October 2009 Articles
 Exhibit 1.1
  The Companies Act 2006
 Public company limited by shares
 Articles of Association
  National Grid plc
 Adopted by special resolution on 27 July 2009
 to take effect from 1 October 2009
 Incorporated on 11 July 2000
 Introduction
 1
    
    Default Articles and other standard regulations do not apply1.1
    
    The regulations in Table A of the Companies (Tables A to F) Regulations 1985 and in
the Companies (Model Articles) Regulations 2008, and any other articles or regulations which
may apply to companies like usunder the Statutes, do not apply to us, unless expressly
included in these Articles.2
    
    The meaning of the Articles2.1
    
    The following table gives the meaning of certain words and phrases as they are used
in these Articles. However, the meaning given in the table does not apply if it is
inconsistent with the context in which a word or phrase appears. After the Articlesthere is a
glossary which explains various words and expressions. But the glossary is not part of the
Articlesand it does not affect their meaning. The words which are explained in the table
below, or in specific Articles, are printed in boldand those which are explained in the
glossary are printed in italics.
 Words
    
    Definitionsaccounting reference date
    
    This is 31 March, the date on which ourfinancial year
ends.alternate director
    
    A person appointed by a Directorto act in their place.Annual General Meeting
    
    The annual meeting of our shareholderswhich wehold
to comply with these Articlesand the law.Articles
    
    OurArticles of Association, which set out our
companys rules, and any changes made to them.Auditors
    
    Ourauditors, an independent firm of accountants which
examines ourrecords and financial statements.Board
    
    Our Boardof Directors, or those Directorsattending a
Directorsmeeting that has been properly convened
(arranged) and which has a quorum.




---



##### 



Words
    
    Definitionsbusiness day
    
    A day which is not a Saturday, Sunday or a public
holiday in England.class meeting
    
    A meeting of the holders of a relevant class of shares.clear days
    
    This period of a notice is the number of days between,
but not including, the day when the notice is given or
deemed (considered) to be given and the day for which
it is given or on which it is to take effect.committee
    
    A committee of the Board, appointed with powers
delegated in line with Article 85.Companies Act
    
    The Companies Act 2006.Company Communications 
Provisions
    
    Sections 1143 to 1148, Section 1168 and Schedules 4
and 5 of the Companies Act.corporate representative
    
    A person or persons, authorised by a companywhich is
a shareholder, to act as its corporate representative
or corporate representatives at a General Meetingor
class meetingwhich the companyis entitled to attend.CREST Regulations
    
    The Uncertificated Securities Regulations 2001.Director
    
    A Director of NG.electronic form
    
    Includes any notice, document or information sent or
supplied electronicallyor through any other medium
(including sending by email, posting on a website,
sending by fax or by sending a disk by post).existing shares (of any 
kind)
    
    Shareswhich are in issueat the relevant time.General Meetingor meeting
    
    A meeting of our shareholders(including any satellite
meeting as set out in Article 32) which is an Annual
General Meetingor any other General Meeting, as set
out in Article 28.in writing
    
    Written by hand or produced by any substitute for
writing including anything in electronic form.Interested Directors
    
    Directorswho have or could have a direct or indirect
interest in a matter which conflicts, or could
conflict, with ourinterests.law
    
    The Companies Acts, and all other laws and regulations
applying to NG(including the UKLAsrules) or our
shareholdersas the case may be.London Stock Exchange
    
    The London Stock Exchange plc.NG
    
    National Grid plc.operator
    
    CRESTCO Limited or any other operator of a relevant
systemunder the CREST Regulations.
 2




---



##### 



Words
    
    Definitionspaid up shareor other 
security
    
    Includes a shareor other security which is treated
(credited) as paid up.pay
    
    Includes any kind of reward or payment for services.Procedural Resolution
    
    A resolution at a General Meetingwhich in the
chairmans opinion is of a procedural nature (such as
a resolution on the choice of a chairman of the
General Meeting, a resolution to adjournthe General
Meetingor a resolution to correct an obvious error in
a Substantive Resolution).Register
    
    Ourregister of shareholders.registered office
    
    Ourregistered office.seal
    
    OurCommon Seal, or any official seal wekeep under
Section 50 of the Companies Act(called a securities
seal).shareholder
    
    A holder of our shares.shareholders meeting
    
    Includes both a General Meetingand a class meetingof
NG.shares
    
    Ourordinary shares or any other class of ourshares
which are created.Statutes
    
    The Companies Acts, the CREST Regulationsand every
other law currently in force which concern companies
and affect us.Substantive Resolution
    
    Any resolution at a General Meeting, other than a
Procedural Resolution.UK Listing AuthorityorUKLA
    
    The Financial Services Authority acting in its
capacity as the competent authority for the purposes
of the Financial Services and Markets Act 2000.United Kingdom
    
    Great Britain and Northern Ireland.we, us, our
    
    National Grid plc.
 2.2
    
    References to a debentureinclude debenture stockand references to a debenture
holder include a debenture stockholder.2.3
    
    Where the Articlesrefer to a person who is automatically entitled to a share by
law, this includes a person who is entitled to the shareas a result of the death, or
bankruptcy, of a shareholder.2.4
    
    Words which refer to a single number also refer to plural numbers, and the other
way around.2.5
    
    References to a person or people include companies, unincorporated associationsand
so on.
 3




---



##### 



2.6
    
    Any headings in these Articlesare only included for convenience. They do not
affect the meaning of the Articles.2.7
    
    When an Act, or a section of an Act, is referred to, this includes any amendment to
the Actor section (before or after the adoption of these Articles), as well as where it is
included in a later Act.2.8
    
    When an Actor the Articlesare referred to, the version which is current at the
time will apply.2.9
    
    Where the Articlesgive any power or authority to anybody, this power or authority
can be used on any number of occasions, unless the way in which power or authority is used
does not allow this meaning.2.10
    
    References to the Companies Actshave the meaning given to them by Section 2 of
the Companies Actbut will only apply to provisions which are in force at the relevant date.2.11
    
    Any word which is defined in the Companies Actsor the CREST Regulationsmeans the
same in the Articles, unless the Articlesdefine it differently, or the way in which the word
is used is inconsistent with the definition given in the Companies Actsor the CREST
Regulations.2.12
    
    Where the Articlessay that something can be done by passing an ordinary
resolution, this can also be done by passing a special resolution.2.13
    
    Where the Articlesrefer to any document being made effective, this means being
signed, sealed or executedin some other legally valid way.2.14
    
    Where the Articlesrefer to months or years, these are calendar months or years.2.15
    
    Articleswhich apply to sharescan also apply to stock. References in those
Articlesto shareor shareholderinclude stockor stockholder.2.16
    
    Where the Articlesrefer to sharesin certificated form, this means that ownership
of the sharescan be transferred using a written transfer document (rather than in line with
the CREST Regulations) and that a share certificateis usually issuedto the owner.2.17
    
    Where the Articlesrefer to sharesin uncertificated form, this means that
ownershipof the sharescan be transferred in line with the CREST Regulationswithout using a
written transfer document and that no share certificateis issuedto the owner.2.18
    
    References to officers include Directorsand the Company Secretary, but not the
Auditors.2.19
    
    Where the Articlesrefer to an address, this will include any number or address
(including, in the case of any proxyappointment permitted under Article 52.3, an
identification number of a participant in the relevantsystem) used for sending or receiving
notices, documents or information electronicallyor through a website.2.20
    
    Except where the context requires otherwise, any reference to issuedshares of any
class (whether of NGor of any other company) will not include any shares of that class held
as treasury shares.2.21
    
    References to the systems ruleswill include the rules, regulations, procedures,
facilities and requirements of the relevant systemconcerned.
 4




---



##### 



Shares
 3
    
    Shareholders LiabilitiesEach shareholders liability (as a shareholder) is limited to the amount (if any) that
is unpaid on the sharesthat he or she holds.4
    
    Fractions of shares4.1
    
    If any sharesare consolidatedor divided, the Directorshave the power to deal
with any fractions of shareswhich result. The Directorscan sell any sharesrepresenting
fractions as they think fit and distribute the net proceeds of sale among shareholdersin
proportion to their fractional entitlements in line with the law, their rights and interests.
The Directorscan sell to anyone (including us, if the lawallows this) and can authorise any
person to transfer those sharesto the buyer or in line with the buyers instructions. The
buyer does not need to check how weused the money and their ownershipof the shareswill not
be affected if the sale was irregular or invalid in any way.4.2
    
    So far as the lawallows, when sharesare consolidatedor divided, the Directors
can treat a shareholders shareswhich are held in certificated form and in uncertificated
form as separate shareholdings.4.3
    
    The Directorscan also arrange for any shareswhich result from a consolidationor
division and which represent rights to fractions of sharesto be entered in the Registeras
sharesin certificated form where this makes it easier to sell them.5
    
    The power to reduce capital5.1
    
    The shareholderscan pass a special resolutionto:
 (a)
    
    reduce ourshare capital in any way; or(b)
    
    reduce, in any way, any capital redemption reserve, share premium account, or
other reserve which cannot be distributed.
 This is subject toany restrictions under the Statutes.
 6
    
    Buying back shares6.1
    
    Wecan buy back, or agree to buy back in the future, any sharesof any class
(including redeemableshares), if the lawallows this. Wecan hold such repurchased sharesas
treasury sharesin line with the Companies Act. However, if wehave existing shareswhich are
admitted to the official list maintained by the UK Listing Authorityand which can be
converted into other shareswhich are equity shares, then wecan only buy back equity shares
of that class if:
 (a)
    
    either the terms of issueof the convertible sharespermit usto buy back the
equity shares; or(b)
    
    the buy-back or agreement to buy back has been approved by a special resolution
passed by the holders of the convertible sharesat a separate class meeting.
 6.2
    
    Wehave the right to:
 (a)
    
    sell any treasury shares;
 5




---



##### 



(b)
    
    transfer any treasury sharesfor the purposes of, or to benefit, an employees
share scheme;(c)
    
    receive an allotmentof sharesas fully paidbonus sharesin respect of any
treasury shares;or(d)
    
    receive any amount payable on redemptionof any redeemable treasury shares.
 Wecannot exerciseany other right in respect of treasury shareswehold, including any
right to attend or vote at meetings, to participate in any offer wemake to shareholdersor
to receive any distribution (including in a winding up).7
    
    The special rights of new shares7.1
    
    If weissuenew shares, the new sharescan have rightsor restrictions attached to
them. The rightscan take priority over the rightsof existing shares, or existing sharescan
take priority over the rights of the new shares, or the new sharesand the existing sharescan
rankequally. These rightsand restrictions can apply to sharing in ourprofits or assets.
Other rightsand restrictions can also apply, for example on the right to vote. The powers
conferred by this Article 7.1 are subject tothe provisions of Article 7.4.7.2
    
    The rightsand restrictions referred to in Article 7.1 can be decided by an
ordinary resolutionpassed by the shareholders. The Directorscan also take these decisions if
they do not conflict with any resolution passed by the shareholders.7.3
    
    If the lawallows, the rightsof any new sharescan include rightsfor the holder
or us(or both the holder and us) to have them redeemed. The Directorsmay determine the
terms, conditions and manner of redemptionof any such shares.7.4
    
    The ability to attach particular rightsand restrictions to new sharescan be
restricted by special rightspreviously given to holders of any existing shares.8
    
    The Directors power to deal with shares8.1
    
    The Directorscan decide how to deal with any new shares. The Directorscan:
 (a)
    
    allotthem on any terms, which can include the right to transfer the allotment
to another person before any person has been entered on the Register. This is known as
the right to renouncethe allotment(see also Article 10.1);(b)
    
    grant options to give people a choice to acquire sharesin the future; or(c)
    
    dispose of the sharesin any other way.
 This Article 8.1 is subject tothe provisions of Article 8.3.8.2
    
    The Directorsare free to decide who they deal with, when they deal with the
shares, and the terms on which they deal.8.3
    
    The Directorsmust comply with:
 (a)
    
    the lawrelating to authority, pre-emption rightsand other matters; and(b)
    
    any resolution of a General Meetingwhich is passed under the law.
 6




---



##### 



9
    
    Power to pay commission and brokerage9.1
    
    Wecan use all the powers given by the lawto pay commission or brokerageto any
person who:
 (a)
    
    applies, or agrees to apply, for any new shares; or(b)
    
    gets anybody else to apply, or agree to apply, for any new shares.
 9.2
    
    The rate per cent or amount of the commission paid, or agreed to be paid, must be
disclosed as required by the law. The commission can be paid in either cash or by the
allotmentof fully paidshares, any combination of the two or in any other way allowed by the
law.10
    
    Renouncing allotted but unissued shares10.1
    
    Where a sharehas been allottedto a person but that person has not yet been
entered on the Register, the Directorscan recognise a transfer (called a renunciation) by
that person of their right to the sharein favour of some other person. The ability to
renounce allotmentsonly applies if the terms on which the shareis allottedare consistent
with renunciation. The Directorscan impose terms and conditions regulating renunciation
rights.11
    
    No trusts or similar interests recognised11.1
    
    Wewill only be affected by, or recognise, a current and absolute right to whole
shares. The fact that any share, or any part of a share, may not be owned outright by the
registered owner does not concern us, for example if a shareis held on any kind of trust.11.2
    
    The only exception to Article 11.1 is for any right:
 (a)
    
    which is expressly given by these Articles; or(b)
    
    which wehave a legal duty to recognise.
 Uncertificated shares
 12
    
    Uncertificated shares12.1
    
    Wecan issueshares, and other securities, which do not have certificates. Wecan
also allow existing shares, and other securities, to be held without certificates. Evidence of
ownershipof these sharesand securitiesdoes not involve a certificate. Wecan also allow any
shares, or other securities, to be transferred without using a transfer form. All this applies
so far as the lawallows.12.2
    
    These sharesand other securitiescan, for example, be transferred by using a
relevant system, as defined in the CREST Regulations. Sharestransferred in this way are
called uncertificated shares.12.3
    
    Immediately before any sharesbecome uncertificated shares, the Articleswill only
apply to those sharesso far as they are consistent with:
 (a)
    
    holding those sharesas uncertificated shares;(b)
    
    transferring ownershipof those sharesby using a relevant system; and
 7




---



##### 



(c)
    
    any of the provisions of the CREST Regulations.
 12.4
    
    The Directorscan also lay down regulations which:
 (a)
    
    govern the issue, holding and transfer, and where appropriate, the mechanics of
conversion and redemption, of these sharesand securities;(b)
    
    govern the mechanics for payments involving a relevant system; and(c)
    
    make any other provisions which they consider are necessary to ensure that
these Articlesare consistent with the CREST Regulations, and with any rules or
guidance of an operatorof a relevant system.
 These regulations will, if they say so, apply instead of the other provisions in the
Articlesrelating to certificates, and the transfer, conversion and redemptionof sharesand
other securities, and any other provisions which are not consistent with the CREST
Regulations. If the Directorsdo make any regulations under this Article 12.4, Article 12.3
will still apply to the Articles, read with those regulations.
 Share certificates
 13
    
    Certificates13.1
    
    Except as otherwise provided in these Articles, when a shareholderis first
registered as the holder of any class of sharesin certificated form, they are entitled, free
of charge, to a separate share certificatefor each class of sharesthey hold in certificated
form.13.2
    
    Wemust also satisfy any requirements of the CREST Regulationswhen issuing share
certificates. Where the lawallows, wedo not need to issue share certificates.13.3
    
    If a shareholderreceives more sharesin certificated form of any class, they are
entitled, without charge, to another certificatefor the extra shares.13.4
    
    If a shareholdertransfers part of their sharescovered by a certificate, they are
entitled, free of charge, to a new certificatefor the balance if the balance is also held in
certificated form. Wewill cancel the old certificate.13.5
    
    Wedo not have to issue more than one certificatefor any sharein certificated
form, even if that shareis held jointly.13.6
    
    When wedeliver a certificateto one joint shareholderholding sharesin
certificated form, wetreat this as delivery to all of the joint shareholders.13.7
    
    Wecan deliver a certificateto a broker or agentwho is acting for a person who
is buying the sharesin certificated form, or who is having the sharestransferred to them in
certificated form.13.8
    
    The Directorscan decide how share certificatesare made effective. For example,
they can be:
 (a)
    
    signed by one or more Directors;(b)
    
    sealed with the Seal(or, in the case of shareson a branch register, an
official seal for use in the relevant territory); or
 8




---



##### 



(c)
    
    printed, in any way, with a copy of the Sealor with a copy of the signature of
one or more Directors. The copy can be made or produced mechanically, electronicallyor
in any other way the Directorsapprove as long as it complies with the law.
 13.9
    
    A share certificatemust state the number and class of sharesto which it relates,
their nominal valueand the amount paid up on those shares. It cannot be for sharesof more
than one class.13.10
    
