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Exhibit 1.1




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PRELIMINARY
 1.
    
    InterpretationThe headings hereto shall not affect the construction hereof, and in these Articles unless
there be something in the subject or context inconsistent therewith:Actmeans the Companies Act 1985 and every statutory modification or re-enactment thereof
for the time being in force;addressin relation to Electronic Communications, includes any number or address used for
the purpose of such communications;these Articlesmeans these Articles of Association or other articles of association of
the Company from time to time in force;Auditorsmeans the Auditors for the time being of the Company;communicationshall have the same meaning as in the Electronic Communications Act;Directorsmeans the directors for the time being of the Company;Dividendincludes bonus;Electronic Communicationshall have the same meaning as in the Electronic Communications
ActElectronic Communications Actshall mean the Electronic Communications Act 2000;
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Financial Services Authoritymeans the Financial Services Authority in its capacity as
the competent authority for the purposes of Part VI of the Financial Services and Markets
Act 2000;London Stock Exchangemeans London Stock Exchange plc;Membermeans a member of the Company;Monthmeans calendar month;noticemeans notice in writing or by Electronic Communication to an address for the time
being notified for that purpose to the person giving that notice;Officemeans the registered office for the time being of the Company;Paid-upincludes credited as paid up;properly authenticated dematerialised instructionshall have the same meaning as in the
Regulations;Registermeans the Register of Members to be kept pursuant to Section 352 of the Act;Regulationsmeans the Uncertificated Securities Regulations 2001;relevant systemmeans the computer-based system and procedures which enable title to
shares to be evidenced and transferred without a written instrument and which facilitate
supplementary and incidental matters in accordance with the Regulations;Sealmeans the common seal of the Company or any official or securities seal that the
Company may have or be permitted to have under the Statutes;Secretaryincludes an assistant or deputy secretary, and any person appointed by the
Directors to perform the duties of the Secretary;signed or signatureincludes reference to a document being executed under hand or under
seal or by any other method and, if the case may be, to it bearing an electronic signature;Statutemeans the Act, the Companies Act 1989, the Regulations, the Electronic
Communications Act, and every other statute or subordinate legislation for the time being
in force concerning companies and affecting the Company including every amendment or
re-enactment (with or without amendment) thereof for the time being in force;The Stock Exchangemeans the London Stock Exchange plc;treasury sharesmeans qualifying shares (within the meaning of section 162(4) of the Act)
held by the Company under section 162(A)(1)(a) of the Act;United Kingdommeans Great Britain and Northern Ireland; andin writingand writtenincludes printing, lithography, and other modes of representing
and reproducing words in a visible form and also (but only to the extent that (a) the
Directors so resolve, either generally or in relation to a particularly category, or
particular categories of documentation and (b) the recipient (if not the Company) has
requested or agreed to such form) any Electronic Communication, or anything partly in one
of these forms and partly in another;Words importing the singular number only include the plural number and vice versa.
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Words importing the masculine gender only include the feminine gender.Words importing persons include corporations.Any reference herein to the provisions of any statute or of any subordinate legislation
shall include any amendment or re-enactment (with or without amendment) thereof for the
time being in force.Words and expressions defined in the Act shall, unless the context otherwise requires, have
the same meanings in these Articles.A special or extraordinary resolution shall be effective for any purpose for which an
ordinary resolution is expressed to be required under any provision of these Articles.References herein to a share being in certified form are references to that share being an
uncertified unit of a security.Headings to these Articles are for convenience only and shall not affect construction.2.
    
    Table A not to applyNone of the regulations contained in Table A in the Schedule to the Companies (Tables A
to F) Regulations 1985 as amended shall apply to the Company except so far as embodied in
any of the following Articles, which shall be the regulations for the management of the
Company.
 SHARE CAPITAL
 3.
    
    Share capitalThe capital of the Company at the date of adoption of these Articles as the articles of
association of the Company is £9,700,000 divided into 485,000,000 Ordinary Shares of 2
pence each.4.
    
    Allotment of sharesSubject to the authority of the Company in General Meeting required by the Act, the
Directors shall have unconditional authority to allot, grant options over, offer or
otherwise deal with or dispose of any shares of the Company to such persons, at such times
and generally on such terms and conditions as the directors may determine. The Directors
may at any time after the allotment of any share but before any person has been entered in
the Register as the holder, recognise a renunciation thereof by the allottee in favour of
some other person and may accord to any allottee of a share a right to effect such
renunciation upon and subject to such terms and conditions as the Directors may think fit
to impose.5.
    
    Shares may be issued subject to different conditions as to CallsThe Directors may make arrangements on the issue of shares for a difference between the
holders of such shares in the amount of Calls to be paid and the time of payment of such
Calls.6.
    
    Instalments on shares to be duly paidIf by the conditions of allotment of any share the whole or part of the issue price thereof
shall be payable by instalments, every such instalment shall, when due, be paid to the
Company by the person who for the time being shall be the registered holder of the share.
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7.
    
    Liability of joint holders of sharesThe joint holders of a share shall be severally as well as jointly liable for payment of
all instalments and Calls in respect of such share and any one of such persons may give an
effectual receipt for any return of capital payable in respect of such share.8.
    
    Payment of commissionIn addition to all other powers of paying commissions, the Company may exercise the powers
conferred by the Act of paying commissions to any person in consideration of his
subscribing or agreeing to subscribe, whether absolutely or conditionally, for any shares
in the Company or procuring or agreeing to procure subscriptions, whether absolute or
conditional, for any shares in the Company. Such commission may be satisfied by payment of
cash or (with the sanction of an Ordinary Resolution of the Company) the allotment of fully
or partly paid shares or partly in one way and partly in the other. The Company may also
on any issue of shares pay such brokerage as may be lawful.9.
    
    Trusts not recognisedSave as herein otherwise provided or as by the Act otherwise required the Company shall be
entitled to treat the registered holder of any share as the absolute owner thereof, and
accordingly shall not except as ordered by a Court of competent jurisdiction or by law
required be bound by or be compelled in any way to recognise (even when having notice
thereof) any equitable, contingent, future or partial interest in any fractional part of a
share or any other rights in respect of any share except an absolute right to the entirety
thereof in the registered holder.10.
    
    Financial assistanceThe Company shall not give any financial assistance for the acquisition of shares in the
Company except and in so far as permitted by the Statutes.11.
    
    Allotment at a discountThe shares of the Company shall not be allotted at a discount and save as permitted by the
Statutes shall not be allotted except as paid up at least as to one-quarter of their
nominal value and the whole of any premium thereon.
 CERTIFICATES
 12.
    
    Uncertificated shares12.1
    
    Unless otherwise determined by the Directors and permitted by the Regulations, no person
shall be entitled to receive a certificate in respect of any share for so long as the title to
that share is evidenced otherwise than by a certificate and for so long as transfers of that
share may be made otherwise than by a written instrument by virtue of the Regulations.
Notwithstanding any provisions of these Articles, the Directors shall have power to implement
any arrangements they may, in their absolute discretion, think fit in relation to the
evidencing of title to and transfer of an uncertificated share (subject always to the
Regulations and the facilities and requirements of the relevant system concerned). No
provision of these Articles shall apply or have effect to the extent that it is in any respect
inconsistent with the holding of shares in uncertificated form.12.2
    
    Conversion of a certificated share into an uncertificated share, and vice versa, may be made
in such manner as the Directors may, in their absolute discretion, think fit (subject always
to the Regulations and the facilities and requirements of the relevant system concerned).
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12.3
    
    The Company shall enter on the Register how many shares are held by each Member in
uncertificated form and in certificated form and shall maintain the Register in each case as
required by the Regulations and the relevant system concerned. Unless the Directors otherwise
determine, holdings of the same holder or joint holders in certificated form and
uncertificated form shall be treated as separate holdings.12.4
    
    A class of share shall not be treated as two classes by virtue only of that class comprising
both certificated shares and uncertificated shares or as a result of any provision of these
Articles or the Regulations which applies only in respect of certificated or uncertificated
shares.12.5
    
    The Company shall be entitled, in accordance with regulation 32(2)(c) of the Regulations, to
require the conversion of an uncertificated share into certificated form to enable it to deal
with that share in accordance with any provision in these Articles.12.6
    
    The provisions of Articles 13 to 16 inclusive shall not apply to uncertificated shares.13.
    
    Members right to certificatesSubject to Article 12, every person (other than a recognised clearing house (within the
meaning of the Financial Services and Markets Act 2000) or a nominee of a recognised
clearing house or of a recognised investment exchange (within the meaning of the Financial
Services and Markets Act 2000) in respect of whom the Company is not required by law to
complete and have ready for delivery a certificate) upon becoming the holder of a
certificated share and whose name is entered as a Member on the Register shall be entitled
within the time specified by the Act and without payment to receive within two months after
allotment or lodgement of transfer (or within such other period as the conditions of issue
shall provide) one certificate for all the certificated shares registered in his name, or
in the case of shares of more than one class being, registered in his name, to a separate
certificate for each class of certificated share so registered, and where a Member (except
such a clearing house or nominee) transfers part of the shares of any class registered in
his name he shall be entitled without payment to one certificate for the balance of
certificated shares of that class retained by him and registered in his name. Every such
certificate of shares shall specify the number and class and the distinguishing numbers (if
any) of the shares to which it relates and the amount paid up thereon. No certificate
shall be issued relating to shares of more than one class. If any Member shall require
additional certificates he shall pay for each additional certificate such sum (if any) not
exceeding 5p as the Directors shall determine.14.
    
    As to issue of a new certificate in place of one defaced, lost or destroyedIf any certificate be worn out or defaced then upon delivery thereof to the Directors they
may order the same to be cancelled, and may issue a new certificate in lieu thereof, and if
any certificate be worn out, lost or destroyed, then, upon proof thereof to the
satisfaction of the Directors and on such indemnity with or without security as the
Directors deem adequate being given, a new certificate in lieu thereof shall be given to
the party entitled to such worn out, lost or destroyed certificate.15.
    
    CostsEvery certificate issued under the last preceding Article shall be issued without payment,
but there shall be paid to the Company a sum equal to any exceptional expenses incurred by
the Company of preparing any such indemnity and security as is referred to in that Article.
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16.
    
    To which of the joint holders certificates to be issuedThe Company shall not be bound to issue more than one certificate in respect of shares
registered in the names of two or more persons and such certificates shall be delivered to
the person first named on the Register in respect of such shares.
 CALLS ON SHARES
 17.
    
    CallsThe Directors may, subject to the terms of allotment thereof, from time to time make such
Calls as they think fit upon the Members in respect of all moneys unpaid on the shares held
by them respectively provided that fourteen days notice at least be given to each Call and
each Member shall pay the amount of each Call so made upon him to the person and at the
time and place specified by the Directors in the said notice. A call may be revoked or
postponed in whole or in part, as the Directors may determine. A person upon whom a call is
made shall remain liable for all calls made upon him notwithstanding the subsequent
transfer of the shares in respect of which the call was made.18.
    
    May be payable by instalments, etcA Call may be made payable by instalments and may, at any time before receipt by the
Company of a sum due thereunder, be either revoked or postponed in whole or in part.19.
    
    When Call deemed to have been made19.1
    
    A Call shall be deemed to have been made at the time when the resolution of the Directors
authorising such Call was passed.19.2
    
    If by the terms of any prospectus or by the conditions of allotment any amount is payable in
respect of any shares by instalments, every such instalment shall be payable as if it were a
Call duly made by the Directors of which due notice had been given.20.
    
    When interest on Calls or instalment payableIf the sum payable in respect of any Call or instalment be not paid on or before the day
appointed for payment thereof, the holder for the time being of the share in respect of
which the Call shall have been made, or the instalment shall be due, shall pay interest for
the same at such rate as may be fixed by the terms of allotment of the share or if no rate
is fixed, at the appropriate rate (as defined by Section 107 of the Act) from the time
appointed for payment thereof until the actual payment thereof, and shall not receive any
dividend in respect of the amount unpaid.21.
    
    Payment of Calls in advanceThe Directors may, if they think fit, receive from any Member willing to advance the same
all or any part of the money unpaid upon the shares held by him beyond the sums actually
called up; and upon the money paid in advance, or so much thereof as from time to time
exceeds the amount of the Calls then made upon the shares in respect of which such advance
shall have been made, the Company may pay interest at such rate (not exceeding, without the
sanction of the Company given by Ordinary Resolution, the appropriate rate aforesaid) as
the Member paying such sum in advance and the Directors agree upon.22.
    
    Sums due on allotment to be treated as CallsAny sum which by or pursuant to the terms of allotment of a share becomes payable on
allotment or at any fixed date, whether on account of the nominal value of the share or by
way of premium, shall for the purposes of these Articles be deemed to be a Call duly
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made and payable on the date on which by or pursuant to the terms of allotment the same
becomes payable and in case of non-payment all the relevant provisions of these Articles as
to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had
become payable by virtue of a Call duly made and notified.23.
    
    Liability of joint holdersThe joint holders of a share shall be jointly and severally liable to pay all calls in
respect thereof.24.
    
    Power to differentiate between holdersThe Directors may, on the issue of shares, differentiate between the holders of such shares
as regards the amounts of calls to be paid and the times of payment of such calls.
 FORFEITURE AND LIEN
 25.
    
    If Call or instalments not paid notice may be givenIf any Member fails to pay any Call or instalment in full on or before the day appointed
for the payment of the same, the Directors may at any time thereafter during such time as
the Call or instalment or any part thereof remains unpaid, serve a notice on such Member
requiring him to pay so much of the call or instalment as is unpaid together with any
interest that may have accrued thereon and all expenses incurred by the Company by reason
of such non-payment.26.
    
    Form of noticeThe notice shall name a day (not being less than fourteen days from the date of the notice)
and a place on and at which such Call or instalment and such interest and expenses as
aforesaid are to be paid. The notice shall also state that in the event of non-payment at
or before the time and at the place appointed, the shares in respect of which the Call was
made or instalment is payable will be liable to be forfeited.27.
    
    If notice not complied with shares may be forfeitedIf the requirements of any such notice as aforesaid shall be not complied with, any shares
in respect of which such notice shall have been given may at any time thereafter, and
before payment of all Calls or instalments, interest and expenses due in respect thereof,
be forfeited by a resolution of the Directors to that effect. Such forfeiture shall
include all dividends declared in respect of the forfeited shares and not actually paid
before the forfeiture. The Directors may accept the surrender of any share liable to be
forfeited hereunder and in such case references in these Articles to forfeiture shall
include surrender.28.
    
    Forfeited shares to become the property of CompanyWhen any Share has been forfeited or surrendered notice of the forfeiture or surrender
shall be served upon the person who was before forfeiture the holder of the share or any
person entitled to the share by transmission, and an entry of the forfeiture or surrender,
with the date thereof, shall forthwith be made in the Register, but no forfeiture shall be
in any manner invalidated by any omission or neglect to give notice as aforesaid. Any
share so forfeited or surrendered shall be deemed to be the property of the Company, no
voting rights shall be exercised in respect thereof and the Directors may within three
years of such forfeiture or surrender sell, re-allot, or otherwise dispose of the same in
such manner, either subject to or discharged from all calls made or instalments due prior
to the forfeiture or surrender, as they think fit either to the person who was before the
forfeiture or surrender the holder thereof, or to any other person, and either with or
without any past or accruing dividends, and in the case of re-allotment, with or without
any money
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paid thereon by the former holder being credited as paid up thereon. Any share not
disposed of in accordance with the foregoing within a period of three years from the date
of its forfeiture or surrender shall thereupon be cancelled in accordance with the
provisions of the Act. For the purpose of giving effect to any such sale or other
disposition the Directors may authorise some person to transfer the share so sold or
otherwise disposed of to, or in accordance with the directions of, the buyer thereof or
other person becoming entitled thereto.29.
    
