##### 



Exhibit 1.3
    Articles of Association
  National Grid plc*
  Linklaters




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Contents
 Article number
    
    
    PageIntroductionTable A and other standard regulations do not apply
    
    
    1
    
    
    
    1The meaning of the Articles
    
    
    2
    
    
    
    1Share capitalThe form of our share capital
    
    
    3
    
    
    
    5Changing capitalThe power to increase capital
    
    
    4
    
    
    
    5Applying the Articles to new shares
    
    
    5
    
    
    
    5The power to change capital
    
    
    6
    
    
    
    5Fractions of shares
    
    
    7
    
    
    
    5The power to reduce capital
    
    
    8
    
    
    
    6Buying back shares
    
    
    9
    
    
    
    6SharesThe special rights of new shares
    
    
    10
    
    
    
    7The Directors power to deal with shares
    
    
    11
    
    
    
    7Power to pay commission and brokerage
    
    
    12
    
    
    
    7Renouncing allotted but unissued shares
    
    
    13
    
    
    
    8No trusts or similar interests recognised
    
    
    14
    
    
    
    8Uncertificated sharesUncertificated shares
    
    
    15
    
    
    
    8Share certificatesCertificates
    
    
    16
    
    
    
    9Replacement share certificates
    
    
    17
    
    
    
    10Changing shares rightsChanging the special rights of shares
    
    
    18
    
    
    
    10More about the special rights of shares
    
    
    19
    
    
    
    11Transferring sharesTransfer forms
    
    
    20
    
    
    
    11Transferring shares in certificated form
    
    
    21
    
    
    
    11Refusing to register certain transfers
    
    
    22
    
    
    
    12Closing the Register
    
    
    23
    
    
    
    12Overseas branch registers
    
    
    24
    
    
    
    12More provisions on uncertificated shares
    
    
    25
    
    
    
    12
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Article number
    
    
    PagePeople automatically entitled to shares by lawIf a shareholder dies
    
    
    26
    
    
    
    13Registering personal representatives
    
    
    27
    
    
    
    13A person who wants to be registered must give notice
    
    
    28
    
    
    
    13Transfers by a person who is automatically entitled to a share by law
    
    
    29
    
    
    
    13The rights of people automatically entitled to shares by law
    
    
    30
    
    
    
    13Shareholders who cannot be tracedShareholders who cannot be traced
    
    
    31
    
    
    
    14General MeetingsThe Annual General Meeting
    
    
    32
    
    
    
    15Extraordinary General Meetings
    
    
    33
    
    
    
    15Calling an Extraordinary General Meeting
    
    
    34
    
    
    
    15Notice of General Meetings
    
    
    35
    
    
    
    15Class meetings
    
    
    36
    
    
    
    17Moving a General Meeting at short notice
    
    
    37
    
    
    
    17Proceedings at General MeetingsThe chairman of a General Meeting
    
    
    38
    
    
    
    17Security and other arrangements at General Meetings
    
    
    39
    
    
    
    18Overflow meeting rooms
    
    
    40
    
    
    
    18The quorum needed for General Meetings
    
    
    41
    
    
    
    18The procedure if there is no quorum
    
    
    42
    
    
    
    19Adjourning General Meetings
    
    
    43
    
    
    
    19Amending resolutions
    
    
    44
    
    
    
    20Proxies and Directors speaking at General Meetings
    
    
    45
    
    
    
    20Voting proceduresAll votes decided on a poll
    
    
    46
    
    
    
    20How a poll is taken
    
    
    47
    
    
    
    21Timing of a poll
    
    
    48
    
    
    
    21The chairmans casting vote
    
    
    49
    
    
    
    22The effect of a declaration by the chairman
    
    
    50
    
    
    
    22Voting rightsThe votes of shareholders
    
    
    51
    
    
    
    22Shareholders who owe us money
    
    
    52
    
    
    
    22Votes of shareholders who are of unsound mind
    
    
    53
    
    
    
    23The votes of joint holders
    
    
    54
    
    
    
    23Restrictions on shareholder votingSuspending shareholder rights on non-disclosure of interest
    
    
    55
    
    
    
    23
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Article number
    
    
    PageProxiesCompleting proxy forms
    
    
    56
    
    
    
    25Delivering completed proxy forms
    
    
    57
    
    
    
    26Cancelling a proxys authority
    
    
    58
    
    
    
    26Representatives of companies
    
    
    59
    
    
    
    27Challenging votes
    
    
    60
    
    
    
    27DirectorsThe number of Directors
    
    
    61
    
    
    
    27Qualification to be a Director
    
    
    62
    
    
    
    27Directors fees
    
    
    63
    
    
    
    28Special pay
    
    
    64
    
    
    
    28Directors expenses
    
    
    65
    
    
    
    28Directors pensions and other benefits
    
    
    66
    
    
    
    28Appointing Directors to various posts
    
    
    67
    
    
    
    29Changing DirectorsAge limits
    
    
    68
    
    
    
    29Retiring Directors
    
    
    69
    
    
    
    30Eligibility for re-election
    
    
    70
    
    
    
    30Re-electing a Director who is retiring
    
    
    71
    
    
    
    30Electing two or more Directors
    
    
    72
    
    
    
    30People who can be Directors
    
    
    73
    
    
    
    30Filling vacancies and appointing extra Directors
    
    
    74
    
    
    
    31Removing and appointing Directors by an ordinary resolution
    
    
    75
    
    
    
    31When Directors are disqualified
    
    
    76
    
    
    
    31Directors meetingsDirectors meetings
    
    
    77
    
    
    
    32Who can call Directors meetings?
    
    
    78
    
    
    
    32How Directors meetings are called
    
    
    79
    
    
    
    32Quorum
    
    
    80
    
    
    
    32The chairman of Directors meetings
    
    
    81
    
    
    
    33Voting at Directors meetings
    
    
    82
    
    
    
    33Directors meetings by video conference and phone
    
    
    83
    
    
    
    33Resolutions in writing
    
    
    84
    
    
    
    33The validity of Directors actions
    
    
    85
    
    
    
    34Directors interestsDirectors interests in transactions with us
    
    
    86
    
    
    
    34When Directors can vote on things they have an interest in
    
    
    87
    
    
    
    35More about Directors interests
    
    
    88
    
    
    
    36MinutesMinutes
    
    
    89
    
    
    
    37
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Article number
    
    
    PageDirectors committeesDelegating powers to committees
    
    
    90
    
    
    
    37Committee procedure
    
    
    91
    
    
    
    37Directors powersThe power to appoint attorneys and agents
    
    
    92
    
    
    
    38Local boards
    
    
    93
    
    
    
    38Using the title Director
    
    
    94
    
    
    
    38Signatures on cheques
    
    
    95
    
    
    
    39Borrowing powers
    
    
    96
    
    
    
    39Borrowing restrictions
    
    
    97
    
    
    
    39Alternate directorsAlternate directors
    
    
    98
    
    
    
    43The Company SecretaryThe Company Secretary
    
    
    99
    
    
    
    44The SealThe Seal
    
    
    100
    
    
    
    44Authenticating documentsEstablishing that documents are genuine
    
    
    101
    
    
    
    45ReservesSetting up reserves
    
    
    102
    
    
    
    46DividendsFinal dividends
    
    
    103
    
    
    
    46Fixed and interim dividends
    
    
    104
    
    
    
    46Dividends not in cash
    
    
    105
    
    
    
    46Deducting amounts owing from dividends and other money
    
    
    106
    
    
    
    47Payments to shareholders
    
    
    107
    
    
    
    47Record dates for payments and other matters
    
    
    108
    
    
    
    48Dividends which are not claimed
    
    
    109
    
    
    
    48Waiver of dividends
    
    
    110
    
    
    
    48Capitalising reservesCapitalising reserves
    
    
    111
    
    
    
    48Scrip dividendsShareholders can be offered the right to receive scrip dividends
(extra shares instead of cash dividends)
    
    
    112
    
    
    
    49AccountsAccounting and other records
    
    
    113
    
    
    
    51
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Article number
    
    
    PageThe location and inspection of records
    
    
    114
    
    
    
    51Sending copies of accounts and other documents
    
    
    115
    
    
    
    51AuditorsActs of Auditors
    
    
    116
    
    
    
    52Auditors at General Meetings
    
    
    117
    
    
    
    52NoticesServing and delivering notices and other documents
    
    
    118
    
    
    
    52Notices to joint holders
    
    
    119
    
    
    
    53Notices for shareholders with foreign addresses
    
    
    120
    
    
    
    53When notices are served or considered to be served
    
    
    121
    
    
    
    53Serving notices and documents on shareholders who have died, are
bankrupt or of unsound mind
    
    
    122
    
    
    
    54If documents are accidentally not sent
    
    
    123
    
    
    
    54When entitlement to notices stops
    
    
    124
    
    
    
    54Signing documents
    
    
    125
    
    
    
    54Electronic communication
    
    
    126
    
    
    
    55Statutory requirements for notices
    
    
    127
    
    
    
    55Winding upDirectors power to petition
    
    
    128
    
    
    
    55Distributing assets in kind
    
    
    129
    
    
    
    56Destroying documentsDestroying documents
    
    
    130
    
    
    
    56Indemnity and insuranceIndemnity and insurance
    
    
    131
    
    
    
    57The ADR DepositaryADR definitions
    
    
    132
    
    
    
    58The ADR Depositary can appoint proxies
    
    
    133
    
    
    
    58The ADR Depositary must keep a Proxy Register
    
    
    134
    
    
    
    59Appointed Proxies can only attend General Meetings if properly
appointed
    
    
    135
    
    
    
    59Rights of Appointed Proxies
    
    
    136
    
    
    
    59Sending information to an Appointed Proxy
    
    
    137
    
    
    
    59Paying dividends to an Appointed Proxy
    
    
    138
    
    
    
    59The Proxy Register can be fixed at a certain date
    
    
    139
    
    
    
    59The nature of an Appointed Proxys interest
    
    
    140
    
    
    
    60Validity of the appointment of Appointed Proxies
    
    
    141
    
    
    
    60Glossary
    
    
    
    
    
    
    66
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The Companies Act 1985
 Public company limited by shares
 Articles of Association
   National Grid plc*
 (incorporated on 11 July 2000)
 
 Introduction
 1
    
    Table A and other standard regulations do not apply1.1
    
    The regulations in Table A of the Companies (Tables A to F) Regulations 1985 (which
set out model articles of association), and any similar regulations in the Companies Act, do
not apply to us.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. The glossary also explains some of the
words in the Memorandum. But the glossary is not part of the Memorandumor Articles, and 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
    
    Definitionsalternate 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.
 1




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Words
    
    DefinitionsAuditors
    
    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.business 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 90.Companies Act
    
    The Companies Act 1985.company representative
    
    A person, authorised by a companywhich is a
shareholderto act as the companysrepresentative at
a General Meetingor class meetingthe companyis
entitled to attend.CREST Regulations
    
