Exhibit 4.13


 


DIAGEO


 




	
   

  	
  THE COMPANIES ACTS 1985 TO 1989

  

  COMPANY LIMITED BY SHARES

   

   

  Diageo plc

   

   

  (REGISTERED 21ST OCTOBER 1886)

  Company No. 23307

   

  	
   

  






 


Memorandum
and Articles of Association


(Incorporating amendments up to and including
these made at the

Annual General meeting held on 18th October 2005)


 

















 


Company
No. 23307


 


THE COMPANIES ACTS
1985 TO 1989


 


COMPANY LIMITED BY
SHARES


 


Memorandum of
Association



OF



Diageo plc


 


(As amended
by Special Resolutions passed on
16th May, 1996 and 28th January, 1998)


 


1.                    The name of the Company is “Diageo plc”.*


 


2.                    The Company is to be a public company.**


 


3.                    The Registered Office of the Company will be
situated in England and Wales.


 


4.                    The objects of the Company are:


a)                (i)             To carry on business as a general commercial company and to carry on any trade or business whatsoever; and


 


(ii)             Without prejudice to the generality of the
foregoing:


 


(1)             To act or carry on business as a holding company and to control and co-ordinate the administration and operation of any companies for the time being directly or indirectly controlled by
the Company; and


 


(2)             To act or carry on
business as producers, distributors and marketers of branded drinks and
branded food products, as operators of
fast food restaurant chains and as brewers, distillers and manufacturers of wine, spirits and mineral or other types of water; and


 


(3)             To carry on any
other business, undertaking, transaction or operation
commonly carried on or undertaken by producers, distributors and marketers
(both wholesale and retail) in all or any articles of commercial and personal use and consumption, importers, exporters, shipowners, bankers, factors, capitalists, promoters,
financiers, real property dealers
and investors, concessionaires,
brokers, contractors, mercantile and general agents, advertising agents,
publishers in any medium, hoteliers,
carriers and transporters of all kinds
and to carry on all or any of the said businesses (including those in sub-paragraphs (1) and
(2) of this paragraph) either
together


 






*            The name of the Company was changed to Diageo plc with effect
from 17th December, 1997.


**     The name of the Company was changed to Arthur Guinness and Sons PLC and
the Company re-registered as a Public
Company with effect from 1st March, 1982.


 

















 


as one business or as separate distinct businesses in any part of the world.


 


b)               To
purchase, take on lease or in exchange, hire or otherwise acquire and hold, for
any estate or interest, and manage any lands, buildings, servitudes, easements, rights, privileges, concessions,
machinery, plant, stock-in-trade, railways, docks, wharves, warehouses, piers,
barges, vessels, aircraft and any heritable or moveable real or personal
property of any kind.


 


c)                To
purchase or otherwise acquire, dispose of, protect, extend and renew any
patents, registered designs, trademarks and service marks (whether registered
or not), copyright, design right or any similar property rights, including
those subsisting in inventions, designs,
drawings, performances, computer programmes, semi-conductor topographies,
confidential information, business names, goodwill and the style of
presentation of goods or services including brands and the right to use brand
names and applications for protection thereof, which may seem to the
Company capable of being used for any of the purposes of the Company, or the
acquisition of which may seem calculated directly or indirectly to benefit
the Company, and to use, exercise, develop, receive or grant licences in
respect of or otherwise turn to account any of the same for any purpose
whatsoever, whether manufacturing or otherwise, which the Company may think
calculated directly or indirectly to achieve these objects.


 


d)               To form,
promote, subsidise and assist companies, syndicates or other bodies of all
kinds and to issue on commission or otherwise underwrite, subscribe for and
take or guarantee the payment of any dividend or interest on any shares,
stocks, debentures or other capital or securities or obligations of any such
companies, syndicates or other bodies, and to pay or provide for brokerage
commission and underwriting in respect of any such issue.


 


e)                To
enter into partnerships or into any arrangements for sharing profits, union of
interests, co-operation or otherwise with any person or company for the purpose of carrying on business within
any of the objects of the Company.


 


f)                  To
carry on any other business, which
may seem to the Company capable of being conveniently carried on in
connection with the above or calculated directly or indirectly to enhance the
value of or render profitable any of the Company’s property or rights.


 


g)               To
purchase or otherwise acquire and undertake
all or any part of the business, property, liabilities and transactions of
any person, body or company carrying on any business which this Company is
authorised to carry on, or possessed of property, assets or rights suitable for
any of the objects of the Company.


 


h)               To
develop, work, improve, manage, lease, mortgage, charge, pledge, turn to
account or otherwise deal with all or any part of the property, assets or
rights of the Company; to surrender or accept surrender of any lease or tenancy
or rights; and to sell or deal with the property,
assets, business, rights or undertaking of the Company, or any part thereof,
and for such consideration and on such terms as the Company may think fit,
and including for cash or shares, debentures or securities of any other company.


 


i)                   To
build, construct, erect, maintain, alter, replace or remove any buildings,
works, offices, erections, plant, machinery, tools, equipment or otherwise as may seem desirable for any of the
businesses or in the interests of the Company; and to manufacture, buy, sell,
lease or otherwise acquire and generally deal in any plant, tools, machinery,
goods or things of any


 


ii

















 


description which may be
conveniently dealt with in connector with any of the Company’s objects.


 


j)                   To manage and conduct the
affairs of any companies, firms, bodies and persons carrying on business of any
kind whatsoever, and in any part of the world.


 


k)                To enter into, carry on and participate in
financial transactions and dealings and operations of all kinds; and to take
any steps which may be considered expedient for carrying into effect such transactions, dealings and operations
including, without prejudice to the generality of the foregoing, borrowing
and lending money and entering into contracts and arrangements of all kinds.


 


l)                   To borrow or raise money in such manner as
the Company shall think fit and in particular by the issue (whether at par or
at a premium or discount and for such consideration as the Company may think
fit) of bonds, debentures or debenture stock (payable to
bearer or otherwise), mortgages
or charges, shares or other securities, perpetual or otherwise, and, if the
Company thinks fit, charged on all or any of the Company’s property (both
present and future) and undertaking, including its uncalled capital, and
further, if so thought fit, convertible into any stock or shares or securities
of the Company or any other company, and collaterally or further to secure any
obligations of the Company by a trust deed or other assurance or pledge.


 


m)             To guarantee or otherwise support or secure,
either with or without the Company receiving any consideration or advantage and
whether by personal covenant or by mortgaging or charging all or part of
the undertaking, property, assets and rights, present and future, and uncalled capital of the Company or by both such methods or by any
other means whatsoever, the liabilities and obligations of and the payment of
any moneys whatsoever (including but not limited to capital, principal,
premiums, interest, dividends, costs and expenses on any stocks, shares or
securities) by any person, firm or company whatsoever, including but not
limited to any company which is for the time being the holding company or a subsidiary (both as
defined by section 736 of the Companies Act 1985) or a subsidiary
undertaking (as defined by section 258 of the Companies Act 1985) of the
Company or of the Company's holding company or is controlled by the same person
or persons as control the Company or is otherwise associated with the Company
in its business.


 


n)               To enter into, carry on and participate in financial transactions and operations of all kinds
including (without limitation) interest rate swaps, options (including traded
options), swap option contracts, forward exchange contracts, futures contracts,
forward rate agreements, contracts for differences, caps, collars, floors or other
financial instruments including hedging agreements of any kind all or any of
which may be on a fixed and/or floating rate basis and/or in respect of
Sterling and/or any other currencies or basket of currencies (including but not
limited to European Currency Units (as the same may from time to time be
designated or constituted)) or commodities of any kind and in the case of such
swaps, options, swap option contracts, forward exchange contracts, futures
contracts or other financial instruments including hedging agreements of any
kind that may be undertaken by the Company on a speculative basis or in
connection with the management of financial risks relating to the Company or any
other company, firm or person on such terms as may be thought fit and with
or without security, and to undertake, carry on and execute all kinds of
financial, commercial trading and other operations:


 


o)               To grant indemnities of every description and
to undertake obligations of every description.


 


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p)               To
make, draw, accept, exchange, endorse, negotiate, execute and issue promissory
notes, bills of exchange or other negotiable instruments or payment orders and to
receive money on deposit or loan.


 


q)               To
pay commission to and remunerate
any person or company for services rendered in underwriting or placing, or
assisting to underwrite or place, any of the shares in the Company’s capital or
any debentures or other securities of the Company, or in or about the formation
or promotion of the Company or the
conduct of its business.


 


r)                  To
carry on any other business which
may seem to the Company capable of being conveniently carried on in
connection with the above or calculated directly or indirectly to enhance the
value of or render profitable any of the Company’s property or rights.


 


s)                To
pay for any property or rights
acquired by the Company in such manner as the Company may think fit,
including payment either in cash or in fully or partly paid-up shares with or
without preferred or deferred rights in respect of dividend or repayment of
capital or otherwise, or by any securities which the Company has power to
issue, or partly in one mode and partly in another, and generally on such terms
as the Company may determine.


