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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:2006 Actmeans the Companies Act 2006;Actmeans the Companies Act 1985 and every statutory modification or re-enactment thereof
for the time being in force;addressshall, in any case where electronic form is permitted by or pursuant to these
Articles or the 2006 Act, include a number or address used for the purpose of sending or
receiving documents or information by electronic means but, in any other case, shall not
include any number or address used for such purpose;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;clear days noticemeans that 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 or on which it is to
take effect;Directorsmeans the directors for the time being of the Company;Dividendincludes bonus;electronic form and electronic meansshall, where the context so admits, have the same
meaning as in the 2006 Act;
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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;Groupmeans the Company and its subsidiary undertakings for the time being and Group
Companyshall be construed accordingly;London Stock Exchangemeans London Stock Exchange plc;Membermeans a member of the Company;Monthmeans calendar month;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 of the Company required to be kept pursuant to the
Statutes;Regulationsmeans the Uncertificated Securities Regulations 2001;relevant systemshall have the same meaning as 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;Statutesmeans the Act, the Companies Act 1989, the 2006 Act, the Regulations 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;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, typewriting, photocopy and other
modes of representing or reproducing words in visible form whether sent or supplied in
electronic form or otherwise;Words importing the singular number only include the plural number and vice versa.Words importing the masculine gender only include the feminine gender.Words importing individuals and words importing persons shall include bodies corporate and
unincorporated associations.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.
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Subject as aforesaid, and unless the context otherwise requires, words and expression
defined in the Statutes, or the Regulations, shall bear the same meanings in these
Articles.A special 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 uncertificated form are references to that share
being an uncertificated unit of a security.Headings to these Articles are for convenience only and shall not affect construction.
 2.
    
    Exclusion of Table ANone of the regulations contained in Table A in the Schedule to the Companies (Tables A to
F) Regulations 1985 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 sharesSave as otherwise provided in the Statutes or in these Articles, all unissued shares
(whether forming part of the original or any increased capital) shall be at the disposal of
the Directors who may (subject to the provisions of the Statutes) 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.
 7.
    
    Payment of commissionIn addition to all other powers of paying commissions, the Company may exercise the powers
conferred by the Statutes 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
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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.
 8.
    
    Trusts not recognisedSave as herein otherwise provided or as by law 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.
 9.
    
    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.
 10.
    
    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
 11.
    
    Uncertificated shares
 11.1
    
    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.11.2
    
    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).11.3
    
    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.11.4
    
    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.
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11.5
    
    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.11.6
    
    The provisions of Articles 12 to 15 inclusive shall not apply to uncertificated
shares.
 12.
    
    Members right to certificatesSubject to Article 11, 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.13.
    
    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.14.
    
    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.15.
    
    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
 16.
    
    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
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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.
 17.
    
    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.18.
    
    When Call deemed to have been made
 18.1
    
    A Call shall be deemed to have been made at the time when the resolution of the
Directors authorising such Call was passed.18.2
    
    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.
 19.
    
    When interest on Calls or instalment payableIf the sum payable in respect of any Call or instalment is not paid on or before the day
appointed for payment thereof, the person from whom it is due shall pay interest on the sum
at such rate, not exceeding 15 per cent. per annum, as the Directors may determine from the
day appointed for the payment thereof until the actual payment thereof, and all expenses
that may have been incurred by the Company by reason of such non-payment; but the Directors
may, if they think fit, waive the payment of such interest and expenses or any part
thereof.20.
    
    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, 12 per cent. per annum) as the Member
paying such sum in advance and the Directors agree upon.21.
    
    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 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.22.
    
    Liability of joint holdersThe joint holders of a share shall be jointly and severally liable to pay all calls in
respect thereof.
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23.
    
    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
 24.
    
    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.25.
    
    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.26.
    
    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.27.
    
    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 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 Statutes. 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.
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28.
    
    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.29.
    
    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, at such rate, not exceeding 15 per cent. per annum, as the
Directors may determine from the time of forfeiture until payment, 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.30.
    
    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.31.
    
    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.32.
    
    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 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.33.
    
    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
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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.
 34.
    
    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
 35.
    
    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 11.36.
    
    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 case 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.37.
    
    Restraint on transferThe Directors may, in their absolute discretion and without assigning any reason therefore,
refuse to register any transfer of any share which is not a fully-paid share (whether
certificated or uncertificated) provided that, where any such shares are admitted to the
Official List of the Financial Services Authority or admitted to AIM such discretion may
not be exercised in a way which the Financial Services Authority or the London Stock
Exchange regards as preventing dealings in the shares of the relevant class or classes
from taking place on an open and proper basis. The Directors may likewise refuse to
register any transfer of a share (whether certificated or uncertificated), whether
fully-paid or not, in favour of more than four persons jointly.
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38.
    
    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.39.
    
    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.40.
    
    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.41.
    
    Location of instruments of transferAll instruments of transfer which are registered shall, subject to Article 176(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.
 TRANSMISSION OF SHARES
 42.
    
    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 held 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.43.
    