    The Uncertificated Securities Regulations 2001.Director
    
    A Director of NG.electronic mail
    
    Includes any electronic transmission in any form
through any medium (including transmission through the
internet or by fax).existing shares(of any kind)
    
    Shareswhich are in issueat the relevant time.General Meetingor meeting
    
    A meeting of our shareholders, which is an Annual
General Meetingor an Extraordinary General Meeting,
as set out in Article 32 and Article 33.in writing
    
    Written by hand or produced by any substitute for
writing including, where the lawpermits, electronic
communication.law
    
    The Companies Act, 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.Memorandum
    
    The Memorandum of Association of NG.NG
    
    National Grid plc.operator
    
    CRESTCO Limited or any other operator of a relevant
systemunder the CREST Regulations.
 2




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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 members.registered office
    
    Ourregistered office.seal
    
    OurCommon Seal, or any official seal wekeep under
Section 40 of the Companies Act(called a securities
seal).shareholder
    
    A holder of our shares.shareholders meeting
    
    Includes both a General Meetingand a class meetingof
NG.shares
    
    Ourordinary shares of 10p each or any other class of
ourshares which are created.Substantive Resolution
    
    Any resolution at a General Meeting, other than a
Procedural Resolution.UK Listing Authorityor UKLA
    
    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
    
    Words which refer to males also refer to females, and to companies and so on.2.6
    
    References to a person or people include companies, unincorporated associationsand
so on.2.7
    
    Any headings in these Articlesare only included for convenience. They do not
affect the meaning of the Articles.
 3




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2.8
    
    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.2.9
    
    When an Actor the Articlesare referred to, the version which is current at the
time will apply.2.10
    
    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.2.11
    
    Any word which is defined in the Companies Actor 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 Actor 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 resolutionor an extraordinary
resolution. Where the Articlessay that something can be done by passing a special resolution,
this can also be done by passing an extraordinary 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, in relation to
electronic mailor electronic communication, any number or address (including, in the case of
any proxyappointment permitted under Article 57.3, an identification number of a participant
in the relevantsystem) used for the purposes of such communication.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




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Share capital
 3
    
    The form of our share capital3.1
    
    Ourshare capital at the date when these Articlesare adopted is made up of five
billion (5,000,000,000) ordinary shares of 10 pence each.
 Changing capital
 4
    
    The power to increase capital4.1
    
    The shareholderscan increase ourshare capital by passing an ordinary resolution.
The resolution must fix the:
 (a)
    
    amount of the increase;(b)
    
    nominal valueof the new shares;and(c)
    
    currency or currencies of the shares.
 5
    
    Applying the Articles to new shares5.1
    
    The provisions in these Articlesabout allotment, transfer, automatic entitlement
by lawand all other things apply to new sharesunder Article 4 in the same way as if they
were part of ourexisting share capital.6
    
    The power to change capital6.1
    
    The shareholderscan pass ordinary resolutionsto do any of the following:
 (a)
    
    consolidate, subdivideor consolidateand then divide, all or any of ourshare
capital into new sharesof a larger or smaller nominal valuethan the existing shares;(b)
    
    cancel any shareswhich have not been taken, or agreed to be taken, by any
person at the date of the resolution, and reduce the amount of ourshare capital by the
amount of the cancelled shares; and(c)
    
    divide some or all of ourshare capital into shareswhich are of a smaller
nominal valuethan is fixed in the Memorandum. This is subject toany restrictions
under the law. The resolution can provide that, as between the holders of the divided
shares, different rightsand restrictions which NGcan apply to new sharescan apply to
all or any of the different divided shares.
 7
    
    Fractions of shares7.1
    
    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 membersin
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.
 5




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7.2
    
    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.7.3
    
    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.8
    
    The power to reduce capital8.1
    
    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 Companies Act.9
    
    Buying back shares9.1
    
    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 an extraordinary
resolutionpassed by the holders of the convertible sharesat a separate class meeting.
 9.2
    
    Wehave the right to:
 (a)
    
    sell any treasury shares;(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).
 6




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Shares
 10
    
    The special rights of new shares10.1
    
    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 10.1 are subject tothe provisions of Article 10.4.10.2
    
    The rightsand restrictions referred to in Article 10.1 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.10.3
    
    If the lawallows, the rightsof any new sharescan include rightsfor the holder
or us(or both the holder and us) to have them redeemed.10.4
    
    The ability to attach particular rightsand restrictions to new sharescan be
restricted by special rightspreviously given to holders of any existing shares.11
    
    The Directors power to deal with shares11.1
    
    The Directorscan decide how to deal with any shareswhich have not been issued.
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 13.1);(b)
    
    grant options to give people a choice to acquire sharesin the future; or(c)
    
    dispose of the sharesin any other way.
 This Article 11.1 is subject tothe provisions of Article 11.3.11.2
    
    The Directorsare free to decide who they deal with, when they deal with the
shares, and the terms on which they deal.11.3
    
    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.
 12
    
    Power to pay commission and brokerage12.1
    
    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.
 12.2
    
    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
 7




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##### 



allotmentof fully paidshares, any combination of the two or in any other way allowed by the law.
 13
    
    Renouncing allotted but unissued shares13.1
    
    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.14
    
    No trusts or similar interests recognised14.1
    
    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.14.2
    
    The only exception to Article 14.1 is for any right:
 (a)
    
    which is expressly given by these Articles; or(b)
    
    which wehave a legal duty to recognise.
 Uncertificated shares
 15
    
    Uncertificated shares15.1
    
    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.15.2
    
    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.15.3
    
    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(c)
    
    any of the provisions of the CREST Regulations.
 15.4
    
    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
 8




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(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 15.4, Article 15.3
will still apply to the Articles, read with those regulations.
 Share certificates
 16
    
    Certificates16.1
    
    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.16.2
    
    Wemust also satisfy any requirements of the CREST Regulationswhen issuing share
certificates. Where the lawallows, wedo not need to issue share certificates.16.3
    
    If a shareholderreceives more sharesin certificated form of any class, they are
entitled, without charge, to another certificatefor the extra shares.16.4
    
    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.16.5
    
    Wedo not have to issue more than one certificatefor any sharein certificated
form, even if that shareis held jointly.16.6
    
    When wedeliver a certificateto one joint shareholderholding sharesin
certificated form, wetreat this as delivery to all of the joint shareholders.16.7
    
    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.16.8
    
    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(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, electronically or
in any other way the Directorsapprove as long as it complies with the law.
 16.9
    
    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.16.10
    
    The time limit for usto provide a share certificatein certificated form is:
 9




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(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.
 16.11
    
    Share certificateswill also be prepared and sent earlier where the UK Listing
Authorityrequires it.17
    
    Replacement share certificates17.1
    
    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. Wemust comply with this request, without
making a charge.17.2
    
    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 ask the shareholderto pay a reasonable sum to usfor doing so.17.3
    
    A shareholdercan ask usfor a new certificateif the original is:
 (a)
    
    damaged or defaced; or(b)
    
    said to be lost, stolen, or destroyed.
 17.4
    
    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.17.5
    
    The Directorscan require the shareholderto pay ourexceptional out-of-pocket
expenses for issuing any share certificates under Article 17.3.17.6
    
    Any one joint shareholdercan request replacement certificatesunder this Article
17 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
 18
    
    Changing the special rights of shares18.1
    
    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 an extraordinary resolution;
 as long as:
 (c)
    
    the lawallows this; and(d)
    
    the Articlesor rights attached to any class of sharedo not say otherwise.
 The extraordinary 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
meetingare set out in Article 36). Alternatively, the holders of at least three-quarters of
the existing sharesof the class (by nominal value) can give their consent in writing.
 10




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18.2
    
    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.
 18.3
    
    This Article 18 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 18.19
    
    More about the special rights of shares19.1
    
    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
 20
    
    Transfer forms20.1
    
    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, or in any other
form approved by the Directors.20.2
    
    Transfers of uncertificated sharesare to be carried out using a relevant system
and must comply with the CREST Regulations.21
    
    Transferring shares in certificated form21.1
    
    The 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.
 21.2
    
    A share transfer form must be signed, or made effective in some other way, by the
person making the transfer. They do not need to use a seal to make the transfer effective.21.3
    
    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.21.4
    
    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.
 11




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21.5
    
    A transfer form cannot be used to transfer more than one class of shares. Each
class of sharesneeds a separate form.21.6
    
    Wedo not charge a fee for transferring sharesor registering changes relating to
the ownershipof shares.21.7
    
    Transfers cannot be in favour of more than four joint holders.21.8
    
    A transfer form must be properly stamped (for payment of stamp duty) where this is
required.22
    
    Refusing to register certain transfers22.1
    
    The Directorscan refuse to register a transfer of any shares:
 (a)
    
    if the relevant conditions in Article 21 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 212 of the Companies Act(see Article
55).
 22.2
    
    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.22.3
    
    If the Directorsdecide not to register a transfer of a share, they must notify
the person the shareswere to be transferred to, in line with Article 21.4. They must do this
no later than two months after wereceive the transfer form (in the case of a sharein
certificated form) or the instruction from the operatorof the relevant system(in the case of
a sharein uncertificated form).23
    
    Closing the Register23.1
    
    The Directorscan decide to suspend the registration of transfers by closing the
Register. This can be for part of a day, a day, or more than a day. Suspension periods can
vary between different classes of shares. But the Registercannot be closed for more than 30
days a year. In the case of sharesin uncertificated form, the Registermust not be closed
without the consent of the operatorof a relevant system.24
    
    Overseas branch registers24.1
    
    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.25
    
    More provisions on uncertificated shares25.1
    
    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
relevant system, or that sharesof any class should stop being held and transferred as such.
 12




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25.2
    
    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
 26
    
    If a shareholder dies26.1
    
    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.26.2
    
    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.26.3
    
    But this Article does not discharge the estate of any shareholderfrom any
liability.27
    
    Registering personal representatives27.1
    
    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.28
    
    A person who wants to be registered must give notice28.1
    
    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 16.10 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.29
    
    Transfers by a person who is automatically entitled to a share by law
 29.1
    
    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(b)
    
    for a sharein uncertificated form, transfer the shareusing a relevant system.
 13




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29.2
    
    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.30
    
    The rights of people automatically entitled to shares by law30.1
    
    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.30.2
    
    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 30.1) any of the other rights and benefits of being a
shareholder.
 Shareholders who cannot be traced
 31
    
    Shareholders who cannot be traced31.1
    
    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 31.1 (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.
 31.2
    
    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.31.3
    
    The net sale proceeds belong to usuntil claimed under this Article 31, 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.31.4
    
    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
 14




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money which wehave 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.31.5
    
    In the case of uncertificated sharesheld by shareholderswho cannot be traced,
restrictions under the CREST Regulationswill apply.
 General Meetings
 32
    
