Company number: 4031152
    
    EXHIBIT 1.1
 The Companies Act 1985
 Public company limited by shares
 Articles of Association
  National Grid plc
 Adopted by special resolution on 28 July 2008
 Incorporated on 11 July 2000
 Introduction
 1
    
    Table A and other standard regulations do not apply
 1.1
    
    The regulations in Table A of the Companies (Tables A to F) Regulations 1985, and any other
articles or regulations which may apply to companies under the Statutes, do not apply to us,
unless expressly included in these Articles.
 2
    
    The meaning of the Articles
 2.1
    
    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
    
    Definitionsaccounting reference date
    
    This is 31 March, the date on which ourfinancial year
ends.alternate director
    
    A person appointed by a Directorto act in their place.Annual General Meeting
    
    The annual meeting of our shareholderswhich wehold
to comply with these Articlesand the law.Articles
    
    OurArticles of Association, which set out our
companys rules, and any changes made to them.Auditors
    
    Ourauditors, an independent firm of accountants which
examines ourrecords and financial statements.Board
    
    Our Boardof Directors, or those Directorsattending a
Directorsmeeting that has been properly convened
(arranged) and which has a quorum.
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Words
    
    Definitionsbusiness day
    
    A day which is not a Saturday, Sunday or a public
holiday in England.class meeting
    
    A meeting of the holders of a relevant class of shares.clear days
    
    This period of a notice is the number of days between,
but not including, the day when the notice is given or
deemed (considered) to be given and the day for which
it is given or on which it is to take effect.committee
    
    A committee of the Board, appointed with powers
delegated in line with Article 89.Companies Act
    
    The Companies Act 2006.Company Communications 
Provisions
    
    Sections 1143 to 1148, Section 1168 and Schedules 4
and 5 of the Companies Act.corporate representative
    
    A person or persons, authorised by a companywhich is
a shareholder, to act as the corporate representative
or corporate representatives at a General Meetingor
class meetingat which the companyis entitled to
attend.CREST Regulations
    
    The Uncertificated Securities Regulations 2001.Director
    
    A Director of NG.electronic form
    
    Includes any notice, document or information sent or
supplied electronicallyor through any other medium
(including sending by email, posting on a website,
sending by fax or by sending a disk by post).existing shares (of any 
kind)
    
    Shareswhich are in issueat the relevant time.General Meetingor meeting
    
    A meeting of our shareholders, which is an Annual
General Meetingor any other General Meeting, as set
out in Article 32.in writing
    
    Written by hand or produced by any substitute for
writing including anything in electronic form.Interested Directors
    
    Directorswho have or could have a direct or indirect
interest in a matter which conflicts, or could
conflict, with ourinterests.law
    
    The Companies Acts, and all other laws and regulations
applying to NG(including the UKLAsrules) or our
shareholdersas the case may be.London Stock Exchange
    
    The London Stock Exchange plc.Memorandum
    
    The Memorandum of Association of NG.NG
    
    National Grid plc.
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Words
    
    Definitionsoperator
    
    CRESTCO Limited or any other operator of a relevant
systemunder the CREST Regulations.paid up shareor other 
security
    
    Includes a shareor other security which is treated
(credited) as paid up.pay
    
    Includes any kind of reward or payment for services.Procedural Resolution
    
    A resolution at a General Meetingwhich in the
chairmans opinion is of a procedural nature (such as
a resolution on the choice of a chairman of the
General Meeting, a resolution to adjournthe General
Meetingor a resolution to correct an obvious error in
a Substantive Resolution).Register
    
    Ourregister of shareholders.registered office
    
    Ourregistered office.seal
    
    OurCommon Seal, or any official seal wekeep under
Section 50 of the Companies Act(called a securities
seal).shareholder
    
    A holder of our shares.shareholders meeting
    
    Includes both a General Meetingand a class meetingof
NG.shares
    
    Ourordinary shares or any other class of ourshares
which are created.Statutes
    
    The Companies Acts, the CREST Regulationsand every
other law currently in force concerning companies and
affecting us.Substantive Resolution
    
    Any resolution at a General Meeting, other than a
Procedural Resolution.UK Listing AuthorityorUKLA
    
    The Financial Services Authority acting in its
capacity as the competent authority for the purposes
of the Financial Services and Markets Act 2000.United Kingdom
    
    Great Britain and Northern Ireland.we, us, our
    
    National Grid plc.
 2.2
    
    References to a debentureinclude debenture stockand references to a debentureholder
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.
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2.5
    
    References to a person or people include companies, unincorporated associationsand so on.
 2.6
    
    Any headings in these Articlesare only included for convenience. They do not affect the
meaning of the Articles.
 2.7
    
    When an Act, or a section of an Act, is referred to, this includes any amendment to the Act
or section (before or after the adoption of these Articles), as well as where it is included
in a later Act.
 2.8
    
    When an Actor the Articlesare referred to, the version which is current at the time will
apply.
 2.9
    
    Where the Articlesgive any power or authority to anybody, this power or authority can be
used on any number of occasions, unless the way in which power or authority is used does not
allow this meaning.
 2.10
    
    References to the Companies Actshas the meaning given to it by Section 2 of the Companies
Actbut will only apply to provisions which are in force at the relevant date.
 2.11
    
    Any word which is defined in the Companies Actsor the CREST Regulationsmeans the same in
the Articles, unless the Articlesdefine it differently, or the way in which the word is used
is inconsistent with the definition given in the Companies Actsor the CREST Regulations
 2.12
    
    Where the Articlessay that something can be done by passing an ordinary resolution, this can
also be done by passing a special resolution.
 2.13
    
    Where the Articlesrefer to any document being made effective, this means being signed,
sealed or executedin some other legally valid way.
 2.14
    
    Where the Articlesrefer to months or years, these are calendar months or years.
 2.15
    
    Articleswhich apply to sharescan also apply to stock. References in those Articlesto share
or shareholderinclude stockor stockholder.
 2.16
    
    Where the Articlesrefer to sharesin certificated form, this means that ownershipof the
sharescan be transferred using a written transfer document (rather than in line with the
CREST Regulations) and that a share certificateis usually issuedto the owner.
 2.17
    
    Where the Articlesrefer to sharesin uncertificated form, this means that ownershipof the
sharescan be transferred in line with the CREST Regulationswithout using a written transfer
document and that no share certificateis issuedto the owner.
 2.18
    
    References to officers include Directorsand the Company Secretary, but not the Auditors.
 2.19
    
    Where the Articlesrefer to an address, this will include any number or address (including,
in the case of any proxyappointment permitted under Article 55.3, an identification number of
a participant in the relevantsystem) used for sending or receiving notices, documents or
information electronicallyor through a website.
 2.20
    
    Except where the context requires otherwise, any reference to issuedshares of any class
(whether of NGor of any other company) will not include any shares of that class held as
treasury shares.
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2.21
    
    References to the systems ruleswill include the rules, regulations, procedures, facilities
and requirements of the relevant systemconcerned.
 Share capital
 3
    
    The form of our share capital
 3.1
    
    Ourshare capital at the date when these Articlesare amended is made up of 2,704,102,425
ordinary shares of 1117/43 pence each.
 Changing capital
 4
    
    The power to increase capital
 4.1
    
    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 shares
 5.1
    
    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 capital
 6.1
    
    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 shares
 7.1
    
    If any sharesare consolidatedor divided, the Directorshave the power to deal with any
fractions of shareswhich result. The Directorscan sell any sharesrepresenting fractions as
they think fit and distribute the net proceeds of sale among shareholdersin proportion to
their fractional entitlements in line with the law, their rights and interests. The Directors
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can 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.
 7.2
    
    So far as the lawallows, when sharesare consolidatedor divided, the Directorscan 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 capital
 8.1
    
    The shareholderscan pass a special resolutionto:
 (a)
    
    reduce ourshare capital in any way; or
 (b)
    
    reduce, in any way, any capital redemption reserve, share premium account, or
other reserve which cannot be distributed.
 This is subject toany restrictions under the Statutes.
 9
    
    Buying back shares
 9.1
    
    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 sharesof that class
if:
 (a)
    
    either the terms of issueof the convertible sharespermit usto buy back the
equity shares; or
 (b)
    
    the buy-back or agreement to buy back has been approved by a special resolution
passed by the holders of the convertible sharesat a separate class meeting.
 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).
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Shares
 10
    
    The special rights of new shares
 10.1
    
    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 rank
equally. 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 shares
 11.1
    
    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 brokerage
 12.1
    
    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
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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 shares
 13.1
    
    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 allotments
only applies if the terms on which the shareis allottedare consistent with renunciation. The
Directorscan impose terms and conditions regulating renunciationrights.
 14
    
    No trusts or similar interests recognised
 14.1
    
    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 shares
 15.1
    
    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 ownership
of 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
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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
    
    Certificates
 16.1
    
    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, electronicallyor
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:
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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 Authority
requires it.
 17
    
    Replacement share certificates
 17.1
    
    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 we
can treat an application for a replacement certificatemade by one joint shareholderas being
made on behalf of all the shareholdersconcerned.
 Changing share rights
 18
    
    Changing the special rights of shares
 18.1
    
    Whenever ourshare capital is split into different classes of share, any special rights
attached to any of these classes can be varied or cancelled:
 (a)
    
    in such a way as provided by those rights; or
 (b)
    
    if approved by a special resolution;
 as long as:
 (a)
    
    the lawallows this; and
 (b)
    
    the Articlesor rights attached to any class of sharedo not say otherwise.
 The special resolutionmust be passed at a separate meeting of the holders of the relevant
class of shares. This is called a class meeting(the provisions governing a class meeting
are set out in Article 34). Alternatively, the holders of at least three-quarters of the
existing sharesof the class (by nominal value) can give their consent in writing.
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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 shares
forming 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 shares
 19.1
    