    Evidence in the 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
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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.
 44.
    
    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.45.
    
    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), provided always
that the Directors may at any time give notice requiring any such person to elect either to
be registered himself or to transfer the share, and, if the notice is not complied with
within 60 days, the Directors may thereafter withhold payment of all dividends, bonuses or
other monies payable in respect of the share until the requirements of the notice have been
complied with.
 CONSOLIDATION AND SUB-DIVISION OF SHARES
 46.
    
    ConsolidationThe Company may by Ordinary Resolution consolidate its shares, or any of them, into shares
of a larger amount.47.
    
    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.48.
    
    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
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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.
 INCREASE OR REDUCTION OF CAPITAL
 49.
    
    Increase of capitalThe Company may, from time to time, by Ordinary Resolution, increase its share 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. All new shares
shall be subject to the provisions of these Articles with reference to allotment, payment
of calls forfeiture, lien, transfer and transmission and otherwise.50.
    
    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.51.
    
    Reduction of capital and purchase of own shares
 51.1
    
    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.51.2
    
    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 a special 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.
 GENERAL MEETINGS
 52.
    
    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. The annual general meeting shall be held at
such time and place as may be determined by the Directors.
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53.
    
    Extraordinary General MeetingAll General Meetings of the Company other than Annual General Meetings shall be called
Extraordinary General Meetings.54.
    
    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 Statutes. 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.
 NOTICE OF GENERAL MEETINGS
 55.
    
    Length and form of noticeAn annual general meeting shall be called by not less than 21 clear days notice, and a
meeting of the Company other than an annual general meeting shall be called by not less
than 14 clear days notice. The notice shall state the place, the day and hour of meeting
and in the case of any special business the general nature of that business. It shall be
given, in the manner hereinafter mentioned or in such other manner, if any, as may be
prescribed by the Statutes or by the Company in general meeting, to such persons as are
entitled to receive such notices from the Company and shall comply with the provisions of
the Statutes as to informing Members of their right to appoint proxies. If on two
consecutive occasions notices have been sent through the post to any Member at his
registered address or his address for the service of notices but have been returned
undelivered, such Member shall not thereafter be entitled to receive notices from the
Company until he shall have communicated with the Company and supplied in writing to the
Office a new registered address or address within the United Kingdom for the service of
notices. A notice calling an annual general meeting shall specify the meeting as such and
the notice convening a meeting to pass a Special Resolution shall specify the intention to
propose the Resolution as such and shall include the text of the Resolution.56.
    
    Meetings at short noticeA meeting of the Company 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:
 56.1
    
    in the case of a meeting called as the annual general meeting, by all the
Members entitled to attend and vote thereat; and56.2
    
    in the case of any other meeting, by a majority in number of the Members having
a right to attend and vote at the meeting, being a majority together holding not less
than 95 per cent. in nominal value of the shares giving that right (excluding any
shares in the Company held as treasury shares).
 57.
    
    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.
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58.
    
    Omission to send noticeThe accidental omission to give notice of a meeting or of a resolution intended to be moved
at the meeting, or to issue an invitation to appoint a proxy with a notice where required
by these Articles, to any person entitled to receive notice, or the non-receipt of notice
of a meeting or of such a resolution or of an invitation to appoint a proxy by any such
persons, shall be disregarded for the purpose of determining whether notice of the meeting
or of any resolution to be moved at that meeting is duly given.59.
    
    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.
 PROCEEDINGS AT GENERAL MEETINGS
 60.
    
    Ordinary and special businessAll business shall be deemed special that is transacted at an extraordinary general
meeting, and also all that is transacted at an annual general meeting, with the exception
of declaring a dividend, the receiving of the annual accounts and the reports of the
Directors and Auditors on those accounts, the appointment of Directors in place of those
retiring, the reappointment of Directors appointed since the last annual general meeting,
the appointment of the Auditors (when special notice of the resolution for such appointment
is not required by the Statutes) and the fixing of the remuneration of the Auditors or the
determination of the manner in which such remuneration is to be fixed.61.
    
    QuorumSubject to the provisions of Article 63 in respect of adjourned meetings, for all purposes
the quorum for a General Meeting shall be not less than two Members present in person or by
proxy and entitled to vote.62.
    
    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.63.
    
    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 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.64.
    
    Arrangements for simultaneous attendance, security and orderly conduct
 64.1
    
    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
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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.
 64.2
    
    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.64.3
    
    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.64.4
    
    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.64.5
    
    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.
 65.
    
    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.66.
    
    Power to adjourn
 66.1
    
    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
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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.
 66.2
    
    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.
 67.
    
    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.68.
    
    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.69.
    
    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 resolution no amendment thereto (other than an
amendment to correct a patent error) may in any event be considered or voted upon.70.
    
    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 70
and save as aforesaid it shall not be necessary to give any notice of an adjournment.71.
    
    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.
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72.
    
    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
present in person or by proxy holding shares conferring a right to vote on the resolution,
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.73.
    
    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.74.
    
    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.75.
    
    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.76.
    