    The time limit for usto provide a share certificatein certificated form is:
 (a)
    
    one month after the allotmentof a new share(or any longer period provided by
its terms of issue); or(b)
    
    five business daysafter a transfer of sharesis presented for registration.
 13.11
    
    Share certificateswill also be prepared and sent earlier where the UK Listing
Authorityrequires it.14
    
    Replacement share certificates14.1
    
    If a shareholderhas two or more share certificatesfor sharesof the same class
which are in certificated form, they can return the certificatesto us, ask usto cancel these
and replace them with a single new certificate. Wecan comply with this request and the
Directorscan require the shareholderto pay ouradministrative expenses for doing so.14.2
    
    A shareholdercan ask usto cancel and replace a single share certificatewith two
or more certificates, for the same total number of shares. Wecan comply with this request and
the Directorscan require the shareholderto pay ouradministrative expenses for doing so.14.3
    
    A shareholdercan ask usfor a new certificateif the original is:
 (a)
    
    damaged or defaced; or(b)
    
    said to be lost, stolen, or destroyed.
 14.4
    
    If a certificatehas been damaged or defaced, wecan ask for the certificateto be
returned to usbefore issuing a replacement. If a certificateis said to be lost, stolen or
destroyed, wecan ask for satisfactory evidence, and an indemnity, before issuing a
replacement.14.5
    
    The Directorscan require the shareholderto pay ouradministrative expenses for
issuing any share certificatesunder Article 14.3.14.6
    
    Any one joint shareholdercan request replacement certificatesunder this Article
14 and wecan treat an application for a replacement certificatemade by one joint shareholder
as being made on behalf of all the shareholdersconcerned.
 Changing share rights
 15
    
    Changing the special rights of shares15.1
    
    Whenever ourshare capital is split into different classes of share, any special
rightsattached to any of these classes can be varied or cancelled:
 (a)
    
    in such a way as provided by those rights; or(b)
    
    if approved by a special resolution;
 9




---



##### 



as long as:
 (a)
    
    the lawallows this; and(b)
    
    the Articlesor rights attached to any class of sharedo not say otherwise.
 The special resolutionmust be passed at a separate meeting of the holders of the relevant
class of shares. This is called a class meeting(the provisions governing a class meeting
are set out in Article 30). Alternatively, the holders of at least three-quarters of the
existing sharesof the class (by nominal value) can give their consent in writing.15.2
    
    The special rightsof a class of sharescan be varied or cancelled:
 (a)
    
    while weare a going concern;(b)
    
    while weare being wound up;or(c)
    
    if weare considering being wound up.
 15.3
    
    This Article 15 also applies to the variation or cancellation of special rightsof
sharesforming part of a class. Each part of the class which is being treated differently is
viewed as a separate class under this Article 15.16
    
    More about the special rights of shares16.1
    
    The special rightsof existing sharesare not regarded as varied, breached or
cancelled if:
 (a)
    
    new sharesare created, or issued, which rankequally with or subsequent to any
other existing sharesin sharing in ourprofits or assets; or(b)
    
    weredeemor buy back ourown shares.
 But this does not apply if the terms of the existing sharesexpressly say otherwise.
 Transferring shares
 17
    
    Transfer forms17.1
    
    Unless the Articlesor terms of issueof any sharessay otherwise, any shareholder
can transfer some or all of their sharesto another person. Every transfer of sharesin
certificated form must be in writing, and either in the usual standard form (known as a stock
transfer form), or in any other form approved by the Directors.17.2
    
    Transfers of uncertificated sharesare to be carried out using a relevant system
and must comply with the CREST Regulations.18
    
    Transferring shares in certificated form18.1
    
    A transfer form for sharesin certificated form must be delivered to the office
where the Registeris kept (or any other place the Directorsmay decide). The transfer form
must have with it:
 (a)
    
    the share certificatefor the sharesto be transferred; and(b)
    
    any other evidence which the Directorsask for to prove that the person wanting
to make the transfer is entitled to do so.
 10




---



##### 



18.2
    
    A transfer form for shares in certificated form must be signed, or made effective
in some other way, by the person making the transfer.18.3
    
    The person making a transfer will be treated as continuing to be the shareholder
until the name of the person the shareis being transferred to is put on the Registerfor that
share.18.4
    
    If weregister a transfer, or if the Directorshave any grounds for suspecting
fraud, wecan keep the transfer form. Otherwise, if the Directorsrefuse to register a
transfer, the transfer form will be returned, when notice of refusal is given, to the person
lodging it.18.5
    
    A transfer form cannot be used to transfer more than one class of shares. Each
class of sharesneeds a separate form.18.6
    
    Wedo not charge a fee for transferring sharesor registering changes relating to
the ownershipof shares.18.7
    
    Transfers cannot be in favour of more than four joint holders.18.8
    
    A transfer form must be properly stamped by HM Revenue & Customs (or its successor
if any) for payment of stamp duty where this is required.19
    
    Refusing to register certain transfers19.1
    
    The Directorscan refuse to register a transfer of any shares:
 (a)
    
    if the relevant conditions in Article 18 are not satisfied;(b)
    
    if the transfer is in favour of a minor, a bankrupt, or a person of unsound
mind; or(c)
    
    where the Boardis obliged or entitled to refuse to do so as a result of any
failure to comply with a notice under Section 793 of the Companies Act(see Article
50).
 19.2
    
    The Directorsdo not have to give any reasons for refusing to register a transfer
of any shares, but if any of those sharesare admitted to the official list maintained by the
UK Listing Authority, the Directorscannot refuse to register a transfer if this would stop
dealings in the sharesfrom taking place on an open and proper basis.19.3
    
    If the Directorsdecide not to register a transfer of a share, they must notify
the person the shares were to be transferred to, in line with Article 18.4. They must do this
no later than two months after we receive the transfer form (in the case of a share in
certificated form) or the instruction from the operatorof the relevant system (in the case of
a share in uncertificated form).20
    
    Overseas branch registers20.1
    
    Wecan use all legal powers to keep an overseas branch register. The Directorscan
make and change any regulations relating to this register, as long as the lawallows this.21
    
    More provisions on uncertificated shares21.1
    
    Subject tothe lawand the CREST Regulations, and apart from any class of share
which is wholly in uncertificated form, the Directorscan decide that any class of sharescan
be held in uncertificated form and that title to such sharescan be transferred by means of a
 11




---



##### 



relevant system, or that sharesof any class should stop being held and transferred as such.21.2
    
    The provisions of these Articlesdo not apply to sharesof any class which are in
uncertificated form if these Articlesare inconsistent with:
 (a)
    
    holding sharesof that class in uncertificated form;(b)
    
    transferring title to sharesof that class by means of a relevant system; or(c)
    
    any provision of the CREST Regulations.
 People automatically entitled to shares by law
 22
    
    If a shareholder dies22.1
    
    If a sole shareholderdies (or a shareholderwho is the last survivor of joint
shareholdersdies), their legal personal representativeswill be the only people who wewill
recognise as being entitled to their shares.22.2
    
    If a shareholderwho is a joint shareholderdies, the remaining joint shareholder
or shareholderswill be the only people who wewill recognise as being entitled to their
shares.22.3
    
    But this Article does not discharge the estate of any shareholderfrom any
liability.23
    
    Registering personal representatives23.1
    
    A person who becomes automatically entitled to a share by lawcan either be
registered as the shareholder, or can select some other person to have the sharetransferred
to. The person who is automatically entitled by lawmust provide any evidence of his
entitlement the Directorsrequire.24
    
    A person who wants to be registered must give notice24.1
    
    If a person who is automatically entitled to shares by lawwants to be registered
as a shareholder, and subject (where relevant) to the systems rules, they must deliver or
send a notice to ussaying that they have made this decision. They must sign this notice, and
it must be in the form, and accompanied by any other documents, which the Directorsrequire.
This notice will be treated as a transfer form. All of the provisions of these Articlesabout
registering transfers of sharesapply to it except that the shareswill only be treated as
being presented for registration under Article 13.10 when wereceive the notice in the form,
and accompanied by any other documents, required by the Directors. The Directorshave the same
power to refuse to register the automatically-entitled person as they would have had in
deciding whether to register a transfer by the person who was previously entitled to the
shares.25
    
    Transfers by a person who is automatically entitled to a share by law25.1
    
    If a person who is automatically entitled to a share by lawwants the shareto be transferred
to another person, they must do the following:
 (a)
    
    for a sharein certificated form, sign a transfer form to the person they have
selected; and
 12




---



##### 



(b)
    
    for a sharein uncertificated form, transfer the shareusing a relevant system.
 25.2
    
    The Directorshave the same power to refuse to register the person selected as
they would have had in deciding whether to register a transfer by the person who was
previously entitled to the shares.26
    
    The rights of people automatically entitled to shares by law26.1
    
    A person who is automatically entitled to a share by lawis entitled to any
dividends or other money relating to the share, even though they are not registered as the
holder of that share. But the Directorscan withhold the dividend and other money until a
person has been properly registered as the shareholderas laid down in the Articles. They can
also withhold the dividend if the person who was previously entitled to the sharecould have
had their dividend withheld.26.2
    
    Unless and until they are registered as the shareholder, the person automatically
entitled to a share by lawis not entitled to:
 (a)
    
    receive noticesof meetings;(b)
    
    attend or vote at meetings; or(c)
    
    (subject toArticle 26.1) any of the other rights and benefits of being a
shareholder.
 Shareholders who cannot be traced
 27
    
    Shareholders who cannot be traced27.1
    
    Wecan sell any sharesat the best price wecan reasonably obtain if:
 (a)
    
    during the period of 12 years before the earliest of the advertisements
referred to in Article 27.1 (b), at least three dividends have been payable on those
sharesand none has been claimed, and no payments sent by usin line with these
Articleshas been cashed;(b)
    
    after this 12-year period, weannounce that weintend to sell the sharesby
placing an advertisement in a national newspaper; and(c)
    
    during this 12-year period, and for three months after the last advertisement
appears, wedo not hear from the shareholderor any person who is automatically
entitled to the shares by law.
 27.2
    
    To sell any sharesin this way, wecan appoint any person to transfer the shares.
This transfer will be just as effective as if it had been signed or made effective in some
other way by the registered holder of the shares, or by a person who is automatically entitled
to the shares by law. The ownershipof the person the sharesare transferred to will not be
affected, even if the sale is irregular or invalid in any way. Nor does the new shareholder
need to take any steps to see how any money they may be paying for the sharesis used.27.3
    
    The net sale proceeds belong to usuntil claimed under this Article 27, but we
must pay these to the shareholderwho could not be traced before wesold the shares, or to the
person who is automatically entitled to their shares by law, if that shareholder, or that
other person, asks for it.
 13




---



##### 



27.4
    
    Wemust record the name of that shareholder, or the person who was automatically
entitled to the shares by law, as a creditor for this money in ouraccounts. The money is not
held on trust, and wedo not have to pay interest on the money. Wecan keep any money which we
have earned on the net sale proceeds. Wecan use the money for ourbusiness, or wecan invest
the money in any way that the Directorsdecide. But the money cannot be invested in our
shares, or in the shares of any of ourholding companies.27.5
    
    In the case of uncertificated sharesheld by shareholderswho cannot be traced,
restrictions under the CREST Regulationswill apply.
 General Meetings
 28
    
    The Annual General Meeting28.1
    
    Unless the lawsays otherwise, wewill hold an Annual General Meetingeach year in
addition to any other General Meetingswhich wehold in the year. The noticecalling the
meetingmust say that the meetingis the Annual General Meeting. We must hold an Annual
General Meetingwithin six months of our accounting reference date. The Directorswill decide
when and where to hold the Annual General Meeting. They can, in accordance with Article 32,
decide to hold an Annual General Meetingor any other General Meetingin more than one
location.29
    
    Notice of General Meetings29.1
    
    Subject toArticle 29.2, wemust give at least 21 clear daysnoticein writing
for every Annual General Meeting. For every other General Meeting, other than a General
Meetingconvened in line with Article 29.2, wemust give at least 14 clear daysnoticein
writing.29.2
    
    Wecan convene a General Meetingby shorter noticethan that specified in Article
29.1, and it will be considered to be properly convened, if:
 (a)
    
    in the case of an Annual General Meeting, all shareholders, entitled to attend
and vote, agree; or(b)
    
    in the case of any other General Meeting, a majority of the shareholders
entitled to attend and vote, and who together hold not less than 95 per cent in nominal
valueof the sharesgiving that right, agree.
 29.3
    
    Any noticeof General Meetingmust:
 (a)
    
    say where the meetingis to be held (and, if the meetingwill be held at more
than one location in accordance with Article 32, state the principal meeting placeand
any other location under Article 32);(b)
    
    give the date and time of the meeting;(c)
    
    give the general nature of the business of the meeting;(d)
    
    say if any resolution will be proposed as a special resolution;(e)
    
    say that a shareholderwho can attend, speak and vote can appoint one or more
proxies(who need not be shareholders) to vote for him or her;(f)
    
    state the address where appointments of proxyare to be delivered; and
 14




---



##### 



(g)
    
    state whether the meetingis an Annual General Meetingor any other General
Meeting.
 29.4
    
    Wemust send noticesof meetingsto the shareholders, except in cases where the
Articlesor the rights attached to sharesstate that the holders are not entitled to receive
them from us. Wemust also give noticeto the Auditorsand Directors. The day weserve the
notice, or it is treated as served, and the day of the meetingdo not count towards the period
of notice.29.5
    
    In relation to any class of shares, wecan decide that only people who are entered
on the Registerat the close of business on a particular day are entitled to receive such a
notice. Wewill choose that day and it will fall not more than 21 days before wesend the
notice.29.6
    
    If wecannot call a General Meetingby sending noticesthrough the post, because
the postal service is suspended or restricted in the United Kingdom, the Directorscan call
the meetingby publishing a noticein at least one United Kingdomnational newspaper. Notice
published in this way will be treated as being properly served on shareholderswho are
entitled to receive it. Wecan still:
 (a)
    
    make the noticeavailable on ourwebsitefrom the date it appears in the
national newspaper until the meetingor any adjournedmeetingends;(b)
    
    serve the noticeelectronically; and(c)
    
    if it becomes possible to use the postal service again more than seven days
before the meeting, wemust send confirmation of the noticethrough the post to those
shareholderswho did not receive the notice electronically.
 29.7
    
    Unless the Companies Actdoes not require it, if wereceive a requestin writing
from the number of shareholdersspecified in the Companies Actand in line with Article 29.8
and the Companies Act, wemust send to shareholders:
 (a)
    
    entitled to receive noticeof the next Annual General Meeting, noticeof any
resolution which can properly be proposed and is intended to be proposed at that
meeting; and(b)
    
    entitled to receive noticeof any General Meeting, a statement from the
shareholdersrequesting it of not more than one thousand words about the matter
referred to in any proposed resolution or the business to be dealt with at that
meeting.
 Wewill give noticeof any resolution and circulate any appropriate statement, to our
shareholderswho are entitled to have noticeof the General Meetingsent to them.29.8
    
    If, before the end of the financial year preceding the next Annual General
Meeting, wereceive a request (that complies with the requirements of the Companies Act) to
circulate a resolution or statement, and it is in a form acceptable to the Directors, wewill
send out the resolution or statement without cost to the shareholdersrequesting it.
Otherwise, wemay require the shareholderswho requested it to deposit or pay a reasonable sum
to meet ourexpenses to circulate the resolution or statement.29.9
    
    No proceedings at any General Meetingwill be invalidated if weaccidentally fail
to give noticeof the meetingor to send an instrument of proxyto any shareholder.
 15




---



##### 



30
    
    Class meetings30.1
    
    All the Articlesrelating to General Meetingsor meetingsapply, with any
necessary changes, to a class meeting, but with the following adjustments.
 (a)
    
    At least two people who hold (or who act as proxiesfor) at least one-third of
the total nominal valueof the existing sharesof the class are a quorum. However, if
this quorumis not present at an adjournedclass meeting, one person who holds shares
of the class, or his proxy, is a quorum.(b)
    
    On a poll, the holders of shareswill have one vote for every shareof the
class they hold.
 This is subject toany special rightsor restrictions which are attached to any class of
sharesby the Articles, or when rights are attached to sharesin some other way under the
Articles.31
    
    Moving a General Meeting at short notice31.1
    
    If the Directorsconsider that it is impractical, undesirable or unreasonable, to
hold a General Meetingat the place, time or on the date stated in the noticecalling the
meeting, they can change any or all of these things. If the Directorsdo this, an announcement
of the date, time and place of the rearranged meetingwill, if practical, be published in at
least one United Kingdomnational newspaper and on ourwebsite. Noticeof the business of the
meetingdoes not need to be given again. The Directorsmust take reasonable steps to ensure
that any shareholdertrying to attend the meetingat the original time and place is informed
of the new arrangements. If a meetingis rearranged in this way, proxy formscan be delivered,
in the way required by Article 51, until 48 hours before the rearranged meeting. The Directors
can also move or postpone the rearranged meeting, or both, under this Article 31.32
    
