application of the purchase or subscription money, and after his name has been entered in the Register in respect of such shares the validity of the sale or forfeiture shall not be impeached
by any person and the remedy of any person aggrieved by the sale or forfeiture shall be in damages only and against the Company exclusively.

27

---

TRANSFER OF SHARES

Form of transfer

33.    (A)    A
member may transfer all or any of his certificated shares by instrument of transfer in writing in the usual common form or in such other form as shall be approved
by the Directors, and shall be signed by or on behalf of the transferor and (in the case of a transfer of a partly paid share) by the transferee and the transferor shall be deemed to remain the holder
of such share until the name of the transferee is entered in the Register in respect thereof.

(B)    A
member may transfer all or any of his uncertificated shares in accordance with the Uncertificated Securities Regulations and in the manner provided for in the rules
and procedures of the relevant system.

Restraint on transfer

34.    (A)    The
Directors may, in their absolute discretion and without assigning any further reason therefor, refuse to register any transfer of title to any certificated share
unless:-



(B)    Notwithstanding
the provisions of this Article, the board may refuse to register any share transfer executed by a Member who is for the time being prohibited from voting
pursuant to Article 77(A)(2) unless the transferee is an unconnected purchaser as defined in that Article 77.

(C)    If
the Board refuses to register a transfer of a certificated share it shall, within two months after the date on which the transfer was lodged with the Company, send
notice of the refusal to the transferee. Any instrument of transfer which the board refuses to register shall (except in the case of suspected fraud) be returned to the person depositing it. All
instruments of transfer which are registered may, subject to Article 158, be retained by the Company.

(D)    Subject
to the requirements of the London Stock Exchange and in accordance with the Uncertificated Securities Regulations, the Directors may refuse to register a
transfer of title for any uncertificated shares in favour of more than 4 persons jointly or in any other circumstance where the Directors are permitted by the Uncertificated Securities Regulations to
refuse to register a transfer.

Registration of transfer

35.    For
the purpose of registering a transfer of a certificated share every instrument of transfer must be left at the Transfer Office, or at such other place as the Directors may from
time to time determine, to be registered, accompanied by the certificate of the shares comprised therein, and such evidence as the Directors may reasonably require to prove the title of the
transferor, and the due execution by him of the transfer or, if the transfer is executed by some other person on his behalf the authority of that person so to do and thereupon the Directors, subject
to the power vested in them by the last preceding Article, shall register the transferee as the holder.

Fees on Registration

36.    No
fee shall be payable for registering any transfer, probate, letters of administration, certificate of marriage or death, power of attorney, or other document relating to or
affecting the title to any shares or the right to transfer the same.

28

---

Suspension of registration and closing of Register

37.    The
registration of transfers may be suspended at such times and for such period as the Directors may from time to time determine and either generally or in respect of any class of
shares; provided that the Register shall not be closed for more than thirty days in any year and that the register relating to a participating security shall not be closed without the consent of the
Operator of the relevant system.

Location of instruments of transfer

38.    All
instruments of transfer which are registered shall, subject to Article 158(A)(3), be retained by the Company, but any instrument of transfer which the Directors may refuse
to register shall (except in the case of fraud) be returned to the person depositing the same.

TRANSMISSION OF SHARES

Representatives of interest of deceased Members

39.    (A)    The
executors or administrators of a deceased Member (not being one of two or more joint holders) shall be the only persons recognised by the Company as having any
title to shares held by him alone; but in the case of shares held by more than one person, the survivor or survivors only shall be recognised by the Company as being entitled to such shares.

(B)    Nothing
in these Articles shall release the estate of the deceased Member from any liability in respect of any share which has been solely or jointly held by him.

Evidence in case of death or bankruptcy

40.    Any
person becoming entitled to a share in consequence of the death or bankruptcy of any Member may, upon such evidence being produced as may be required by the Directors, elect in
writing either to be registered as a Member (in respect of which registration no fee shall be payable) by giving notice in writing to that effect or elect to have another person registered, in which
case he shall:



The
Directors shall in either case have the like power of declining or refusing to register such transfer as is provided with respect to ordinary transfers. The Directors may at any time
give notice requiring any such person to elect as aforesaid and if such notice is not complied with within sixty days the Directors may thereafter withhold payment of all dividends and other moneys
payable in respect of such share until compliance therewith.

Rights as to dividends and voting

41.    Any
person becoming entitled to a share in consequence of the death or bankruptcy of any Member shall be entitled to, and may give a discharge for, the same dividends and other
advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, unless and until he is registered as a Member in respect of the share, be entitled in
respect of it to receive notices of or to exercise any rights conferred by membership in relation to meetings of the Company.

29

---

CONSOLIDATION AND SUB-DIVISION OF SHARES

Consolidation

42.    The
Company may by Ordinary Resolution consolidate its shares, or any of them, into shares of a larger amount.

Sub-division

43.    The
Company may by Ordinary Resolution sub-divide its shares, or any of them, into shares of a smaller amount, and may by such resolution determine that, as between the
holders of the shares resulting from such sub-division, one or more of such shares shall have some preferred or other advantage as regards dividend, capital, voting or otherwise over or
shall have such deferred rights or be subject to such restrictions as compared with the other or others as the Company has power to attach to shares upon the allotment thereof.

Fractions

44.    Subject
to any direction by the Company in General Meeting, whenever as the result of any consolidation or sub-division of shares Members of the Company are entitled to
any issued shares of the Company in fractions, the Directors may deal with such fractions as they shall determine and in particular may sell the shares to which Members are so entitled in fractions
for the best price reasonably obtainable and pay and distribute to and amongst the Members entitled to such shares in due proportions the net proceeds of the sale thereof. For the purpose of giving
effect to any such sale the Directors may nominate some person to transfer the shares sold on behalf of the Members so entitled to the purchaser thereof and may cause the name of the purchaser to be
entered in the Register as the holder of the shares comprised in any such transfer and he shall not be bound to see to the application of the purchase money nor shall his title to the shares be
affected by any irregularity or invalidity in the proceedings in reference to the sale.

CONVERSION OF SHARES INTO STOCK

Paid up Shares convertible into Stock

45.    The
Company may by Ordinary Resolution convert any fully paid up shares into stock of the same class as the shares which shall be so converted, and reconvert such stock into fully
paid up shares of the same class and of any denomination.

Transfer of Stock

46.    When
any shares have been converted into stock, the several holders of such stock may thenceforth transfer their respective interests therein, or any part of such interests, in the
same manner and subject to the same regulations as and subject to which any shares in the capital of the Company may be transferred, or as near thereto as circumstances admit, but the Directors may
from time to time fix the minimum units of stock transferable (which minimum units shall not exceed the nominal amount of the shares from which the stock arose), and direct that stock may only be
transferred in such minimum units or multiples of minimum units and that fractions of the minimum units shall not be transferred, but with power at their discretion to waive such rules in any
particular case.

30

---

Privilege of Stock-holders

47.    The
several holders of such stock shall be entitled to participate in the dividends and profits of the Company according to the class of stock and the amount of their respective
interests in such stock, and such interests shall, in proportion to the amount thereof, confer on the holders thereof respectively the same privileges and advantages for the purpose of voting at
meetings of the Company and for other purposes as would have been conferred by shares of the same class of equal amount in the capital of the Company, but so that none of such privileges or
advantages, except the participation in the dividends and profits of the Company and in the assets of the Company on a winding up shall be conferred by any such amounts of stock as would not, if
existing in the shares, have conferred such privileges or advantages.

Definitions

48.    All
such provisions of these Articles relating to shares as are applicable to fully paid up shares shall apply to stock, and in all such provisions the words "share" and "Member"
shall include "stock" and "stockholder" respectively. No such conversion shall affect or prejudice any preference or other special privilege.

Share Warrants

48A.    (A)    The
Company with respect to fully paid shares may issue share warrants stating that the bearer is entitled to the shares therein specified, and may provide by
coupons or otherwise for the payment of future dividends or other moneys on or in respect of the shares included in such share warrants.

(B)    A
share warrant shall entitle the bearer thereof to the shares included in it, and the shares may be transferred by the delivery of the share warrant, and the provisions
of these Articles with respect to share certificates, liens, calls on shares and forfeiture, disclosure of interests, transfer of shares and transmission of shares shall not apply in relation to share
warrants or to the holder thereof. Each share warrant shall be issued under the Common Seal or the Official Seal.

(C)    The
Directors shall be at liberty to accept a certificate (in such form and from such person as the Directors may approve) to the effect that a specified person is shown
in the records of the person issuing such certificate as being entitled to the shares comprised in a specified share warrant as sufficient evidence of the facts stated in such certificate and may
treat the deposit of such certificate at the Office (or any other place specified from time to time by the Directors) as equivalent to the deposit there of the share warrant, and may
(inter alia) allot to the person named in such certificate any share to which the bearer of the share warrant referred to in such certificate may be
entitled and the rights of the allottee to the allotment shall not, after allotment, be questioned by any person.

(D)    The
Directors may determine and from time to time vary the conditions upon which share warrants shall be issued, and in particular (but without limitation) upon which a
new share warrant or coupon will be issued in the place of one worn out, defaced, lost or destroyed (provided that no new share warrant may be issued to replace one that has been lost unless the
Directors are satisfied beyond reasonable doubt that the original share warrant has been destroyed), upon which (subject as hereinafter provided) the bearer of a share warrant shall be entitled to
attend and vote at general meetings, upon which the holder of a share warrant is entitled to receive payments of dividends and other distributions in respect thereof, upon which notices are given to
holders of share warrants and upon which a share warrant may be surrendered and the name of the holder entered in the register of members in respect of the share therein specified. Subject to such
conditions and to these Articles, the bearer of a share warrant shall be subject to the conditions for the time being in force relating to share warrants, whether made before or after the issue of
such share warrant.

31

---

(E)    Subject
to any conditions for the time being in force relating to share warrants and as otherwise expressly provided in these Articles, the bearer of a share warrant may
at any time deposit the share warrant at the Office (or at such other place as the Directors may from time to time appoint) and, so long as the share warrant remains so deposited, the depositor shall
have the same rights of signing a requisition for calling a meeting of the Company, of giving notice of intention to submit a resolution to a meeting and of attending and voting, giving a proxy and
exercising the other privileges of a member at any meeting held after the expiration of forty-eight hours from the time of deposit, as if his name were inserted in the register of members as the
holder of the shares included in the deposited share warrant. Not more than one person shall be recognised as a depositor of any share warrant. Every share warrant which shall have been so deposited
as aforesaid shall remain so deposited until after the closing of the meeting at which the depositor desires to attend or to be represented.

(F)    Subject
as otherwise expressly provided in these Articles or in any conditions for the time being in force relating to share warrants, no person shall, as bearer of a
share warrant, be entitled to sign a requisition calling for a meeting of the Company or give notice of intention to submit a resolution to a meeting or attend or vote or give a proxy or exercise any
other privilege of a member at a meeting of the Company, but the bearer of a share warrant shall be entitled in all respects to the same privileges and advantages as if he were named in the register
of members as the holder of the shares included in the share warrant, and he shall be deemed to be a member of the Company.