    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 forms
 20.1
    
    Unless the Articlesor terms of issueof any sharessay otherwise, any shareholdercan
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 systemand must
comply with the CREST Regulations.
 21
    
    Transferring shares in certificated form
 21.1
    
    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 shareholderuntil 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.
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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 transfers
 22.1
    
    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 793 of the Companies Act(see Article
53).
 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 Register
 23.1
    
    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 registers
 24.1
    
    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 shares
 25.1
    
    Subject tothe lawand the CREST Regulations, and apart from any class of sharewhich 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.
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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 dies
 26.1
    
    If a sole shareholderdies (or a shareholderwho is the last survivor of joint shareholders
dies), 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 shareholderor
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 representatives
 27.1
    
    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 Directors
require.
 28
    
    A person who wants to be registered must give notice
 28.1
    
    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 law
 30.1
    
    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 traced
 31.1
    
    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 wemust 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 Meeting
 32.1
    
    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. We must hold an Annual General Meeting
within six months of our accounting reference date(31 March). The Directorswill decide when
and where to hold the Annual General Meeting.
 33
    
    Notice of General Meetings
 33.1
    
    Subject toArticle 33.2, wemust give at least 21 clear daysnoticein writingfor every
Annual General Meeting. For every other General Meeting, other than a General Meetingconvened
in line with Article 33.2, wemust give at least 14 clear daysnotice in writing.
 33.2
    
    Wecan convene a General Meetingby shorter noticethan that specified in Article 33.1, 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.
 33.3
    
    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;
 (d)
    
    say if any resolution will be proposed as a special resolution;
 (e)
    
    say that a shareholderwho can attend, speak and vote can appoint one or more
proxies(who need not be shareholders) to vote for him or her;
 (f)
    
    state the address where appointments of proxyare to be delivered; and
 (g)
    
    state whether the meeting is an Annual General Meetingor any other General
Meeting.
 33.4
    
    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
 15




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the notice, or it is treated as served, and the day of the meeting do not count towards the
period of notice.
 33.5
    
    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.
 33.6
    
    If wecannot call a General Meetingby sending noticesthrough the post, because the postal
service is suspended or restricted in the United Kingdom, the Directorscan call the meeting
by 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. Wecan still:
 (a)
    
    make the notice available on ourwebsitefrom the date it appears in the
national newspaper until the meetingor any adjournedmeetingends;
 (b)
    
    serve the notice electronically; and
 (c)
    
    if it becomes possible to use the postal service again more than seven days
before the meeting, wemust send confirmation of the noticethrough the post to those
shareholderswho did not receive the notice electronically.
 33.7
    
    Unless the Companies Actdoes not require it, when wereceive a requisitionin writingfrom
the number of shareholdersspecified in the Companies Actand in line with Articles 33.8 and
33.9, 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.
 33.8
    
    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.
 33.9
    
    The shareholdersshould notify usof any requisitionin writing.
 33.10
    
    No proceedings at any General Meetingwill be invalidated if weaccidentally fail to give
noticeof the meetingor to send an instrument of proxyto any shareholder.
 34
    
    Class meetings
 34.1
    
    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
 16




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this quorumis not present at an adjournedclass meeting, one person who holds
sharesof 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.
 35
    
    Moving a General Meeting at short notice
 35.1
    
    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 54, until 48 hours before the rearranged meeting. The Directorscan also move or
postpone the rearranged meeting, or both, under this Article 35.
 Proceedings at General Meetings
 36
    
    The chairman of a General Meeting
 36.1
    
    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 Directorswill, in advance of the General Meeting, appoint a
Directorto chair the meeting.
 36.2
    
    Subject toArticle 36.1, 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 meetingis 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.
 36.3
    
    If there is no Directorwilling and able to be chairman, or if no Directoris present within
15 minutes of the time fixed for the meeting, then the shareholderswho are personally present
at the meetingand entitled to vote will pass an ordinary resolutionto decide which one of
them is to be chairman. A proxycannot be appointed as the chairman.
 36.4
    
    Any resolution (including any amending resolution) proposed by the chairman of the meeting
does not need to be seconded.
 36.5
    
    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.
 37
    
    Security and other arrangements at General Meetings
 37.1
    
    The chairman of a meetingcan take any action they consider appropriate for:
 17




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(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.
 37.2
    
    The chairman of the meetingcan refuse entry to anyone attending a General Meetingwho
refuses a security search or will not otherwise comply with any security arrangements or
restrictions.
 37.3
    
    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.
 37.4
    
    The chairman of the meetingcan invite any person to attend and speak at the General Meeting
who they consider has the knowledge or experience of ourbusiness to assist in the
deliberations of the meeting.
 37.5
    
    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.
 38
    
    Overflow meeting rooms
 38.1
    
    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 38
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.
 39
    
    The quorum needed for General Meetings
 39.1
    
    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.
 40
    
    The procedure if there is no quorum
 40.1
    
    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.
 40.2
    
    If the meetingwas called by shareholders, it is dissolved. Any other meetingis adjournedto
another day, time and place stated in the noticeof meeting. If the noticedoes not contain
these details, the meetingis adjournedto a day, time and place decided by the chairman, not
less than 10 days and not more than 28 days later.
 18




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40.3
    
    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.
 40.4
    
    If at the adjournedmeetinga quorum(two shareholders) is not present within five minutes of
the time fixed for it, the meetingis dissolved.
 41
    
    Adjourning General Meetings
 41.1
    
    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.
 41.2
    
    The chairman of a General Meetingcan also adjourna meetingwhich has a quorumpresent, 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 meeting
directs 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.
 41.3
    
    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.
 41.4
    
    An adjournedGeneral Meetingcan only deal with business that could have been dealt with at
the original meetingbefore it was adjourned.
 42
    
    Amending resolutions
 42.1
    
    In the case of a resolution duly proposed as a special resolution, no amendment to that
resolution (other than an amendment to correct an obvious error) can be considered or voted
on.
 19




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42.2
    
    In the case of a resolution duly proposed as an ordinary resolution, no amendment to that
resolution (other than an amendment to correct an obvious error) can be considered or voted on
unless:
 (a)
    
    noticeof the terms of the amendment and of the intention to move the amendment
have been:
 (i)
    
    lodged in writing at the registered office; or
 (ii)
    
    received electronically, with the noticeof meeting, at the
address specified for receiving noticesin electronic form,
 at least two clear business daysbefore the time appointed for holding the meeting
or adjournedmeetingat which the resolution is to be proposed; and(b)
    
    the chairman of the meetingdecides in good faith that it can be considered and
voted on.
 42.3
    
    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.
 43
    
    Proxies and Directors speaking at General Meetings
 43.1
    
    A proxycan speak at a General Meeting.43.2
    
    A Directorwho is not a shareholdercan still attend and speak at a meeting.
 Voting procedures
 44
    
    All votes decided on a poll
 44.1
    
    Substantive Resolutionsat a General Meetingwill be decided on a poll(whether or not one is
demanded) and any Procedural Resolutionwill be decided on a show of handsunless a pollis
(before or on the declaration of the result of the show of hands) demanded.
 44.2
    
    A pollcan be demanded by:
 (a)
    
    the chairman of the meeting;
 (b)
    
    at least five shareholdersat the meetingwho are entitled to vote (including
proxiesof shareholdersentitled to vote);
 (c)
    
    one or more shareholdersat the meetingwho are entitled to vote and who have,
between them, at least 10 per cent of the total votes of all shareholderswho have the
right to vote at the meeting(including proxiesfor shareholdersentitled to vote); or
 (d)
    
    one or more shareholderswho have shareswhich allow them to vote at the
meeting(including proxiesof shareholdersentitled to vote), where the total amount
which has been paid upon these sharesis at least 10 per cent of the total sum paid up
on all shareswhich give the right to vote at the meeting.
 44.3
    
    A proxy formgives the proxythe authority to demand a poll, or to join others in demanding
one. A demand for a pollmade by a proxyfor a shareholderis treated in the same way as a
demand by the shareholderthemself.
 20




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44.4
    
    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.
 45
    
    How a poll is taken
 45.1
    
    If a pollis taken or demanded in line with the Articles, the chairman of the General Meeting
decides 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 pollis carried out
after the meeting.
 45.2
    
    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.
 45.3
    
    On a poll, a shareholdercan vote either personally or by his proxy. A shareholdercan
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.
 45.4
    
    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 meeting
proceeds as if the demand had not been made.
 46
    
    Timing of a poll
 46.1
    
    A pollcan either be taken immediately at the meetingor within 30 days and at a place
decided on by the chairman. No noticeis required for a pollwhich is not taken immediately if
the time and place it is to be taken are announced at the General Meeting. If the time and
place the pollis to be taken are not announced at the meeting, wemust give seven clear days
noticeof the time and place the pollis to be taken.
 47
    
    The chairmans casting vote
 47.1
    
    If the votes are equal, either on a pollor a show of hands, the chairman of the General
Meetingis entitled to a further, casting vote. This is in addition to any other votes which
the chairman may have as a shareholderor as a proxy.
 21




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48
    
    The effect of a declaration by the chairman
 48.1
    
    Any declaration by the chairman on a point of order is conclusive. In addition, a
corresponding entry in the minute book is conclusive proof of the following declarations by
the chairman of the General Meeting:
 (a)
    
    a resolution has been passed or not passed; or
 (b)
    
    a resolution has been passed by a particular majority.
 There is no need to prove the validity, number or proportion of votes recorded for or
against a resolution.
 Voting rights
 49
    
    The votes of shareholders
 49.1
    
    Subject toArticle 49.2, when a shareholderor a duly appointed proxyis entitled to attend a
General Meetingand vote, a shareholderor a duly appointed proxyhas only one vote on a show
of hands. On a polla shareholderhas one vote for every sharewhich they hold. On a poll, a
duly-appointed proxyor a corporate representativewho is entitled to be present and to vote,
has one vote for every share for which they have been appointed. This is subject toany
special rightsor restrictions which are given to any class of sharesby, or in line with, the
Articles.
 49.2
    
