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Exhibit 3.1

THE COMPANIES ACTS, 1862 to 1898
AND
THE COMPANIES ACT 1985

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COMPANY LIMITED BY SHARES

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MEMORANDUM(AS AMENDED BY SPECIAL RESOLUTION PASSED ON 26TH MARCH, 2003  AND ADOPTED ON 19TH MAY, 2003)

ANDARTICLES OF ASSOCIATION(AS ADOPTED BY SPECIAL RESOLUTION PASSED ON 26TH MARCH, 2003
AND WHICH CAME INTO FORCE ON 19TH MAY, 2003)
  
OF
  
MARCONI CORPORATION PLC

Incorporated the 27th day of September 1900
Registered No. 67307

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CONTENTS



|Memorandum of Association                          
|---------------------------------------------------
|Articles of Association                            
|Preliminary                                        
|Share Capital                                      
|Variation Of Rights                                
|Share Certificates                                 
|Lien                                               
|Calls On Shares                                    
|Forfeiture And Surrender                           
|Transfer Of Shares                                 
|Transmission Of Shares                             
|Alteration Of Share Capital                        
|Purchase Of Own Shares                             
|General Meetings                                   
|Notice Of General Meetings                         
|Proceedings At General Meetings                    
|Votes Of Members                                   
|Number Of Directors                                
|Appointment And Retirement Of Directors            
|Powers Of The Board                                
|Delegation Of Powers Of The Board                  
|Borrowing Powers                                   
|Disqualification And Removal Of Directors          
|Fees And Remuneration Of Non-Executive Directors   
|Directors' Expenses                                
|Executive Directors                                
|Directors' Interests                               
|Gratuities, Pensions, Insurance and Incentives     
|Proceedings Of The Board                           
|Secretary                                          
|Minutes                                            
|The Seal                                           
|Registers                                          
|Dividends                                          
|Capitalisation Of Profits And Reserves             
|Capitalisation Of ReservesEmployees' Share Schemes
|Record Dates                                       
|Accounts                                           
|Notices                                            
|Destruction Of Documents                           
|Untraced Shareholders                              
|Winding Up                                         
|Indemnity                                          

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No. 67307

THE
COMPANIES ACTS, 1862 TO 1898
AND THE COMPANIES ACT 1985

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COMPANY
LIMITED BY SHARES

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MEMORANDUM  OF ASSOCIATIONOF    MARCONI CORPORATION PLC

As
amended by Special Resolution
passed on 26th March, 2003
and adopted on 19th May, 2003

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Name changed following Special Resolution of 7th March, 2000

Clauses 2 and 3 added and altered, respectively, as a result of Directors' Resolution dated 3rd December, 1981

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2

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Amended by Special Resolutions on 10th September, 1982, 15th August, 2000, 26th March, 2003.

* (See notes 1 and 2 on page 10)

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We, the several persons whose Names, Addresses, and Descriptions 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                           |  | Number of Shares
taken by each
Subscriber
|--------------------------------------------------------------------------- |  | -----------------------------------------
|G. BYNG, 71, Queen Victoria Street, LONDON, E.C. Manufacturer.              |  | One Ordinary Share                       
|M. BYNG, 71, Queen Victoria Street, LONDON, E.C. Electrical Engineer.       |  | One Ordinary Share                       
|H. HIRST, 71, Queen Victoria Street, LONDON, E.C. Electrical Engineer.      |  | One Ordinary Share                       
|A. ECKSTEIN, Peel Works, Adelphi, SALFORD Electrical Engineer.              |  | One Ordinary Share                       
|WILLIAM WHITE, 71, Queen Victoria Street, LONDON, E.C. Electrical Engineer. |  | One Ordinary Share                       
|E. WILSON, 71, Queen Victoria Street, LONDON, E.C. Clerk.                   |  | One Ordinary Share                       
|T. J. K. ALWOOD, 71, Queen Victoria Street, LONDON, E.C. Accountant.        |  | One Ordinary Share                       

Dated
this 26th day of September, 1900
WITNESS to the Signature of GUSTAV BYNG

| |  | H.G. DENT
"Harrow View", Pinner, Middlesex.
| |  | -------------------------------------------

WITNESS to all the other Signatures

| |  | W. WARBURTON
Solicitor
15, Norfolk Street, Manchester
| |  | -----------------------------------------------------

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THE COMPANIES ACTS, 1862 to 1898
AND
THE COMPANIES ACT 1985

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COMPANY
LIMITED BY SHARES

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ARTICLES OF ASSOCIATIONOF    MARCONI CORPORATION PLC

(As
adopted by Special Resolution
passed on 26th March, 2003 and which came into force
on 19th May, 2003)

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Preliminary

Table A

1.    The
regulations in Table A as in force at the date of the incorporation of the Company shall not apply to the Company.

Definitions

2.    In
these Articles, except where the subject or context otherwise requires:

Actmeans the Companies Act 1985 including any modification or re-enactment of it for the time being in force;

Articlesmeans these articles of association as altered from time to time by special resolution;

auditorsmeans the auditors of the Company;

the boardmeans the directors or any of them acting as the board of directors of the Company;

certificated sharemeans a share in the capital of the Company that is not an uncertificated share and references in these Articles to a
share being held in certificated form shall be construed accordingly;

clear daysin relation to the giving of a notice means the period excluding the day on which a notice is given or deemed to be given and
the day for which it is given or on which it is to take effect;

communicationhas the same meaning as in the Electronic Communications Act 2000;

directormeans a director of the Company;

dividendmeans dividend or bonus;

electronic communicationhas the same meaning as in the Electronic Communications Act 2000;

electronic signaturehas the same meaning as in the Electronic Communications Act 2000;

employees' share schemehas the meaning given by section 743 of the Act;

entitled by transmissionmeans, in relation to a share in the capital of the Company, entitled as a consequence of the death or bankruptcy
of the holder or otherwise by operation of law;

financial institutionmeans a recognised clearing house acting in relation to a recognised investment exchange or a nominee of a
recognised clearing house acting in that way or of a recognised investment

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exchange,
each of which terms has the meaning given to it in Part XVIII of the Financial Services and Markets Act 2000;

holderin relation to a share in the capital of the Company means the member whose name is entered in the register as the holder of that
share;

London Stock Exchangemeans London Stock Exchange plc;

Management Planmeans the senior executive share option plan known as the Senior Management Share Option Plan;

membermeans a member of the Company;

Memorandummeans the memorandum of association of the Company as amended from time to time;

officemeans the registered office of the Company;

ordinary sharesmeans ordinary shares of 5p each in the capital of the Company;

paidmeans paid or credited as paid;

registermeans the register of members of the Company;

Regulationsmeans the Uncertificated Securities Regulations 2001;

sealmeans the common seal of the Company and includes any official seal kept by the Company by virtue of section 39 or 40 of the
Act;

secretarymeans the secretary of the Company and includes a joint, assistant, deputy or temporary secretary and any other person appointed
to perform the duties of the secretary;

Statutesmeans the Act and every other statute, statutory instrument, regulation (including the Regulations) or order for the time being
in force concerning companies registered under the Act;

uncertificated sharemeans a share in the capital of the Company which is recorded on the register as being held in uncertificated form
and title to which may, by virtue of the Regulations, be transferred by means of a relevant system and references in these Articles to a share being held in uncertificated form shall be construed
accordingly;

United Kingdommeans Great Britain and Northern Ireland; and

UKLAmeans the UK Listing Authority, a division of the Financial Services Authority acting in its capacity as the competent authority for
the purposes of Part V of the Financial Services and Markets Act 2000 or any successor enactment.

Construction

3.    Any
reference to a document being executed includes a reference to its being executed under hand or under seal or by any other method and any reference to a document
being sealed or executed under seal or under the common seal of any body corporate (including the Company) or any similar expression includes a reference to its being executed in any other manner
which has the same effect as if it were executed under seal.

Any
reference to doing something by electronic means includes doing it by an electronic communication.

Any
references to a signature or to something being signed or executed includes an electronic signature or other means of verifying the authenticity of an electronic communication which
the board may from time to time approve, a signature printed or reproduced by mechanical or other means or

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any
stamp or other distinctive marking made by or with the authority of the person required to sign the document to indicate it is approved by such person.

Any
reference to writing includes a reference to (a) any visible substitute for writing, (b) anything partly in one form and partly in another form and (c) any
method of reproducing words in a legible form.

Any
reference to a show of hands includes such other method of casting votes as the board may from time to time approve.

Words
denoting the singular number include the plural number and vice versa; words denoting the masculine gender include the feminine gender; and words denoting persons include
corporations and unincorporated associations.

Words
or expressions contained in these Articles which are not defined in Article 2 but are defined in the Act have the same meaning as in the Act (but excluding any modification
of the Act not in force at the date of adoption of these Articles) unless inconsistent with the subject or context.

Words
or expressions contained in these Articles which are not defined in Article 2 but are defined in the Regulations have the same meaning as in the Regulations (but excluding
any modification of the Regulations not in force at the date of adoption of these Articles) unless inconsistent with the subject or context.

Subject
to the preceding two paragraphs, references to any provision of any enactment or of any subordinate legislation (as defined by section 21(1) of the Interpretation Act
1978) include any modification or re-enactment of that provision for the time being in force.

Headings
and marginal notes are inserted for convenience only and do not affect the construction of these Articles.

In
these Articles, (a) powers of delegation shall not be restrictively construed but the widest interpretation shall be given to them; (b) the word boardin the context of the exercise of
any power contained in these Articles includes any committee consisting of one or more directors, any director
holding executive office and any local or divisional board, manager or agent of the Company to which or, as the case may be, to whom the power in question has been delegated; (c) no power of
delegation shall be limited by the existence or, except where expressly provided by the terms of delegation, the exercise of that or any other power of delegation; and (d) except where
expressly provided by the terms of delegation, the delegation of a power shall not exclude the concurrent exercise of that power by any other body or person who is for the time being authorised to
exercise it under these Articles or under another delegation of the power.

Where,
in relation to a share, these Articles refer to a relevant system, the reference is to the relevant system in which that share is a participating security at the relevant time.

Share Capital

4.     The
authorised share capital of the Company at the date of adoption of these Articles is £300,000,000 divided into 6,000,000,000 ordinary
shares.(1)&(2)

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Shares with special rights

5.    Subject
to the provisions of the Statutes and without prejudice to any rights attached to any existing shares or class of shares, any share may be issued with such rights
or restrictions as the Company may by ordinary resolution determine or, subject to and in default of such determination, as the board shall determine.

Uncertificated shares

6.1    Subject
to the provisions of the Regulations, the board may permit the holding of shares in any class of shares in uncertificated form and the transfer of title to
shares in that class by means of a relevant system and may revoke any such permission.

Exercise of Company's entitlements in respect of uncertificated shares

6.2    In
relation to any share which is for the time being held in uncertificated form:



Conditions of issue of share warrants



6.3    The
Company may, by notice to the holder of any share in certificated form, direct that the form of such share may not be changed to uncertificated form for a period
specified in such notice.

6.4    For
the purpose of effecting any action by the Company, the board may determine that shares held by a person in uncertificated form shall be treated as a separate
holding from shares held by that person in certificated form but shares of a class held by a person in uncertificated form shall not be treated as a separate class from shares of that class held by
that person in certificated form.