INCREASE OR REDUCTION OF CAPITAL

Increase of Capital

49.    The
Company may, from time to time, by Ordinary Resolution, increase its capital by the creation of new shares, such increase to be of such aggregate amount and to be divided into
shares of such respective amounts as the resolution may prescribe. Subject to such privileges, priorities, or conditions as are or may be attached thereto, all new shares shall be subject to the same
provisions in all respects as if they had been part of the original capital.

Power to attach rights and issue redeemable shares

50.    Any
new shares in the capital of the Company may be allotted with such preferential right to dividend and such priority in the distribution of assets, or subject to such postponement
of dividends or in the distribution of assets, and with or subject to such preferential or limited or qualified right of voting at General Meetings as the Company may from time to time by Ordinary
Resolution determine, or, if no such determination be made, as the Directors shall determine, but so that the rights attached to any issued shares as a class shall not be varied except with the
consent of the holders thereof duly given under the provisions of these Articles. Subject as aforesaid any shares in the capital of the Company may be issued on the terms that they are, or, at the
option of the Company, are to be liable to be redeemed.

Reduction of Capital and Purchase of own Shares

51.    (A)    The
Company may from time to time by Special Resolution reduce its share capital, any capital redemption reserve fund and any share premium account or any other
undistributable reserve in any manner authorised by law. The Company may also by Ordinary Resolution cancel any shares not taken or agreed to be taken by any person and diminish the amount of its
share capital by the nominal value of the shares so cancelled.

(B)    Subject
to the provisions of these Articles, the Company may purchase its own shares (including any redeemable shares) in any manner authorised by law.

32

---

PART III.GENERAL MEETINGS

Annual General Meeting

52.    Annual
General Meetings shall be held at such time and place as may be determined by the Directors.

Extraordinary General Meeting

53.    All
General Meetings of the Company other than Annual General Meetings shall be called Extraordinary General Meetings.

When Extraordinary General Meeting to be called

54.    The
Directors may, whenever they think fit, convene an Extraordinary General Meeting of the Company, and Extraordinary General Meetings shall also be convened on such requisition or
in default may be convened by such requisitionists as provided by the Act. Any meeting convened under this Article by requisitionists shall be convened in the same manner as nearly as possible as that
in which meetings are to be convened by the Directors. At any meeting convened on such requisition or by such requisitionists no business shall be transacted except that stated on the requisition or
proposed by the Board.

Notice of Meetings

55.    (A)    An
Annual General Meeting and an Extraordinary General Meeting called for the passing of a Special Resolution shall be called by not less than twenty-one
days' notice in writing, and all other Extraordinary General Meetings of the Company shall be called by not less than fourteen days' notice in writing. The notice shall be exclusive of the day on
which it is served or deemed to be served and of the day for which it is given and shall specify the place, the day and hour of meeting, and in case of special business the general nature of such
business. The notice shall be given to the Members, other than such as, under the provisions of these Articles or the terms of issue of the shares they hold, are not entitled to receive notice from
the Company, to the Directors and to the Auditors. A notice calling an Annual General Meeting shall specify the meeting as such and the notice convening a meeting to pass a Special Resolution or an
Extraordinary Resolution as the case may be shall specify the intention to propose the Resolution as such.

(B)    Subject
to the Act and all statutes and subordinate legislation concerning companies for the time being in force (so far as it applies to the Company), the Directors may
determine that persons entitled to receive notices of meeting are those persons entered on the register at the close of business on a day determined by the Directors which shall not be more than
21 days before the day that the relevant notice of meeting is sent. The notice of meeting may also specify a time (which shall not be more than 48 hours before the time fixed for the
meeting) by which a person must be entered on the register in order to have the right to attend or vote at the meeting. Changes to entries on the register after the time so specified in the notice
shall be disregarded in determining the rights of any person to attend or vote.

(C)    In
this article reference to notice in writing include the use of electronic communications and publications on a web site in accordance with the relevant legislation.

Meetings at Short Notice

56.    A
General Meeting shall, notwithstanding that it is called by shorter notice than that specified in the immediately preceding Article, be deemed to have been duly called if it is so
agreed by such Members as are prescribed in that behalf by the Act.

33

---

Proxies

57.    In
every notice calling a meeting of the Company or any class of the Members of the Company there shall appear with reasonable prominence a statement that a Member entitled to attend
and vote is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him, and that a proxy need not also be a Member.

Omission to send Notice

58.    The
accidental omission to send a notice to or the non-receipt of any notice by any Member or any Director or the Auditors shall not invalidate the proceedings at any
General Meeting.

Business of Annual General Meeting

59.    The
business of an Annual General Meeting shall be to receive and consider the profit and loss account, the balance sheet and reports of the Directors and of the Auditors, and the
documents required by law to be annexed to the Balance Sheet, to elect Directors and Officers in the place of those retiring by rotation or otherwise or ceasing to hold office pursuant to
Article 89 and to fix their remuneration if required, to declare dividends, to appoint the Auditors (when Special Notice of the Resolution for such appointment is not required by the Act) and
to fix, or determine the manner of the fixing of, their remuneration and to grant, renew or vary any authority under section 80 of the Act and any disapplication of section 89 of the
Act.

Special Business

60.    All
other business transacted at an Annual General Meeting and all business transacted at an Extraordinary General Meeting shall be deemed special.

Special Notice

61.    Where
by any provision contained in the Act special notice is required of a resolution, the resolution shall not be effective unless notice of the intention to move it has been given
to the Company not less than twenty-eight days (or such shorter period as the Act permits) before the meeting at which it is moved, and the Company shall give to its Members, subject as in these
Articles provided, notice of any such resolution as provided by the Act. In this article references to notice include the use of electronic communications and publication on a web site in accordance
with the relevant legislation.

Quorum

62.    Subject
to the provisions of Article 63 in respect of adjourned meetings, for all purposes the quorum for a General Meeting shall be not less than two Members present in person
or by proxy and entitled to vote.

Quorum to be present and Proceeding if quorum not present

63.    (A)    Subject
to Article 63(B) no business shall be transacted at any General Meeting unless the quorum requisite shall be present when the meeting proceeds to
business. The appointment of a Chairman in accordance with the provisions of these Articles shall not be treated as part of the business of the meeting.

34

---

(B)    If
within five minutes from the time appointed for the meeting (or such longer interval as the Chairman in his absolute discretion thinks fit) a quorum be not present,
the meeting, if convened by or upon the requisition of Members, shall be dissolved. In any other case it shall stand adjourned to such time (being not less than fourteen days nor more than
twenty-eight days thence) and place as the Chairman shall appoint. At any such adjourned meeting the Member or Members present in person or by proxy and entitled to vote shall have power to decide
upon all matters which could properly have been disposed of at the meeting from which the adjournment took place. The Company shall give not less than seven clear days' written notice of any meeting
adjourned for the want of a quorum and the notice shall state that the Member or Members present at the reconvened Meeting shall form a quorum. In this article references to written notice
include the use of electronic communications and publication on a web site in accordance with the relevant legislation.

Valid Meeting

64.    If
the place specified in the notice convening a meeting as the place of the meeting ("the Specified Place") is inadequate to accommodate all Members entitled to attend and who wish
to do so, then provided that the following requirements are satisfied the meeting shall be duly constituted and its proceedings valid. These requirements are that the Chairman of the meeting is
satisfied that adequate facilities are available to ensure that any Member who is unable to be accommodated in the specified place is nonetheless able to participate in the business for which the
meeting has been convened, to hear all persons present who speak thereat (personally or by microphones or loud-speakers or otherwise) whether in the specified place itself or elsewhere,
and to be in like manner heard himself by all other Members so present.

Security

64A.    The
Directors may make any arrangement and impose any restriction they consider appropriate both before and during any general meeting to ensure the security of a General Meeting
including, without limitation, the searching of a person's personal property and the restriction of items that may be taken into the meeting place. The Directors are entitled to refuse entry to a
meeting to or remove from meetings a person who refuses to comply with these arrangements or restrictions.

Chairman

65.    The
Chairman (if any) of the Board of Directors shall preside as Chairman at every General Meeting of the Company. If there be no such Chairman, or if at any meeting he be not present
within five minutes after the time appointed for holding the meeting, or be unwilling to act, the Directors present shall select one of their number to be Chairman, and that failing, the Members
present and entitled to vote shall choose one of their number to be Chairman.

Power to adjourn

66.    (A)    The
Chairman may, with the consent of the meeting (and shall, if so directed by the meeting) adjourn any meeting from time to time or sine die and from place to
place. No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

35

---

(B)    In
addition to any inherent jurisdiction the Chairman may have to adjourn, without the consent of the meeting, any meeting the Chairman shall have power to interrupt or
adjourn any meeting if he is of the opinion that it has become necessary to do so in order to secure proper and orderly conduct of the meeting and to ensure that the business of the meeting is
properly disposed of. Any such adjournment may be for such time as the Chairman of the meeting may in his absolute discretion determine, and the Chairman of the meeting shall have power to specify
some other place for holding the meeting, notwithstanding that by reason of such adjournment some members may be unable to be present at the adjourned meeting. Any such person may nevertheless execute
a form of proxy for the adjourned meeting and if he shall do so and shall deliver the same to the Chairman of the meeting or to the Secretary of the Company, such proxy shall be valid notwithstanding
that it is given at less notice than would otherwise be required under these Articles.

When notice of adjourned meeting to be given

67.    Whenever
a meeting is adjourned for twenty-eight days or more or sine die, seven clear days' notice in writing at the least specifying the place, the day and hour of the adjourned
meeting shall be given to the Members subject as and in the manner herein mentioned, to the Directors and to the Auditors, but it shall not be necessary to specify in such notice the nature of the
business to be transacted at the adjourned meeting. Subject to Article 63 and save as aforesaid it shall not be necessary to give any notice of an adjournment. In this article references to
written notice include the use of electronic communications and publication on a web site in accordance with the relevant legislation.

How questions to be decided at meetings

68.    (A)    At
any General Meeting, a resolution put to the vote of the meeting shall be decided by a show of hands unless (before, or upon the declaration of the result of, the
show of hands) a poll be duly demanded, in accordance with the provisions of these Articles, and unless a poll be so demanded a declaration by the Chairman that the resolution has been carried, or
carried by a particular majority, or lost or not carried by a particular majority, and an entry to that effect in the book containing the minutes of proceedings of the Company shall be conclusive
evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

(B)    If
at any General Meeting any votes shall be counted which ought not to have been counted or might have been rejected, the error shall not vitiate the result of the
voting unless it be pointed out at the same meeting, and not in that case unless, in the opinion of the Chairman of the Meeting, it be of sufficient magnitude to vitiate the result of the voting.