    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
 77.
    
    Votes of MembersSubject to any rights or restrictions for the time being attached to any class or classes
of shares and to any other provision of these Articles or the Statutes on a show of hands
every Member present in person and each person present as a duly appointed proxy of a
Member 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.78.
    
    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
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may, on a poll, vote by proxy, provided that evidence to the satisfaction of the Directors
of the authority of the person claiming to exercise the right to vote has been delivered at
the Office (or at such other place as may be specified in accordance with these Articles
for the delivery of appointments of proxy) not later than the last time at which an
appointment of a proxy should have been delivered in order to be valid for use at that
meeting or on the holding of that poll.
 79.
    
    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.80.
    
    Suspension of rights for non-payment of calls and non-disclosure of interests
 80.1
    
    No Member shall, unless the Directors otherwise determine, be entitled, in
respect of any share in the capital of the Company held by him, to be present or to
vote on any question, either in person or by proxy, at any general meeting, or separate
general meeting of the holders of any class of shares of the Company, or to be reckoned
in a quorum, if any call or other sum presently payable by him to the Company in
respect of such share remains unpaid.80.2
    
    If any Member, or any other person appearing to the Directors to be interested
in any shares in the capital of the Company held by such Member, has been duly served
with a notice under section 793 of the 2006 Act and is in default for the period of 14
days from the date of service of the notice under the said section 793 in supplying to
the Company the information thereby required, then the Company may (at the absolute
discretion of the Directors) at any time thereafter by notice (a restriction 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 restriction notice by the Member,
or such of them as the Directors may determine from time to time (the restricted
shares which expression shall include any further shares which are issued in respect
of any restricted 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 80.3(c) below, be entitled to be present or to vote on any question, either
in person or by proxy, at any general meeting of the Company or separate general
meeting of the holders of any class of shares of the Company, or to be reckoned in a
quorum.80.3
    
    Where the restricted shares represent at least 0.25 per cent. (in nominal
value) of the issued shares of the same class as the restricted shares (excluding any
shares of that class held as treasury shares), then the restriction notice may also
direct that:(a)
    
    any dividend or any part thereof or other monies which would otherwise be
payable on or in respect of the restricted shares shall be withheld by the Company;
shall not bear interest against the Company; and shall be payable (when the
restriction notice ceases to have effect) to the person who would but for the
restriction 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,
and election made thereunder by such Member in respect of such restricted shares shall
not be effective; and/or
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(c)
    
    no transfer of any of the shares held by such Member shall be recognised or
registered by the Directors unless the transfer is permitted transfer or:
 (i)
    
    the Member is not himself in default as regards supplying the
information required; and(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 restricted shares.
 Upon the giving of a restriction notice its terms shall apply accordingly.80.4
    
    The Company shall send a copy of the restriction notice to each other person
appearing to be interested in the shares the subject of such notice, but the failure or
omission by the Company to do so shall not invalidate such notice.80.5
    
    Any restriction notice shall have effect in accordance with its terms until not
more than seven days after the Directors are satisfied that the default in respect of
which the restriction notice was issued no longer continues but shall cease to have
effect in relation to any shares which are transferred by such Member by means of a
permitted transfer or in accordance with Article 80.3(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 restriction notice in whole or in
part.80.6
    
    For the purposes of this Article 80:(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 whether following
service of a notice under the said section 793 or otherwise which either:
 (i)
    
    names such person as being so interested; or(ii)
    
    (after taking into account the said notification and any other
relevant information in the possession of the Company) the Company knows or has
reasonable cause to believe that the person in question is or may be interested
in the shares; and
 (b)
    
    Transfer of shares is a permitted transfer if but only if:
 (i)
    
    such it is a transfer by way of, or in pursuance of, acceptance
of a takeover offer for the Company (as defined in section 974 of the 2006
Act); or(ii)
    
    the Directors are satisfied that the transfer is made pursuant
to a bona fide sale of the whole of the beneficial ownership of the shares to a
third party unconnected with the transferring Member of with any other person
appearing to the Directors to be interested in such shares (and for the
purposes of this Article 80.6(b)(ii) any associate (as that term is defined in
section 435 of the Insolvency Act 1986) of the Members or of any other person
appearing to the Directors to be interested in any of the restricted shares
shall be deemed to be connected with the transferring (Member); or(iii)
    
    the transfer results from a sale made on or through a market
operated by the London Stock Exchange or on or through any stock exchange
outside the United Kingdom on which the Companys shares of the same class as
the restricted shares are normally dealt in.
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80.7
    
    The provisions of this Article 80 are in addition and without prejudice to the
provisions of the Statutes.
 81.
    
    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.
 82.
    
    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 in the same
way.83.
    
    Execution of proxiesThe appointment of a proxy shall be in any usual or common form, or in any other form which
the Directors may approve and shall be:
 (a)
    
    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; or(b)
    
    if permitted by the Directors, in electronic form in the manner and form and
subject to such terms and conditions as the Directors may decide.
 The signature, if any, on such appointment need not be witnessed.84.
    