Section 80 authority

7.1    The
Company may from time to time pass an ordinary resolution referring to this Article and authorising, in accordance with section 80 of the Act, the board to
exercise all the powers of the Company to allot relevant securities and:



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Section 89 disapplication

7.2    Subject
to the board being generally authorised to allot relevant securities in accordance with section 80 of the Act, the Company may from time to time resolve,
by a special resolution referring to
this Article, that the board be given power to allot equity securities for cash and, on the passing of the resolution, the board shall have power to allot (pursuant to that authority) equity
securities for cash as if section 89(1) of the Act did not apply to the allotment but that power shall be limited to:



Definitions

7.3    In
this Articleequity securityhas the meaning given to it in section 94 of the Act.

Residual allotment powers

8.    Subject
to the provisions of the Statutes relating to authority, pre-emption rights or otherwise and of any resolution of the Company in general meeting
passed pursuant to those provisions, and, in the case of redeemable shares, the provisions of Article 9:



Redeemable shares

9.    Subject
to the Statutes, and without prejudice to any rights attached to any existing shares or class of shares, any share may be issued on terms that it is to be
redeemed or is liable to be redeemed at the option of the Company or the holder.

Commissions

10.    The
Company may exercise all powers of paying commissions and brokerage conferred or permitted by the Statutes. Subject to the Statutes, any such commission or brokerage
may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one way and partly in the other.

Trusts not recognised

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11.    Except
as required by law or these Articles, the Company shall recognise no person as holding any share on any trust and the Company shall not be bound by or required to
recognise (even when having notice of it) any interest in or in respect of any share except the holder's absolute right to the entirety of the share.

Variation Of Rights

Method of varying rights

12.1    Whenever
the capital of the Company is divided into different classes of shares, all or any of the rights for the time being attached to any class of shares in issue
may from time to time (whether or not the Company is being wound up) be varied in such manner as those rights may provide or (if no such provision is made) either with the consent in writing of the
holders of three-fourths in nominal value of the issued shares of that class or with the authority of an extraordinary resolution passed at a separate general meeting of the holders of those shares.

No variation on purchase, or redemption by the Company

12.2    Unless
otherwise expressly provided by the rights attached to any class of shares those rights shall not be deemed to be varied by the creation or issue of further
shares rankingpari passuwith them or by the purchase or redemption by the Company of any of its own shares in accordance with the Act and
Article 48.

Share Certificates

Members' rights to certificates

13.    Every
member, on becoming the holder of any certificated shares (except a financial institution in respect of whom the Company is not required by law to complete and
have ready for delivery a certificate or unless the conditions of issue otherwise provide) shall be entitled, without payment, to one certificate for all the certificated shares of each class held by
him (and, on transferring a part of his holding of certificated shares of any class, or if he elects to hold part in uncertificated form, to a new certificate for the balance of his holding of
certificated shares). He may elect to receive one or more additional certificates for any of his certificated shares if he pays for every certificate after the first a reasonable sum determined from
time to time by the board. Every certificate shall:



Replacement certificates

The
Company shall not be bound to issue more than one certificate for certificated shares held jointly by more than one person and delivery of a certificate to one joint holder shall be
a sufficient delivery to all of them. Shares of different classes may not be included in the same certificate.

14.1    If
a share certificate is defaced, worn out or alleged to be lost, stolen or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and
payment of any exceptional out-of-pocket expenses incurred by the Company in investigating evidence and preparing the requisite form of indemnity as the board may determine but
otherwise free of charge, and (in the case of defacement or wearing out) on delivery up of the old certificate.

14.2    Any
two or more certificates representing shares of any one class held by any member may at his request be cancelled and a single new certificate issued.

14.3    If
any member surrenders for cancellation a certificate representing shares held by him and requests the Company to issue two or more certificates representing those
shares in such proportions as

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he
may specify, the board may, if it thinks fit, comply with the request on payment of such fee (if any) as the board may decide.

14.4    In
the case of joint holders of a share a request for a new certificate under any of the preceding paragraphs of this Article may be made by any one of the joint
holders unless the certificate is alleged to have been lost, stolen or destroyed.

Lien

Company to have lien on shares

15.    The
Company shall have a first and paramount lien on every share (not being a fully paid share) for all amounts payable to the Company (whether presently or not) in
respect of that share. The board may at any time (generally or in a particular case) waive any lien or declare any share to be wholly or in part exempt from the provisions of this Article. The
Company's lien on a share shall extend to any amount (including without limitation dividends) payable in respect of it.

Enforcement of lien by sale

16.1    The
Company may sell, in such manner as the board determines, any share on which the Company has a lien if a sum in respect of which the lien exists is presently
payable and is not paid within 14 clear days after notice has been given to the holder of, or any person entitled by transmission to, the share demanding payment of that amount and stating that if the
notice is not complied with the share may be sold.

Giving effect to sale

16.2    To
give effect to any sale under Article 16.1 the board may, if the share is a certificated share, authorise any person to execute an instrument of transfer in
respect of the share sold to, or in accordance with the directions of, the buyer. If the share is an uncertificated share, the board may exercise any of the Company's powers under these Articles to
effect the sale of the share to, or in accordance with the directions of, the buyer. The buyer shall not be bound to see to the application of the purchase money and title to the share shall not be
affected by any irregularity in or invalidity of the proceedings in relation to the sale.

Application of proceeds

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

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Calls On Shares

Power to make calls

17.    Subject
to the terms of allotment, the board may from time to time make calls on the members in respect of any moneys unpaid on their shares (whether in respect of
nominal amount or premium). Each member shall (subject to receiving at least 14 clear days' notice specifying when and where payment is to be made) pay to the Company the amount called on his shares
as required by the notice. A call may be required to be paid by instalments. A call may be revoked in whole or part and the time fixed for payment of a call may be postponed in whole or part as the
board may determine. A person on whom a call is made shall remain liable for calls made on him even if the shares in respect of which the call was made are subsequently transferred.

Time when call made

18.    A
call shall be deemed to have been made at the time when the resolution of the board authorising the call was passed.

Liability of joint holders

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

Interest payable
Deemed calls

20.    If
a call or any instalment of a call remains unpaid in whole or in part after it has become due and payable the person from whom it is due and payable shall pay
interest on the amount unpaid from the day it became due and payable until the date of actual payment. Interest shall be paid at the rate fixed by the terms of allotment of the share or in the notice
of the call or, if no rate is fixed, the rate determined by the board, not exceeding 15 per cent. per annum, or, if higher, the appropriate rate (as defined by the Act), but the board may in respect
of any individual member waive payment of such interest wholly or in part.

21.    An
amount payable in respect of a share on allotment or at any fixed date, whether in respect of nominal amount or premium or as an instalment of a call, shall be deemed
to be a call duly made and notified and payable on the date so fixed or in accordance with the terms of the allotment. If it is not paid the provisions of these Articles shall apply as if that amount
had become due and payable by virtue of a call duly made and notified.

Differentiation on calls

22.    Subject
to the terms of allotment, the board may make arrangements on the issue of shares for a difference between the allottees or holders of shares in the amounts and
times of payment of calls on their shares.

Payment of calls in advance

23.    The
board may, if it thinks fit, receive from any member all or any part of the moneys uncalled and unpaid on any share held by him. Such payment in advance of calls
shall extinguish the liability on the share in respect of which it is made to the extent of the payment. The Company may pay on all or any of the moneys so advanced (until they would but for such
advance become presently payable) interest at such rate agreed between the board and the member not exceeding (unless the Company by ordinary resolution otherwise directs) 15 per cent. per annum or,
if higher, the appropriate rate (as defined in the Act).

Forfeiture And Surrender

Notice requiring payment of call

24.    If
a call or any instalment of a call remains unpaid in whole or in part after it has become due and payable, the board may give to the person from whom it is due not
less than 14 clear days'

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notice
requiring payment of the amount unpaid together with any interest which may have accrued and any costs, charges and expenses incurred by the Company by reason of such non-payment.
The notice shall state a further day, being not less than 14 clear days from the date of the notice, on or before which, and the place where, payment is to be made and shall state that, in the event
of non-payment on or before the day and at the place appointed, the share in respect of which the call was made or instalment is payable will be liable to be forfeited.

Forfeiture for non-compliance

25.    If
the requirements of a notice given under the preceding Article are not complied with, any share in respect of which it was given may, at any time before the payment
required by the notice has been made, be forfeited by a resolution of the board. The forfeiture shall include all dividends declared and other moneys payable in respect of the forfeited share which
have not been paid before the forfeiture. When a share has been forfeited, notice of the forfeiture shall be served on the person who was the holder of the share or (as the case may be) the person
entitled to the share by transmission, before the forfeiture. An entry shall be made in the register opposite the entry of the share showing that notice has been served, that the share has been
forfeited and the date of forfeiture. No forfeiture shall be invalidated by the omission or neglect to give that notice or to make those entries.

Disposal of forfeited or surrendered shares

26.    Subject
to the provisions of the Statutes, a share which is forfeited or surrendered shall be deemed to become the property of the Company and may be sold,
re-allotted or otherwise disposed of on such terms and in such manner as the board determines, either to the person who was the holder before the forfeiture or surrender or to any other
person. At any time before sale, re-allotment or other disposal, the forfeiture or surrender may be cancelled on such terms as the board thinks fit. Where for the purposes of its disposal
a forfeited or surrendered share held in certificated form is to be transferred to any person, the board may authorise any person to execute an instrument of transfer of the share to that person.
Where for the purposes of its disposal a forfeited or surrendered share held in uncertificated form is to be transferred to any person, the board may exercise any of the Company's powers under
Article 6.2. The Company may receive the consideration given for the share on its disposal and may register the transferee as holder of the share.

Liability following forfeiture or surrender

27.    A
person shall cease to be a member in respect of any share which has been forfeited or surrendered and shall, if the share is a certificated share, surrender the
certificate for any forfeited or surrendered share to the Company for cancellation. The person shall remain liable (unless interest is waived in whole or in part by the board) to the Company for all
moneys which at the date of forfeiture or surrender were presently payable by him to the Company in respect of that share with interest on that amount at the rate at which interest was payable on
those moneys before the forfeiture or surrender or, if no interest was so payable, at the rate determined by the board, not exceeding 15 per cent. per annum or, if higher, the appropriate rate (as
defined in the Act), from the date of forfeiture or surrender until payment. He shall also be liable to satisfy all the claims and demands (if any) which the Company might have enforced in respect of
the share at the time of forfeiture or surrender. The board may waive payment wholly or in part or enforce payment without any allowance for the value of the share at the time of forfeiture or for any
consideration received on its disposal.

Surrender

28.    The
board may accept the surrender of any share which it is in a position to forfeit on such terms and conditions as may be agreed. Subject to those terms and
conditions, a surrendered share shall be treated as if it had been forfeited.

Extinction of rights

29.    The
forfeiture of a share shall involve the extinction at the time of forfeiture of all interest in and all claims and demands against the Company in respect of the
share and all other rights and

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liabilities
incidental to the share as between the person whose share is forfeited and the Company, except only those rights and liabilities expressly saved by these Articles, or as are given or
imposed in the case of past members by the Statutes.