Casting vote

69.    In
the case of an equality of votes the Chairman shall, both on a show of hands and at a poll, have a casting vote in addition to the votes to which he may be entitled as a Member.

Who may demand a poll

70.    A
poll may be demanded upon any question by the Chairman or by not less than five Members present in person or by proxy and entitled to vote or by a Member or Members present in
person or by proxy representing not less than one-tenth of the total voting rights of all the Members having the right to vote at the meeting or by a Member or Members present in person or
by proxy holding shares conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all
the shares conferring that right or by the depositary for the time being under any deposit agreement between the Company and such depositary, providing for the deposit of any shares or the nominee of
such depositary, provided such depositary or nominee is present in person or by a duly authorised representative and is entitled to vote.

36

---

Poll demanded by proxy

71.    A
valid instrument appointing a proxy (including an instrument of proxy sent electronically or by some other data transmission process) shall be deemed to confer authority generally
to act at the General Meeting for the Member giving the proxy to demand or join in demanding a poll, and for the purposes of the immediately preceding Article, a demand by a proxy for a Member or
other person entitled to vote shall be deemed to be a demand by that Member or other person.

How poll to be taken

72.    Subject
to the provisions of the next succeeding Article hereof, if a poll is demanded as aforesaid it shall be taken in such manner and at such time and place as the Chairman of the
meeting directs, and either at once, or after an interval or adjournment (but not more than thirty days after the date of the meeting or adjourned meeting at which the poll was demanded), and the
result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand of a poll may be withdrawn. No notice need be given of a poll not taken immediately.

In what cases poll taken without adjournment

73.    Any
poll duly demanded on the election of a Chairman of a meeting or on any question of adjournment shall be taken at the meeting and without adjournment.

Business may proceed notwithstanding demand of a poll

74.    The
demand of a poll (other than on the election of the Chairman of the meeting or a resolution for adjourning the meeting) shall not prevent the continuance of a meeting for the
transaction of any business other than the question on which a poll has been demanded.

VOTING

Votes of members

75.    (A)    Subject
to any special terms as to voting upon which any shares may have been issued, or may for the time being be held, every Member present in person shall upon a
show of hands have one vote and every Member present in person or by proxy shall upon a poll have one vote for every 5p in nominal amount of the shares held by him.

(B)    A
Member in respect of whom an order had been made by any court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder
may vote, whether on a show of hands or on a poll, by his receiver, curator bonis or other person authorised in that behalf appointed by that court, and any such receiver, curator bonis or other
person may, on a poll, vote by proxy. Evidence to the satisfaction of the Directors of the authority of the person claiming to exercise the right to vote shall be deposited at the Office, or at such
other place as may be specified in accordance with these Articles for the receipt of appointments of a proxy in writing which are not electronic communications, not less than 48 hours before
the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in default the right to vote shall not be exercisable.

Joint Owners

76.    If
two or more persons are jointly entitled to shares for the time being conferring a right to vote, any one of such persons may vote at any meeting, either personally or by proxy, in
respect thereof as if he were solely entitled thereto, and if more than one of such joint holders be present at any meeting, either personally or by proxy, the Member whose name stands first on the
Register as one of the holders of such shares, and no other, shall be entitled to vote in respect of the same.

37

---

When Members not to vote

77.    (A)    No
Member shall, unless the Directors otherwise determine, be entitled to be present or to vote, either in person or by proxy, at any General Meeting or upon any
poll, or to exercise any privilege as a Member in relation to Meetings of the Company in respect of any shares held by him if:-



38

---



(B)    For
the purpose of this Article a person shall be treated as appearing to be interested in any shares if the Member holding such shares has given to the Company a
notification under the said Section 212 which fails to establish the identities of those interested in the shares and if (after taking into account the said notification and any other relevant
Section 212 notification) the Company knows or has reasonable cause to believe that the person in question is or may be interested in the shares.

(C)    The
Company may at any time withdraw a disenfranchisement notice by serving on the holder of the shares to which the disenfranchisement notice relates a notice in
writing to that effect and a disenfranchisement notice shall be deemed to have been withdrawn when the notice under the said Section 212 has been complied with in respect of all the shares to
which the disenfranchisement notice relates.

Voting personally or by proxy

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

(B)    Subject
as provided in paragraph (C) of this Article, the instrument appointing a proxy shall be in writing in the usual form, or such other form as shall be
approved by the Directors, under the hand of the appointor or his duly constituted attorney; or if such appointor is a corporation, under its Common Seal or signed on its behalf by an attorney or a
duly authorised officer of the corporation.

39

---



(C)    The Board may, in its absolute discretion, accept an instrument of proxy which is sent electronically or by some other data transmission process, subject to any
requirements as to execution, authenticity or any other matter that the Board may from time to time impose. The date stated in it as the date thereof shall be deemed to be the date of its execution.
An instrument of proxy sent electronically or by some other data transmission process shall be treated as delivered at the time of receipt at the Office (or at such other place in the United Kingdom
as may be specified in the notice convening the meeting or in any notice of any adjournment or, in either case, in any accompanying document). All references in these Articles to delivery of proxies
shall include proxies sent electronically or by some other data transmission process.

(D)    An
instrument of proxy (including any instrument of proxy sent electronically or by some other data transmission process) shall (subject to any contrary direction
contained in the same) confer on the holder authority on behalf of the donor to vote upon any resolution whether substantive or procedural as the holder shall consider to be in the interests of the
donor.

As to deposit of proxy

79.    The
instrument appointing a proxy, together with the power of attorney (if any) under which it is signed, or a notarially certified copy thereof, or an instrument of proxy sent
electronically or by some other data transmission process, shall be deposited and/or received at the Office or at such other place within the United Kingdom as is specified for that purpose in any
instrument of proxy sent by the Company in relation to the meeting, not less than forty-eight hours before the time for holding the meeting or adjourned meeting at which the person named in such
instrument proposes to vote and in default such instrument shall not be treated as valid.

As to validity of proxy

80.    An
instrument appointing a proxy (including an instrument of proxy sent electronically or by some other data transmission process) shall, unless the contrary is stated thereon, be
valid as well for any adjournment of the meeting to which it relates. No instrument of proxy shall be valid after the expiry of twelve months from the date of its execution.

When votes by proxy valid though authority revoked

81.    A
vote given or poll demanded in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or incapacity of the principal or revocation of
the instrument of proxy or the authority under which it was executed or transfer of the share in respect of which the vote is given, provided no intimation in writing of the death, or incapacity,
revocation or transfer shall have been received at the Office or such other place as is specified for depositing the instrument of proxy before the time for holding the meeting or adjourned meeting or
the holding of a poll subsequently thereto at which such vote is given.

VARIATION OF RIGHTS

Consent to Variation

82.    (A)    If,
and so long as at any time the capital is divided into different classes of shares all or any of the rights or privileges attached to any class may be varied or
abrogated (a) in such manner (if any) as may be provided by such rights, or (b) in the absence of any such provision either with the consent in writing of the holders of at least
three-fourths of the nominal amount of the issued shares of that class or with the sanction of an Extraordinary Resolution passed at a separate meeting of the holders of the issued shares of that
class, but not otherwise.

40

---

(B)    If,
and for so long as any class of shares has any preferential right to dividend or return of capital, the conferring on other shares of rights to either dividend or
return of capital ranking in point of priority either before orpari passuwith that class shall, unless otherwise expressly provided by the terms on
which shares of that class are held, not be deemed a variation or abrogation of the rights attached to that class of shares. The creation or issue of shares rankingpari
passuwith or subsequent to the shares of any class shall not (unless otherwise expressly provided by these Articles or the rights attached to such last mentioned shares as a
class) be deemed to be a variation or abrogation of the rights of such shares.

Proceedings at meetings of classes of Members

83.    Any
meeting for the purpose of the last preceding Article shall be convened and conducted in all respects as nearly as possible in the same way as an Extraordinary General Meeting of
the Company, provided that no Member, not being a Director, shall be entitled to notice thereof or to attend thereat unless he be a holder of shares of the class the rights or privileges attached to
which are intended to be varied or abrogated by the resolution, and that no vote shall be given except in respect of a share of that class, and that the quorum at any such meeting shall be two persons
at least present holding or representing by proxy at least one-third* in nominal value of the issued shares of the class, and at an adjourned meeting one person holding shares of the class
in question or his proxy and that a poll may be demanded in writing by any Member present in person or by proxy and entitled to vote at the meeting.

---

41

---

PART IV.DIRECTORS AND OTHER OFFICERS

DIRECTORS

Number of Directors

84.    Unless
and until otherwise determined by the Company in General Meeting pursuant to Article 116 the number of Directors shall not be more than twelve nor less than two. The
continuing Directors may act notwithstanding any vacancy in their body, provided that if the number of the Directors be less than the prescribed minimum the remaining Director or Directors shall
forthwith appoint an additional Director or additional Directors to make up such minimum or shall convene a General Meeting of the Company for the purpose of making such appointment. If there be no
Director or Directors able or willing to act then any two Members may summon a General Meeting for the purpose of appointing Directors. Any additional Director so appointed shall (subject to the
provisions of these Articles) hold office only until the dissolution of the Annual General Meeting of the Company next following such appointment unless he is re-elected during such
meeting and he shall not retire by rotation at such meeting or be taken into account in determining the retirement by rotation of Directors at such meeting.

Remuneration of Directors

85.    The
Non-Executive Directors shall be paid out of the funds of the Company by way of fees for their services an aggregate sum not exceeding £500,000 per annum
or such larger amounts as the Company may by ordinary resolution decide. The Directors shall also receive by way of additional fees such further sums (if any) as the Company in General Meeting may
from time to time determine. Such fees and additional fees shall be divided among the Directors in such proportion and manner as they may determine and in default of determination equally. The
provisions of this Article shall not apply to the remuneration of any Managing Director or Executive Director appointed pursuant to the provisions of Article 91 hereof which shall be determined
pursuant to the provisions of Article 93 hereof.

Travelling and hotel expenses and Special Remuneration

86.    The
Directors shall be entitled to be repaid all reasonable travelling, hotel and other expenses incurred by them respectively in or about the performance of their duties as Directors
including any expenses incurred in attending Meetings of the Board or of Committees of the Board or General Meetings and if in the opinion of the Directors it is desirable that any of their number
should make any special journeys or perform any special services on behalf of the Company or its business, such Director or Directors may be paid such reasonable additional remuneration (whether by
way of salary, percentage of profits or otherwise) and expenses therefor as the Directors may from time to time determine.

Qualification. Directors entitled to attend at General Meetings and Separate Meetings

87.    A
Director shall not require a share qualification. A Director shall be entitled to receive notice of and attend and speak at all General Meetings of the Company and at all Separate
Meetings of the holders of any class of shares in the capital of the Company.