    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.
 50
    
    Shareholders who owe us money
 50.1
    
    Unless the Articlessay otherwise, shareholderswho have not paid usall sums relating to
their shareswhich are due at the time of the meetingcannot attend or vote at General
Meetingsor exerciseany other right conferred by being a shareholderin relation to General
Meetings. This applies both to attending a meetingpersonally and to attending by proxyor
corporate representative.
 51
    
    Votes of shareholders who are of unsound mind
 51.1
    
    This Article 51 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.
 51.2
    
    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 51 only applies if they deliver any
evidence which the Directorsmay require of their authority to do these things to the office
where the Registeris kept (or at any other place which can be specified in line with these
Articles) at least 48 hours before the relevant meeting(or adjournedmeeting).
 22




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52
    
    The votes of joint holders
 52.1
    
    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 shareholdersvotes
(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
 53
    
    Suspending shareholder rights on non-disclosure of interest
 53.1
    
    If any shareholder, or any person appearing to be interested in sharesheld by the
shareholder, has been properly served with a notice under Section 793 of the Companies Act
which requires information about interests in shares, 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 53 will apply. Until they provide the information, the
shareholderwill not be entitled to attend or vote personally or by proxyor by a corporate
representativeat a shareholders meetingor to exerciseany other right in relation to
shareholders meetingsas holder of:
 (a)
    
    the sharescovered by the notice (called default shares);
 (b)
    
    any further shareswhich are issuedin respect of default shares; and
 (c)
    
    any other sharesheld by the shareholderholding the default shares.
 53.2
    
    Any person who acquires sharessubject tothe restrictions under Article 53.1 is limited by
the same restrictions, unless:
 (a)
    
    the transfer was an approved transfer(see Article 53.9); or
 (b)
    
    the transfer was by a shareholderwho has supplied the information required by
the notice under Article 53.1.
 53.3
    
    Where the default sharesrepresent 0.25 per cent or more of the existing sharesof a class
the Directorscan, by a notice (a Section 793 Notice) to the shareholder, direct that:
 (a)
    
    weretain any dividend or part of a dividend or other money which would
otherwise be payable on the default shares(without any liability to pay interest when
such money is finally paid to the shareholder) and the shareholderwill not be entitled
to elect to receive sharesinstead of a dividend; and
 (b)
    
    subject toArticle 53.4, no transfer of any of the sharesheld by the
shareholderwill be registered unless:
 (i)
    
    the transfer is an approved transfer(see Article 53.9); or
 (ii)
    
    the shareholderhas supplied the information required and the
transfer is of part only of their holding; and
 (iii)
    
    when presented for registration, the transfer is accompanied
by a certificate. This certificatemust be in a form satisfactory to the
Directorsand state that, after due and careful enquiry, the shareholderis
satisfied that none of the sharesincluded in the transfer are default shares.
 23




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53.4
    
    Any Section 793 Noticecan treat sharesof a shareholderin certificated and uncertificated
form as separate shareholdings and either apply only to sharesin certificated form or to
sharesin uncertificated form or apply differently to sharesin certificated and
uncertificated form. In the case of sharesin uncertificated form, the Directorscan only use
their discretion to prevent a transfer if this is allowed by the CREST Regulations.
 53.5
    
    Wemust send a copy of the Section 793 Noticeto every person who appears to be interested in
the sharescovered by the notice, but if wefail to do so, this does not invalidate the
notice.
 53.6
    
    The effect stated in a Section 793 Noticecontinues until the information required has been
supplied. It ceases to apply when the Directorsdecide (which they must do within one week of
the default being resolved). Wemust give the shareholderwritten notice of the Directors
decision.
 53.7
    
    A Section 793 Noticealso ceases to apply to any shareswhich are transferred by a
shareholderin a transfer which would be permitted under Article 53.3 even where a Section 793
Noticerestricts transfers.
 53.8
    
    For the purposes of this Article 53, a person is treated as appearing to be interested in any
sharesif the shareholderholding the shareshas been served with a notice under Section 793
of the Companies Actand:
 (a)
    
    the shareholderhas named the person as being interested; or
 (b)
    
    (after taking into account the response of the shareholderto the notice and
any other relevant information) weknow or have reasonable cause to believe that the
person in question is or may be interested in the shares.
 53.9
    
    For the purposes of this Article 53, a transfer of sharesis an approved transferif:
 (a)
    
    it is a transfer of sharesto a person offering to buy them or under an
acceptance of a take-over offer(as defined in Section 974 of the Companies Act); or
 (b)
    
    the Directorsare satisfied that the transfer is made following a sale in good
faith of the whole of the beneficial ownershipof the sharesto a party unconnected
with the shareholderor with any person appearing to be interested in the shares. This
includes a sale made through the London Stock Exchangeor any other stock exchange on
which the sharesare normally traded. For this purpose any associate (as that term is
defined in Section 435 of the Insolvency Act 1986) is included among the people who are
connected with the shareholderor any person appearing to be interested in the shares.
 53.10
    
    For the purposes of this Article 53, interested has the same meaning as in Section 793 of
the Companies Act.
 53.11
    
    For the purposes of this Article 53, reference to a person having failed to give usthe
information required by a Section 793 Notice, or being in default of supplying such
information, includes:
 (a)
    
    their failure or refusal to give all or any part of it;
 (b)
    
    giving information which they know to be materiallyfalse; or
 (c)
    
    having recklessly given information which is materiallyfalse.
 24




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53.12
    
    This Article 53 does not restrict in any way the provisions of the Companies Actwhich apply
to failures to comply with notices under Section 793 of the Companies Act.
 Proxies
 54
    
    Completing proxy forms
 54.1
    
    A proxy formcan be in any form which is commonly used, or in any other form, which the
Directorsapprove.
 54.2
    
    A proxy formmust be in writing. A proxy formgiven by an individual shareholdermust be
signed by the shareholderappointing the proxy, or by an agent who has been properly appointed
in writingor authenticated in line with Article 125. If a proxyis appointed by a company,
the form should be either sealed with the companysseal or signed by an officer or an agent
who is properly authorised to act for the companyor authenticated in accordance with Article
125. 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 or
authentication need not be witnessed.
 54.3
    
    Subject tothe law, all noticesconvening General Meetingswhich are sent to shareholders
entitled to vote at the General Meetingmust be accompanied by a proxy format ourexpense.
 54.4
    
    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.
 54.5
    
    A shareholdercan appoint more than one proxyto attend, vote and speak at the same meeting
provided that each proxyis appointed to exercise the rights attaching to a different shareor
sharesheld by that shareholder. Depositing the proxy formdoes not prevent a shareholderfrom
attending and voting at the meetingor at any adjournmentof it.
 54.6
    
    A proxyneed not be a shareholder.
 54.7
    
    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 adjourned
meeting, if the pollwas demanded or the adjournmentmoved at a meetingheld within the
12-month period.
 55
    
    Delivering completed proxy forms
 55.1
    
    A completed proxy formmust be delivered to the place stated in the noticeof General
Meeting, or in the proxy form, or, if no place is stated, to the office where the Registeris
kept. If the Directorsdecide to accept proxiesdelivered in electronic formor
electronically,they must be delivered in the way that they specify. A proxy formmust be
delivered at least:
 (a)
    
    48 hours before a General Meetingor an adjournedmeeting;
 (b)
    
    24 hours before a pollis taken, if the pollis taken more than 48 hours after
it was demanded; or
 25




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(c)
    
    48 hours before a meetingor an adjournedmeeting, if the pollis taken within
48 hours of the meetingor an adjournedmeeting.
 In calculating the time periods in this Article 55.1, the Directorscan decide to exclude
any part of any day which is not a business day.
 55.2
    
    As far as the lawpermits, Directorscan decide to accept proxiesdelivered in electronic
formor delivered electronically(see Article 55.3), subject toany limitations, restrictions
or conditions they decide to apply. Wemay choose not to apply Articles 55.1 and 55.2 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.
 55.3
    
    In relation to any sharesin uncertificated form, the Directorscan permit a proxy to be
appointed electronicallyin the form of an uncertificated proxy instruction. They can also
permit any supplement to, or amendment or withdrawal of, any such instruction by a further
uncertificated proxy instruction. The Directorscan set out the method of determining when we
should consider wereceived any such instruction. The Directorscan treat any such instruction
which appears or claims to be sent on behalf of the shareholderas sufficient evidence that
the person sending the instruction is authorised to send it on behalf of that shareholder.
 55.4
    
    If Article 55 is not met, the proxywill not be able to act for the person who appointed
them.
 55.5
    
    Where two or more proxy formsare delivered for use by the same shares, wewill treat the one
which has been delivered last as replacing and revokingthe others which have been delivered.
 55.6
    
    Unless the proxy formsays otherwise, it will be valid at an adjournedGeneral Meetingas
well as for the original General Meetingit relates to.
 55.7
    
    Once a proxy formrelating to more than one meeting(including any adjournedmeeting) has
been delivered, it does not need to be delivered for each following meetingit relates to.
 55.8
    
    A shareholdercan attend and vote at a General Meetingeven if they have appointed a proxyto
attend, vote and speak at that meeting. However, if they vote in person on a resolution, their
appointment of a proxywill not be valid on that resolution.
 56
    
    Cancelling a proxys authority
 56.1
    
    Any vote cast in the way a proxy formauthorises, or any demand for a pollmade by a proxy,
will be valid even though:
 (a)
    
    the person who appointed the proxyhas died or is of unsound mind;
 (b)
    
    the proxy formhas been withdrawn; or
 (c)
    
    the authority of the person who signed the proxy formfor the shareholderhas
been withdrawn.
 56.2
    