30.    A
statutory declaration by a director or the secretary that a share has been duly forfeited or surrendered on a specified date shall be conclusive evidence of the facts
stated in it as against all persons claiming to be entitled to the share. The declaration shall (subject if necessary to the execution of an instrument of transfer or transfer by means of the relevant
system, as the case may be) constitute a good title to the share. The person to whom the share is disposed of shall not be bound to see to the application of the purchase money, if any, and his title
to the share shall not be affected by any irregularity in, or invalidity of, the proceedings in reference to the forfeiture, surrender, sale, re-allotment or disposal of the share.

Transfer Of Shares

Right to transfer shares

31.    Subject
to the restrictions in these Articles, a member may transfer all or any of his shares in any manner which is permitted by the Statutes and is from time to time
approved by the board.

Form and execution of transfer of certificated share

32.    The
instrument of transfer of a certificated share may be in any usual form or in any other form which the board may approve. An instrument of transfer shall be signed
by or on behalf of the transferor and, unless the share is fully paid or is a forfeited or surrendered share, by or on behalf of the transferee. An instrument of transfer need not be under seal.

Transfers of partly paid certificated shares

33.    The
board may, in its absolute discretion and without giving any reason for its decision, refuse to register any instrument of transfer of a certificated share:



Invalid transfers of certificated shares

34.1    The
board may also refuse to register the transfer of a certificated share unless the instrument of transfer:



Renunciation of allotment

34.2    Nothing
in these Articles shall preclude the board from recognising a renunciation of the allotment of any share by the allottee in favour of some other person.

Transfers of certificated shares by financial institutions

34.3    In
the case of a transfer of a certificated share by a financial institution, the lodgement of a share certificate will only be necessary if and to the extent that a
certificate has been issued in respect of the share in question.

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Transfer of uncertificated shares

35.1    The
Company shall register the transfer of any shares held in uncertificated form in accordance with the Statutes.

35.2    The
board may, in its absolute discretion and without giving any reason for its decision, refuse to register any transfer of an uncertificated share where permitted by
the Statutes.

Notice of refusal to register

36.    If
the board refuses to register a transfer of a share, it shall give the transferee notice of its refusal within two months after the date on which the instrument of
transfer was lodged with the Company or the Operator-instruction was received, as the case may be.

Suspension of registration

37.    The
registration of transfers of any shares or any class of shares may be suspended at such times and for such periods (not exceeding 30 days in any year) as the
board may determine, except that the registration of transfers of any shares or any class of shares which are for the time being participating securities may only be suspended as permitted by the
Statutes.

No fee payable on registration

38.    No
fee shall be charged for the registration of any instrument of transfer or other document or instruction relating to or affecting the title to a share.

Holder until entered into register of members

39.    The
transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the register in respect of the share.

Retention of transfers

40.    The
Company shall be entitled to retain an instrument of transfer which is registered, but an instrument of transfer which the board refuses to register shall (except in
any case where fraud or any other crime involving dishonesty is suspected in relation to such transfer) be returned to the person lodging it when notice of the refusal is given.

Transmission Of Shares

Transmission on death

41.    If
a member dies, the survivor or survivors where he was a joint holder, and his personal representatives where he was a sole holder or the only survivor of joint
holders, shall be the only persons recognised by the Company as having any title to his shares provided that nothing in these Articles shall release the estate of a deceased member (whether a sole or
joint holder) from any liability in respect of any share held by him solely or jointly.

Election of person entitled by transmission

42.1    A
person becoming entitled to a share in consequence of the death or bankruptcy of a member or of any other event giving rise to a transmission by operation of law may,
on production of any evidence as to his entitlement as may be required by the board and subject as provided in this Article and Article 42.2, elect either to become registered himself as the
holder of the share or to have another person nominated by him registered as the holder of the share. If he elects to become the holder he shall give notice to the Company to that effect. If he elects
to have another person registered, he shall execute a transfer of the share to that person or execute such other document or take such other action as the board may require to enable that person to be
registered. All the provisions of these Articles relating to the transfer of shares apply to that notice or instrument of transfer or other document or action as if it were an instrument of transfer
executed by the person

16

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from
whom the title by transmission is derived and the event giving rise to such transmission had not occurred.

Elections required

42.2    The
board may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share, and if such notice is not complied
with within 60 days, the board may
after the expiry of that period withhold payment of all dividends or other moneys payable in respect of the share until the requirements of the notice have been complied with.

Rights of persons entitled by transmission

43.    A
person becoming entitled to a share in consequence of a death or bankruptcy or of any other event giving rise to a transmission by operation of law shall, on
production of any evidence as to his entitlement properly required by the board and subject to the requirements of Article 42, have the same rights in relation to the share as he would have had
if he were the holder of the share, subject to Article 133. That person may give a discharge for any dividends or other moneys payable in respect of the share, but he shall not, before being
registered as the holder of the share, be entitled in respect of it to receive notice of, or to attend or vote at, any meeting of the Company or to receive notice of or to attend or vote at any
separate meeting of the holders of any class of shares in the capital of the Company.

Alteration Of Share Capital

44.    The
Company may by ordinary resolution:



New shares subject to these Articles

45.    All
shares created by ordinary resolution pursuant to Article 44 shall be subject to all the provisions of these Articles including, without limitation,
provisions relating to payment of calls, lien, forfeiture, transfer and transmission.

Fractions arising

46.    Whenever
any members would be entitled to fractions of a share as a result of a consolidation and division or sub-division of shares, the board may deal with
the fractions as it thinks fit. In particular, without limitation, the board may:



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Power to reduce capital

For
the purposes of a sale under this Article where the shares to be sold are held in certificated form the board may authorise some person to execute an instrument of transfer of the
shares to, or in accordance with the directions of, the buyer. Where the shares to be sold are held in uncertificated form, the board may do all acts and things it considers necessary or expedient to
effect the transfer of the shares to, or in accordance with the directions of, the buyer. The buyer shall not be bound to see to the application of the purchase moneys and his title to the shares
shall not be affected by any irregularity in, or invalidity of, the proceedings in relation to the sale.

47.    Subject
to the provisions of the Statutes and to any relevant rights attached to any class of shares, the Company may by special resolution reduce its share capital, any
capital redemption reserve and any share premium account in any way.

Purchase Of Own Shares

Power to purchase own shares

48.    Subject
to the Statutes and without prejudice to any relevant rights attached to any class of shares, the Company may purchase all or any of its own shares of any class
(including without limitation redeemable shares) in any way and at any price (whether at par or above or below par).

General Meetings

Types of general meetings

49.    All
general meetings of the Company other than annual general meetings shall be called extraordinary general meetings. The board shall convene and the Company shall hold
annual general meetings in accordance with the Statutes.

Separate class meetings

50.    All
provisions of these Articles relating to general meetings of the Company or to the proceedings at general meetings shall apply,mutatis
mutandis, to every separate general meeting of the holders of any class of shares in the capital of the Company, except that:



51.    The
board may convene an extraordinary general meeting whenever and at such times and places as it shall determine. On the requisition of members pursuant to the
provisions of the Statutes, the board shall convene an extraordinary general meeting in accordance with the requirements of the Statutes or, in default, such requisitionists may convene an
extraordinary general meeting, as provided

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by
the Statutes. If there are insufficient directors in the United Kingdom to call a general meeting any director of the Company may call a general meeting, but where no director is willing or able to
do so, any two members of the Company may summon a meeting for the purpose of appointing one or more directors.

Notice Of General Meetings

Period of notice

52.1    An
annual general meeting and an extraordinary general meeting called for the passing of a special resolution or a resolution of which special notice is required by the
Statutes shall be called by not less than 21 clear days' notice. All other extraordinary general meetings shall be called by not less than 14 clear days' notice.

Recipients of notice

52.2    Subject
to the provisions of these Articles and to any restrictions imposed on any shares, notice of general meeting shall be given to all the members, to each of the
directors and to the auditors.

Contents of notice: general

53.1    The
notice shall specify the day, time and place of the meeting (including without limitation any satellite meeting place arranged for the purposes of
Article 54.1, which shall be identified as such in the notice) and the general nature of the business to be transacted. All business transacted at an extraordinary general meeting shall be
deemed special. All business transacted at an annual general meeting shall be deemed special except:



Contents of notice: additional requirements

53.2    In
the case of an annual general meeting, the notice shall specify the meeting as such. In the case of a meeting to pass a special or extraordinary resolution, the
notice shall specify the intention to propose the resolution as a special or extraordinary resolution, as the case may be.

Article 54.3 arrangements

53.3    The
notice shall include details of any arrangements made for the purpose of Article 54.3 (making clear that participation in those arrangements will not amount
to attendance at the meeting to which the notice relates).

General meetings at more than one place

54.1    The
board may resolve to enable persons entitled to attend a general meeting to do so by simultaneous attendance and participation at a satellite meeting place anywhere
in the world. The members present in person or by proxy at satellite meeting places shall be counted in the quorum for, and entitled to vote at, the general meeting in question, and that meeting shall
be duly constituted and its proceedings valid if the chairman of the general meeting is satisfied that adequate facilities are

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available
throughout the general meeting to ensure that members attending at all the meeting places are able to:



The
chairman of the general meeting shall be present at, and the meeting shall be deemed to take place at, the principal meeting place.

Interruption or adjournment where facilities inadequate

54.2    If
it appears to the chairman of the general meeting that the facilities at the principal meeting place or any satellite meeting place have become inadequate for the
purposes referred to in Article 54.1, then the chairman may, without the consent of the meeting, interrupt or adjourn the general meeting. All business conducted at that general meeting up to
the time of that adjournment shall be valid. The provisions of Article 61.3 shall apply to that adjournment.

54.3    The
board may make arrangements for persons entitled to attend a general meeting or an adjourned general meeting to be able to view and hear the proceedings of the
general meeting or adjourned general meeting and to speak at the meeting (whether by the use of microphones, loudspeakers, audio-visual communications equipment or otherwise) by attending at a venue
anywhere in the world not being a satellite meeting place. Those attending at any such venue shall not be regarded as present at the general meeting or adjourned general meeting and shall not be
entitled to vote at the meeting at or from that venue. The inability for any reason of any member present in person or by proxy at such a venue to view or hear all or any of the proceedings of the
meeting or to speak at the meeting shall not in any way affect the validity of the proceedings of the meeting.

Controlling level of attendance

54.4    The
board may from time to time make any arrangements for controlling the level of attendance at any venue for which arrangements have been made pursuant to
Article 54.3 (including without limitation the issue of tickets or the imposition of some other means of selection) it in its absolute discretion considers appropriate, and may from time to
time change those arrangements. If a member, pursuant to those arrangements, is not entitled to attend in person or by proxy at a particular venue, he shall be entitled to attend in person or by proxy
at any other venue for which arrangements have been
made pursuant to Article 54.3. The entitlement of any member to be present at such venue in person or by proxy shall be subject to any such arrangement then in force and stated in the notice of
meeting or adjourned meeting to apply to the meeting.

Change in place and/or time of meeting

54.5    If,
after the giving of notice of a general meeting but before the meeting is held, or after the adjournment of a general meeting but before the adjourned meeting is
held (whether or not notice of the adjourned meeting is required), the board decides that it is impracticable or unreasonable for a reason beyond its control to hold the meeting at the declared place
(or any of the declared places, in the case of a meeting to which Article 54.1 applies) and/or time, it may change the place (or any of the places, in the case of a meeting to which
Article 54.1 applies) and/or postpone the time at which the meeting is to be held. If such a decision is made, the board may then change the place (or any of the places, in the case of a
meeting to which Article 54.1 applies) and/or postpone the time again if it decides that it is reasonable to do so. In either case:



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Meaning of participate

54.6    For
the purposes of this Article 54, the right of a member to participate in the business of any general meeting shall include without limitation the right to
speak, vote on a show of hands, vote on a poll, be represented by a proxy and have access to all documents which are required by the Statutes or these Articles to be made available at the meeting.