Directors to have power to fill casual vacancies

88.    Without
prejudice to the power of the Company pursuant to these Articles the Directors shall have power at any time to appoint any person either to fill a casual vacancy or as an
addition to the Board, but so that the total number of Directors shall not exceed any maximum number fixed in accordance with these Articles. Subject to the provisions of these Articles, any Director
so appointed shall hold office only until the dissolution of the Annual General Meeting of the Company next following such appointment unless he is re-elected during such meeting, and he
shall not retire by rotation at such meeting or be taken into account in determining the retirement by rotation of Directors at such meeting.

42

---

ALTERNATE DIRECTORS

Appointment and Revocation

89.    Any
Director may by written notice appoint (i) any other Director, or (ii) any other person who is approved by the Board of Directors as hereinafter provided to be his
alternate; and every such alternate shall (subject to his giving to the Company an address within the United Kingdom at which notices may be served on him) be entitled to receive notices of all
meetings of the Directors and, in the absence of the Director appointing him, to attend and vote at meetings of the Directors, and to exercise all the powers, rights, duties and authorities of the
Director appointing him; Provided always that no appointment of a person other than a Director shall be operative unless and until the approval of the Board shall have been given. A Director may at
any time in writing revoke the appointment of an alternate appointed by him, and subject to such approval as aforesaid where requisite appoint another person in his place, and if a Director shall die
or cease to hold the office of Director the appointment of his alternate shall thereupon cease and determine, provided always that if any Director retires but is re-elected at the meeting
at which such retirement took effect, any appointment made by him pursuant to this Article which was in force immediately prior to his retirement shall continue to operate after his
re-election as if he had not so retired. The appointment of an alternate Director shall cease and determine on the happening of any event which, if he was a Director, would render him
legally disqualified from acting as a Director or if he has a receiving order made against him or if he compounds with his creditors generally or if he becomes of unsound mind. An alternate Director
need not hold a share qualification and shall not be counted in reckoning the maximum number of Directors allowed by the Articles of Association for the time being. A Director acting as alternate
shall have an additional vote at meetings of Directors for each Director for whom he acts as alternate but he shall count as only one for the purpose of determining whether a quorum be present. In
this article references to written notice include the use of electronic communications subject to any terms and conditions decided on by the Directors.

Alternate to be responsible for his own acts, etc.

Remuneration of Alternate

90.    Every
person acting as an alternate Director shall be an officer of the Company, and shall alone be responsible to the Company for his own acts and defaults, and he shall not be
deemed to be the agent of or for the Director appointing him. An alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements or transactions to the
same extent as if he was a Director. The remuneration of any such alternate Director shall be payable out of the remuneration payable to the Director appointing him, and shall consist of such portion
of the last-mentioned remuneration as shall be agreed between the alternate and the Director appointing him. Save as so agreed, an alternate Director shall not be entitled to any
remuneration from the Company for acting in that capacity.

MANAGING AND EXECUTIVE DIRECTORS

Appointment

91.    The
Directors may from time to time appoint such number of their body to be Managing Director or Joint Managing Directors of the Company or to hold such other Executive Office or
Offices in relation to the management of the business of the Company as they may decide either for a fixed term or without any limitation as to the period for which he or they is or are to hold such
office or offices, and may, from time to time (subject to the provisions of any service contract between any such person and the Company and without prejudice to any claim for damages any such person
may have for breach of any such service contract), remove or dismiss any of them from such office or offices and appoint another or others in place or of any such person so dismissed.

43

---

Retirement by rotation and removal of Managing Director and Executive Directors

92.    A
Managing Director or Joint Managing Directors and any such Executive Director or Directors, notwithstanding that he or she holds such office, shall be subject to retirement by
rotation and shall (subject to the provisions of Article 109(A) hereof and without prejudice to any claim for damages any such person may have for breach of any service contract between him and
the Company) be subject to the same provisions as to removal and as to vacation of office as the other Directors of the Company, and if ceasing to hold the office of Director for any cause shall ipso factoimmediately (but without prejudice as aforesaid) cease to hold such office.

Remuneration

93.    The
salary or remuneration of any Managing Director or Joint Managing Director or Executive Director or Directors of the Company shall, subject as provided in any contract, be such as
the Directors may from time to time determine, and may either be a fixed sum of money, or may altogether or in part be governed by the business done or profits made, or may include the making of
provisions for the payment to any such person, his widow or other dependants, of a pension on retirement from the office or employment to which such person is appointed and for the participation in
pension and life assurance benefits, or may be upon such other terms as the Directors determine.

Powers

94.    The
Directors may from time to time entrust to and confer upon any Managing Director or Joint Managing Director or Executive Director or Directors for the time being such of the
powers exercisable under these Articles by the Directors, other than power to make calls or forfeit shares, as they may think fit, and may confer such powers for such time, and to be exercised for
such objects and purposes, and upon such terms and conditions, and with such restrictions as they may think expedient; and they may confer such powers either collaterally with or to the exclusion of
and in substitution for all or any of the powers of the Directors in that behalf and may from time to time revoke, withdraw, alter or vary all or any of such powers.

POWERS AND DUTIES OF DIRECTORS

Directors to have entire superintendence and control of business of Company

95.    (A)    The
business of the Company shall be managed by the Directors who in addition to the powers and authorities by these Articles or otherwise expressly conferred upon
them may exercise all such powers, and do all such acts and things as may be exercised or done by the Company, and as are not by the Act or by these Articles required to be exercised or done by the
Company in General Meeting and in particular the Directors may exercise all the powers of the Company to purchase and maintain for any Director or other Officer (including former Directors and other
Officers) or any other person insurance against any liability for negligence, default, breach of duty or breach of trust or any other liability which may lawfully be insured against.

(B)    Any
branch or kind of business which the Company is either expressly or implied authorised to undertake may be undertaken by the Directors at such time or times as they
think fit and may be allowed to be held in abeyance, whether or not such branch or kind of business has been actually commenced, so long as the Directors deem it expedient not to commence or proceed
with the same.

(C)    The
provisions contained in these Articles as to any specific power of the Directors shall not be deemed to abridge the general powers hereby given.

44

---

Power to award Pensions

96.    (A)    The
Directors may exercise all the powers of the Company to give or award pensions, annuities, gratuities and superannuation or other allowances or other benefits to
any persons who are or have at any time been Directors of or employed by or in the service of the Company or of any company which is a subsidiary company of or allied or associated with or acquired by
the Company or any such subsidiary and to the wives, widows, children and other relatives and dependants and personal representatives of any such persons and may establish, maintain, support,
subscribe to and contribute to all kinds of Schemes, Trusts and Funds for the benefit of such persons as are hereinbefore referred to or any of them or any class of them, and so that any such person
(or his personal representatives) shall be entitled to receive and retain for his own benefit any such pension, annuity, gratuity, allowance or death disability or other benefit (whether under any
such fund or scheme or otherwise).

(B)    The
Directors may also procure the establishment and subsidy of or subscription to and support of any institutions, associations, clubs, funds or trusts which they
consider to be for the benefit of any such persons as specified in paragraph (A) of this Article or otherwise to advance the interests and well being of the Company or of any such other company
as mentioned in paragraph (A), or its Members.

(C)    The
Directors may procure payments for or towards the insurance of any such persons as specified in paragraph (A).

(D)    The
Director may procure subscriptions or guarantees of money for charitable or benevolent or political objects of any exhibition or for any public, general or useful
object.

(E)    The
Directors may procure any of the matters mentioned in this Article to be done by the Company either alone or in conjunction with any other company

Directors' interests

97.    (A)    A
Director may hold any other office or place of profit under the Company except that of Auditor in conjunction with the office of Director and may act by himself or
through his firm in a professional capacity to the Company, and in any such case on such terms as to remuneration and otherwise as the Directors may arrange. Any such remuneration shall be in addition
to any remuneration provided for by any other Article. No Director shall be disqualified by his office from entering into any contract, arrangement, transaction or proposal with the Company either in
regard to such other office or place of profit or as vendor, purchaser or otherwise. No contract, arrangement, transaction or proposal entered into by or on behalf of the Company in which any Director
or person connected with him is in any way interested, whether directly or indirectly, shall be avoided, nor shall any Director who enters into any such contract, arrangement, transaction or proposal
or who is so interested be liable to account to the Company for any profit realised by any such contract, arrangement, transaction or proposal by reason of such Director holding that office or of the
fiduciary relation thereby established provided that the nature of his interest shall be disclosed by him in accordance with the provisions of the Act.

(B)    Save
as herein provided, a Director shall not vote in respect of any contract, arrangement, transaction or any other proposal whatsoever in which he has any material
interest otherwise than by virtue of his interests in shares or debentures or other securities of or otherwise in or through the Company. A Director shall not be counted in the quorum at a meeting in
relation to any resolution on which he is debarred from voting.

(C)    A
Director shall (in the absence of some other material interest than is indicated below) be entitled to vote (and be counted in the quorum) in respect of any resolution
concerning any of the following matters, namely:-



45

---



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

(E)    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 company in which the Company is interested, such proposals may be divided and considered in relation to each Director separately and in such cases each of the
Directors concerned (if not debarred from voting under paragraph (C)(4) of this Article) shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that
concerning his own appointment.

(F)    If
any question shall arise at any meeting as to the materiality of a Director's interest or as to the entitlement of any Director to vote and such question is not
resolved by his voluntarily agreeing to abstain from voting, such question shall be referred to the Chairman of the meeting and his ruling in relation to any other Director shall be final and
conclusive except in a case where the nature or extent of the interests of the Director concerned have not been fully disclosed.

(G)    The
Company may by Ordinary Resolution suspend or relax the provisions of this Article to any extent or ratify any transaction not duly authorised by reason of a
contravention of this Article.

(H)    For
the purpose of this Article an interest of a person who is for the purpose of the Act connected with a Director shall be treated as an interest of the Director and
in relation to an alternate an interest of his appointor shall be treated as an interest of the alternate.

46

---

Exercise of voting powers

98.    The
Directors may exercise the voting power conferred by the shares in any other company held or owned by the Company or exercisable by them as directors of such other company in such
manner in all respects as they think fit (including the exercise thereof in favour of any resolution appointing the Company or themselves or any of them directors or other officers or servants of such
company or voting or providing for the payment of remuneration to such officers or servants).

Directors may join Boards of other companies

99.    A
Director of the Company may continue or become a Director or other officer, servant or Member of any other company whether or not it is promoted by the Company or the Company has an
interest in it as a vendor, shareholder, or otherwise, and no such Director shall be accountable for any remuneration or other benefits derived as director or other officer, servant or Member of such
company.

Overseas Branch Register

100.    The
Directors may exercise the powers conferred upon the Company by Section 362 of the Act with regard to the keeping of an Overseas Branch Register and the Directors may
(subject to the provisions of that Section) make and vary such regulations as they may think fit respecting the keeping of any such register.

Information re "close companies"

101.    The
Directors may at any time require any corporate Member to furnish any information, supported (if the Directors so require) by a statutory declaration, which they may consider
necessary for the purpose of determining whether or not such Member is one to which Sections 423 to 430 and Schedule 19 to the Income and Corporation Taxes Act 1988 (or any statutory
modification or re-enactment thereof for the time being in force) apply.