    Power to annul forfeitureThe Directors may at any time, before any share so forfeited or surrendered shall have been
cancelled or sold, re-allotted or otherwise disposed of, annul the forfeiture or surrender
upon such conditions as they think fit.30.
    
    Arrears to be paid notwithstanding forfeitureAny Member whose shares have been forfeited or surrendered shall thereupon cease to be a
member in respect of such shares and shall surrender to the Company for cancellation the
certificate for the forfeited or surrendered shares but shall notwithstanding be liable to
pay, and shall forthwith pay to the Company all Calls, instalments, interest and expenses
owing upon or in respect of such shares at the time of forfeiture or surrender together
with interest thereon, from the time of forfeiture until payment, at such rate as may be
fixed by the terms of allotment of the shares or, if no rate is so fixed, at the
appropriate rate aforesaid, and the Directors may enforce payment thereof if they think fit
but his liability shall cease if and when the Company shall have received payment in full
of all such monies in respect of the shares, together with interest as aforesaid. The
Directors may, if they shall think fit, waive the payment of such interest or any part
thereof. The Company may enforce payment of such monies without being under any obligation
to make any allowance for the value of the shares forfeited or surrendered or for any
consideration received on their disposal.31.
    
    Companys lien on sharesThe Company shall have a first and paramount lien upon all the shares, other than fully
paid-up shares, registered in the name of each Member (whether solely or jointly with other
persons) for any amount payable in respect of such shares, whether the period for payment
thereof shall have actually arrived or not and such lien shall apply to all dividends from
time to time declared or other moneys payable in respect of such shares. Unless otherwise
agreed, the registration of a transfer of a share shall operate as a waiver of the
Companys lien, if any, on such share and the Directors may at any time waive any lien
which has arisen and may declare any share to be wholly or in part exempt from the
provisions of this Article.32.
    
    As to enforcing lien by saleFor the purpose of enforcing such lien, the Directors may sell the shares subject thereto,
in such manner as they think fit, but no such sale shall be made until such period as
aforesaid shall have arrived and until notice in writing (i) stating, and demanding payment
of, the sum payable and (ii) giving notice of the intention to sell in default of such
payment shall have been served on the registered holder for the time being of the share,
(or the person entitled thereto by reason of his death or bankruptcy or otherwise by
operation of law) and default shall have been made by him in the payment of such amounts
payable for seven days after such notice.33.
    
    Application of proceeds of saleThe net proceeds to any such sale, after payment of the costs thereof, shall be applied in
or towards satisfaction of such part of the amount in respect of which the lien exists as
is
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presently payable. The residue, if any, shall (subject to a like lien for sums not
presently payable as existed upon the shares before the sale) be paid to the Member or the
person (if any) entitled by transmission to the shares. For giving effect to any such sale
the Directors may authorise some person to transfer the shares sold to, or in accordance
with the directions, of the buyer.34.
    
    Validity of sale after forfeiture or for enforcing lienUpon any sale or re-allotment after forfeiture or upon any sale for enforcing any lien in
purported exercise of the powers hereinbefore given, the Directors may in the case of a
sale nominate some person to execute a transfer of the shares sold in the name and on
behalf of the registered holder or his executors or administrators and may in any case
cause the name of the purchaser or allottee to be entered in the Register in respect of the
shares sold or re-allotted, and the purchaser or allottee shall not be bound to see to the
regularity of the proceedings or to the application of the purchase or subscription money,
and after his name has been entered in the Register in respect of such shares the validity
of the sale or forfeiture shall not be impeached by any person and the remedy of any person
aggrieved by the sale or forfeiture shall be in damages only and against the Company
exclusively.35.
    
    Statutory declarationA statutory declaration in writing that the declarant is a Director or the Secretary of the
Company, and that a share has been duly forfeited or surrendered or sold to satisfy a lien
of the Company on a date stated in the declaration, shall be conclusive evidence of the
facts stated therein against all persons claiming to be entitled to the share. Such
declaration and the receipt of the Company for the consideration (if any) given for the
share on the sale, re-allotment or disposal thereof, together with, in the case of
certificated shares, the share certificate delivered to a buyer or allottee thereof, shall
(subject to the execution of a transfer if the same be required) constitute a good title to
the share and the person to whom the share is sold, re-allotted or disposed of shall be
registered as the holder of the share and shall not be bound to see to the application of
the purchase money (if any) nor shall his title to the share be affected by any
irregularity or invalidity in the proceedings relating to the forfeiture, surrender, sale,
re-allotment or disposal of the share.
 TRANSFER OF SHARES
 36.
    
    Transfers of uncertificated sharesAll transfers of uncertificated shares shall be made in accordance with and be subject to
the provisions of the Regulations and the facilities and requirements of the relevant
system and, subject thereto, in accordance with any arrangements made by the Directors
pursuant to Article 12.37.
    
    Form of transferThe instrument of transfer of any certificated share in the Company shall be in the usual
common form or in such other form as shall be approved by the Directors, and shall be
signed by or on behalf of the transferor and (in the cased of a transfer of a partly paid
share) by the transferee. In relation to the transfer of any share (whether a certificated
or uncertificated share) the transferor shall be deemed to remain the holder of such share
until the name of the transferee is entered in the Register in respect thereof, and when
registered the instrument of transfer shall be retained by the Company .38.
    
    Restraint on transferThe Directors may, in their absolute discretion and without assigning any further reason
therefore, refuse to register any share transfer unless:
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(a)
    
    it is in respect of a fully paid share (whether certificated or
uncertificated);(b)
    
    it is in respect of a share on which the Company does not have a lien;(c)
    
    it is in respect of only one class of shares;(d)
    
    it is in favour of not more than four joint holders as transferees; or(e)
    
    the conditions referred to in the next succeeding Article have been satisfied
in respect thereof,
 provided that where any shares which are not fully paid are admitted to the Official List
of the Financial Services Authority, the discretion referred to in this article in respect
of shares which are not fully paid shall not be exercised in such a way as to prevent
dealings in the shares of that class from taking place on an open and proper basis.39.
    
    Registration of transferIn relation to a certificated share, the Directors may decline to recognise any instrument
of transfer unless the instrument of transfer is left at the Office, or at such other place
as the Directors may from time to time determine, to be registered accompanied by the
certificate of the shares comprised thereon, and such evidence as the Directors may
reasonably require to prove the title of the transferor , and the due execution by him of
the transfer or, if transfer is executed by some other person on his behalf the authority
of that person so to do and thereupon the Directors, subject to the power vested in them by
the last preceding Article, shall register the transferee as the holder.40.
    
    Notice of refusal to registerIf the Directors refuse to register a transfer they shall, in the case of certificated
shares, within two months after the date on which the transfer was lodged with the Company,
send to the transferee notice of the refusal and (except in the case of fraud) return to
him the instrument of transfer or, in the case of uncertificated shares, notify such person
as may be required by the Regulations and the requirements of the relevant system
concerned. All instruments of transfer which are registered may be retained by the
Company.41.
    
    Fees on registrationNo fee shall be payable for registering any transfer, probate, letters of administration,
certificate of marriage or death, power of attorney, renunciation of a renounceable letter
of allotment, stop notice or other document or instruction relating to or affecting the
title to any shares or the right to transfer the same.42.
    
    Suspension of registration and closing of RegisterThe registration of transfers may be suspended at such times and for such period as the
Directors may from time to time determine and either generally or in respect of any class
of shares provided that the Register shall not be closed for more than thirty days in any
year.43.
    
    Location of instruments of transferAll instruments of transfer which are registered shall, subject to Article 180(c), be
retained by the Company, but any instrument of transfer which the Directors may refuse to
register shall (except in the case of fraud) be returned to the person depositing the same.
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TRANSMISSION OF SHARES
 44.
    
    Representatives of interest of deceased MembersThe executors or administrators of a deceased Member (not being one of two or more joint
holders) shall be the only persons recognised by the Company as having any title to shares
held by him alone; but in the case of shares hold by more than one person, the survivor or
survivors, where the deceased was a joint holder, and the legal personal representatives of
the deceased where he was a sole or only surviving holder, shall be the only persons
recognised by the Company as being entitled to such shares.; but nothing herein contained
shall release the estate of a deceased Member from any liability in respect of any share
which had been solely or jointly held by him.45.
    
    Evidence in case of death or bankruptcyAny person becoming entitled to a share in consequence of the death or bankruptcy of any
Member or otherwise by operation of law may, upon such evidence being produced as may be
required by the Directors, elect in writing either to be registered as a member (in respect
of which registration no fee shall be payable) by giving notice in writing to that effect
or, without being so registered, execute a transfer to some other person who shall be
registered as a transferee of such share and the execution of such transfer shall signify
his election as aforesaid, but the Directors shall in either case have the like power of
declining or refusing to register such transfer as is provided with respect to ordinary
transfers. The Directors may at any time give notice requiring any such person to elect as
aforesaid and if such notice is not complied with within 60 days the Directors may
thereafter withhold payment of all dividends and other moneys payable in respect of such
share until compliance therewith.46.
    
    Restrictions on electionIf the person so becoming entitled shall elect to be registered himself, he shall deliver
or send to the Company a notice in writing signed by him stating that he so elects. If he
shall elect to have another person registered he shall testify his election by executing to
that person a transfer of the share. All the limitations, restrictions and provisions of
these Articles relating to the right to transfer and the registration of transfers of
shares shall be applicable to any such notice or transfer as aforesaid as if the death or
bankruptcy of the Member or other event had not occurred and the notice or transfer were a
transfer signed by the Member registered as the holder of any such share.47.
    
    Rights as to dividends and votingAny person becoming entitled to a share in consequence of the death or bankruptcy of the
holder or otherwise by operation of law shall, upon supplying to the Company such evidence
as the Directors may reasonably require to show his title to the share, be entitled to the
same dividends and other advantages to which he would be entitled if he were the registered
holder of the shares, except that he shall not, unless and until he is registered as a
Member in respect of the share, be entitled in respect of it to receive notices of or to
exercise any rights conferred by membership in relation to meetings of the Company
(including meetings of the holders of any class of shares in the Company).
 CONSOLIDATION AND SUB-DIVISION OF SHARES
 48.
    
    ConsolidationThe Company may by Ordinary Resolution consolidate its shares, or any of them, into shares
of a larger amount.
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49.
    
    Sub-divisionThe Company may by Ordinary Resolution sub-divide its shares, or any of them, into shares
of a smaller amount, and may by such resolution determine that, as between the holders of
the shares resulting from such sub-division, one or more of such shares shall have some
preferred or other advantage as regards dividend, capital, voting or otherwise over or
shall have such deferred rights or be subject to such restrictions as compared with the
other or others as the Company has power to attach to shares upon the allotment thereof.50.
    
    FractionsSubject to any direction by the Company in General Meeting, whenever as the result of any
consolidation or sub-division of shares Members of the Company are entitled to any issued
shares of the Company in fractions, the Directors may deal with such fractions as they
shall determine and in particular may sell the shares to which Members are so entitled in
fractions for the best price reasonably obtainable to any person (including, subject to the
provisions of the Statutes, the Company) and pay and distribute to and amongst the Members
entitled to such shares in due proportions the net proceeds of the sale thereof save for
individual entitlements (net of expenses) not exceeding £3 which may be retained for the
benefit of the Company. For the purpose of giving effect to any such sale the Directors
may, in respect of certificated shares, nominate some person to execute a transfer of the
shares sold on behalf of the Members so entitled, or, in respect of uncertificated shares,
nominate any person to transfer such shares in accordance with the facilities and
requirements of the relevant system concerned or make such other arrangements as are
compatible with the relevant system concerned or, in either case, in accordance with the
directions of the buyer thereof and may cause the name of the purchaser to be entered in
the Register as the holder of the shares comprised in any such transfer and he shall not be
bound to see to the application of the purchase money nor shall his title to the shares be
affected by an irregularity or invalidity in the proceedings in reference to the sale. For
the purpose of this Article, any shares representing fractional entitlements to which any
Member would, but for this Article, become entitled may be issued in certificated form or
uncertificated form.
 CONVERSION OF SHARES INTO STOCK
 51.
    
    Paid up shares convertible into stockThe Company may by Ordinary Resolution convert any fully paid up shares into stock of the
same class as the shares which shall be so converted, and reconvert such stock into fully
paid up shares of the same class and of any denomination.52.
    
    Transfer of stockWhen any shares have been converted into stock, the several holders of such stock may
thenceforth transfer their respective interest therein, or any part of such interests, in
the same manner and subject to the same regulations as and subject to which any shares in
the capital of the Company may be transferred, or as near thereto as the circumstances
admit, but the Directors may from time to time fix the minimum amount of stock transferable
(which minimum shall not exceed the nominal amount of the shares from which the stock
arose), and direct that fractions of that minimum shall not be transferred, but with power
at their discretion to waive such rules in any particular case.53.
    
    Privilege of stockholdersThe several holders of such stock shall be entitled to participate in the dividends and
profits of the Company according to the class of stock and the amounts of their respective
interests in such stock, and such interests shall, in proportion to the amount thereof,
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confer on the holders thereof respectively the same privileges and advantages for the
purpose of voting at meetings of the Company and for other purposes as would have been
conferred by shares of the same class of equal amount in the capital of the Company, but so
that none of such privileges or advantages, except the participation in the dividends and
profits of the Company and in the assets of the Company on a winding-up shall be conferred
by any such amounts of stock as would not, if existing in the shares, have conferred such
privileges or advantages.54.
    
    DefinitionsAll such provisions of these Articles relating to shares as are applicable to fully paid-up
shares shall apply to stock, and in all such provisions the words shares and
shareholder shall include stock and stockholder. No such conversion shall affect or
prejudice any preference or other special privilege.
 INCREASE OR REDUCTION OF CAPITAL
 55.
    
    Increase of capitalThe Company may, from time to time, by Ordinary Resolution, increase the capital by the
creation of new shares, such increase to be of such aggregate amount and to be divided into
shares of such respective amounts as the resolution may prescribe. Subject to such
privileges, priorities, or conditions as are or may be attached thereto, all new shares
shall be subject to the same provisions in all respects as if they had been part of the
original capital.56.
    
    Power to attach rights and issue redeemable sharesAny new shares in the capital of the Company may be allotted with such preferential right
to dividend and such priority in the distribution of assets, or subject to such
postponement of dividends or in the distribution of assets, and with or subject to such
preferential or limited or qualified right of voting at General Meetings as the Company may
from time to time by Ordinary Resolution determine, or, if no such determination be made,
as the Directors shall determine, but so that the rights attached to any issued shares as a
class shall not be varied except with the consent of the holders thereof duly given under
the provisions of these Articles. Subject as aforesaid any shares in the capital of the
Company may be issued on the terms that they are, or, at the option of the Company, are to
be liable to be redeemed.57.
    