 


t)                  To
accept payment of any property or rights sold or otherwise disposed of or dealt
with by the Company in such manner as the Company may think fit, including
payment either in cash, by instalments or otherwise, or in fully or partly
paid-up shares of any company or corporation, with or without deferred or preferred rights in respect of
dividend or repayment of capital otherwise or in debentures or mortgage
debentures or debenture stock, mortgages or other securities of any company or
corporation, or partly in one mode and partly in another, and generally on such
terms as the Company may determine.


 


u)               To
make loans or donations, either of cash or of other assets whatsoever, to or
enter into any arrangements whatsoever for the benefit of such persons and in
such cases as the Company may think directly or indirectly conducive to
any of its objects or otherwise expedient.


 


v)               To distribute among the members in specie any property of the Company or any proceeds of sale,
disposal or realisation of any property of the Company but so that no distribution amounting to a
reduction of capital be made except with the sanction (if any) for the time being required by law.


 


w)             To
subscribe for, purchase or otherwise acquire, take hold, or sell any shares or
stock, bonds, debentures or debenture stock, or other securities or obligations
of any person, firm, government or other authority or issuer (including any
subsidiary of the Company) and to invest, deal with or lend any of the moneys
of the Company in such manner, with or without security and on such terms as
the Company may think fit, and to buy and sell foreign exchange.


 


x)                 To
amalgamate with any other company
either the objects of which are or include objects similar to those of the Company or which is possessed of property,
assets or rights suitable for any of the purposes of the Company, and on any
terms whatsoever.


 


y)               To
procure the Company or any branch
or representative of the Company to be registered or recognised in any country
or place abroad or with any applicable regulatory authority in any part of the world.


 


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z)                 To
obtain any provisional or other
order or Act of Parliament of the United Kingdom or of the legislature of any
other state or jurisdiction for enabling the Company to carry any of its
objects into effect, or for effecting any modifications to the Company’s
constitution, or for any other purpose which may seem expedient, and to
oppose or make representations in connection with any proceeding, proposal or
application which may seem calculated, directly or indirectly, to
prejudice the Company’s interest.


 


aa)          To appoint any person or persons, firm or firms, company or companies to
be the attorney or agents of the Company and to act as agents, managers, secretaries,
contractors, or in similar capacity.


 


ab)         To insure the life of any person who may, in the opinion of the Company,
be of value to the Company as having or holding for the Company interests, goodwill
or influence or other assets and to pay the premiums on such insurance.


 


ac)   To establish and maintain or procure the establishment and
maintenance of contributory or non-contributory pension or superannuation funds
for the benefit of the persons referred to below, to grant emoluments, pensions,
allowances, donations, gratuities, loans and bonuses to such persons and to make
payments for or towards insurance on the life or lives of such persons; to
establish, subsidise, subscribe to or otherwise support any institution, association,
society, club, trust, other establishment, or fund, the support of which may,
in the opinion of the Company, be calculated directly or indirectly to benefit
the Company or any such person, or may be connected with any place where
the Company carries on business; to institute and maintain any institution,
association, society, club, trust or other establishment or profit-sharing
scheme, share incentive scheme or employees’ share scheme calculated to advance
the interests of the Company or to benefit such persons; to institute and
maintain or assist in the institution or maintenance of any scheme calculated
to promote the purchase or holding of shares of or securities in the Company by
the public, any section thereof or such persons; and, subject to the
provisions of the Companies Acts 1985 and 1989, to lend money or make payments
to, or guarantee or give an indemnity in respect of, or give any financial or
other assistance to, any such person, or trustees on their behalf or any other
person, for the purposes of, or to facilitate the institution or maintenance of,
any such scheme; to join, participate in and subsidise or assist any
association of employers or employees or any trade association; and to
subscribe or guarantee money for charitable or benevolent objects or for any
public, general or useful object or for any exhibition; the said persons are any
persons who are or were at any time in the employment or service of the Company
or any of its businesses or of any company which was or is for the time being
the holding company or a subsidiary (both as defined by section 736
Companies Act 1985) or a subsidiary undertaking (as defined by section 258
Companies Act 1985) of the Company or of the Company’s holding company or are
or were otherwise associated with the Company or any of its businesses or who
are or were at any time directors or officers of the Company or of such other
company as aforesaid, or holding or who hold or has held any salaried
employment or office in the Company or such other company, and the families (including
former spouses) of them or any person who is or was dependant on them.


 


ad)         To purchase and maintain insurance for the benefit of any persons who
are or were at any time directors, officers or employees of the Company or any
other company which is a subsidiary or subsidiary undertaking of the Company or
in which the Company has any interest, whether direct or indirect, or who are
or were at any time trustees of any pension fund in which any employee of the
Company or of any other such company or subsidiary undertaking are or have been
interested indemnifying such persons against


 


v

















 


liability for negligence, default, breach of duty or breach of trust or any
other liabilities which may be lawfully insured against.


 


ae)          To take, make, execute, enter into, commence, carry on, prosecute or defend all steps, claims,
demands, contracts, agreements, negotiations, legal and other proceedings,
compromises, arrangements and schemes, and to do all other acts, matters and
things which shall at any time
appear conducive or expedient for
the advantage or protection of the Company.


 


af)            To do all or any of the above things in any part of
the world and either as principals, agents, attorneys, contractors, trustees, or otherwise and
either alone or in conjunction
with others.


 


ag)         To carry on business as a general commercial company.


 


ah)         To do all such acts or things as are incidental or conducive to the
attainment of the above objects or
any of them.


 


It
is hereby declared that:


 


a)                   the word “company” in this clause 4, except
where used in reference to the Company, shall be deemed to include any
partnership or other body of person, whether incorporated or not incorporated, and whether domiciled in
the United Kingdom or elsewhere, and whether now existing or
hereafter to be formed; and


 


b)                  the
objects set forth in each sub-clause of this clause 4 shall not be
restrictively construed but the widest interpretation shall be given
thereto and they shall not, except
where the context expressly so requires, be in any way limited or restricted by
application of the ejusdem generis
rule or by reference to or inference from any other object or objects set forth
in such sub-clause or form the terms of any other sub-clause or by the
name of the Company; none of such sub-clauses or the object or objects therein
specified or the powers thereby
conferred shall be deemed
subsidiary or ancillary to the objects or powers mentioned in any other sub-clause, but the Company shall have
full power to excercise all or any of the objects conferred by and provided in
each of the said sub clauses as if each sub-clause contained the objects of a
separate company.


 


5.                    The liability of the Members
is limited.


 


6.                    The Capital of the Company is £4,500,000,
divided into 450,000 shares of £10
each, with power to increase. The shares forming the capital (original or
increased) of the Company may be divided into such classes, with such
preferences and other special incidents, and be held on such terms as may be
provided by the Articles and Regulations
of the Company for the time being, or
otherwise.


 


Notes:


 


(1)                                  By Special Resolution passed on 15th
August, 1908, and confirmed on 31th August, 1908, the Authorised
Capital was increased to £7,000,000 by the creation of 2,500,000 additional Ordinary Shares of £1 and each of the
existing Shares of £10 each was subdivided
into 10 Ordinary Shares of £1.


 


(2)                                  By Special Resolution passed on 12th
May, 1923, and confirmed on 28th May, 1923, the Authorised Capital
was further increased to £9,500,000 by the creation of 2,500,000 additional
Ordinary Shares of £1.


 


(3)                                  By Ordinary Resolution passed on 5th
May, 1952, the Authorised Capital was further increased to £14,500,000 by the
creation of 5,000,000 new Ordinary Shares of £1.


 


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(4)                                  By Special Resolution passed on 12th
January, 1961, the Authorised Capital was further increased to £19,500,000 by
the creation of 5,000,000 new Ordinary Shares of £1.


 


(5)                                  By Special Resolution passed on 16th
January, 1964, the Authorised Capital was further increased to £26,500,000 by
the creation of 3,500,000 6 per cent. Cumulative Preference Shares of £1 each
and 7,000,000 new Ordinary Shares of 10s each.


 


(6)                                  By further Special Resolution passed on 16th January, 1964, it was resolved that as from 27th January, 1964, the
Ordinary Stock of the Company should be transferable in units of five shillings
or multiples thereof.


 


(7)                                  By Special Resolutions passed an 9th February, 1971, the Authorised Capital
was reduced to £21,000,000. Following a Court Order of 22nd March, 1971, the £5,500,000 6 per cent
Cumulative Preference Stock was extinguished, and the Capital forthwith increased
to £26,500,000 and divided into £21,000,000 Ordinary
Stock and 22,000,000 Ordinary shares of 25p each.


 


(8)                                  By Ordinary Resolutions passed on 10th
February, 1977, the Capital was reorganised and at 28th February,
1977, consisted of £21,552,871.75 Ordinary Stock and 19,788,513 Ordinary Shares of 25p each.


 


(9)           Between 28th
March, 1979 and 6th August, 1979, the
issued capital of the Company was increased by 1,763,560 Ordinary Shares of 25p
each, the Capital then being £21,993,761.75 (87,975,047 stock units of 25p each)
issued, and £4,506,238.25 (18,024,953 shares of 25p each) un-issued.