PRESIDENT

102.    The
Directors may from time to time appoint a President of the Company (who need not be a Director of the Company) and may determine his duties and remuneration and the period for
which he is to hold office.

LOCAL MANAGEMENT

103.    (A)    The
Directors may from time to time provide for the management and transaction of the affairs of the Company in any specified locality, whether at home or abroad, in
such manner as they think fit, and the provisions contained in the three next following sub-paragraphs of this paragraph (A) shall be without prejudice to the general powers
conferred by this Article:-



47

---



BORROWING POWERS

Power to raise money

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

(B)    The
Directors shall restrict the borrowings of the Company so that the aggregate amount at any one time owing, subject as hereinafter provided, by the Company and all
its subsidiaries ("the Group"), in respect of moneys borrowed exclusive of moneys borrowed by the Company or any of its subsidiaries from any other of such companies and after deducting Cash
Deposited, shall not at any time, without the previous sanction of an Ordinary Resolution of the Company in General Meeting exceed a sum equal to two and a half times the aggregate of Adjusted Capital
and Reserves.

(C)    In
this Article the following expressions shall have the following meanings:-

48

---

|                                |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                 
|------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|"Cash Deposited"                |  | means an amount equal to the aggregate for the time being outstanding of all cash deposits with Banks (not being the Company or any subsidiary of the Company), certificates of deposit and securities of governments and
companies and similar instruments owned by the Company and/or any subsidiary of the Company but excluding a proportion of the total amount for the time being outstanding of cash deposits and certificates of deposit and securities of governments or
companies and similar instruments owned by any partly owned subsidiary, such proportion being that which the issued ordinary share capital of such partly owned subsidiary which is not for the time being beneficially owned directly or indirectly by
the Company bears to the whole of its issued ordinary share capital.
|"Adjusted Capital and Reserves" |  | means a sum equal to the aggregate of:-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                |  | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | the amounts paid up or credited as paid up on the issued share capital of the Company; and                                                                                                                                                                                                                                                                                                                      
|                                |  | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | the amount standing to the credit of the reserves of the Group whether distributable or undistributable and including any share premium account, capital redemption reserve, property revaluation reserve and unappropriated balance of grants including
investment grants, after adding thereto or deducting therefrom any balance standing to the credit or debit, of the profit and loss account of the Group

all
as shown in a consolidation of the then latest published Balance Sheet of the Group (and for the purposes of this Article a reference to the published Balance Sheet of the Group shall mean
the published consolidated balance sheet of the Group, whether contained in an Annual Report and Accounts, an Interim Report or a Circular, which has been last sent by post to the shareholders of the
Company Provided that if when any such consolidated balance sheet of the Group is so despatched it reveals that the limit hereinbefore contained is exceeded, an amount borrowed equal to the excess may
be disregarded until the expiration of 90 days after the date on which such publication takes place, but after:-



49

---



The
determination of the Auditors as to the amount of Adjusted Capital and Reserves and as to the aggregate amount of monies borrowed falling to be taken into account for the purposes of
or in compliance with the foregoing shall be conclusive and binding on all concerned and for the purposes of their computation the Auditors may at their discretion make such further or other
adjustments (if any) as they think fit.

Nevertheless
for the purposes of this Article the Board may at any time act in reliance on a bona fide estimate of the amount of the Adjusted Capital and Reserves and if as a consequence
the limit hereinbefore contained is inadvertently exceeded an amount borrowed equal to the excess may be disregarded until the expiration of 180 days after the date on which by reason of a
determination of the Auditors or otherwise the Board became aware that such a situation has or may have arisen.

Any
reference in this Article to debenture or monies borrowed or the nominal or principal amount thereof shall be read subject to the provisions of paragraphs (D) to (L) of
this Article.

(D)    For
the purpose of the foregoing limit where the amount raised by the Company or any of its subsidiaries by the issue of any debentures, debenture stocks, loan stocks,
bonds, notes or other indebtedness is less than the nominal or principal amount thereof (including for these purposes any fixed or minimum premium payable on final redemption or repayment but
disregarding the expenses of any such issue) the amount to be treated as monies borrowed for the purpose of this Article shall, so long as the nominal or principal amount of such monies borrowed is
not presently due and payable, be the nominal or principal amount thereof (together with any fixed or minimum premium payable on final redemption or repayment) but after deducting therefrom the
unexpired portion of any discount applied to such amount in the relevant balance sheet.

(E)    There
shall be deemed, subject as hereinafter provided, to have been borrowed and to be outstanding as monies borrowed (together with any fixed or minimum premium
payable on final redemption or repayment) by the relevant member of the Group (but only to the extent that the same would not otherwise fall to be taken into account):-



50

---



(F)    Monies
borrowed by any member of the Group from bankers or others for the purpose of financing any contract up to an amount not exceeding that part of the price
receivable under such contract which is guaranteed or insured by the Export Credit Guarantee Department or any other institution or organisation carrying on a similar business in any part of the world
shall be deemed not to be monies borrowed.

(G)    Monies
borrowed (including share capital to which paragraph (C) (iv) applies) by a partly-owned subsidiary of the Group (after excluding any monies
borrowed owing between members of the Group) shall be deemed to be reduced by an amount equal to the minority proportion (namely the proportion of the issued equity share capital of such partly-owned
subsidiary which is not for the time being beneficially owned within the Group) of such monies borrowed (including such share capital as aforesaid). Monies borrowed by a member of the Group which
would fall to be excluded as being monies borrowed owing between members of the Group shall nevertheless be included to the extent of an amount equal to such minority proportion of such monies
borrowed.

(H)    The
amount of any monies borrowed which are for the time being deposited with any governmental authority in any part of the world in connection with import deposits or
any similar governmental scheme shall be deducted from the amount of monies borrowed to the extent that the member of the Group making such deposit retains its interest therein.

(I)    Monies
borrowed equal to the amount of borrowings of a company which becomes a member of the Group after the date hereof and which are outstanding at the date when such
company becomes such a member shall for the period of twelve months from the date of such event be deemed not to be monies borrowed for the purposes of the limit contained in this Article provided
always that monies borrowed by the Group (including monies otherwise excluded pursuant to this sub-paragraph) shall not exceed an amount equal to four times the Adjusted Capital and
Reserves.

(J)    For
the avoidance of doubt it is hereby expressly provided that for the purposes of the foregoing limit the following sums shall, without limitation, be deemed not to be
monies borrowed of the Group:-



(K)    The
amount of monies held by any member of the Group whether on deposit or current account or otherwise in connection with any scheme for the benefit of employees or
their dependants shall be deducted from the amount of monies borrowed.

(L)    For
the purpose of determining whether the limit imposed by this Article has been exceeded on any particular day, those reserves of the Group denominated in and the
principal amount of any borrowing expressed in or calculated by reference to a currency other than sterling shall be translated for the purpose of calculating the sterling equivalent at the rate of
exchange prevailing on that day in London.

51

---



(M)    For the purposes of this Article "monies borrowed" shall be deemed not to include borrowings for the purposes of repaying the whole or any part of borrowings by any of
the Company and its subsidiaries for the time being outstanding and so to be applied within six months of being so borrowed pending their application for such purpose within such period.

(N)    Notwithstanding
the foregoing, no person dealing with the Company or any of its subsidiaries shall be concerned to see or enquire whether the limit imposed by the
provisions of this Article is observed and no debt incurred or security given in excess of such limits shall be invalid or ineffectual unless the lender or the recipient of the security had, at the
time when the debt was incurred or the security given, express actual notice that the said limit had been or would thereby be exceeded.

Mode of borrowing

105.    The
Directors may exercise all the powers of the Company to borrow or raise money upon or by the issue or sale of any bonds, debentures, or securities, and upon such terms as to time
of repayment, rate of interest, price of issue or sale, payment of premium or bonus upon redemption or repayment or otherwise as they may think proper, including a right for the holders of bonds,
debentures, or securities, to exchange the same for shares in the Company of any class authorised to be issued.

Security for payment of moneys borrowed or raised

106.    Subject
as aforesaid the Directors may secure or provide for the payment of any moneys to be borrowed or raised by a mortgage of or charge upon all or any part of the undertaking or
property of the Company, both present and future, and upon any capital remaining unpaid upon the shares of the Company whether called up or not, or by any other security, and the Directors may confer
upon any mortgagees or persons in whom any debenture or security is vested, such rights and powers as they think necessary or expedient; and they may vest any property of the Company in trustees for
the purpose of securing any moneys so borrowed or raised, and confer upon the trustees or any receiver to be appointed by them or by any debenture-holder such rights and powers as the Directors may
think necessary or expedient in relation to the undertaking or property of the Company or the management or the realisation thereof or the making, receiving, or enforcing of Calls upon the Members in
respect of unpaid capital, and otherwise, and may make and issue debentures to trustees for the purpose of further security, and any such trustees may be remunerated.

Security for payment of moneys

107.    The
Directors may give security for the payment of any moneys payable by the Company in like manner as for the payment of moneys borrowed or raised, but in such case the amount shall
for the purposes of the above limitation be reckoned as part of the money borrowed.

Register of Charges to be kept

108.    The
Directors shall keep a Register of Charges in accordance with the Act and the fee to be paid by any person other than a creditor or Member of the Company for each inspection of
the Register of Charges to be kept under the Act shall be the sum of 5p.

DISQUALIFICATION OF DIRECTORS

Office of Director to be vacated

109.    (A)    The
office of a Director shall be vacated:-



52

---



(B)    A
resolution of the Directors declaring a Director to have vacated office under the terms of this Article shall be conclusive as to the fact and grounds of vacation
stated in the resolutions.

(C)    In
this article references to notice in writing include the use of electronic communications subject to any terms and conditions decided on by the directors.

RETIREMENT, ELECTION AND APPOINTMENT OF DIRECTORS

Rotation and retirement of Directors

110.    At
every Annual General Meeting a minimum of one-third of the Directors shall retire from office, save that if their number is not three or any multiple of three then the
minimum number required to retire shall be the number nearest to and less than one-third. If there are fewer than three Directors they shall all retire. A Director retiring at a meeting
shall retain office until the dissolution of such meeting.

Which Director to retire

111.    The
Directors to retire by rotation on each occasion shall be those of the Directors who held office at the time of the two preceding Annual General Meetings and who did not retire
by rotation at either of them. If the number of Directors so retiring is less than the minimum number required by these Articles to retire by rotation, additional Directors up to that number shall
also retire. The additional Directors to retire shall be those of the Directors who have been longest in office since their last appointment or reappointment; but, as between persons who became or
were last reappointed Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot. The Directors to retire on each occasion (both as to number
and identity) shall be determined by the composition of the Board at start of business on the date of the notice convening the Annual General Meeting and no Director shall be required to retire or be
relieved from retiring by reason of any change in the number or identity of the Directors after that time on the date of the notice but before the close of the meeting. A retiring Director shall be
eligible for re-election.