    The Annual General Meeting32.1
    
    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
meeting must say that the meeting is the Annual General Meeting. There must not be a gap of
more than 15 months between one Annual General Meetingand the next. The Directorswill decide
when and where to hold the Annual General Meeting.33
    
    Extraordinary General Meetings33.1
    
    If a General Meetingis not an Annual General Meeting, it is called an
Extraordinary General Meeting.34
    
    Calling an Extraordinary General Meeting34.1
    
    The Directorscan decide to call an Extraordinary General Meeting at any time. By
law, Extraordinary General Meetings must be called promptly in response to a requisitionby
shareholders.35
    
    Notice of General Meetings35.1
    
    Subject toArticle 35.2, wemust give at least 21 clear daysnoticein writing
(or, where the lawpermits, by electronic communication) for every Annual General Meetingand
for any other meeting where it is proposed to pass a special resolutionor to pass some other
resolution for which wehave received special noticeunder the Companies Act. For every other
General Meeting, other than a General Meetingconvened in line with Article 35.2, wemust give
at least 14 clear daysnotice in writing.35.2
    
    Wecan convene a General Meetingby shorter noticethan that specified in Article
35.1, 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.
 35.3
    
    Any noticeof General Meetingmust:
 (a)
    
    say where the meetingis to be held;(b)
    
    give the date and time of the meeting;(c)
    
    give the general nature of the business of the meeting;
 15




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(d)
    
    say if any resolution will be proposed as a special resolutionor extraordinary
resolution;(e)
    
    say that a shareholderwho can attend and vote can appoint one or more proxies
(who need not be shareholders) to vote for him on a poll;(f)
    
    state the address where appointments of proxyare to be delivered; and(g)
    
    state whether the meeting is an Annual or Extraordinary General Meeting.
 35.4
    
    Wemust send noticesof meetings to 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 meeting do not count towards the period
of notice.35.5
    
    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.35.6
    
    If wecannot effectively 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. Noticepublished in this way will be treated as being properly served on
shareholderswho are entitled to receive it on the day when the advertisement appears. Wecan
still serve noticeby electronic communicationand, if it becomes possible to use the postal
service again more than seven days before the meeting, wemust send confirmation of the notice
through the post to shareholderswho did not receive noticeby electronic communication.35.7
    
    Unless the Companies Actdoes not require it, when wereceive a requisitionin
writingfrom the number of shareholdersspecified in the Companies Actand in line with
Articles 35.8 and 35.9, 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 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.35.8
    
    If wereceive the requisitionthree months before the next Annual General
Meeting, and if the statement is in a form acceptable to the Directors, wewill send out
noticesand statements without cost to the shareholdersrequisitioningthe meeting. Otherwise,
wewill ask the requisitioniststo deposit or pay a reasonable sum to meet ourexpenses to
circulate the requisition.35.9
    
    The shareholdersshould notify usof any requisitionin writingin line with
Article 118.6.35.10
    
    No proceedings at any General Meetingwill be invalidated if weaccidentally fail
to give noticeof the meetingor to send an instrument of proxyto any shareholder.
 16




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36
    
    Class meetings36.1
    
    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.37
    
    Moving a General Meeting at short notice37.1
    
    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. 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 57, until 48 hours before the rearranged meeting. The Directorscan also
move or postpone the rearranged meeting, or both, under this Article 37.
 Proceedings at General Meetings
 38
    
    The chairman of a General Meeting38.1
    
    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 Meetingthen the Directorsshall, in advance of the General Meeting,
appoint a Directorto chair the meeting.38.2
    
    Subject toArticle 38.1, if wedo not have a chairman, or if the chairman is not
willing and able to chair the meeting, after waiting five 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.38.3
    
    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 decide which one of them is to be
chairman.38.4
    
    Any resolution (including any amending resolution) proposed by the chairman of the
meetingdoes not need to be seconded.
 17




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38.5
    
    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.39
    
    Security and other arrangements at General Meetings39.1
    
    The chairman of a meetingcan take any action they consider appropriate for:
 (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.
 39.2
    
    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.39.3
    
    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.39.4
    
    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.39.5
    
    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.40
    
    Overflow meeting rooms40.1
    
    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 40 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.41
    
    The quorum needed for General Meetings41.1
    
    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
vote.
 18




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42
    
    The procedure if there is no quorum42.1
    
    This Article applies if a quorumis not present within five 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.42.2
    
    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.42.3
    
    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.42.4
    
    If at the adjournedmeetinga quorum(two shareholders) is not present within five
minutes of the time fixed for it, the meetingis dissolved.43
    
    Adjourning General Meetings43.1
    
    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 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.43.2
    
    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.43.3
    
    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.
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43.4
    
    An adjournedGeneral Meetingcan only deal with business that could have been
dealt with at the original meetingbefore it was adjourned.44
    
    Amending resolutions44.1
    
    In the case of a resolution duly proposed as a specialor extraordinary
resolution, no amendment to that resolution (other than an amendment to correct an obvious
error) can be considered or voted on.44.2
    
    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 by electronic communicationat the address specified
for receiving electronic communicationsin an electronic communication
containing the noticeof meeting;
 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.
 44.3
    
    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.45
    
    Proxies and Directors speaking at General Meetings45.1
    
    A proxycan speak at a General Meetingwith the permission of the chairman of the
meetingbut in any event can speak to demand a poll.45.2
    
    A Directorwho is not a shareholdercan still attend and speak at a meeting.
 Voting procedures
 46
    
    All votes decided on a poll46.1
    
    Substantive Resolutionsat a General Meetingwill be decided on a poll(whether or
not one is demanded) and any Procedural Resolutionshall be decided on a show of handsunless
a pollis (before or on the declaration of the result of the show of hands) demanded.46.2
    
    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
 20




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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.
 46.3
    
    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 shareholderhimself.46.4
    
    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.47
    
    How a poll is taken47.1
    
    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.47.2
    
    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.
 47.3
    
    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.47.4
    
    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.48
    
    Timing of a poll48.1
    
    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
 21




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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.49
    
    The chairmans casting vote49.1
    
    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.50
    
    The effect of a declaration by the chairman50.1
    
    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 carried;(b)
    
    a resolution has been carried unanimously;(c)
    
    a resolution has been carried by a particular majority;(d)
    
    a resolution has not been carried by a particular majority;(e)
    
    a resolution has been lost; or(f)
    
    a resolution has been lost 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
 51
    
    The votes of shareholders51.1
    
    Subject toArticles 9.2 and 51.2, when a shareholderis entitled to attend a
General Meetingand vote, a shareholderhas only one vote on a show of hands. A proxycannot
vote on a show of hands. On a poll, a shareholder, a duly-appointed proxyor a company
representativewho is entitled to be present and to vote has one vote for every sharewhich
they hold. This is subject toany special rightsor restrictions which are given to any class
of sharesby, or in line with, the Articles.51.2
    
    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.52
    
    Shareholders who owe us money52.1
    
    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 company representative.
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53
    
    Votes of shareholders who are of unsound mind53.1
    
    This Article 53 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.
 53.2
    
    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 53 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).54
    
    The votes of joint holders54.1
    
    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
 55
    
    Suspending shareholder rights on non-disclosure of interest55.1
    
    If any shareholder, or any person appearing to be interested in sharesheld by the
shareholder, has been properly served with a notice under Section 212 of the Companies Act
which requires information about interests in shares, and has not supplied uswith the
information required within 14 days of the date of the notice, then (unless the Directors
decide otherwise) this Article 55 will apply. Until they provide the information, the
shareholderwill not be entitled to attend or vote personally or by proxyor by a company
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.
 55.2
    
    Any person who acquires sharessubject tothe restrictions under Article 55.1 is
limited by the same restrictions, unless:
 (a)
    
    the transfer was an approved transfer(see Article 59.9); or(b)
    
    the transfer was by a shareholderwho has supplied the information required by
the notice under Article 55.1.
 55.3
    
    Where the default sharesrepresent 0.25 per cent or more of the existing sharesof
a class the Directorscan, by a notice (a Section 212 Notice) to the shareholder, direct that:
 23




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(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 55.4, no transfer of any of the sharesheld by the
shareholderwill be registered unless:
 (i)
    
    the transfer is an approved transfer(see Article 55.9); 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.
 55.4
    
    Any Section 212 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.55.5
    
    Wemust send a copy of the Section 212 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.55.6
    
    The effect stated in a Section 212 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.55.7
    
    A Section 212 Noticealso ceases to apply to any shareswhich are transferred by a
shareholderin a transfer which would be permitted under Article 55.3 even where a Section 212
Noticerestricts transfers.55.8
    
    For the purposes of this Article 55, a person is treated as appearing to be
interested in any sharesif the shareholderholding the shareshas been served with a notice
under Section 212 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.
 55.9
    
    For the purposes of this Article 55, 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 428 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
 24




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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.
 55.10
    
    For the purposes of this Article 55, interested has the same meaning as in
Section 212 of the Companies Act.55.11
    
    For the purposes of this Article 55, reference to a person having failed to give
usthe information required by a Section 212 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.
 55.12
    
    This Article 55 does not restrict in any way the provisions of the Companies Act
which apply to failures to comply with notices under Section 212 of the Companies Act.
 Proxies
 56
    
    Completing proxy forms56.1
    
    A proxy formcan be in any form which is commonly used, or in any other form,
which the Directorsapprove.56.2
    
    A proxy formmust be in writing. A proxy formgiven by an individual must be
signed by the shareholderappointing the proxy, or by an agent who has been properly appointed
in writing. 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
company. Unless shown otherwise, the Directorsare entitled to assume that where a proxy form
appears 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 need not
be witnessed.56.3
    
    Subject tothe law, all noticesconvening General Meetingswhich are sent to
shareholdersentitled to vote at the General Meetingmust be accompanied by a proxy format
ourexpense.56.4
    
    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.56.5
    
    A shareholdercan appoint more than one proxyto attend the same meeting.
Depositing the proxy formdoes not prevent a shareholderfrom attending and voting at the
meetingor at any adjournmentof it.56.6
    
    A proxyneed not be a shareholder.56.7
    
    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
 25




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adjournedmeeting, if the pollwas demanded or the
adjournmentmoved at a meetingheld within the 12-month
period.57
    
    Delivering completed proxy forms57.1
    
    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, or, if the Directorsdecide to accept proxiesby electronic mailor
electronic communication, in the way that they specify. It must be delivered at least:
 (a)
    
    48 hours before a General Meetingor an adjournedmeeting; or(b)
    
    48 hours before a pollis taken, if the pollis not taken on the same day as
the General Meetingor adjournedmeeting.
 57.2
    
    As far as the lawpermits, Directorscan decide to accept proxiesdelivered by
electronic mailor electronic communication(see Article 57.3), subject toany limitations,
restrictions or conditions they decide to apply. Wemay choose not to apply Articles 57.1 and
57.2 in relation to a proxy formdelivered 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.57.3
    