 


(10)                            By Ordinary Resolutions passed on 7th
February, 1980, the Authorised Capital was increased to £53,000,000 by the
creation of 106,000,000 Ordinary Shares of 25p each and, pursuant to a
resolution capitalising reserves, the issued capital was increased by 87, 975,047
Ordinary stock units of 25p each.


 


(11)                            By Ordinary Resolution passed on 28th
February, 1985, the Authorised Capital was increase to £65,000,000 by the
creation of 48,000,000 Ordinary Shares of
25p each.


 


(12)                            By Ordinary Resolution passed on 17th
July, 1985, the Authorised Capital was increased to £112,000,000 by the creation of 188,000,000 Ordinary Shares
of 25p each.


 


(13)                            By Ordinary Resolution passed on 26th March, 1986, the
Authorised Capital was increased
to £314,000,000 by the creation of
808,000,000 Ordinary Shares of 25p each, and by Special Resolution passed on 26th
March, 1986, the Authorised Capital was further increased to £644,000,000 by
the creation of 330,000,000 53/4 per cent. Convertible
Cumulative Redeemable Preference Shares of £1 each.


 


(14)                            Under the authority conferred by the Special Resolution passed on the 26th March,
1986, the Board of the Company
resolved to effect conversion of 38,698,876 of the 53/4 per
cent. Convertible Cumulative Redeemable Preference Shares of £1 each in the Company
on the 1st June, 1990, in accordance with paragraph 3.5 (ii) of the Schedule of
the Articles of Association of the Company. As a result of this, the Authorised
Capital on the 1st June, 1990, was £644,000,000 divided into 1,266,835,684 Ordinary Shares of 25p each, 291,301,124 53/4 per
cent. Convertible Cumulative Redeemable
Preference Shares of £1 each, and 143,959,820 Unclassified Shares of 25p each.


 


(15)                            Under the authority conferred by the Special
Resolution passed on 16th May, 1991, the 143,959,820 Unclassified
Shares of 25p each in the capital of the Company were redesignated as 143,959,820
Ordinary Shares of 25p each. As a result of this, the Authorised Capital on 16th May, 1991, was £644,000,000
divided into 1,410,795,504 Ordinary Shares of


 


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25p
each and 291,301,124 53/4 per cent Convertible Cumulative
Redeemable Preference Shares of £1 each.


 


(16)                            By Ordinary Resolutions passed on 17th
October, 1991, the Authorised Capital was increased to £955,000,000 by the
creation of 1,244,000,000 Ordinary Shares of 25p each. As a result of this, the
Authorised Capital on 17th October, 1991, was £955,000,000 divided
into 2,654,795,504 Ordinary Shares of 25p each, 291,301,124 53/4
per cent. Convertible Cumulative redeemable Preference Shares of £1 each.


 


(17)         By a Special
Resolution passed on 16th May, 1996, the 291,301,124 53/4
per cent. Convertible Cumulative Redeemable Preference Shares of £1 each were
redesignated by Ordinary Shares of 25p each. As a result of this, the
authorised capital on 16th May, 1996, was £955,000,000 divided into
3,820,000,000 Ordinary Shares of 25p each.


 


(18)                            By an
Ordinary Resolution passed on 26th November, 1997, the Authorised
Capital was increased to £1,455,000,000 by the
creation of 2,000,000,000 Ordinary Shares of 25p each.


 


(19)                            By a Special Resolution passed on 28th
January 1998 the Authorised Capital was increased to £4,355,367,647 by the
creation of 563,500,000 B Shares of 514 12/17p each and
the Ordinary Share capital of the Company was subdivided and consolidated into Ordinary
Shares of 28 101/108p each.
Following the cancellation of certain fractions of such Ordinary Shares, the
Company’s Authorised Capital on 2nd February, 1998, was £4,355,367,647,
made up of 5,028,480,000 Ordinary Shares of 28 101/108p each and B Shares of 514 12/17p
each.


 


(20)                            By a Special
Resolution passed on 22nd December, 1997, and a resolution of a duly
appointed committee of the Board of the Company, on 1st August,
1998, 17,599,679 B Shares of 514 12/17p each
were consolidated and subdivided into 12,494,701 Ordinary Shares of 28 101/108p each, 8,697,121,817 Deferred Shares of 1p
each and 1 Deferred Shares of 4.63p. Under the terms of the Deferred Shares, on
7th August, 1998, 8,697,121,817 Deferred Shares of 1p each and
1 Deferred Share of 4.63p were redeemed by the Company for a total aggregate
consideration of 1 p. By a Special Resolution passed on 22nd
December, 1997 and a resolution of a duly appointed committee of the Board of
the Company, on 7th August, 1998, 8,697,121,817 Deferred Shares of
1p each and 1 Deferred Share of 4.63p were consolidated and subdivided into
300,572,530 Ordinary Shares of 28 101/108p, each 4 Deferred Share of 1 p each and 1
Deferred Share of 0.499p.


 


(21)                            By an Ordinary Resolution passed on 11th
August, 1998, the Authorised Capital was reduced to £1,541,971,209 by the
cancellation of 30 Ordinary Shares of 28 101/108p each, 4
Deferred Shares of 1p each, 1 Deferred Share of 0.499p, and all the B Shares of
514 12/17p
each. As a result of this, the Authorised Capital on 11th August, 1998,
was £1,541,971,209 divided into 5,329,052,500 Ordinary Shares of 28 101/108p each.


 


viii

















 


WE, the several persons
whose names and addresses are subscribed, are desirous of being formed into a
Company in pursuance of this Memorandum of Association, and we respectively
agree to take the number of shares in the capital of the Company set opposite
to our respective names.


 


	
   

  	
   

  	
  Number
  of Shares

  
	
   

  	
   

  	
  taken by
  each

  
	
  NAMES, ADDRESSES AND
  DESCRIPTIONS OF SUBSCRIBERS

  	
   

  	
  Subscriber

  
	
   

  	
   

  	
   

  
	
  REVELSTOKE

  	
   

  	
  One

  
	
  8,
  Bishopsgate Street Within,

  	
   

  	
   

  
	
  Kingsway,

  	
   

  	
   

  
	
  London,
  E.C.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  H. HOSKIER,

  	
   

  	
  One

  
	
  Coney
  Hill,

  	
   

  	
   

  
	
  Hayes,

  	
   

  	
   

  
	
  Kent.

  	
   

  	
   

  
	
  Esquire

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CASTLEROSSE,

  	
   

  	
  One

  
	
  Killarney House,

  	
   

  	
   

  
	
  Ireland.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  HENRY R. GLYN,

  	
   

  	
  One

  
	
  67, Lombard
  Street,

  	
   

  	
   

  
	
  London, E.C.

  	
   

  	
   

  
	
  Banker

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CLAUDE GUINNESS,

  	
   

  	
  One

  
	
  18, Kildare
  Street,

  	
   

  	
   

  
	
  Dublin.

  	
   

  	
   

  
	
  Brewer

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Wm. J. WALPOLE,

  	
   

  	
  One

  
	
  8 Bishopsgate
  Street Within,

  	
   

  	
   

  
	
  London, E.C.

  	
   

  	
   

  
	
  Clerk

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EDWARD C. GUINNESS

  	
   

  	
  One

  
	
  St. James’ Gate,

  	
   

  	
   

  
	
  Dublin.

  	
   

  	
   

  
	
  Baronet

  	
   

  	
   

  



 


	
   

  	
   

  	
   

  
	
  Dated the 21st day of
  October, 1886.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CHARLES STEWART,

  	
   

  	
   

  
	
  57, Coleman
  Street,

  	
   

  	
   

  
	
  London, E.C.,

  	
   

  	
   

  



 


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Company Number: 23307


 


THE COMPANIES ACTS
1985 TO 1989


 


COMPANY LIMITED BY
SHARES


 


ORDINARY AND
SPECIAL RESOLUTIONS


 


of


 


Diageo
plc


 


Passed on 18 October 2005


 


At the ANNUAL GENERAL
MEETING of the above-named Company duly convened and held at The Queen
Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London, SW1P 3EE
on Tuesday, 18 October 2005, the following Resolutions were duly passed:


 


ORDINARY RESOLUTION


 


On the proposal of the
Chairman, IT WAS RESOLVED as an ORDINARY RESOLUTION THAT in substitution for
all other such authorities but without prejudice to any issue of relevant
securities made (or offered or agreed to be made) pursuant to such authorities,
the authority conferred on the directors by paragraph 4.2 of article 4 of
the Company’s articles of association be renewed for a period expiring at the
conclusion of the next Annual General Meeting of the company or on 17 January 2007,
whichever is the sooner, and for such period the maximum amount of relevant
securities which the directors may so allot (the ‘section 80 prescribed
amount’ referred to in Article 4.2) shall be £291,272,000.