Meeting to fill up vacancies

112.    The
Company at any General Meeting at which any Directors retire in manner aforesaid, may subject to any resolution reducing the number of Directors, fill the vacated offices by
electing a like number of persons to be Directors and may also fill any other vacancies or may appoint any person as an additional Director.

53

---

Retiring Director to remain in office until successor appointed

113.    If
at any General Meeting at which an election of Directors ought to take place the places of the retiring Directors are not filled up, then, subject to any resolution reducing the
number of Directors, the retiring Directors, or such of them as have not had their places filled up, shall, if willing, continue in office until the dissolution of the Annual General Meeting in the
next year, unless, as regards any particular Director, a resolution for his re-election shall have been put to the meeting and lost.

Appointment of Directors to be voted upon individually

114.    A
resolution for the appointment of two or more persons as Directors by a single resolution shall be void unless a resolution that it shall be so proposed has first been agreed to by
the meeting without any vote being given against it.

Notice to propose new Directors

115.    No
person except a retiring Director shall be eligible for election as a Director (unless recommended by the Directors for election) unless notice in writing shall be sent to the
Secretary not more than twenty-eight days and not less than seven days before the day of the meeting at which the election is to take place, signed by a Member (other than the person to be proposed)
duly qualified to attend and vote at the meeting stating the name and address of the person who offers himself or is proposed as a candidate, together with a notice in writing signed by such person of
his willingness to be elected. In this article references to written notice include the use of electronic communications subject to any terms and conditions decided on by the Directors.

Power to General Meeting to increase or reduce the number of Directors

116.    The
Company in General Meeting may from time to time by Ordinary Resolution increase or reduce the number of Directors and may also determine in what rotation such increased or
reduced number is to retire from office.

Power to remove Director by Ordinary Resolution

117.    The
Company may by Ordinary Resolution remove any Director before the expiration of his term of office.

Power to appoint Director in place of one removed

118.    Subject
to Article 115 the Company may by Ordinary Resolution appoint another person in place of the Director removed pursuant to the provisions of the Act or by Ordinary
Resolution pursuant to Article 117, and the person so appointed shall hold office during such time only as the Director in whose place he is appointed would have held the same if he had not
been removed, but this provision shall not prevent him from being eligible for re-election.

No Director to retire on account of age

119.    No
person shall be or become incapable of being appointed a Director by reason of his having attained the age of seventy or any other age, nor shall any special notice be required in
connection with the appointment or the approval of the appointment of such person and no Director shall vacate his office at any time by reason of the fact that he has attained the age of seventy or
any other age.

54

---

PROCEEDINGS OF DIRECTORS AND COMMITTEES

Meetings of Directors

120.    The
Directors may meet together for the dispatch of business adjourn and otherwise regulate their meetings as they think fit, and determine the quorum necessary for the transaction
of business. Until otherwise determined two Directors present in person or by alternate shall constitute a quorum. Any Director may participate in a Board Meeting by means of a conference telephone or
similar communications equipment whereby all persons participating can hear each other so participating and in such circumstances such participations shall be deemed to constitute presence in person
at such Board Meeting. A person so participating should be deemed to be present in person at the meeting and shall be entitled to vote or be counted in a quorum accordingly. Such a meeting should be
deemed to take place where the largest group of those participating is assembled, or if there is no such group, where the Chairman of the Meeting then is. Questions arising at any meeting shall be
determined by a majority of votes. In case of an equality of votes the Chairman shall have a second or casting vote. One Director may, and the Secretary shall at the request of a Director, at any time
summon a meeting of the Directors. Notice in writing of a meeting of the Directors given to a Director at an address in the United Kingdom notified by him shall constitute notice to him of the meeting
notwithstanding that he is not in the United Kingdom at the time such notice is given. In this article references to written notice include the use of electronic communications, subject to any terms
and conditions decided on by the Directors.

Notice of Board Meetings

121.    Notice
of Board Meetings shall be given to all Directors and shall be deemed to be duly given to a Director if it is given to him personally or by word of mouth or sent in writing to
him at his last known address or any other address given by him to the Company for this purpose. A Director may waive the requirement that notice be given to him of any Board Meeting. A Director
absent or intending to be absent from the United Kingdom may request the Board that notices of Board Meetings shall during his absence be sent in writing to him at his last known address or any other
address given by him to the Company for this purpose, whether or not out of the United Kingdom. In this article references to written notice include the use of electronic communications, subject to
any terms and conditions decided on by the Directors.

Chairman of Board

122.    The
Directors may elect a Chairman or Joint Chairman and one or more Deputy Chairmen of their meetings (which may also be an Executive Office in relation to the management or the
business of the Company) and determine the period for which he is or they are to hold office, but if no such Chairman or Deputy Chairman is elected, or if at any meeting neither the Chairman nor a
Deputy Chairman is present at the time appointed for holding the same, the Directors present shall choose some one of their number to be Chairman of such meeting.

Board may act if quorum present

123.    A
duly convened meeting of the Directors for the time being at which a quorum is present shall be competent to exercise all or any of the authorities, powers, and discretions by or
under these Articles for the time being vested in or exercisable by the Directors generally.

55

---

Resolution in writing

124.    A
resolution in writing signed by all the Directors for the time being entitled to receive notice of a meeting of the Directors or (in circumstances in which his alternate (if any)
would be entitled to attend and vote at a meeting of the Directors) by his alternate shall be as effective for all purposes as a resolution of those Directors passed at a meeting duly convened and
held, and may consist of several documents in the like form each signed by one or more of the Directors; Provided that such a resolution need not be signed by an alternate Director if it is signed by
the Director who appointed him. In this article references to written notice include the use of electronic communications, subject to any terms and conditions decided on by the Directors.

Directors may appoint Committees

125.    The
Directors may delegate any of their powers to Committees consisting of such member or members of their body as they think fit but always including or consisting of at least one
Director.

Committees subject to control of Directors

126.    All
Committees shall in the exercise of the powers delegated to them and in the transaction of business, conform to any mode of proceedings and regulations which may be prescribed by
the Directors, and subject thereto may regulate their proceedings in the same manner as the Directors may do.

Minutes of Proceedings

127.    The
Directors shall cause minutes to be made of the following matters, namely:-

(A)    of
all appointments of officers, and Committees made by the Directors, and of their salary or remuneration;

(B)    of
the names of Directors present at every meeting of the Board or of Committees of Directors, and all business transacted at such meetings; and

(C)    of
all orders, resolutions and proceedings of all meetings of the Company of the holders of any class of shares in the Company and of the Directors and Committees of
Directors.

Any
such minute as aforesaid, if purporting to be signed by the Chairman or Secretary of the meeting at which the proceedings were held, or by the Chairman or Secretary of the next
succeeding meeting shall be receivable as prima facie evidence of the matters stated in such minutes without any further proof.

Defective appointment of Directors not to invalidate their acts

128.    All
acts done by a meeting of the Directors, or of a Committee, or by any person acting as a Director, shall, notwithstanding that it be afterwards discovered that there was some
defect in the appointment of any person or persons acting as aforesaid, or that they or any of them were or was disqualified from holding office or not entitled to vote, or had in any way vacated
their or his office be as valid as if every such person had been duly appointed, and were duly qualified and had continued to be a Director.

SECRETARY

Secretary

129.    (A)    The
Directors shall appoint a Secretary or Joint Secretaries and shall have power to appoint one or more persons to be an Assistant or Deputy Secretary. The
Directors may from time to time remove any persons and appoint another or others in his place.

56

---

(B)    Any
person so appointed shall conform to such regulations as the Directors may from time to time resolve upon. Nevertheless persons having dealings with the Company
shall be entitled to assume that each Joint Secretary is entitled by himself to do anything required or authorised to be done by the Secretary.

(C)    A
provision of the Act or of these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by
or to the same person acting both as Director and as, or in the place of, the Secretary.

PART V.RESERVES, DIVIDENDS AND MISCELLANEOUS RESERVES

Reserves out of Profits

130.    The
Directors may before recommending any dividends whether preferential or otherwise carry to reserve out of the profits of the Company such sums as they think proper. All sums
standing to reserve may be applied from time to time in the discretion of the Directors for any purpose for which the Company's profits may be properly applied and pending such application may at the
like discretion either be employed in the business of the Company or be invested in such investments as the Directors think fit. The Directors may divide the reserve into such special funds as they
think fit, and may consolidate into one fund any special funds or any parts of any special funds into which the reserve may have been divided as they think fit. Any sum which the Directors may carry
to reserve out of the unrealised profits of the Company shall not be mixed with any reserve to which profits available for distribution have been carried. The Directors may also without placing the
same to reserve carry forward any profits which they may think it not prudent to distribute.

DIVIDENDS AND OTHER PAYMENTS

Declarations of Dividends

131.    Subject
as hereinafter provided the Company in General Meeting may declare a dividend to be paid to the Members according to their respective rights and interests in the profits, but
no larger dividend shall be declared than is recommended by the Directors.

Dividends not to bear Interest

132.    No
dividend or other moneys payable by the Company shall bear interest as against the Company.

Dividends: how payable

133.    Subject
to the rights of persons, if any, entitled to shares with special rights as to dividend, and except as otherwise provided by the terms of issue of any Share all dividends
shall be declared and paid according to the amounts paid up on the shares in respect whereof the dividend is paid, but no amount paid up on a share in advance of Calls shall be treated for the purpose
of this Article as paid up on the share. Subject as aforesaid all dividends shall be apportioned and paid proportionately to the amounts paid up on the shares on the record date appointed by the Board
for the dividend: but if any share carries any particular rights as to dividends such share shall rank for dividend accordingly.

Dividends to joint holders

134.    In
cases where several persons are registered as joint holders of any share any one of such persons may give an effectual receipt for all dividends and payments on account of
dividends in respect of such share.

57

---

Interim dividends

135.    The
Directors may from time to time declare and pay an interim dividend to the Members. The Directors may also declare and pay or declare and set aside for payment at intervals
settled by them any dividend payable at a fixed rate on any shares.

Dividends payable

136.    No
dividend or interim dividend shall be payable except in accordance with the provisions of the Act.

137(A)Unclaimed dividends

All
dividends, interest or other sums payable unclaimed for one year after having been declared may be invested or otherwise made use of by the Directors for the benefit of the Company
until claimed. All dividends unclaimed for a period of twelve years from the date they became due for payment shall be forfeited and shall revert to the Company. The payment of any unclaimed dividend,
interest or other sum payable by the Company on or in respect of any share into a separate account shall not constitute the Company a trustee thereof.

(B)Uncashed dividends

If,
as a result of cheques or warrants for dividends or other monies payable in respect of a share sent by the Company to a Member being returned to the Company or left uncashed on two consecutive
occasions, the Company is aware that such cheques or warrants have not been received by that Member, the Company shall not be obliged to send by post any dividends or other monies payable in respect
of that share due to that Member until he notifies the Company in writing of another address to be entered as his registered address or confirms to the Company in writing that such cheques or warrants
should continue to be sent to his existing registered address.