    Appointment of proxiesA proxy need not be a Member of the Company. A Member may appoint more than one proxy to
attend and to speak and to vote on the same occasion, provided that each proxy is appointed
to exercise the rights attached to a different share or shares held by the Member. The
appointment of a proxy shall not preclude a Member from attending and voting in person at
the meeting or any adjournment thereof.
 85.
    
    Delivery of proxies
 85.1
    
    The appointment of a proxy shall:(a)
    
    (in the case of an appointment not sent in electronic form) 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(b)
    
    (in the case of an appointment sent in electronic form) where an address has
been specified for the purpose by the Company (generally or specifically), be received
at such address, not less than 48 hours before the time for holding the meeting or adjourned meeting
at which the person named in the appointment proposes to vote or, in the case of a
poll taken otherwise than at or on the same day as the meeting or adjourned meeting,
not less than 24 hours before the time appointed for the taking of the poll at which
it is to be used, and in default the appointment of a proxy shall not be treated as
valid. Failing previous registration with the Company, the power
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of attorney or other authority, if any, under which the appointment of a proxy is
executed, or a notarially certified copy or a copy certified in accordance with
the Powers of Attorney Act 1971 of that power or authority, or a copy in
some other manner approved by the Directors, shall whether (a) or (b) above shall
apply also be deposited or received at the Office or at such other place specified
in accordance with (a) above, or (if the Directors so agree) at the address or by
the means provided in accordance with (b) above, not later than the time by which
the appointment of a proxy is required to be deposited or (as the case may be)
received in accordance with this Article.
 85.2
    
    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 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.85.3
    
    An appointment of a proxy and any other instrument referred to in Article 85.1
shall be deemed to have been validly deposited or received at the Office or at such
other place specified in accordance with Article 85.1 if the instrument is received at
such place by facsimile transmission within the period of time specified by Article
85.1 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.85.4
    
    If two or more valid but differing appointments of a proxy are delivered or (in
the case of appointments in electronic form) received in accordance with Article 85.1
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.
 86.
    
    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
85 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.
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87.
    
    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.88.
    
    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 in electronic form at the address at which such appointment
was duly received in each case in accordance with Article 85, before the time for holding
the meeting or adjourned meeting or the holding of a poll subsequently thereto at which
such vote is given.89.
    
    Corporate RepresentativesAny corporation which is a Member of the Company may by resolution of its directors or
other governing body authorise a person or persons to act as its representative or
representatives at any meeting of the Company or of any class of Members of the Company.90.
    
    Powers of Corporate RepresentativesThe person so authorised shall be entitled to exercise the same powers on behalf of the
corporation which he represents as that corporation could exercise if it were an individual
Member of the Company and such corporation shall for the purposes of these Articles be
deemed to be present in person at any such meeting if a person so authorised is present
thereat. Where the corporation authorises more than one person, the provisions of section
323(3) and (4) of the 2006 Act shall apply.
 VARIATION OF RIGHTS
 91.
    
    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
consent in writing of the holders of at least three-fourths of the nominal amount of the
issued shares of that class or with the sanction of a Special Resolution passed at a
separate meeting of the holders of the issued shares of that class, but not otherwise. The
creation or issue of shares ranking pari passu with or subsequent to the shares of any
class shall not (unless otherwise expressly provided by these Articles or the rights
attached to such last mentioned shares as a class) be deemed to be a variation of the
rights of such shares.92.
    
    Separate general meetingsTo every such separate general meeting the provisions of Chapter 3 of Part 13 of the 2006
Act (excluding sections 303 to 306) and the provisions of these Articles relating to
general meetings shall, mutatis mutandis, so far as applicable apply, subject to the
following provisions, namely:
 92.1
    
    the necessary quorum at any such meeting, other than an adjourned meeting,
shall be two persons present holding at least one-third in nominal value of the issued
shares of the class in question (excluding any shares of that class held as
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treasury shares) and at an adjourned meeting one person present holding shares of the class in question; and92.2
    
    any holder of shares of the class in question present in person or by proxy may demand a poll.
 For the purposes of 92.1 above, where a person is present by proxy or proxies, he is
treated as holding only the shares in respect of which those proxies are authorised to
exercise voting rights.93.
    
    Issues of Further SharesThe rights attached to any class of shares shall, unless otherwise expressly provided by
the terms of issue of the shares of that class or by the terms upon which such shares are
for the time being held, be deemed not to be abrogated or varied by the creation or issue
of further shares ranking pari passu therewith.
 DIRECTORS AND OTHER OFFICERS
 94.
    
    Number of DirectorsUnless and until otherwise determined by the Company in General Meeting pursuant to Article
126 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.95.
    
    Remuneration of DirectorsThe Directors shall be paid out of the funds of the Company by way of fees for their
services as Directors such sums (if any) as the Directors may from time to time determine
(not exceeding in the aggregate an annual sum of £400,000 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 102
hereof.96.
    
    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
desirable that any of their number should make any special journeys or perform any special
services on behalf of the Company or its business, such Director or Directors may be paid
such reasonable additional remuneration and expenses therefore as the Directors may from
time to time determine.
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97.
    