    Reduction of capital and purchase of own shares57.1
    
    The Company may from time to time by Special Resolution reduce its share capital, any capital
redemption reserve fund and any share premium account in any manner authorised by law. The
Company may also by Ordinary Resolution cancel any shares not taken or agreed to be taken by
any person and diminish the amount of its share capital by the nominal value of the shares so
cancelled.57.2
    
    The Company may purchase its own shares (including any redeemable shares) provided that if at
the relevant date proposed for approval of the proposed purchase there shall be in issue any
shares of a class entitling the holders thereof to convert into Ordinary Shares in the capital
of the Company then no such purchase shall take place unless it has been sanctioned by an
extraordinary resolution passed at a separate class meeting (or meetings if there is more than
one class) of the holders of any such class of convertible shares.
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GENERAL MEETINGS
 58.
    
    Annual General MeetingThe Company shall in each year hold a general meeting as its annual general meeting in
addition to any other meetings in that year, and not more than 15 months shall elapse
between the date of one annual general meeting of the Company and that of the next. The
annual general meeting shall be held at such time and place as may be determined by the
Directors.59.
    
    Extraordinary General MeetingAll General Meetings of the Company other than Annual General Meetings shall be called
Extraordinary General Meetings.60.
    
    When Extraordinary General Meeting to be calledThe Directors may, whenever they think fit, convene an Extraordinary General Meeting of the
Company, and Extraordinary General Meetings shall also be convened on such requisition or
in default may be convened by such requisitions as provided by the Act. Any meeting
convened under this Article by requisitions shall be convened in the same manner as nearly
as possible as that in which meetings are to be convened by the Directors. If at any time
there are not within the United Kingdom sufficient Directors capable of acting to form a
quorum, the Directors in the United Kingdom capable of acting may convene an Extraordinary
General Meeting in the same manner as nearly as possible as that in which meetings may be
convened by the Directors.61.
    
    Notice of MeetingsAn Annual General Meeting and an Extraordinary General Meeting called for the passing of a
Special Resolution shall be called by not less than 21 days notice, and all other
Extraordinary General Meetings of the Company shall be called by not less than 14 days
notice. The notice shall be exclusive of the day on which it is served or deemed to be
served and of the day for which it is given and shall specify the place, the day and hour
of meeting, and in case of special business the general nature of such business. The
notice shall be given to the Members, other than such as, under the provisions of these
Articles or the terms of issue of the shares they hold, are not entitled to receive notice
from the Company, to the Directors and to the Auditors. A notice calling an Annual General
Meeting shall specify the meeting as such and the notice convening a meeting to pass a
Special Resolution or an Extraordinary Resolution as the case may be shall specify the
intention to propose the Resolution as such.62.
    
    Meetings at short noticeA General Meeting shall, notwithstanding that it is called by shorter notice than that
specified in the immediately preceding Article, be deemed to have been duly called if it is
so agreed by such Members as are prescribed in that behalf by the Act.63.
    
    ProxiesIn every notice calling a meeting of the Company or any class of the Members of the Company
there shall appear with reasonable prominence a statement that a Member entitled to attend
and vote is entitled to appoint one or more proxies to attend and, on a poll, vote instead
of him, and that a proxy need not also be a Member.64.
    
    Omission to send noticeThe accidental omission to give notice of a meeting, or to issue an invitation to appoint a
proxy with a notice where required by these Articles, to any person entitled to receive
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notice, or the non-receipt of notice of a meeting or of an invitation to appoint a proxy by
any such person, shall not invalidate the proceedings at any General Meeting.65.
    
    Postponement of general meetingsIf the Directors, in their absolute discretion, consider that it is impractical or
unreasonable for any reason to hold a General Meeting on the date or at the time or place
specified in the notice calling the General Meeting, they may postpone the general meeting
to another date, time and/or place. When a meeting is so postponed, notice of the date,
time and place of the postponed meeting shall be placed in at least two national newspapers
in the United Kingdom. Notice of the business to be transacted at such postponed meeting
shall not be required.66.
    
    Business of Annual General MeetingThe business of an Annual General Meeting shall be to receive and consider the profit and
loss account, the balance sheet and reports of the Directors and of the Auditors, and the
document required by law to be annexed to the Balance Sheet, to elect Directors and
Officers in the place of those retiring by rotation or otherwise or ceasing to hold office
pursuant to Article 101 and to fix their remuneration if required, to declare dividends, to
appoint the Auditors (when Special Notice of the Resolution for such appointment is not
required by the Act) and to fix, or determine the manner of the fixing of, their
remuneration.67.
    
    Special businessAll other business transacted at an Annual General Meeting and all business transacted at
an Extraordinary General Meeting shall be deemed special.68.
    
    Special noticeWhere by any provision contained in the Act special notice is required of a resolution, the
resolution shall not be effective unless notice of the intention to move it has been given
to the Company not less than 28 days (or such shorter period as the Act permits) before the
meeting at which it is moved, and the Company shall give to its Members, subject as in
these Articles provided, notice of any such resolution as provided by the Act.69.
    
    QuorumSubject to the provisions of Article 71 in respect of adjourned meetings, for all purposes
the quorum for a General Meeting shall be not less than two Members present in person or by
proxy and entitled to vote.70.
    
    Quorum to be presentNo business shall be transacted at any General Meeting unless the quorum requisite shall be
present when the meeting proceeds to business. The appointment of a Chairman in accordance
with the provisions of these Articles shall not be treated as part of the business of the
meeting.71.
    
    Proceedings if quorum not presentIf within half an hour from the time appointed for the meeting a quorum be not present, the
meeting, if convened by or upon the requisition of Members, shall be dissolved. If any
other case it shall stand adjourned to such time (being not less than 14 days nor more than
28 days thence) and place as the Chairman shall appoint. At any such adjourned meeting the
Member or Members present in person or by proxy and entitled to vote shall have power to
decide upon all matters which could properly have been disposed of at the meeting from
which the adjournment took place. The Company shall give not less than
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seven clear days notice of any meeting adjourned for the want of a quorum and the notice
shall state that the Member or Members present as aforesaid shall form a quorum.72.
    
    Arrangements for simultaneous attendance, security and orderly conduct72.1
    
    In the case of any general meeting, the Directors may, notwithstanding the specification in
the notice convening the general meeting of the place at which the chairman of the meeting
shall preside (the Principal Place), make arrangements for simultaneous attendance and
participation at other places by Members and proxies and others entitled to attend the general
meeting but excluded from the Principal Place under the provisions of this Article.72.2
    
    Such arrangements for simultaneous attendance at the general meeting may include arrangements
regarding the level of attendance at the other places provided that they shall operate so that
any Members and proxies excluded from attendance at the Principal Place are able to attend at
one of the other places. For the purpose of all other provisions of these Articles any such
general meeting shall be treated as being held and taking place at the Principal Place.72.3
    
    The Directors may, for the purpose of facilitating the organisation and administration of any
general meeting to which such arrangements apply, from time to time make arrangements, whether
involving the issue of tickets (on a basis intended to afford to all Members and proxies and
others entitled to attend the meeting an equal opportunity of being admitted to the Principal
Place) or the imposition of some random means of selection or otherwise as they shall in their
absolute discretion consider to be appropriate, and may from time to time vary any such
arrangements or make new arrangements in their place. The entitlement of any Member or proxy
or other person entitled to attend a general meeting at the Principal Place shall be subject
to such arrangements as may for the time being be in force whether stated in the notice of the
general meeting to apply to that Meeting or notified to the Members concerned subsequent to
the provision of the notice of the general meeting.72.4
    
    The Directors or the chairman of the meeting or any person authorised by the Directors may
direct that Members, proxies or corporate representatives wishing to attend any general
meeting or anyone else permitted by the chairman of the meeting to attend should submit to
such searches or other security arrangements or restrictions (including, without limitation,
restrictions on items of personal property which may be taken into the meeting) as the
Directors or the chairman of the meeting or such person authorised by the Directors shall
consider appropriate in the circumstances. Such persons shall be entitled in their absolute
discretion to refuse entry to, or to eject from, such general meeting any such person who
fails to submit to such searches or otherwise to comply with such security arrangements or
restrictions.72.5
    
    The Directors or the chairman of the meeting or any person authorised by the Directors may,
at any meeting, take such action as is thought fit to secure the safety of the people
attending the meeting and to promote the orderly conduct of the business of the meeting as
laid down in the notice of the meeting and the chairman of the meetings decision on matters
of procedure or matters arising incidentally from the business of the meeting shall be final,
as shall be his determination as to whether any matter is of such a nature.73.
    
    ChairmanThe Chairman (if any) of the Board of Directors shall preside as Chairman at every General
Meeting of the Company. If there be no such Chairman, of if at any meeting he be not
present within 15 minutes after the time appointed for holding the meeting, or be unwilling
to act, the Directors present shall select one of their number to be Chairman, and that
failing, the Members present and entitled to vote shall choose someone of their number to
be Chairman.
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74.
    
    Power to adjourn74.1
    
    The Chairman of the meeting may, at any time without the consent of the meeting, adjourn any
meeting (whether or not it has commenced or has already been adjourned or a quorum is present)
either sine die or to another time or place where it appears to him that (i) the Members
wishing to attend cannot be conveniently accommodated in the place appointed for the meeting,
(ii) the conduct of any persons prevents or is likely to prevent the orderly continuation of
business or (iii) an adjournment is otherwise necessary so that the business of the meeting
may be properly conducted.74.2
    
    The Chairman of the meeting may, with the consent of any meeting at which a quorum is present
(and shall if so directed by the meeting), adjourn the meeting from time to time or sine die
and from place to place. No business shall be transacted at any adjourned meeting other than
the business left unfinished at the meeting from which the adjournment took place.75.
    
    Directors right to attend and speakEach Director shall be entitled to attend and speak at any general meeting of the Company
and at any separate general meeting of the holders of any class of shares in the Company.
The chairman of the meeting may invite any person to attend and speak at any general
meeting of the Company whom the chairman of the meeting considers to be equipped by
knowledge or experience of the Companys business to assist in the deliberations of the
meeting.76.
    
    Amendments to resolutionsIf an amendment shall be proposed to any resolution under consideration but shall in good
faith be ruled out of order by the chairman of the meeting the proceedings on the
substantive resolution shall not be invalidated by any error in such ruling. In the case
of a resolution duly proposed as a special or extraordinary resolution no amendment thereto
(other than an amendment to correct a patent error) may in any event be considered or voted
upon.77.
    
    When notice of adjourned meeting to be givenWhenever a meeting is adjourned for 28 days or more or sine die, seven clear days notice
in writing at the least specifying the place, the day and hour of the adjourned meeting
shall be given to the Members subject as and in the manner herein mentioned, to the
Directors and to the Auditors, but it shall not be necessary to specify in such notice the
nature of the business to be transacted at the adjourned meeting. Subject to Article 77
and save as aforesaid it shall not be necessary to give any notice of an adjournment.78.
    
    How questions to be decided at meetingsAt any General Meeting, a resolution put to the vote of the meeting shall be decided by a
show of hands unless (before, or upon the declaration of the result of, the show of hands)
a poll be duly demanded, in accordance with the provisions of these Articles, and unless a
poll be so demanded a declaration by the Chairman that the resolution has been carried, or
carried by a particular majority, or lost or not carried by a particular majority, and an
entry to that effect in the book containing the minutes of proceedings of the Company shall
be conclusive evidence of the fact without proof of the number or proportion of the votes
recorded in favour of or against such resolution.79.
    
    Casting voteIn the case of an equality of votes the Chairman shall, both on a show of hands and at a
poll, have a casting vote in addition to the votes to which he may be entitled as a Member.
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80.
    
    Who may demand a pollA poll may be demanded upon any question by the Chairman or by not less than five Members
present in person or by proxy and entitled to vote or by a Member or Members present in
person or by proxy representing not less than one-tenth of the total voting rights of all
the Members having the like right to vote at the meeting (excluding any voting rights
attached to any shares in the Company held as treasury shares) or by a Member or Members
holding shares conferring a right to vote at the meeting, being shares on which an
aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on
all the shares conferring that right.81.
    
    Poll demanded by proxyA valid instrument appointing a proxy shall be deemed to confer authority to demand or join
in demanding a poll, and for the purposes of the immediately preceding Article, a demand by
a proxy for a Member or other persons entitled to vote shall be deemed to be a demand by
that Member or other person.82.
    
    How poll to be takenSubject to the provisions of the next succeeding Article hereof, if a poll is demanded as
aforesaid it shall be taken in such manner (including the use of ballot or voting papers or
tickets) and at such time and place as the Chairman of the meeting directs, and either at
once, or after an interval or adjournment (but not more than 30 days after the date of the
meeting or adjourned meeting at which the poll was demanded). The Chairman may appoint
scrutineers and fix a time and place for declaring the result of the poll, and the result
of the poll shall be deemed to be the resolution of the meeting at which the poll was
demanded. The demand of a poll may be withdrawn. No notice need be given of a poll not
taken immediately. The demand for a poll may be withdrawn with the consent of the Chairman
of the meeting at any time before the close of the meeting or the taking of the poll,
whichever is the earlier, and in that event shall not invalidate the result of a show of
hands declared before the demand was made.83.
    
    In what cases poll taken without adjournmentAny poll duly demanded on the election of a Chairman of a meeting or on any question of
adjournment shall be taken at the meeting and without adjournment.84.
    
    Business may proceed notwithstanding demand of a pollThe demand of a poll shall not prevent the continuing of a meeting for the transaction of
any business other than the question on which a poll has been demanded.
 VOTING
 85.
    
    Votes of MembersSubject to any special terms as to voting upon which any shares may have been issued, or
may for the time being be held, every Member present in person shall upon a show of hands
have one vote and every Member present in person or by proxy shall upon a poll have one
vote for every share held by him.86.
    
    Voting on behalf of incapable MembersA Member in respect of whom an order has been made by any court having jurisdiction (in the
United Kingdom or elsewhere) in matters concerning mental disorder may vote, whether on a
show of hands or on a poll, by his receiver, curator bonis or other person authorised on
his behalf by that court, and such receiver, curator bonis or other person may, on a poll,
vote by proxy, provided that evidence to the satisfaction of the Directors
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87.
    
    Joint ownersIf two or more persons are jointly entitled to shares for the time being conferring a right
to vote, any one of such persons may vote at any meeting, either personally or by proxy, in
respect thereof as if he were solely entitled thereto, and if more than one of such joint
holders be present at any meeting, either personally or by proxy, the Member whose name
stands first on the Register as one of the holders of such shares, and no other, shall be
entitled to vote in respect of the same.88.
    
    When Members not to voteNo Member shall, unless the Directors otherwise determine, be entitled to be present or to
vote, either in person or by proxy, at any General Meeting or upon any poll, or to exercise
any privilege as a Member in relation to Meetings of the Company in respect of any shares
held by him if either:
 (a)
    
    any Calls or other moneys due and payable in respect of those shares remain
unpaid; or(b)
    
    a direction notice is in force by virtue of Article 183 of these Articles
(default in complying with a notice under Section 212 of the Act).
 89.
    
    Objections to and errors in votingNo objection shall be raised to the qualification of any voter or to the counting of, or
failure to count, a vote except at the meeting or adjourned meeting at which the vote
objected to is given or tendered (or at which the error occurs), and every vote not
disallowed at such meeting shall be valid for all purposes. Any such objection made in due
time shall be referred to the chairman of the meeting, whose decision shall be final and
conclusive.90.
    