    Satellite meeting places32.1
    
    To assist with the organisation and administration of any General Meeting, the
Directorsmay decide that the General Meetingwill be held at more than one location.32.2
    
    For the purposes of these Articles,any General Meetingtaking place at two or
more locations will be treated as taking place where the chairman of the meetingis in
attendance (to be known as the principal meeting place) and any other location where that
meetingtakes place is referred to in these Articlesas a satellite meeting.32.3
    
    A shareholderpresent in person or by proxyat a satellite meetingmay be counted
in the quorumand can exercise all rights that they would have been able to exercise if they
were present at the principal meeting place.32.4
    
    The Directorscan make and change such arrangements as they consider appropriate
to:
 32.4.1
    
    ensure that all shareholdersand proxiesfor shareholderswanting to attend the
meetingcan do so;32.4.2
    
    ensure that all persons attending the meetingare able to take part in the business
of the meetingand to see and hear anyone else addressing the meeting;32.4.3
    
    ensure the safety of persons attending the meetingand the orderly conduct of the
meeting; and
 16




---



##### 



32.4.4
    
    restrict the numbers of shareholdersand proxiesat any one location to a number that
can be safely and conveniently accommodated there.
 32.5
    
    Whether any shareholderor proxyis entitled to attend a satellite meetingwill
depend on any arrangements then in force and stated in the noticeof meetingor adjourned
meeting.32.6
    
    If the communication equipment fails or if any other arrangements fail for
shareholders to take part in the meetingat more than one place, the chairman may adjournthe
meetingunder Article 38. Such an adjournmentwill not affect the validity of such meeting, or
any business conducted at such meetingup to the point it is adjourned, or any action taken
following such a meeting.32.7
    
    A person (known as a Satellite Chairman) may be appointed by the Directorsto
preside at each satellite meeting. Every Satellite Chairmanappointed:
 32.7.1
    
    will carry out all requests made by the chairman of the General Meeting;32.7.2
    
    can take whatever action they think necessary to maintain the proper and orderly
conduct of the satellite meeting; and32.7.3
    
    will have all powers necessary or desirable to carry out these duties.
 Proceedings at General Meetings
 33
    
    The chairman of a General Meeting33.1
    
    The chairman of the Boardwill be the chairman at every General Meeting, if they
are willing and able to take the chair. If the chairman notifies the Directorsthat they will
not attend the General Meeting, the Directorswill, in advance of the General Meeting, appoint
a Directorto chair the meeting.33.2
    
    Subject toArticle 33.1, if wedo not have a chairman, or if the chairman is not
willing and able to chair the meeting, after waiting ten minutes from the time that a meeting
is due to start, the Directorswho are present will choose one of themselves to act as
chairman. If there is only one Directorpresent, they will be chairman, if they agree.33.3
    
    If there is no Directorwilling and able to be chairman, or if no Directoris
present within 15 minutes of the time fixed for the meeting, then the shareholderswho are
personally present at the meetingand entitled to vote will pass an ordinary resolutionto
decide which one of them is to be chairman. A proxycannot be appointed as the chairman.33.4
    
    Any resolution (including any amending resolution) proposed by the chairman of the
meetingdoes not need to be seconded.33.5
    
    To avoid any doubt, nothing in the Articlesrestricts or excludes any of the
powers or rights of a chairman of a meetingwhich are given by the general law.34
    
    Security and other arrangements at General Meetings34.1
    
    The Directorscan put in place any arrangements or restrictions they think
necessary to ensure the safety and security of people attending a General Meetingand the
orderly conduct of the meeting, including requiring those attending to submit to searches.34.2
    
    The chairman of a meetingcan take any action they consider appropriate for:
 17




---



##### 



(a)
    
    the safety of people attending a General Meeting(including searching anyone
attending or any other precautions);(b)
    
    proper and orderly conduct at a General Meeting; or(c)
    
    the meetingto reflect the wishes of the majority.
 34.3
    
    The chairman of the meetingcan refuse entry to anyone attending a General Meeting
who refuses a security search or will not otherwise comply with any security arrangements or
restrictions.34.4
    
    If anyone has gained entry to a General Meetingand refuses to comply with any
security arrangements or restrictions, or disrupts the proper and orderly conduct of the
General Meeting, the chairman can at any time, without the consent of the General Meeting,
order this person to leave or be removed from the General Meeting.34.5
    
    The chairman of the meetingcan invite any person to attend and speak at the
General Meetingwho they consider has the knowledge or experience of ourbusiness to assist in
the deliberations of the meeting.34.6
    
    The chairmans decision on points of order, matters of procedure or matters
arising incidentally out of the business of a General Meetingwill be final, as will their
decision, acting in good faith, on whether a point or matter is of this nature.35
    
    Overflow meeting rooms35.1
    
    The Directorscan arrange for any people who cannot be
seated in the main meetingroom, where the chairman will be, to
attend and take part in a General Meetingin an overflow room
or rooms. Any overflow room will have appropriate links with
the main room as required by the lawand will enable
audio-visual communication between the meetingrooms throughout
the meeting. Wewill give details of any arrangements under
this Article 35 in the noticeof the meeting, but if wefail to
do this, it will not invalidate the meeting. The Directorscan
decide how to divide people between the main room and an
overflow room. If an overflow room is used, the meetingwill be
treated as being held, and taking place, in the main room and
the meetingwill consist of all people who are attending in
both the main room and the overflow room.36
    
    The quorum needed for General Meetings36.1
    
    Before a General Meetingstarts to do business, there must be a quorumpresent. If
there is not, the meetingcannot carry out any business other than appointing a chairman.
Unless the Articlessay otherwise, a quorumfor all purposes is two people who are entitled to
attend and vote.37
    
    The procedure if there is no quorum37.1
    
    This Article applies if a quorumis not present within 10 minutes of the time
fixed for a General Meetingto start or within any longer period of up to one hour which the
chairman can decide on or, if during a meeting, a quorumis no longer present.37.2
    
    If the meetingwas called by shareholders, it is dissolved. Any other meetingis
adjournedto another day, time and place stated in the noticeof meeting. If the noticedoes
not contain these details, the meetingis adjournedto a day, time and place decided by the
chairman, not less than 10 days and not more than 28 days later.
 18




---



##### 



37.3
    
    Wewill give at least seven clear daysnoticeof any adjournedmeetingwhere the
meetingwas adjourneddue to not being quorate, and the noticewill specify that if two
shareholdersare present (whatever the number of sharesheld by them) they will be a quorum.37.4
    
    If at the adjournedmeetinga quorum(two shareholders) is not present within five
minutes of the time fixed for it, the meetingis dissolved.38
    
    Adjourning General Meetings38.1
    
    The chairman of a General Meetingcan adjournthe meeting, before or after it has
started, and whether or not a quorumis present, if the chairman considers that:
 (a)
    
    there is not enough room for the number of shareholderswho want to attend the
meeting;(b)
    
    the behaviour of the people present prevents, or is likely to prevent, the
business of the meetingbeing carried out in an orderly way; or(c)
    
    an adjournmentis necessary for the safety of the people attending the meeting
or for any other reason so that the business of the meetingcan be properly carried
out.
 The chairman does not need the consent of the meetingto adjournit for any of these
reasons. This includes an indefinite adjournment. The adjournmentwill be to another time,
which can be later on the same day or on a new date, and can be to another place. The
chairman will decide on these matters.38.2
    
    The chairman of a General Meetingcan also adjourna meetingwhich has a quorum
present, if this is agreed by the meeting. This can be to a time, date and place proposed by
the chairman. It includes an indefinite adjournment. The chairman must adjournthe meetingif
the meetingdirects the chairman to. In these circumstances the meetingwill decide how long
the adjournmentwill be, and where it will adjournto. If a meetingis adjournedindefinitely,
the Directorswill subsequently fix the time, date and place of the adjournedmeeting.38.3
    
    General Meetingscan be adjournedmore than once. But if a meetingat which a
quorumis present is adjournedfor more than 30 days, or indefinitely, wemust give at least
seven clear daysnoticefor the adjournedmeetingin the same way as was required for the
original meeting. If a meetingis adjournedfor less than 30 days, wedo not need to give
noticeabout the adjournedmeeting, or about the business to be considered there. Sufficient
noticeis given if wepublish an advertisement in at least one national daily newspaper in the
United Kingdomseven clear daysbefore the adjournedmeeting.38.4
    
    An adjournedGeneral Meetingcan only deal with business that could have been
dealt with at the original meetingbefore it was adjourned.39
    
    Amending resolutions39.1
    
    In the case of a resolution duly proposed as a special resolution, no amendment to
that resolution (other than an amendment to correct an obvious error) can be considered or
voted on.
 19




---



##### 



39.2
    
    In the case of a resolution duly proposed as an ordinary resolution, no amendment
to that resolution (other than an amendment to correct an obvious error) can be considered or
voted on unless:
 (a)
    
    noticeof the terms of the amendment and of the intention to move the amendment
have been:
 (i)
    
    lodged in writing at the registered office; or(ii)
    
    received electronically, with the noticeof meeting, at the
address specified for receiving noticesin electronic form,
 at least two clear business daysbefore the time appointed for holding the meeting
or adjournedmeetingat which the resolution is to be proposed; and(b)
    
    the chairman of the meetingdecides in good faith that it can be considered and
voted on.
 39.3
    
    If the chairman, acting in good faith, rules an amendment to a resolution out of
order, any error in that ruling will not affect the validity of a vote on the original
resolution.40
    
    Proxies, Corporate Representatives and Directors speaking at General Meetings40.1
    
    Proxiesand corporate representativescan speak at a General Meeting.40.2
    
    A Directorwho is not a shareholdercan still attend and speak at a General Meeting.
 Voting procedures
 41
    
    All votes decided on a poll41.1
    
    Substantive Resolutionsat a General Meetingwill be decided on a poll(whether or
not one is demanded) and any Procedural Resolutionwill be decided on a show of handsunless a
pollis (before or on the declaration of the result of the show of hands) demanded.41.2
    
    A pollcan be demanded by:
 (a)
    
    the chairman of the meeting;(b)
    
    at least five shareholdersat the meetingwho are entitled to vote (including
proxiesof shareholdersentitled to vote);(c)
    
    one or more shareholdersat the meetingwho are entitled to vote and who have,
between them, at least 10 per cent of the total votes of all shareholderswho have the
right to vote at the meeting(including proxiesfor shareholdersentitled to vote); or(d)
    
    one or more shareholderswho have shareswhich allow them to vote at the
meeting(including proxiesof shareholdersentitled to vote), where the total amount
which has been paid upon these sharesis at least 10 per cent of the total sum paid up
on all shareswhich give the right to vote at the meeting.
 41.3
    
    A proxy formgives the proxythe authority to demand a poll, or to join others in
demanding one. A demand for a pollmade by a proxyfor a shareholderis treated in the same
way as a demand by the shareholderthemself.
 20




---



##### 



41.4
    
    A demand for a pollcan be withdrawn before the earlier of the time at which the
pollis taken and the close of the meetingif the chairman agrees to this. If a pollis
demanded, and this demand is then withdrawn, any declaration by the chairman of the result of
a vote on that resolution by a show of hands, which was made before the pollwas demanded,
will stand. If a demand is withdrawn, any other shareholderentitled to demand a pollmay do
so.42
    
    How a poll is taken42.1
    
    If a pollis taken or demanded in line with the Articles, the chairman of the
General Meetingdecides where, when and how the pollwill be carried out. The result is
treated as the decision of the meetingwhere the pollwas taken or demanded, even if the poll
is carried out after the meeting.42.2
    
    The chairman can:
 (a)
    
    decide that a ballot, voting papers, tickets or electronic means, or any such
combination, will be used;(b)
    
    appoint scrutineers (who need not be shareholders);(c)
    
    adjournthe meetingto a day, time and place which they decide on for the
result of the pollto be declared; or(d)
    
    decide a time and place where the result of the pollwill be declared.
 42.3
    
    On a poll, a shareholdercan vote either personally or by his proxy. A shareholder
can appoint more than one proxyto attend on the same occasion. If a shareholdervotes on a
poll, they do not have to use all their votes or cast all their votes in the same way. Unless
their appointment provides otherwise, and subject tothe Articles, a proxycan vote or not at
their discretion on any matter at the meeting.42.4
    
    A demand for a pollon a Procedural Resolutiondoes not stop a meetingfrom
continuing and dealing with other matters. If a demand for a pollhas been withdrawn, the
chairman may give such directions as the chairman considers necessary to ensure that the
business of the meetingproceeds as if the demand had not been made.43
    
    Timing of a poll43.1
    
    A pollcan either be taken immediately at the meetingor within 30 days and at a
place decided on by the chairman. No noticeis required for a pollwhich is not taken
immediately if the time and place it is to be taken are announced at the General Meeting. If
the time and place the pollis to be taken are not announced at the meeting, wemust give
seven clear daysnoticeof the time and place the pollis to be taken.44
    
    The chairmans casting vote44.1
    
    If the votes are equal, either on a pollor a show of hands, the chairman of the
General Meetingis entitled to a further, casting vote. This is in addition to any other votes
which the chairman may have as a shareholderor as a proxy.
 21




---



##### 



45
    
    The effect of a declaration by the chairman45.1
    
    Any declaration by the chairman on a point of order is conclusive. In addition, a
corresponding entry in the minute book is conclusive proof of the following declarations by
the chairman of the General Meeting:
 (a)
    
    a resolution has been passed or not passed; or(b)
    
    a resolution has been passed by a particular majority.
 There is no need to prove the validity, number or proportion of votes recorded for or
against a resolution.
 Voting rights
 46
    
    The votes of shareholders46.1
    
    Subject toArticle 46.2, when a shareholderor a duly appointed proxyis entitled
to attend a General Meetingand vote, a shareholderor a duly appointed proxyhas only one
vote on a show of hands. On a polla shareholderhas one vote for every sharewhich they hold.
On a poll, a duly-appointed proxyor a corporate representativewho is entitled to be present
and to vote, has one vote for every share for which they have been appointed. This is subject
toany special rightsor restrictions which are given to any class of sharesby, or in line
with, the Articles.46.2
    
    To decide who can attend or vote at a General Meetingand how many votes can be
cast, the noticeof the meetingcan give a time by which people must be entered on the
Registerin order to be entitled to attend or vote at the meeting. This time must be 48 hours
or less before the time fixed for the meeting.47
    
    Shareholders who owe us money47.1
    
    Unless the Articlessay otherwise, shareholderswho have not paid usall sums
relating to their shareswhich are due at the time of the meetingcannot attend or vote at
General Meetingsor exerciseany other right conferred by being a shareholderin relation to
General Meetings. This applies both to attending a meetingpersonally and to attending by
proxyor corporate representative.48
    
    Votes of shareholders who are of unsound mind48.1
    
    This Article 48 applies where:
 (a)
    
    a shareholderis of unsound mind; and(b)
    
    a court which claims jurisdiction to protect people who are unable to manage
their own affairs has made an order detaining a shareholderor appointing a person to
manage their property or affairs.
 48.2
    
    The person or people appointed to act for the shareholdercan vote for the
shareholderand exerciseother rights at General Meetings. This includes appointing a proxy,
voting on a show of handsand voting on a poll. However, this Article 48 only applies if they
deliver any evidence which the Directorsmay require of their authority to do these things to
the office where the Registeris kept (or at any other place which can be specified in line
with these Articles) at least 48 hours before the relevant meeting(or adjournedmeeting).
 22




---



##### 



49
    
    The votes of joint holders49.1
    
    Where a shareis held by joint shareholdersany one joint shareholdercan vote at
a General Meeting(either personally or by proxy). If more than one of the joint shareholders
votes (either personally or by proxy), the only vote which will count is the vote of the
person whose name is listed before the other voters on the Registerfor the share.
 Restrictions on shareholder voting
 50
    
    Suspending shareholder rights on non-disclosure of interest50.1
    
    If any shareholder, or any person appearing to be interested in sharesheld by the
shareholder, has been properly served with a notice under Section 793 of the Companies Act
which requires information about interests in shares (a Section 793 notice), and has not
supplied uswith the information required within 14 days of the date of the notice, then
(unless the Directorsdecide otherwise) this Article 50 will apply. Until they provide the
information, the shareholderwill not be entitled to attend or vote personally or by proxyor
by a corporate representativeat a shareholders meetingor to exerciseany other right in
relation to shareholders meetingsas holder of:
 (a)
    
    the sharescovered by the notice (called default shares);(b)
    
    any further shareswhich are issuedin respect of default shares; and(c)
    
    any other sharesheld by the shareholderholding the default shares.
 50.2
    
    Any person who acquires sharessubject tothe restrictions under Article 50.1 is
limited by the same restrictions, unless:
 (a)
    
    the transfer was an approved transfer(see Article 50.9); or(b)
    
    the transfer was by a shareholderwho has supplied the information required by
the notice under Article 50.1.
 50.3
    