    However, this does not apply if notice of the fact has been received at the office where the
Registeris kept (or at such other place at which the proxywas validly deposited) before:
 (a)
    
    the General Meetingor adjournedmeetingstarts; or
 26




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(b)
    
    the time fixed to take a pollon a later day;
 when the proxy formis used.
 57
    
    Representatives of companies
 57.1
    
    Subject to the Statutes, a companywhich is a shareholdercan authorise any person or persons
to act as its representative or representatives at any General Meetingor any class meeting
which it is entitled to attend. Each person will be called a corporate representative.
 58
    
    Challenging votes
 58.1
    
    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
 59
    
    The number of Directors
 59.1
    
    There must be at least two Directors(other than alternate directors). But the shareholders
can increase this minimum by passing an ordinary resolution. There is no maximum number of
Directors.
 60
    
    Qualification to be a Director
 60.1
    
    A Director need not be a shareholder.
 61
    
    Directors fees
 61.1
    
    In line with this Article 61.1, each of the Directors, other than a Directoracting in an
executive capacity, will be paid a fee for their services. The Directorsor a committeecan
decide on the amount, timing and way of paying Directorsfees, but the total of the fees paid
to all of the Directors(excluding amounts paid as special payunder Article 62, amounts paid
as expenses under Article 63 and any payments under Article 64) must not exceed:
 (a)
    
    £2,000,000 a year; or
 (b)
    
    any higher sum decided on by an ordinary resolutionat a General Meeting.
 61.2
    
    The fee will accrue from day to day and any Directorholding office as a Directorfor only
part of the period covered by the fee is only entitled to a pro-rata share for that part of
the period.
 62
    
    Special pay
 62.1
    
    The Directorsor any committeecan award special payto any Directorwho:
 (a)
    
    acts in an executive capacity;
 27




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(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.
 62.2
    
    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.
 62.3
    
    Special payis additional to fees paid under Article 61.1.
 63
    
    Directors expenses
 63.1
    
    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.
 64
    
    Directors pensions and other benefits
 64.1
    
    The Directorsor any committeecan decide whether to award:
 (a)
    
    pensions;
 (b)
    
    annual payments;
 (c)
    
    gratuities; or
 (d)
    
    other allowances or benefits
 to any people who are or were Directors, executive officers, officers, or employees of NGor
of any subsidiaryor former subsidiaryof NG, or of any predecessor in business of NGand to
any member of their family (including a husband or wife, or former husband or wife) or to
any person who is or was dependent on them.
 64.2
    
    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.
 64.3
    
    The Directorsor any committeecan arrange for any of these matters to be done by useither
alone or working with any other person.
 64.4
    
    No Directoror former Directoris accountable to usor our shareholdersfor a benefit of any
kind given in line with this Article 64. Receiving a benefit of any kind given in line with
this Article 64 does not prevent a person from being or becoming a Director.
 28




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65
    
    Appointing Directors to various posts
 65.1
    
    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.
 65.2
    
    A Directorappointed as an executive Directorcan, in line with Article 62, be paid special
pay(by salary, commission, profit sharing or otherwise) in any way the Directorsor any
committeemay decide and either in addition to, or in place of, any fee they receive as a
Directorunder Article 61.
 65.3
    
    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s
appointment ends under this Article 65.3, this does not prejudice any claim for breach of
contract against uswhich may otherwise apply.
 65.4
    
    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
 66
    
    Retiring Directors
 66.1
    
    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.
 67
    
    Eligibility for re-election
 67.1
    
    A retiring Directoris eligible for re-election.
 68
    
    Re-electing a Director who is retiring
 68.1
    
    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.
 68.2
    
    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.
 69
    
    Electing two or more Directors
 69.1
    
    A single resolution for electing two or more Directorsis void unless putting the resolution
in this form has been approved by an earlier resolution taken at the General Meeting, with no
votes cast against.
 29




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70
    
    People who can be Directors
 70.1
    
    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 70.2) who
is entitled to attend and vote at the General Meeting.
 70.2
    
    A shareholderproposing a Directorin line with Article 70.1 and Article 118.1 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.
 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).
 71
    
    Filling vacancies and appointing extra Directors
 71.1
    
    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 Meetingafter their
appointment. At this Annual General Meetingthey can be elected by the shareholdersas a
Director.
 71.2
    
    Subject toArticle 70, at a General Meetingthe shareholderscan also pass an ordinary
resolutionto fill a casual vacancyor to appoint an extra Director.
 71.3
    
    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).
 72
    
    Removing and appointing Directors by an ordinary resolution
 72.1
    
    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 noticeof
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.
 72.2
    
    Subject toArticle 70, 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 72.2, the vacancy can be filled under Article 71.
 73
    
    When Directors are disqualified
 73.1
    
    Any Directorautomatically ceases to be a Directorin any of the following circumstances.
 (a)
    
    If a bankruptcy order is made against them.
 30




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(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 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.
 73.2
    
    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
 74
    
    Directors meetings
 74.1
    
    The Directorscan decide when to have meetings and how they will be conducted, and on the
quorum. They can also adjourntheir meetings.
 75
    
    Who can call Directors meetings?
 75.1
    
    A meeting can be called by any Director. The Company Secretarymust also call a meeting if a
Directorrequests a meeting.
 76
    
    How Directors meetings are called
 76.1
    
    Meetings are called by serving a noticeon all the Directors. This noticecan be given to a
Director:
 (a)
    
    personally;
 (b)
    
    by word of mouth;
 (c)
    
    by noticein writing(sent to him or her at their last known address); or
 (d)
    
    in electronic form(sent to their last known electronic address or other
address given by them to usfor this purpose).
 31




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76.2
    
    Any Directorcan waive the right to receive noticeof any meeting, including one which has
already taken place.
 77
    
    Quorum
 77.1
    
    If no other quorumis fixed, two Directorsare a quorum. Subject tothese Articles, the law
and the Memorandum, a meeting at which a quorumis present can exerciseall the powers,
authorities and discretions of the Directors.
 77.2
    
    A person who holds office only as an alternate directorwill, if the person who appointed
them is not present, be counted in the quorum.
 77.3
    
    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.
 78
    
    The chairman of Directors meetings
 78.1
    
    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 Directorswill, in the
advance of the Directors meeting, appoint a Directorto chair the meeting.
 78.2
    
    Subject to Article 78.1, 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.
 79
    
    Voting at Directors meetings
 79.1
    
    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.
 79.2
    
    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
59 and 77 (including any variation of this minimum which is approved by an ordinary resolution
of shareholders), the remaining Directorcan only either:
 (a)
    
    appoint further Directorsto make up the shortfall; or
 (b)
    
    call a General Meeting.
 79.3
    
    If no Directorsare willing or able to act under this Article 79, any two shareholderscan
call a General Meetingto appoint extra Directors.
 80
    
    Directors meetings by video conference and phone
 80.1
    
    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.
 80.2
    
    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
 32




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there is no largest group, Directorsmeetings will be treated as taking place where the
chairman is.
 80.3
    
    A Directorsmeeting held in the way described in Article 80.1 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.
 81
    
    Resolutions in writing
 81.1
    
    This Article 81 applies to a written resolution which is signed or confirmed electronically
by the minimum number of Directorsrequired to make a Directorsmeeting or a meeting of a
committeequorate. This kind of resolution is just as valid and effective as a resolution
passed by those Directorsat a meeting or committeemeeting which is properly called and held.
 81.2
    
    The resolution can be passed using several copies of a document, if each document is signed
by one or more Directors, or agreement is confirmed by each Directorelectronically. These
copies can be sent electronically.A resolution is not adopted unless the minimum number of
Directorsto make the meeting or committeemeeting quoratehave signed it or confirmed their
agreement electronically.
 81.3
    
    A resolution signed by an alternate directorneed not also be signed by the person who
appointed them. Also, a resolution signed by the person who appointed an alternate director
need not also be signed by the alternate directorin that capacity.
 81.4
    
    A written resolution will be valid when it is signed by the last Director.
 81.5
    
    The resolution can take the form of a letter, (as long as it is in writing) be in electronic
formor by any other way the Directorsmay approve.
 82
    
    The validity of Directors actions
 82.1
    
    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.
 82.2
    
    Article 82.1 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.
 82.3
    
    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 82.
 33




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Directors interests
 The provisions of Article 83 will take effect on 1 October 2008 or on another date when Section 175
of the Companies Actcomes into effect.
 83
    
    Authorising Directors interests
 83.1
    
    For the purposes of Section 175 of the Companies Act, the Directorscan authorise any matter
which:
 (a)
    
    would or could be a breach of a Directorsduty under that section; or
 (b)
    
    could result in a breach of a Directorsduty under that section.
 This authorisation will avoid a situation arising in which the Directorhas, or could have,
a direct or indirect interest that conflicts, or could conflict, with ourinterests.
 83.2
    
    For authorisation of a matter under this Article to be effective:
 (a)
    
    the matter in question must have been proposed in writingfor consideration at
a Boardmeeting, in line with the Boardsnormal procedures or in any other way the
Directorsmay decide;
 (b)
    
    any quorumrequirement at the Boardmeeting when the matter is considered must
be met without counting any Interested Directors; and
 (c)
    
    the matter must be agreed without the Interested Directorsvoting, or would
have been agreed if the votes of the Interested Directorshad not been counted.
 83.3
    
    Any matter authorised under this Article will include any existing or potential conflict of
interest which it is reasonable to expect will arise out of the authorised matter.
 83.4
    
    Any authorisation of a matter under this Article will be subject toany conditions or
limitations decided on by the Board. The Boardcan decide the conditions or limitations at the
time authorisation is given, or later on, and can end them at any time. A Directormust comply
with any obligations the Directorsimpose on him or her after a matter has been authorised.
 83.5
    
    A Directordoes not have to hand over to usany benefit he or she receives (or a person
connected with them receives) as a result of anything the Boardhas authorised under this
Article. No contract, transaction or arrangement of the type described in this Article can be
set aside because of any Directorsinterest or benefit.
 84
    