    Voting personally or by proxyOn a poll votes may be given personally or by proxy and a Member entitled to more than one
vote need not, if he votes, use all his votes or cast all the votes he uses the same way.
The appointment of a proxy shall be in writing in the usual form, by Electronic
Communication, or such other form as shall be approved by the Directors, under the hand of
the appointor or his duly constituted attorney; or if such appointor is a corporation,
under its Common Seal or signed on its behalf by an attorney or a duly authorised officer
of the corporation. A proxy need not be a Member of the Company. A Member may appoint
more than one proxy to attend on the same occasion. Deposit of appointment of proxy shall
not preclude a Member from attending and voting in person at the meeting or any adjournment
thereof.91.
    
    As to deposit of proxy91.1
    
    The appointment of a proxy shall:
 (a)
    
    in the case of an appointment which is not contained in an Electronic
Communication, be deposited at the office or at such other place or one of such places
(if any) within the United Kingdom as is or are specified for that purpose in or by
way of note to the notice convening the meeting or in any document accompanying such
notice; or
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(b)
    
    in the case of an appointment contained in an Electronic Communication,
including an appointment completed on-line where the Directors so resolve to make such
facility available where an address has been specified for the purpose of receiving
Electronic Communications (including for the purpose of any on-line appointment) in
the notice convening the meeting or in any other document accompanying such notice, or
in any invitation contained in an Electronic Communication to appoint a proxy issued
by the Company in relation to the meeting, be received at such address,
  91.2
    
    Without limiting the foregoing, in relation to any shares which are held in uncertificated
form, the Directors may from time to time permit appointments of a proxy to be made by means
of an Electronic Communication in the form of an Uncertificated Proxy Instruction, (that is, a
properly authenticated dematerialised instruction, and/or other instruction or notification,
which is sent by means of the relevant system concerned and received by such participant in
that system acting on behalf of the Company as the Directors may prescribe, in such form and
subject to such terms and conditions as may from time to time be prescribed by the Directors
(subject always to the facilities and requirements of the relevant system concerned)); and may
in a similar manner permit supplements to, or amendments or revocations of , any such
Uncertificated Proxy Instruction to be made by like means. Notwithstanding any other
provision of these Articles, the Directors may in addition prescribe the method of determining
the time at which any such properly authenticated dematerialised instruction (and/or other
instruction or notification) is to be treated as received by the Company or such participant.
The Directors may treat any such Uncertificated Proxy Instruction which purports to be or is
expressed to be sent on behalf of a holder of a share as sufficient evidence of the authority
of the person sending that instruction to send it on behalf of that holder.91.3
    
    An appointment of a proxy and any other instrument referred to in Article 91.1 shall be
deemed to have been validly deposited or received at the Office or at such other place
specified in accordance with Article 91.1 if the instrument is received at such place by
facsimile transmission within the period of time specified by Article 91.1, provided that the
original instrument in the same form as the instrument received by facsimile transmission and
any other such document is deposited at the place at which the facsimile transmission was
received not less than twenty-four hours before the time appointed for the Meeting or
adjourned Meeting or the holding of a poll subsequently at which the vote is to be used.91.4
    
    From time to time the Directors may (consistently with the Statutes and these Articles) make
such regulations and establish such procedures as they consider appropriate to receive and
verify the appointment or revocation of a proxy. Any such regulations may be general, or
specific to a particular meeting. Without limitation, any such regulations and procedures may
include provisions that the Directors (or some person or persons appointed by them) may
conclusively determine any matter or dispute relating to:
 
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(a)
    
    the appointment or revocation, or purported appointment or revocation, of a
proxy; and/or(b)
    
    any instruction contained or allegedly contained in any such appointment.
 91.5
    
    The Directors may from time to time modify or revoke any such regulations and procedures as
they think fit, provided that no subsisting valid appointment or revocation of a proxy or any
vote instructions shall thereby be rendered invalid.91.6
    
    To the extent permitted by law, each of the Directors, the Secretary and each person employed
or, directly or indirectly, retained or used by the Company in the processes of receiving and
validating the appointment and revocation of proxies shall not be liable to any persons other
than the Company in respect of any acts or omissions (including negligence) occurring in the
execution or purported execution of his tasks relating to such processes, provided that he
shall have no such immunity in respect of any act done or omitted to be done in bad faith.91.7
    
    If two or more valid but differing appointments of a proxy are delivered or (in the case of
Electronic Communication) received in accordance with Article 91.1 in respect of the same
share for use at the same meeting, the one which is last delivered or, as the case may be,
received as aforesaid (regardless of its date, its date of sending or the date of its
execution) shall be treated as replacing and revoking the others as regards that share. If
the Company is unable to determine which was delivered or received last, none of them shall be
treated as valid in respect of that share.92.
    
    As to validity of proxyAn appointment of a proxy shall, unless the contrary is stated thereon, be valid as well
for any adjournment of the meeting to which it relates. No appointment of a proxy shall be
valid after the expiry of 12 months from the date of its receipt in accordance with Article
91 except at an adjourned meeting or on a poll demanded at a meeting or adjourned meeting
in cases where the meeting was originally held within 12 months from that date.93.
    
    Authority of proxies to call for a pollThe appointment of a proxy shall be deemed to confer authority on the proxy to demand or
join in demanding a poll.94.
    
    When votes by proxy valid through authority revokedA vote given or poll demanded in accordance with the terms of an appointment of a proxy or
by the duly authorised representative of a corporation shall be valid notwithstanding the
previous death or insanity of the principal or revocation of the instrument of proxy or the
authority of the person voting or demanding a poll, provided that no intimation in writing
of the death, or insanity, revocation or transfer shall have been received at the Office or
such other place as is specified for depositing the appointment of a proxy or, where the
appointment of the proxy was contained in an Electronic Communication, at the address at
which such appointment was duly received or by the means of communication by which such
appointment was received, in each case in accordance with Article 91, before the time for
holding the meeting or adjourned meeting or the holding of a poll subsequently thereto at
which such vote is given.
 VARIATION OF RIGHTS
 95.
    
    Consent to variationIf at any time the capital is divided into different classes of shares all or any of the
rights or privileges attached to any class may be varied (a) in such manner (if any) as may
be provided by such rights, or (b) in the absence of any such provision either with the
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96.
    
    Proceedings at meeting of classes of membersAny meeting for the purpose of the last preceding Article shall be convened and conducted
in all respects as nearly as possible in the same way as an Extraordinary General Meeting
of the Company, provided that no Member, not being a Director, shall be entitled to notice
thereof or to attend thereat unless he be a holder of shares of the class the rights or
privileges attached to which are intended to be varied or abrogated by the resolution, and
that no vote shall be given except in respect of a share of that class, and that the quorum
at any such meeting shall be two persons at least present holding or representing by proxy
at least one-third in nominal value of the issued shares of the class, and at an adjourned
meeting one person holding shares of the class in question or his proxy and that a poll may
be demanded in writing by any Member present in person or by proxy and entitled to vote at
the meeting.
 DIRECTORS AND OTHER OFFICERS
 97.
    
    Number of DirectorsUnless and until otherwise determined by the Company in General Meeting pursuant to Article
128 the number of Directors shall not be more than fifteen nor less than three. The
continuing Directors may act notwithstanding any vacancy in their body, provided that if
the number of the Directors be less than the prescribed minimum the remaining Director or
Directors shall forthwith appoint an additional Director or additional Directors to make up
such minimum or shall convene a General Meeting of the Company for the purpose of making
such appointment. If there be no Director or Directors able or willing to act then any two
shareholders may summon a General Meeting for the purpose of appointing Directors. Any
additional Director so appointed shall (subject to the provisions of these Articles) hold
office only until the dissolution of the Annual General Meeting of the Company next
following such appointment unless he is re-elected during such meeting and he shall not
retire by rotation at such meeting or be taken into account in determining the rotation of
retirement of Directors at such meeting.98.
    
    Remuneration of DirectorsThe Directors shall be paid out of the funds of the Company by way of fees for their
services an aggregate sum not exceeding £400,000 per annum or such other annual sum decided
on by the Company in General Meeting. The Directors shall also receive by way of
additional fees such further sums (if any) as the Company in General Meeting may from time
to time determine. Such fees and additional fees shall be divided among the Directors in
such proportion and manner as they may determine and in default of determination equally.
The provisions of this Article shall not apply to the remuneration of any Managing Director
or Executive Director which shall be determined pursuant to the provisions of Article 105
hereof.99.
    
    Travelling and Hotel expenses and special remunerationsThe Directors shall be entitled to be repaid all reasonable travelling, hotel and other
expenses incurred by them respectively in or about the performance of their duties as
Directors including any expenses incurred in attending Meetings of the Board or of
Committee of the Board or General Meetings and if in the opinion of the Directors it is
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100.
    
    Qualification, Directors entitled to attend at General Meetings and Separate General MeetingsA Director shall not require a share qualification. A Director shall be entitled to
receive notice of and attend and speak at all General Meetings of the Company and at all
Separate General Meetings of the holders of any class of shares in the capital of the
Company.101.
    
    Directors to have power to fill casual vacanciesWithout prejudice to the power of the Company pursuant to these Articles the Directors
shall have power at any time to appoint any person either to fill a casual vacancy or as an
addition to the Board, but so that the total number of Directors shall not exceed any
maximum number fixed in accordance with these Articles. Subject to the provision of these
Articles, any Director so appointed shall hold office only until the dissolution of the
Annual General Meeting of the Company next following such appointment unless he is
re-elected during such meeting, and he shall not retire by rotation at such meeting or be
taken into account in determining the rotation of retirement of Directors at such meeting.
 ALTERNATE DIRECTORS
 102.
    
    Appointment and revocation102.1
    
    Any Director may appoint (i) any other Director, or (ii) any other person who is approved by
the Board of Directors as hereinafter provided to be his alternate; and, every such alternate
shall (subject to his giving to the Company either an address within the United Kingdom or an
address (which shall include any number or address) for the purpose of Electronic
Communications at which notices may be served upon him) be entitled to receive notices of all
meetings of the Directors and of any committee of the Directors of which his appointor is a
member, and in the absence from the Board of the Director appointing him, to attend and vote
at meetings of the Directors, and to exercise all the powers, rights, duties and authorities
of the Director appointing him. Every appointment and removal of an alternate Director shall
be in writing signed by the appointor and (subject to any approval required) shall (unless the
Directors agree otherwise) only take effect upon receipt of such written appointment or
removal at the Office or at a meeting of the Directors or at some other address specified for
the purpose of Electronic Communications. Provided always that no appointment of a person
other than a Director shall be operative unless and until the approval of the Board of
Directors by a majority consisting of two-thirds of the whole Board shall have been given. A
Director may at any time revoke the appointment of an alternate appointed by him, and subject
to such approval as aforesaid where requisite appoint another person in his place, and if a
Director shall die or cease to hold the office of Director the appointment of his alternate
shall thereupon cease and determine, provided always that if any Director retires but is
re-elected at the meeting at which such retirement took effect, any appointment made by him
pursuant to this Article which was in force immediately prior to his retirement shall continue
to operate after his re-election as if he had not so retired. The appointment of an alternate
Director shall cease and determine on the happening of any event which, if he was a Director,
would render him legally disqualified from acting as a Director or if he has a receiving order
made against him or if he compounds with his creditors generally or if he becomes of unsound
mind. An alternate Director need not hold a share qualification and shall not be counted in
reckoning the maximum number of Directors allowed by the Articles of Association for the time
being. A Director or any other person may act as alternate Director to represent more than
one Director and an alternate Director shall be
 
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103.
    
    Alternate to be responsible for his own acts, etc. remuneration of alternateEvery person acting as an alternative Director shall be an officer of the Company and shall
alone be responsible to the Company for his own acts and defaults and he shall not be
deemed to be the agent of or for the Director appointing him. An Alternate Director shall
be entitled to contract and be interested in and benefit from contracts or arrangements or
transactions to the same extent as if he was a Director. The remuneration of any such
alternate Director shall be payable out of the remuneration payable to the Director
appointing him, and shall consist of such portion of the last-mentioned remuneration as
shall be agreed between the alternate and the Director appointing him.
 MANAGING AND EXECUTIVE DIRECTORS
 104.
    
    AppointmentThe Directors may from time to time appoint one or more of their body to be Managing
Director or Joint Managing Directors of the Company or to hold such other Executive Office
in relation to the management of the business of the Company as they may decide either for
a fixed term or without any limitation as to the period for which he is or they are to hold
such office, and may, from time to time (subject to the provisions of any service contract
between him and the Company and without prejudice to any claim for damages he may have for
breach of any such service contract), remove or dismiss him or them from such office and
appoint another or others in his or their place or places. Without prejudice to any claim
for damages such Director may have for beach of any service contract between him and the
Company, his appointment shall be automatically determined if he ceases from any cause to
be a Director.105.
    
    RemunerationThe salary or remuneration of any Managing Director or any Executive Director of the
Company shall, subject as provided in any contract, be such as the Directors may from time
to time determine, and may either be a fixed sum of money, or may altogether or in part be
governed by the business done or profits made, or may include the making of provisions for
the payment to him, his widow or other dependants, of a pension on retirement from the
office or employment to which he is appointed or for the participation in pension and life
assurance benefits, or may be upon such other terms as the Directors determine.106.
    
    PowersThe Directors may from time to time entrust to and confer upon a Managing Director or such
Executive Director for the time being such of the powers exercisable under these Articles
by the Directors, other than power to make calls or forfeit shares, as they may think fit,
and may confer such powers for such time, and to be exercised for such objects and
purposes, and upon such terms and conditions, and with such restrictions as they may think
expedient; and they may confer such powers either collaterally with or to the exclusion of
and in substitution for all or any of the powers of the Directors in that behalf and may
from time to time revoke, withdraw, alter or vary all or any of such powers.
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POWERS AND DUTIES OF DIRECTORS
 107.
    
    Directors to have entire superintendence and control of business of CompanyThe business of the Company shall be managed by the Directors who in addition to the powers
and authorities by these Articles or otherwise expressly conferred upon them may exercise
all such powers, and do all such acts and things as may be exercised or done by the
Company, and as are not by the Act or by these Articles required to be exercised or done by
the Company in General Meeting, subject nevertheless to such directions (being not
inconsistent with any regulations of these Articles or the provisions of the Act) as may be
given by the Company in General Meeting by special resolution. Provided that no direction
given by the Company in General Meeting shall invalidate any prior act of the Directors,
which would have been valid if such direction had not been given, and the provisions
contained in these Articles as to any specific power of the Directors shall not be deemed
to abridge the general powers hereby given.108.
    
    Powers to award pensionsThe Directors may exercise all the powers of the Company to give or award pensions,
annuities, gratuities or other retirement, superannuation, death or disability allowances
or benefits (whether or not similar to the foregoing) to (or to any person in respect of)
any persons who are or have at any time been Directors of or employed by or in the service
of the Company or of any body corporate which is or was a subsidiary undertaking or a
parent undertaking of the Company or another subsidiary undertaking of a parent undertaking
of the Company or otherwise associated with the Company or any such body corporate, or a
predecessor in business of the Company or any such body corporate, and to the wives,
widows, children and other relatives and dependants of any such persons and may establish,
maintain, support, subscribe to and contribute to all kinds of schemes, trusts and funds
(whether contributory or non-contributory) for the benefit of such persons as are
hereinbefore referred to or any of them or any class of them, and so that any Director or
former Director shall be entitled to receive and retain for his own benefit any such
pension, annuity, gratuity, allowance or other benefit (whether under any such trust, fund
or scheme or otherwise).109.
    