    Where the default sharesrepresent 0.25 per cent or more of the existing sharesof
a class the Directorscan, by a notice (a Section 793 Notice) to the shareholder, direct that:
 (a)
    
    weretain any dividend or part of a dividend or other money which would
otherwise be payable on the default shares(without any liability to pay interest when
such money is finally paid to the shareholder) and the shareholderwill not be entitled
to elect to receive sharesinstead of a dividend; and(b)
    
    subject toArticle 50.4, no transfer of any of the sharesheld by the
shareholderwill be registered unless:
 (i)
    
    the transfer is an approved transfer(see Article 50.9); or(ii)
    
    the shareholderhas supplied the information required and the
transfer is of part only of their holding; and(iii)
    
    when presented for registration, the transfer is accompanied
by a certificate. This certificatemust be in a form satisfactory to the
Directorsand state that, after due and careful enquiry, the shareholderis
satisfied that none of the sharesincluded in the transfer are default shares.
 23




---



##### 



50.4
    
    Any Section 793 Noticecan treat sharesof a shareholderin certificated and
uncertificated form as separate shareholdings and either apply only to sharesin certificated
form or to sharesin uncertificated form or apply differently to sharesin certificated and
uncertificated form. In the case of sharesin uncertificated form, the Directorscan only use
their discretion to prevent a transfer if this is allowed by the CREST Regulations.50.5
    
    Wemust send a copy of the Section 793 Noticeto every person who appears to be
interested in the sharescovered by the notice, but if wefail to do so, this does not
invalidate the notice.50.6
    
    The effect stated in a Section 793 Noticecontinues until the information required
has been supplied. It ceases to apply when the Directorsdecide (which they must do within one
week of the default being resolved). Wemust give the shareholderwritten notice of the
Directorsdecision.50.7
    
    A Section 793 Noticealso ceases to apply to any shareswhich are transferred by a
shareholderin a transfer which would be permitted under Article 50.3 even where a Section 793
Noticerestricts transfers.50.8
    
    For the purposes of this Article 50, a person is treated as appearing to be
interested in any sharesif the shareholderholding the shareshas been served with a notice
under Section 793 of the Companies Actand:
 (a)
    
    the shareholderhas named the person as being interested; or(b)
    
    (after taking into account the response of the shareholderto the notice and
any other relevant information) weknow or have reasonable cause to believe that the
person in question is or may be interested in the shares.
 50.9
    
    For the purposes of this Article 50, a transfer of sharesis an approved transfer
if:
 (a)
    
    it is a transfer of sharesto a person offering to buy them or under an
acceptance of a take-over offer(as defined in Section 974 of the Companies Act); or(b)
    
    the Directorsare satisfied that the transfer is made following a sale in good
faith of the whole of the beneficial ownershipof the sharesto a party unconnected
with the shareholderor with any person appearing to be interested in the shares. This
includes a sale made through the London Stock Exchangeor any other stock exchange on
which the sharesare normally traded. For this purpose any associate (as that term is
defined in Section 435 of the Insolvency Act 1986) is included among the people who are
connected with the shareholderor any person appearing to be interested in the shares.
 50.10
    
    For the purposes of this Article 50, interested has the same meaning as in
Section 793 of the Companies Act.50.11
    
    For the purposes of this Article 50, reference to a person having failed to give
usthe information required by a Section 793 Notice, or being in default of supplying such
information, includes:
 (a)
    
    their failure or refusal to give all or any part of it;(b)
    
    giving information which they know to be materiallyfalse; or(c)
    
    having recklessly given information which is materiallyfalse.
 24




---



##### 



50.12
    
    This Article 50 does not restrict in any way the provisions of the Companies Act
which apply to failures to comply with notices under Section 793 of the Companies Act.
 Proxies
 51
    
    Completing proxy forms51.1
    
    A proxy formcan be in any form which is commonly used, or in any other form,
which the Directorsapprove.51.2
    
    A proxy formmust be in writing. A proxy formgiven by an individual shareholder
must be signed by the shareholderappointing the proxy, or by an agent who has been properly
appointed in writingor authenticated in line with Article 122. If a proxyis appointed by a
company, the form should be either sealed with the companysseal or signed by an officer or
an agent who is properly authorised to act for the companyor authenticated in line with
Article 122. Unless shown otherwise, the Directorsare entitled to assume that where a proxy
formappears to have been signed by an officer or agent of a company, the officer or agent was
authorised to sign by the company, without requiring any further evidence. Signatures or
authentication need not be witnessed.51.3
    
    Subject tothe law, all noticesconvening General Meetingswhich are sent to
shareholdersentitled to vote at the General Meetingmust be accompanied by a proxy format
ourexpense.51.4
    
    If weaccidentally fail to send out a proxy formto a shareholderentitled to it
(or they do not receive the proxy form) it will not invalidate any resolution passed or
proceedings at the General Meetingto which the proxy formrelates.51.5
    
    A shareholdercan appoint more than one proxyto attend, vote and speak at the
same meetingprovided that each proxyis appointed to exercise the rights attached to a
different shareor sharesheld by that shareholder. Depositing the proxy formdoes not prevent
a shareholderfrom attending and voting at the meetingor at any adjournmentof it.51.6
    
    A proxyneed not be a shareholder.51.7
    
    Proxiesare appointed for 12 months from the date the proxyform is signed and
dated, but the appointment will remain valid after 12 months for the purposes of a pollor an
adjournedmeeting, if the pollwas demanded or the adjournmentmoved at a meetingheld within
the 12-month period.52
    
    Delivering completed proxy forms52.1
    
    A completed proxy formmust be delivered to the place stated in the noticeof
General Meeting, or in the proxy form, or, if no place is stated, to the office where the
Registeris kept. If the Directorsdecide to accept proxiesdelivered electronically,the
proxiesmust be delivered in the way that the Directorsspecify.A proxy formmust be delivered at least:
 (a)
    
    48 hours before a General Meetingor an adjournedmeeting;(b)
    
    24 hours before a pollis taken, if the pollis taken more than 48 hours after
it was demanded; or
 25




---



##### 



(c)
    
    48 hours before a meetingor an adjournedmeeting, if the pollis taken within
48 hours of the meetingor an adjournedmeeting.
 In calculating the time periods in this Article 52.1, the Directorscan decide to exclude
any part of any day which is not a business day.52.2
    
    As far as the lawpermits, Directorscan decide to accept proxiesdelivered
electronically(see Article 52.3), subject toany limitations, restrictions or conditions they
decide to apply. Wemay choose not to apply Articles 52.1 and 52.2 in relation to a proxy form
delivered in this way. If a proxy formis signed by an agent, the power of attorneyor other
authority granted to the agent to sign it, or a copy which has been certified, must be
delivered with the proxy form, unless the power ofattorney has already been registered with
us.52.3
    
    In relation to any sharesin uncertificated form, the Directorscan permit a proxy
to be appointed electronicallyin the form of an uncertificated proxy instruction. They can
also permit any supplement to, or amendment or withdrawal of, any such instruction by a
further uncertificated proxy instruction. The Directorscan set out the method of determining
when weshould consider wereceived any such instruction. The Directorscan treat any such
instruction which appears or claims to be sent on behalf of the shareholderas sufficient
evidence that the person sending the instruction is authorised to send it on behalf of that
shareholder.52.4
    
    If Article 52 is not met, the proxywill not be able to act for the person who
appointed them.52.5
    
    Where two or more proxy formsare delivered for use by the same shares, wewill
treat the one which has been delivered last as replacing and revokingthe others which have
been delivered.52.6
    
    Unless the proxy formsays otherwise, it will be valid at an adjournedGeneral
Meetingas well as for the original General Meetingit relates to.52.7
    
    Once a proxy formrelating to more than one meeting(including any adjourned
meeting) has been delivered, it does not need to be delivered for each following meetingit
relates to.52.8
    
    A shareholdercan attend and vote at a General Meetingeven if they have appointed
a proxyto attend, vote and speak at that meeting. However, if they vote in person on a
resolution, their appointment of a proxywill not be valid on that resolution.53
    
    Cancelling a proxys authority53.1
    
    Any vote cast in the way a proxy formauthorises, or any demand for a pollmade by
a proxy, will be valid even though:
 (a)
    
    the person who appointed the proxyhas died or is of unsound mind;(b)
    
    the proxy formhas been withdrawn; or(c)
    
    the authority of the person who signed the proxy formfor the shareholderhas
been withdrawn.
 53.2
    
    However, this does not apply if notice of the fact has been received at the office
where the Registeris kept (or at such other place at which the proxywas validly deposited)
before:
 (a)
    
    the General Meetingor adjournedmeetingstarts; or
 26




---



##### 



(b)
    
    the time fixed to take a pollon a later day;
 when the proxy formis used.54
    
    Representatives of companies54.1
    
    Subject to the Statutes, a companywhich is a shareholdercan authorise one or
more persons to act as its representative or representatives at any General Meetingor any
class meetingwhich it is entitled to attend. Each person will be called a corporate
representative.55
    
    Challenging votes55.1
    
    Any objection to the right of any person to vote must be made at the General
Meeting(or adjournedmeeting) at which the vote is cast. This also applies to any objection
about the counting of any vote or the failure to count any vote. If a vote is not disallowed
at a meeting, it is valid for all purposes. Any objection must be raised with the chairman of
the meetingand the chairmans decision is final.
 Directors
 56
    
    The number of Directors56.1
    
    There must be at least two Directors(other than alternate directors). But the
shareholderscan increase this minimum by passing an ordinary resolution. There is no maximum
number of Directors.57
    
    Qualification to be a Director57.1
    
    A Directorneed not be a shareholder.58
    
    Directors fees58.1
    
    Under this Article 58.1, each of the Directors, other than a Directoracting in an
executive capacity, will be paid a fee for their services. The Directorsor a committeecan
decide on the amount, timing and way of paying Directorsfees, but the total of the fees paid
to all of the Directors(excluding amounts paid as special payunder Article 59, amounts paid
as expenses under Article 60 and any payments under Article 61) must not exceed:
 (a)
    
    £2,000,000 a year; or(b)
    
    any higher sum decided on by an ordinary resolutionat a General Meeting.
 58.2
    
    The fee will accrue from day to day and any Directorholding office as a Director
for only part of the period covered by the fee is only entitled to a pro-rata share for that
part of the period.59
    
    Special pay59.1
    
    The Directorsor any committeecan award special payto any Directorwho:
 (a)
    
    acts in an executive capacity;(b)
    
    serves on any committee;
 27




---



##### 



(c)
    
    performs any other services which the Directorsconsider to extend beyond the
ordinary duties of a Director;(d)
    
    devotes special attention to the business of NG; or(e)
    
    goes or lives abroad on ourbehalf.
 59.2
    
    Special paycan take the form of salary, commission or other benefits, or can be
paid in some other way (for example by issuing shares). This is decided on by the Directorsor
any committeeand can be a fixed sum or percentage of profits or otherwise.59.3
    
    Special payis additional to fees paid under Article 58.1.60
    
    Directors expenses60.1
    
    Wecan also repay a Directorstravelling, hotel and other expenses properly incurred:
 (a)
    
    to attend and return from shareholders meetings(including any class
meetings);(b)
    
    to attend and return from Directorsmeetings;(c)
    
    to attend and return from meetings of committees; or(d)
    
    in other ways in connection with ourbusiness.
 61
    
    Directors pensions and other benefits61.1
    
    The Directorsor any committeecan decide whether to award:
 (a)
    
    pensions;(b)
    
    annual payments;(c)
    
    gratuities; or(d)
    
    other allowances or benefits
 to any people who are or were Directors, executive officers, officers, or employees of NGor
of any subsidiaryor former subsidiaryof NG, or of any predecessor in business of NGand to
any member of their family (including a husband or wife, or former husband or wife) or to
any person who is or was dependent on them.61.2
    
    The Directorscan decide to contribute (before as well as after they stop
receiving a salary or occupy a position for which they receive any form of remuneration) to
any scheme, trust or fund or to pay premiums to a third party for these purposes. The
Directorscan make such payments while the intended beneficiary is a Directorof NGor of any
of oursubsidiaries. They can also make such payments if any intended beneficiary is related
to, or depends on (or did depend on), a Directorof NGor any of oursubsidiaries.61.3
    
    The Directorsor any committeecan arrange for any of these matters to be done by
useither alone or working with any other person.61.4
    
    No Directoror former Directoris accountable to usor our shareholdersfor a
benefit of any kind given in line with this Article 61. Receiving a benefit of any kind given
in line with this Article 61 does not prevent a person from being or becoming a Director.
 28




---



##### 



62
    
    Appointing Directors to various posts62.1
    
    The Boardor any committeecan appoint any Directoras chairman, or as Chief
Executive, or to act in any other executive capacitythey decide on. So far as the lawallows,
they can decide on how long these appointments will be for, and on their terms. Subject tothe
terms of any of the Directorscontracts with us, they can also vary or end their
appointments.62.2
    
    A Directorappointed as an executive Directorcan, in line with Article 59, be
paid special pay(by salary, commission, profit sharing or otherwise) in any way the Directors
or any committeemay decide and either in addition to, or in place of, any fee they receive as
a Directorunder Article 58.62.3
    
    A Directorwill automatically stop being chairman or Chief Executive or acting in
any other executive capacityif they are no longer a Director. Other executive appointments
will only stop if the contract or resolution appointing the Directorto a post says so. If a
Directorsappointment ends under this Article 62.3, this does not prejudice any claim for
breach of contract against uswhich may otherwise apply.62.4
    
    The Directorscan give a Directorappointed to an executive post any of the powers
which they jointly have as Directors. These powers can be given on terms and conditions
decided on by the Directorseither in parallel with, or in place of, the powers of the
Directorsacting jointly. The Directorscan change the basis on which such powers are given
or withdraw such powers from the executive.
 Changing Directors
 63
    
    Retiring Directors63.1
    
    At an Annual General Meeting, any Directorwho was elected or last re-elected
three or more calendar years before the current year will automatically retire from office.64
    
    Eligibility for re-election64.1
    
    A retiring Directoris eligible for re-election.65
    
    Re-electing a Director who is retiring65.1
    
    A Directormay be re-elected at the General Meetingat which they retire (as long
as they are eligible for re-election and have not told usin writing that they do not want to
be re-elected) if the shareholderspass an ordinary resolutionto re-elect the Director.65.2
    
    A Directorretiring at a General Meetingretires at the end of that meetingor (if
earlier) when a resolution is passed to appoint someone in his place. Where a retiring
Directoris re-elected the Directorcontinues as a Directorwithout a break.66
    
    Electing two or more Directors66.1
    
    A single resolution for electing two or more Directorsis void unless putting the
resolution in this form has been approved by an earlier resolution taken at the General
Meeting, with no votes cast against.
 29




---



##### 



67
    
    People who can be Directors67.1
    
    Only the following people can be elected as Directorsat a General Meeting:
 (a)
    
    a Directorwho is retiring at the meeting;(b)
    
    a person who is recommended by the Directors; or(c)
    
    a person who has been proposed by a shareholder(under Article 67.2) who is
entitled to attend and vote at the General Meeting.
 67.2
    
    A shareholderproposing a Directormust deliver to the registered office:
 (a)
    
    a signed letter stating that they intend to propose another person for election
as Director; and(b)
    
    written confirmation from the person to be proposed that they are willing to be
elected.
 These must be delivered at least 14 days before the General Meeting, but not more than 42
days before the meeting(this period includes the date on which the noticeis given).68
    
    Filling vacancies and appointing extra Directors68.1
    
    The Directorscan appoint any person as an extra Directoror to fill a casual
vacancy. Any Directorappointed in this way must retire at the first Annual General Meeting
after their appointment. At this Annual General Meetingthey can be elected by the
shareholdersas a Director.68.2
    
    Subject toArticle 67, at a General Meetingthe shareholderscan also pass an
ordinary resolutionto fill a casual vacancyor to appoint an extra Director.68.3
    
    Extra Directorscan only be appointed under this Article up to the limit (if any)
on the total number of Directorsunder the Articles(or any variation of the limit approved by
the shareholdersunder the Articles).69
    
    Removing and appointing Directors by an ordinary resolution69.1
    
    The shareholderscan pass an ordinary resolutionto remove a Director, even though
their time in office has not ended. This applies whatever else is said in the Articles, or in
any agreement between usand the Directorconcerned. By law, wemust be given a special notice
of the ordinary resolution. But if a Directoris removed in this way, it will not affect any
claim for damages for breach of any contract of service they may have.69.2
    
    Subject toArticle 67, the shareholderscan pass an ordinary resolutionto elect a
person to replace a Directorwho has been removed in this way. If a Directoris not appointed
under this Article 69.2, the vacancy can be filled under Article 68.70
    
    When Directors are disqualified70.1
    
    Any Directorautomatically ceases to be a Directorin any of the following
circumstances.
 (a)
    