Accidental omission to give notice

55.1    The
accidental omission to give notice of a general meeting, or to send any notification where required by the Statues or these Articles in relation to the publication
of a notice of meeting on a website, or to send a form of proxy where required by the Statues or these Articles to any person entitled to receive it, or the non-receipt for any reason of
any such notice, notification or form of proxy by that person, whether or not the Company is aware of such omission or non-receipt shall not invalidate the proceedings at that meeting.

Security

55.2    The
board and, at any general meeting, the chairman may make any arrangement and impose any requirement or restriction it considers appropriate to ensure the security
of a general meeting including, without limitation, requirements for evidence of identity to be produced by those attending the meeting, the searching of their personal property and the restriction of
items that may be taken into the meeting place. A director or the secretary may (or may authorise another person on their behalf to) refuse entry to a person who refuses to comply with any such
arrangements, requirements or restrictions and eject from a general meeting any person who causes the proceedings to become disorderly.

Proceedings At General Meetings

Quorum

56.    No
business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business. Save as otherwise provided by these Articles,
two persons present in person or by proxy and entitled to vote on the business to be transacted shall be a quorum.

If quorum not present

57.    If
such a quorum is not present within fifteen minutes (or such longer time not exceeding 30 minutes as the chairman of the meeting may decide to wait) from the time
appointed for holding a general meeting, or if during a general meeting such a quorum ceases to be present, the meeting, if convened on the requisition of members, shall be dissolved, and in any other
case shall stand adjourned to such time and place as the chairman of the meeting may determine. The adjourned meeting shall be dissolved if a quorum is not present within 15 minutes after the time
appointed for holding the adjourned meeting.

Chairman

58.    The
chairman, if any, of the board or, if he is absent or unwilling to act, any deputy chairman of the Company or, if he is absent or unwilling to act, the
vice-chairman of the Company (or if more

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than
one vice-chairman has been appointed the senior vice-chairman present) or, if he is absent or unwilling to act, some other director nominated by the board, shall preside
as chairman of the meeting. If neither the chairman, any deputy chairman, any vice-chairman nor such other director (if any) is present within five minutes after the time appointed for
holding the meeting or is not willing to act as chairman, the directors present shall elect one of their number to be chairman. If there is only one director present and willing to act, he shall be
chairman. If no director is willing to act as chairman, or if no director is present within five minutes after the time appointed for holding the meeting, the members present and entitled to vote
shall choose one of their number to be chairman.

Directors entitled to attend and speak

59.    A
director shall, notwithstanding that he is not a member, be entitled to attend and speak at any general meeting of the Company and at any separate meeting of the
holders of any class of shares in the capital of the Company.

Chairman may invite non-members

60.    The
chairman may invite any person who is a non-member of the Company to attend and speak at any general meeting of the Company if he considers that such
person has the appropriate knowledge or experience of the Company's business to assist in the deliberations of the meeting. Any such non-member shall not be entitled to vote at such
general meeting.

Adjournments: chairman's powers

61.1    The
chairman may, with the consent of any general meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time
and from place to place. No business shall be transacted at an adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place. In
addition (and without prejudice to the chairman's power to adjourn a meeting conferred by Article 54.2), the chairman of the meeting may at any time without the consent of the meeting adjourn
the meeting (whether or not it has commenced or a quorum is present) to another time and/or place if, in his opinion, it would facilitate the conduct of the business of the meeting to do so.

61.2    Nothing
in these Articles shall limit any other power vested in the chairman of the meeting to adjourn the meeting.

Adjournments: procedures

61.3    Any
such adjournment may be for such time and to such other place (or, in the case of a meeting held at a principal meeting place and a satellite meeting place, such
other places) as the chairman may, in his absolute discretion determine, notwithstanding that by reason of such adjournment some members may be unable to be present at the adjourned meeting. Any such
member may nevertheless execute a form of proxy for the adjourned meeting which, if delivered by him to the chairman or the secretary, shall be valid even though it is given at less notice than would
otherwise be required by these Articles. When a meeting is adjourned for 30 days or more or for an indefinite period, at least seven clear days' notice shall be given in the same manner as in
the case of the original meeting but otherwise no person shall be entitled to any notice of an adjournment or of the business to be transacted at an adjourned meeting. No business shall be transacted
at any adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place.

Amendments to resolutions

62.1    Subject
to the Statutes, a resolution may only be put to the vote at a general meeting if the chairman of the meeting in his absolute discretion decides that the
resolution may properly be regarded as within the scope of the meeting. If an amendment is proposed to any resolution under consideration but is in good faith ruled out of order by the chairman, the
proceedings of the meeting or on the resolution in question shall not be invalidated by any error in such ruling. Any ruling by the chairman

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of
the meeting in relation to a resolution or an amendment to a resolution shall be final and conclusive. With the consent of the chairman, an amendment may be withdrawn by its proposer before it is
voted on.

62.2    No
amendment to a resolution proposed as a special or extraordinary resolution may be made, at or before the time at which the resolution is put to the vote, to the
form of the resolution as set out in the notice of meeting (other than a mere clerical amendment to correct a patent error or as otherwise may be permitted by law).

62.3    No
amendment to a resolution proposed as an ordinary resolution may be made, at or before the time at which the resolution is put to the vote, considered or voted on
(other than a mere clerical amendment to correct a patent error or as otherwise may be permitted by law) unless either:



The
giving of notice under subparagraph (a) above shall not prejudice the power of the chairman of the meeting to rule the amendment out of order.

Methods of voting

63.    A
resolution put to the vote of a general meeting shall be decided on a show of hands unless before, or immediately after the declaration of the result of, a vote on a
show of hands or on the withdrawal of any other demand for a poll, a poll is demanded. A poll may be demanded by:



Declaration of result

64.    Unless
a poll is duly demanded (and the demand is not withdrawn) a declaration by the chairman that a resolution has been carried, or carried unanimously, or by a
particular majority, or lost, or not carried by a particular majority shall be conclusive and an entry to that effect in the minutes of the meeting shall be conclusive evidence of that fact, without
proof of the number or proportion of the votes recorded in favour of or against the resolution.

Chairman's casting vote

65.    In
the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place, or at which the poll is
demanded, as the case may be, shall be entitled to a further or casting vote in addition to any other vote or votes to which he may be entitled.

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Withdrawal of demand for poll

66.    A
demand for a poll may be withdrawn before the poll is taken, but only with the consent of the chairman. A demand so withdrawn shall not be taken to have invalidated
the result of a show of hands declared before the demand was made. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall
continue as if the demand had not been made. If the demand for a poll is withdrawn, the chairman or any other member or members entitled may demand a poll.

Conduct of poll

67.    Subject
to Article 68, a poll shall be taken as the chairman directs (including by electronic means) and he may, and shall if required by the meeting, appoint a
scrutineer or scrutineers (who need not be members) and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which
the poll was demanded.

When poll to be taken

68.    A
poll demanded on a question of adjournment shall be taken at the meeting at which it is demanded. A poll demanded on any other question shall be taken either at the
meeting or at such time and place as the chairman directs not being more than 30 days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the
transaction of any business other than the question on which the poll was demanded.

Notice of poll

69.    No
notice need be given of a poll not taken at the meeting at which it is demanded if the time and place at which it is to be taken are announced at the meeting. In any
other case at least seven clear days' notice shall be given specifying the time and place at which the poll is to be taken.

Effectiveness of special and extraordinary resolutions

70.    Where
for any purpose an ordinary resolution of the Company is required, a special or extraordinary resolution shall also be effective. Where for any purpose an
extraordinary resolution is required, a special resolution shall also be effective.

Votes Of Members

Right to vote

71.    Subject
to these Articles and to any rights or restrictions as to voting for the time being attached to any class of shares in the Company:



save
that where a member appoints more than one proxy to attend on the same occasion with respect to different shares, the proxies so appointed shall not be entitled to vote on a show of hands in the
case of a special or extraordinary resolution. Any issue with respect to a proxy's ability to vote on such a resolution shall be resolved at the meeting by the chairman and any decision by the
chairman will be binding on all concerned.

Votes of joint holders

72.    If
more than one of the joint holders of a share tenders a vote on the same resolution, whether in person or by proxy, the vote of the senior who tenders a vote, shall
be accepted to the

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exclusion
of the vote(s) of the other joint holder(s). For this purpose seniority shall be determined by the order in which the names of the holders stand in the register in respect of the relevant
shares.

Member under incapacity

73.    A
member in respect of whom an order has been made by a court or official 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 bonisor other person authorised for that purpose appointed by that
court or official. That receiver,curator bonisor other person may, on a poll, vote by proxy. The right to vote shall be exercisable only if evidence
satisfactory to the board of the authority of the person claiming to exercise the right to vote has been deposited at the office, or at such other place as may be specified for the receipt of proxy
appointments, 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.

Calls in arrears

74.    Unless
the board otherwise decides, no member shall be entitled to vote at a general meeting or at a separate meeting of the holders of any class of shares in the
capital of the Company, either in person or by proxy, in respect of any share held by him unless all moneys presently payable by him in respect of that share have been paid.

Disclosure of interests in shares

75.1    This
Article applies where the Company gives to the holder of a share or to any person appearing to be interested in a share a notice requiring any of the information
mentioned in section 212 of the Act (asection 212 notice).

75.2    If
a section 212 notice is given by the Company to a person appearing to be interested in any share, a copy shall at the same time be given to the holder, but
the accidental omission to do so or the non-receipt of the copy by the holder shall not prejudice the operation of the following provisions of this Article.

75.3    If
the holder of, or any person appearing to be interested in, any share has been given a section 212 notice and, in respect of that share (a default share), has been in default for a period of
14 days after the section 212 notice has been given in supplying to the Company the
information required by the section 212 notice, the restrictions referred to below shall apply. Those restrictions shall continue for the period specified by the board, being not more than
seven days after the earlier of:



The
board may waive these restrictions, in whole or in part, at any time.

75.4    The
restrictions referred to above are as follows:



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The
restrictions in subparagraphs (a) and (b) above shall not prejudice the right of either the member holding the default shares or, if different, any person having a
power of sale over those shares to sell or agree to sell those shares under an exempt transfer.

75.5    If
any dividend or other distribution is withheld under Article 75.4(b) above, the member shall be entitled to receive it as soon as practicable after the
restriction ceases to apply.

75.6    If,
while any of the restrictions referred to above apply to a share, another share is allotted in place of it (or in place of any share to which this paragraph
applies), the same restrictions shall apply to that other share as if it were a default share. For this purpose, shares which the Company allots, or procures to be offered,pro
rata(disregarding fractional entitlements and shares not offered to certain members by reason of legal or practical problems associated with issuing or offering shares outside
the United Kingdom) to holders of shares of the same class as the default share shall be treated as shares allotted in place of existing shares from the date on which the allotment is unconditional
or, in the case of shares so offered, the date of the acceptance of the offer.

75.7    For
the purposes of this Article:



75.8    The
provisions of this Article are without prejudice to the provisions of section 216 of the Act and, in particular, the Company may apply to the court under
section 216(1) whether or not these provisions apply or have been applied.