    InsuranceWithout prejudice to any other provisions of these Articles, the Directors may exercise all
the powers of the Company to purchase and maintain insurance for or for the benefit of any
persons who are or were at any time Directors, officers or employees of the Company, or of
any other body (whether or not incorporated) which is or was its parent undertaking or
subsidiary undertaking or another subsidiary undertaking of any such parent undertaking
(together Group Companies) or otherwise associated with the Company or any Group Company
or in which the Company or any such Group Company has or had any interest, whether direct
or indirect, or of any predecessor in business of any of the foregoing, or who are or were
at any time trustees of (or directors of trustees of) any pension, superannuation or
similar fund, trust or scheme or any employees share scheme or other scheme or arrangement
in which any employees of the Company or of any such other body are interested, including
(without prejudice to the generality of the foregoing) insurance against any costs,
charges, expenses, losses or liabilities suffered or incurred by such persons in respect of
any act or omission in the actual or purported execution and/or discharge of their duties
and/or the exercise or purported exercise of their powers and discretions and/or otherwise
in relation to or in connection with their duties, powers or offices in relation to the
Company or any such other body, fund, trust, scheme or arrangement.
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110.
    
    Directors interests110.1
    
    Subject to the provisions of the Statutes, a Director may hold any other office or place of
profit under the Company except that of Auditor in conjunction with the office of Director and
may act by himself or through his firm in a professional capacity to the Company, and in any
such case on such terms as to remuneration and otherwise as the Directors may arrange. Any
such remuneration shall be in addition to any remuneration provided for by any other Article.
Subject to the provisions of the Statutes, no Director or intending Director shall be
disqualified by his office from entering into any contract, arrangement, transaction or
proposal with the Company either in regard to any such other office or place of profit or as
vendor, purchaser or otherwise. No contract, arrangement, transaction or proposal entered
into by or on behalf of the Company in which any Director or person connected with him is in
any way interested, whether directly or indirectly, shall be avoided, nor shall any Director
who enters into any such contract, arrangement, transaction or proposal or who is so
interested be liable to account to the Company for any profit or other benefit realised by any
such contract, arrangement, transaction or proposal by reason of such Director holding that
office or of the fiduciary relation thereby established but the nature of his interest shall
be disclosed by him in accordance with the provisions of the Statutes.110.2
    
    Save as herein provided, a Director shall not vote in respect of any contract, arrangement,
transaction or any other proposal whatsoever in which he has any material interest otherwise
than by virtue of his interests in shares or debentures or securities of or otherwise in or
through the Company. A Director shall not be counted in the quorum at a meeting in relation
to any resolution on which he is debarred from voting.110.3
    
    A Director shall (in the absence of some other material interest than is indicated below) be
entitled to vote (and be counted in the quorum) in respect of any resolution concerning any of
the following matters, namely:
 (a)
    
    the giving of any guarantee, security or indemnity to him in respect of money
lent or obligations incurred by him or by any other person at the request of or for
the benefit of the Company or any of its subsidiary undertaking;(b)
    
    the giving of any guarantee, security or indemnity to a third party in
respect of a debt or obligation of the Company or any of its subsidiary undertakings
for which he himself has assumed responsibility in whole or in part under a guarantee
or indemnity or by the giving of security;(c)
    
    any proposal concerning an offer of share or debentures or other securities
of or by the Company or any of its subsidiary undertakings for subscription or
purchase in which offer he is or may be entitled to participate as a holder of
securities or in the underwriting or sub-underwriting of which he is to participate;(d)
    
    any contract, arrangement, transaction or other proposal concerning any other
body corporate in which he is interested, directly or indirectly and whether as an
officer or shareholder or otherwise howsoever provided that he is not the holder of or
beneficially interested in one per cent. or more of any class of the equity share
capital of such body corporate (or of a third company through which his interest is
derived) or of the voting rights available to members of the relevant body corporate
(any such interest being deemed for the purpose of this Article to be a material
interest in all circumstances);(e)
    
    any contract, arrangement, transaction or other proposal concerning the
adoption, modification or operation of a superannuation fund or retirement benefits
scheme under which he may benefit and which either relates to both employees and
Directors of the Company or has been approved by or is subject to and conditional upon
approval by the Board of Inland Revenue for taxation purposes and does not
 
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(f)
    
    any contract, arrangement, transaction or proposal concerning the adoption,
modification or operation of any scheme for enabling employees including full time
Executive Directors of the Company and/or any subsidiary undertaking to acquire shares
of the Company or any arrangement for the benefit of employees of the Company or any
of its subsidiaries under which the Director benefits in a similar manner to
employees; and(g)
    
    any contract, arrangement, transaction or other proposal concerning the
effecting, taking out or maintenance of any, or the variation of any terms relating to
any policies of insurance against any liability (as referred to in section 310(1) of
the Act) of any Director, Auditor or other officer of the Company or any subsidiary
undertaking of the Company as defined in section 736 of the Act.
 (i)
    
    A Director shall not vote or be counted in the quorum on any
resolution concerning his own appointment as the holder of any office or place
of profit with the Company or any company in which the Company is interested
including fixing and varying the terms of his appointment or the termination
hereof.(ii)
    
    Where proposals are under consideration concerning the
appointment (including fixing or varying the terms of appointment) of two or
more Directors to offices or employments with the Company or any body corporate
in which the Company is interested, such proposals may be divided and
considered in relation to each Director separately and in such cases each of
the Directors concerned if not debarred from voting under Article 110.3(d)
shall be entitled to vote (and be counted in the quorum) in respect of each
resolution except that concerning his own appointment.(iii)
    
    If any question shall arise at any meeting as to the
materiality of a Directors interest or as to the entitlement of any Director
to vote and such question if not resolved by his voluntarily agreeing to
abstain from voting, such question shall be referred to the Chairman of the
meeting and his ruling in relation to any other Director shall be final and
conclusive except in a case where the nature or extent of the interests of the
Director concerned have not been fully disclosed.(iv)
    
    The Company may by Ordinary Resolution suspend or relax the
provisions of this Article to any extent or ratify any transaction not duly
authorised by reason of a contravention of this Article.(v)
    
    For the purpose of this Article an interest of a person who is
for the purpose of the Act connected with a Director shall be treated as an
interest of the Director and in relation to an alternate an interest of his
appointor shall be treated as an interest of the alternate.
 111.
    
    Exercise of voting powersThe Directors may exercise or procure the exercise of the voting power conferred by the shares in any other body corporate held or owned by the Company or any power of appointment
in relation to any other body corporate, and may exercise any voting rights or power of
appointment to which they are entitled as directors of such other body corporate, in such
manner in all respects as they shall in their absolute discretion think fit, including the
exercise thereof in favour any resolution of appointing themselves or any of them as
directors or other officers or servants of such other body corporate, and fixing
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112.
    
    Directors may join board of other companiesA Director of the Company may continue to be or become a Director or other officer, servant
or member of any company promoted by the Company or in which it may be interested as a
vendor, shareholder, or otherwise, and no such Director shall be accountable for any
remuneration or other benefits derived as director or other officer, servant or member of
such company.113.
    
    Overseas branch registerThe Directors may exercise the powers conferred upon the Company by section 362 of the Act
with regard to the keeping of an Overseas Branch Register and the Directors may (subject to
the provisions of that section) make and vary such regulations as they may think fit
respecting the keeping of any such register.114.
    
    Information re close companiesThe Directors may at any time require any corporate Member to furnish any information,
supported (if the Directors so require) by a statutory declaration, which they may consider
necessary for the purpose of determining whether or not such Member is one to which Section
428 of or Schedule 19 to the Income and Corporation Taxes Act 1988 (or any statutory
modification or re-enactment thereof for the time being in force) applied.
 PRESIDENT
 115.
    
    PresidentThe Directors may from time to time appoint a President of the Company (who need not be a
Director of the Company) and may determine his duties and remuneration and the period for
which he is to hold office.
 LOCAL MANAGEMENT
 116.
    
    Local managementThe Directors may from time to time provide for the management and transaction of the
affairs of the Company in any specified locality, whether at home or abroad, in such manner
as they think fit, and the provisions contained in the three next following sub-clauses
shall be without prejudice to the general powers conferred by this Article.117.
    
    Local board delegationThe Directors from time to time, and at any time, may establish any Local Board or agencies
for managing any of the affairs of the Company in any such specified locality, and may
appoint any persons to be Members of such Local Board, or any managers or agents, and may
fix their remuneration. And the Directors from time to time, and at any time, may delegate
to any person so appointed any of the powers, authorities, and discretions for the time
being vested in the Directors, other than the power of making Calls, and may authorise the
Members for the time being of any such Local Board, or any of them, to fill up the
vacancies therein, and to act notwithstanding vacancies; and any such appointment or
delegation may be made on such terms and subject to such conditions as the Directors may
think fit, and the Directors may at any time remove any person so appointed, and may annul
or vary any such delegation.
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118.
    
    Powers of attorneyThe Directors may at any time and from time to time by power of attorney under the Seal of
the Company, appoint any person or persons to be the attorney or attorneys of the Company
for such purposes and with such powers, authorities and discretions (not exceeding those
vested in or exercisable by the Directors under these presents), and for such period and
subject to such conditions as the Directors may from time to time think fit; and any such
power of attorney may contain such provisions for the protection or convenience of persons
dealing with such attorney or attorneys as the Directors may think fit.119.
    
    Sub-delegationAny such delegates or attorneys as aforesaid may be authorised by the Directors to
sub-delegate all or any of the powers, authorities and discretions for the time being
vested in them.
 BORROWING POWERS
 120.
    
    Power to raise money120.1
    
    The Directors may exercise all the powers of the Company to borrow money and to mortgage or
charge its undertakings, property and uncalled capital, or any part thereof, and to issue
debentures. The Directors 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 (so far, as regards subsidiary undertakings, as by such
exercise they can secure) that the aggregate amount at any one time owing by the Group (being
the Company and its subsidiary undertakings for the time being) and for the time being owing
to persons outside the Group shall not at any time, without previous sanction of the Company
in General Meeting exceed a sum equal to three times the aggregate of:
 (a)
    
    the nominal capital of the Company for the time being issued and paid up; and(b)
    
    the amounts standing to the credit of the consolidated reserves of the Group
whether distributable or undistributable and including (without limitation) share
premium amount, capital redemption reserve and profit and loss account;all as shown in a consolidation of the then latest audited consolidated balance
sheet of the Group but after:
 (i)
    
    making such adjustments as may be appropriate in respect of any
variation in the issued and paid up share capital the share premium account and
the capital redemption reserve fund of the Company or merger reserve since the
date of its latest audited consolidated balance sheet and so that for this
purpose if any issue or proposed issue of shares for cash or otherwise has been
underwritten or otherwise agreed to be subscribed (for cash or otherwise) then,
at any time when the underwriting of such shares or other agreement as
aforesaid shall be unconditional, such shares shall be deemed to have been
issued and the amount (including any premium) payable (or which would be
credited as payable) in respect thereof (not being monies payable later than
six months after the date of allotment) shall be deemed to have been paid up to
the extent that the underwriters or other persons are liable therefore;(ii)
    
    excluding therefrom (i) any sums set aside for future taxation;
(ii) amounts attributable to outside Shareholders in subsidiary undertakings
and adding back an amount equal to amounts charged in respect of any deferred
tax liabilities and any deficit relating to pensions and other post
 
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(iii)
    
    deducting therefrom (i) an amount equal to any distribution by
the Company or any subsidiary undertaking out of profits earned prior to the
date of its latest audited balance sheet and which have been declared,
recommended or made since that date except so far as provided for in such
balance sheet, (ii) goodwill and other intangible assets and (iii) any debit
balances on profit and loss account; and(iv)
    
    making such adjustments (if any) as the Auditors may consider
appropriate.
 120.2
    
    For the purposes of this Article, moneys borrowed shall be deemed to include the following
except in so far as otherwise taken into account (together in each case with any fixed or
minimum premium payable on final redemption or repayment):
 (a)
    
    the nominal amount of any issued share capital and the principal amount of
any debentures or borrowed moneys, the beneficial interest whereof is not for the time
being owned by any of the Group or any body whether corporate or unincorporate and the
payment or repayment whereof is the subject of a guarantee or indemnity in any of the
Group;(b)
    
    the outstanding amount raised by acceptances by any bank or accepting house
under any acceptance credit opened on behalf of and in favour of the Group other than
acceptances relating to the purchase of goods in the ordinary course of trading and
outstanding for not more than 90 days;(c)
    
    the principal amount for the time being owing (other than to a member of the
Group) in respect of any loan capital, whether secured or unsecured, issued by a
member of the Group in whole or in part for cash or otherwise;(d)
    
    the principal amount of preference share capital of any subsidiary
undertaking of the Company owned otherwise than by other members of the Group; and(e)
    
    any fixed or minimum premium payable on final repayment of any borrowing or
deemed borrowing,
  (a)
    
    borrowings for the purposes of repaying the whole or any part (with or
without premium) of borrowings by any member of the Group for the time being
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(b)
    
    borrowings for the purpose of financing any contract in respect of which any
part of the price receivable by any of the Group is guaranteed or insured by the
Export Credits Guarantee Department of the Department of Trade or by any other
Governmental department fulfilling a similar function, to an amount not exceeding that
part of the price receivable thereunder which is so guaranteed or insured; and(c)
    
    the proportion of the excess outside borrowing of a partly owned subsidiary
undertaking which corresponds to the proportion of its equity share capital which is
not directly or indirectly attributable to the Company and so that, for this purpose,
the expression excess outside borrowing shall mean so much of the monies borrowed by
such partly owned subsidiary undertaking otherwise than from members of the Group as
exceeds the monies borrowed (if any) from and owing to it by other members of the
Group.
  120.3
    
    A Report by the Auditors as to the aggregate amount which may at any one time in accordance
with the provisions of Article 120.1 be owing by the Company and its subsidiaries without such
sanction as aforesaid shall be conclusive in favour of the Company and all persons dealing
with the Company.120.4
    
    When the aggregate amount of borrowings required to be taken into account for the purposes
of this Article on any particular day is being ascertained, any of such moneys denominated or
repayable in a currency other than sterling shall be converted for the purpose of calculating
the sterling equivalent either:
 (a)
    
    at the rate of exchange prevailing on that day in London provided that all
but not some only of such moneys shall be converted at the rate of exchange prevailing
in London six months before such day if thereby such aggregate amount would be less
(and so that for this purpose the rate of exchange shall be taken as the middle market
rate as at the close of business)or where the repayment of such moneys is expressly covered by a forward purchase
contract(b)
    
    at the rate of exchange specified therein
 120.5
    
    No debt incurred or security given in respect of moneys borrowed in excess of the limit
hereby imposed shall be invalid or ineffectual except in the case of express notice to the
lender or recipient of the security at the time when the debt was incurred or security given
that the limit hereby imposed had been or would thereby be exceeded.120.6
    
    A certificate or report by the Auditors as to the amount of the limit in Article 120.1 or
the aggregate amount of monies borrowed falling to be taken into account under Article 120.2
or to the effect that the limit imposed by this Article has not been or will not be exceeded
 
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120.7
    
    No lender or other person dealing with the Company or any of its subsidiary undertakings
shall be concerned to see or inquire whether the said limit is observed, and no debt incurred
or security given in excess of such limit shall be invalid or ineffectual, except in the case
of express notice to the lender or the recipient of the security at the time when the debt was
incurred or security given that the said limit has been or would thereby be exceeded.120.8
    
    In this Article subsidiary undertaking means a subsidiary undertaking of the Company which
is required by the Statutes to be included in consolidated group accounts.121.
    