    If a bankruptcy order is made against them.(b)
    
    If they make any arrangement or composition with their creditors or apply for
an interim order under Section 253 of the Insolvency Act 1986 in connection with a
voluntary arrangement under the Insolvency Act 1986.
 30




---



##### 



(c)
    
    If they become of unsound mind.(d)
    
    If they have missed Directorsmeetings for a continuous period of six months,
without permission from the Directors, and the Directorspass a resolution stating that
they have ceased to be a Director.(e)
    
    If they cease to be or are banned from being a Directorby law.(f)
    
    If they:
 (i)
    
    give usa letter of resignation; or(ii)
    
    offer to resign and the Directorspass a resolution accepting
the offer.
 (g)
    
    If all the other Directorspass a resolution, or sign a notice, requiring the
Directorto resign, they will no longer be a Directorwhen the notice is served on
them. But if a Directoris removed in this way, this will not affect any claim for
damages for breach of any contract of service which they may have with us.(h)
    
    If they hold any executive office and this appointment is ended or expires
without being renewed within 14 days, and the Directorsdecide that they should leave
their office.
 70.2
    
    When a Directorstops being a Directorfor any reason, they will also
automatically stop being a member of any committee. Their removal from office will be without
prejudice to any claim which they or wemight bring over any contract of service between them
and us.
 Directors meetings
 71
    
    Directors meetings71.1
    
    The Directorscan decide when to have meetings and how they will be conducted, and
on the quorum. They can also adjourntheir meetings.72
    
    How Directors meetings are called72.1
    
    Any Directorcan call a meeting. The Company Secretarymust also call a meeting if
a Directorrequests a meeting.72.2
    
    Meetings are called by serving a noticeon all the Directors. This noticecan be
given to a Director:
 (a)
    
    personally;(b)
    
    by word of mouth;(c)
    
    by noticein writing(sent to him or her at their last known address); or(d)
    
    in electronic form.
 72.3
    
    Any Directorcan waive the right to receive noticeof any meeting, including one
which has already taken place.
 31




---



##### 



73
    
    Quorum73.1
    
    If no other quorumis fixed, two Directorsare a quorum. Subject tothese Articles
and the law, a meeting at which a quorumis present can exerciseall the powers, authorities
and discretions of the Directors.73.2
    
    A person who holds office only as an alternate directorwill, if the person who
appointed them is not present, be counted in the quorum.73.3
    
    A Directorwho ceases to be a Directorat a Directorsmeeting can continue to be
present and act as a Directorand be counted in the quorumuntil the end of that meeting if no
other Directorobjects and a quorumwould not otherwise be present.74
    
    The chairman of Directors meetings74.1
    
    If the chairman of the Boardis at a meeting, they will chair it. If the chairman
notifies the Directorsthat they will not attend the Directors meeting then the Directors
will, in the advance of the Directors meeting, appoint a Directorto chair the meeting.74.2
    
    Subject to Article 74.1, if the chairman of the Boardis not present, or if the
chairman is not willing to act as chairman, within 10 minutes of the time when the meeting is
due to start, the Directorswho are present can choose which one of them will chair the
meeting.75
    
    Voting at Directors meetings75.1
    
    Matters for decision which arise at a Directorsmeeting will be decided by a
majority vote. If votes are equal, the chairman of the meeting has a second, casting vote.
Directorscan act even if there are vacancies.75.2
    
    The remaining Directorscan continue to act even if one or more of them stops
being a Director. But if the number of Directorsfalls below the minimum which applies under
Articles 56 and 73 (including any variation of this minimum which is approved by an ordinary
resolutionof shareholders), the remaining Directorcan only either:
 (a)
    
    appoint further Directorsto make up the shortfall; or(b)
    
    call a General Meeting.
 75.3
    
    If no Directorsare willing or able to act under this Article 75, any two
shareholderscan call a General Meetingto appoint extra Directors.76
    
    Directors meetings by video or web conference and phone76.1
    
    Any or all of the Directors, or members of a committee, can take part in a meeting
of the Directorsor of a committeeby taking part in a video or web conference or by using a
conference phone or similar equipment designed to allow everybody to take part in the
Directorsmeeting.76.2
    
    Taking part in this way will be counted as being present at the Directors
meeting. A Directorsmeeting which takes place by way of video or web conference, conference
phone or similar equipment will be treated as taking place where most of the participants are.
If there is no largest group, Directorsmeetings will be treated as taking place where the
chairman is.
 32




---



##### 



76.3
    
    A Directorsmeeting held in the way described in Article 76.1 will be valid as
long as a quorumis present in one single place, or in places connected by way of video or web
conference, telephone conference or similar equipment.77
    
    Resolutions in writing77.1
    
    This Article 77 applies to a written resolution which is signed or confirmed
electronicallyby the minimum number of Directorsrequired to make a Directorsmeeting or a
meeting of a committeequorate. This kind of resolution is just as valid and effective as a
resolution passed by those Directorsat a meeting or committeemeeting which is properly
called and held.77.2
    
    The resolution can be passed using several copies of a document, if each document
is signed by one or more Directors, or each Directorconfirms their agreement electronically.
These copies can be sent electronically.A resolution is not adopted unless the minimum number
of Directorsto make the meeting or committeemeeting quoratehave signed it or confirmed
their agreement electronically.77.3
    
    A resolution signed by an alternate directorneed not also be signed by the person
who appointed them. Also, a resolution signed by the person who appointed an alternate
directorneed not also be signed by the alternate directorin that capacity.77.4
    
    A written resolution will be valid when it is signed by the last Director.77.5
    
    The resolution can be:
 (a)
    
    in the form of a letter;(b)
    
    in electronic form(as long as it is in writing); or(c)
    
    in any other way the Directorsmay approve.
 78
    
    The validity of Directors actions78.1
    
    Everything which is done by:
 (a)
    
    the Board;(b)
    
    a committee;(c)
    
    a Director;(d)
    
    a person acting as a Director; or(e)
    
    a member of a committee;
 will be valid even though it is discovered later that any Director, or person acting as a
Director, was not properly appointed.78.2
    
    Article 78.1 also applies if it is discovered later that anyone was disqualified
from being a Director, or had stopped being a Director, or was not entitled to vote.78.3
    
    In any of the cases set out above, anything done in favour of anyone dealing with
usin good faith will be as valid as if there was no defect or irregularity of the kind
referred to in this Article 78.
 33




---



##### 



Directors interests
 79
    
    Authorising Directors interests79.1
    
    For the purposes of Section 175 of the Companies Act, the Directorscan authorise
any matter which:
 (a)
    
    would or could be a breach of a Directorsduty under that section; or(b)
    
    could result in a breach of a Directorsduty under that section.
 This authorisation will avoid a situation arising in which the Directorhas, or could have,
a direct or indirect interest that conflicts, or could conflict, with ourinterests.79.2
    
    For authorisation of a matter under this Article to be effective:
 (a)
    
    the matter in question must have been proposed in writingfor consideration at
a Boardmeeting, in line with the Boardsnormal procedures or in any other way the
Directorsmay decide;(b)
    
    any quorumrequirement at the Boardmeeting when the matter is considered must
be met without counting any Interested Directors; and(c)
    
    the matter must be agreed without the Interested Directorsvoting, or would
have been agreed if the votes of the Interested Directorshad not been counted.
 79.3
    
    Any matter authorised under this Article will include any existing or potential
conflict of interest which it is reasonable to expect will arise out of the authorised matter.79.4
    
    Any authorisation of a matter under this Article will be subject toany conditions
or limitations that the Boarddecides. The Boardcan decide the conditions or limitations at
the time authorisation is given, or later on, and can end them at any time. A Directormust
comply with any obligations the Directorsimpose on him or her after a matter has been
authorised.79.5
    
    A Directordoes not have to hand over to usany benefit he or she receives (or a
personconnected with them receives) as a result of anything the Boardhas authorised under
this Article. No contract, transaction or arrangement of the type described in this Article
can be set aside because of any Directorsinterest or benefit.80
    
    Directors may have certain interests80.1
    
    Subject tocomplying with Article 80.2, a Directorcan have the following
interests.
 (a)
    
    A Director(or a personconnected with them) can be a director, officeror
employee of, or have an interest in (including holding shares) any Relevant Company.(b)
    
    A Director(or a personconnected with them) can have an interest in any
Relevant Company wehave an interest in, or be a party to a contract with that company.(c)
    
    A Director(or a personconnected with them, or any firm the Directoris a
partner, employee or shareholderof) can do professional work for any Relevant Company
(other than as an Auditor) whether or not they are paid for the work.
 34




---



##### 



(d)
    
    A Directorcan have an interest if it is unreasonable to expect that it will
result in a conflict of interest.(e)
    
    A Directorcan have an interest, transaction or arrangement which may result in
another interest which they do not know about.(f)
    
    A Directormay have an interest in any matter authorised under Article 79.(g)
    
    A Director may have any other interest authorised by ordinary resolution.
 No authorisation under Article 79 is required for any interests under this Article 80.1.80.2
    
    The Directormust declare the nature and extent of any interest allowed under
Article 80.1, but which does not fall within Article 80.3. They must do this at a Board
meeting or by sending notice in writing to other Directorselectronicallyor otherwise.If a
Director:
 (a)
    
    has an interest in a company and is interested in any transaction or
arrangement with that company; or(b)
    
    is connected with a person and is interested in a transaction with that person,
 they must declare the nature and extent of any interest and give such notice at a Board
meeting.80.3
    
    A Directordoes not need to declare an interest:
 (a)
    
    falling within paragraph (d) or (e) or (f) of Article 80.1;(b)
    
    if the other Directorsalready know about the interest (and for this purpose
the other Directorswill be treated as knowing about the interest if it is reasonable
to expect they know about it); or(c)
    
    if the interest concerns the terms of their service contract (as defined in
Section 227 of the Companies Act) that have been or are to be considered at a Board
meeting or at a committee meeting of Directorsappointed under these Articlesto
consider the terms.
 80.4
    
    A Directordoes not have to hand over to usany benefit he or she (or a person
connected with them) receives:
 (a)
    
    from any contract or employment with, or interest in, any Relevant Company; or(b)
    
    for any payment as referred to in Article 80.1.
 No contract, transaction or arrangement of the type described above can be set aside because
of any Directorsinterest or benefit.80.5
    
    In this Article each of the following is a Relevant Company:
 (a)
    
    NG;(b)
    
    a subsidiaryof NG;(c)
    
    any holding companyof NGor a subsidiary undertakingof any such holding
company;(d)
    
    any companypromoted by NG; or(e)
    
    any companyin which NGis interested.
 35




---



##### 



81
    
    Restrictions on quorum and voting81.1
    
    Unless this Article says otherwise, and regardless of whether the interest is one
which is authorised under Article 79 or allowed under Article 80, a Directorcannot vote (and
if he or she does, their vote will not be counted) on a resolution about a contract in which
they (or a personconnected with them) have an interest.81.2
    
    A Directorcannot be counted in the quorumfor a Boardmeeting in relation to any
resolution on which they are not entitled to vote.81.3
    
    If the lawallows, a Directorcan (unless they have some other interest as well as
an interest allowed by this Article) vote and be counted in the quorumon a resolution
concerning a contract:
 (a)
    
    in which the Directorhas an interest which they do not know about;(b)
    
    in which the Directorhas an interest which it is unreasonable to expect will
result in a conflict of interest;(c)
    
    in which the Directorhas an interest only because they hold our shares,
debenturesor other securities, or by reason of any other interest in or through us;(d)
    
    which involves giving any security, guarantee or indemnityto the Directoror
any other personfor:
 (i)
    
    money lent or obligations incurred by the Director,or by any
other person;(ii)
    
    at our request, or for ourbenefit or the benefit of any of our
subsidiaries; or(iii)
    
    a debt or other obligation which is owed by usor any of our
subsidiariesto that other person if the Directorhas taken responsibility for
all or any part of that debt or obligation by giving a guarantee, security or
indemnity;
 (e)
    
    where weor any of oursubsidiariesare offering any shares, debenturesor
other securitiesfor subscriptionor purchase:
 (i)
    
    to which the Directoris or may be entitled as a holder of our
securities; or(ii)
    
    where the Directorwill be involved in the underwritingor
sub-underwriting;
 (f)
    
    relating to any other companyin which the Directorhas an interest, directly
or indirectly (including holding a position in that company) or is a shareholder,
creditor, employee or is otherwise involved in that company. These rights do not apply
if the Directorowns one per cent or more of that companyor of the voting rights in
that company;(g)
    
    relating to an arrangement for the benefit of ouremployees or former employees
or any of oursubsidiarieswhich only gives the Directorsthe same benefits that are
generally given to the employees or former employees the arrangement relates to;(h)
    
    relating to usbuying or renewing insurance for any liabilityfor the benefit
of Directorsand others;(i)
    
    which gives Directorsindemnities;(j)
    
    relating to funding expenditure by any Directoror Directors:
 36




---



##### 



(i)
    
    on defending criminal, civil or regulatory proceedings or
actions against the Directoror the Directors;(ii)
    
    in connection with an application to the court for relief; or(iii)
    
    on defending the Directoror the Directorsin any regulatory
investigations;
 (k)
    
    which enables any Directoror Directorsto avoid incurring expenditure as
described in paragraph (j); and(l)
    
    in which the Directorsinterest, or the interest of Directorsgenerally, has
been authorised by an ordinary resolution.
 81.4
    
    This Article 81 applies if the Directorsare considering proposals to appoint two
or more Directorsto positions with usor any companyweare interested in. It also applies if
the Directorsare considering setting or changing the terms of the appointment. These
proposals can be split up to deal with each proposed Directorseparately. If this is done,
each proposed Directorcan vote and be included in the quorumfor each resolution, except the
one concerning them.81.5
    
    If any question comes up at a meetingabout whether a Directorhas a material
interest or whether they can vote or be counted in the quorum, and the Directordoes not agree
to abstain from voting on the issue or not be counted in the quorum, the question will be
referred to the chairman of the meeting. The chairmans ruling about the Directoris
conclusive, unless the nature or extent of the Directorsinterests has not been fairly
disclosed to the Board. If the chairman is the Directorin question, the question will be
decided by a resolution of the Board(the chairman will be counted in the quorumbut will not
vote on the matter) and the resolution will be final unless the nature or extent of the
chairmans interest (so far as it is known to them) has not been fairly disclosed to the
Board.82
    
    Confidential information82.1
    
    Subjectto Article 79, if a Directorreceives information for which he or she owes
a duty of confidentiality to a personother than us, and they did not receive the information
because of their position as a Director, they will not be required to:
 (a)
    
    disclose the confidential information to the Board, or to any of Directors,
officersor employees; or(b)
    
    use or apply the confidential information in any other way in connection with
their duties as a Director.
 82.2
    
    A duty of confidentiality may arise when a Directorhas, or could have, a direct
or indirect interest that conflicts, or may conflict, with ourinterests. This Article 82 will
apply only if the conflict arises out of a matter which has been authorised under Article 79
or falls within Article 80.82.3
    
    This Article does not affect any equitable principle (rules of fairness) or rule
of lawwhich may excuse or release the Directorfrom disclosing information, in circumstances
where disclosure may otherwise be required under this Article.83
    
    Directors interests  general83.1
    
    For the purposes of Articles 79 to 83:
 37




---



##### 



(a)
    
    an interest of a personwho is connected with a Directorwill be treated as an
interest of the Director; and(b)
    
    Section 252 of the Companies Actwill determine whether a personis connected
with a Director.
 83.2
    
    Where a Directorhas an interest which it is reasonable to expect will result in a
conflict of interest, the Directorwill, if asked to do so by the Board, take any additional
steps that are necessary or desirable to manage the conflict of interest. These steps can
include complying with any procedures laid down by the Boardto manage conflicts of interest
generally, or carrying out any specific procedures approved by the Boardfor managing the
situation or matter in question, including (without limitation) the Director:
 (a)
    
    being absent from any Boardmeetings where the relevant situation or matter is
to be considered; and(b)
    
    not being given access to documents or information made available to the Board
generally in relation to such a situation, or arranging for the documents or
information to be reviewed by a professional adviser to determine whether it is
appropriate for him or her to have access to such documents or information.
 83.3
    
    By passing an ordinary resolution, the shareholderscan ratify any contract not
properly authorised because it breached any of the provisions in Articles 79 to 83.
 Minutes
 84
    
    Minutes84.1
    
    The Directorsmust make sure that minutes are made in the appropriate books:
 (a)
    
    recording the appointment of officers made by the Directors;(b)
    
    recording the proceedings of shareholder meetingsand meetings of the Directors
and committees; and(c)
    
    recording in each case the names of the Directorspresent.
 84.2
    
    Subject tothe law, the minutes will be a sufficient record of the meeting if
signed by the chairman.
 Directors committees
 85
    