    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.98.
    
    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
 99.
    
    Appointment and revocationAny 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) in electronic form 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 in the case of appointment or
removal in electronic form, at such address (if any) specified by the Company for that
purpose. 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 these Articles. A Director or any
other person may act as alternate Director to represent more than one Director and an
alternate Director shall be entitled at meetings of the Directors or any committee of the
Directors to one vote for every Director for whom he acts as an alternate in addition to his
own vote (if any) as a Director, but he shall count as only one for the purpose of
determining whether a quorum be present. In this Article references to in writing and
written shall include the use of electronic form delivered to an address which has been
specified by the Directors for the purpose of notifying appointments and
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removals of alternate Directors by means of electronic form and subject to such terms and
conditions, if any, as the Directors may decide.100.
    
    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
 101.
    
    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.102.
    
    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.103.
    
    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.
 POWERS AND DUTIES OF DIRECTORS
 104.
    
    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
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the Company, and as are not by the Statutes 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 Statutes)
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.105.
    
    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).106.
    
    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 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.[107.
    
    Not used]108.
    
    Directors permitted interests and entitlement to vote
 108.1
    
    Subject to the provisions of the Statutes, a Director may hold any other
office or place of profit with 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 for the Company (otherwise than as Auditor), and in any such case on such
terms as to remuneration and otherwise as the Directors may decide. Any such
remuneration shall be in addition to any remuneration provided for by any
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other Article. 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, or being otherwise interested in, any of the
foregoing, or any other contract, transaction or arrangement with the Company or in
which the Company has a (direct or indirect) interest. Subject to the provisions
of the Statutes and save as therein provided, no such contract, transaction or
arrangement shall be liable to be avoided on the grounds of the Directors
interest, nor shall any Director be liable to account to the Company for any
remuneration or other benefit which derives from any such contract, arrangement,
transaction or interest by reason of such Director holding that office or of the
fiduciary relationship thereby established but he shall declare the nature of his
interest in accordance with the provisions of the Statutes.108.2
    
    Save as herein provided, a Director shall not vote in respect of any contract,
arrangement or transaction whatsoever in which he has any interest which is to his
knowledge a material interest (together with any interest of any person connected with
him within the meaning of sections 252-5 of the 2006 Act) otherwise than by virtue of
his interests in shares or debentures or other securities of or otherwise in or through
the Company. A Director shall not be counted in the quorum at a meeting in relation to
any resolution on which he is debarred from voting.108.3
    
    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 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 undertakings;(b)
    
    the giving of any guarantee, security or indemnity 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 securities of or by the Company or any of
its subsidiary undertakings 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 or transaction concerning any other body corporate
in which he or any other person connected with him (within the meaning of sections
252-5 of the 2006 Act) is interested, directly or indirectly and whether as an officer
or shareholder or otherwise howsoever provided that he and any persons so connected
with him do not to his knowledge hold an interest (within the meaning of Sections 820
to 825 of the 2006 Act) in one per cent. or more of any class of the equity share
capital of such body corporate or of the voting rights available to members of the
relevant body corporate;(e)
    
    any contract, arrangement or transaction for the benefit of employees of the
Company or any of its subsidiary undertakings which does not accord to him any
privileges or advantage not generally accorded to the employees to whom the scheme
relates;(f)
    
    any contract, arrangement or transaction concerning any insurance which the
Company is to purchase and/or maintain for, or for the benefit of, any Directors or
persons including Directors;
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(g)
    
    the giving of an indemnity pursuant to Article 180; and(h)
    
    the provision of funds to any Director to meet, or the doing of anything to
enable a Director to avoid incurring, expenditure of the nature described in sections
205(1) or 206 of the 2006 Act.108.4
    
    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.108.5
    
    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 108.3(d) shall be entitled to vote (and be counted in the quorum) in respect of
each resolution except that concerning his own appointment.108.6
    
    If any question shall arise at any meeting as to an 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 fairly disclosed.108.7
    
    Subject to the provisions of the Statutes the Company may by Ordinary
Resolution suspend or relax the provisions of this Article to any extent or ratify any
contract, arrangement or transaction not duly authorised by reason of a contravention
of this Article.
 109.
    
    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 their
remuneration as such, and may vote as Directors of the Company in connection with any of
the matters aforesaid.110.
    
    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.111.
    
    Overseas branch registerThe Directors may exercise the powers conferred upon the Company by the Statutes with
regard to the keeping of an Overseas Branch Register and the Directors may (subject to the
provisions of the Statutes) make and vary such regulations as they may think fit respecting
the keeping of any such register.
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112.
    
    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
 113.
    
    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
 114.
    
    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.115.
    
    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.116.
    
    Powers of attorneyThe Directors may at any time and from time to time by power of attorney 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.117.
    
    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.
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BORROWING POWERS
 118.
    