    Mode of borrowing121.1
    
    The Directors may exercise all the powers of the Company to borrow or raise money upon or by
the issue or sale of any bonds, debentures, or securities, and upon such terms as to time of
repayment, rate of interest, price of issue or sale, payment of premium or bonus upon
redemption or repayment or otherwise as they may think proper, including a right for the
holders of bonds, debentures, or securities, to exchange the same for shares in the Company of
any class authorised to be issued.121.2
    
    Subject as aforesaid the Directors may secure or provide for the payment of any moneys to be
borrowed or raised by a mortgage of or charge upon all or any part of the undertaking or
property of the Company, both present and future, and upon any capital remaining unpaid upon
the shares of the Company whether called up or not, or by any other security, and the
Directors may confer upon any mortgagees or persons in whom any debenture or security is
vested, such rights and powers as they think necessary or expedient; and they may vest any
property of the Company in trustees for the purpose of securing any moneys borrowed or raised,
and confer upon the trustees or any receiver to be appointed by them or by any debenture
holder such rights and powers as the Directors may think necessary or expedient in relation to
the undertaking or property of the Company or the management or the realisation thereof or the
making, receiving, or enforcing of Calls upon the Members in respect of unpaid capital, and
otherwise, and make and issue debentures to trustees for the purpose of further security, and
any such trustees may be remunerated.122.
    
    Security for payment of moneysThe Directors may give security for the payment of any moneys payable by the Company in
like manner as for the payment of moneys borrowed or raised, but in such case the amount
shall for the purposes of the above limitation be reckoned as part of the money borrowed.123.
    
    Register of charges to be keptThe Directors shall keep a Register of Charges in accordance with the Act and the fee to be
paid by any person other than a creditor or Member of the Company for each inspection of
the Register of Charges to be kept under the Act shall be the sum of 5p.
 DISQUALIFICATION OF DIRECTORS
 124.
    
    Office of Director to be vacated124.1
    
    The office of a Director shall be vacated:
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(a)
    
    If he resignsIf not being a Managing Director or Executive Director holding office as such for a
fixed period he delivers to the Board or to the Secretary a notice of his
resignation of his office of Director;(b)
    
    Ceases to be a DirectorIf he ceases to be a Director by virtue of any provision of the Act or becomes
prohibited by law from being a Director;(c)
    
    Becomes bankruptIf he becomes bankrupt, or compounds with his creditors generally;(d)
    
    Suffers mental disorderIf an Order is made by any Court of competent jurisdiction on the ground of mental
disorder for his detention or for the appointment of a guardian or receiver or other
person to exercise powers with respect to this affairs; or(e)
    
    Fails to attend meetingsIf not having leave of absence from the Directors he or his alternate (if any) fail
to attend the meetings of the Directors for six successive months unless prevented
by illness, unavoidable accident or other cause which may seem to the Directors to
be sufficient and the Directors resolve that his office be vacated
 RETIREMENT, ELECTION AND APPOINTMENT OF DIRECTORS
 125.
    
    Rotation and retirement of DirectorsEach Director shall retire from office at the third annual general meeting after the annual
general meeting at which he was last elected. A retiring Director shall be eligible for
re-election. A Director retiring at a meeting shall retain office until the dissolution of
such meeting.126.
    
    Meeting to fill up vacanciesThe Company at any General Meeting at which any Directors retire in manner aforesaid, may
subject to any resolution reducing the number of Directors, fill up the vacated offices by
electing a like number of persons to be Directors and may fill up and other vacancies.127.
    
    Appointment of Directors to be voted upon individually127.1
    
    A resolution for the appointment of two or more persons as Directors by a single resolution
shall be void unless a resolution that it shall be so proposed has been first agreed to at the
meeting without any vote being given against it.127.2
    
    No person except a retiring Director shall be elected a Director (unless recommended by the
Directors for election) unless notice in writing shall be sent to the Secretary not more than
42 days and not less than seven days before the day of the meeting at which the election is to
take place, signed by a Member (other than the person to be proposed) duly qualified to attend
and vote at the meeting stating the name and address of the person who offers himself or is
proposed as a candidate, together with a notice in writing signed by such person of his
willingness to be elected.
 
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128.
    
    Power to General Meeting to increase or reduce the number of DirectorsThe Company in General Meeting may from time to time by Ordinary Resolution increase or
reduce the number of Directors and may by Ordinary Resolution appoint any person to be
Director either to fill a casual vacancy or as an additional Director.129.
    
    Power to remove Director by Ordinary ResolutionThe Company may by Ordinary Resolution, of which special notice has been given in
accordance with the provisions of the Statutes, remove any Director before the expiration
of his terms of office notwithstanding anything in these Articles or in any agreement
between the Company and such Director. Such removal shall be without prejudice to any
claim such Director may have for damages for breach of any contract of service between him
and the Company.130.
    
    Power to appoint Director in place of one removedThe Company may by Ordinary Resolution appoint another person in place of the Director
removed pursuant to the provisions of the Act or by Ordinary Resolution pursuant to Article
127, and the person so appointed shall hold office during such time only as the Director in
whose place he is appointed would have held the same if he had not been removed, but this
provision shall not prevent him from being eligible for re-election.131.
    
    No Director to retire on account of ageNo person shall be or become incapable of being appointed or re-elected a Director by
reason of his having attained the age of 70 or any other age, nor shall any special notice
be required in connection with the appointment, the approval of the appointment or
re-election of such person and no Director shall vacate his office at any time by reason of
the fact that he has attained the age of 70 or any other age.
 PROCEEDINGS OF DIRECTORS AND COMMITTEES
 132.
    
    Meetings of DirectorsThe Directors may meet together for the dispatch of business, adjourn and otherwise
regulate their meetings as they think fit, and determine the quorum necessary for the
transaction of business. Until otherwise determined two Directors shall constitute a
quorum. Questions arising at any meeting shall be determined by a majority of votes. In
case of an equality of votes, the Chairman shall have a second or casting vote. One
Director may, and the Secretary shall at the request of a Director, at any time summon a
meeting of the Directors. It shall not be necessary to give notice of a meeting of the
Directors to a Director who is not within the United Kingdom. Any Director may waive
notice of any meeting and any such waiver may be retrospective.133.
    
    Notice of Board MeetingsNotice of Board Meetings shall be given to all Directors and shall be deemed to be duly
given to a Director if it is given to him personally or by word of mouth or sent in writing
to him at his last known address or any other address given by him to the Company for this
purpose. A Director absent or intending to be absent from the United Kingdom may request
the Board that notices of Board Meetings shall during his absence be sent in writing to him
at his last known address or any other address given by him to the Company for this
purpose, whether or not out of the United Kingdom. In this Article references to in
writing include the use of Electronic Communications delivered to an address which has
been specified by a Director for the purpose of his receiving notices of board meetings by
means of Electronic Communications and subject to such terms and conditions, if any, as the
Directors may decide.
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134.
    
    Chairman of BoardThe Directors may elect a Chairman or Joint Chairman and one or more Deputy Chairman of
their meetings (which may also be an Executive Office in relation to the management or the
business of the Company) and determine the period for which he is or they are to hold
office, but if no such Chairman or Deputy Chairman is elected, or if at any meeting neither
the Chairman nor a Deputy Chairman is present at the time appointed for holding the same,
the Directors present shall choose some one of their number to be Chairman of such
meeting.135.
    
    Board may act if quorum present135.1
    
    A duly convened meeting of the Directors for the time being at which a quorum is present
shall be competent to exercise all or any of the authorities, powers, and discretions by or
under these Articles for the time being vested in or exercisable by the Directors generally.135.2
    
    All or any of the Directors or of the members of any committee of the Directors may
participate in a meeting of the Directors or that committee by means of a conference telephone
or any communication equipment which allows all persons participating in the meeting to hear
and speak to each other. A person so participating shall be deemed to be present in person at
the meeting and shall be entitled to vote or be counted in a quorum accordingly. Such a
meeting shall be deemed to take place where the largest group of those participating is
assembled or, if there is no such group, where the Chairman of the meeting then is.136.
    
    Resolution in writingA resolution in writing signed by all the Directors for the time being entitled to receive
notice of a meeting of the Directors or by all the members of a committee for the time
being shall be as valid and effective for all purposes as a resolution of those Directors
passed at a meeting duly convened and held, and may consist of two or more documents in the
like form each signed by one or more of the Directors or members of such committee. Such a
resolution in writing need not be signed by an alternate Director if it is signed by the
Director who appointed him.137.
    
    Directors may appoint committeesThe Directors may delegate any of their powers or discretions (including without prejudice
to the generality of the foregoing all powers and discretions whose exercise involves or
may involve any payment to or the conferring of any other benefit on all or any of the
Directors) to committees consisting of one or more members of their body and (if thought
fit) one or more other persons co-opted as hereinafter provided. Insofar as any such power
or discretion is delegated to a committee any reference in these Articles to the exercise
by the Directors of such power or discretion shall be read and construed as if it were a
reference to the exercise of such power or discretion by such committee. Any committee so
formed shall in the exercise of the powers delegated to them and in the transaction of
business, conform to any mode of proceedings and regulations which may be prescribed by the
Directors, and subject thereto may regulate their proceedings in the same manner as the
Directors do. Any such regulations may provide for or authorise the co-option to the
committee of persons other than Directors and for such co-opted members to have voting
rights as members of the committee.138.
    
    Minutes of proceedings138.1
    
    The Directors shall cause minutes to be made of the following matters, namely:
 (a)
    
    of all appointments of officers and Committees made by the Directors, and of
their salary or remuneration;
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(b)
    
    of the names of the Directors present at every meeting of the Board or of
Committees of Directors, and all business transacted at such meetings; and(c)
    
    of all orders, resolutions and proceedings of all meetings of the Company of
the holders of any class of shares in the Company and of the Directors and Committees
of Directors.
 138.2
    
    It shall not be necessary for Directors present at any meeting of Directors or committee of
Directors to sign their names in the minute book or other book kept for recording attendance.
Any such minute as aforesaid, if purporting to be signed by the Chairman of the meeting at
which the proceedings were held, or by the Chairman of the next succeeding meeting shall be
receivable as prima facie evidence of the matters stated in such minutes without any further
proof.139.
    
    Defective appointment of Directors not to invalidate their actsAll acts done by a meeting of the Directors, or of a Committee, or by any person acting as
a Director, shall, notwithstanding that it be afterwards discovered that there was some
defect in the appointment of any person or persons acting as aforesaid, or that they or any
of them were or was disqualified from holding office or not entitled to vote, or had in any
way vacated their or his office be as valid as if every such person had been duly
appointed, and were duly qualified and had continued to be a Director.
 SECRETARY
 140.
    
    SecretaryThe Secretary shall be appointed by the Directors for such a term, at such remuneration and
upon such conditions as they think fit and any Secretary may be removed by them.
 RESERVES, DIVIDENDS AND MISCELLANEOUS RESERVES
 141.
    
    Reserves out of profitsThe Directors may before recommending any dividends whether preferential or otherwise carry
to reserve out of the profits of the Company such sums as they think proper. All sums
standing to reserve may be applied from time to time in the discretion of the Directors for
the meeting depreciation or contingencies or for special dividends or bonuses or for
equalising dividends or for repairing, improving or maintaining any of the property of the
Company or for such other purposes as the Directors may think conducive to the objects of
the Company or any of them and pending such application may at the like discretion either
be employed in the business of the Company or be invested in such investments as the
Directors think fit. The Directors may divide the reserve into such special funds as they
think fit, and may consolidate into one fund any special funds or any parts of any special
funds into which the reserve may have been divided as they think fit. Any sum which the
Directors may carry to reserve out of the unrealised profits of the Company shall not be
mixed with any reserve to which the profits available for distribution have been carried.
The Directors may also without placing the same to reserve carry forward any profits which
they may think it not prudent to divide.
 DIVIDENDS AND OTHER PAYMENTS
 142.
    
    Declaration of dividendsSubject as hereinafter provided the Company in General Meeting may declare a dividend to be
paid to the Members according to their respective rights and interests in the profits, but
no larger dividend shall be declared than is recommended by the Directors.
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143.
    
    Dividends not to bear interestNo dividend or other moneys payable by the Company shall bear interest as against the
Company.144.
    
    Power to declare a scrip dividendSubject to authority for the exercise of the powers contained in this Article having been
conferred by Ordinary Resolution of the Company (which Ordinary Resolution may specify a
particular dividend, or may specify all or any dividends declared within a specified
period, but such period may not end later than the beginning of the Annual General Meeting
next following the date of the Meeting at which such Resolution is passed) and provided
that an adequate number of unissued shares is available for the purpose, the Directors may,
in respect of any dividend declared or to be declared and whether by the Directors or by
the Company in General Meeting, determine and announce contemporaneously with or subsequent
to any announcement of the dividend in question and any related information as to the
Companys profits for such financial period or part thereof, that holders of shares to whom
Article 151 does not apply, will be entitled, subject (save for holders to whom Article 150
applies or who have no registered or other address in the United Kingdom) in the case of
any holder of shares who has no registered or other address in the United Kingdom for the
giving of notice, to any foreign enactment or regulation, to elect in lieu of such dividend
(either wholly or in part as the Directors shall determine) to receive an allotment of
additional shares credited as fully paid up. In any such case the following shall apply:
 (a)
    
    the basis of allotment shall be determined by the Directors so that as nearly
as may be considered convenient the value of the additional shares (including any
fractional entitlement) to be allotted in lieu of any dividend shall equal the amount
of the dividend. The value of the additional shares shall be the average of business
done on The Unlisted Securities Market (as shown in the Financial Services Authority
Daily Official List) or (if appropriate) the average of the middle market quotations
on the Daily Official List of the Financial Services Authority in either case on each
of the first five business days on which the relevant shares are dealt in or quoted ex
the relevant dividend;(b)
    
    after determination of the basis of allotment the Directors shall give notice
in writing to the holders of shares of the right of election offered to them and shall
send with or following such notice forms of election which specify the procedure to be
followed and the place at which and the latest date and time by which duly completed
forms of election must be lodged in order to be effective;(c)
    
    the dividend (or that part of the dividend in respect of which an election to
receive additional shares shall be effective) shall not be payable on shares in
respect whereof the election to receive additional shares shall be effective (the
elected shares) and in lieu thereof additional shares shall be allotted to the
holders of the elected shares on the basis of allotment determined as aforesaid and
for such purpose the Directors shall capitalise out of the sums standing to the credit
of any reserve of the Company (including any share premium account or capital
redemption reserve) or profit and loss account as the Directors may determine a sum
equal to the aggregate nominal amount of the additional shares to be allotted and
apply the same in paying up in full the appropriate number of unissued shares for
allotment and distribution to and amongst the holder of the elected shares on such
basis. The additional shares so allotted shall rank pari passu in all respects with
the fully paid shares of the same class then in issue save only as regards
participation in the relevant dividend (or share election in lieu);(d)
    
    the Directors may do all acts and things considered necessary or expedient to
give effect to any such capitalisation with full power to the Directors to make such
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provisions as they think fit for the case of shares becoming distributable in
fraction, including any provision whereby in whole or in part fractional
entitlements are disregarded or rounded up or down or the benefit of fractional
entitlements accrue to the Company rather than to the holders of the elected shares;
 (e)
    
    the Directors may authorise any person on behalf of all members interested to
enter into an agreement with the Company providing for such capitalisation and matters
incidental thereto and any agreement made under such authority shall be effective and
binding on all concerned; and(f)
    
    the provisions of these Articles shall take effect subject to the provision
of this Article and shall be construed as one with this Article.
 145.
    