    Delegating powers to committees85.1
    
    The Directorscan delegate any of their powers, or discretions, to committeesof
one or more Directors. This includes powers or discretions relating to Directors payor
giving benefits to Directors. If the Directorshave delegated any power or discretion to a
committee, any references in these Articlesto using that power or discretion include its use
by the committee. Any committeemust comply with any regulations laid down by the Directors.
These regulations can require or allow people who are not
Directorsto be co-opted onto the committee, and can give voting rights to co-opted members. But:
 (a)
    
    there must be more Directorson a committeethan co-opted members; and
 38




---



##### 



(b)
    
    a resolution of the committeeis only effective if a majority of the members of
the committeepresent at the time of the resolution were Directors.
 85.2
    
    Unless the Directorsdecide not to allow this, a committeecan sub-delegate powers
and discretions to sub-committees. References in these Articlesto committeesinclude
sub-committees permitted under this Article 85.86
    
    Committee procedure86.1
    
    If a committeeincludes two or more Directors, the Articleswhich regulate
Directorsmeetings and their procedure will also apply to committeemeetings (if they can
apply to committeemeetings), unless these are inconsistent with any regulations for the
committeewhich have been laid down under Article 85.1.
 Directors powers
 87
    
    General powers of Directors87.1
    
    The Directorsmanage ourbusiness and affairs. Subject tothe Statutes, these
Articles, and any regulation made by special resolutionwhich affects their powers, the
Directorswill exercise all powers other than those weare required to exercise in a General
Meeting. No regulation made by special resolutionwill invalidate any act previously carried
out by the Directorswhich would have been valid if the regulation had not been made. The
general powers granted to the Directorsby this Article 87.1 will not be limited or restricted
by any special authority or power given to the Directorsby any of the other provisions in
these Articles.88
    
    Provision for employees if we cease or transfer our business88.1
    
    If wecease or transfer to any person the whole or part of the undertaking of NG
(or the whole or part of the undertaking of any of oursubsidiaries), the Directorsmay make
provision for the benefit of ouremployees or former employees (or the employees or former
employees of that subsidiary) other than directors, former directors, or shadow directors.89
    
    The power to appoint attorneys and agents89.1
    
    The Directorscan appoint anyone (including the members of a group which changes
over time) as ourattorneysor agents by granting a power of attorneyor by authorising them
in some other way. The attorneysor agents can either be appointed directly by the Directors,
or the Directorscan give someone else the power to appoint attorneysor agents. The Directors
can decide on the purposes, powers, authorities and discretions of attorneysor agents. But
they cannot give an attorneyor agent any power, authority or discretion which the Directors
do not have under these Articles.89.2
    
    The Directorscan decide how long a power of attorneyor authority will last for,
and they can attach any conditions to it. The power of attorneyor authority can also include
any provisions which the Directorsdecide on for the protection and convenience of anybody
dealing with the attorneyor agent. The power of attorneycan also allow the attorneyto grant
any or all of their power, authority or discretion to any other person.
 39




---



##### 



89.3
    
    For the purposes of this Article 89 but subject toArticle 89.1, an attorneycan
be appointed by:
 (i)
    
    two Directors; or(ii)
    
    a Directorand the Company Secretary; or(iii)
    
    a Directorin the presence of a witness who confirms the
signature of the Director.
 An agent can be appointed by a Directoror the Company Secretary.90
    
    Local boards90.1
    
    The Directorscan establish any local boards or agencies for managing any of our
affairs, either in the United Kingdomor elsewhere.90.2
    
    The Directorscan:
 (a)
    
    appoint members of these local boards, or any managers or agents;(b)
    
    fix their remuneration, and(c)
    
    delegate to any local board, manager or agent any of the Directorspowers,
authorities and discretions, including the power to sub-delegate.
 90.3
    
    The Directorscan authorise the members of any local boards to fill any vacancies
and to act despite any vacancies.90.4
    
    Any appointments or delegations can be made under any terms that the Directors
think fit. The Directorscan remove any person appointed in this way, and end or vary any such
delegation. No person dealing in good faith with the local board or agency will be affected if
they have not received notice of any termination or variation of the appointment or
delegation.91
    
    Using the title Director91.1
    
    A person who is employed by, or occupies an office with NGmay be given a title
which includes the word Director. This does not mean that the person is a Directorof NGor
that the person can act as a Directorof NGor be deemed to be a Directorof NGunder these
Articles.92
    
    Signatures on chequesAll cheques, promissory notes, drafts, bills of exchange and other negotiable or
transferable instruments, and all receipts for money paid to us, can be signed, drawn,
accepted, endorsed or made legally effective in any way the Directorsdecide by passing a
resolution.93
    
    Borrowing powers93.1
    
    So far as the Companies Actsallow, the Directorscan exerciseall ourpowers to:
 (a)
    
    borrow money;(b)
    
    issue(subject tothe provisions of the Companies Actsdealing with authority
to allot debenturesconvertible into shares) debenturesand other securities; and
 40




---



##### 



(c)
    
    give any form of:
 (i)
    
    guarantee; and(ii)
    
    security, either outright or as collateral and over all or any
of ourundertakings, property and assets;
 for any or ourdebts, liabilitiesor obligations or those of any third party.94
    
    Borrowing restrictions94.1
    
    The Directorsmust:
 (a)
    
    limit our Borrowings; and(b)
    
    exercise all voting and other rights or powers of control wehave over our
subsidiary undertakings;
 to make sure that the total amount of all Borrowingsby the Groupoutstanding at any time
(excluding any borrowings owed by one member of the Groupto another) will not be more than
£35,000,000,000 or any other amount approved by shareholdersby an ordinary resolutionat a
General Meeting.This limitation on Borrowingswill only affect subsidiary undertakingsto the extent that
the Directorscan restrict the Borrowingsof the subsidiary undertakingsby exercising the
rights or powers of control which wehave over oursubsidiary undertakings. Wecan consent
in advance to exceeding the borrowing limit by passing an ordinary resolutionat a General
Meeting.94.2
    
    In this Article:
 (a)
    
    Groupmeans NG, its subsidiariesand subsidiary undertakings, other than those
not consolidated in NGsgroup accounts in line with Section 402 of the Companies Act;(b)
    
    minority proportionmeans the proportion of the issued equity share capital of
a partly-owned subsidiary which is not, for the time being, beneficially owned within
the Group; and(c)
    
    borrowingsmeans the aggregate amount (combined total) of all liabilities and
obligations of the Groupwhich, in line with the accounting bases and principles of the
Group, are treated as borrowings in the latest audited consolidated balance sheet(see
Article 94.2(d)) of the Groupand will include:
 (i)
    
    money borrowed from outside the Groupby a partly-owned
subsidiary(less a proportion equal to the minority proportion); and(ii)
    
    the proportion of money (equal to the minority proportion)
borrowed by a member of the Groupfrom a partly-owned subsidiaryof the Group.
 Borrowingsdo not include:
 (i)
    
    money borrowed by one member of the Groupto repay (with or
without a premium), within six months of being borrowed, all or part of the
outstanding borrowings owed by another member of the Group;(ii)
    
    for six months from the date on which a company becomes a
subsidiary undertakingof the Group, an amount equal to money borrowed by that
 41




---



##### 



company, and which is outstanding at the date when it becomes a member of
the Group;(iii)
    
    for six months from the date on which a companyis acquired by
a member of the Group, an amount secured on an asset of that company, and which
is outstanding at the date of acquisition; and(iv)
    
    money beneficially owned by a member of the Groupwhich is
deposited with a person who is not a member of the Groupand which must be
repaid on, or within three months of, a demand (less, in the case of a
partly-owned subsidiaryof the Group, a proportion equal to the minority
proportion).
 If the amount of Borrowingsis being calculated in connection with a transaction
involving a companybecoming or ceasing to be a member of the Group, the amount is
to be calculated as if the transaction had already occurred.The aggregate of the following will be credited against the money borrowed:
 (i)
    
    cash in hand of the Group;(ii)
    
    cash deposits and the balance on each current account of the
Groupwith banks in the United Kingdom(and elsewhere if this applies) if the
remittance of the cash to the United Kingdomis not prohibited by any law,
regulation, treaty or official directive;(iii)
    
    the amount of all short-term assetsthat might be included in
Investments  short-term loans and deposits in a consolidated balance sheet
of the Group, prepared on the date of the relevant calculation in line with the
principles with which the latest audited balance sheet was produced; and(iv)
    
    the amount of any cash or short-term assetswhich are securing
the repayment of any amount borrowed by the Groupdeposited or otherwise placed
with the trustee or similar entity in respect of the relevant borrowing.
 Where the aggregate principal amount of Borrowingsrequired to be taken into account
for the purposes of this Article 94 is being calculated on any particular date, the
following will apply:
 (i)
    
    Money borrowed by NGor any subsidiary undertakingexpressed or
calculated in a currency other than sterling will be converted into sterling
using the current rate of exchange, when preparing the audited balance sheet
which forms the basis of the calculation of the Borrowings. Or, if the
calculation did not involve the relevant currency, the Auditorscan refer to
the rate of exchange, or approximate rate of exchange, they consider
appropriate on the date the audited balance sheet was prepared.(ii)
    
    If, under the terms of any borrowing, the amount of money
needed to discharge the principal amount of the borrowing in full if it fell to
be repaid (at the option of NGor by reason of default) is less than the amount
that would otherwise be taken into account for such borrowing, for the purpose
of this Article 94, the amount of the borrowing to be taken into account will
be the lesser amount.
 (d)
    
    Audited consolidated balance sheetmeans the audited consolidated balance sheet
of the Groupprepared in line with the lawfor the relevant financial year.
 42




---



##### 



94.3
    
    A certificate or report given by a person chosen by the Directorscertifying or
reporting on the total amount of Borrowingsby the Groupoutstanding at a particular time will
be conclusive evidence of that amount. However, the Directorscan rely on a good-faith
estimate of the total amount of Borrowingsat any time and if, as a result, the borrowing
limit stated in Article 94.1 is accidentally exceeded, an amount of borrowings equal to the
excess can be disregarded until six months after the date on which the Directorsbecame aware
that such a situation had or may have arisen.94.4
    
    No lender or other person dealing with the Groupneeds to see or enquire if we are
observing the borrowing limit imposed by Article 94.1. No debt incurred or security given in
excess of this borrowing limit will be invalid or ineffective unless the lender or the
recipient of the security was given notice at the time when the debt was incurred or security
given, that the limit had been or would be exceeded as a result.
 Alternate directors
 95
    
    Alternate directors95.1
    
    Any Directorcan appoint any person (including another Director) to act in their
place (this person is called an alternate director). These appointments need the approval of
the other Directors, unless the proposed alternate directoris another Director. A Director
appoints an alternate directorby delivering a signed appointment (or in any other way
approved by the Directors) to us. An alternate directorneed not be a shareholder.95.2
    
    The appointment of an alternate directorends if the Directorappointing them
ceases to be a Director, unless that Directorretires at a General Meetingat which the
Directoris re-elected under Article 65. A Directorcan also remove their alternate director
by delivering a signed notice (or in any other way approved by the Directors) to us. An
alternate directorcan also be removed as an alternate directorby a resolution of the
Directors.95.3
    
    An alternate directoris entitled to receive noticesof Directorsmeetings once
they have given usan address, electronic address or fax number where wecan serve notices.
They are entitled to attend and vote as a Directorat any meeting where the Director
appointing them is not present and generally to perform all the functions of the Director
appointing them as an alternate director. If the alternate directoris a Directoror attends
any meeting as an alternate for more than one Director, they will have one vote for each
Directorthey act as an alternate for, as well as their own vote as a Director. However, they
may not be counted more than once for the purposes of the quorum. If the person who appointed
them is temporarily unable to act through ill health or disability, the signature of the
alternate directorto any resolution in writing of the Directorsis as effective as the
signature of the person who appointed them.95.4
    
    If the Directorsdecide to allow this, Article 95.3 also applies to any meeting of
a committeethat the person who appointed them is a member of.95.5
    
    An alternate directorwill alone be responsible to usfor their own actions and
mistakes. Except as said in this Article 95, an alternate director:
 (a)
    
    does not have power to act as a Director;(b)
    
    is not considered to be a Directorfor the purposes of the Articles;
 43




---



##### 



(c)
    
    is not considered to be the agent of the person who appointed them; and(d)
    
    cannot appoint an alternate director.
 95.6
    
    If the lawallows, an alternate directoris entitled to:
 (a)
    
    contract;(b)
    
    benefit from contracts or arrangements or transactions;(c)
    
    be repaid expenses; and(d)
    
    be indemnifiedto the same extent as if the alternate directorwere a Director.
 However, the alternate directoris not entitled to receive any payfrom us, except for any
pay wewould otherwise payto the person who appointed them but which they had told us, in
writing, to payto their alternate or unless wedecide otherwise by ordinary resolution.
 The Company Secretary
 96
    
    The Company Secretary96.1
    
    The Company Secretaryis appointed by the Directors. The Directorsdecide on the
terms and period of their appointment as long as the lawallows this. The Boardcan also
remove the Company Secretary, but this does not affect any claim for damages against usfor
breach of any contract of employment they may have. The Directorsmay appoint two or more
people to be joint Company Secretaries. One or more deputy and/or assistant Company
Secretariesmay also be appointed.
 The Seal
 97
    
    The Seal97.1
    
    The Directorsare responsible for arranging for the Sealand any securities seal
to be kept safely. The Sealand any securities sealcan only be used with the authority of the
Boardor a duly-authorised committeeof the Board. The securities sealcan be used only for
sealing securitiesweissue in certificated form and sealing documents weissue to create or
certify securities.97.2
    
    Subject tothe provisions of these Articlesand unless the Boardor a duly
authorised committeeof the Boarddecide otherwise, every document which is sealed using the
Sealmust be signed personally by:
 (a)
    
    one Directorand the Company Secretary;(b)
    
    two Directors; or(c)
    
    a Directorin the presence of a witness who confirms the signature of the
Director.
 97.3
    
    A committeeduly authorised by the Boardfor the purposes of this Article 97 can
consist entirely or partly of people other than Directors. Other than the provisions of
Articles 84.1(a) and (b), Articles 84 and 77 will apply to this committee.
 44




---



##### 



97.4
    
    Where a signature is required to witness the Seal, the Directorscan decide that
the witness need not sign the document personally but that their signature can be printed on
it mechanically, electronicallyor in any other way the Directorsapprove.97.5
    
    Securitiesand documents which have the securities sealstamped on them do not
need to be signed unless the Directorsor the lawrequire this.97.6
    
    The Directorscan use all the powers given by lawrelating to official seals to be
used abroad.97.7
    
    Ourcertificatesfor debenturesor other securitiesmay be printed in any way and
may be sealed or signed for (or both) in any way allowed by these Articles.97.8
    
    As long as it is allowed by law, any document weagree to that is signed by:
 (a)
    
    one Directorand the Company Secretary;(b)
    
    two Directors; or(c)
    
    a Directorin the presence of a witness who confirms the signature of the
Director,(d)
    
    will be as effective as if the Sealhad been used. However, a document intended
as a deed must not be signed in this way without the authority of the Directorsor of a
committeeauthorised by the Directorsto give such authority.
 Authenticating documents
 98
    
    Establishing that documents are genuine98.1
    
    Any Director, or the Company Secretary, has power to authenticate any of the
following, and to certify copies or extracts from them as true copies or extracts:
 (a)
    
    any documents relating to ourconstitution;(b)
    
    any resolutions passed by the shareholders, or by the Directorsor by a
committee; and(c)
    
    any books, documents, records or accounts which relate to ourbusiness.
 98.2
    
    When any books, documents, records and accounts are not kept at the registered
office, ourofficer who holds them is treated as a person who has been authorised by the
Directorsto authenticate any of them, and to provide certified copies or extracts from them.98.3
    
    This Article 98.3 applies to a document which appears to be a copy of a resolution
or an extract from the minutes of any meeting, and which is certified as a copy or extract as
described in Article 98.1 or 98.2. This document is conclusive evidence for anyone who deals
with uson the strength of the document that:
 (a)
    
    the resolution has been properly passed; or(b)
    
    the extract is a true and accurate record of the proceedings of a valid
meeting.
 45




---



##### 



Reserves
 99
    
    Setting up reserves99.1
    
    The Directorscan set aside any of ourprofits and hold them in a reserveor use
these sums for any legal purpose. Sums held in a reservecan either be used in ourbusiness or
be invested. The Directorscan divide the reserveinto separate funds for special purposes and
alter the funds the reserveis divided into. The Directorscan also carry forward any profits
without holding them in a reserve. The Directorsmust comply with the legal restrictions which
relate to reserve funds.
 Dividends
 100
    
    Final dividends100.1
    
    By law, the Directorscan recommend the amount of any final dividend. The
shareholderscan then declare final dividendsby passing an ordinary resolution. No dividend
can exceed the amount recommended by the Directors.101
    