    In relation to any sharesin uncertificated form, the Directorscan permit a proxy
to be appointed by means of an electronic communicationin 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 Directors
can treat any such instruction which appears or claims to be sent on behalf of the shareholder
as sufficient evidence that the person sending the instruction is authorised to send it on
behalf of that shareholder.57.4
    
    If Article 57 is not met, the proxywill not be able to act for the person who
appointed them.57.5
    
    Where two or more proxy formsare delivered for use by the same shares, wewill
treat the one which has been delivered last (whenever it was signed) as replacing and revoking
the others which have been delivered.57.6
    
    Unless the proxy formsays otherwise, it will be valid at an adjournedGeneral
Meetingas well as for the original General Meetingit relates to.57.7
    
    Once a proxyform relating 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.57.8
    
    A shareholdercan attend and vote at a General Meetingeven if they have appointed
a proxyto attend and vote at that meeting. However, if they vote in person on a resolution,
their appointment of a proxywill not be valid on that resolution.58
    
    Cancelling a proxys authority58.1
    
    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;
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(b)
    
    the proxy formhas been withdrawn; or(c)
    
    the authority of the person who signed the proxy formfor the shareholderhas
been withdrawn.
 58.2
    
    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(b)
    
    the time fixed to take a pollon a later day;
 when the proxy formis used.59
    
    Representatives of companies59.1
    
    A companywhich is a shareholdercan authorise any person to act as its
representative at any General Meetingor any class meetingwhich it is entitled to attend.
This person is called a company representative. The directors of that companymust pass a
resolution to appoint the company representative. If the governing body of that companyis not
a board of directors, the resolution can be passed by its governing body. A company
representativecan exerciseall the powers on behalf of the companywhich the companycould
exerciseif it were an individual shareholderpresent at the meetingin person. This includes
the power to vote on a show of handswhen the company representativeis personally present at
a meeting. A company representativecan be counted in a quorum.59.2
    
    Any vote cast by a company representativeand any demand by them for a pollis
valid even if they are, for any reason, no longer authorised to represent the company.
However, this does not apply if written notice of the fact that they are no longer authorised
has been received at the office where the Registeris kept (or at any other place specified by
the Directors) before the deadline which applies to notice of cancellation of proxiesunder
Article 58.60
    
    Challenging votes60.1
    
    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
 61
    
    The number of Directors61.1
    
    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.62
    
    Qualification to be a Director62.1
    
    A Directorneed not be a shareholder.
 27




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63
    
    Directors fees63.1
    
    In line with this Article 63.1, each of the Directors, other than a Director
acting 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 64,
amounts paid as expenses under Article 65 and any payments under Article 66) must not exceed:
 (a)
    
    £1,500,000 a year; or(b)
    
    any higher sum decided on by an ordinary resolutionat a General Meeting.
 63.2
    
    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.64
    
    Special pay64.1
    
    The Directorsor any committeecan award special payto any Directorwho:
 (a)
    
    acts in an executive capacity;(b)
    
    serves on any committee;(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.
 64.2
    
    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.64.3
    
    Special payis additional to fees paid under Article 63.1.65
    
    Directors expenses65.1
    
    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.
 66
    
    Directors pensions and other benefits66.1
    
    The Directorsor any committeecan decide whether to award:
 (a)
    
    pensions;(b)
    
    annual payments;
 28




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(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.66.2
    
    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.66.3
    
    The Directorsor any committeecan arrange for any of these matters to be done by
useither alone or working with any other person.66.4
    
    No Directoror former Directoris accountable to usor our shareholdersfor a
benefit of any kind given in line with this Article 66. Receiving a benefit of any kind given
in line with this Article 66 does not prevent a person from being or becoming a Director.67
    
    Appointing Directors to various posts67.1
    
    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.67.2
    
    A Directorappointed as an executive Directorcan, in line with Article 64, 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 63.67.3
    
    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 67.3, this does not prejudice any claim for
breach of contract against uswhich may otherwise apply.67.4
    
    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
 68
    
    Age limits68.1
    
    Provisions of lawwhich, read with these Articles, would restrict the appointment
of a Directoror require them to stop being a Directorbecause they have reached the age of
 29




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70, or any other age, do not apply. This includes restrictions and requirements involving
special formalities once an age limit is reached.68.2
    
    Where the Directorsconvene any General Meetingat which (to the knowledge of the
Board) a Directorwill be proposed for appointment or reappointment and will have reached the
age of 70 or more on the date of the General Meeting, the Boardwill give notice of the
Directorsage in years in the noticeconvening the meeting, but if the Boardaccidentally
fails to do so, it will not invalidate any proceedings, or any appointment or reappointment of
that Director, at that meeting.69
    
    Retiring Directors69.1
    
    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.70
    
    Eligibility for re-election70.1
    
    A retiring Directoris eligible for re-election.71
    
    Re-electing a Director who is retiring71.1
    
    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.71.2
    
    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.72
    
    Electing two or more DirectorsA 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.73
    
    People who can be Directors73.1
    
    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(in line with Article 73.2) who
is entitled to attend and vote at the General Meeting.
 73.2
    
    A shareholderproposing a Directorin line with Article 73.1 and Article 118.6
must 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.
 30




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These must be delivered at least seven days before the General Meeting, but not more than 42
days before the meeting(this period includes the date on which the noticeis given).
 74
    
    Filling vacancies and appointing extra Directors74.1
    
    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.74.2
    
    Subject toArticle 73, at a General Meetingthe shareholderscan also pass an
ordinary resolutionto fill a casual vacancyor to appoint an extra Director.74.3
    
    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).75
    
    Removing and appointing Directors by an ordinary resolution75.1
    
    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.75.2
    
    Subject toArticle 73, 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 75.2, the vacancy can be filled under Article 74.76
    
    When Directors are disqualified76.1
    
    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.(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
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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.
 76.2
    
    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
 77
    
    Directors meetings77.1
    
    The Directorscan decide when to have meetings and how they will be conducted, and
on the quorum. They can also adjourntheir meetings.78
    
    Who can call Directors meetings?78.1
    
    A meeting can be called by any Director. The Company Secretarymust also call a
meeting if a Directorrequests a meeting.79
    
    How Directors meetings are called79.1
    
    Meetings are called by serving a noticeon all the Directorswho are present in
the United Kingdom. This noticecan be given to a Director:
 (a)
    
    personally;(b)
    
    by word of mouth;(c)
    
    by noticein writing(sent to him at his last known address); or(d)
    
    by electronic mail(sent to their last known electronic address or other
address given by them to usfor this purpose).
 79.2
    
    Any Directorcan waive the right to receive noticeof any meeting, including one
which has already taken place.80
    
    Quorum80.1
    
    If no other quorumis fixed, two Directorsare a quorum. Subject tothese
Articles, the lawand the Memorandum, a meeting at which a quorumis present can exerciseall
the powers, authorities and discretions of the Directors.80.2
    
    A person who holds office only as an alternate directorwill, if the person who
appointed them is not present, be counted in the quorum.80.3
    
    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.
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81
    
    The chairman of Directors meetings81.1
    
    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
shall, in the advance of the Directors meeting, appoint a Directorto chair the meeting.81.2
    
    Subject to Article 81.1, if the chairman of the Boardis not present, or if the
chairman is not willing to act as chairman, within five 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.82
    
    Voting at Directors meetings82.1
    
    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.82.2
    
    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 61 and 80 (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.
 82.3
    
    If no Directorsare willing or able to act under this Article 82, any two
shareholderscan call a General Meetingto appoint extra Directors.83
    
    Directors meetings by video conference and phone83.1
    
    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 conference or by using a
conference phone or similar equipment designed to allow everybody to take part in the
Directorsmeeting.83.2
    
    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 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.83.3
    
    A Directorsmeeting held in the way described in Article 83.1 will be valid as
long as a quorumis present in one single place, or in places connected by way of video
conference, telephone conference or similar equipment.84
    
    Resolutions in writing84.1
    
    This Article 84 applies to a written resolution which is signed by all of the
Directorswho are entitled to receive noticeof a Directorsmeeting or of a meeting of a
committee. 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.84.2
    
    The resolution can be passed using several copies of a document, if each document
is signed by one or more Directors. These copies can be made using electronic
communications. A resolution signed by an alternate directorneed not also be signed by
 33




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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.84.3
    
    A written resolution will be valid when it is signed by the last Director.84.4
    
    The resolution can be constituted by letter or (as long as it is in writing) by
electronic communicationor by any other way the Directorsmay approve.85
    
    The validity of Directors actions85.1
    
    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.85.2
    
    Article 85.1 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.85.3
    
    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 85.
 Directors interests
 86
    
    Directors interests in transactions with us86.1
    
    If the lawallows and they have disclosed the nature and extent of their interest
to the Directors, a Directorcan:
 (a)
    
    have any kind of interest in any existing or proposed contract wehave or which
involves us;(b)
    
    have any kind of interest in any existing or proposed contract with or
involving another company(including being a director, officer or employee of the
company) in which wehave some interest or in which wehave any powers of appointment;
and(c)
    
    do paid professional work for us(other than as our Auditor) either alone or
through some firm they are associated with.
 86.2
    
    A Directordoes not have to hand over to usany benefit (whether through a salary,
commission, profit sharing or otherwise) they receive as a result of anything allowed under
Article 86.1, and no contract, transaction or arrangement of the type described above can be
set aside because of any Directorsinterest or benefit.
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86.3
    
    If the lawallows, wecan, by ordinary resolution, suspend or relax the provisions
of this Article or ratify any contract not properly authorised because the terms of this
Article have been broken.
 86.4
    
    If wehold or own shares in another company, the Directorscan use votes attached
to those shares, or if any of the Directorsare directors of the other company, they can vote
as directors of that other companyas they think fit.
 87
    
    When Directors can vote on things they have an interest in
 87.1
    
    Unless the Articlessay otherwise, a Directorcannot cast a vote on any contract,
arrangement or any other kind of proposal they have an interest in (indirect or direct), which
they know is a materialone. For this purpose, interests of a person who is connected with a
Directorunder Section 346 of the Companies Act(such as a husband, wife or child) are added
to the Directorsinterests. Interests purely as a result of an interest in our shares,
debenturesor other securitiesare disregarded. In the case of an alternate director, an
interest of the person who appointed them will be treated as an interest of the alternate
director. This is in addition to any interest which the alternate directorhas in their own
right. A Directormay not be included in the quorumof a meeting where they are not allowed to
vote on a resolution.
 87.2
    
    But, if the lawallows this, a Directorcan vote, and be counted in the quorum, on
any resolution about any of the following things, as long as the extent of their material
interests is covered in the following list.
 (a)
    