Errors in voting

76.    If
any votes are 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 is pointed out
at the same meeting, or at any adjournment of the meeting, and, in the opinion of the chairman, it is of sufficient magnitude to vitiate the result of the voting.

Objection to voting

77.    No
objection shall be raised to the admissibility of any vote except at the meeting or adjourned meeting or poll at which the vote objected to is or may be given or
tendered. Every vote not disallowed at such meeting or poll shall be valid and every vote not counted which ought to have been

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counted
shall be disregarded. Any objection made in due time shall be referred to the chairman of the meeting whose decision shall be final and conclusive.

Supplementary provisions on voting

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

Receipt of proxy

79.1    A
proxy appointment:



79.2    Instruments
of proxy shall be in any usual form or in any other form which the board may approve. The board may, if it thinks fit, but subject to the provisions of the
Statutes, at the Company's expense send out forms of instrument of proxy for use at the meeting with the notice of any meeting. Delivery of an instrument appointing a proxy shall not preclude a member
from attending and voting in person at the meeting or poll concerned. A member may appoint more than one proxy to attend on the same occasion.

79.3    An
instrument appointing a proxy shall be deemed to include the right to demand, or join in demanding, a poll but shall not confer any further right to speak at a
meeting, except with the permission of the chairman. The instrument of proxy shall also be deemed to confer authority to vote on any amendment of a resolution put to the meeting for which it is given
as the proxy thinks fit. The instrument of proxy shall, unless it provides to the contrary, be valid for any adjournment of the meeting as well as for the meeting to which it relates.

79.4    In
the case of a proxy appointment signed by an agent of a member who is not a corporation, the authority under which the appointment is signed or a copy of it
certified in such manner as shall be specified in the notice of the relevant meeting or in any other information issued by the Company in relation to the relevant meeting, or such other information as
shall be so specified, must also be received by the Company in the manner set out in Article 79.1.

79.5    In
the case of a proxy appointment signed by an officer or other agent of a corporation, the board may also require the receipt, in the manner set out in
Article 79.1, of the authority under which the appointment is signed or a copy of it certified in such manner as shall be specified in the notice of the relevant meeting or in any other
information issued by the Company in relation to the relevant meeting, or of such other authorities or information as shall be so specified.

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79.6    The
board may, but shall not be bound to, require such further evidence as it thinks fit of the authenticity or integrity of any signature on a proxy appointment and,
if the signatory is an agent or, where the appointor is a corporation, an officer, of his authority.

79.7    The
board may decide, either generally or in any particular case, to treat a proxy appointment as valid notwithstanding that the appointment or any of the information
required under Articles 79.4, 79.5 or 79.6 has not been received in accordance with the requirements of this Article.

79.8    Subject
to Article 79.7, if the proxy appointment and any of the information required under Articles 79.4, 79.5 or 79.6 are not received in the manner required
above, the appointee shall not be entitled to vote in respect of the shares in question.

79.9    A
member may appoint more than one proxy to attend on the same occasion provided that, in any such case, the member must state in the instrument appointing each such
proxy the shares in respect of which the appointment of that proxy is made. If two or more valid but differing proxy appointments are received in respect of the same share for use at the same meeting
or on the same poll, the one which is last received (regardless of its date or of the date of its execution) shall be treated as replacing and revoking the others as regards that share and if the
Company is unable to determine which was last received, none of them shall be treated as valid in respect of that share.

Notice of revocation of authority

80.    A
vote given or poll demanded by proxy or by a representative of a corporation shall be valid notwithstanding the previous termination of the authority of the person
voting or demanding a poll or (until entered in the register) the transfer of the share in respect of which the appointment of the relevant person was made unless notice of the termination was
received at the office (or at such other address at which the proxy appointment was duly received) at least twenty-four hours before the time fixed for holding the relevant meeting or
adjourned meeting or, in the case of a poll not taken on the same day as the meeting or adjourned meeting, before the time fixed for taking the poll.

Revocation of authority

81.    Such
notice of termination shall be either by means of an instrument delivered to the office or to such other place within the United Kingdom as may be specified by or
on behalf of the Company in accordance with Article 79.1(a) or contained in an electronic communication received at the address (if any) specified by or on behalf of the Company in accordance
with Article 143, regardless of whether any relevant proxy appointment was effected by means of an instrument or contained in an electronic communication. For the purposes of this Article, an
electronic communication which contains such notice of determination need not comprise writing if the board has determined that the electronic communication which contains the relevant proxy
appointment need not comprise writing.

Corporate representatives

82.    Any
corporation which is a member of the Company (in this Article thegrantor) may (by resolution of its directors or
other governing body or by authority to be given under seal or under the hand of an officer duly authorised by it) authorise such person as it thinks fit to act as its representative at any general
meeting of the Company or at any separate meeting of the holders of any class of shares. A person so authorised shall be entitled to exercise the same powers on behalf of the grantor as the grantor
could exercise if it were an individual member of the Company, save that a director, the secretary or other person authorised for the purpose by the secretary may require such person to produce a
certified copy of the resolution of authorisation or other authority before permitting him to exercise his powers. The grantor shall for the purposes of these Articles be deemed to be present in
person at any such meeting if a person so authorised is present at it.

Number Of Directors

Limits on number of directors

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83.    Unless
otherwise determined by ordinary resolution, the number of directors (other than alternate directors) shall be not less than three nor more than 24 in number.

Appointment And Retirement Of Directors

Retirement of directors

84.    At
each annual general meeting any director then in office who:





85.    A
retiring director shall (unless he is removed from office or his office is vacated in accordance with these Articles) retain office until the close of the meeting at
which he retires or (if earlier) when a resolution is passed at that meeting not to fill the vacancy or to appoint another person in his place or the resolution to re-appoint him is put to
the meeting and lost.

Eligibility for election

86.    No
person other than a director retiring by rotation in accordance with these Articles shall be appointed or re-appointed a director at any general meeting
unless:



Separate resolutions on appointment

87.    Every
resolution of a general meeting for the appointment of a director shall relate to one named person and a single resolution for the appointment of two or more
persons shall be void, unless a resolution that it shall be so proposed has been first agreed to by the meeting without any vote being cast against it.

Additional powers of the Company

88.    Subject
to these Articles, the Company may by ordinary resolution appoint any person who is willing to act to be a director either to fill a vacancy or as an additional
director, but so that the total number of directors shall not exceed any maximum number fixed by or in accordance with these Articles.

Appointment by board

89.    The
board may appoint a person who is willing to act to be a director, either to fill a vacancy or as an additional director and in either case whether or not for a
fixed term, provided that the appointment does not cause the total number of directors to exceed the number, if any, fixed by or in accordance with these Articles as the maximum number of directors.

Age limit

90.1    A
director shall retire at the first annual general meeting following the birthday at which he attains 70 years of age.

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A
director may be re-appointed after attaining 70 years of age provided that:



90.2    A
director who is re-appointed after attaining 70 years of age must retire at every annual general meeting thereafter, but may be
re-appointed in accordance with Article 90.1.

Power to appoint alternates

91.    A
director need not be a member of the Company.

92.1    Each
director may appoint another director or any other person who is willing to act as his alternate and may remove him from that office. The appointment as an
alternate director of any person who is not himself a director shall be subject to the approval of a majority of the directors or a resolution of the board.

92.2    An
alternate director shall be entitled to receive notice of all board meetings and of all meetings of committees of which the director appointing him is a member, to
attend and vote at any such meeting at which the director appointing him is not personally present and at the meeting to exercise and discharge all the functions, powers and duties of his appointor as
a director and for the purposes of the proceedings at the meeting these Articles shall apply as if he were a director.

92.3    Every
person acting as an alternate director shall (except as regards power to appoint an alternate and remuneration) be subject in all respects to these Articles
relating to directors and shall alone be responsible to the Company for his acts and defaults and shall not be deemed to be the agent of the director appointing him. An alternate director may be paid
expenses and shall be entitled to be indemnified by the Company to the same extent as if he were a director but shall not be entitled to receive from the Company any fee in his capacity as an
alternate director.

92.4    Every
person acting as an alternate director shall have one vote for each director for whom he acts as alternate, in addition to his own vote if he is also a director,
but he shall count as only one for the purpose of determining whether a quorum is present.

92.5    Any
person appointed as an alternate director shall vacate his office as alternate director if the director by whom he has been appointed vacates his office as director
(otherwise than by retirement at a general meeting of the Company at which he is re-appointed) or removes him by
notice to the Company or on the happening of any event which, if he is or were a director, causes or would cause him to vacate that office.

92.6    Every
appointment or removal of an alternate director shall be made by notice and shall be effective (subject to Article 92.1 above) following approval of the
appointment by a majority of the directors or a resolution of the board and receipt by the secretary of notice of the appointment.

Powers Of The Board

Business to be managed by board

93.    Subject
to the provisions of the Statutes, the Memorandum and these Articles and to any directions given by special resolution, the business of the Company shall be
managed by the board which may exercise all the powers of the Company, including without limitation the power to dispose of all or any part of the undertaking of the Company. No alteration of the
Memorandum or Articles and no such direction shall invalidate any prior act of the board which would have been valid if that alteration had not been made or that direction had not been given. The
powers given by this Article shall not be limited by any special authority or power given to the board by these Articles. A meeting of the board at which a quorum is present may exercise all powers
exercisable by the board.

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Exercise by Company of voting rights

94.    The
board may exercise the voting power conferred by the shares in any body corporate held or owned by the Company in such manner in all respects as it thinks fit
(including without limitation the exercise of that power in favour of any resolution appointing directors of such body corporate, or voting or providing for the payment of remuneration to the
directors of such body corporate).

Delegation Of Powers Of The Board

Committees of the board

95.1    The
board may delegate any of its powers, authorities and discretions to any committee consisting of such person or persons (whether directors or not) as it thinks fit.
The board may make any such delegation on such terms and conditions as it thinks fit and may revoke or vary any such delegation and discharge any committee wholly or in part, but no person dealing in
good faith shall be affected by any revocation or variation. Any committee so formed shall, in the exercise of the powers, authorities and discretions so delegated, conform to any regulations that may
be imposed on it by the board. Any such delegation shall, in the absence of express provision to the contrary in the terms of delegation, be deemed to include authority to sub-delegate to
one or more directors (whether or not acting as a committee) or to any employee or agent of the Company all or any of the powers delegated and may be made subject to such conditions as the board may
specify, and may be revoked or altered. The board may co-opt on to any such committee persons other than directors, who may enjoy voting rights in the committee. The co-opted
members (if any) shall be less than one-half of the total membership of each of the nomination, audit or remuneration committees and a resolution of any of those committees shall be
effective only if a majority of the members present are directors. In the case of other committees the co-opted members may be more than one-half the total membership of the
committee and a resolution of such a committee shall be effective notwithstanding that a majority of the members present are not directors. Subject to any conditions imposed by the board, the
proceedings of a committee with two or more members shall be governed by these Articles regulating the proceedings of directors so far as they are capable of applying.

Delegation to individual directors

95.2    The
board may also delegate to any director holding any executive office such of its powers, authorities and discretions on such terms and conditions as the board
considers desirable to be exercised by him and the board may revoke or vary all or any of them, but no person dealing in good faith shall be affected by any revocation or variation.

Local boards, etc.