 


SPECIAL RESOLUTION


 


On the proposal of the
Chairman, IT WAS RESOLVED as a SPECIAL RESOLUTION THAT for the purposes of
paragraph 4.3 of article 4 of the company’s articles of association the
directors be hereby authorised, pursuant to section 95 of the Companies
Act 1985 (as amended) to allot equity securities (within the meaning of section 94
of that Act) for cash pursuant to the authority conferred by the previous
resolution and/or where such allotment constitutes an allotment of equity
securities by virtue of section 94(3A) of that Act, as if section 89(1) of
that Act did not apply to any such allotment, for a period expiring at the
conclusion of the next Annual General Meeting of the company or on 17 January 2007,
whichever is the sooner, and for such period the maximum amount of equity
securities which the directors may so allot in accordance with paragraph
4.4(c) of article 4 (the ‘section 95 prescribed amount’ referred
to in paragraph 4.4(c) of article 4) shall be £44,132,121.


 


SPECIAL RESOLUTION


 


On the proposal of the
Chairman, IT WAS RESOLVED as a SPECIAL RESOLUTION THAT the company be hereby
generally and unconditionally authorised to make market purchases (within the
meaning of Section 163 of the Companies Act 1985 (as amended)) of its
ordinary shares of 28 101/108 pence each subject to the following restrictions
and provisions:


 

















 


(a)               the maximum number of ordinary shares
hereby authorised to be purchased is 305,041,222;


 


(b)              the minimum price which may be paid for
an ordinary share is 28 101/108 pence and the maximum price which may be
paid is an amount equal to 105 per cent of the average of the
middle market quotations for an ordinary share as derived from the London Stock
Exchange Daily Official List for the five business days immediately preceding
the day on which the ordinary share is contracted to be purchased; and


 


(c)               unless previously revoked or varied, this
authority shall expire at the conclusion of the next Annual General Meeting, or
on 17 January 2007, whichever is the sooner, but the company may enter
into a contract to purchase ordinary shares under this authority before the
expiry of such authority which will or may be executed wholly or partly
after the expiry of such authority, and may make a purchase of ordinary
shares pursuant to any such contract.


 


SPECIAL RESOLUTION


 


On
the proposal of the Chairman, IT WAS RESOLVED as a SPECIAL RESOLUTION THAT the
proposed new articles of association produced to the meeting and initialled by
the Chairman for the purpose of identification be hereby adopted as the
articles of association of the company in substitution for and to the exclusion
of the company’s existing articles of association.


 


	
   

  	
   

  
	
  Susanne
  Bunn

  
	
  Company
  Secretary

  
	
  21
  October 2005

  



 

















 


 


 


ARTICLES OF ASSOCIATION


 


of


 


DIAGEO PLC 


 


(adopted by special resolution on 18 October 2005)


 


Interpretation


 


1.                                      Exclusion of Table A


 


No
regulations set out in any statute,
or in any statutory instrument or other subordinate legislation made under any
statute, concerning companies shall apply as the regulations or articles of the
company.


 


2.                                      Definitions


 


In
these articles unless the context otherwise requires:-


 


“address”, in relation to electronic communications, includes any number or
address used for the purposes of such communications;


 


“approved depositary” means any custodian or other person (or a nominee for such custodian or
other person) who holds or is interested in shares of the company (or rights or
interests in shares of the company) and issues securities, documents of title
or documents otherwise evidencing the entitlement of the holder thereof to or
to receive such shares, rights or interests, provided and to the extent that
such arrangements have been contractually agreed with the company or otherwise
approved by the board, in each case for the purpose of these articles, and
including (without limitation):


 


(i)                  the trustees (acting in their capacity as
such) of any employees’ share scheme established by the company or any other
scheme or arrangement principally for the benefit of employees of the company
and/or any of its subsidiary undertakings, which has been approved by the
company in general meeting;


 


(ii)               the managers (acting in their capacity as
such) of any investment or savings
plan which the board has approved; and


 


(iii)            members holding shares of the company within
CREST on behalf of the beneficial owners of such shares;


 


“these articles” means these articles of association as altered from time to time and
the expression “this article” shall be
construed accordingly;


 

















 


“the auditors” means the auditors from time to time of the company or. in the case of
joint auditors, any one of them;


 


“the board” means the board of directors from time to time of the company or the
directors present at a meeting of the directors at which a quorum is present;


 


“certificated share” means a share which is not an uncertificated share and references in
these articles to a share being held in certificated form shall be
construed accordingly;


 


“clear days” in relation to the period of a notice means that period excluding the
day when the notice is served or deemed to be served and the day for which it
is given or on which it is to take effect;


 


“the Companies Acts” means every statute (including any orders, regulations or other
subordinate legislation made under it) from time to time in force concerning
companies in so far as it applies to the company;


 


“electronic signature” means anything in electronic form which the board requires to be incorporated
into or otherwise associated with an electronic communication for the purpose
of establishing the authenticity or integrity of the communication;


 


“the holder” in relation to any shares means the member whose name is entered in the
register as the holder of those shares;


 


“the Listing Rules” means the rules which are made from time to time by the relevant
competent authority for the purposes of the regulation of the official listing
of the company’s securities;


 


“member”
means a member of the company;


 


“the office” means the registered office from time to time of the company;


 


“paid up”
means paid up or credited as paid up;


 


“participating class” means a class of shares title to which is permitted by an operator
to be transferred by means of a relevant system;


 


“person entitled by transmission” means a person whose entitlement to a share
in consequence of the death or bankruptcy of a member or of any
other event giving rise to its transmission by operation of law has been noted
in the register;


 


“the register” means the register of members of the company;


 


“seal”
means any common or official seal that the company may be permitted to have
under the Companies Acts;


 


2

















 


“the secretary” means the secretary, or (if there are joint secretaries) any one of the
joint secretaries, of the company and includes an assistant or deputy secretary
and any person appointed by the board to perform any of the duties of the
secretary;


 


“uncertificated share” means a share of a class which is at the relevant time a participating
class title to which is recorded on the register as being held in
uncertificated form and references in these articles to a share being held
in uncertificated form shall be construed accordingly;


 


“the Uncertificated Securities Regulations” means the Uncertificated Securities
Regulations 2001 as amended from time to time and any provisions of or under
the Companies Acts which supplement or replace such Regulations;


 


“United Kingdom” means Great Britain and Northern Ireland;


 


references to a document being “executed”
include references to its being executed under hand or under seal or by any
other method except by means of an electronic signature;


 


references to a document being “signed”
or to “signature” include references
to its being executed under hand or under seal or by any other method and, in
the case of an electronic communication, such references are to its bearing an
electronic signature;


 


references to “writing”
include references to any method of representing or reproducing words in a
legible and non-transitory form including by way of electronic
communications where specifically provided in a particular article or
where permitted by the board in its absolute discretion;


 


words or expressions to which a particular meaning is given by the
Companies Acts in force when these articles or any part of these articles
are adopted bear (if not inconsistent with the subject matter or context) the
same meaning in these articles or that part (as the case may be) save
that:


 


(i)                                     the word “company”
shall include any body corporate; and


 


(ii)                                  the expression “electronic
communication” shall have the meaning given by the Company Acts
as amended from time to time; and


 


references to a “meeting”
shall not be taken as requiring more than one person to be present if any
quorum requirement can be satisfied by one person.


 


Headings are included only for convenience and shall not affect meaning.


 


3.                                      Form of Resolution


 


(A)                              Where for any purpose an ordinary resolution
of the company is required, a special or extraordinary resolution shall also be
effective and where for any


 


3

















 


purpose an extraordinary resolution is required a special resolution
shall also be effective.


 


(B)                                Subject to the Companies Acts, a resolution in
writing signed by or on behalf of each member who would have been entitled to
vote upon it if it had been proposed at a general meeting at which he was
present shall be as effectual as if it had been passed at a general meeting
properly convened and held and may consist of several instruments in the
like form each signed by or on behalf of one or more of the members. In
this paragraph of this article references to in writing include the use of
electronic communications subject to such terms and conditions as the board may decide.


 


Share Capital


 


4.                                      Authorised Share Capital


 


The
authorised share capital of the company at the date of adoption of this article is
£1,541,971,209.00 divided into 5,329,052,500 ordinary shares of 28 101/108
pence each.


 


5.                                      Rights Attached to Shares


 


Subject
to the provisions of the Companies Acts and to any rights attached to existing
shares, any share may be issued with or have attached to it such rights
and restrictions as the company may by ordinary resolution decide or, if
no such resolution has been passed or so far as the resolution does not make
specific provision, as the board may decide.


 


6.                                      Redeemable Shares


 


Subject
to the provisions of the Companies Acts and to any rights attached to existing
shares, any share may be issued which is to be redeemed, or is liable to
be redeemed at the option of the company or the holder.


 


7.                                      Purchase of Own Shares


 


Subject
to the provisions of the Companies Acts and to any rights attached to existing
shares, the company may purchase or may enter into a contract under
which it will or may purchase all or any of its shares of any class,
including any redeemable shares. Neither the company nor the board shall be
required to select the shares to be purchased rateably or in any other
particular manner as between the holders of shares of the same class or as
between them and the holders of shares of any other class or in accordance
with the rights as to dividends or capital conferred by any class of
shares.