    Directors may have certain interests
 84.1
    
    Subject tocomplying with Article 84.2, a Directorcan have the following interests.
 (a)
    
    A Director(or a personconnected with them) can be a director, officeror
employee of, or have an interest in (including holding shares) any Relevant Company.
 (b)
    
    A Director(or a personconnected with them) can have an interest in any
Relevant Company wehave an interest in, or be a party to a contract with that company.
 (c)
    
    A Director(or a personconnected with them, or any firm the Directoris a
partner, employee or shareholderof) can do professional work for any Relevant
 34




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Company(other than as an Auditor) whether or not payment is made for the work.
 (d)
    
    A Director can have an interest if it is unreasonable to expect that it will
result in a conflict of interest.
 (e)
    
    An interest, transaction or arrangement which may result in another interest
which the Directordoes not know about.
 (f)
    
    A Directormay have an interest in any matter authorised under Article 83.
 (g)
    
    Any other interest authorised by ordinary resolution.
 No authorisation under Article 84 is required for any interests under this Article 84.
 84.2
    
    The Directormust declare the nature and extent of any interest allowed under Article 84.1,
but which does not fall within Article 84.3. The Directormust do this at a Boardmeeting or
by sending notice in writing to other Directorselectronicallyor otherwise.If a Director has
an interest in a company and is interested in any transaction or arrangement with that company
or is connected with a person and is interested in a transaction with that person, the
Director must declare the nature and extent of any interest and give such notice at a Board
meeting.
 84.3
    
    A Directordoes not need to declare an interest:
 (a)
    
    falling within paragraph (d) or (e) or (f) of Article 84.1;
 (b)
    
    if the other Directorsalready know about the interest (and for this purpose
the other Directorswill be treated as knowing about the interest if it is reasonable
to expect they know about it); or
 (c)
    
    if the interest concerns the terms of the Directorsservice contract (as
defined in Section 227 of the Companies Act) that have been or are to be considered at
a Boardmeeting or at a committee meeting of Directorsappointed under these Articles
to consider the terms.
 84.4
    
    A Directordoes not have to hand over to usany benefit he or she (or a personconnected with
them) receives:
 (a)
    
    from any contract or employment with, or interest in, any Relevant Company; or
 (b)
    
    for any payment as referred to in Article 84.1.
 No contract, transaction or arrangement of the type described above can be set aside because
of any Directorsinterest or benefit.
 84.5
    
    In this Article each of the following is a Relevant Company:
 (a)
    
    NG;
 (b)
    
    a subsidiaryof NG;
 (c)
    
    any holding companyof NGor a subsidiary undertakingof any such holding
company;
 (d)
    
    any companypromoted by NG; or
 (e)
    
    any companyin which NGis interested.
 35




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##### 



85
    
    Restrictions on quorum and voting
 85.1
    
    Unless this Article says otherwise, and regardless of whether the interest is one which is
authorised under Article 83 or allowed under Article 84, a Directorcannot vote (and if he or
she does, their vote will not be counted) on a resolution about a contract in which the
Director(or a personconnected with them) is interested.
 85.2
    
    A Directorcannot be counted in the quorumfor a Boardmeeting in relation to any resolution
on which the Directoris not entitled to vote.
 85.3
    
    If the lawallows, a Directorcan (unless the Directorhas some other interest as well as an
interest allowed by this Article) vote and be counted in the quorumon a resolution concerning
a contract:
 (a)
    
    in which the Directorhas an interest which the Directordoes not know about;
 (b)
    
    in which the Directorhas an interest which it is unreasonable to expect will
result in a conflict of interest;
 (c)
    
    in which the Directorhas an interest only because the Directorholds our
shares, debenturesor other securities, or by reason of any other interest in or
through us;
 (d)
    
    which involves giving any security, guarantee or indemnityto the Directoror
any other personfor:
 (i)
    
    money lent or obligations incurred by the Director,or by any
other person;
 (ii)
    
    at our request, or for ourbenefit or the benefit of any of our
subsidiaries; or
 (iii)
    
    a debt or other obligation which is owed by usor any of our
subsidiariesto that other person if the Directorhas taken responsibility for
all or any part of that debt or obligation by giving a guarantee, security or
indemnity;
 (e)
    
    where weor any of oursubsidiariesare offering any shares, debenturesor
other securitiesfor subscriptionor purchase:
 (i)
    
    to which the Directoris or may be entitled as a holder of our
securities; or
 (ii)
    
    where the Directorwill be involved in the underwritingor
sub-underwriting;
 (f)
    
    relating to any other companyin which the Directorhas an interest, directly
or indirectly (including holding a position in that company) or is a shareholder,
creditor, employee or is otherwise involved in that company. These rights do not apply
if the Directorowns one per cent or more of that companyor of the voting rights in
that company;
 (g)
    
    relating to an arrangement for the benefit of ouremployees or former employees
or any of oursubsidiarieswhich only gives the Directorsthe same benefits that are
generally given to the employees or former employees the arrangement relates to;
 (h)
    
    relating to usbuying or renewing insurance for any liabilityfor the benefit
of Directorsand others;
 (i)
    
    which gives Directorsindemnities;
 (j)
    
    relating to funding expenditure by any Directoror Directors:
 36




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(i)
    
    on defending criminal, civil or regulatory proceedings or
actions against the Directoror the Directors;
 (ii)
    
    in connection with an application to the court for relief; or
 (iii)
    
    on defending the Directoror the Directorsin any regulatory
investigations;
 (k)
    
    which enables any Directoror Directorsto avoid incurring expenditure as
described in paragraph (j); and
 (l)
    
    in which the Directorsinterest, or the interest of Directorsgenerally, has
been authorised by an ordinary resolution.
 85.4
    
    This Article 85 applies if the Directorsare considering proposals to appoint two or more
Directorsto positions with usor any companyweare interested in. It also applies if the
Directorsare considering setting or changing the terms of the appointment. These proposals
can be split up to deal with each proposed Directorseparately. If this is done, each proposed
Directorcan vote and be included in the quorumfor each resolution, except the one concerning
them.
 85.5
    
    If any question comes up at a meetingabout whether a Directorhas a materialinterest or
whether they can vote or be counted in the quorum, and the Directordoes not agree to abstain
from voting on the issue or not be counted in the quorum, the question will be referred to the
chairman of the meeting. The chairmans ruling about the Directoris conclusive, unless the
nature or extent of the Directorsinterests has not been fairly disclosed to the Board. If
the chairman is the Directorin question, the question will be decided by a resolution of the
Board(the chairman will be counted in the quorumbut will not vote on the matter) and the
resolution will be final unless the nature or extent of the chairmans interest (so far as it
is known to them) has not been fairly disclosed to the Board.
 86
    
    Confidential information
 86.1
    
    Subjectto Article 83, if a Directorreceives information for which he or she owes a duty of
confidentiality to a personother than us, and they did not receive the information because of
their position as a Director, they will not be required to:
 (a)
    
    disclose the confidential information to the Board, or to any of Directors,
officersor employees; or
 (b)
    
    use or apply the confidential information in any other way in connection with
their duties as a Director.
 86.2
    
    A duty of confidentiality may arise when a Directorhas, or could have, a direct or indirect
interest that conflicts, or may conflict, with ourinterests. This Article 86 will apply only
if the conflict arises out of a matter which has been authorised under Article 83 or falls
within Article 84.
 86.3
    
    This Article does not affect any equitable principle (rules of fairness) or rule of lawwhich
may excuse or release the Directorfrom disclosing information, in circumstances where
disclosure may otherwise be required under this Article.
 87
    
    Directors interests  general
 87.1
    
    For the purposes of Articles 83 to 87:
 37




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(a)
    
    an interest of a personwho is connected with a Directorwill be treated as an
interest of the Director; and
 (b)
    
    Section 252 of the Companies Actwill determine whether a personis connected
with a Director.
 87.2
    
    Where a Directorhas an interest which it is reasonable to expect will result in a conflict
of interest, the Directorwill, if asked to do so by the Board, take any additional steps that
are necessary or desirable to manage the conflict of interest. These steps can include
complying with any procedures laid down by the Boardto manage conflicts of interest
generally, or carrying out any specific procedures approved by the Boardfor managing the
situation or matter in question, including (without limitation) the Director:
 (a)
    
    being absent from any Boardmeetings where the relevant situation or matter is
to be considered; and
 (b)
    
    not being given access to documents or information made available to the Board
generally in relation to such a situation, or arranging for the documents or
information to be reviewed by a professional adviser to determine whether it is
appropriate for him or her to have access to such documents or information.
 87.3
    
    By passing an ordinary resolution, the shareholderscan ratify any contract not properly
authorised because it breached any of the provisions in Articles 83 to 87.
 Minutes
 88
    
    Minutes
 88.1
    
    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.
 88.2
    
    Subject tothe law, the minutes will be a sufficient record of the meeting if signed by the
chairman.
 Directors committees
 89
    
    Delegating powers to committees
 89.1
    
    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
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(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.
 89.2
    
    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 89.
 90
    
    Committee procedure
 90.1
    
    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 committee
which have been laid down under Article 89.1.
 Directors powers
 91
    
    General powers of Directors
 91.1
    
    The Directorsmanage ourbusiness and affairs. Subject tothe Statutes, these Articles, and
any regulation made by special resolutionwhich affects their powers, the Directorswill
exercise all powers other than those weare required to exercise in a General Meeting. No
regulation made by special resolutionwill invalidate any act previously carried out by the
Directorswhich would have been valid if the regulation had not been made. The general powers
granted to the Directorsby this Article 91.1 will not be limited or restricted by any special
authority or power given to the Directors by any of the other provisions in these Articles.
 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 Directorscan
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 Directorsdo 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:
 (i)
    
    two Directors; or
 (ii)
    
    a Directorand the Company Secretary; or
 (iii)
    
    a Directorin the presence of a witness who confirms the
signature of the Director.
 An agent can be appointed by a Directoror the Company Secretary.
 39