96.    The
board may establish any local or divisional board or agency for managing any of the affairs of the Company, whether in the United Kingdom or elsewhere, and may
appoint any persons to be
members of a local or divisional board, or to be managers or agents, and may fix their remuneration. The board may delegate to any local or divisional board, manager or agent any of the powers,
authorities and discretions vested in or exercisable by the board, with power to sub-delegate, and may authorise the members of any local or divisional board, or any of them, to fill any
vacancies and to act notwithstanding vacancies. Any appointment or delegation made pursuant to this Article may be made on such terms and subject to such conditions as the board may decide. The board
may remove any person so appointed and may revoke or vary the delegation but no person dealing in good faith and without notice of the revocation or variation shall be affected by it.

Agents

97.    The
board may, by power of attorney or otherwise, appoint any person to be the agent of the Company for such purposes, with such powers, authorities and discretions (not
exceeding those vested in the board) and on such conditions as the board determines and may delegate to any person so appointed any of its powers, authorities and discretions (with power to
sub-delegate). The board may

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remove
any person appointed under this Article and may revoke or vary the delegation, but no person dealing in good faith shall be affected by the revocation or variation.

Offices including the title "director"

98.    The
board may appoint any person to any office or employment having a designation or title including the word "director" or attach to any existing office or employment
with the Company such a designation or title and may terminate any such appointment or the use of any such designation or title. The inclusion of the word "director" in the designation or title of any
such office or employment shall not imply that the holder is a director of the Company, and the holder shall not thereby be empowered in any respect to act as, or be deemed to be, a director of the
Company for any of the purposes of these Articles.

Borrowing Powers

Power to borrow

99.1    The
board may exercise all the powers of the Company to borrow money, to guarantee, to indemnify, to mortgage or charge all or any part of its undertaking, property,
assets (both present and future) and uncalled capital, and to issue debentures and other securities whether outright or as collateral security for any debt, liability or obligation of the Company or
of any third party.

99.2    The
board shall restrict the borrowings of the Company and exercise all voting and other rights or powers of control exercisable by the Company in relation to its
subsidiary undertakings (if any) so as to secure (but as regards subsidiary undertakings only so far as by such exercise it can secure) that the aggregate principal amount outstanding at any time in
respect of all borrowings by the Group (exclusive of any borrowings which are owed by one Group company to another Group company) after deducting the amount of cash at bank and in hand will not,
without the previous authority of the Company in general meeting, exceed the higher of:



In
Article 99:



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99.3    For
the purposes of any calculation under this Article 99:



99.4    The
limit imposed under Article 99.2 above shall be deemed not to have been breached until the amount of borrowings has exceeded that limit for 30 consecutive
days. This paragraph overrides all other provisions of this Article.

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99.5    A
report by the Company's auditors:





99.6    If
the Company has joint auditors, references in this Article to the Company's auditors are to any of the joint auditors.

99.7    No
lender or other person dealing with any Group company need enquire whether the limit imposed under Article 99.2 above has been or will be complied with.

99.8    A
borrowing or security resulting in a breach of the limit shall not be void nor shall it be voidable at the instance of the Company or any other Group company.

Disqualification And Removal Of Directors

Disqualification as a director

100.    Without
prejudice to the provision of these Articles for retirement or removal, the office of a director shall be vacated if:



Power of Company to remove director

101.    The
Company may by extraordinary resolution, or ordinary resolution of which special notice has been given in accordance with the Statutes remove any director before
his period of office has expired (notwithstanding any provision of these Articles or of any agreement between the Company and such director, but without prejudice to any claim he may have for damages
for breach of any such agreement). The Company may, by ordinary resolution, appoint another person in place of a director removed from office in accordance with this Article. Any person so appointed
shall, for the purpose of determining the time at which he or any other director is to retire by rotation, be treated as if he had become a director on the day on which the director in whose place he
is appointed was last elected a director. In default of such appointment the vacancy arising on the removal of a director from office may be filled as a casual vacancy.

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Fees And Remuneration Of Non-Executive Directors

Fees

102.    The
fees of the non-executive directors for their services (excluding amounts payable under any other provision of these Articles) shall not exceed in
aggregate £1,500,000 per annum or such higher amount as the Company may from time to time by ordinary resolution determine. Subject thereto, each such director shall be paid a fee (which
shall be deemed to accrue from day to day) at such rate as may from time to time be determined by the board.

Remuneration for special services

103.    Any
director who does not hold executive office and who serves on any committee of the board, by the request of the board goes or resides abroad for any purpose of the
Company or otherwise performs special services which in the opinion of the board are outside the scope of the ordinary duties of a director, may (notwithstanding the provisions of Article 102)
be paid such extra remuneration by way of salary, commission or otherwise as the board may determine.

Directors' Expenses

Directors may be paid expenses

104.    The
directors may be paid all travelling, hotel, and other expenses properly incurred by them in connection with their attendance at meetings of the board or committees
of the board, general meetings or separate meetings of the holders of any class of shares or of debentures of the Company or otherwise in connection with the discharge of their duties.

Executive Directors

Appointment to executive office

105.    The
board may appoint one or more directors to be the holder of any executive office (except that of auditor) in the Company including, without being limited to, the
office of Managing Director or Chief Executive and may enter into an agreement or arrangement with any director for his employment by the Company or for the provision by him of any services outside
the scope of the ordinary duties of a director. Any such appointment, agreement or arrangement may be made on such terms (subject to the Statutes), including without limitation terms as to
remuneration, as the board determines. The board may revoke or vary any such appointment but without prejudice to any rights or claims which the person whose appointment is revoked or varied may have
against the Company because of the revocation or variation.

Termination of appointment to executive office

106.    Any
appointment of a director to an executive office shall terminate if he ceases to be a director but without prejudice to any rights or claims which he may have
against the Company by reason of such cessation. A director appointed to an executive office shall not cease to be a director merely because his appointment to such executive office terminates.

Emoluments to be determined by the board

107.    The
emoluments of any director holding executive office for his services as such shall be determined by the board, and may be of any description, including without
limitation admission to, or continuance of, membership of any scheme (including any share acquisition scheme) or fund instituted or established or financed or contributed to by the Company for the
provision of pensions, life assurance or other benefits for employees or their dependants, or the payment of a pension or other benefits to him or his dependants on or after retirement or death, apart
from membership of any such scheme or fund.

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Directors' Interests

108.1    Subject
to the Statutes, a director shall not be disqualified by his office from entering into any contract with the Company, either with regard to his tenure of any
office or position in the management, administration or conduct of the business of the Company or as vendor, purchaser or
otherwise. Subject to the interest of the director being duly declared, a contract entered into by or on behalf of the Company in which any director is in any way interested shall not be liable to be
avoided, nor shall any director so interested be liable to account to the Company for any benefit resulting from the contract, by reason of the director holding that office or of the fiduciary
relationship established by his holding that office.

108.2    A
director may hold any other office or place of profit with the Company (except that of auditor) in conjunction with his office of director for such period (subject
to the Statutes) and upon such terms as the board may decide and may be paid such extra remuneration for so doing (whether by way of salary, commission, participation in profits or otherwise) as the
board may decide, either in addition to or in lieu of any remuneration under any other provision of these Articles.

108.3    A
director may be or become a member or director of, or hold any other office or place of profit under, or otherwise be interested in, any other company in which the
Company may be interested and shall not be liable to account to the Company for any benefit received by him as a member or director of, or holder of any other office or place of profit under, or his
other interest in, that company.

108.4    A
director may act by himself or his firm in a professional capacity for the Company (except as auditor) and he or his firm shall be entitled to remuneration for
professional services as if he were not a director.

108.5    A
director who to his knowledge is in any way, whether directly or indirectly, interested in a contract with the Company shall declare the nature of his interest at
the board meeting at which the question of entering into the contract is first taken into consideration, if he knows his interest then exists, or in any other case at the first board meeting after he
knows that he is or has become so interested. For the purposes of this Article, a general notice given to the board by a director to the effect that:





108.6    A
director shall not vote (or be counted in the quorum at a meeting) in respect of any resolution concerning his own appointment (including fixing or varying its
terms), or the termination of his own appointment, as the holder of any office or place of profit with the Company or any other company in which the Company is interested but, where proposals are
under consideration concerning the appointment (including fixing or varying its terms), or the termination of the appointment, of two or more directors to offices or places of profit with the Company
or any other company in which the Company is interested, those proposals may be divided and a separate resolution may be put in relation to each director and in that case each of the directors
concerned (if not otherwise debarred from voting under this Article) shall be entitled to vote (and be counted in the quorum) in respect of each resolution unless it concerns his own appointment or
the termination of his own appointment.

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108.7    A director shall also not vote (or be counted in the quorum at a meeting) in relation to any resolution relating to any contract or arrangement or other proposal in
which he has an interest which (together with any interest of any connected person of his) is to his knowledge a material interest and, if he purports to do so, his vote shall not be counted, but this
prohibition shall not apply and a director may vote (and be counted in the quorum) in respect of any resolution concerning any one or more of the following matters:



For
the purposes of this Article a person is a "connected person" in relation to a director if that person is deemed to be connected with that director within the meaning of
section 346 of the Act.

108.8    In
the case of an alternate director, an interest of his appointor shall be treated as an interest of the alternate in addition to any interest which the alternate
otherwise has.

108.9    In
this Article references to a contract include references to any proposed contract and to any transaction or arrangement whether or not constituting a contract.

108.10    The
Company may by ordinary resolution suspend or relax the provisions of this Article to any extent or ratify any contract not duly authorised by reason of a
contravention of this Article.

Gratuities, Pensions, Insurance and Incentives

Gratuities and pensions

109.1    The
board may exercise all the powers of the Company (by establishment of, or maintenance of, schemes or otherwise) to pay, provide or procure the grant of benefits,
whether by the payment of gratuities or pensions or by insurance or otherwise, for any past or present director or employee of the Company or any company which is or was the holding company subsidiary
undertaking or any body corporate associated with, or any business acquired by, any of them, and for any member of his family (including a spouse and a former spouse) or any person who is or was
dependent on him,

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and
may (as well before as after he ceases to hold such office or employment) contribute to any fund and pay premiums for the purchase or provision of any such benefit.

Insurance

109.2    Without
prejudice to the provisions of Article 156, the board may exercise all the powers of the Company to purchase and maintain insurance for or for the
benefit of any person who is or was:





Directors not liable to account

109.3    No
director or former director shall be accountable to the Company or the members for any benefit provided pursuant to this Article. The receipt of any such benefit
shall not disqualify any person from being or becoming a director of the Company.

Section 719 of the Act

110.    Pursuant
to section 719 of the Act, the board is hereby authorised to make such provision as may seem appropriate for the benefit of any persons employed or
formerly employed by the Company or any of its subsidiary undertakings in connection with the cessation or the transfer of the whole or part of the undertaking of the Company or any subsidiary
undertaking. Any such provision shall be made by a resolution of the board in accordance with section 719.

Incentives

111.    Without
the prior approval by ordinary resolution of the members of the Company in general meeting, no annual bonus arrangement or scheme or any long term incentive
scheme for persons who are participants in the Management Plan (other than participants who are eligible to receive commission and/or bonus payments that relate to sales) shall be introduced within
the period commencing with the date on which these Articles come into force and ending on the date on which all the tranches of options granted in the initial grant under the Management Plan have
either lapsed or become capable of exercise.