    Power to raise money
 118.1
    
    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
retirement/employment benefits any asset or liability which has been re-valued
under the provisions of IAS 32, 39 40 or 41 or the corresponding UK standard,
whether charged to profit and loss account or to fair value reserve (in each
case) substituting the relevant amounts that would have been recognised had the
accounts been prepared in accordance with the relevant accounting standards
applicable to the Groups accounts for the year ended 31 March 2005 under UK
generally accepted accounting principles insofar as they relate to the matters
dealt with by IAS 32 and IAS 39 40, 41; and deducting from reserves amounts
credited in respect of any deferred tax assets and any surpluses relating to
pensions and other post retirement/employment benefits or any asset or
liability which has been re-valued under the provisions of IAS 32, 39 40 or 41
or the corresponding UK standard, whether included in profit and loss account
or in the fair value reserve (in each case) substituting the relevant amounts
that would have been recognised had the accounts been prepared in accordance
with the
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relevant accounting standards applicable to the Groups accounts for the year
ended 31 March 2005 under UK generally accepted accounting principles insofar
as they relate to the matters dealt with by IAS 32 and IAS 39 40, 41;(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.
 118.2
    
    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,but shall be deemed not to include:
 (i)
    
    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 outstanding and so to be applied within six months of being so borrowed,
pending their application for such purpose within such period;(ii)
    
    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(iii)
    
    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
 32




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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.
 When the aggregate amount of monies borrowed required to be taken into account for
the purposes of this Article on any particular day is being ascertained, any of such
monies denominated or repayable (or repayable at the option of any person other than
the Company or any subsidiary undertaking) in a currency other than sterling shall
be translated, for the purpose of calculating the sterling equivalent, at the
rate(s) of exchange prevailing on that day in London, or on the last business day
six months before such day if thereby such aggregate amount would be less (and so
that for this purpose the rate of exchange prevailing shall be taken as the spot
rate in London quoted at or about 11.00 a.m. on the day in question by a London
clearing bank, approved by the Directors, as being the rate for the purchase by the
Company of the currency and amount in question for sterling).118.3
    
    A Report by the Auditors as to the aggregate amount which may at any one time
in accordance with the provisions of Article 118.1 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.118.4
    
    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 therein118.5
    
    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.118.6
    
    A certificate or report by the Auditors as to the amount of the limit in
Article 118.1 or the aggregate amount of monies borrowed falling to be taken into
account under Article 118.2 or to the effect that the limit imposed by this Article has
not been or will not be exceeded at any particular time or times or during any period
shall be conclusive evidence of such amount or fact for the purposes of this Article.118.7
    
    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.
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118.8
    
    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.
 119.
    
    Mode of borrowing
 119.1
    
    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.119.2
    
    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.
 120.
    
    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.121.
    
    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
 122.
    
    Office of Director to be vacated
 122.1
    
    The office of a Director shall be vacated:(a)
    
    If he resignsIf he delivers to the Board or to the Secretary a notice of his resignation of his
office of Director and the Directors resolve to accept such offer;(b)
    
    Ceases to be a DirectorIf he ceases to be a Director by virtue of any provision of the Statutes or becomes
prohibited by law from being a Director;
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(c)
    
    Becomes bankruptIf he becomes bankrupt, or makes any arrangement or composition 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 his affairs;(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; or(f)
    
    His resignation is requested by other DirectorsIf, by notice in writing delivered to or received at the Office or, in the case of a
notice in electronic form, at such address (if any) specified by the Directors for
that purpose or tendered at a meeting of the Directors, his resignation is requested
by:
 (i)
    
    all of the other Directors, in respect of a non-executive
Director; and(ii)
    
    75 per cent. of the other Directors, in respect of an executive
Director
 (but so that this 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).
 RETIREMENT, ELECTION AND APPOINTMENT OF DIRECTORS
 123.
    
    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 if not appointed or re-appointed by the
Company in general meeting at, or since, either such meeting. A retiring Director shall be
eligible for re-election. A Director retiring at a meeting shall retain office until the
dissolution of such meeting.124.
    
    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.125.
    
    Appointment of Directors to be voted upon individually
 125.1
    
    A resolution for the appointment of two or more persons as Directors by a
single resolution shall be void unless an ordinary resolution that it shall be so
proposed has been first agreed to at the meeting without any vote being given against
it.125.2
    
    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
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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.
 126.
    
    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.127.
    
    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.128.
    
    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 Statutes 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.
 PROCEEDINGS OF DIRECTORS AND COMMITTEES
 129.
    
    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.130.
    
    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 or sent in electronic form to such address (if any) for the time being specified by
him or on his behalf to the Company for that 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 or
be sent by electronic means to such address (if any) for the time being notified by him to
the Company for that purpose. If no such request is made for the Directors, it shall not
be necessary to send notice of a meeting of the Directors to any Director who is for the
time absent from the United Kingdom.
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131.
    
    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), determine the period for which he is or they are to hold office
and may at any time remove either of them from such 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.132.
    
    Board may act if quorum present
 132.1
    
    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.132.2
    
    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.
 133.
    