    A resolution about giving them, or any other person, any security, guarantee or
indemnityfor any money which they, or that other person, have lent at ourrequest or
for ourbenefit or the benefit of any of oursubsidiaries.(b)
    
    A resolution about giving them, or any other person, any security, guarantee or
indemnityfor any liability which they, or that other person, have incurred at our
request or for ourbenefit or the benefit of any of oursubsidiaries.(c)
    
    A resolution about giving any security, guarantee or indemnityto any other
person for a debt or obligation which weor any of oursubsidiariesowe to that other
person, if the Directorhas taken responsibility for some or all of that debt or
obligation. The Directorcan take this responsibility by giving a guarantee, indemnity
or security.(d)
    
    A resolution about any proposal relating to an offer of any shares or
debentures, or other securities, for subscription or purchase by usor any of our
subsidiaries, if the Directortakes part because they are a holder of shares,
debenturesor other securities, or if they take part in the underwritingor
sub-underwritingof the offer.(e)
    
    A resolution about any proposal involving any other companyin which the
Director(together with any person connected with the Directorunder Section 346 of the
Companies Act) has a direct or indirect interest of any kind (including an interest by
holding any position in that company, or by being a shareholder of that company) as
long as they know that they, and anyone connected with them, do not hold an interest
(as defined for Sections 198 to 211 of the Companies Act) in one per cent or more of
the issuedshare capital or the voting rights of the company.
 35




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(f)
    
    Any arrangement for the benefit of ouremployees, or any of oursubsidiaries,
which only gives them benefits which are also given generally to the employees the
arrangement relates to.(g)
    
    A resolution about any proposal relating to:
 (i)
    
    any insurance against liability which wecan buy and renew for
the benefit of Directors, or of a group of people which includes Directors;(ii)
    
    indemnities in favour of Directors;(iii)
    
    the funding of expenditure by one or more Directorson
defending proceedings against them; or(iv)
    
    doing anything to enable such Directoror Directorsto avoid
incurring such expenditure.
  87.3
    
    This Article 87 applies if the Directorsare considering proposals about
appointing 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 Directorseparately. If this is
done, each Directorcan vote and be included in the quorumfor each resolution, except the one
concerning them. But they cannot vote if the resolution relates to appointing them to a
companywhich weare interested in if they have an interest of one per cent or more in that
companyin the way described in Article 87.2.
 87.4
    
    If any question comes up at a meeting about whether a Directorhas a material
interest or whether they can vote, and the Directordoes not agree to abstain from voting on
the issue, the question will be referred to the chairman of the meeting or, if the Director
concerned is the chairman, to the other Directorsat the meeting. 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.
 87.5
    
    The chairmans ruling about any other Directoris final, unless the nature and
extent of the Directorsinterests have not been fairly disclosed to the Directors. The
chairman will have a casting vote.
 88
    
    More about Directors interests
 88.1
    
    For the purpose of Articles 86 and 87:
 (a)
    
    a general notice given to the Directorsthat a Directorhas an interest of the
kind stated in the notice in any contract, transaction or arrangement involving any
companyor person identified in the notice is treated as a standing disclosure that the
Directorhas such interest;(b)
    
    an interest of a person who is connected with the Directorunder Section 346 of
the Companies Actwill be treated as an interest of the Director. An interest of the
person who appointed an alternate directorwill be treated as an interest of the
 36




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alternate directorwithout prejudice to any other interest which the alternate
directorhas; and(c)
    
    interests which are not known to the Directorand which it is not reasonable to
expect them to know about are ignored.
 Minutes
 89
    
    Minutes
 89.1
    
    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.
 89.2
    
    Subject tothe law, the minutes will be a sufficient record of the meeting if
signed by the chairman.
 Directors committees
 90
    
    Delegating powers to committees
 90.1
    
    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(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.
 90.2
    
    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 90.
 91
    
    Committee procedure
 91.1
    
    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 90.1.
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Directors powers
 92
    
    The power to appoint attorneys and agents
 92.1
    
    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.
 92.2
    
    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.
 92.3
    
    For the purposes of this Article 92 but subject toArticle 92.1, an attorneycan
be appointed by two Directors,or a Directorand the Company Secretary,and an agent can be
appointed by a Directoror the Company Secretary.
 93
    
    Local boards
 93.1
    
    The Directorscan establish any local boards or agencies for managing any of our
affairs, either in the United Kingdomor elsewhere.
 93.2
    
    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.
 93.3
    
    The Directorscan authorise the members of any local boards to fill any vacancies
and to act despite any vacancies.
 93.4
    
    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.
 94
    
    Using the title Director
 94.1
    
    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.
 38




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95
    
    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.96
    
    Borrowing powers96.1
    
    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(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;
 our liabilities
 97
    
    Borrowing restrictions97.1
    
    The Directorsmust:
 (a)
    
    limit our Borrowings; and(b)
    
    exerciseall voting and other rights or powers of control wehave over our
subsidiary undertakings;
 Borrowings Group Group Adjusted Capital and Reserves
 Borrowings subsidiary undertakings Directors Borrowings subsidiary undertakings we our subsidiary undertakings We ordinary resolution General
Meeting
 97.2
    
    In this Article:
 (a)
    
    Groupmeans NGits subsidiariesand subsidiary undertakings, other than those
not consolidated in NGsgroup accounts in line with Section 229 of the Companies Act;(b)
    
    Adjusted Capital and Reservesmeans the aggregate (combined total) of the share
capital and reservesas shown in the latest audited consolidated balance sheet,
prepared in line with UK GAAPof the Group. It includes:
 (i)
    
    the amount paid up on the issuedshare capital of NG;(ii)
    
    the amount credited to the capital and revenue reserves of the
Group(including share premium accountand capital redemption reserve), and any
 39




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reserves arising on a revaluation of fixed assetsand any credit balance on
the profit and loss account;(iii)
    
    the amounts credited to the Groupsinvestment grant
equalisation account, deferred regional development grants equalisation account
or any other similar acquisition account; and(iv)
    
    the amounts the Grouphas set aside for the purpose of deferred
tax or any other similar account,
 Reserves
 (v)
    
    are adjusted as appropriate to take account of any variation to
the paid-upshare capital or reservessince the date of the latest audited
consolidated balance sheet(see Article 97.2(d))and any variation in NGs
interests in its subsidiary undertakings;(vi)
    
    are adjusted as appropriate to take account of any distribution
declared, recommended or made by any member of the Group(other than to another
member of the Group) out of distributable profits up to and including the date
of the latest audited consolidated accounts but not provided for in the
relevant balance sheet;(vii)
    
    have the amount of any debit balance on the profit and loss
account existing at the date of the relevant balance sheet deducted;(viii)
    
    have any amount added which has been deducted from the Reservesof the Group
for goodwill arising on acquisitions of companies or businesses, which are part
of the Groupat the date of calculation but which have been written off against
share capital and reserves; and(ix)
    
    have any other adjustments made that the Auditorsconsider
appropriate after consulting the Board.
 (c)
    
    Borrowingsmeans the aggregate amount (combined total) of all liabilitiesand
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 97.2(d)) of the Group, adjusted as required to include the following.
 (i)
    
    The nominal amountof any issued share capital and the
principal amount of any debenturesor borrowed monies of any person where:
 (aa)
    
    the beneficial interestis not owned by a
member of the Group;(bb)
    
    the payment or repayment of the beneficial
interestis the subject of a guarantee or indemnityby a member of the
Group; or(cc)
    
    the payment or repayment of the beneficial
interestis secured on the assetsof any member of the Group.
 (ii)
    
    The outstanding amount raised by any bank or other organisation
that accepts acceptance credit on behalf of and in favour of any member of the
Group, but not including acceptances of trade bills for purchasing goods or
services in the ordinary course of business.
 40




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(iii)
    
    The principal amount of any debenture(whether secured or
unsecured) of a member of the Group, when the debentureis not owned by another
member of the Group. This applies as long as:
 (aa)
    
    the amount raised by the issueof any debentures,
loan, bonds, notes or other debt is less than the nominal or principal
amount of such debt; and(bb)
    
    the amount to be treated as money borrowed for
the purpose of this Article will be the nominal or principal amount of
such money (together with any fixed or minimum premium payable on final
redemption or repayment) but after deducting the unexpired portion of
any discount applied to the amount in the audited balance sheet of the
Group.
  (cc)
    
    the amount raised by the issueof any debentures,
loan, bonds, notes or other debt includes any fixed or minimum premium
payable on final redemption or repayment but disregarding the expenses
of any such issue; and(dd)
    
    the nominal or principal amount of the money
borrowed should not be due and payable.
 (iv)
    
    The principal amount of any preference share capital of any
subsidiary undertakingnot owned by a member of the Group.(v)
    
    Any fixed or minimum premium payable on the repayment of any
borrowing or deemed borrowing.(vi)
    
    The capital value of any financial lease required to be
capitalisedand treated as a liability in the audited balance sheet by any
accounting standard.
  (vii)
    
    Money borrowed by a member of the Groupto repay, within six
months of being borrowed for this purpose:
 (aa)
    
    all or any part of their outstanding borrowings;
or(bb)
    
    all or any part of the outstanding borrowings of
any other member of the Group.
 (viii)
    
    Money borrowed by a member of the Groupto finance any contract when that
member of the Group, or any other member of the Group, is guaranteed or insured
by:
 (aa)
    
    the Export Credits Guarantee Department; or(bb)
    
    any other governmental department or agency
fulfilling a similar function;
  41




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(ix)
    
    For 12 months from the date on which a companybecomes a member
of the Group, an amount equal to the money borrowed by that company, and which
is outstanding at the date when it becomes a member. This applies as long as
the money borrowed by the Group(including money otherwise excluded by the
terms of this sub-paragraph) does not exceed an amount equal to five times the
Adjusted Capital and Reserves.(x)
    
    An amount equal to the minority proportion of money borrowed by
a part-owned subsidiaryof the Group(after excluding any money owing through
loans between members of the Group) except for the monies borrowed which are
guaranteed by NGor any wholly-owned subsidiaryof NG. For these purposes, the
minority proportion is the proportion of the issuedequity share capital of the
partly-owned subsidiarywhich is not, for the time being, beneficially owned
within the Group. Money borrowed by a member of the Groupfrom a partly-owned
subsidiaryof the Group, which would normally be excluded as being money
borrowed and owed between members of the Group, will be included.(xi)
    
    Sums advanced or paid to any member of the Group(or its agents
or nominee) by their customers as unspent customer receipts or progress
payments towards any contract between a customer and a member of the Group.
  A.
    
    Cash in hand of the Group.B.
    
    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.C.
    
    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.D.
    