Proceedings Of The Board

Convening meetings

112.    Subject
to the provisions of these Articles, the board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit. A director
at any time may, and the secretary at the request of a director shall, call a meeting of the board. Notice of a board meeting shall be deemed to be properly given to a director if it is given to him
personally or by word of mouth or sent in writing or by electronic means to him at his last known address or any other address given by him to the Company for this purpose. 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 an address given by him to the Company for
this purpose, but such notices need not

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be
given any earlier than notices given to directors not so absent and, if no such request is made to the board, it shall not be necessary to give notice of a board meeting to any director who is for
the time being absent from the United Kingdom. No account is to be taken of directors absent from the United Kingdom when considering the adequacy of the period of notice of the meeting. Questions
arising at a meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall have a second or casting vote. Any director may waive the right to receive notice
of a meeting and any such waiver may be prospective or retrospective.

Quorum

113.    The
quorum for the transaction of the business of the board may be fixed by the board and, unless so fixed at any other number, shall be two. Any director who ceases to
be a director at a board meeting may continue to be present and to act as a director and be counted in the quorum until the termination of the board meeting if no other director objects. A board
meeting at which a quorum is present shall be competent to exercise all the powers, authorities and discretions for the time being vested in or exercisable by the board.

Powers of directors if number falls below minimum

114.    The
continuing directors or a sole continuing director at any time may act notwithstanding any vacancies in their number, but, if the number of directors is less than
the number fixed as the quorum for board meetings, the continuing directors or director may act only for the purpose of filling vacancies or of calling a general meeting. If no director is able or
willing to act, then any two members may summon a general meeting for the purpose of appointing directors.

Chairman, deputy chairman and vice-chairmen

115.    The
board may appoint one of their number to be the chairman, one of their number to be the deputy chairman and one or more of their number to be a
vice-chairman, of the board and may at any time remove any of them from such office. If more than one vice-chairman is appointed, the board shall determine their order of
seniority. Unless he is unwilling to do so, the director appointed as chairman, or in his stead the director appointed as deputy chairman, or in his stead the vice-chairman (or if more
than one vice-chairman has been appointed the senior vice-chairman present) shall preside at every meeting of the board at which he is present. If there is no director holding
any of those offices, or if none of the chairman, the deputy chairman or any vice-chairman is willing to preside or none of them is present within five minutes after the time appointed for
the meeting, the directors present may appoint one of their number to be chairman of the meeting.

Validity of acts of the board

116.    All
actsbona fidedone by a meeting of the board, or of a committee of the board, or by a person acting as a director
or member of a committee, shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any director or any committee or any member of the committee or that any
of them were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person or committee had been duly appointed (or, in the case of a
committee, constituted) and was qualified and had continued to be a director or member of the committee and had been entitled to vote.

Resolutions without meetings

117.    A
resolution in writing signed by all the directors entitled to vote at a meeting of the board or of a committee of the board (not being less than the number of
directors required to form a quorum of the board) shall be as valid and effectual as if it had been passed at a meeting of the board or (as the case may be) a committee of the board duly
convened and held. For the purpose of this Article the signature or approval of an alternate director (if any) shall suffice in place of the signature of the director appointing him and the approval
of a director or alternate director shall be given in writing or by electronic means. A written resolution of the executive committee to transact business of a routine nature shall be valid and
effectual as if it had been passed at a meeting of the board duly

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convened
and held if signed by at least two members of the executive committee one of whom is a director of the Company. For this purpose:



Meetings by telephone, etc.

118.    A
person entitled to be present at a meeting of the board or of a committee of the board shall be deemed to be present for all purposes if he is able (directly, by
telephone or any other electronic means) to speak to and be heard by all those present or deemed to be present simultaneously. A director so deemed to be present shall be entitled to vote and be
counted in a quorum accordingly. Such a meeting shall be deemed to take place where it is convened to be held or (if no director is present in that place) where the largest group of those
participating is assembled, or, if there is no such group, where the chairman of the meeting is. The wordmeetingin these Articles shall be construed
accordingly.

119.    Where
proposals are under consideration concerning the appointment (including without limitation fixing or varying the terms of appointment) of two or more directors to
offices or employments with the Company or any body corporate in which the Company is interested, the proposals may be divided and considered in relation to each director separately. In such cases
each of the directors concerned shall be entitled to vote in respect of each resolution except that concerning his own appointment.

Decision of chairman final and conclusive

120.    If
a question arises at a meeting of the board or of a committee of the board as to the entitlement of a director to vote, the question may, before the conclusion of
the meeting, be referred to the chairman of the meeting and his ruling in relation to any director other than himself shall be final and conclusive except in a case where the nature or extent of the
interests of the director concerned have not been fairly disclosed. If any such question arises in respect of the chairman of the meeting, it shall be decided by resolution of the board (on which the
chairman shall not vote) and such resolution will be final and conclusive except in a case where the nature and extent of the interests of the chairman have not been fairly disclosed.

Secretary

Appointment and removal of secretary

121.    Subject
to the provisions of the Statutes, the secretary shall be appointed by the board for such term, at such remuneration and on such conditions as it may think fit.
Any secretary so appointed may be removed by the board, but without prejudice to any claim for damages for breach of any contract of service between him and the Company.

Minutes

Minutes required to be kept

122.1    The
board shall cause minutes to be made in books kept for the purpose of:



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Conclusiveness of minutes

122.2    Any
such minutes, if purporting to be signed by the chairman of the meeting to which they relate or of the meeting at which they are read, shall be sufficient evidence
of the proceedings at the meeting without any further proof of the facts stated in them.

The Seal

Authority required for execution of deed

123.    The
seal shall only be used by the authority of a resolution of the board or a duly authorised committee but that authority may consist of an instruction or approval
given in writing or by electronic means by a majority of the directors or of the members of a duly authorised committee. The board or a duly authorised committee may determine who shall sign any
instrument executed under the seal. If they do not, it shall be signed by at least one director and the secretary or by at least two directors (which may include any signature being applied
mechanically or electronically). Any document may be executed under the seal by impressing the seal by mechanical means or by printing the seal or a facsimile of it on the document or by applying the
seal or a facsimile of it by any other means to the document. A document signed, with the authority of a resolution of the board or a duly authorised committee, by a director and the secretary or by
two directors and expressed (in whatever form of words) to be executed by the Company has the same effect as if executed under the seal. For the purpose of the preceding sentence only, "secretary"
shall have the same meaning as in the Act and not the meaning given to it by Article 2.

124.    The
board may by resolution determine either generally or in any particular case that any certificate for shares or debentures or representing any other form of
security executed in accordance with Article 13 may have any signature affixed to it by some mechanical means, or printed on it or, in the case of a certificate executed under the seal, need
not bear any signature.

Official seal for use in the UK and abroad

125.    The
Company may exercise the powers conferred by the Statutes with regard to having an official seal (whether for use in the United Kingdom or abroad) and those powers
shall be vested in the board. The board shall provide for the safe custody of every seal of the Company.

Registers

Overseas and local registers

126.    Subject
to the Statutes, the Company may keep an overseas or local or other register in any place, and the board may make, amend and revoke any regulations it thinks
fit about the keeping of that register.

Authentication and certification of copies and extracts

127.    Any
director or the secretary or any other person appointed by the board for the purpose shall have power to authenticate and certify as true copies of and extracts
from:



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If
certified in this way, a document purporting to be a copy of a resolution, or the minutes or an extract from the minutes of a meeting of the Company, the holders of any class of
shares in the capital of the Company, the board or a committee of the board shall be conclusive evidence in favour of all persons dealing with the Company in reliance on it or them that the resolution
was duly passed or that the minutes are, or the extract from the minutes is, a true and accurate record of proceedings at a duly constituted meeting.

Dividends

Declaration of dividends

128.    Subject
to the provisions of the Statutes, the Company may by ordinary resolution declare a dividend in accordance with the respective rights of the members, and may
fix the time for payment of such dividend, but no dividend shall exceed the amount recommended by the board.

Interim dividends

129.    Subject
to the provisions of the Statutes, the board may pay interim dividends if it appears to the board that they are justified by the financial position of the
Company and may also pay any dividend payable at a fixed rate at intervals settled by the board whenever the financial position of the Company, in the opinion of the board, justifies its payment. If
the share capital is divided into different classes, the board may pay interim dividends on shares which confer deferred or non-preferred rights with regard to dividend as well as on
shares which confer preferential rights with regard to dividend, but no interim dividend shall be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any
preferential dividend is in arrear. The board may also pay at intervals settled by it any dividend payable at a fixed rate if it appears to the board that the profits available for distribution
justify the payment. If the board acts in good faith none of the directors shall incur any liability to the holders of shares conferring preferred rights for any loss such holders may suffer in
consequence of the payment of an interim dividend on any shares having deferred or non-preferred rights.

The
board may make payment of any interim dividend wholly or partly by the distribution of specific assets and, in particular, but without prejudice to the generality of the foregoing,
of property interests, intellectual property rights or the benefit of any contractual or other rights, paid up shares, debentures or debenture stock of any other company or in any one or more of such
ways, and where any difficulty
arises in regard to such distribution, the board may settle the same as they think expedient, and in particular may issue fractional certificates and fix the value for distribution of such specific
assets or any part thereof and may determine that cash payments shall be made to any members upon the footing of the value so fixed in order to adjust the rights of all parties, and may vest any such
specific assets in trustees as may seem expedient to the board.

Apportionment of dividends

130.    Except
as otherwise provided by the rights attached to shares, all dividends shall be declared and paid according to the amounts paid up on the shares on which the
dividend is paid; but no amount paid on a share in advance of the date on which a call is payable shall be treated for the purposes of this Article as paid on the share. All dividends shall be
apportioned and paid proportionately to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid; but, if any share is allotted or issued
on terms providing that it shall rank for dividend as from a particular date, that share shall rank for dividend accordingly. Dividends may be declared or paid in any currency.

Dividends in specie

131.    A
general meeting declaring a dividend may, on the recommendation of the board, by ordinary resolution direct that payment of any dividend may be satisfied wholly or
partly by the distribution of specific assets, including without limitation paid up shares or debentures of another body

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corporate.
The board may make any arrangements it thinks fit to settle any difficulty arising in connection with the distribution, including without limitation (a) the fixing of the value for
distribution of any assets, (b) the payment of cash to any member on the basis of that value in order to adjust the rights of members, (c) the vesting of any asset in a trustee and
(d) the issue of fractional certificates (or the board may ignore fractions).

Scrip dividends: authorising resolution

132.1    The
board may, if authorised by an ordinary resolution of the Company (theResolution), offer any holder of shares the
right to elect to receive further shares (whether or not of that class), credited as fully paid, instead of cash in respect of the whole (or some part, to be determined by the board) of all or any
dividend specified by the Resolution (ascrip dividend). The offer shall be on the terms and conditions and be made in the manner specified in
Article 132.2 or, subject to those provisions, specified in the Resolution.

Scrip dividends: procedures

132.2    The
following provisions shall apply to the Resolution and any offer made pursuant to it and Article 132.1.





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Permitted deductions and retentions

133.    The
board may deduct from any dividend or other moneys payable to any person (either alone or jointly with another) on or in respect of a share all such sums presently
payable by him (either alone or jointly with another) to the Company in respect of that share. Where a person is entitled by transmission to a share, the board may retain any dividend payable in
respect of that share until that person (or that person's transferee) becomes the holder of that share.