To whom dividends belong

138.    The
Directors may retain any dividend payable to any person entitled to a share by reason of the death or bankruptcy of the holder until such person has provided such evidence of his
right as the Directors may reasonably require.

Calls or debts may be deducted from dividends

139.    The
Directors may deduct from any dividend or other moneys payable to any Member on or in respect of a share all such sums as may be due from him to the Company on account of Calls
or otherwise in relation to shares of the Company.

58

---

Method of payment

140.    Unless
and to the extent that the rights attaching to any Shares, the terms of issue thereof or these Articles provide otherwise the Company may pay any dividend interest or other
sum payable in cash or by direct debit, bank transfer, cheque, dividend warrant, money order or if the Board decides by means of a relevant system in respect of uncertificated shares provided that the
person entitled to payment has in writing authorised the payment to be made by means of that system. The Company may send a cheque, warrant or money order by post to the Members or persons entitled
thereto, and in case of joint holders to the Member whose name stands first in the Register, or to such person and address as the holder or joint holders may direct or to such other place or places as
the Directors may determine or think fit. The Company shall not be responsible for any loss of any cheque, warrant, or order or any amounts lost, or delayed if payments are made by direct debit, bank
transfer or by means of a relevant system. Every such cheque, warrant, or order shall be made payable to the order of the person to whom it is sent, or to such person as the holder or joint holders
may in writing direct, and the payment of the cheques, warrant or order shall be a good discharge to the Company subject to the provisions of these Articles and to the rights attaching to, or the
terms of issue of, any shares, any dividend or other money payable in respect of a share may be paid by such other means as the Directors may determine and may be paid in such currency as the
Directors may determine. Where a dividend is to be paid in a currency or currencies other than sterling, the Directors may in their discretion approve the entering into of arrangements with the
persons entitled thereto to enable payment of the dividend to be made to such persons in such currency or currencies for value on the date on which the relevant dividend is paid, or such later date as
the directors may determine.

Payment of dividends in specie

141.    Any
General Meeting declaring a dividend may direct payment of such dividend wholly or in part by the distribution of specific assets and in particular of fully but not partly
paid-up shares or debentures of any other company, and the Directors shall give effect to any such direction provided that no such distribution shall be made unless recommended by the
Directors. Where any difficulty arises in regard to the distribution, the Directors may settle the same as they think expedient, and in particular may issue fractional certificates, and may fix the
value for distribution of such specific assets or any part thereof, and may determine that cash payments may be made to any Members upon the footing of the value so fixed, in order to adjust the
rights of all parties, and may vest any such assets in trustees upon trust for the persons entitled to the dividend as may seem expedient to the Director.

Scrip Dividends

142.    Subject
to and without prejudice to the provisions of Articles 131, 135 and 136, the Directors may offer the holders of ordinary shares the right to elect to receive ordinary shares,
credited as fully paid instead of cash in respect of all or part of such dividend or dividends as may be declared by the Company pursuant to Article 131 or, as the case may be, by the Directors
pursuant to Article 135, subject to such exclusions or restrictions as the Directors may in their absolute discretion deem necessary or desirable in relation to compliance with legal or
practical problems under the laws of or the requirements of any recognised regulatory body or any stock exchange in any territory.

The
following provisions shall apply:-

(A) the
Directors shall not exercise their powers under this Article in respect of a particular dividend unless the Company in General Meeting has authorised the exercise of
those powers in respect of that dividend or in respect of dividends (including that dividend) to be declared or paid during or in respect of a specified period;

59

---

(B)    the
basis of allotment shall be determined by the Directors so that as nearly as may be considered convenient without involving any rounding up of fractions, the value
(calculated by reference to the average quotation) of the new ordinary shares (including any fractional entitlement) to be allotted instead of any amount of dividend shall equal such amount. For such
purpose the "average quotation" of an ordinary share shall be the average of the middle market quotations for a fully paid ordinary share of the Company as derived from the Daily Official List of The
Stock Exchange on the business day on which the ordinary shares are first quoted "ex" the relevant dividend and the two subsequent business days;

(C)    no
shareholder may receive a fraction of share;

(D)    the
Directors may make such arrangements as they consider necessary or expedient in relation to any offer to be made pursuant to this Article including but not limited
to the giving of notice to ordinary shareholders of the right of election offered to them, the provision of forms of election (whether in respect of a particular dividend or dividends generally) and
determination of the procedure for making and revoking such elections and the place at which, and the latest time by which, forms of election and any other relevant documents must be lodged in order
to be effective;

(E)    the
dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be declared or payable on ordinary shares in respect
whereof the said election has been duly made ("the elected shares") and instead thereof additional ordinary shares shall be allotted to the holders of the elected shares on the basis of allotment
determined as aforesaid. For such purpose, the Directors shall capitalise out of such of the sums standing to the credit of reserves (including any share premium account or capital redemption reserve)
or any of the profits which could otherwise have been applied in paying dividends in cash as the Directors may determine, a sum equal to the aggregate nominal amount of the additional ordinary shares
to be allotted on such basis and apply the same in paying up in full the appropriate number of unissued ordinary shares for allotment and distribution to and amongst the holders of the elected shares
on such basis. A resolution of the Directors capitalising any part of the reserve or profits hereinbefore mentioned shall have the same effect as if such capitalisation had been declared by ordinary
resolution of the company in accordance with Article 143 and in relation to any such capitalisation the Directors may exercise all the powers conferred on them by that Article without need of
such ordinary resolution;

(F)    the
additional ordinary shares so allotted shall be allotted as of the record date for the dividend in respect of which the right of election has been offered and shall
rankpari passuin all respects with the fully paid ordinary shares then in issue except that the ordinary shares so allotted will not rank for any
dividend or other distribution or other entitlement which has been declared, made, paid or payable by reference to such record date.

CAPITALISATION OF PROFITS

143.    Subject
to the other provisions of these Articles and in accordance with the rights attaching to any class of share the Directors may with the authority of an Ordinary Resolution of
the Company:-

(A)    subject
as hereinafter provided, resolve to capitalise any undivided profits of the Company (whether or not the same are available for distribution and including profits
standing to any reserve) or, any sum standing to the credit of the Company's share premium account or capital redemption reserve funds;

60

---

(B)    appropriate
the profits or sum resolved to be capitalised to the Members in proportion to the nominal amount of Ordinary Shares (whether or not fully paid) held by them
respectively, and apply such profits or sum on their behalf, either in or towards paying up the amounts, if any, for the time being unpaid on any shares held by such Members respectively, or in paying
up in full unissued shares or debentures of the Company of a nominal amount equal to such profits or sum, and allot and distribute such shares or debentures credited as fully paid up, to and amongst
such Members, or as they may direct, in the proportion aforesaid, or partly in one way and partly in the other; Provided that the share premium account and the capital redemption reserve fund and any
such profits which are not available for distribution may, for the purposes of this Article, only be applied in the paying up of unissued shares to be issued to Members credited as fully paid; and
Provided that in the case where any sum is applied in paying amounts for the time being unpaid on any shares of the Company or in paying up in full debentures of the Company the amount of the net
assets of the Company at that time is not less than the aggregate of the called up share capital of the Company and its undistributable reserves and would not be reduced below that aggregate by the
payment thereof as shown in the latest audited accounts of the Company or such other accounts as may be relevant;

(C)    resolve
that any shares allotted under this Article to any Member in respect of a holding by him of any partly paid Ordinary Shares shall, so long as such Ordinary
Shares remain partly paid rank for dividends only to the extent that such partly paid Ordinary Shares rank for dividend;

(D)    make
such provisions by the issue of fractional certificates or by payment in cash or otherwise as the Directors think fit for the case of shares or debentures becoming
distributable under this Article in fractions;

(E)    authorise
any person to enter on behalf of all the Members concerned into an agreement with the Company providing for the allotment to them respectively, credited as
fully paid up, of any shares or debentures to which they may be entitled upon such capitalisation (any agreement made under such authority being thereupon effective and binding on all such Members);
and

(F)    generally
do all acts and things required to give effect to such resolution as aforesaid.

RECORD DATES

144.    Subject
to any special rights of any class of share, notwithstanding any other provision of these Articles the Company or the Board may fix any date as the record date for any
dividend, distribution, allotment or issue and such record date may be on or at any time before any date on which such dividend, distribution, allotment or issue is paid or made and on or at any time
before or after any date on which such dividend, distribution, allotment or issue is declared.

ACCOUNTS

Inspection of accounts and books and Register of Members

145.    The
Directors shall from time to time determine whether and to what extent and at what time and places, and under what conditions or regulations the accounting records of the
Company, or any of them, shall be open to the inspection of the Members, and no Member shall have any right of inspecting any accounting record or other document of the Company except as conferred by
statute or a proper court order or authorised by the Directors or by the Company in General Meeting. The Register shall be open for inspection by any Member or other person entitled to inspect the
same, and any person other than a Member inspecting the same shall pay a fee of 5p.

61

---

Copy to be sent to Members

146.    A
printed copy of every profit and loss account and balance sheet, including all documents required by law to be annexed to the balance sheet which is to be laid before the Company
in General Meeting, together with copies of the Directors' and of the Auditors' reports or, where permitted, a summary financial statement in the form and containing the information specified by the
Act and any regulations made thereunder shall not less than twenty-one clear days before the date of the meeting be sent to every Member (whether he is or is not entitled to receive
notices of General Meetings of the Company) and every holder of debentures of the Company (whether he is or is not so entitled) and the Auditors and all other persons, being persons so entitled, and
the requisite number of copies of these documents shall at the same time be forwarded to the appropriate department of The International Stock Exchange of the United Kingdom and the Republic of
Ireland Limited (or any successor Stock Exchange thereto) ("The Stock Exchange"). This Article shall not require a copy of these documents to be sent to more than one of the joint holders of any
shares or debentures. For the purposes of this article sending includes using electronic communications and publication on a web site in accordance with the relevant legislation.

SEALS

Provision for Seals

147.    The
Directors shall provide a Common Seal for the Company and shall have power from time to time to destroy the same and to substitute a new seal in lieu thereof.

Official Seal

148.    The
Directors may exercise the powers conferred on the Company by Section 40 of the Act with regard to having an Official Seal solely for sealing documents creating or
evidencing securities of the Company. Any such documents to which such Official Seal is affixed need not be signed by any person except where the Trust Deed constituting any debenture stock or loan
stock provides to the contrary.

Safe custody: How affixed

149.    The
Directors shall provide for the safe custody of every seal of the Company. The Common Seal shall never be affixed to any document except by the authority of a resolution of the
Directors which authority may be of a general nature and need not apply only to specific documents or transactions. Subject as in this Article provided two Directors or one Director and the Secretary
or some other person authorised by a resolution of the Directors shall sign autographically every instrument to which the Common Seal shall be affixed and in favour of any purchaser or person bona
fide dealing with the Company, such signatures shall be conclusive evidence of the fact that the Common Seal has been properly affixed.