    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.
 Borrowings
 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 Adjusted Capital and Reserves.
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
was appropriate on the date the audited balance sheet was prepared.
 42




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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 97, 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.
 97.3
    
    The Auditorscan decide the amount of the Adjusted Capital and Reservesand the
total amount of Borrowingsat any time and their decision will be final and binding on all
concerned. And for the purposes of their calculations, the Auditorscan, at their discretion,
make any further adjustments or determinations they think fit. Nevertheless the Directorsmay
rely on an estimate given in good faith of the amount of the Adjusted Capital and Reservesand
the total amount of Borrowingsat any time and if, as a result, the borrowing limit is
accidentally exceeded, an amount of borrowings equal to the excess can be disregarded until
three months after the date on which the Auditorsor the Directorsbecame aware that such a
situation had arisen.
 97.4
    
    No lender or other person dealing with the Groupneed be concerned whether the
borrowing limit is observed. No debt incurred or security given which exceeded the borrowing
limit will be invalid or ineffective unless the lender or the recipient of the security had
received notice at the time when the debt was incurred or security given, that the limit had
been or would be breached as a result.
 Alternate directors
 98
    
    Alternate directors
 98.1
    
    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.
 98.2
    
    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 71. 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.
 98.3
    
    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
 43




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##### 



signature of the alternate directorto any resolution in writing of the Directorsis as
effective as the signature of the person who appointed them.
 98.4
    
    If the Directorsdecide to allow this, Article 98.3 also applies to any meeting of
a committeethat the person who appointed them is a member of.
 98.5
    
    An alternate directorwill alone be responsible to usfor their own actions and
mistakes. Except as said in this Article 98, 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;(c)
    
    is not considered to be the agent of the person who appointed them; and(d)
    
    cannot appoint an alternate director.
 98.6
    
    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.
 alternate director pay us pay we pay us in
writing pay we ordinary resolution
 The Company Secretary
 99
    
    The Company Secretary
 99.1
    
    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.
 The Seal
 100
    
    The Seal
 100.1
    
    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.
 100.2
    
    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; or
 44




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(b)
    
    two Directors.
 100.3
    
    A committeeduly authorised by the Boardfor the purposes of this Article 100 can
consist entirely or partly of people other than Directors. Other than the provisions of
Articles 89.1(a) and (b), Articles 89 and 90 will apply to this committee.
 100.4
    
    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, electronically or in any other way the Directorsapprove.
 100.5
    
    Securitiesand documents which have the securities sealstamped on them do not
need to be signed unless the Directorsor the lawrequire this.
 100.6
    
    The Directorscan use all the powers given by lawrelating to official seals to
be used abroad.
 100.7
    
    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.
 100.8
    
    As long as it is allowed by law, any document weagree to that is signed by one
Directorand the Company Secretary, or by two Directors, will be as effective as if the Seal
had 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
 101
    
    Establishing that documents are genuine
 101.1
    
    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.
 101.2
    
    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.
 101.3
    
    This Article 101.3 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 101.1 or 101.2. 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.
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Reserves
 102
    
    Setting up reserves
 102.1
    
    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
 103
    
    Final dividends
 103.1
    
    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.
 104
    
    Fixed and interim dividends
 104.1
    
    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.
 interim dividend shares dividend arrears
 104.2
    
    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 104 on
other shareswhich rankequally with or behind their shares.
 105
    
    Dividends not in cash
 105.1
    
    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 Directorsmust act on this
resolution. Where any difficulty arises on distributing or valuing the assets, the Directors
can 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




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106
    
    Deducting amounts owing from dividends and other money
 106.1
    
    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.
 us shares
 107
    
    Payments to shareholders
 107.1
    
    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.
 107.2
    
    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.
 107.3
    
    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 has been, or is alleged to have
been, lost, stolen or destroyed, the Directorsmay, if the person entitled to the money asks,
issue a replacement cheque or warrant if this person provides evidence that the payment cannot
be cleared and ourout-of-pocket expenses are paid.
 107.4
    
    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.
 107.5
    
    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




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107.6
    
    If the person entitled to the dividend is one of ouremployees or one of our
subsidiaries, the cheque may be sent to that person through ourinternal post system or that
of oursubsidiary.
 108
    
    Record dates for payments and other matters
 108.1
    
    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 108 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 108 does not affect the rights between past and present shareholdersto payments
or other benefits.
 109
    
    Dividends which are not claimed
 109.1
    
    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;
  Directors we trustee declared forfeited us
 109.2
    
    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.
 110
    
    Waiving dividends
 110.1
    
    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. The document need not be in the form of a deed.
 Capitalising reserves
 111
    
    Capitalising reserves
 111.1
    
    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




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##### 



(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.
 111.2
    
    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.
 111.3
    
    If any difficulty arises distributing sharesin line with this Article 111, 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.
 111.4
    
    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
 112
    
    Shareholders can be offered the right to receive scrip dividends (extra shares instead of
cash dividends)
 112.1
    
    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.
 112.2
    
    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.
 112.3
    
    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
112.1 is not renewed.
 Directors shareholders
 112.4
    
    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




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##### 



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.
 112.5
    
    The Directorswill only apply this Article 112 if wehave enough unissuedshares
authorised for issueand enough revenues which can be capitalisedto satisfy the offer.
 112.6
    
    After the Directorshave decided to apply this Article 112 to a dividend, as soon
as reasonably practicable they must notify eligible shareholders in writing(or where the law
permits, by electronic communication) of 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.
 112.7
    
    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.
 112.8
    
    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.
 112.9
    
    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
112. 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 111 applies to this process, so far as it is
consistent with this Article 112.112.10
    
    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




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##### 



(b)
    
    sharesin certificated form if the corresponding elected shareswere sharesin
certificated form on the record date for that dividend.
 112.11
    
    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.
 112.12
    
    The Directorscan decide that new shareswill not be available in place of any
cash dividend. They can decide this at any time before new sharesare allottedin place of a
cash dividend, whether before or after shareholdershave opted to receive new shares.
 Accounts
 113
    
    Accounting and other records
 Directors law our
 114
    
    The location and inspection of records114.1
    
    The accounting records will be kept:
 (a)
    
    at the registered office; or(b)
    
    at any other place which the lawallows, and the Directorsdecide on.
 114.2
    
    Ourofficers always have the right to inspect the accounting records.
 114.3
    
    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.
 115
    
    Sending copies of accounts and other documents
 115.1
    
    This Article 115 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.
 115.2
    
    Wemust send copies of the documents mentioned in Article 115.1 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 by law;(b)
    
    more than one joint holder of sharesor debentures; or(c)
    
    any person wedo not have a current address for.
 115.3
    
    Shareholdersor debentureholders who are not sent copies can receive a copy free
of charge by applying to usat the registered office.
 115.4
    
    Subject tothe lawand if directed by the shareholder, wemay send the documents
referred to in this Article 115 by electronic communication.
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Auditors
 116
    
    Acts of Auditors
 116.1
    
    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.
 117
    
    Auditors at General Meetings
 117.1
    
    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.
 Notices
 118
    
    Serving and delivering notices and other documents
 118.1
    
    Any notice, document or other communication (including copies of accounts or
summary financial statements) to be given to or by any person in line with these Articlesmust
be in writing, except for a noticecalling a meeting of the Directorswhich need not be in
writing.
 118.2
    
    Wecan serve or deliver any offer, communication, notice or other document
(including copies of accounts, summary financial statements or a share certificate) on or to a
shareholder:
 (a)
    
    personally;(b)
    
    through the relevant system;(c)
    
    by posting it in a letter (with postage paid) to the address recorded for them
on the Register;(d)
    
    by delivering it to that address;(e)
    
    by any other way authorised in writing by the shareholderconcerned;(f)
    
    through our internal post system, or that of a subsidiary, if the shareholder
is one of ouremployees or an employee of one or oursubsidiaries;(g)
    
    so far as the lawallows (and except in relation to share certificates), by
electronic mailto an electronic address or fax number in the United Kingdomnotified
by the shareholder in writing; or(h)
    
    by an advertisement published in at least one national newspaper published in
the United Kingdom.
 law Articles
 118.3
    
    Any noticecan be given to a shareholderif their name appears on the Registerat
any time within 15 days before the noticeis given. If the Registerchanges after that time,
it will not invalidate giving the notice.
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118.4
    
    Every person who becomes entitled to a shareis bound by any noticegiven to the
person they get their title from. This applies even if the person who becomes entitled to
their sharehas not been entered on the Register. This Article 118.4 does not apply to a
notice given under Section 212 of the Companies Act.
 118.5
    
    Article 35.6 applies if wecannot effectively send a noticethrough the post,
because the postal service is suspended or restricted in the United Kingdom.
 118.6
    
    A shareholdermay give us any noticeor communication (including a requisition):
 (a)
    
    personally;(b)
    
    by posting it in a letter (with postage paid) to the registered office; or(c)
    
    by electronic mailto an electronic address or fax number weset out.
 119
    
    Notices to joint holders
 119.1
    
    When a noticeor document is given to joint shareholders, it will be given to the
first joint shareholderwith a United Kingdomaddress who is listed on the Register. A notice
given in this way is treated as given to all of the joint holders.
 120
    
    Notices for shareholders with foreign addresses
 120.1
    
    This Article 120 applies to a shareholderwhose address on the Registeris
outside the United Kingdom. They can give usa United Kingdomaddress where noticesor
documents can be served on them. If they do, 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.
 120.2
    
    For shareholdersregistered on a branch register, noticesor documents can be
posted in the United Kingdomor in the country where the branch register is kept.
 121
    
    When notices are served or considered to be served
 121.1
    
    If a noticeor any other kind of document is sent through the post (or internal
post for a shareholderwho is one of ouremployees or an employee of one of oursubsidiaries),
it is treated as being served or delivered on the day after it was posted, if first-class post
is used (or on the day advised by the post office, based on the class of post used). 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 paid (where this applies) or
given to a delivery agent.
 121.2
    
    If an advertisement is published in a newspaper in line with Article 118.2,
noticewill be served on the date of the publication of the newspaper.
 121.3
    
    If the lawand these Articlesallow, a noticeor document sent by electronic mail
is treated as being served or delivered on the day after it was sent. Proof (in line with the
formal recommendations of best practice contained in the guidance issued by the Institute of
Chartered Secretaries and Administrators) that wesent an electronic communicationwill be
considered evidence that wesent it or it was delivered.
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121.4
    
    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.
 121.5
    
    If a noticeor any other communication is sent or delivered by a relevant system,
wetreat it as being served or delivered when wesend the issuer instructions about the notice
or document.
 121.6
    
    If a memberis present at any shareholders meetingeither in person or by proxy
or, in the case of a corporate member, by a duly authorised representative, it will be
considered that they received noticeof the meetingand of the reason why it was called.
 122
    
    Serving notices and documents on shareholders who have died, are bankrupt or are of
unsound mind
 122.1
    
    This Article 122 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 a United Kingdomaddress for service of noticesand documents. If this is
done, noticesand 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 served or sent in
line with this Article 122.1, there is no need to send them to, or serve them in any other
way, on any other people who may be involved.
 123
    