    Dividends: how payableSubject to the Statutes, and rights of persons, if any, entitled to shares with any
priority, preference or special rights as to dividend, all dividends shall be declared and
paid according to the amounts paid up on the shares in respect whereof the dividend is
paid, but no amount paid up on a share in advance of Calls shall be treated for the purpose
of this Article as paid up on the share. Subject as aforesaid 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 carries any particular rights as to dividend such share shall rank for dividend
accordingly.146.
    
    Dividends to joint holdersIn case several persons are registered as joint holders of any share any one of such
persons may give effectual receipts for all dividends and payments on account of dividends
in respect of such share.147.
    
    Interim dividendsThe Directors may from time to time declare and pay an interim dividend to the Members.148.
    
    Dividends payableNo dividend or interim dividend shall be payable except in accordance with the provisions
of the Act. If the Directors act in good faith, they shall not incur any liability to the
holders of shares conferring preferred rights for any loss they may suffer in consequence
of the payment of an interim dividend on any shares having non-preferred or deferred
rights.149.
    
    Unclaimed dividendsAll dividends, interest or other sums payable unclaimed for one year after having been
declared may be invested or otherwise made use of by the Directors for the benefit of the
Company until claimed. All dividends unclaimed for a period of 12 years after having been
declared shall be forfeited and shall revert to the Company. The payment of any unclaimed
dividend, interest or other sum payable by the Company on or in respect of any share into a
separate account shall not constitute the Company a trustee thereof.150.
    
    To whom dividends belongAny resolution declaring a dividend on shares of any class, whether a resolution of the
Company in General Meeting or a resolution of the Directors, may specify that the same
shall be payable to the person registered as the holders of such shares at the close of
business on a particular date, notwithstanding that it may be a date prior to that on which
the resolution is passed, and thereupon the dividend shall be payable to them in accordance
with their respective holdings so registered, but without prejudice to the rights inter se
of transferors and transferees of any such shares in respect of such dividend.
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151.
    
    Calls or debts may be deducted from dividendsThe Directors may deduct from any dividend or other moneys payable to any member on or in
respect of a share all such sums as may be due from him to the Company on account of Calls
or otherwise in relation to such shares of the Company.152.
    
    WaiverThe waiver in whole or in part of any dividend on any share by any document (whether or not
under seal) shall be effective only if such document is signed by the shareholder (or the
person entitled to the share in consequence of the death or bankruptcy of the holder or
otherwise by operation of law) and delivered to the Company and if or to the extent that
the same is accepted as such or acted upon by the Company153.
    
    Method of payment153.1
    
    The Company may pay any dividend interest other sum payable in cash or by direct debit,
bank or other funds transfer system (subject always, in respect of shares in uncertificated
form, to the facilities and requirements of the relevant system concerned, where payment is to
be made by means of such system), cheque, dividend warrant or money order and may render the
same by post to the Members or persons entitled thereto, and in the case of joint holders or
of two or more persons entitled thereto, to the registered address of the person whose name
stands first in the Register, or to such person and to such address as the holder or joint
holders or person or persons may in writing direct, and the Company shall not be responsible
for any loss of any such cheque, warrant or order nor for any loss in the course of any such
transfer or where it has acted on any such directions. Every such cheque, warrant or order
shall be made payable to, or to the order of, the person to whom it is sent, or to, or to the
order of, such person as the holder or joint holders or person or persons entitled may in
writing direct, and the payment of such cheques, warrant or order or the collection of funds
from or transfer of funds by a bank in accordance with such direct debit or bank or other
funds transfer or, in respect of shares in uncertificated form, the making of payment by means
of the relevant system concerned, shall be a good discharge to the Company. Any one of two or
more joint holders of any share, or any one of two or more persons entitled jointly to a share
in consequence of the death or bankruptcy of the holder or otherwise by operation of law, may
give effectual receipts for any dividends or other monies payable or property distributable on
or in respect of the share.153.2
    
    All dividends and other distributions shall be paid (subject to any lien of the Company) to
those Members whose names shall be on the Register at the date at which such dividend shall be
declared or at such other time and/or date as the Company by ordinary resolution or the
Directors may determine.154.
    
    Payment of dividends in specieAny General Meeting declaring a dividend may direct payment of such dividend wholly or in
part by the distribution of specific assets and in particular of paid-up shares or
debentures of any other company, and the Directors shall give effect to any such direction
provided that no such distribution shall be made unless recommended by the Directors.
Where any difficulty arises in regard to the distribution, the Directors may settle the
same as they think expedient, and in particular may issue fractional certificates, and may
fix the value for distribution of such specific assets or any part thereof, and may
determine that cash payments may be made to any Members upon the footing of the value so
fixed, in order to adjust the rights of all parties, and may vest any such assets in
trustees upon trust for the persons entitled to the dividend as may seem expedient to the
Directors.
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CAPITALISATION OF PROFITS
 155.
    
    Capitalisation of profits, etc155.1
    
    The Directors may with the authority of an Ordinary Resolution of the Company:
 (a)
    
    subject as hereinafter provided, resolve to capitalise any undistributed
profits of the Company (whether or not the same are available for distribution and
including profits standing to any reserve) or, any sum standing to the credit of the
Companys share premium account or capital redemption reserve funds;(b)
    
    appropriate the profits or sum resolved to be capitalised to the Members in
proportion to the nominal amount of Ordinary Shares (whether or not fully paid) held
by them respectively (including for this purpose, any shares in the Company held as
treasury shares, as if the restriction on payment of dividends in the Statutes did not
apply), and apply such profits or sum on their behalf, either in or towards paying up
the amounts, if any, for the time being unpaid on any shares held by such Members
respectively, or in paying up in full unissued shares or debentures of the Company of
a nominal amount equal to such profits or sum, and allot and distribute such shares or
debentures credited as fully paid up, to and amongst such Members, or as they may
direct, in the proportion aforesaid, or partly in one way and partly in the other:
provided that the share premium account and the capital redemption reserve fund and
any such profits which are not available for distribution may, for the purposes of
this Article, only be applied in the paying up of unissued shares to be issued to
Members credited as fully paid; and provided that in the case where any such is
applied in paying amounts for the time being unpaid on any shares of the Company or in
paying up in full debentures of the Company the amount of the net assets of the
Company at that time is not less than the aggregate of the called up share capital of
the Company and its undistributable reserves and would not be reduced below that
aggregate by the payment thereof as shown in the latest audited accounts of the
Company or such other accounts as may be relevant;(c)
    
    resolve that any shares allotted under this Article to any Member in respect
of a holding by him of any partly paid Ordinary Shares shall so long as such Ordinary
Shares remain partly paid rank for dividends only to the extent that such partly paid
Ordinary Shares rank for dividend;(d)
    
    make such provisions by the issue of fractional certificates or by payment in
cash or otherwise as the Directors think fit for the case of shares or debentures
becoming distributable under this Article in fractions;(e)
    
    authorise any person to enter on behalf of all the Members concerned into any
agreement with the Company providing for the allotment to them respectively, credited
as fully paid up, of any shares or debentures to which they may be entitled upon such
capitalisation (any agreement made under such authority being thereupon effective and
binding on all such Members); and(f)
    
    generally do all acts and things required to give effect to such resolution
as aforesaid.
 RECORD DATES
 156.
    
    Record datesNotwithstanding any other provision of these Articles the Company or the Board may fix any
date as the record date for any dividend, distribution, allotment or issue and such record
date may be on or at any time before any date on which such dividend,
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distribution, allotment or issue is paid or made and on or at any time before or after any
date on which such dividend, distribution, allotment or issue is declared.
 ACCOUNTS
 157.
    
    Accounting records to be keptThe Directors shall cause accounting records to be kept in accordance with the provisions
of the Statutes.158.
    
    Location of accounting recordsThe accounting records shall be kept at the Office or, subject to the provisions of the
Statutes, at such other place or places as the Directors think fit.159.
    
    Inspection of accounting recordsThe accounting records shall always be open to the inspection of the officers of the
Company.160.
    
    Inspection of accounts and books and register of membersThe Directors shall from time to time determine whether and to what extent and at what time
and places, and under what conditions or regulations the accounting records of the Company,
or any of them, shall be open to the inspection of the Members, and no Member shall have
any right of inspecting any accounting record or other document of the Company, except as
conferred by statute or authorised by the Directors or by the Company in General Meeting.
The Register shall be open for inspection by any Member or other person entitled to inspect
the same, and any person other than a Member inspecting the same shall pay a fee of 5p.161.
    
    Copy to be sent to members161.1
    
    A printed copy of every profit and loss account and balance sheet, including all documents
required by law to be annexed to the balance sheet which is to be laid before the Company in
General Meeting, together with copies of the Directors and the Auditors reports shall not
less than 21 clear days before the date of the meeting be sent to every Member (whether he is
or is not entitled to receive notices of General Meetings of the Company) and every holder of
debentures of the Company (whether he is or is not so entitled) and the Auditors and all other
persons being persons so entitled, and the requisite number of copies of these documents shall
at the same time be forwarded to the appropriate department of The Stock Exchange.161.2
    
    Where permitted by the statutes, any document or copy referred to in this Article may be
sent by using Electronic Communication.
 SEALS
 162.
    
    Provision for sealsThe Directors shall provide a Common Seal for the Company and shall have power from time to
time to destroy the same and to substitute a new seal in lieu thereof.163.
    
    Official SealThe Directors may exercise the powers conferred on the Company by Section 40 of the Act
with regard to having an Official Seal solely for sealing documents creating or evidencing
securities of the Company. Any such documents to which such Official Seal is affixed need
not be signed by any person.
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164.
    
    Safe custody how affixed164.1
    
    The Directors shall provide for the safe custody of every seal of the Company. The Common
Seal shall never be affixed to any document except by the authority of a resolution of the
Directors or of a committee of the Directors authorised by the Directors in that behalf and
the authority so granted may be of a general nature and need not apply only to specific
documents or transactions. Every instrument to which either shall be affixed shall be signed
autographically by one Director and the Secretary or by two Directors, save that as regards
any certificates for shares or debentures or other securities of the Company the Directors may
by resolution determine that such signatures or either of them shall be dispensed with or
affixed by some method or system of mechanical or electronic means.164.2
    
    Where the Statutes so permit, any instrument signed by one Director and the Secretary or by
two Directors and expressed to be executed by the Company shall have the same effect as if
executed under the Seal, provided that no instrument shall be so signed which makes it clear
on its face that it is intended by the person or persons making it to be a deed without the
authority of the Directors or of a committee authorised by the Directors in that behalf. The
Directors may by resolution determine that such signatures or either of them shall be affixed
by some method or system of mechanical or electronic means.165.
    
    Official seal for use abroadThe Company may exercise the powers conferred by Section 39 of the Act with regard to
having an official seal for use abroad, and such powers shall be vested in the Directors.
 BILLS, NOTES, CHEQUES AND RECEIPTS
 166.
    
    Signature of negotiable instrumentsThe Directors may draw, make, accept, or endorse, or authorise any other person or persons
to draw, make, accept, or endorse any cheques, bills of exchange, promissory notes or other
negotiable instruments, provided that every cheque, bill of exchange, promissory note or
other negotiable instrument drawn, made or accepted shall be signed by such persons or
person as the Directors may appoint for the purpose.
 AUDITORS
 167.
    
    Appointment of AuditorsAuditors shall be appointed and their duties regulated in accordance with the provisions of
the Statutes.
 NOTICES
 168.
    
    Service of notice on MembersA notice or other document (including a share certificate) may be given by the Company to
any Member either:
 (a)
    
    personally; or(b)
    
    by sending it by post addressed to him at his registered address, or (if he
has no registered address within the United Kingdom) to the address, if any, within
the United Kingdom supplied by him to the Company for the giving of notice to him; or(c)
    
    by sending it using Electronic Communication to an address for the time being
notified for that purpose to the Company by that member in a manner specified by the
Directors or as otherwise permitted by the Statutes.
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169.
    
    When registered address not in the United Kingdom169.1
    
    Members whose registered address shall not be in the United Kingdom, and who shall not have
given to the Company an address for service of notices in the United Kingdom, shall not be
entitled to receive any notices whatsoever, but the Directors may, if they think proper,
serve any notice upon such Member in manner above mentioned.169.2
    
    Notwithstanding anything in these Articles to the contrary but subject to the Statutes, no
Member shall be entitled to be sent any notice or other document from the Company by
Electronic Communication unless the Directors are satisfied (for which purpose the Directors
may require such evidence or confirmations, if any, as they shall in their discretion think
fit) that the sending or receipt of any such notice or other document would not contravene any
laws or regulation or any country in which the notice or other document is or could be deemed
to be sent or received.170.
    
    Evidence of service170.1
    
    A notice or other document addressed to a Member at his registered address or address for
service in the United Kingdom shall, if served by post, be deemed to have been served at the
latest within 24 hours if prepaid as first class and at the latest 72 hours if prepaid as
second class, after the same shall have been posted, and in proving such service it shall be
sufficient to prove that the notice or document was properly addressed and duly posted.170.2
    
    Where a notice or other document is sent by Electronic Communication, service of the notice
or other document shall be deemed to be effected by sending it using Electronic Communication
to an address for the time being notified to the Company for that purpose, and to have been
effected at the latest within 24 hours after the time it was sent. In proving such service it
shall be sufficient to prove that the notice or other document was sent in accordance with
guidance from time to time issued by the Institute of Chartered Secretaries and
Administrators.171.
    
    Notice to joint holdersAll notices directed to be given to the Members shall, with respect to any share to which
persons are jointly entitled, be given to whichever of such persons is named first in the
Register, and notice so given shall be sufficient notice to all the holders of such share.172.
    
    Notice in case of deathService of notice at the registered address or the address for service in the United
Kingdom of any person whose name remains registered as the holder or joint holder of any
share, shall notwithstanding the death of such person and whether or not the Company have
notice of his decease be deemed to be sufficient notice to his executors or administrators,
and to the survivor or survivors of the joint holders, and to all other persons entitled to
such share.173.
    
    When alternative to notice by post permittedIf at any time by reason of the suspension or any curtailment of postal services in the
United Kingdom or of means of Electronic Communication, the Company is unable in the
opinion of the Directors effectively to convene a General Meeting by notices sent through
the post, or (in the case of those Members in respect of whom an address has for the time
being been notified to the Company, in a manner specified by the Directors, for the purpose
of giving notices by Electronic Communication) by Electronic Communication, a General
Meeting may be convened by a notice advertised in at least one national newspaper and such
notice shall be deemed to have been duly served on all Members and other persons entitled
thereto at noon on the day when the advertisement has appeared. In any such case the
Company shall send confirmatory copies of the notice by post or (as
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174.
    
    Other noticesAny notice required to be given by the Company to the members or any of them and not
provided for by or pursuant to the Articles or the Statutes shall be sufficiently given by
an advertisement inserted once in two Daily Newspapers one published in London and the
other in Birmingham.175.
    