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93
    
    Local boards
 93.1
    
    The Directorscan establish any local boards or agencies for managing any of ouraffairs,
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 Directorsthink 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.
 95
    
    Signatures on cheques
 All 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 powers
 96.1
    
    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;
 for any or ourdebts, liabilitiesor obligations or those of any third party.
 40




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##### 



97
    
    Borrowing restrictions
 97.1
    
    The Directorsmust:
 (a)
    
    limit our Borrowings; and
 (b)
    
    exercise all voting and other rights or powers of control wehave over our
subsidiary undertakings;
 to make sure that the total amount of all Borrowingsby the Groupoutstanding at any time
(excluding any borrowings owed by one member of the Groupto another) will not be more than
£30,000,000,000 or any other amount approved by shareholdersby an ordinary resolution at a
General Meeting.
 This limitation on Borrowingswill only affect subsidiary undertakings to the extent that
the Directorscan restrict the Borrowingsof the subsidiary undertakings by exercising the
rights or powers of control which wehave over oursubsidiary undertakings. Wecan consent
in advance to exceeding the borrowing limit by passing an ordinary resolution at a General
Meeting.
 97.2
    
    In this Article:
 (a)
    
    Groupmeans NG, its subsidiaries and subsidiary undertakings, other than those
not consolidated in NGsgroup accounts in line with Section 402 of the Companies Act;
 (b)
    
    minority proportionmeans the proportion of the issued equity share capital of
a partly-owned subsidiary which is not, for the time being, beneficially owned within
the Group; and
 (c)
    
    borrowingsmeans the aggregate amount (combined total) of all liabilities and
obligations of the Groupwhich, in line with the accounting bases and principles of the
Group, are treated as borrowings in the latest audited consolidated balance sheet(see
Article 97.2(d)) of the Groupand will include the following:
 (i)
    
    money borrowed from outside the Groupby a partly-owned
subsidiary(less a proportion equal to the minority proportion); and
 (ii)
    
    the proportion of money (equal to the minority proportion)
borrowed by a member of the Groupfrom a partly-owned subsidiaryof the Group.
 Borrowingsdo not include:
 (i)
    
    money borrowed by a member of the Groupto repay (with or
without a premium), within six months of being borrowed, all or part of
outstanding borrowings owing by another member of the Group;
 (ii)
    
    for six months from the date on which a company becomes a
subsidiary undertakingof the Group, an amount equal to money borrowed by that
company, and which is outstanding at the date when it becomes a member of the
Group;
 (iii)
    
    for six months from the date on which a companyis acquired by
a member of the Group, an amount secured on an asset of that company, and which
is outstanding at the date of acquisition; and
 41




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##### 



(iv)
    
    money beneficially owned by a member of the Groupwhich is
deposited with a person who is not a member of the Groupand which must be
repaid on, or within three months of, a demand (less, in the case of a
partly-owned subsidiaryof the Group, a proportion equal to the minority
proportion).
 If the amount of Borrowingsis being calculated in connection with a transaction
involving a companybecoming or ceasing to be a member of the Group, the amount is
to be calculated as if the transaction had already occurred.
 The aggregate of the following will be credited against the money borrowed:
 (i)
    
    cash in hand of the Group;
 (ii)
    
    cash deposits and the balance on each current account of the
Groupwith banks in the United Kingdom(and elsewhere if this applies) if the
remittance of the cash to the United Kingdomis not prohibited by any law,
regulation, treaty or official directive;
 (iii)
    
    the amount of all short-term assetsthat might be included in
Investments - short-term loans and deposits in a consolidated balance sheet
of the Group, prepared on the date of the relevant calculation in line with the
principles with which the latest audited balance sheet was produced; and
 (iv)
    
    the amount of any cash or short-term assetswhich are securing
the repayment of any amount borrowed by the Groupdeposited or otherwise placed
with the trustee or similar entity in respect of the relevant borrowing.
 Where the aggregate principal amount of Borrowingsrequired to be taken into account
for the purposes of this Article 97 is being calculated on any particular date, the
following will apply:
 (i)
    
    Money borrowed by NGor any subsidiary undertakingexpressed or
calculated in a currency other than sterling will be converted into sterling
using the current rate of exchange, when preparing the audited balance sheet
which forms the basis of the calculation of the Borrowings. Or, if the
calculation did not involve the relevant currency, the Auditorscan refer to
the rate of exchange, or approximate rate of exchange, they consider
appropriate on the date the audited balance sheet was prepared.
 (ii)
    
    If, under the terms of any borrowing, the amount of money
needed to discharge the principal amount of the borrowing in full if it fell to
be repaid (at the option of NGor by reason of default) is less than the amount
that would otherwise be taken into account for such borrowing, for the purpose
of this Article 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 Group prepared in line with the law for the relevant financial year.
 97.3
    
    A certificate or report given by a person chosen by the Directorscertifying or reporting on
the total amount of Borrowingsby the Groupoutstanding at a particular time will be
conclusive evidence of that amount. However, the Directorscan rely on a good-faith
estimate of the total amount of Borrowingsat any time and if, as a result, the borrowing
limit stated in Article 97.1 is accidentally exceeded, an amount of borrowings equal to the
 42




---



##### 



excess can be disregarded until six months after the date on which the Directorsbecame
aware that such a situation had or may have arisen.
 97.4
    
    No lender or other person dealing with the Groupneeds to see or enquire whether the
borrowing limit imposed by Article 97.1 is observed. No debt incurred or security given in
excess of this borrowing limit will be invalid or ineffective unless the lender or the
recipient of the security had express notice at the time when the debt was incurred or
security given, that the limit had been or would be exceeded as a result.
 Alternate directors
 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 Directorappoints 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 68. A Directorcan also remove their alternate directorby delivering
a signed notice (or in any other way approved by the Directors) to us. An alternate director
can 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 Directorappointing them is
not present and generally to perform all the functions of the Directorappointing them as an
alternate director. If the alternate directoris a Directoror attends any meeting as an
alternate for more than one Director, they will have one vote for each Directorthey act as an
alternate for, as well as their own vote as a Director. However, they may not be counted more
than once for the purposes of the quorum. If the person who appointed them is temporarily
unable to act through ill health or disability, the signature of the alternate directorto any
resolution in writing of the Directorsis as effective as the signature of the person who
appointed them.
 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;
 43




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##### 

\

(b)
    
    benefit from contracts or arrangements or transactions;
 (c)
    
    be repaid expenses; and
 (d)
    
    be indemnifiedto the same extent as if the alternate directorwere a Director.
 However, the alternate directoris not entitled to receive any payfrom us, except for any
pay wewould otherwise payto the person who appointed them but which they had told us, in
writing, to payto their alternate or unless wedecide otherwise by ordinary resolution.
 The Company Secretary
 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 sealto 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 Director and the Company Secretary;
 (b)
    
    two Directors; or
 (c)
    
    a Director in the presence of a witness who confirms the signature of the
Director.
 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
88.1(a) and (b), Articles 88 and 81 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, electronicallyor 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.
 44




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##### 



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:
 (a)
    
    one Directorand the Company Secretary;
 (b)
    
    two Directors; or
 (c)
    
    a Directorin the presence of a witness who confirms the signature of the
Director,
 (d)
    
    will be as effective as if the Sealhad been used. However, a document intended
as a deed must not be signed in this way without the authority of the Directorsor of a
committeeauthorised by the Directorsto give such authority.
 Authenticating documents
 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, our
officer 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.
 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.
 45




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##### 



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.
 But no interim dividendwill be paid on shareswhich carry deferred or non-preferred rights
if, at the time of payment, any preferential dividendis in arrears(on any one of them).
 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 shares
which rankequally with or behind their shares.
 105
    
    Dividends not in cash
 105.1
    
    If the Directorsrecommend this, the shareholderscan pass an ordinary resolutionto 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 Directorscan settle it
as they decide. In particular, they can:
 (a)
    
    issue fractional certificates(or ignore fractions);
 (b)
    
    fix the value of assetsfor distribution purposes;
 (c)
    
    subject tothe lawand, in the case of sharesheld in uncertificated form, the
systems rules, authorise and instruct any person to sell and transfer any fractions;
 (d)
    
    pay cash of a similar value to adjust the rights of people entitled to the
dividend; and
 (e)
    
    transfer any assetsto trusteesfor people entitled to the dividend.
 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.
 Money deducted in this way can be used to pay amounts owed to usin connection with the
shares.
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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, we
can 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.
 107.6
    
    If the person entitled to the dividend is one of ouremployees or one of oursubsidiaries,
the cheque may be sent to that person through ourinternal post system or that of our
subsidiary.
 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
 47




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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;
 (whichever is later).
 If the Directorsdecide to pay unclaimed dividends into a separate account, wewill not be a
trusteeof the money and will not be liable to pay any interest on it. Any dividend which
has not been claimed for 12 years after the date on which it was declaredor became due for
payment will be forfeitedand belong to us.
 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:
 (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 shares
 48




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##### 



can 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 our
employee 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 shareholders
concerned.
 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 shareholders
must 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.
 The Directorscan also allow shareholdersto choose between these alternatives.
 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
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 sharesare
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 unissuedsharesauthorised
for issueand enough revenues which can be capitalisedto satisfy the offer.
 49




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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 writingof their right to
opt for new shares. This notice should also say how, where and when shareholdersmust notify
usif they want to receive new shares. Where new sharesare available and shareholdershave
already opted to receive new sharesin place of all future dividends, wewill not notify them
of a right to opt for new shares. Instead, wewill remind them that they have already opted
for new sharesand tell them how to tell usif they want to start receiving cash dividends
again.
 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 Directors
can decide how to deal with any fractions left over. Wecan, if the Directorsdecide, 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 shares
as 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
 (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.
 50