    If documents are accidentally not sent
 123.1
    
    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.
 124
    
    When entitlement to notices stops
 124.1
    
    This Article 124 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 member whose registered address is not within the
United Kingdom, a new address for serving of notices). For the purposes of this Article 124.1,
references to a communication include references to any cheque or other method of payment; but
nothing in this Article 124.1 will entitle usto stop sending any cheque or other method of
payment for any dividend, unless weare also entitled to do so under Article 109.2.
 125
    
    Signing documents
 125.1
    
    If, under these Articles, a document needs to be signed by a shareholderor other
person and it is in the form of an electronic communication, to be valid it must incorporate
the electronic signature or personal identification details (which may be details wehave
previously allocated) of that shareholderor other person. The signature or personal
 54




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##### 



identification details must be in a form the
Directorsapprove, or be accompanied by any
evidence the Directorsneed to satisfy themselves
that the document is genuine. Wemay specify ways
for validating a document, and wewill regard any
document not validated in the way wespecify as
not having been received by us.
 126
    
    Electronic communication
 126.1
    
    Any shareholderwho gives usan address for receiving electronic communications
is agreeing to receive noticesand other documents from usby electronic communication. If a
shareholdergives us their electronic mailaddress, wecan fulfil ourobligation to send them
any noticeor other document by:
 (a)
    
    publishing the noticeor document on a website; and(b)
    
    notifying them by electronic mailthat the noticeor document has been
published on a website, specifying the address of the website, the place on the website
where it can be accessed, how it can be accessed and (if it is a noticerelating to a
shareholders meeting) stating:
 (i)
    
    that the noticeconcerns a noticeof a meetingserved in
accordance with the Companies Act;(ii)
    
    the place, date and time of the meeting;(iii)
    
    whether the meeting is to be an annual or extraordinary
general meeting; and(iv)
    
    such other information that may be required by law.
 126.2
    
    Any amendment or withdrawal of a notification given to usunder this Article will
only take effect when weactually receive it in writingfrom, and signed by, the shareholder.
 126.3
    
    Wewill not consider an electronic communicationas received by usif it is
rejected by ourcomputer virus-protection arrangements.
 126.4
    
    The Directorscan at any time, without giving notice, refuse to send electronic
communicationsto any address wehave been given for sending electronic communicationsif we
believe this is necessary. This applies whether or not wehave previously sent electronic
communicationsto that address.
 126.5
    
    Subject tothe law, the Directorsmay vary the terms and conditions relating to
the use of electronic communicationsunder these Articles.
 127
    
    Statutory requirements for notices
 127.1
    
    Nothing in Articles 118 to 126 will affect any legal requirement for serving any
offer, notice or other document in any particular way.
 Winding up
 128
    
    Directors power to petition
 128.1
    
    The Directorshave power in ourname and on ourbehalf to present a petition to
the court for NGto be wound up.
 55




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129
    
    Distributing assets in kind
 129.1
    
    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 129, no past or present shareholdercan be forced to accept any sharesor other
property which carries a liability.
 Destroying documents
 130
    
    Destroying documents
 130.1
    
    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.
 130.2
    
    If wedestroy a document in line with Article 130.1, 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.
 130.3
    
    This Article 130 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.
 130.4
    
    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.
 130.5
    
    Wecan destroy a document earlier than the dates mentioned in Article 130.1 if we
make a permanent record (whether electronically, by microfilm, by digital imaging or by any
other means) of that document before wedestroy it.
 130.6
    
    This Article 130 does not make usliable:
 (a)
    
    if wedestroy a document earlier than referred to in Article 130.1; or(b)
    
    if wewould not be liable if this Article 130 did not exist.
 130.7
    
    This Article 130 applies whether wedestroy a document or dispose of it in some
other way.
 56




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##### 



Indemnity and insurance
 131
    
    Indemnity and insurance
 131.1
    
    Subject tothe law, wewill indemnify all our Directorsand officers out of our
own 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 Sections 309B(3) or
(4) 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.
 Director indemnity liabilities
 131.2
    
    As well as the cover provided under Article 131.1 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.
  (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;
  (aa)
    
    any relevant company;(bb)
    
    any pension fund; or(cc)
    
    any employees share scheme;
 liabilities
 131.3
    
    Subject tothe law, wewill:
 (a)
    
    provide a Directoror officer with funds to meet expenditure they have incurred
or may incur in defending any criminal or civil proceedings or in connection with any
 57




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application under the provisions mentioned in Section 337A(2) of the Companies Act;
and(b)
    
    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 337A(4) of the Companies Act.
 The ADR Depositary
 our shares ADRs
 132
    
    ADR definitions132.1
    
    In Articles 132 to 141:
 ADR Depositary
    
    A bank (custodian), approved by the Board, who holds
Depositary Sharesunder arrangements where they issue
ADRsto an ADR Holder.ADR Holder
    
    means someone who owns 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.
 133
    
    The ADR Depositary can appoint proxies
 133.1
    
    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 133.2, 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.
 133.2
    
    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 133.3).
 133.3
    
    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.
 58




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##### 



134
    
    The ADR Depositary must keep a Proxy Register
 134.1
    
    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.
 134.2
    
    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.
 135
    
    Appointed Proxies can only attend General Meetings if properly appointed
 135.1
    
    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.
 136
    
    Rights of Appointed Proxies
 136.1
    
    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 56 to 60 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 56 to 60 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.
 137
    
    Sending information to an Appointed Proxy
 137.1
    
    Wecan send to an Appointed Proxy, at their address in the Proxy Register, all
the same documents wesend to shareholders.
 138
    
    Paying dividends to an Appointed Proxy
 138.1
    
    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.
 139
    
    The Proxy Register can be fixed at a certain date
 139.1
    
    To determine who is entitled as Appointed Proxiesto:
 (a)
    
    exercisethe rights conferred by Article 136;
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##### 



(b)
    
    receive documents sent in line with Article 137; and(c)
    
    be paid dividends in line with to Article 138;
 Appointed Number shares Appointed Proxy ADR Depositary Appointed Proxies Proxy Register Record
Date ADR Depositary us
 139.2
    
    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.
 140
    
    The nature of an Appointed Proxys interest
 140.1
    
    Except as required by the Companies Act, wewill not recognise any Appointed
Proxyas holding any interest in sharesheld in any trust.
 140.2
    
    Except for recognising the rights set out in Article 137, 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.
 141
    
    Validity of the appointment of Appointed Proxies
 141.1
    
    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.
 141.2
    
    If a question of the type described in Article 141.1 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.
 142
    
    Rights and Restrictions attached to the B Shares
 (A)
    
    Election Form
 (a)
    
    Together with a circular to Shareholders dated 6 June 2005 (the Circular) holders of
ordinary shares were sent a form of election relating to the B Shares (the Election Form)
under which they could elect in relation to any B Shares to be issued to them to: (i) receive
the Single B Share Dividend (as defined below); (ii) accept an offer by JP Morgan Cazenove
Limited to purchase the B Shares (the Initial Repurchase Offer); or (iii) retain B Shares
and receive the B Share Continuing Dividend (as defined below).
 60




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(b)
    
    Holders of B Shares who have not returned a duly completed Election Form by 4.30pm on 5
August 2005 (or such later time and/or date as the Directors may determine) electing
(revocably until that time) to accept the Initial Repurchase Offer or to retain their B Shares
and receive the B Share Continuing Dividend will be deemed instead to have elected to receive
the Single B Share Dividend (as described in Article 142(B) below) in relation to each B Share
held by them.
 (c)
    
    The Directors may, if they so determine in their absolute discretion, accept an Election Form
which is received after the relevant time or which is not correctly completed. The Directors
may, in addition, if they so determine in their absolute discretion, treat any other document
or action as a valid Election Form or as the completion or delivery of a valid Election Form,
as the case may be.
 (B)
    
    Income
 (a)
    
    Out of the profits available for distribution, a single dividend of 65 pence per B Share (the
Single B Share Dividend) shall be payable to those holders of B Shares who have elected or
are deemed pursuant to Article 142(A)(b) above to have elected to receive the Single B Share
Dividend.
 (b)
    
    Such dividend shall, if declared, become payable on 8 August 2005 or such later date as the
Directors may determine (the Single Dividend Date). Each B Share in respect of which such
dividend becomes payable shall, on such date (or such other date as the Directors may
determine), be automatically converted into a deferred share of 10 pence nominal value with
the rights and restrictions described in Article 142(I) (a Deferred Share).
 (c)
    
    Out of the profits available for distribution in respect of each financial year or other
accounting period of the Company, the holders of the B Shares who have elected to retain their
B Shares shall be entitled, in priority to any payment of dividend or other distribution to
the holders of any New Ordinary Shares and before profits are carried to reserves, to be paid
a non-cumulative preferential dividend (the B Share Continuing Dividend) at such annual rate
on a value of 65 pence per B Share as is calculated in accordance with Articles 142(B)(e) and
142(B)(f) below rounded down to the nearest 1/10 penny (exclusive of any associated tax credit
relating thereto but inclusive of any withholding tax deductible therefrom).
 (d)
    
    The first B Share Continuing Dividend will be in respect of the period commencing on the
Single Dividend Date as defined under Article 142(B)(b), and is to be paid in arrears on
7 August 2006 (or such later date as the Directors may determine) and thereafter, such
dividend will be paid (without having to be declared) annually in arrears on 7 August (or
such later date as the Directors may determine) in each year or, if any such date would
otherwise fall on a date which is not a Business Day (as defined below) it shall be
postponed to the next day which is a Business Day (without any interest or payment in
respect of such delay being charged) (each, a Payment Date).
 (e)
    
    Each twelve month period ending on 7 August is called a Calculation Period. The annual rate
applicable to each Calculation Period shall be 75 per cent of 12 month LIBOR for the
Calculation Period in question which appears on the display designated as page ISDA on Reuters
(or such other page or service as may replace it or have replaced it for the purpose of
displaying London inter-bank offered rates of leading banks for pounds sterling deposits as
determined by the Company), at or about 11.00 a.m. (London time) on the first Business Day of
such Calculation Period.
 61




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(f)
    
    If the offered rate so appearing is replaced by the corresponding rates of more than one bank
then Article 142(B)(e) above shall be applied, with any necessary consequential changes, to
the arithmetic mean (rounded upward, if necessary, to the nearest 1/16 per cent) of the rates
(being at least two) which so appear, as determined by the Company. If for any other reason
such offered rate does not so appear, or if the relevant page is unavailable, the Company will
request each of the banks whose offered rates would have been used for the purposes of the
relevant page, if the event leading to the application of this Article 142(B)(f) had not
happened, through its principal London office to provide the Company with its offered
quotation to leading banks for pounds sterling deposits in London for the Calculation Period
concerned as at 11.00 a.m. (London time) on the first Business Day of such Calculation Period.
  (g)
    