 


8.                                      Variation of Rights


 


Subject
to the provisions of the Companies Acts, all or any of the rights attached to
any existing class of shares may from time to time (whether or not
the company is being wound up) be varied either with the consent in writing of
the holders of not less than three-fourths in nominal value of the issued
shares of that class (excluding any shares of that class held as
treasury


 


4

















 


shares)
or with the sanction of an extraordinary resolution passed at a separate
general meeting of the holders of those shares. All the provisions of these
articles as to general meetings of the company shall, with any necessary
modifications, apply to any such separate general meeting, but so that the
necessary quorum shall be two persons entitled to vote and holding or
representing by proxy not less than one-third in nominal value of the issued
shares of the class (excluding any shares of that class held as
treasury shares), (but so that at any adjourned meeting one holder entitled to
vote and present in person or by proxy (whatever the number of shares held by
him) shall be a quorum), that every holder of shares of the class present
in person or by proxy and entitled to vote shall be entitled on a poll to one
vote for every share of the class held by him (subject to any rights or
restrictions attached to any class of shares) and that any holder of
shares of the class present in person or by proxy and entitled to vote may demand
a poll. The foregoing provisions of this article shall apply to the
variation of the special rights attached to some only of the shares of any class as
if each group of shares of the class differently treated formed a separate
class and their special rights were to be varied.


 


9.                                      Pari Passu Issues


 


The
rights conferred upon the holders of any shares shall not, unless otherwise
expressly provided in the rights attaching to those shares, be deemed to be
varied by the creation or issue of further shares ranking pari passu with them.


 


10.                               Unissued Shares


 


(A)                              Subject to the provisions of the Companies
Acts and these articles and to any resolution passed by the company and without
prejudice to any rights attached to existing shares, the unissued shares of the
company (whether forming part of the original or any increased capital)
shall be at the disposal of the board which may offer, allot, grant
options over or otherwise deal with or dispose of them to such persons, at such
times and for such consideration and upon such terms as the board may decide,
provided that the shares of the company shall not be allotted at a discount and
shall not be allotted except as paid up at least as to one quarter of their
nominal value and the whole of any premium thereon.


 


(B)           (i)                                     The company may, with the sanction of a
resolution of the company expressed to be made pursuant to this article 10(B) (a
“section 80 resolution”)
generally and unconditionally authorise the board (in substitution for all
subsisting authorities, unless otherwise expressed in the section 80 resolution) to exercise
all the powers of the company to allot relevant securities up to an aggregate
nominal amount specified in the resolution as the “section 80 prescribed amount”.


 


(ii)                                  Each section 80 resolution shall specify
the date on which the authority granted thereby shall expire, such date being
not more than five years after the date of such section 80 resolution.


 


(iii)                               The company, before the expiry of the
authority granted in a section 80 resolution, may make an offer or
agreement which would or might require relevant securities to be allotted after
such expiry. The board


 


5

















 


may allot relevant securities in pursuance of such an offer or
agreement as if the authority had not expired.


 


(C)                                The board may be empowered, with the
sanction of a special resolution of the company passed pursuant to section 95
of the Companies Act 1985 (a “section 95 resolution”),
to allot equity securities for cash pursuant to the authority conferred by a section 80
resolution, and/or where such allotment constitutes an allotment of equity
securities by virtue of section 94{3A) of the Companies Act 1985, as if
sub-section (1) of section 89 of that Act did not apply to any
such allotment, provided that this power shall (unless otherwise specified by
the section 95 resolution) be limited to:


 


(i)                                     the allotment of equity securities in
connection with a rights issue, open offer, or any other issue in favour of
holders of ordinary shares (excluding any shareholders holding shares as treasury
shares) where the equity securities respectively attributable to the interests
of all such persons on a fixed record date are proportionate (as nearly as may be)
to the respective number of ordinary shares held by them or are otherwise
allotted in accordance with the rights attaching to such securities (but
subject to such exclusions and other arrangements as the board may deem
necessary or expedient in relation to fractional entitlements or legal or
practical problems arising by virtue of equity securities being represented by
American Depositary Receipts or under the laws of, or the requirements of, any
regulatory body or any stock exchange in any territory or any other matter
whatsoever);


 


(ii)                                  the allotment of equity securities pursuant to
options granted under the company’s share option schemes for employees of joint
ventures in which the company and/or any of its subsidiary undertakings
participates; and


 


(iii)                               the allotment (otherwise than pursuant to
sub-paragraph (i) above) of equity securities up to an aggregate nominal
value equal to the amount specified in the section 95 resolution as the “section 95
prescribed amount”.


 


(D)                               The power granted by a section 95
resolution shall expire on the earlier of:


 


(i)                                     the conclusion of the next annual general
meeting of the company, or


 


(ii)                                  the date falling 15 months after the date of
the passing of the section 95 resolution,


 


save that the company may before the expiry of such power make an
offer or agreement which would or might require equity securities to be
allotted in pursuance of such offer or agreement as if that power had not
expired.


 


6

















 


11.                               Payment of Commission


 


The
company may in connection with the issue of any shares exercise all powers
of paying commission and brokerage conferred or permitted by the Companies
Acts. Subject to the provisions of the Companies Acts, any such commission or
brokerage may be satisfied by the payment of cash, or by the allotment of
fully or partly-paid shares or by the grant of an option to call for an allotment
of shares or by any combination of these.


 


12.                               Trusts Not Recognised


 


Except
as ordered by a court of competent jurisdiction or as required by law, no
person shall be recognised by the company as holding any share upon any trust
and the company shall not be bound by or required in any way to recognise (even
when having notice of it) any interest in any share or (except only as by these
articles or by law otherwise provided) any other right in respect of any share
other than an absolute right to the whole of the share in the holder.


 


13.                               Suspension of Rights Where
Non-Disclosure of Interest


 


(A)                              Where the holder of any shares in the company,
or any other person appearing to be interested in those shares, fails to comply
within the relevant period with any statutory notice in respect of those shares
or, in purported compliance with such a notice, has made a statement which
is false or inadequate in a material particular, the company may give the
holder of those shares a further notice (a “restriction
notice”) to the effect that from the service of the restriction
notice those shares will be subject to some or all of the relevant
restrictions, and from service of the restriction notice those shares shall,
notwithstanding any other provision of these articles, be subject to those
relevant restrictions accordingly. For the purpose of enforcing the relevant restriction
referred to in sub-paragraph (iii) of the definition of “relevant
restrictions”, the board may give notice to the relevant member requiring
the member to change the relevant shares held in uncertificated form to
certificated form by the time stated in the notice. The notice may also
state that the member may not change any of the relevant shares held in
certificated form to uncertificated form. If the member does not comply
with the notice, the board may authorise any person to instruct the
operator to change the relevant shares held in uncertificated form to certificated
form.


 


(B)                                If after the service of a restriction notice
in respect of any shares the board is satisfied that all information required
by any statutory notice relating to those shares or any of them from their
holder or any other person appearing to be interested in the shares the subject
of the restriction notice has been supplied, the company shall, within seven
days, cancel the restriction notice. The company may at any time at its
discretion cancel any restriction notice or exclude any shares from it. The
company shall cancel a restriction notice within seven
days after receipt of a notice in writing that the relevant shares have been transferred
pursuant to an arm’s length sale.


 


7

















 


(C)                                Where any restriction notice is cancelled or
ceases to have effect in relation to any shares, any moneys relating to those
shares which were withheld by reason of that notice shall be paid without
interest to the person who would but for the notice have been entitled to them
or as he may direct.


 


(D)                               Any new shares in the company issued in right
of any shares subject to a restriction notice shall also be subject to the
restriction notice, and the board may make any right to an allotment of
the new shares subject to restrictions corresponding to those which will apply
to those shares by reason of the restriction notice when such shares are
issued.


 


(E)                                 Any holder of shares on whom a restriction
notice has been served may at any time request the company to give in
writing the reason why the restriction notice has been served, or why it
remains uncancelled, and within 14 days of receipt of such a notice the company
shall give that information accordingly.


 


(F)                                 If a statutory notice is given by the company
to a person appearing to be interested in any share, a copy shall at the same
time be given to the holder, but the failure or omission to do so or the
non-receipt of the copy by the holder shall not invalidate such notice.


 


(G)                                Where shares subject to a restriction notice,
in which a person appears to be interested, are held by an
approved depository, the provisions of this article 13 shall be treated as
applying only to those shares held by the approved depository in which such
person appears to be interested and not to any other shares held by the
approved depository.


 


(H)                               Where the member on which a statutory notice
is served is an approved depository acting in its capacity as such, the
disclosure obligations of the approved depository as a member of the company
for the purposes of that statutory notice shall be limited to disclosing to the
company such information relating to any person appearing to be interested in
the shares held by the approved depository as has been recorded by the approved
depository pursuant to arrangements entered into with the company or approved
by the board and pursuant to which the approved depository was appointed.


 


(I)                                    This article is in addition to, and shall
not in any way prejudice or affect, the statutory rights of the company arising
from any failure by any person to give any information required by a statutory
notice within the time specified in it. For the purpose of this article a
statutory notice need not specify the relevant period, and may require any
information to be given before the expiry of the relevant period.