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Accounts
 113
    
    Accounting and other records
 The Directorswill make sure that proper accounting records that comply with the laware
kept to record and explain ourtransactions.
 114
    
    The location and inspection of records
 114.1
    
    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 our
accounting 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.
 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.
 51




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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.
 Communicating with shareholders
 118
    
    Serving and delivering notices and other documents
 118.1
    
    Subject toand in line with the Companies Actsand these Articles, wecan send or supply all
types of notices, documents or information to shareholderselectronicallyor by making the
notices, documents or information available on a website(or wecan do both).
 118.2
    
    Subject toand in line with Articles 118, 119, 121 and 122, the Company Communications
Provisionsin the Companies Actgovern how wesend or receive notices, documents or
information.
 119
    
    Notices to joint holders
 119.1
    
    We will consider anything which needs to be agreed by joint shareholdersas agreed when the
first joint shareholderwho is listed on the Registerhas agreed. We treat a noticegiven to
the first shareholder in this way as given to all of the joint shareholders.
 119.2
    
    When a noticeor document is given to joint shareholders, it will be given to the first
joint shareholderwho is listed on the Register.
 119.3
    
    The provisions of this Article 119 relating to joint shareholderswill take priority over
the Company Communications Provisions.
 120
    
    Notices for shareholders with foreign addresses
 120.1
    
    This Article 120 applies to shareholders(including joint shareholders) whose address on the
Registeris outside the United Kingdom. Subjectto the Statutes, they can give usa United
Kingdomaddress where wecan serve noticesor documents can be served on them. If they do give
us a United Kingdom address, they are entitled to have noticesor documents served on them at
that address. Otherwise, they are not entitled to receive any noticesand documents from us
except electronically, subject to all the laws that apply.
 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 (including a share certificate) is sent:
 (a)
    
    through the post (or internal post for a shareholderwho is one of our
employees or an employee of one of oursubsidiaries); or
 (b)
    
    in electronicform but not electronically;
 it is treated as being properly served or delivered within 24 hours if weused first-class
post or 48 hours if weused second-class post (or on the day advised by the post office).
 52




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Wecan prove that a noticeor other document was served by post (or internal post) by
showing that:
 (c)
    
    the letter containing the noticeor document was properly addressed; and
 (d)
    
    it was put into the postal system with postage pre-paid (where this applies) or
given to a delivery agent.
 121.2
    
    Wewill treat any noticeor document which wesent or supplied electronicallyas being
properly sent 24 hours after it was transmitted. Proving delivery of the notice, document or
information will be adequate to show it was properly addressed.
 121.3
    
    Wewill treat any noticeor document which we send or supply through a websiteas being
properly served when the material is first made available on the websiteor, if later, when
the person wesent the noticeor document to received (or is treated as having received)
noticethat the material was available on the website.
 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 shareholderis present at any shareholders meetingeither in person or by proxyor, in
the case of a corporate shareholder, by a duly authorised corporate representative, it will be
considered that they received noticeof the meetingand of the reason why it was called.
 121.6
    
    The provisions of this Article 121 relating to any noticesor document wetreat as having
been delivered shall take precedence over the Company Communications Provisions.
 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 an address 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 we
knew 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.
 122.2
    
    The provisions of this Article relating to a shareholderwho has died, has become of unsound
mindor become bankrupt or is in liquidation shall take precedence over the Company
Communications Provisions.
 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.
 53




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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 shareholderwhose 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 or authenticating of documents sent electronically
 125.1
    
    If, under these Articles, a notice, information or document needs to be signed or
authenticated by a shareholderor other person, wewill consider any noticeor document in
electronic formis sufficiently authenticated if wecan confirm the identity of the sender or
wehave no reason to doubt the identity of the sender, or in any other way approved by the
Directors. Wemay specify ways for validating a notice, information or a document, and wewill
regard any notice, information or document not validated in the way wespecify as not having
been received by us.
 126
    
    Statutory requirements for notices
 126.1
    
    Nothing in Articles 118 to 125 will affect any legal requirement for serving any offer,
notice, information or other document in any particular way.
 Winding up
 127
    
    Directors power to petition
 127.1
    
    The Directorshave power in ourname and on ourbehalf to present a petition to the court
for NGto be wound up.
 128
    
    Distributing assets in kind
 128.1
    
    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 our
assetsamong 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 resolutionpassed 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
128, no past or present shareholdercan be forced to accept any sharesor other property which
carries a liability.
 54




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Destroying documents
 129
    
    Destroying documents
 129.1
    
    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;
 (e)
    
    all dividend payment instructions and notifications of a change of address or
name, two years after the date these were registered; and
 (f)
    
    all cancelled share certificates, one year after the date they were cancelled.
 129.2
    
    If wedestroy a document in line with Article 129.1, 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.
 129.3
    
    This Article 129 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.
 129.4
    
    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.
 129.5
    
    Wecan destroy a document earlier than the dates mentioned in Article 129.1 if wemake a
permanent record (whether electronically, by microfilm, by digital imaging or by any other
means) of that document before wedestroy it.
 129.6
    
    This Article 129 does not make usliable:
 (a)
    
    if wedestroy a document earlier than referred to in Article 129.1; or
 (g)
    
    if wewould not be liable if this Article 129 did not exist.
 129.7
    
    This Article 129 applies whether wedestroy a document or dispose of it in some other way.
 Indemnity and insurance
 130
    
    Indemnity and insurance
 130.1
    
    Subject tothe law, wewill indemnify all our Directorsand officers out of ourown funds
against the following:
 (a)
    
    Any liability incurred by or attaching to them in connection with any
negligence, default, breach of duty or breach of trust by them in relation to NGother
than:
 (i)
    
    any liability to usor any associated company; and
 (ii)
    
    any liability of the kind referred to in 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
 55




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(iii)
    
    in any other activity connected to their duties, powers or
office.
 Where a Directoror officer is indemnified against any liability in line with this Article
130, the indemnitywill cover all costs, charges, losses, expenses and liabilitiesincurred
by them.
 130.2
    
    As well as the cover provided under Article 130.1 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
 (h)
    
    any person who is or was at any time a trustee of any pension fund or
employees share scheme in which employees of any relevant companyare interested.
 This includes insurance against any liability incurred by or attaching to them through any
act or omission:
 (i)
    
    in actually or seemingly carrying out their duties;
 (ii)
    
    in using or seemingly using their powers; and
 (iii)
    
    in any other activity connected to their duties, powers or offices;
 in relation to:
 (a)
    
    any relevant company;
 (i)
    
    any pension fund; or
 (j)
    
    any employees share scheme;
 and all costs, charges, losses, expenses and liabilitiesincurred by them in relation to any
act or omission.
 130.3
    
    Subject tothe law, wewill:
 (a)
    
    provide a Directoror officerwith funds to meet expenditure they have incurred
or may incur in defending any criminal or civil proceedings or in connection with any
application under the provisions mentioned in Section 205(5) of the Companies Act;
 (b)
    
    provide a Directoror officerwith funds to meet expenditure they have incurred
or may incur in defending an investigation by a regulatory authority or against action
proposed by a regulatory authority in connection with any alleged negligence, default,
breach of duty or breach of trust by him or her in relation to us; and
 (k)
    
    do anything to enable a Directoror officer to avoid incurring such
expenditure, but any funds weprovide or other things wedo will be in line with
Section 205(5) of the Companies Act.
 The ADR Depositary
 ADRs
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131
    
    ADR definitions
 131.1
    
    In Articles 131 to 140:
 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.
 132
    
    The ADR Depositary can appoint proxies
 132.1
    
    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 132.2, 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.
 132.2
    
    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 Numbersof all
Appointed Proxiesappointed by the ADR Depositarymust not be more than the number of
Depositary Shares(as calculated in Article 132.3).
 132.3
    
    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.
 133
    
    The ADR Depositary must keep a Proxy Register
 133.1
    
    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.
 133.2
    
    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.
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134
    
    Appointed Proxies can only attend General Meetings if properly appointed
 134.1
    
    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.
 135
    
    Rights of Appointed Proxies
 135.1
    
    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 54 to 58 by the ADR
Depositaryas its proxyin relation to those shares; and
 (l)
    
    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 54 to 58 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.
 136
    
    Sending information to an Appointed Proxy
 136.1
    
    Wecan send to an Appointed Proxy, at their address in the Proxy Register, all the same
documents wesend to shareholders.
 137
    
    Paying dividends to an Appointed Proxy
 137.1
    
    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.
 138
    
    The Proxy Register can be fixed at a certain date
 138.1
    
    To determine who is entitled as Appointed Proxiesto:
 (a)
    
    exercisethe rights conferred by Article 135;
 (m)
    
    receive documents sent in line with Article 136; and
 (n)
    
    be paid dividends in line with to Article 137,
 and the Appointed Numberof sharesfor which a person is to be treated as having been
appointed as an Appointed Proxy, the ADR Depositarycan determine that the Appointed Proxies
are the people entered in the Proxy Registerat the close of business on a date (a Record
Date) determined by the ADR Depositaryin consultation with us.
 138.2
    
    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;
 58




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##### 



(o)
    
    this can be shown by multiplying the number of ADRswhich each Appointed Proxy
holds by the number of shareswhich any one ADRcurrently represents; and
 (p)
    
    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.
 139
    
    The nature of an Appointed Proxys interest
 139.1
    
    Except as required by the Companies Act, wewill not recognise any Appointed Proxyas
holding any interest in sharesheld in any trust.
 139.2
    
    Except for recognising the rights set out in Article 135, 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.
 140
    
    Validity of the appointment of Appointed Proxies
 140.1
    
    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.
 140.2
    
    If a question of the type described in Article 140.1 arises in any circumstances other than
at or in relation to a General Meeting, the question will be decided by the Directors. Their
decision (which can include refusing to recognise a particular appointment or appointments as
valid) will also, if made in good faith, be final and binding.
 59