    Service of notice on persons entitled by transmissionA notice or other document may be given by the Company to the persons entitled to a share
in consequence of the death or bankruptcy of a Member or otherwise by operation of law by
sending it through the post in a prepaid letter, or by sending it using Electronic
Communication as hereinafter mentioned, in each case addressed to them by name, or by the
title of representatives of the deceased, or trustee of the bankrupt, or by any like
description, to (in the case of a notice or other document being sent through the post) the
address, if any, within the United Kingdom supplied for the purpose by the persons claiming
to be so entitled or (in the case of a notice or other document being sent by using
Electronic Communication) to an address for the time being notified for that purpose by
such persons to the Company, in a manner specified by the Company, by those persons or as
otherwise permitted by the Statutes, or (until such an address has been so supplied or
notified) by giving the notice or other document in any manner in which the same might have
been given if the death or bankruptcy or other event had not occurred.
 ELECTRONIC COMMUNICATION
 176.
    
    Electronic CommunicationNotwithstanding anything in these Articles to the contrary, but subject to the Statutes:
 (a)
    
    any notice or other document to be given or sent to any person by the Company
is also to be treated as given or sent where:
 (i)
    
    the Company and that person have agreed that any notice or
other document required to be given or sent to that person may instead be
accessed by him on a web site;(ii)
    
    the meeting (in the case of a notice of meeting) or other
document (in any other case) is one to which that agreement applies;(iii)
    
    that person is notified, in a manner for the time being agreed
between him and the Company, of the publication of the notice or (as the case
may be) other document on a web site, the address of that web site and the
place on that web site where the notice or (as the case may be) other document
may be accessed and how it may be accessed; and(iv)
    
    in the case of a notice of meeting, such notice is published in
accordance with Article 176(b) below and the notification referred to in (iii)
above shall state that it concerns a notice of a company meeting served in
accordance with the Act; shall specify the place, date and time of the meeting;
and shall state whether the meeting is to be an annual or extraordinary
meeting; and(v)
    
    in the case of a document referred to in section 238 of the
Act, and in the case of a document comprising a summary financial statement
referred to in section 251 of the Act, such document is published in accordance
with Article 196(b) below;
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(b)
    
    where a notice of meeting or other document is required by Article 176(a)(iv)
above to be published in accordance with this Article it shall be treated as so
published only if:
 (i)
    
    in the case of a notice of meeting, the notice is published on
the website throughout the period beginning with the giving of the notification
referred to in Article 176(a)(iii) above and ending with the conclusion of the
relevant meeting; and(ii)
    
    in the case of a document referred to in Article 176(a)(v)
above, the document is published on the website throughout the period beginning
at least 21 days before the date of the relevant meeting and ending with the
conclusion of the meeting and the notification referred to in Article
176(a)(iii) above is given not less than 21 days before the date of the
meeting,
 but so that nothing in this Article shall invalidate the proceedings of the meeting
where the notice or other document is published for a part, but not all, of the
period mentioned in (a) or, as the case may be, (b) of this Article and the failure
to publish the notice or other document throughout that period is wholly
attributable to circumstances which it would not be reasonable to have expected the
Company to prevent or avoid; and(c)
    
    the Directors may from time to time make such arrangements or regulations and
establish such procedures (if any) as they may from time to time in their absolute
discretion think fit in relation to the giving of notices or other documents by
Electronic Communication by or to the Company and otherwise for the purpose of
implementing and/or supplementing the provisions of these Articles and the Statutes in
relation to Electronic Communication; and such arrangements and regulations and
procedures (as the case may be) shall have effect as if set out in this Article.
 UNTRACED SHAREHOLDERS
 177.
    
    Untraced shareholdersThe Company shall be entitled to sell at the best price reasonably obtainable any share or
stock of a Member or any share or stock to which a person is entitled by transmission if
and provided that:
 (a)
    
    for a period of 12 years no cheque or warrant sent by the Company through the
post in a pre-paid letter addressed to the Member or to the person entitled by
transmission to the share or stock at his address on the Register or other the last
known address given by the Member or the person entitled by transmission to which
cheques and warrants are to be sent has been cashed and no communication has been
received by the Company from the Member or the person entitled by transmission
provided that in any such period of 12 years the Company has paid at least three
dividends whether interim or final and no such dividend has been claimed; and(b)
    
    the Company has at the expiration of the said period of 12 years by
advertisement in both a leading London daily newspaper and in a newspaper circulating
in the area in which the address referred to in paragraph 177(a) of this Article is
located given notice of its intention to sell such share or stock; and
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(c)
    
    the Company has not during the further period of three months after the date
of the advertisement and prior to the exercise of the power of sale received any
communication from the Member or person entitled by transmission; and(d)
    
    if the shares are admitted to the Official List of the Financial Services
Authority or dealt in on the London Stock Exchange , the Company has first given
notice to a Regulatory Information Service (as defined in the Financial Services
Authority Listing Rules) of its intention to sell such shares or stock.(e)
    
    To give effect to any such sale the Company may appoint any person to execute
as transferor an instrument of transfer of such share or stock and such instrument of
transfer shall be as effective as if it had been executed by the registered holder of
or person entitled by the transmission to such share or stock. The transferee shall
not be bound to see to the application of the purchase monies and the title The
Company shall account to the Member or other person entitled to such share or stock
for the net proceeds of such sale by carrying all monies in respect thereof to a
separate account which shall be a permanent debt of the Company and the Company shall
be deemed to be a debtor and not a trustee in respect thereof for such Member or other
person. Monies carried to such separate account may either be employed in the
business of the Company or invested in such investments (other than shares of the
Company or its holding company if any) as the Directors may from time to time think
fit.
 178.
    
    Power to sell further sharesIf, during any 12 year period or three month period referred to in Articles 177(a) and
177(b) of the preceding Article, further shares have been issued in respect of those held
at the beginning of such 12 year period or of any subsequently issued during such periods
and all the other requirements of such Article have been satisfied in respect of the
further shares, the Company may also sell such further shares.179.
    
    Authority to cease sending chequesIf either (i) on two consecutive occasions cheques, warrants or orders in payment of
dividends or other monies payable in respect of any share have been sent through the post
or otherwise in accordance with the provisions of these Articles but have been returned
undelivered or left uncashed during the periods for which the same are valid or any
transfer by bank or other funds transfer system has not been satisfied; or (ii) following
one such occasion reasonable enquiries have failed to establish any new address of the
registered holder; the Company need not thereafter despatch further cheques, warrants or
orders and need not thereafter transfer any sum (as the case may be) in payment of
dividends or other monies payable in respect of the share in question until the Member or
other person entitled thereto shall have communicated with the Company and supplied in
writing to the Office an address for the purpose.
 DESTRUCTION OF DOCUMENTS
 180.
    
    Destruction of documentsThe Company may destroy:
 (a)
    
    any share certificate which has been cancelled at any time after the expiry
of one year from the date of such cancellation;(b)
    
    any dividend mandate or any variation or cancellation thereof or any
notification of change of name or address (which shall include, in relation to
Electronic Communications, any number or address used for the purposes of such
communications), at any time after the expiry of two years from the date such mandate
variation cancellation or notification was recorded by the Company;
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(c)
    
    any instrument of transfer of shares (which phrase, together with references
to documents, shall for the purpose of this Article include electronically generated
or stored communications in relation to the transfer of uncertficated shares and any
electronic or tangible copies of the same) which has been registered at any time after
the expiry of six years from the date of registration; and(d)
    
    any other document on the basis of which any entry in the Register is made at
any time after the expiry of six years from the date an entry in the Register was
first made in respect of it;(e)
    
    and it shall conclusively be presumed in favour of the Company that every
share certificate so destroyed was a valid certificate duly and properly sealed and
that every instrument of transfer so destroyed was a valid and effective instrument
duly and properly registered and that every other document destroyed hereunder was a
valid and effective document in accordance with the recorded particulars thereof in
the books or records of the Company Provided Always that:
 (i)
    
    the foregoing provisions of this Article should apply only to
the destruction of a document in good faith and without express notice to the
Company that the preservation of such document was relevant to a claim
(regardless of the parties thereto);(ii)
    
    nothing contained in this Article shall be construed as
imposing upon the Company any liability in respect of the destruction of any
such document earlier than as aforesaid or in any case where the conditions of
proviso (a) above are not fulfilled;(iii)
    
    references in this Article to instruments of transfer shall
include, in relation to uncertificated shares, instructions and/or
notifications made in accordance with the relevant system concerned relating to
the transfer of such shares;(iv)
    
    references in this Article to the destruction of any document
include references to its disposal in any manner;(v)
    
    in relation to uncertificated shares, the provisions of this
Article shall apply only to the extent the same are consistent with the
Regulations.
 DIVISION OF ASSETS IN SPECIE
 181.
    
    Division in specieThe liquidator on any winding-up of the Company (whether voluntary or under supervision or
compulsory) may with the authority of an Extraordinary Resolution, divide among the members
in kind the whole or any part of the assets of the Company and whether not the assets shall
consist of property of one kind, or shall consist of properties of different kinds, and for
such purpose may set such value as he deems fair upon any one or more class or classes of
property, and may determine how such division shall be carried out as between Members or
classes of Members but so that if any such division shall be otherwise than in accordance
with the existing rights of the Members, every Member shall have the same right of dissent
and other ancillary rights as if such resolution were a Special Resolution passed in
accordance with Section 110 of the Insolvency Act 1986. The liquidator may, with the
authority of an Extraordinary Resolution, vest the whole or any part of such assets in
trustees upon such trusts for the benefit of the contributories as the liquidator, with the
like sanction, shall think fit, but so that no Member shall be compelled to accept any
            shares or other securities or other assets whereon there is any liability.
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PROVISIONS FOR EMPLOYEES
 182.
    
    Provision for employees on cessation of transfer of businessThe Company shall exercise the power conferred upon it by Section 719(1) of the Act to make
provision for the benefit of persons employed or formerly employed by the Company or any of
its subsidiaries, in connection with the cessation or the transfer to any person of the
whole or part of the undertaking of the Company or any only with the prior sanction of a
Special Resolution. If at any time the capital of the Company is divided into different
classes of shares, the exercise of such power as aforesaid shall be deemed to be a
variation of the rights attached to each class of shares and shall accordingly require the
prior consent in writing of the holders of three-fourths in nominal value of the issued
shares of each class or the prior sanction of an Extraordinary Resolution passed at a
separate meeting of the holders of the shares of each class convened and held in accordance
with the provisions of Article 96.
 DISCLOSURE OF INTERESTS
 183.
    
    Disclosure183.1
    
    If any member, or any other person appearing to be interested in shares held by such Member,
has been duly served with a notice under Section 212 of the Act and is in default for the
prescribed period in supplying to the Company the information thereby required, then the
Directors may in their absolute discretion at any time thereafter by notice (a direction
notice) to such Member direct that, in respect of the shares in relation to which the default
occurred and any other shares held at the date of the direction notice by the Member, or such
of them as the Directors may determine from time to time (the default shares which
expression shall include any further shares which are issued in respect of any default
shares), the member shall not, nor shall any transferee to which any of such shares are
transferred other than pursuant to a permitted transfer or pursuant to Article 180.2(c) below,
be entitled to vote either personally or by proxy at a General Meeting of the Company or a
meeting of the holders of any class of shares in the Company or to exercise any other right
conferred by membership in relation to General Meetings of the Company or meetings of the
holders of any class of shares of the Company, or to be reckoned in a quorum.183.2
    
    Where the default shares represent at least 0.25 per cent. of the issued shares of the same
class as the default shares (excluding any shares of that class held as treasury shares), then
the direction notice may additionally direct:
 (a)
    
    that any dividend or any part thereof or other money which would otherwise be
payable in respect of each of the default shares shall (in whole or any part thereof)
be retained by the Company without any liability to pay interest thereon when such
money is finally paid to the Member and shall be payable (when the direction notice
ceases to have effect) to the person who would but for the direction notice have been
entitled to them; and/or(b)
    
    where an offer of the right to elect to receive shares of the Company instead
of cash in respect of any dividend or part thereof is or has been made by the Company,
any election made thereunder by such Member in respect of such default shares shall
not be effective; and/or(c)
    
    no transfer of any of the default shares held by such Member shall be
registered unless:
 (i)
    
    the Member is not himself in default as regards supplying the
information required; and
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(ii)
    
    the transfer is of part only of the Members holding and when
presented for registration is accompanied by a certificate by the Member in a
form satisfactory to the Directors to the effect that after due and careful
enquiry the Member is satisfied that none of the shares the subject of the
transfer are default shares.
 183.3
    
    Upon the giving of a direction notice its terms shall apply accordingly.183.4
    
    The Company shall send to each other person appearing to be interested in the shares the
subject of any direction notice a copy of the notice, but the failure or omission by the
Company to do so shall not invalidate such notice.183.5
    
    Any direction notice shall have effect in accordance with its terms for so long as the
default in respect of which the direction notice was issued continues and (unless the
direction notice otherwise determines) for a period of one week thereafter but shall cease to
have effect in relation to any default shares which are transferred by such Member by means of
an approved transfer or in accordance with Article 180.2(c) above on receipt by the Company of
notice that a transfer as aforesaid has been made. The Company may (at the absolute discretion
of the Directors) at any time give notice to the Member cancelling, or suspending for a stated
period the operation of, a direction notice in whole or in part.183.6
    
    For the purpose of this Article:
 (a)
    
    a person shall be treated as appearing to be interested in any shares if the
member holding such shares has given to the Company a notification under the said
Section 212 which either (a) names such person as being so interested or (b) fails to
establish the identities of those interested in the shares and (after taking into
account the said notification and/or any other relevant Section 212 notification) the
Company knows or has reasonable cause to believe that the person in question is or may
be interested in the shares;(b)
    
    the prescribed period is 28 days from the date of service of the notice under
the said Section 212 except that if the default shares represent at least 0.25 per
cent. of the issued shares of that class, the prescribed period is 14 days from such
date; and(c)
    
    a transfer of shares is an approved transfer if, but only if:
 (i)
    
    it is a transfer of shares to an offeror or by way or in
pursuance of acceptance of a take-over offer for a company (as defined in
Section 428 of the Act; or(ii)
    
    the Directors are satisfied that the transfer is made pursuant
to a sale of the whole of the beneficial ownership of the shares to a party
unconnected with the member and with other persons appearing to be interested
in such shares(and for the purposes of this Article any associate (as that term
is defined in section 435 of the Insolvency Act 1986) of the Member or of any
other person appearing to the Directors to be interested in any of the default
shares shall be deemed to be connected with the transferring Member); or(iii)
    
    the transfer results from a sale made on or through the London
Stock Exchange or any stock exchange outside the United Kingdom on which the
Companys shares of the same class as the default shares are normally traded.
 183.7
    
    Nothing contained in this Article shall limit the power of the Directors under Section 216
of the Companies Act 1985.
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INDEMNITY
 184.
    
    IndemnitySubject to the provisions of the Statutes but without prejudice to any indemnity to which
the person concerned may otherwise be entitled, every person who is or was at any time a
Director or other officer of the Company excluding the Auditors shall be indemnified out of
the assets of the Company against all costs, charges, expenses, losses or liabilities
which he may sustain or incur in or about the actual or purported execution and/or
discharge of the duties of his office and/or the exercise or purported exercise of his
powers or discretions and/or otherwise in relation thereto or in connection therewith,
including (without prejudice to the generality of the foregoing) any liability incurred by
him in defending any proceedings, whether civil or criminal, in which judgment is given in
his favour or in which he is acquitted or in connection with any
application under section
144(3) or (4) or section 727 of the Act, in which relief is granted to him by the court.
 51