Official Seal for use abroad

150.    The
Company may exercise the powers conferred by Section 39 of the Act with regard to having an Official Seal for use abroad, and such powers shall be vested in the Directors.

BILLS, NOTES, CHEQUES AND RECEIPTS

Signature of negotiable instruments

151.    The
Directors may draw, make, accept, or endorse, or authorise any other person or persons to draw, make, accept, or endorse any cheques, bills of exchange, promissory notes or other
negotiable instruments, provided that every cheque, bill of exchange, promissory note or other negotiable instrument drawn, made or accepted shall be signed by such persons or person as the Directors
may appoint from time to time for the purpose.

62

---

NOTICES

Service of notice on Members

152.    A
notice may be served by the Company upon any Member, either personally or by sending it through the post in a prepaid letter addressed to such Member at his registered address, or
at any other address in the United Kingdom which the Member shall have in writing given to the Company as his address for service, or by leaving it at any such address or, in respect of any bearer of
a share warrant, in accordance with any of the rights attached to his shares for the time being or in accordance with any other arrangements approved by the Directors for the purpose. For the purposes
of Articles 152 to 155 references to "member" or "members" shall include holder(s) of share warrants. Where appropriate the Company can also send any notice or other document by using electronic
communications and by publication on a web site in accordance with the relevant legislation.

When registered address not in the United Kingdom

153.    Members
whose registered address shall not be in the United Kingdom, and who shall not have given to the Company an address for service of notices in the United Kingdom, shall not be
entitled to receive any notices whatsoever, but the Directors may, if they think proper, serve any notice upon such Member in manner above mentioned.

Evidence of service

154.    A
notice or other document addressed to a Member at his registered address or address for service in the United Kingdom shall, if served by post be deemed to have been served at the
latest within twenty-four hours if prepaid as first class and within forty-eight hours if prepaid as second class, after the same shall have been posted, and in proving such service it
shall be sufficient to prove that the notice or document was properly addressed and duly posted.    If a notice or document is sent by the Company using electronic communications it is
treated as being received on the day after it was sent. Proof that a notice contained in an electronic communication was sent in accordance with the guidance issued from time to time by the Institute
of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given. If at any time by reason of the suspension or any curtailment of or disruption to the postal
services or relevant electronic mail system in the United Kingdom the Company is unable effectively to convene a General Meeting by notices sent through the post or electronically and the Board has
resolved that it is necessary to do so in the interests of the Company, a General Meeting may (subject in the case of an Annual General Meeting to Section 240 of the Act) be convened:-

(A)    by
a notice advertised on the same date in at least two leading United Kingdom national daily newspapers and such notice shall be deemed to have been duly served on all
Members entitled thereto at noon on the day when the advertisements appear or, if the same appear on different days, at noon on the last of the days when the advertisement appears. In any such case
the Company shall send confirmatory copies of the notice by post or by electronic communications if at least five days prior to the meeting the posting of notices or electronic communications again
become practicable; or

(B)    by
a notice delivered by courier to the registered address of all the Members entitled thereto and such notice shall be deemed to have been duly served on all Members
entitled thereto on the day when the notice has been delivered to the registered address of the last such Member. In proving such service, it shall be sufficient to prove that the notice was properly
delivered and no proof of receipt by any such Members is required.

63

---

Notice to joint holders

155.    All
notices directed to be given to the Members shall with respect to any share to which persons are jointly entitled, be given to whichever of such persons is named first in the
Register in respect of such shares, and notice so given shall be sufficient notice to all the holders of such share. If the person first named in the Register has a registered address outside the
United Kingdom and has not given the Company an address for service within the United Kingdom the joint holders shall not be entitled to any notice.

Notice in case of death or bankruptcy

156.    A
notice may be given to the persons entitled to a share in consequence of the death or bankruptcy of a holder thereof by sending it through the post addressed to them by name, or by
the title of representatives of the deceased or trustees of the bankrupt holder, or by any like designation at the address, if any, within the United Kingdom supplied for the purpose by the persons
claiming to be entitled. Alternatively, a person claiming such an entitlement can give the Company an address for the purposes of electronic communications. If this is done, notices or documents may
be sent to him at that address, but, this will be at the absolute discretion of the Directors. Otherwise, service of a notice at the registered address or the address for service in the United Kingdom
of any person whose name remains registered as the holder or joint holder of any share, shall notwithstanding the death of such person and whether or not the Company has notice of his death be deemed
to be sufficient notice to his executors or administrators, and to the survivor or survivors of the joint holders, and to all other persons entitled to such share.

UNTRACED SHAREHOLDERS

Untraced Shareholders

157.    (A)    The
Company shall be entitled to sell at the best price reasonably obtainable any share or stock of a Member or any share or stock to which a person is entitled by
transmission if and provided that:-



64

---



(B)    To
give effect to any such sale the Company may appoint any person to execute as transferor an instrument of transfer of such share or stock and such instrument of
transfer shall be as effective as if it had been executed by the registered holder of or person entitled by the transmission to such share or stock. The Company shall account to the Member or other
person entitled to such share or stock for the net proceeds of such sale by carrying all moneys in respect thereof to a separate account which shall be a permanent debt of the Company and the Company
shall be deemed to be a debtor and not a trustee in respect thereof for such Member or other person. Moneys carried to such separate account may either be employed in the business of the Company or
invested in such investments (other than shares of the Company or its holding company if any) as the Directors may from time to time think fit.

DESTRUCTION OF DOCUMENTS

158.    (A)    The
Company may destroy:-



(B)    It
shall conclusively be presumed in favour of the Company that every share certificate so destroyed was a valid certificate duly and properly sealed and that every
instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and that every other document destroyed hereunder was a valid and effective document in accordance
with the recorded particulars thereof in the books or records of the Company Provided always that:-



65

---



DIVISION OF ASSETSIN SPECIE

159.    The
Liquidator on any winding-up of the Company (whether voluntary or under supervision or compulsory) may with the authority of an Extraordinary Resolution, divide among
the Members in kind the whole or any part of the assets of the Company and whether or not the assets shall consist of property of one kind, or shall consist of properties of different kinds, and for
such purpose may set such value as he deems fair upon any one or more class or classes of property, and may determine how such division shall be carried out as between Members or classes of Members
but so that if any such division shall be otherwise than in accordance with the existing rights of the Members, every Member shall have the same right of dissent and other ancillary rights as if such
resolution were a Special Resolution passed in accordance with Section 110 of the Insolvency Act 1986. Notwithstanding the foregoing, the Liquidator shall not (save with the unanimous consent
of the members) divide amongst the Members any asset on which there is attached a liability or potential liability for the owner, but shall in the case of any such asset sell the same.

PROVISION FOR EMPLOYEES

160.    The
Company may exercise the power conferred upon it by Section 719 (1) of the Act by Resolution of the Directors.

INDEMNITY

Indemnity

161.    Subject
to the provisions of the Act, but without prejudice to any indemnity to which he may otherwise be entitled, every Director, Managing Director, Executive Director, Divisional
Director, Agent, Auditor, Secretary and other officer for the time being of the Company shall be indemnified out of the assets of the Company against any liability incurred by him in defending any
proceedings, whether civil or criminal in which judgment is given in his favour or in which he is acquitted or in connection with any application in which relief is granted to him by the Court from
liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company.

SHARES NOT SUBJECT TO SCHEME OF ARRANGEMENT

162.    (a)    In
this article, references to the "Scheme" are to the Scheme of Arrangement between the Company and the holders of Carlton Ordinary Shareholder Scheme Shares (as
defined in the Scheme) dated 8 December 2003 (with or subject to any modification, addition or condition approved or imposed by the Court) under section 425 of the Companies Act 1985 and
terms defined in the Scheme shall have the same meanings in this Article.

(b)    If
the Company issues any Carlton Ordinary Shares (other than to ITV plc or any subsidiary of ITV plc (an "ITV Company")) on or after the date of the adoption of this
Article and prior to 6.00 p.m. on the day before the date of the hearing to sanction the Scheme (the "Hearing Date") such Carlton Ordinary Shares shall be issued subject to the terms of the
Scheme and the holder or holders of such Carlton Ordinary Shares shall be bound by the Scheme accordingly.

66

---

(c)    If
any Carlton Ordinary Shares are issued to any person (also a "new member") at or after 6.00 p.m. on the day before the Hearing Date they will, provided that
the Scheme has become effective and that ITV plc is a member of the Company, be immediately transferred to ITV plc or its nominee(s) (unless such Carlton Ordinary Shares are issued to an ITV Company)
in consideration of and conditional on the issue to the new member of such number of ITV Ordinary Shares and ITV Convertible Shares (together with cash in respect of fractional entitlements) as that
member would have been entitled to had each Carlton Ordinary Share transferred to ITV plc hereunder been a Carlton Ordinary Shareholder Scheme Share at the Scheme Record Time, being ordinary shares
and convertible shares in ITV plc which rankpari passuwith all other ordinary shares or convertible shares in ITV plc, as the case may be, for the
time being in issue including any dividends or distributions made, paid or declared thereon following the date on which the transfer of the shares in the Company is executed.

(d)    The
number of ordinary shares in ITV plc to be issued to the new member under this Article162(accompanied by cash in
respect of fractional entitlements) may be adjusted by the directors in such manner as the Company's auditor may determine on any reorganisation of the share capital of the Company or of ITV plc.

(e)    To
give effect to any such transfer required by this Article162, the Company may appoint any person to execute a form of
transfer on behalf of the new member in favour of ITV plc and to agree for and on behalf of the new member to become a member of ITV plc. Pending the registration of ITV plc or its nominee(s) as the
holder of any share to be transferred pursuant to this Article162, ITV plc shall be empowered to appoint a person nominated by the directors to act as
attorney on behalf of each holder of the share in accordance with such directions as ITV plc may give in relation to any dealings with or disposal of such share (or any interest therein), exercising
any rights attached thereto or receiving any distribution or other benefit accruing or payable in respect thereof and the registered holder of such share shall exercise all rights attaching thereto in
accordance with the directions of ITV plc but not otherwise.

67

---

|                                                                                                   
|---------------------------------------------------------------------------------------------------
|NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS                                                   
|                                                                                                   
|RODERICK EDWARD WALKER
Articled Clerk with
Biddle Thorne Welsford & Gait
22 Aldermanbury
London EC2
|J KETTLE
Articled Clerk with
Biddle Thorne Welsford & Gait
22 Aldermanbury
London EC2              
|                                                                                                   

DATED
this 5th day of January 1939

WITNESS
to the above Signatures:-

W.
O'NEILL
Managing Clerk to Biddle & Co.
22 Aldermanbury
London E.C.2.

Solicitors

CA033320100

68

---

QuickLinks