 


(J)                                   In this article:-


 


a sale is an “arm’s length sale”
if the board is satisfied that it is a bona fide sale of the whole of the
beneficial ownership of the shares to a party unconnected with the holder or
with any person appearing to be


 


8

















 


interested in such shares and shall include a sale made by way of or in
pursuance of acceptance of a takeover offer and a sale made through a
recognised investment exchange or any other stock exchange outside the United
Kingdom. For this purpose an associate (within the definition of that
expression in any statute relating to insolvency in force at the date of
adoption of this article) shall be included amongst the persons who are
connected with the holder or any person appearing to be interested in such
shares;


 


“person appearing to be interested”
in any shares shall mean any person named in a response to a statutory notice
or otherwise notified to the company by a member as being so interested or
shown in any register or record kept by the company under the Companies Acts as
so interested or, taking into account a response or failure to respond in the
light of the response to any other statutory notice and any other relevant
information in the possession of the company, any person whom the company knows
or has reasonable cause to believe is or may be so interested;


 


“person with a 0.25 per cent. interest”
means a person who holds, or is shown in any register or record kept by the
company under the Companies Acts as having an interest in, shares in the
company which comprise in total at least 0.25 per cent. in number or nominal value of the shares of the company
(calculated exclusive of any shares held as treasury shares), or of any class of
such shares (calculated exclusive of any shares of that class held as
treasury shares), in issue at the date of service of the restriction notice;


 


“relevant period” means a
period of 14 days following service of a statutory notice;


 


“relevant restrictions” mean in
the case of a restriction notice served on a person with a 0.25 per cent.
interest that:-


 


(i)                  the shares shall not confer on the holder any
right to attend or vote either personally or by proxy at any general meeting of
the company or at any separate general meeting of the holders of any class of
shares in the company or to exercise any other right conferred by membership in
relation to general meetings;


 


(ii)               the board may withhold payment of all or
any part of any dividends or other moneys payable in respect of the shares
and the holder shall not be entitled to receive shares in lieu of dividend;


 


(iii)            the board may decline to register a
transfer of any of the shares which are certificated shares, unless such a
transfer is pursuant to an arm’s length sale.


 


9

















 


and in any other case mean only the restriction specified in sub-paragraph
(i) of this definition; and


 


“statutory notice” means a
notice served by the company under the Companies Acts requiring particulars of
interests in shares or of the identity of persons interested in shares.


 


14. Uncertificated Shares


 


(A)                              Pursuant and subject to the Uncertificated
Securities Regulations, the board may permit title to shares of any class to
be evidenced otherwise than by a certificate and title to shares of such a class to
be transferred by means of a relevant system and may make arrangements for
a class of shares (if all shares of that class are in all respects
identical) to become a participating class. Title to shares of a particular class may only
be evidenced otherwise than by a certificate where that class of shares is
at the relevant time a participating class. The board may also, subject to
compliance with the Uncertificated Securities Regulations and the rules of
any relevant system, determine at any time that title to any class of
shares may from a date specified by the board no longer be evidenced
otherwise than by a certificate or that title to such a class shall cease to
be transferred by means of any particular relevant system. For the avoidance of
doubt, shares which are uncertificated shares shall not be treated as forming a
class which is separate from certificated shares with the same rights.


 


(B)                                In relation to a class of shares which is
a participating class and for so long as it remains a participating class,
no provision of these articles shall apply or have effect to the extent that it
is inconsistent in any respect with:-


 


(i)                  the holding of shares of that class in
uncertificated form;


 


(ii)               the transfer of title to shares of that class by
means of a relevant system; and


 


(iii)            any provision of the Uncertificated Securities
Regulations,


 


and, without prejudice to the generality of this article, no provision
of these articles shall apply or have effect to the extent that it is in any
respect inconsistent with the maintenance, keeping or entering up by the
operator, so long as that is permitted or required by the Uncertificated
Securities Regulations, of an operator register of securities in respect of
that class of shares in uncertificated form.


 


(C)                                Shares of a class which is at the
relevant time a participating class may be changed from
uncertificated to certificated form, and from certificated to uncertificated form,
in accordance with and subject as provided in the Uncertificated Securities
Regulations and the rules of any relevant system, and


 


10

















 


the board shall record on the register of members that the shares are
held in certificated or uncertificated form as appropriate.


 


(D)                               Unless the board otherwise determines or the
Uncertificated Securities Regulations or the rules of the relevant system
concerned otherwise require, any shares issued or created out of or in respect
of any uncertificated shares shall be uncertificated shares and any shares
issued or created out of or in respect of any certificated
shares shall be certificated shares.


 


(E)                                 The company shall be entitled to assume that
the entries on any record of securities maintained by it in accordance with the
Uncertificated Securities Regulations and regularly reconciled with the
relevant operator register of securities are a complete and accurate
reproduction of the particulars entered in the operator register of securities
and shall accordingly not be liable in respect of any act or thing done or
omitted to be done by or on behalf of the company in reliance on such
assumption; in particular, any provision of these articles which requires or
envisages that action will be taken in reliance on information contained in the
register shall be construed to permit that action to be taken in reliance on
information contained in any relevant record of securities (as so maintained
and reconciled).


 


15.                               Right to Share Certificates


 


Every
person (except a person to whom the company is not by law required to issue a
certificate) whose name is entered in the register as a holder of any
certificated shares shall be entitled, without payment, to receive within the
time limits prescribed by the Companies Acts (or, if earlier, within any
prescribed time limit or within a time specified when the shares were issued)
one certificate for all those shares of any one class. In the case of a
certificated share held jointly by several persons, the company shall not be
bound to issue more than one certificate and delivery of a certificate to one
of several joint holders shall be sufficient delivery to all. A member who
transfers some but not all of the shares comprised in a certificate shall be
entitled to a certificate for the balance without charge. If a member requires
additional certificates he shall pay for each additional certificate (other
than a certificate issued pursuant to article 16) such reasonable sum (if
any) as the board may determine.


 


16.                               Replacement of Share Certificates


 


If
a share certificate is defaced, worn out, lost or destroyed, it may be
replaced on such terms (if any) as to evidence and indemnity as the board may decide
and, where it is defaced or worn out, after delivery of the old certificate to
the company. Any two or more certificates representing shares of any one class held
by any member shall at his request be cancelled and a single new certificate
for such shares issued in lieu. Any certificate representing shares of any one class held
by any member may at his request be cancelled and two or more certificates
for such shares may be issued instead. The board may require the
payment of any exceptional out-of-pocket expenses of the company incurred in
connection with the issue of any certificates under this article (Including,
without limiting the generality of the foregoing, any expenses incurred in the
investigation of such request and in the preparation and execution of any such


 


11

















 


indemnity).
Any one of two or more joint holders may request replacement certificates
under this article.


 


17.                               Execution of Share
Certificates


 


Every
share certificate shall be executed under a seal or in such other manner as the
board, having regard to the terms of issue and any listing requirements, may authorise
and shall specify the number and class of the shares to which it relates
and the amount or respective amounts paid up on the shares. The board may by
resolution decide, either generally or in any particular case or cases, that
any signatures on any share certificates need not be autographic but may be
applied to the certificates by some mechanical or other means or may be
printed on them or that the certificates need not be signed by any person.


 


Lien


 


18.                               Company’s Lien on Shares Not
Fully Paid


 


The
company shall have a first and paramount lien on every share (not being a fully
paid share) for all amounts payable to the company (whether presently or not)
in respect of that share. The company’s lien on a share shall extend to every
amount payable in respect of it. The board may at any time either
generally or in any particular case waive any lien that has arisen or declare
any share to be wholly or in part exempt from the provisions of this
article.


 


19.                               Enforcing Lien by Sale


 


The
company may sell, in such manner as the board may decide, any share
on which the company has a lien if a sum
in respect of which the lien exists is presently payable and is not paid within
14 clear days after a notice has been served on the holder of the share or the
person who is entitled by transmission to the share, demanding payment and
stating that if the notice is not complied with the share may be sold. For
giving effect to the sale the board may authorise some person to execute
an instrument of transfer of the share sold to or in accordance with the
directions of the purchaser. The transferee shall not be bound to see to the
application of the purchase money, nor shall his title to the share be affected
by any irregularity or invalidity in relation to the sale.


 


20.                               Application of Proceeds of
Sale


 


The
net proceeds, after payment of the costs, of the sale by the company of any
share on which it has a lien shall be applied in or towards payment or
discharge of the debt or liability in respect of which the lien exists so far
as it is presently payable, and any residue shall (subject to a like lien for
debts or liabilities not presently payable as existed upon the share prior to
the sale and upon surrender, if required by the company, for cancellation of
the certificate for the share sold) be paid to the person who was entitled to
the share at the time of the sale.


 


12

















 


Calls on Shares


 


21.          Calls


 


Subject
to the terms of issue, the board may from time to time make calls upon the
members in respect of any moneys unpaid on their shares (whether on account of
the nominal amount of the shares or by way of premium) and not payable on a
date fixed by or in accordance with the terms of issue, and each member shall
(subject to the company serving upon him at least 14 clear days’ notice
specifying when and where payment is to be made) pay to the company as required
by the notice the amount called on his shares. A call may be made payable
by instalments. A call may be revoked or postponed, in whole or in part,
as the board may decide. A person upon whom a call is made shall remain
liable jointly and severally with the successors in title to his shares for all
calls made upon him notwithstanding the subsequent transfer of the shares in
respect of which the call was made.