    Fixed and interim dividends101.1
    
    By law, if the Directorsconsider that ourprofits justify dividend payments,
they can:
 (a)
    
    pay the fixed dividends on any class of sharescarrying a fixed dividend on the
dates set down for paying these dividends; and(b)
    
    pay interim dividendson sharesof any class of the amounts, and on the dates
and for the periods they decide.
 But no interim dividendwill be paid on shareswhich carry deferred or non-preferred rights
if, at the time of payment, any preferential dividendis in arrears(on any one of them).101.2
    
    If the Directorsact in good faith, they are not liable to any shareholderswho
suffer a loss because the Directorshave paid a lawful dividend under this Article 101 on
other shareswhich rankequally with or behind their shares.102
    
    Dividends not in cash102.1
    
    If the Directorsrecommend this, the shareholderscan pass an ordinary resolution
to direct all or part of a dividend to be paid by distributing specific assets(and in
particular paid-up sharesor debenturesof any other company). The Directorswill give effect
to such a resolution. Where any difficulty arises on distributing or valuing the assets, the
Directorscan settle it as they decide. In particular, they can:
 (a)
    
    issue fractional certificates(or ignore fractions);(b)
    
    fix the value of assetsfor distribution purposes;(c)
    
    subject tothe lawand, in the case of sharesheld in uncertificated form, the
systems rules, authorise and instruct any person to sell and transfer any fractions;(d)
    
    pay cash of a similar value to adjust the rights of people entitled to the
dividend; and(e)
    
    transfer any assetsto trusteesfor people entitled to the dividend.
 46




---



##### 



103
    
    Deducting amounts owing from dividends and other money103.1
    
    If a shareholderowes any money relating to shares, the Directorscan deduct any
of this money from:
 (a)
    
    any dividend on any sharesheld by the shareholder; or(b)
    
    any other money payable by usto the shareholderin connection with the shares.
 Money deducted in this way can be used to pay amounts owed to usin connection with the
shares.104
    
    Payments to shareholders104.1
    
    Any dividend or other money payable in cash (whether in sterling or foreign
currency) relating to a sharecan be paid:
 (a)
    
    by cheque or warrant or any other similar financial instrument made payable to
the shareholderwho is entitled to it and sent direct to their registered address. In
the case of joint shareholders, the cash will be sent to the shareholderwho is first
named in the Registerand sent direct to their registered address. The cash can also be
sent to someone else named in a written instruction from the shareholder(or from all
joint shareholders);(b)
    
    in the case of sharesin uncertificated form, by the use of a relevant system
(if authorised by the shareholder);(c)
    
    by inter-bank transfer or other electronic means to an account named in a
written instruction from the person receiving the payment; or(d)
    
    in some other way agreed between the shareholder(or all joint shareholders)
and us.
 104.2
    
    For joint shareholders, or people jointly and automatically entitled to shares by
law, wecan rely on a receipt for a dividend or other money paid on sharesfrom any one of the
joint shareholders.104.3
    
    Cheques and warrants are sent, and payment in any other way is made, at the risk
of the people who are entitled to the money. Weare treated as having paid a dividend if such
a cheque or warrant is cleared or if a payment using a relevant systemor bank transfer or
other electronic means is made in line with ourinstructions. Wewill not be responsible for a
payment which is lost or delayed. If any cheque or warrant or related tax voucher has been, or
is alleged to have been, lost, stolen or destroyed, the Directorsmay issue a replacement
cheque or warrant or related tax voucher if the person entitled to the money requests this and
pays ouradministrative expenses for complying with their request.104.4
    
    Unless the rights attached to any shares, or the termsof any sharesor the
Articlessay otherwise, a dividend, or any other money payable in respect of a share, can be
paid in whatever currency the Directorsdecide, using an appropriate exchange rate selected by
the Directorsfor any currency conversions. The Directorscan also agree how and when the
amount to be paid in the other currency will be calculated and paid, and for usor any other
person to pay any costs involved.104.5
    
    No dividend or other sum payable by uson or for our sharescarries a right to
interest from usunless the rights of the sharesprovide otherwise.
 47




---



##### 



104.6
    
    If the person entitled to the dividend is one of ouremployees or one of our
subsidiaries, the cheque or warrant may be sent to that person through ourinternal post
system or that of oursubsidiary.105
    
    Record dates for payments and other matters105.1
    
    Any dividend or distribution can be paid to the shareholdersshown on the
Registerat the close of business on a particular day. The date must be stated in the
resolution passed for payment of the dividend or providing for the distribution. The payment
will be based on the number of sharesregistered on that day. This Article 105 applies whether
what is being done is the result of a resolution of the Directorsor a resolution passed at a
General Meeting. The date stated for payment can be before any relevant resolution was passed.
This Article 105 does not affect the rights between past and present shareholdersto payments
or other benefits.106
    
    Dividends which are not claimed106.1
    
    The Directorscan invest a dividend or use it in some other way for ourbenefit
if it has not been claimed for one year after the passing of either:
 (a)
    
    the resolution at a General Meetingdeclaring that dividend; or(b)
    
    the resolution of the Directorsproviding for payment of that dividend;
 (whichever is later).If the Directorsdecide to pay unclaimed dividends into a separate account, wewill not be a
trusteeof the money and will not be liable to pay any interest on it. Any dividend which
has not been claimed for 12 years after the date on which it was declaredor became due for
payment will be forfeitedand belong to us.106.2
    
    Wecan stop paying dividends or other monies payable by cheque or other payment
order if the cheques or other payment orders for two dividends or other monies payable in a
row are sent back or not cashed. This also applies if, following one such occasion, reasonable
enquiries have failed to establish any new postal or delivery address for the shareholderor
appropriate details for making payment in any other way. Wecan start paying dividends in this
way again if the shareholderor a person automatically entitled to the shares by lawclaims
those dividends.107
    
    Waiving dividends107.1
    
    Wecan waive (not pay out) all or any dividend by acting on a document signed by
the shareholder(or the person automatically entitled to the shares by law) and delivered to
us.
 Capitalising reserves
 108
    
    Capitalising reserves108.1
    
    Taking account of any special rightsattaching to any class of shares, the
shareholderscan pass an ordinary resolutionto allow the Directorsto change into capital any
sum:
 48




---



##### 



(a)
    
    which is part of any of ourreserves(including premiumsreceived when any
shareswere issued, capital redemption reservesor other undistributable reserves); or(b)
    
    which weare holding as undistributed profits.
 108.2
    
    Unless the ordinary resolutionstates otherwise, the Directorswill use the sum
which is changed into capital by setting it aside for the shareholdersat the close of
business on the day the resolution is passed (or another date stated in the resolution). The
sum set aside must be used to allotsharesand distribute them to shareholders(or as they may
direct) as bonus sharesin proportion to their holdings of sharesat the time. The sharescan
be ordinary sharesor, if the rights of other existing sharesallow this, sharesof some other
class.108.3
    
    If any difficulty arises distributing sharesin line with this Article 108, the
Directors, subject tothe lawand the CREST Regulations, can resolve it in any way they
decide. For example, they can deal with entitlements to fractions of a shareor any options
involving ouremployee share schemes. They can decide:
 (a)
    
    that the benefit of sharefractions belongs to us;(b)
    
    that sharefractions are ignored; or(c)
    
    deal with fractions in some other way including by cash payment.
 108.4
    
    The Directorscan appoint any person to sign any contract with uson behalf of
those who are entitled to sharesunder the resolution. Such a contract is binding on all
shareholdersconcerned.
 Scrip dividends
 109
    
    Shareholders can be offered the right to receive scrip dividends (extra shares instead of
cash dividends)109.1
    
    If the lawallows, the Directorscan, on any terms they think fit, offer
shareholdersthe right to receive extra shares, instead of some or all of their cash dividend.
The shareholdersmust have passed an ordinary resolutionauthorising the Directorsto make
this offer before the Directorscan do this.109.2
    
    The ordinary resolutioncan apply to a particular dividend or dividends. Or it
can apply to some or all of the dividends which can be declaredor paid in the period up to
and including the Annual General Meetingwhich is held in the fifth year after the ordinary
resolutionis passed.109.3
    
    The Directorscan offer shareholdersthe right to request new sharesinstead of
cash for:
 (a)
    
    the next dividend; or(b)
    
    all future dividends (if a share alternative is made available), until they
tell usthat they no longer want to receive new sharesor the authority under Article
109.1 is not renewed.
 The Directorscan also allow shareholdersto choose between these alternatives.109.4
    
    A shareholderis entitled to shareswhose total relevant valueis as near as
possible to, but not greater than, the cash dividend they would have received. The relevant
valueof a
 49




---



##### 



shareis a value calculated in the way set out in the ordinary resolution. If the ordinary
resolutiondoes not set this out, then the relevant valueof a shareis the average value of
the sharesfor the five dealing days starting from, and including, the day when the shares
are first quoted ex dividend. This is worked out from the average middle-market quotations
for the shareson the London Stock Exchange, as published in its Daily Official List. A
certificate or report from the Auditorstating the relevant valuewill be conclusive
evidence of that amount.109.5
    
    The Directorswill only apply this Article 109 if wehave enough revenues or
reserves which can be capitalisedto satisfy the offer.109.6
    
    After the Directorshave decided to apply this Article 109 to a dividend, as soon
as reasonably practicable they must, notify eligible shareholders in writingof their right to
opt for new shares. This notice should also say how, where and when shareholdersmust notify
usif they want to receive new shares. Where new sharesare available and shareholdershave
already opted to receive new sharesin place of all future dividends, wewill not notify them
of a right to opt for new shares. Instead, wewill remind them that they have already opted
for new sharesand tell them how to tell usif they want to start receiving cash dividends
again.109.7
    
    The Directorscan set a minimum number of shareswhich shareholderscan receive
under their right to choose new shares. No shareholderswill receive a fraction of a share.
The Directorscan decide how to deal with any fractions left over. Wecan, if the Directors
decide, have the benefit of these left over fractions.109.8
    
    The Directorscan exclude or restrict the right to opt for new shares, or make
any other arrangements which they decide are necessary or convenient to deal with any of the
following legal or practical problems:
 (a)
    
    problems relating to laws of any territory; or(b)
    
    problems relating to the requirements of any recognised regulatory body or
stock exchange in any territory; or(c)
    
    where special formalities would otherwise apply in connection with the offer of
new shares.
 109.9
    
    So far as a shareholderopts to receive new shares, no dividend on the sharesfor
which they have opted to receive new shares(called the elected shares) will be declaredor
payable. Instead, new shareswill be allottedon the basis set out earlier in this Article
109. To do this the Directorswill convert into capital the sum equal to the total nominal
amountof the new sharesto be allotted. They will use this sum to pay up in fullthe
appropriate number of new shares. These will then be allottedand distributed to the holders
of the elected sharesas set out above. The sum to be converted into capital can be taken from
any amount in any reserveor fund (including the share premium account, any capital redemption
reserveand the income statement). Article 108 applies to this process, so far as it is
consistent with this Article 109.109.10
    
    Unless the Directorsdecide otherwise or the CREST Regulationsor the rules of a
relevant systemrequire otherwise, any new shareswhich a shareholderhas chosen to receive
instead of some or all of their cash dividend will be:
 (a)
    
    sharesin uncertificated form if the corresponding elected shareswere
uncertificated shareson the record date for that dividend; and
 50




---



##### 



(b)
    
    sharesin certificated form if the corresponding elected shareswere sharesin
certificated form on the record date for that dividend.
 109.11
    
    The new sharesrankequally in all respects with the existing shareson the
record date for the dividend. But, they are not entitled to share in the dividend from which
they arose.109.12
    
    The Directorscan decide at their discretion that new shareswill not be
available in place of any cash dividend. They can decide this at any time before new shares
are allottedin place of a cash dividend, whether before or after shareholdershave opted to
receive new shares.
 Accounts
 110
    
    Accounting and other recordsThe Directorswill make sure that proper accounting records that comply with the law
are kept to record and explain ourtransactions.111
    
    The location and inspection of records111.1
    
    The accounting records will be kept:
 (a)
    
    at the registered office; or(b)
    
    at any other place which the lawallows, and the Directorsdecide on.
 111.2
    
    Ourofficers always have the right to inspect the accounting records.111.3
    
    Anyone else (including a shareholder) does not have any right to inspect any of
ouraccounting books or papers unless:
 (a)
    
    the lawor a proper court order or an ordinary resolutionpassed by usgives
them that right; or(b)
    
    the Directorsauthorise them to do so.
 112
    
    Sending copies of accounts and other documents112.1
    
    This Article 112 applies to every balance sheet and income statement to be laid
before the shareholdersat a General Meetingwith any other document which the lawrequires to
be attached to these, including the Directorsand Auditorsreports.112.2
    
    Wemust send copies of the documents mentioned in Article 112.1 to the Auditors,
shareholdersand debentureholders and all other people the Articles, or the law, say wemust
send them to. Wemust do this at least 21 clear daysbefore the relevant General Meeting. But
wedo not need to send these documents to:
 (a)
    
    shareholderswho wesend summary financial statements to;(b)
    
    more than one joint holder of sharesor debentures; or(c)
    
    any person wedo not have a current address for.
 112.3
    
    Shareholdersor debentureholders who are not sent copies can receive a copy free
of charge by applying to usat the registered office.
 51




---



##### 



Auditors
 113
    
    Acts of Auditors113.1
    
    The Directorsmust appoint Auditorsfor us. So far as the lawallows, the actions
of a person acting as an auditor are valid in favour of someone dealing with usin good faith,
even if there was some defect in the persons appointment or the person was at any time not
qualified to act as an auditor.114
    
    Auditors at General Meetings114.1
    
    An Auditorcan attend any General Meetingand should receive all noticesof and
other communications relating to any General Meetingwhich any shareholderis entitled to
receive. They can speak at General Meetingson any business which is relevant to them as
Auditor.
 Communicating with shareholders
 115
    
    Serving and delivering notices and other documents115.1
    
    Subject toand in line with the Companies Actsand these Articles, wecan send or
supply all types of notices, documents or information to shareholderselectronicallyor by
making the notices, documents or information available on a website(or wecan do both).115.2
    
    Subject toand in line with Articles 115, 116, 118 and 119, the Company
Communications Provisionsin the Companies Actgovern how wesend or receive notices,
documents or information.116
    
    Notices to joint holders116.1
    
    We will consider anything which needs to be agreed by joint shareholdersas
agreed when the first joint shareholderwho is listed on the Registerhas agreed. We treat a
noticegiven to the first shareholder in this way as given to all of the joint shareholders.116.2
    
    When a noticeor document is given to joint shareholders, it will be given to the
first joint shareholderwho is listed on the Register.116.3
    
    Where this Article 116 relates to joint shareholders, it will take priority over
the Company Communications Provisions.117
    
    Notices for shareholders with foreign addresses117.1
    
    This Article 117 applies to shareholders(including joint shareholders) whose
address on the Registeris outside the United Kingdom. Subjectto the Statutes, they can give
usa United Kingdomaddress where wecan serve noticesor documents on them. If they do give
us a United Kingdom address, they are entitled to have noticesor documents served on them at
that address. Otherwise, they are not entitled to receive any noticesand documents from us
except electronically, subject to all the laws that apply.117.2
    
    For shareholdersregistered on a branch register, noticesor documents can be
posted in the United Kingdomor in the country where the branch register is kept.
 52




---



##### 



118
    
    When notices are served or considered to be served118.1
    
    If we send a noticeor any other kind of document (including a share
certificate):
 (a)
    
    through the post (or internal post for a shareholderwho is one of our
employees or an employee of one of oursubsidiaries); or(b)
    
    in electronicform but not electronically;
 we treat it as being properly served or delivered within 24 hours if weused first-class
post or 48 hours if weused second-class post (or on the day advised by the post office).Wecan prove that a noticeor other document was served by post (or internal post) by
showing that:
 (a)
    
    the letter containing the noticeor document was properly addressed; and(b)
    
    it was put into the postal system with postage pre-paid (where this applies) or
given to a delivery agent.
 118.2
    
    Wewill treat any noticeor document which wesent or supplied electronicallyas
being properly sent 24 hours after it was transmitted. Proving delivery of the notice,
document or information will be adequate to show it was properly addressed.118.3
    
    Wewill treat any noticeor document which we send or supply through a websiteas
being properly served when:
 (a)
    
    the material is first made available on the website; or(b)
    
    the person wesent the noticeor document to received (or is treated as having
received) noticethat the material was available on the website.
 118.4
    
    If weserve, deliver personally or leave a noticeor any other kind of document
at the address for the shareholderon the Register, wetreat it as being served or delivered
on the day and at the time it was left.118.5
    
    If a shareholderis present at any shareholders meetingeither in person or by
proxyor, in the case of a corporate shareholder, by a duly authorised corporate
representative, we will consider that they received noticeof the meetingand of the reason
why it was called.118.6
    
    Where this Article 118 relates to any noticesor documents wetreat as having
been delivered, it will take priority over the Company Communications Provisions.119
    