    In this paragraph, the expression Business Day means a day upon which pounds sterling
deposits may be dealt in on the London inter-bank market and commercial banks are generally
open in London; and non-cumulative in relation to the B Share Continuing Dividend means that
the dividend payable on each Payment Date is payable out of the profits of the Company,
available for distribution in respect of the accounting reference period in which the Payment
Date falls (including any reserves representing profits made In previous accounting reference
periods) without any right in the case of a deficiency to resort to profits made in subsequent
accounting reference periods.
 (h)
    
    Payments of the B Share Continuing Dividend under Article 142(B)(d) shall be made to holders
on the Companys relevant register on a date selected by the Directors, being not less than 15
days nor more than 42 days (or, in default of selection by the Directors, on the date falling
15 days) prior to the relevant Payment Date.
 (i)
    
    The holders of the B Shares shall not be entitled to any further right of participation in
the profits of the Company,
 (j)
    
    All B Share Continuing Dividends payable on the B Shares which are unclaimed for a period of
12 years from the date of due payment shall be forfeited and shall revert to the Company.
 (C)
    
    Capital
 (a)
    
    Except as provided in Article 142(F) below, on a return of capital on winding-up (excluding
any intra-group reorganisation on a solvent basis), the holders of the B Shares shall be
entitled, in priority to any payment to the holders of New Ordinary Shares, to 65 pence per B
Share held by them, together with a sum equal to the relevant proportion of the B Share
Continuing Dividend (if any) under Article 142(B)(c) which would have been payable, if the
winding-up had taken effect on the last day of the then current Calculation Period, the
relevant proportion being the number of days from and including the preceding Payment Date
(or, if the date of such winding-up is prior to 8 August 2005, the Single Dividend Date) to,
but excluding, the date of such winding-up, divided by 365.
 (b)
    
    The aggregate entitlement of each holder of B Shares on a winding-up in respect of all of the
B Shares held by him shall be rounded up to the nearest whole penny.
 (c)
    
    The holders of the B Shares shall not be entitled to any further right of participation in
the profits or assets of the Company in excess of that specified in Article 142(C)(a) above.
If on
 62




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##### 



such a winding-up the amounts available for payment are insufficient to cover in full the
amounts payable on the B Shares, the holders of such shares will share rateably in the
distribution of assets (if any) in proportion to the full preferential amounts to which they
are entitled.
 (D)
    
    Attendance and voting at general meetings
 (a)
    
    The holders of the B Shares shall not be entitled, in their capacity as holders of such
shares, to receive notice of any general meeting of the Company nor to attend, speak or vote
at any such general meeting unless:
 (iv)
    
    the business of the meeting includes the consideration of a resolution for the
winding-up (excluding any intra-group reorganisation on a solvent basis) of the
Company, in which case the holders of the B Shares shall have the right to attend the
general meeting and shall be entitled to speak and vote only on any such resolution; or(v)
    
    at the date of the notice convening the meeting, the B Share Continuing
Dividend has remained unpaid for six months or more from any Payment Date, in which
case the holders of the B Shares shall have the right to attend the general meeting and
shall be entitled to speak and vote on all resolutions.
 (b)
    
    Whenever the holders of the B Shares are entitled to vote at a general meeting of the
Company, on a show of hands every holder thereof who (being an individual) is present in
person or (being a corporation) by a representative shall have one vote, and on a poll every
such holder shall have such number of votes as he would be entitled to exercise had he been
the holder of the New Ordinary Shares arising if the B Shares registered in the name of such
holder had been converted into such New Ordinary Shares immediately prior to such meeting in
accordance with the rights of the B Shares.
 (E)
    
    Companys right to purchase
 (a)
    
    Subject to the provisions of the Companies Act and to compliance with applicable securities
law and regulations but without the need to obtain the sanction of an extraordinary resolution
of the holders of the B Shares, the Company may at any time and at its sole discretion
purchase B Shares (i) in the market or (ii) by tender available alike to all holders of B
Shares or (iii) by private treaty, in each case at a price and upon such other terms and
conditions as the Directors may think fit.
 (b)
    
    Subject to the provisions of the Companies Act, and pursuant to the authority provided in
Article 142(E)(a) above, the Company may, at any time after 8 August 2007, without obtaining
the sanction of the holders of the B Shares:
 (i)
    
    appoint any person to execute on behalf of all the holders of the B Shares a
transfer of all of the B Shares or any part thereof (and/or an agreement to transfer
the same) to the Company or to such person as the Directors may determine, subject to
the Company or such person (as the case may be) paying to the holders of the B Shares
so transferred such amount as they would be entitled to under Article 142(C) were the
Company to be wound up on such day;(ii)
    
    cancel all or any B Shares so purchased in accordance with the Companies Act;(iii)
    
    in connection therewith, change the form of any B Shares held in
uncertificated form to certificated form and cancel any relevant listing or trading of
such B Shares
 63




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##### 



(and the holders of the B Shares shall take such steps as may be required in
connection with such change of form or cancellation of listing).
 (F)
    
    Class rights
 (a)
    
    The Company may from time to time create, allot and issue further shares, whether ranking
pari passuwith or in priority to the B Shares. The creation, allotment or issue of any such
further shares (whether or not ranking in any respect in priority to the B Shares) shall be
treated as being in accordance with the rights attaching to the B Shares and shall not involve
a variation of such rights for any purpose or require the consent of the holders of B Shares.
 (b)
    
    A reduction by the Company of the capital paid up or credited as paid up on the B Shares and
the cancellation of such shares shall be treated as being in accordance with the rights
attaching to the B Shares and shall not involve a variation of such rights for any purpose.
The Company will be authorised to reduce its capital (subject to the confirmation of the Court
in accordance with the Companies Act and without obtaining the consent of the holders of the B
Shares) including by paying to the holders of the B Shares the preferential amounts to which
they are entitled as set out above.
 (c)
    
    If at any time a currency other than pounds sterling is accepted as legal tender in the
United Kingdom in place of or in addition to pounds sterling, the Directors shall be entitled,
without the consent of holders of the New Ordinary Shares or the B Shares, to make such
arrangements and adjustments in respect of the method of calculation and payment of any of the
entitlements of holders of B Shares under these Articles as the Directors consider necessary,
fair and reasonable in the circumstances to give effect to the rights attaching to the B
Shares, including (without limitation) in respect of the calculation and payment of the B
Share Continuing Dividend, notwithstanding the fact of such acceptance. Any such arrangements
and adjustments shall not involve a variation of any rights attaching to the B Shares for any purpose.
 (G)
    
    Conversion into New Ordinary Shares at the Companys option
 (a)
    
    The Company may (subject to the provisions of the Companies Act) at any time after
8 August 2007, and will in any event before 31 December 2009, on the giving of not less than
10 days nor more than 42 days notice in writing to the holders of the B Shares, convert
all but not some only of the outstanding B Shares into New Ordinary Shares on the date
specified in the notice (the Conversion Date). The conversion shall be on the basis of one
New Ordinary Share for every (M/65) B Shares (where M represents the average of the closing
mid-market quotations in pence of the New Ordinary Shares on the London Stock Exchange, as
derived from the Daily Official List (as maintained by the UK Listing Authority for the
purposes of the Financial Services and Markets Act 2000, as amended) for the five Business
Days immediately preceding the Conversion Date), fractional entitlements being disregarded
and the balance of such shares (including any fractions) shall be deferred shares, which
shall have the same rights and be subject to the same restrictions as the Deferred Shares of
10 pence set out in Article 142(l).
 (b)
    
    If the Company exercises its rights of conversion, the period commencing on the Payment Date
preceding the Conversion Date and ending on such Conversion Date is called the Final
Calculation Period and the B Share Continuing Dividend in respect of such period shall be
payable in arrears on the final Business Day of such period (the Final Payment Date). In
respect of the Final Calculation Period (if any), the amount of the B Share Continuing
Dividend shall be the relevant proportion of the B Share Continuing Dividend
 64




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##### 



which would have been payable if conversion had taken effect on the last day of the then
current Calculation Period, the relevant proportion being the number of days from and
including the last Payment Date to, but excluding, the Final Payment Date, divided by 365.
The aggregate amount of the B Share Continuing Dividend payable to each holder of
B Shares shall be rounded down to the nearest 1/10 penny.
 (H)
    
    Deletion of Article 142(A)-(H) when no B Shares in existenceArticle 142(A)-(H) shall remain in force until there are no longer any B Shares in existence
whether by way of conversion into Deferred Shares, repurchase and cancellation or conversion
into New Ordinary Shares or until 31 December 2009, whichever is earlier, notwithstanding
any provision in the Articles to the contrary. Thereafter Article 142(A)-(H) shall be and
shall be deemed to be of no effect (save to the extent that the provisions of Article
142(A)-(H) are referred to in other Articles) and shall be deleted and replaced with the
wording Article 142(A)-(H) has been deleted, and the separate register for the holders of
B Shares shall no longer be required to be maintained by the Company; but the validity of
anything done under Article 142(A)-(H) before that date shall not otherwise be affected and
any actions taken under Article 142(A)-(H) before that date shall be conclusive and shall
not be open to challenge on any grounds whatsoever.
 (I)
    
    Deletion of Article 142(I)-(J) when no Deferred Shares in existenceArticle 142(I)-(J) has been deleted.
 65




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##### 



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.
 66




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##### 



certificate our securities
 Common Seal our we executed
 company
 Company Secretary Companies Act company Companies Act Company Secretary
 consolidate nominal value nominal value
 debenture company
 declare
 dividend arrears cumulative rights
 dividend warrant
 electronic communications
 equity securities equity shares Companies Act
 equity shares our Companies Act
 ex dividend declared
 executed
 executive capacity
 exercise
 extraordinary resolution
 final dividend shareholders
 67




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##### 



fully paid shares paid up
 holding company company company company company company subsidiary company
 indemnity indemnify
 in issue issue
 instruments
 interim dividend Directors
 issue in issue
 liabilities
 jointly and severally liable
 material Board our Director
 members Shareholders
 negotiable instrument
 nominal amount or value share our certificate We shares premium NG
 notice
 non equity securities Securities equity securities
 ordinary resolution
 personal representatives
 poll shareholder shares shareholder share
 68




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##### 



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
 proxy shareholder meeting shareholder proxy form shareholder poll show of hands
 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
 
    
    us;
 
    
    any of ourholding companies; and
 
    
    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 oursubsidiaries.
 relevant securities company company subscribe
 69




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##### 



relevant system CREST Regulations certificates
 renouncing or renunciation allotted renounced
 requisition a meeting shareholders meeting shareholders shareholders meeting issued shares
 reserve fund or reserves company shareholders company
 rights rights of any share share meeting
 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
 70




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##### 



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smemorandum or articles, or because of a certain kind of contract.
 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
 wind up company assets shareholders Shares our shares
 71