 


22.                               Timing of Calls


 


A
call shall be deemed to have been made at the time when the resolution of the
board authorising the call was passed.


 


23.                               Liability of Joint Holders


 


The
joint holders of a share shall be jointly and severally liable to pay all calls
in respect of the share.


 


24.                               Interest Due on Non-Payment


 


If
a call remains unpaid after it has become due and payable, the person from whom it is due and payable shall
pay all costs, charges and expenses that the company may have incurred by
reason of such non-payment together with interest on the amount unpaid from the
day it is due and payable to the time of actual payment at the rate fixed by
the terms of the allotment of the share or in the notice of the call or, if no
rate is so fixed, at such rate, not exceeding 20 per cent. per annum
(compounded on a six-monthly basis), as the board may decide, but the
board shall be at liberty in any case or cases to waive payment of any sum due
under this article, wholly or in part.


 


25.                               Sums Due on Allotment Treated
as Calls


 


Any
amount which becomes payable in respect of a share on allotment or on any other
date fixed by or in accordance with the terms of issue, whether in respect of
the nominal amount of the share or by way of premium or as an instalment of a
call, shall be deemed to be a call and, if it is not paid, all the provisions
of these articles shall apply as if the sum had become due and payable by
virtue of a call.


 


26.                               Power to Differentiate


 


The
board may on or before the issue of shares differentiate between the
allottees or holders as to the amount of calls to be paid and the times of
payment.


 


13

















 


27.                               Payment of Calls in Advance


 


The
board may, if it thinks fit, receive from any member who is willing to advance
them all or any part of the moneys uncalled and unpaid upon any shares
held by him and on all or any of the moneys so advanced may (until they
would, but for the advance, become presently payable) pay interest at such
rate, not exceeding (unless the company by ordinary resolution shall otherwise
direct) 20 per cent. per annum, as the board may decide. The board may at
any time repay the amount so advanced on giving such member not less than three
months’ notice in writing of its intention to do so, unless before the
expiration of such notice the amount so advanced shall have been called up on
the shares in respect of which it was advanced.


 


Forfeiture of Shares


 


28.                               Notice if Call or Instalment
Not Paid


 


If
any call or instalment of a call remains unpaid on any share after the day
appointed for payment, the board may at any time serve a notice on the
holder requiring payment of so much of the call or instalment as is unpaid,
together with any interest which may have accrued and any expenses
incurred by the company by reason of such non-payment.


 


29.                               Form of Notice


 


The
notice shall name a further day (not being less than 14 clear days from the
date of the notice) on or before which, and the place where, the payment
required by the notice is to be made and shall state that in the event of
non-payment on or before the day and at the place appointed, the shares in
respect of which the call has been made or instalment is payable will be liable
to be forfeited.


 


30.                               Forfeiture for Non-Compliance
with Notice


 


If
the notice is not complied with, any share in respect of which it was given
may, at any time before payment of all calls or instalments and interest and
expenses due in respect of it has been made, be forfeited by (and with effect
from the passing of) a resolution of the board to that
effect and the forfeiture shall include all dividends declared and other moneys
payable in respect of the forfeited shares and not paid before the forfeiture.
Unless the board otherwise decides, no holder of such a share is entitled to be
present or vote (whether in person or by proxy) at any meeting, on a show of
hands or on a poll, or to demand a poll
or exercise any other right as a member. The board may accept the
surrender of any share liable to be forfeited and, in that event, references in
these articles to forfeiture shall include surrender.


 


31.                               Notice after Forfeiture


 


When
any share has been forfeited, notice of the forfeiture shall be served upon the
person who was before forfeiture the holder of the share (or on any person
entitled to the share by transmission) and an entry of the forfeiture or
surrender, with the date thereof, shall forthwith be made in the register, but
no forfeiture shall be invalidated by any omission or neglect to give such
notice or make such entry.


 


14

















 


32.                               Sale of Forfeited Shares


 


Until
cancelled in accordance with the requirements of the Companies Acts, a
forfeited share shall be deemed to be the property of the company and may be
sold or otherwise disposed of either to the person who was, before forfeiture,
the holder or to any other person upon such terms and in such manner as the
board shall decide. The board may for the purposes of the disposal
authorise some person to execute an instrument of transfer to the designated
transferee. The company may receive the consideration (if any) given for
the share on its disposal. At any time before a sale or disposition the
forfeiture may be cancelled by the board on such terms as the board may decide.


 


33.                               Arrears to be Paid
Notwithstanding Forfeiture


 


A
person whose shares have been forfeited shall cease to be a member in respect
of them and shall surrender to the company for cancellation the certificate for
the forfeited shares but shall remain liable to pay to the company all moneys
which at the date of the forfeiture were payable by him to the company in
respect of those shares with interest thereon at the rate of 20 per cent. per annum
(or such lower rate as the board may decide) from the date of forfeiture
until payment, and the company may enforce payment without being under any
obligation to make any allowance for the value of the shares forfeited or for
any consideration received on their disposal.


 


34.                               Effect of Forfeiture


 


The
forfeiture of a share shall (subject to the Companies Acts and unless otherwise
provided by these articles) involve the extinction from the time of forfeiture
of all interest in and all claims and demands against the company in respect
of, the share and all other rights and liabilities incidental to the share as
between the holder and the company.


 


35.                               Statutory Declaration as to
Forfeiture


 


A
statutory declaration that the declarant is a director of the company or the
secretary and that a share has been forfeited (or sold to satisfy a lien of the
company) on a specified date shall be conclusive evidence of the facts stated
in it as against all persons claiming to be entitled to the share. The
declaration shall (subject to the execution of an instrument of transfer if
necessary) constitute a good
title to the share and the person to whom the share is sold or otherwise
disposed of shall not be bound to see to the application of the purchase money
(if any) nor shall his title to the share be affected by any irregularity or
invalidity in the proceedings relating to the forfeiture, sale or disposal.


 


Transfer of Shares


 


36.                               Transfer


 


(A)                              Subject to such of the restrictions of these
articles as may be applicable:-


 


(i)                  any member may transfer all or any of his
uncertificated shares by means of a relevant system in such manner provided
for, and subject as


 


15

















 


provided in, the Uncertificated Securities
Regulations and the rules of any relevant system, and accordingly no
provision of these articles shall apply in respect of an uncertificated share
to the extent that it requires or contemplates the effecting of a transfer by
an instrument in writing or the production of a certificate for the share to be
transferred; and


 


(ii)               any member may transfer all or any of his
certificated shares by an instrument of transfer in any usual form or in
any other form which the board may approve.


 


(B)           The transferor of a share shall be deemed to remain the
holder of the share concerned until the name of the transferee is entered in
the register in respect of it.


 


37.                               Execution of Transfer


 


The
instrument of transfer of a certificated share shall be executed by or on
behalf of the transferor and (in the case of a partly paid share) the
transferee. All instruments of transfer, when registered, may be retained
by the company.


 


38.                               Rights to Decline
Registration of Partly Paid Shares


 


The
board may, in its absolute discretion and without giving any reason for so
doing, decline to register any transfer of any share which is not a fully paid
share.


 


39.                               Other Rights to Decline
Registration


 


(A)                              Registration of a transfer of an uncertificated
share may be refused in the circumstances set out in the Uncertificated
Securities Regulations, and where, in the case of a transfer to joint holders,
the number of joint holders to whom the Uncertificated share is to be
transferred exceeds four.


 


(B)                                The board may decline to register any
transfer of a certificated share unless:-


 


(i)                  the Instrument of transfer is duly stamped or
duly certified or otherwise shown to the satisfaction of the board to be exempt
from stamp duty and is left at the office or such other place as the board may from
time to time determine accompanied (save in the case of a transfer by a person
to whom the company is not required by law to issue a certificate and to whom a
certificate has not been issued) by the certificate for the share to which it
relates and such other evidence as the board may reasonably require to
show the right of the person executing the instrument of transfer to make the
transfer and, if the instrument of transfer is executed by some other person on
his behalf, the authority of that person so to do;


 


(ii)               the instrument of transfer is in respect of
only one class of share; and


 


16

















 


(iii)            in the case of a transfer to
joint holders, the number of joint holders to whom the share is to be
transferred does not exceed four.


 


(C)                                For all purposes of these articles relating to
the registration of transfers of shares, the renunciation of the allotment of
any shares by the allottee in favour of some other person shall be deemed to be
a transfer and the board shall have the same powers of refusing to give effect
to such a renunciation as if it were a transfer.


 


40.                               No Fee for Registration


 


No
fee shall be charged by the company for registering any transfer, document or
instruction relating to or affecting the title to any share or for making any
other entry in the register.


 


41.                               Renunciation of Allotment


 


The
board may, at any time after the allotment of any share but before any person
has been entered in the register as the holder, recognise a renunciation
thereof by the allottee in favour of some other person and may accord to
any allottee of a share a right to effect such renunciation upon and subject to
such terms and conditions as the board may decide.