    Serving notices and documents on shareholders who have died, are bankrupt or are of
unsound mind119.1
    
    This Article 119 applies if a shareholderhas died, has become of unsound mindor
become bankrupt or is in liquidation, but is still registered as a shareholder. It applies
whether they are registered as a sole or joint shareholder. A person who is automatically
entitled to such shares by law, and who proves this to the reasonable satisfaction of the
Directors, can give an address for service of noticesand documents. If this is done, notices
and documents must be sent to that address. Otherwise, if any notice or other document is
served on the shareholdernamed on the Register, or sent to them in line with the Articles,
this will be valid despite their death, unsound mind, bankruptcy or liquidation. This applies
even if weknew about these things. If noticesor documents are
 53




---



##### 



served or sent in line with this Article 119.1, there is no need to send them to, or serve
them in any other way, on any other people who may be involved.119.2
    
    Where this Article relates to a shareholderwho has died, has become of unsound
mindor become bankrupt or is in liquidation, it will take priority over the Company
Communications Provisions.120
    
    If documents are accidentally not sent120.1
    
    If any noticeor other document relating to any meeting or other proceeding is
accidentally not sent, or is not received, the meeting or other proceeding will not be invalid
as a result.121
    
    When entitlement to notices stops121.1
    
    This Article 121 applies if, on two consecutive occasions, noticesor other
communications have been sent by post to a shareholderat their registered address (or, in the
case of a shareholderwhose registered address is not in the United Kingdom, any address given
to usfor serving notices) but have been returned undelivered. The shareholderwill not be
entitled to receive any more noticesor other communication until they have given usa new
registered address (or, in the case of a shareholderwhose registered address is not within
the United Kingdom, a new address for serving of notices). For the purposes of this Article
121.1, references to a communication include references to any cheque or other method of
payment; but nothing in this Article 121.1 will entitle usto stop sending any cheque or other
method of payment for any dividend, unless weare also entitled to do so under Article 106.2.122
    
    Signing or authenticating of documents sent electronically122.1
    
    If, under these Articles, a notice, information or document needs to be signed or
authenticated by a shareholderor other person, wewill consider any noticeor document in
electronic formis sufficiently authenticated if:
 (a)
    
    wecan confirm the identity of the sender;(b)
    
    wehave no reason to doubt the identity of the sender; or(c)
    
    it is in any other way approved by the Directors.
 Wemay specify ways for validating a notice, information or a document, and wewill regard
any notice, information or document not validated in the way wespecify as not having been
received by us.123
    
    Statutory requirements for notices123.1
    
    Nothing in Articles 115 to 122 will affect any legal requirement for serving any
offer, notice, information or other document in any particular way.
 Winding up
 124
    
    Directors power to petition124.1
    
    The Directorshave power in ourname and on ourbehalf to present a petition to
the court for NGto be wound up.
 54




---



##### 



125
    
    Distributing assets in kind125.1
    
    If weare wound up(whether by voluntary liquidation, under supervision of the
Court, or by the Court) the liquidator can, with the authority of a special resolutionpassed
by the shareholdersand any other sanction required by the law, divide the whole or any part
of ourassetsamong our shareholders. This applies whether the assetsconsist of property of
one kind or different kinds. For this purpose, the liquidator can set whatever value they
consider fair on any property and decide how to divide it between shareholdersor different
groups of shareholders. The liquidator can also, with the authority of a special resolution
passed by the shareholdersand any other sanction required by legislation, transfer any part
of the assetsto trusteeson trusts for the benefit of shareholdersas the liquidator decides.
The liquidation of NGcan then be closed and ourcompanydissolved. However, under this
Article 125, no past or present shareholdercan be forced to accept any sharesor other
property which carries a liability.
 Destroying documents
 126
    
    Destroying documents126.1
    
    Wecan destroy:
 (a)
    
    all transfer forms for shares, and documents sent to support a transfer, and
any other documents which were the basis for making an entry on the Register, six years
after the date of registration;(b)
    
    all dividend payment instructions and notifications of a change of address or
name, two years after the date these were registered; and(c)
    
    all cancelled share certificates, one year after the date they were cancelled.
 126.2
    
    If wedestroy a document in line with Article 126.1, it is conclusively treated
as having been a valid and effective document in line with ourrecords relating to the
document. Any action wetook in dealing with the document in line with ourterms before it was
destroyed is conclusively treated as properly taken.126.3
    
    This Article 126 only applies to documents which are destroyed in good faith and
if weare not on notice of any claim to which the document may be relevant.126.4
    
    For documents relating to sharesin uncertificated form, wemust also comply with
any rules (as defined in the CREST Regulations) which limit ourability to destroy these
documents.126.5
    
    Wecan destroy a document earlier than the dates mentioned in Article 126.1 if we
make a permanent record (whether electronically, by microfilm, by digital imaging or by any
other means) of that document before wedestroy it.126.6
    
    This Article 126 does not make usliable:
 (a)
    
    if wedestroy a document earlier than referred to in Article 126.1; or(b)
    
    if wewould not be liable if this Article 126 did not exist.
 126.7
    
    This Article 126 applies whether wedestroy a document or dispose of it in some
other way.
 55




---



##### 



Indemnity and insurance
 127
    
    Indemnity and insurance127.1
    
    To the fullest extent permitted by law, wewill indemnify all our Directorsand
officers out of ourown funds against the following:
 (a)
    
    Any liability incurred by or attaching to them in connection with any
negligence, default, breach of duty or breach of trust by them in relation to NGother
than:
 (i)
    
    any liability to usor any associated company; and(ii)
    
    any liability of the kind referred to in Section 234(3) of the
Companies Act.
 (b)
    
    Any other liability incurred by or attaching to them:
 (i)
    
    in actually or seemingly carrying out their duties;(ii)
    
    in using or seemingly using their powers; and(iii)
    
    in any other activity connected to their duties, powers or
office.
 Where a Directoror officer is indemnified against any liability in line with this Article
127, the indemnitywill cover all costs, charges, losses, expenses and liabilitiesincurred
by them.127.2
    
    As well as the cover provided under Article 127.1 above, the Directorswill have
power to purchase and maintain insurance for or for the benefit of:
 (a)
    
    any person who is or was at any time a Directoror officer of any relevant
company; or(b)
    
    any person who is or was at any time a trustee of any pension fund or
employees share scheme in which employees of any relevant companyare interested.
 This includes insurance against any liability incurred by or attaching to them through any
act or omission:
 (i)
    
    in actually or seemingly carrying out their duties;(ii)
    
    in using or seemingly using their powers; and(iii)
    
    in any other activity connected to their duties, powers or offices;
 in relation to:
 (a)
    
    any relevant company;(b)
    
    any pension fund; or(c)
    
    any employees share scheme;
 and all costs, charges, losses, expenses and liabilitiesincurred by them in relation to any
act or omission.127.3
    
    Subject tothe law, wewill:
 (a)
    
    provide a Directoror officerwith funds to meet expenditure they have incurred
or may incur in defending any criminal or civil proceedings or in
connection with any application under the provisions mentioned in Section 205(5) of the Companies Act;
 56




---



##### 



(b)
    
    provide a Directoror officerwith funds to meet expenditure they have incurred
or may incur in defending an investigation by a regulatory authority or against action
proposed by a regulatory authority in connection with any alleged negligence, default,
breach of duty or breach of trust by him or her in relation to us; and(c)
    
    do anything to enable a Directoror officer to avoid incurring such
expenditure, but any funds weprovide or other things wedo will be in line with
Section 205(5) of the Companies Act.
 The ADR Depositary
 ADRs
 128
    
    ADR definitions128.1
    
    In Articles 128 to 137:
 ADR Depositary
    
    A bank (custodian), approved by the Board, who holds
Depositary Sharesunder arrangements where they issue
ADRsto an ADR Holder.ADR Holder
    
    means a person or persons who are registered as holding
our ADRs.ADRs
    
    American depositary receipts which are issued by the ADR
Depositaryand represent Depositary Shares.Appointed Number
    
    means the number of Depositary Shareswhich an Appointed
Proxyholds.Appointed Proxy
    
    means an ADR Holderwho is appointed as proxyby the ADR
Depositary.Depositary Shares
    
    Our sharesheld by a custodian.Proxy Register
    
    The register of names and addresses of all the Appointed
Proxies.
 129
    
    The ADR Depositary can appoint proxies129.1
    
    The ADR Depositarycan appoint more than one person to be its proxy. As long as
the appointment is in line with the requirements in Article 129.2, the appointment can be made
in any way and on any terms which the ADR Depositarythinks fit. Each person appointed in this
way is called an Appointed Proxy.129.2
    
    The appointment must set out the number of sharesallocated to each Appointed
Proxy. This number is called the Appointed Number. When added together, the Appointed Numbers
of all Appointed Proxiesappointed by the ADR Depositarymust not be more than the number of
Depositary Shares(as calculated in Article 129.3).
 57




---



##### 



129.3
    
    The Depositary Shareswhich can be held by the ADR Depositaryconsist of the
total of the number of sharesregistered in the name of the ADR Depositary.130
    
    The ADR Depositary must keep a Proxy Register130.1
    
    The ADR Depositarymust keep a register of the names and addresses of all the
Appointed Proxies. This is called the Proxy Register. The Proxy Registerwill also set out the
ADRsheld by each Appointed Proxy.The Appointed Numberof sharescan be calculated by
multiplying the number of ADRsheld by an Appointed Proxyby the number of shareswhich any
one ADRcurrently represents.130.2
    
    The ADR Depositarymust let anyone the Directorsnominate inspect the Proxy
Registerduring usual business hours on a business day. The ADR Depositarymust also provide,
as soon as possible, any information contained in the Proxy Registerif weor ouragents ask
for it.131
    
    Appointed Proxies can only attend General Meetings if properly appointed131.1
    
    An Appointed Proxymay only attend a General Meetingif they provide uswith
written evidence of their appointment by the ADR Depositaryfor that General Meeting. This
must be in a form agreed between the Directorsand the ADR Depositary.132
    
    Rights of Appointed Proxies132.1
    
    Subject tothe Companies Actand these Articles,and as long as the Depositary
Sharesare sufficient to include an Appointed Proxys Appointed Number:
 (a)
    
    at a General Meetingwhich an Appointed Proxyis entitled to attend, they are
entitled to the same rights and have the same obligations in relation to their
Appointed Numberof sharesas if the ADR Depositarywas the registered holder of the
sharesand they had been validly appointed in line with Articles 51 to 55 by the ADR
Depositaryas its proxyin relation to those shares; and(b)
    
    an Appointed Proxycan appoint another person to be their proxyfor their
Appointed Numberof shares, as long as the appointment is made and deposited in line
with Articles 51 to 55 and, if it is, the provisions of these Articleswill apply to
this appointment as though the Appointed Proxywas the registered holder of such shares
and the appointment was made by them in that capacity.
 133
    
    Sending information to an Appointed Proxy133.1
    
    Wecan, if the Directorsdecide and subject toU.S. and any other legal and
regulatory requirements, send all the same documents we send to shareholdersto an Appointed
Proxy, at their address in the Proxy Register.134
    
    Paying dividends to an Appointed Proxy134.1
    
    Wecan pay to an Appointed Proxy, at their address in the Proxy Register, all
dividends or other monies relating to the Appointed Proxys Appointed Numberof sharesinstead
of paying this amount to the ADR Depositary. If wedo this, wewill not have any obligation to
make this payment to the ADR Depositaryas well.
 58




---



##### 



135
    
    The Proxy Register can be fixed at a certain date135.1
    
    To determine who is entitled as Appointed Proxiesto:
 (a)
    
    exercisethe rights conferred by Article 132;(b)
    
    receive documents sent in line with Article 133; and(c)
    
    be paid dividends in line with to Article 134,
 and the Appointed Numberof sharesfor which a person is to be treated as having been
appointed as an Appointed Proxy, the ADR Depositarycan determine that the Appointed Proxies
are the people entered in the Proxy Registerat the close of business on a date (a Record
Date) determined by the ADR Depositaryin consultation with us.135.2
    
    When a Record Dateis decided for a particular purpose:
 (a)
    
    the Appointed Numberof sharesheld by an Appointed Proxywill be treated as
the number appearing against their name in the Proxy Registerat the close of business
on the Record Date;(b)
    
    this can be shown by multiplying the number of ADRswhich each Appointed Proxy
holds by the number of shareswhich any one ADRcurrently represents; and(c)
    
    changes to entries in the Proxy Registerafter the close of business on the
Record Datewill be ignored in determining if a person is entitled for the purpose
concerned.
 136
    
    The nature of an Appointed Proxys interest136.1
    
    Except as required by the Companies Act, wewill not recognise any Appointed
Proxyas holding any interest in sharesheld in any trust.136.2
    
    Except for recognising the rights set out in Article 132, weare entitled to
treat any person entered in the Proxy Registeras an Appointed Proxyfor certain sharesas the
only person (other than the ADR Depositary) who has any interest in such shares.137
    
    Validity of the appointment of Appointed Proxies137.1
    
    If any question arises at a General Meetingabout the validity of any
appointments to vote (or exerciseany other right) in respect of any shares(for example,
because the total number of sharesrecorded against appointments in the Proxy Registeris more
than the number of Depositary Shares), the chairman of the General Meetingwill decide who can
vote (which can include refusing to recognise a particular appointment or appointments as
valid) and the chairmans decision will, if made in good faith, be final and binding.137.2
    
    If a question of the type described in Article 137.1 arises in any circumstances
other than at or in relation to a General Meeting, the question will be decided by the
Directors. Their decision (which can include refusing to recognise a particular appointment or
appointments as valid) will also, if made in good faith, be final and binding.
 59




---



##### 



Glossary
 About the glossary
 our Articles Articles Articles
 Act Companies Act
 adjourn
 allot issued
 asset
 attorney a power of attorney
 associated company Companies Act companys holding company holding company
 automatically entitled to a share by law shareholder shareholders personal representatives shares shareholder
 beneficial interest ownership
 brokerage company issuing
 capitalise reserves company
 capital redemption reserve company redeemed
 casual vacancy Directors Director Director Director Articles
 certificate our securities
 Common Seal our we executed
 60




---



##### 



company
 Company Secretary Companies Act company Companies Act Company Secretary
 consolidate nominal value nominal
value
 debenture company
 declare
 dividend arrears cumulative rights
 dividend warrant
 electronically electronic form Companies Act
 equity securities equity shares Companies Act
 equity shares our Companies Act
 ex dividend declared
 executed
 executive capacity
 exercise
 final dividend shareholders
 fully paid shares paid up
 holding company company company company company company subsidiary company
 indemnity indemnify
 in issue issue
 instruments
 61




---



##### 



interim dividend Directors
 issue in issue
 liabilities
 jointly and severally liable
 material Board our Director
 negotiable instrument
 nominal amount or value share our 17 43 1117/43p. This certificate We shares premium NG
 notice
 non equity securities Securities equity securities
 ordinary resolution
 personal representatives
 poll shareholder shares shareholder share show
of hands shares
 power of attorney
 pre-emption rights shareholders Companies Act issued shares
 premium we issue share nominal value nominal value nominal value
 62




---



##### 



proxy shareholder meeting shareholder proxy form shareholder
 proxy form shareholder proxy meeting us meeting
 quorum
 rank ranking shareholders shares share share our shares shares shares shares shares our shares
 redeem redemption us issued
 relevant company
 (a)
    
    us;(b)
    
    any of ourholding companies; and(c)
    
    any company(incorporated or not) in which weor any of ourholding companieshave or have
had a direct or indirect interest, or which is associated in any way with us or any of our
subsidiaries.
 relevant securities company company subscribe
 relevant system CREST Regulations certificates
 renouncing or renunciation allotted renounced
 reserve fund or reserves company shareholders company
 rights rights of any share share meeting
 63




---



##### 



securities company assets company company
 securities seal our we Our our Common Seal
 share premium account we share nominal value nominal value nominal value reserve fund
 show of hands
 special notice Companies Act special
notice we shareholders meeting meeting
 special resolution Shareholders clear days
 special rights rank assets
 statutory declaration
 stock security
 subdividing shares nominal amount
 subject to
 subscribe for shares company
 subsidiary company company company company Companies Act
 subsidiary undertaking Companies Act subsidiary company company company
 (a)
    
    has a majority of the votes in the companyeither alone, or acting with others;(b)
    
    is a shareholderwho can appoint or remove a majority of the directors; or(c)
    
    can exercisedominant influence over the companybecause of anything in the companys
articles, or because of a certain kind of contract.
 64




---



##### 



systems rules relevant system
 take-over offer company company company
 treasury shares company Companies Act
 trustees law beneficial owners
 UK GAAP
 uncertificated proxy instruction relevant
system systems rules our Directors
 unincorporated associations law
 unsound mind
 website us
 wind up company assets shareholders Shares our shares
 65