    Resolution in writingA resolution in writing signed or otherwise agreed 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 or otherwise agreed 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.134.
    
    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.135.
    
    Minutes of proceedings
 135.1
    
    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.135.2
    
    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.
 136.
    
    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
 137.
    
    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
 138.
    
    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
 139.
    
    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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140.
    
    Dividends not to bear interestNo dividend or other moneys payable by the Company shall bear interest as against the
Company.
 141.
    
    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 148 does not apply, will be entitled, subject (save for holders to whom Article 147
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 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
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
 39




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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.
 142.
    
    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.143.
    
    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.144.
    
    Interim dividendsThe Directors may from time to time declare and pay an interim dividend to the Members.145.
    
    Dividends payableNo dividend or interim dividend shall be payable except in accordance with the provisions
of the Statutes. 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.146.
    
    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.147.
    
    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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148.
    
    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.149.
    
    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 Company150.
    
    Method of payment
 150.1
    
    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.150.2
    
    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.
 151.
    
    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
 152.
    
    Capitalisation of profits, etc
 152.1
    
    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
 153.
    
    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
 154.
    
    Accounting records to be keptThe Directors shall cause accounting records to be kept in accordance with the provisions
of the Statutes.155.
    
    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.156.
    
    Inspection of accounting recordsThe accounting records shall always be open to the inspection of the officers of the
Company.157.
    
    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 (not being a
Director) 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.158.
    
    Copy to be sent to members
 158.1
    
    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 London Stock Exchange.158.2
    
    Where permitted by the Statutes, any document or copy referred to in this
Article may be sent in electronic form.
 SEALS
 159.
    
    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.
 160.
    
    Official SealThe Directors may exercise the powers conferred on the Company by the Statutes with regard
to having an official seal for use abroad and the powers conferred by section 40 of
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the Act with regard to having an official seal solely for sealing documents creating or
evidencing securities of the Company.
 161.
    
    Safe custody how affixed
 161.1
    
    The Directors shall provide for the safe custody of every seal of the Company.
The official Seal kept under section 40 of the Act 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
method or system.161.2
    
    Where the Statutes so permit, any instrument signed by one Director and the
Secretary or by two Directors or by a Director in the presence of a witness who attests
the signature, and expressed, in whatever words, 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 mechanical or
electronic method or system.
 162.
    
    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
 163.
    
    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
 164.
    
    Appointment of AuditorsAuditors shall be appointed and their duties regulated in accordance with the provisions of
the Statutes.
 NOTICES
 165.
    
    Service of notice and curtailment of postal service
 165.1
    
    A notice or other document (including a share certificate) or information may
be given, sent, supplied, delivered or provided by the Company to any Member in
accordance with the 2006 Act, subject to these Articles.165.2
    
    Subject to the Statutes, if at any time by reason of the suspension or any
curtailment of postal services in the United Kingdom or of services for delivery by
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electronic means, 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 means) by electronic means, 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 the case may
be) by electronic means if, at least seven days prior to the date of the general
meeting, the posting of notices to addresses throughout the United Kingdom or (as
the case may be) the sending of notices by electronic means again becomes, in the
opinion of the Directors, practicable.
 166.
    
    When registered address not in the United Kingdom
 166.1
    
    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.
Notwithstanding the foregoing such a Member shall not be entitled to be sent any
notice or other document from the Company by electronic form even if he has supplied an
address for the purpose of receiving notices or other documents or information in
electronic form.
 167.
    
    Evidence of service
 167.1
    
    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.167.2
    
    Where a notice or other document is sent by electronic means, service of the
notice or other document shall be deemed to be effected by sending it by electronic
means 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 properly addressed subject to the provisions of section 1147(4) of the 2006 Act as
to deemed delivery of documents or information by means of a website.
 168.
    
    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.Anything to be agreed or specified by joint holders of a share may be agreed or specified
by any of the joint holders (and any such agreement or specification shall be deemed for
all purposes to be agreed or specified by all the joint holders) unless the Directors
require it to be agreed or specified by all the joint holders or by the joint holder first
named in the Register in respect of the share.
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169.
    
    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.170.
    
    Service of notice on persons entitled by transmissionA notice or other document or information may be given, sent, supplied, delivered or
provided 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 giving, sending, supplying,
delivering or providing it 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 the address, if
any, within the United Kingdom supplied for the purpose by the persons claiming to be so
entitled or (until such an address has been so supplied) by giving, sending, supplying,
delivering or providing the notice or other document or information in any manner in which
the same might have been given, sent, supplied, delivered or provided if the death or
bankruptcy or other event had not occurred.
 ELECTRONIC COMMUNICATION
 171.
    