Procedure for payment to holders and others entitled

134.1    Any
dividend or other moneys payable in respect of a share may be paid:



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134.2    If two or more persons are registered as joint holders of any share, or are entitled by transmission jointly to a share, the Company may:

Joint entitlement



Payment by post

134.3    A
cheque or warrant may be sent by post to:



Discharge to Company and risk

134.4    Payment
of a cheque or warrant by the bank on which it was drawn or the transfer of funds by the bank instructed to make the transfer or, in respect of an
uncertificated share, the making of payment in accordance with the facilities and requirements of the relevant system (which, if the relevant system is CREST, shall be the creation of an assured
payment obligation in respect of the dividend or other moneys payable in favour of the settlement bank of the member or other person concerned) shall be a good discharge to the Company. Every cheque
or warrant sent and payment in any other way made in accordance with these Articles shall be at the risk of the holder or person or persons entitled. The Company shall have no responsibility for any
sums lost or delayed in the course of payment by any other method used by the Company in accordance with Article 134.1. Clearance of a cheque or warrant or transmission of funds through a bank
or other funds transfer system or by such other electronic means as is permitted by these Articles shall be a good discharge to the Company.

134.5    Any
dividend or other sum payable in respect of any share may be paid to a person or persons entitled by transmission to that share as if he or they were the holder or
joint holders of that share and his address (or the address of the first named of two or more persons jointly entitled) noted in the register as the registered address of the holder of that share.

Interest not payable

135.    No
dividend or other moneys payable by the Company on or in respect of a share shall bear interest against the Company unless otherwise provided by the rights attached
to the share.

Forfeiture of unclaimed dividends

136.    All
unclaimed dividends, interest or other sums payable may be invested or otherwise made use of by the board for the benefit of the Company until claimed. Any dividend
which has remained unclaimed for 12 years from the date when it became due for payment shall, if the board so resolves, be forfeited and cease to remain owing by the Company. The payment of any
unclaimed dividend or other moneys payable in respect of a share may (but need not) be paid by the Company into an account separate from the Company's own account. Such payment shall not constitute
the Company a trustee in respect of it. The Company shall be entitled to cease sending dividend warrants and cheques by post or otherwise to a member if those instruments have been returned
undelivered to, or left

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uncashed
by, that member on at least two consecutive occasions, or, following one such occasion, reasonable enquiries have failed to establish the member's new address. The entitlement conferred on
the Company by this Article in respect of any member shall cease if the member claims a dividend or cashes a dividend warrant or cheque.

Capitalisation Of Profits And Reserves

137.1    The
board may with the authority of an ordinary resolution of the Company:



137.2    Where
any difficulty arises in respect of any distribution of any capitalised reserve or other sum, the board may settle the difficulty as it thinks fit and in
particular may fix the value for distribution of any fully paid up shares or debentures and may determine that cash payments be made to any members on the basis of the value so fixed in order to
secure equality of distribution, and may vest any shares or debentures in trustees upon such trusts for the persons entitled to share in the distribution as the board may think fit.

137.3    The
board may also authorise any person to sign on behalf of the persons entitled to share in the distribution a contract for the acceptance by those persons of the
shares or debentures to be allotted to them credited as fully paid under a capitalisation and any such contract shall be binding on all those persons.

Capitalisation Of ReservesEmployees' Share Schemes

138.1    This
Article (which is without prejudice to the generality of the provisions of the immediately preceding Article) applies where a person is granted a right under an
employees' share scheme to acquire shares in the Company, which right may be satisfied by the allotment of shares and either:



138.2    In
any such case the board:



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138.3    Whenever
the Company is required to allot shares pursuant to a right referred to in Article 138.1 above, the board may (subject to the Statutes) appropriate to
capital out of the reserve account an amount equal to the cash deficiency applicable to those shares, apply that amount in paying up the deficiency on the nominal value of those shares and allot those
shares credited as fully paid to the person entitled to them.

138.4    If
any person ceases to be entitled to a right to acquire shares as described above, the restrictions on the reserve account shall cease to apply in relation to such
part of the account as is equal to the amount of the cash deficiency applicable to those shares.

138.5    No
adjustment shall be made as mentioned in Article 138.1(b) unless there are sufficient profits or reserves of the Company available for distribution and not
required for the payment of any preferential dividend to permit the transfer to a reserve account in accordance with this Article of an amount sufficient to pay up the cash deficiency applicable to
the shares concerned.

Record Dates

Record dates for dividends, etc.

139.1    Notwithstanding
any other provision of these Articles, but without prejudice to any rights attached to any shares, the Company or the board may:



139.2    In
the absence of a record date being fixed, entitlement to any dividend, distribution, allotment or issue shall be determined by reference to the date on which the
dividend is declared or the distribution, allotment or issue is made.

Accounts

Rights to inspect records

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140.    No
member shall (as such) have any right to inspect any accounting records or other book or document of the Company except as conferred by the Statutes or authorised by
the board or by ordinary resolution of the Company or order of a court of competent jurisdiction.

Delivery of annual accounts

141.1    A
copy of the Company's annual accounts, together with a copy of the directors' report for that financial year and the auditors' report on those accounts shall, at
least 21 clear days before the date of the meeting at which copies of those documents are to be laid in accordance with the Statutes, be delivered or sent by post to every member and to every holder
of the Company's debentures of whose address the Company is aware, and to every other person who is entitled to receive notice of meetings from the Company under the provisions of the Statutes or of
these Articles or, in the case of joint holders of any share or debenture, to the holder who is named first in the register in respect of the joint holding.

141.2    The
requirements of Article 141.1 shall be deemed satisfied in relation to any person by sending to the person, where permitted by the Statutes and instead of
such copies, a report, which shall be in the form and containing the information prescribed by the Statutes being a summary financial statement derived from the Company's annual accounts and the
directors' report.

Notices

Method of giving notice

142.    Except
where otherwise expressly stated, any notice to be given to or by any person under these Articles shall be in writing or, to the extent permitted by the Statutes
and subject to Article 143, contained in an electronic communication. The directors may from time to time specify the form and manner in which a notice may be given to the members by electronic
means and a notice may be given
to the members by electronic means only if it is given in accordance with the requirements specified by the directors.

143.    The
board may from time to time specify the form and manner in which a notice may be given to the Company by electronic means, including one or more addresses for the
receipt of an electronic communication, and may prescribe such procedures as it thinks fit for verifying the authenticity or integrity of any such electronic communication. A notice may be given to
the Company by electronic means only if it is given in accordance with the requirements specified by the board.

144.    A
notice in writing, document or other communication may be given or served by the Company to any member either personally or by sending it through the post addressed
to the member at his registered address or by leaving it at that address.

145.    Subject
to the Statutes, a notice, document or other communication may be given by the Company to any member by electronic means to such address as may from time to
time be authorised by the member concerned or by publishing it on a web site and notifying the member concerned, in such manner as he may from time to time authorise, that it has been so published.

146.1    In
the case of joint holders of a share, any notice, document or other communication given or served by the Company in any manner permitted by these Articles to the
joint holder who is named first in the register in respect of the joint holding shall be deemed to be given to all other holders of the share.

146.2    A
member whose registered address is not within the United Kingdom shall be entitled to have notices given to him at that address if, at the time of giving the notice,
he is the registered holder of one per cent. or more of the issued share capital of the Company. Any other member whose registered address is not within the United Kingdom and who gives to the Company
an address within the United Kingdom at which notices may be given to him shall be entitled to have notices given to

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him
at that address but, unless he does so, shall not be entitled to receive any notice from the Company.

147.    A
member present, either in person or by proxy, at any meeting of the Company or of the holders of any class of shares in the capital of the Company shall be deemed to
have received notice of the meeting and, where requisite, of the purposes for which it was called.

148.    A
notice or other document may be served or delivered by the Company on or to the person or persons entitled by transmission to a share by sending or delivering it in
any manner authorised by these Articles for the service or delivery of a notice or other document on or to a member, addressed to them by name, or by the title of representative of the deceased, or
trustee of the bankrupt or by any similar description at the address, if any, in the United Kingdom supplied for that purpose by the person or persons claiming to be so entitled. Until such an address
has been supplied, a notice or other document may be served or delivered in any manner in which it might have been served or delivered if the death or bankruptcy or other event giving rise to the
transmission had not occurred.

149.    Every
person who becomes entitled to a share shall be bound by any notice in respect of that share which, before his name is entered in the register, has been duly
given to a person from whom he derives his title, provided that no person who becomes entitled by transmission to a default share shall be bound by the provisions under Article 75.4 applicable
to a person from whom he derives his title.

150.    Proof
that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given. A notice sent by post
shall be deemed to be given:



Notice during disruption of postal services

151.    If
at any time the Company is unable effectively to convene a general meeting by notices sent through the post in the United Kingdom as a result of the suspension or
curtailment of postal services, notice of general meeting may be sufficiently given by advertisement in the United Kingdom. Any notice given by advertisement for the purpose of this Article shall be
advertised on the same date in at least one newspaper having a national circulation. Such notice shall be deemed to have been served on
all persons who are entitled to have notice of meetings served on them at noon on the day when the advertisement appears. In any such case the Company shall send confirmatory copies of the notice by
post if at least seven days before the meeting the posting of notices to addresses throughout the United Kingdom again becomes practicable.

Destruction Of Documents

Power of Company to destroy documents

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152.1    The
Company shall be entitled to destroy:



Presumption in relation to destroyed documents

152.2    It
shall conclusively be presumed in favour of the Company that:



Untraced Shareholders

Power to dispose of shares of untraced shareholders

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153.1    The
Company shall be entitled to sell, at the best price reasonably obtainable, the shares of a member or the shares to which a person is entitled by transmission if:



Transfer on sale

153.2    To
give effect to any sale pursuant to Article 153.1, the board may:



Effectiveness of transfer

155.3    An
instrument of transfer executed by that person in accordance with Article 153.2(a) shall be as effective as if it had been executed by the holder of, or
person entitled by transmission to, the shares. An exercise by the Company of its powers in accordance with Article 153.2(b) shall be as effective as if exercised by the registered holder of or
person entitled by transmission to the shares. The transferee shall not be bound to see to the application of the purchase money, and his title to the shares shall not be affected by any irregularity
in, or invalidity of, the proceedings in reference to the sale.

Proceeds of sale

153.4    The
net proceeds of sale shall belong to the Company which shall be obliged to account to the former member or other person previously entitled for an amount equal to
the proceeds. The Company shall enter the name of such former member or other person in the books of the Company as a creditor for that amount. In relation to the debt, no trust is created and no
interest is payable. The Company shall not be required to account for any money earned on the net proceeds of sale, which may be used in the Company's business or invested in such a way as the board
from time to time thinks fit.

Winding Up

Liquidator may distribute in specie

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154.    If
the Company is wound up, the liquidator may, with the sanction of an extraordinary resolution of the Company and any other sanction required by the Insolvency Act
1986:



Disposal of assets by liquidator

155.    The
power of sale of a liquidator shall include a power to sell wholly or partially for shares or debentures or other obligations of another body corporate, either then
already constituted or about to be constituted for the purpose of carrying out the sale.

Indemnity

Indemnity to directors and officers

156.    Subject
to the Statutes but without prejudice to any indemnity to which a director may otherwise be entitled, every director or other officer (excluding an auditor) 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 the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part) 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.

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