---



##### 



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




---



##### 



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




---



##### 



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




---



##### 



proxy shareholder meeting shareholder proxy form shareholder
 proxy form shareholder proxy meeting us meeting
 quorum
 rank ranking shareholders shares share share our shares shares shares shares shares our shares
 redeem redemption us issued
 relevant company
 
    
    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 our
subsidiaries.
 relevant securities company company subscribe
 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
 63




---



##### 



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
 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
 64




---



##### 



(c)
    
    can exercisedominant influence over the companybecause of anything in the companys
memorandum or articles, or because of a certain kind of contract.
 systems rules relevant system
 take-over offer company company company
 treasury shares company
 trustees law beneficial owners
 UK GAAP
 uncertificated proxy instruction relevant
system systems rules our Directors
 unincorporated associations law
 unsound mind
 website us
 wind up company assets shareholders Shares our shares
 
 65




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##### 



Table of contents
 Article
    
    PageIntroduction
    
    
    11
    
    Table A and other standard regulations do not apply
    
    
    12
    
    The meaning of the Articles
    
    
    1Share capital
    
    
    53
    
    The form of our share capital
    
    
    5Changing capital
    
    
    54
    
    The power to increase capital
    
    
    55
    
    Applying the Articles to new shares
    
    
    56
    
    The power to change capital
    
    
    57
    
    Fractions of shares
    
    
    58
    
    The power to reduce capital
    
    
    69
    
    Buying back shares
    
    
    6Shares
    
    
    710
    
    The special rights of new shares
    
    
    711
    
    The Directors power to deal with shares
    
    
    712
    
    Power to pay commission and brokerage
    
    
    713
    
    Renouncing allotted but unissued shares
    
    
    814
    
    No trusts or similar interests recognised
    
    
    8Uncertificated shares
    
    
    815
    
    Uncertificated shares
    
    
    8Share certificates
    
    
    916
    
    Certificates
    
    
    917
    
    Replacement share certificates
    
    
    10Changing share rights
    
    
    1018
    
    Changing the special rights of shares
    
    
    1019
    
    More about the special rights of shares
    
    
    11Transferring shares
    
    
    11
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20
    
    Transfer forms
    
    
    1121
    
    Transferring shares in certificated form
    
    
    1122
    
    Refusing to register certain transfers
    
    
    1223
    
    Closing the Register
    
    
    1224
    
    Overseas branch registers
    
    
    1225
    
    More provisions on uncertificated shares
    
    
    12People automatically entitled to shares by law
    
    
    1326
    
    If a shareholder dies
    
    
    1327
    
    Registering personal representatives
    
    
    1328
    
    A person who wants to be registered must give notice
    
    
    1329
    
    Transfers by a person who is automatically entitled to a share by law
    
    
    1330
    
    The rights of people automatically entitled to shares by law
    
    
    1431
    
    Shareholders who cannot be traced
    
    
    14General Meetings
    
    
    1532
    
    The Annual General Meeting
    
    
    1533
    
    Notice of General Meetings
    
    
    1534
    
    Class meetings
    
    
    1635
    
    Moving a General Meeting at short notice
    
    
    17Proceedings at General Meetings
    
    
    1736
    
    The chairman of a General Meeting
    
    
    1737
    
    Security and other arrangements at General Meetings
    
    
    1738
    
    Overflow meeting rooms
    
    
    1839
    
    The quorum needed for General Meetings
    
    
    1840
    
    The procedure if there is no quorum
    
    
    1841
    
    Adjourning General Meetings
    
    
    1942
    
    Amending resolutions
    
    
    1943
    
    Proxies and Directors speaking at General Meetings
    
    
    20Voting procedures
    
    
    2044
    
    All votes decided on a poll
    
    
    20
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##### 



45
    
    How a poll is taken
    
    
    2146
    
    Timing of a poll
    
    
    2147
    
    The chairmans casting vote
    
    
    2148
    
    The effect of a declaration by the chairman
    
    
    22Voting rights
    
    
    2249
    
    The votes of shareholders
    
    
    2250
    
    Shareholders who owe us money
    
    
    2251
    
    Votes of shareholders who are of unsound mind
    
    
    2252
    
    The votes of joint holders
    
    
    23Restrictions on shareholder voting
    
    
    2353
    
    Suspending shareholder rights on non-disclosure of interest
    
    
    23Proxies
    
    
    2554
    
    Completing proxy forms
    
    
    2555
    
    Delivering completed proxy forms
    
    
    2556
    
    Cancelling a proxys authority
    
    
    2657
    
    Representatives of companies
    
    
    2758
    
    Challenging votes
    
    
    27Directors
    
    
    2759
    
    The number of Directors
    
    
    2760
    
    Qualification to be a Director
    
    
    2761
    
    Directors fees
    
    
    2762
    
    Special pay
    
    
    2763
    
    Directors expenses
    
    
    2864
    
    Directors pensions and other benefits
    
    
    2865
    
    Appointing Directors to various posts
    
    
    29Changing Directors
    
    
    2966
    
    Retiring Directors
    
    
    2967
    
    Eligibility for re-election
    
    
    2968
    
    Re-electing a Director who is retiring
    
    
    29
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##### 



69
    
    Electing two or more Directors
    
    
    2970
    
    People who can be Directors
    
    
    3071
    
    Filling vacancies and appointing extra Directors
    
    
    3072
    
    Removing and appointing Directors by an ordinary resolution
    
    
    3073
    
    When Directors are disqualified
    
    
    3074
    
    Directors meetings
    
    
    3175
    
    Who can call Directors meetings?
    
    
    3176
    
    How Directors meetings are called
    
    
    3177
    
    Quorum
    
    
    3278
    
    The chairman of Directors meetings
    
    
    3279
    
    Voting at Directors meetings
    
    
    3280
    
    Directors meetings by video conference and phone
    
    
    3281
    
    Resolutions in writing
    
    
    3382
    
    The validity of Directors actions
    
    
    33Directors interests
    
    
    3483
    
    Authorising Directors interests
    
    
    3484
    
    Directors may have certain interests
    
    
    3485
    
    Restrictions on quorum and voting
    
    
    3686
    
    Confidential information
    
    
    3787
    
    Directors interests - general
    
    
    37Minutes
    
    
    3888
    
    Minutes
    
    
    38Directors committees
    
    
    3889
    
    Delegating powers to committees
    
    
    3890
    
    Committee procedure
    
    
    39Directors powers
    
    
    3991
    
    General powers of Directors
    
    
    3992
    
    The power to appoint attorneys and agents
    
    
    3993
    
    Local boards
    
    
    40
 iv




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##### 



94
    
    Using the title Director
    
    
    4095
    
    Signatures on cheques
    
    
    4096
    
    Borrowing powers
    
    
    4097
    
    Borrowing restrictions
    
    
    41Alternate directors
    
    
    4398
    
    Alternate directors
    
    
    43The Company Secretary
    
    
    4499
    
    The Company Secretary
    
    
    44The Seal
    
    
    44100
    
    The Seal
    
    
    44Authenticating documents
    
    
    45101
    
    Establishing that documents are genuine
    
    
    45Reserves
    
    
    45102
    
    Setting up reserves
    
    
    45Dividends
    
    
    46103
    
    Final dividends
    
    
    46104
    
    Fixed and interim dividends
    
    
    46105
    
    Dividends not in cash
    
    
    46106
    
    Deducting amounts owing from dividends and other money
    
    
    46107
    
    Payments to shareholders
    
    
    47108
    
    Record dates for payments and other matters
    
    
    47109
    
    Dividends which are not claimed
    
    
    48110
    
    Waiving dividends
    
    
    48Capitalising reserves
    
    
    48111
    
    Capitalising reserves
    
    
    48Scrip dividends
    
    
    49112
    
    Shareholders can be offered the right to receive scrip dividends (extra shares instead of cash dividends)
    
    
    49Accounts
    
    
    51
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##### 



113
    
    Accounting and other records
    
    
    51114
    
    The location and inspection of records
    
    
    51115
    
    Sending copies of accounts and other documents
    
    
    51Auditors
    
    
    51116
    
    Acts of Auditors
    
    
    51117
    
    Auditors at General Meetings
    
    
    52Communicating with shareholders
    
    
    52118
    
    Serving and delivering notices and other documents
    
    
    52119
    
    Notices to joint holders
    
    
    52120
    
    Notices for shareholders with foreign addresses
    
    
    52121
    
    When notices are served or considered to be served
    
    
    52122
    
    Serving notices and documents on shareholders who have died, are bankrupt or are of unsound mind
    
    
    53123
    
    If documents are accidentally not sent
    
    
    53124
    
    When entitlement to notices stops
    
    
    54125
    
    Signing or authenticating of documents sent electronically
    
    
    54126
    
    Statutory requirements for notices
    
    
    54Winding up
    
    
    54127
    
    Directors power to petition
    
    
    54128
    
    Distributing assets in kind
    
    
    54Destroying documents
    
    
    55129
    
    Destroying documents
    
    
    55Indemnity and insurance
    
    
    55130
    
    Indemnity and insurance
    
    
    55The ADR Depositary
    
    
    56131
    
    ADR definitions
    
    
    57132
    
    The ADR Depositary can appoint proxies
    
    
    57133
    
    The ADR Depositary must keep a Proxy Register
    
    
    57134
    
    Appointed Proxies can only attend General Meetings if properly appointed
    
    
    58
 vi




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##### 



135
    
    Rights of Appointed Proxies
    
    
    58136
    
    Sending information to an Appointed Proxy
    
    
    58137
    
    Paying dividends to an Appointed Proxy
    
    
    58138
    
    The Proxy Register can be fixed at a certain date
    
    
    58139
    
    The nature of an Appointed Proxys interest
    
    
    59140
    
    Validity of the appointment of Appointed Proxies
    
    
    59About the glossary
    
    
    60
 vii