    Electronic CommunicationNotwithstanding anything in these Articles to the contrary:Any document or information to be given, sent, supplied, delivered or provided to any
person by the Company, whether pursuant to these Articles, the Statutes or otherwise, is
also to be treated as given, sent, supplied, delivered or provided where it is made
available on a website, or is sent in electronic form, in the manner provided by the 2006
Act for the purposes of, inter alia, the 2006 Act (subject to the provisions of these
Articles).For the purposes of paragraph 10(2)(b) of schedule 5 to the 2006 Act, the Company may give,
send, supply, deliver or provide documents or information to Members by making them
available on a website.For the purposes of paragraph 6.1.8R(1) of the Disclosure and Transparency Rules, the
Company may use electronic means (as defined therein) to convey information or documents to
Members.
 171.1
    
    The Directors may from time to time make such arrangements or regulations (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 or information by electronic means 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 means; and such
arrangements and regulations (as the case may be) shall have the same effect as if set
out in this Article.
 UNTRACED SHAREHOLDERS
 172.
    
    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:
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(a)
    
    for a period of 12 years no cheque or warrant sent by the Company in the
manner authorised by these Articles in respect of the shares in question 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;(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 last known address of the Member or the address at which
service of notices may be effected in the manner authorised in accordance with the
provisions of these Articles is located, given notice of its intention to sell such
shares (but so that advertisements need not refer to the names of the holder(s) of the
share or identify the share in question;(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;(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; and(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 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. The transferee shall not be bound to see
to the application of the purchase monies and the title of the transferee shall not be
affected by any irregularity or invalidity in the proceedings relating thereto. The
net proceeds of sale shall belong to the Company which shall be obliged to account to
the former Member or other person previously entitled as aforesaid for an amount equal
to such proceeds and shall enter the name of such former Member or other person in the
books of the Company as a creditor for such amount.
 173.
    
    Power to sell further sharesIf, during any 12 year period or three month period referred to in Articles 172(a) and
172(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.174.
    
    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.
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175.
    
    No TrustNo trust shall be created in respect of the debt, no interest shall be payable in respect
of the same and the Company shall not be required to account for any money earned on the
net proceeds, which may be employed in the business of the company or invested in such
investments (other than shares of the company or its holding company (if any)) as the
directors may from time to time think fit.
 DESTRUCTION OF DOCUMENTS
 176.
    
    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
communications in electronic form, 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;(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
entry in the Register purporting to have been made on the basis of an instrument of
transfer or other document so destroyed was duly and properly made, that every
instrument of transfer so destroyed was a valid and effective instrument duly and
properly registered, that every share certificate so destroyed was a valid certificate
duly and properly cancelled 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; and
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(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
 177.
    
    Division in specieThe liquidator on any winding-up of the Company (whether voluntary or under supervision or
compulsory) may with the authority of a Special Resolution and any other sanction required
by the Statutes, divide among the members in kind the whole or any part of the assets of
the Company and whether or not the assets shall consist of property of one kind, or shall
consist of properties of different kinds, and, for such purpose, may set such value as he
deems fair upon any one or more class or classes of property, and may determine how such
division shall be carried out as between the Members. The liquidator may, with the like
sanction, vest the whole or any part of such assets in trustees upon such trusts for the
benefit of the 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.
 PROVISIONS FOR EMPLOYEES
 178.
    
    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 a Special 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 92.
 DISCLOSURE OF INTERESTS
 179.
    
    Disclosure
 179.1
    
    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 793 of the 2006 Act
and is in default for the period of 14 days from the date of service of under the said
section 793 in supplying to the Company the information thereby required, then the
Directors may in their absolute discretion at any time thereafter by notice (a
restriction 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 restricted shares which expression shall include any further shares which are
issued in respect of any restricted 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 179.2(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.
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179.2
    
    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 restricted 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 restricted shares held by such Member shall be
registered unless:
 (i)
    
    the Member is not himself in default as regards supplying the
information required; and(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 restricted shares.
 179.3
    
    Upon the giving of a direction notice its terms shall apply accordingly.179.4
    
    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 restriction notice, but the
failure or omission by the Company to do so shall not invalidate such notice.179.5
    
    Any restriction 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 restricted shares which are
transferred by such Member by means of an approved transfer or in accordance with
Article 179.2(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.179.6
    
    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 whether under the
said section 793 otherwise 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 information) the
Company knows or has reasonable cause to believe that the person in question is or may
be interested in the shares; and(b)
    
    a transfer of shares is an approved transfer if, but only if:
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(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 974 of the 2006 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.
 179.7
    
    Nothing contained in this Article shall limit the power of the Directors under
the provisions of the Statutes.
 INDEMNITY
 180.
    
    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 or any Group 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 his duties (including those duties, powers and discretions in
relation to any Group Company or any company that is a trustee of an occupational pension
scheme (as defined in section 235(6) of the 2006 Act) and/or the actual 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 disputing defending investigating or providing evidence in connection
with any actual or threatened or alleged claims, demands, investigations or proceedings,
whether civil, criminal, or regulatory or in connection with any application under section
144(3) or (4) or section 727 of the Act.181.
    
    Funding of expenditure in defending proceedingsThe Company may also provide funds to any Director or other officer of the Company or of
any Group Company (excluding the Auditors) to meet, or do anything to enable a Director or
other officer of the Company or any Group Company to avoid incurring expenditure of the
nature described in sections 205(1) or 206 of the 2006 Act.
 51