 


42.                               Untraced Shareholders


 


The
company may sell any certificated shares in the company on behalf of the
holder of, or person entitled by transmission to, the shares at the best price
reasonably obtainable at the time of sale if:-


 


(i)                  the shares have been in issue either in
certificated or uncertificated form throughout the qualifying period and
at least three cash dividends have become payable on the shares during the
qualifying period:


 


(ii)               no cash dividend payable on the shares has
either been claimed by presentation to the paying bank of the relevant cheque
or warrant or been satisfied by the transfer of funds to a bank account
designated by the holder of, or person entitled by transmission to, the shares
or by the transfer of funds by means of a relevant system at any time during
the relevant period;


 


(iii)            so far as any director of the company at the
end of the relevant period is then aware, the company has not at any time
during the relevant period received any communication from the holder of, or
person entitled by transmission to, the shares; and


 


(iv)           the company has caused two advertisements to be published, in at least
two newspapers with a national daily circulation in the UK (or, in the case of
a member in the Republic of Ireland Branch Register, a leading national daily
newspaper published in the Republic of Ireland) and in a newspaper circulating
in the area in which the last known postal address of the holder of, or person
entitled by transmission to, the shares or the postal address at which service
of


 


17

















 


notices may be effected under these articles is located, giving
notice of its intention to sell the shares, and a period of three months has
elapsed from the date of publication of the advertisements (or of the last of
the advertisements to be published if they are published on different dates).
The advertisements referred to in this article need not refer to the name
of the relevant holder or person or identify the relevant shares concerned.


 


For
the purpose of this article:-


 


“the qualifying period” means the period of 12 years immediately preceding the date of
publication of the advertisements referred to in sub-paragraph  (iv) above
or of the first of the advertisements to be published if they are published on
different dates; and


 


“the relevant period” means the period beginning at the commencement of the qualifying period
and ending on the date when all the requirements of sub-paragraphs  (i) to
(iv) above have been satisfied.


 


To
give effect to any sale of shares pursuant to this article the board may authorise
some person to transfer the shares in question
and an instrument of transfer executed by that person shall be as effective as
if it had been executed by the holder of, or person entitled by transmission
to, the shares. The purchaser shall not be bound to see to the application of
the purchase moneys nor shall his title to the shares be affected by any
irregularity or invalidity in the proceedings relating to the sale. The net
proceeds of sale shall belong to the company and, upon their receipt, the
company shall become indebted to the former holder of, or person entitled by
transmission to, the shares for an amount equal to the net proceeds. No trust
shall be created in respect of the debt and no interest shall be payable in
respect of it and the company shall not be required to account for any moneys
earned from the net proceeds which may be employed in the business of the
company or as it thinks fit.


 


Transmission of Shares


 


43.                               Transmission on Death


 


If
a member dies, the survivor or survivors, where he was a joint holder, and his
personal representatives, where he was a sole holder or the only survivor of
joint holders, shall be the only persons recognised by the company as having
any title to his shares; but nothing contained in these articles shall release
the estate of a deceased holder from any liability in respect of any share held
by him solely or jointly with other persons.


 


44.                               Entry of Transmission in
Register


 


Where
the entitlement of a person to a certificated share in consequence of the death
or bankruptcy of a member or of any other event giving rise to its transmission
by operation of law is proved to the satisfaction of the board, the board shall
within two months after proof cause the entitlement of that person to be noted
in the register.


 


18

















 


45.                               Election of Person Entitled
by Transmission


 


Any
person entitled by transmission to a share may, subject as provided elsewhere
in these articles, elect either to become the holder of the share or to have some
person nominated by him registered as the holder. If he elects to be registered
himself he shall give notice to the company to that effect. If he elects to
have another person registered and the share is a certificated share, he shall
execute an instrument of transfer of the share to that person. If he elects to
have himself or another person registered and the share is an uncertificated
share, he shall take any action the board may require (including, without
limitation, the execution of any document and the giving of any instruction by
means of relevant system) to enable himself or that person to be registered as
the holder of the share. The board may at any time require the person to
elect either to be registered himself or to transfer the share and if the
requirements are not complied with within 60 days of being issued the board may withhold
payment of all dividends and other moneys payable in respect of the share until
the requirements have been complied with. All the provisions of these articles
relating to the transfer of, and registration of transfers of, shares shall
apply to the notice or transfer as if the death or bankruptcy of the member or
other event giving rise to the transmission had not occurred and the notice or
transfer was given or executed by the member.


 


46.                               Rights of Person Entitled by
Transmission


 


Where
a person becomes entitled by transmission to a share, the rights of the holder
in relation to that share shall cease, but the person entitled by transmission
to the share may give a good discharge for any dividends or other moneys
payable in respect of it and shall have the same rights in relation to the
share as he would have had if he were the holder of it save that, until he
becomes the holder, he shall not be entitled in respect of the share (except
with the authority of the board) to receive notice of, or to attend or vote at,
any general meeting of the company or at any separate general meeting of the
holders of any class of shares in the company or to exercise any other
right conferred by membership in relation to general meetings.


 


Alteration of Share Capital


 


47.                               Increase, Consolidation,
Sub-Division and Cancellation


 


The
company may from time to time by ordinary resolution:-


 


(i)                                     increase its share capital by such sum to be divided
into shares of such amount as the resolution shall prescribe;


 


(ii)                                  consolidate, or consolidate and then
sub-divide, all or any of its share capital into shares of larger amount than
its existing shares;


 


(iii)                               subject to the Companies Acts, sub-divide its
shares or any of them into shares of smaller amount, provided that:


 


(a)                                  in the sub-division, the proportion between
the amount paid and the amount (if any) unpaid on each reduced share shall be
the same as it


 


19

















 


was in the case of the share from which the reduced share is derived;
and


 


(b)                                 the resolution may determine that, as
between the shares resulting from the sub-division, any of them may have
any preference or advantage or be subject to any restriction as
compared with the others; and


 


(iv)                              cancel any shares which, at the date of the
passing of the resolution, have not been taken or agreed to be taken by any
person and diminish the amount of its share capital by the amount of the shares
so cancelled.


 


48.                               Fractions


 


(A)                              Whenever as a result of a consolidation,
consolidation and sub-division or sub-division of shares any members would
become entitled to fractions of a share, the board may deal with the
fractions as it thinks fit. In particular the board may sell the shares
representing the fractions for the best price reasonably obtainable (or at any
other price approved by the company by special resolution) to any person
(including, subject to the provisions of the Companies Acts, the company) and
distribute the net proceeds of sale (subject to the retention by the company of
any amounts so small that the cost of distribution would be disproportionate to
the amounts involved) in due proportion among those members and the board may authorise
some person to transfer or deliver the shares to, or in accordance with the
directions of, the purchaser. For the purposes of effecting the sale, the board
may arrange for the shares representing the fractions to be entered in the
register as certificated shares. The person to whom any shares are transferred
or delivered shall not be bound to see to the application of the purchase money
nor shall his title to the shares be affected by any irregularity in, or
invalidity of, the proceedings relating to the sale.


 


(B)                                Subject to the Companies Acts, when the board
consolidates or sub-divides shares, it can treat certificated and
uncertificated shares which a member holds as separate shareholdings.


 


49.                               Reduction of Capital


 


Subject
to the provisions of the Companies Acts, the company may by special
resolution reduce its share capital, any capital redemption reserve, any share
premium account or any other undistributable reserve in any way.


 


General
Meetings


 


50.                               Extraordinary General
Meetings


 


Any
general meeting of the company other than an annual general meeting shall be
called an extraordinary general meeting.


 


20

















 


51.                               Annual General Meetings


 


The
board shall convene and the company shall hold general meetings as annual
general meetings in accordance with the requirements of the Companies Acts.


 


52.                               Convening of Extraordinary
General Meetings


 


The
board may convene an extraordinary general meeting whenever it thinks fit.


 


53.                               Separate General Meetings


 


The
provisions of these articles relating to general meetings shall apply, with any
necessary modifications, to any separate general meeting of the holders of
shares of a class convened otherwise than in connection with the variation
or abrogation of the rights attached to the shares of that class. For
this purpose, a general meeting at which no holder
of a share other than an ordinary share may, in his capacity as a member,
attend or vote shall also constitute a separate general meeting of the holders
of the ordinary shares.


 


Notice of General Meetings


 


54.                               Length of Notice


 


An
annual general meeting and an extraordinary general meeting convened for the
passing of a special resolution or (save as provided by the Companies Acts) a
resolution of which special notice has been given to the company shall be
convened by not less than 21 clear days’ notice in writing (or, subject to the
Companies Acts, by such shorter period of notice as the board may determine).
All other extraordinary general meetings shall be convened by not less than 14
clear days’ notice in writing. The notice shall specify the place, day and time
of the meeting, and the general nature of the business to be transacted. Notice
of every general meeting shall be given to all members other than any who,
under the provisions of these articles or the terms of issue of the shares they
hold, are not entitled to receive such notices from the company, and also to
the auditors or, if more than one, each of them. References in this article to
notice in writing include the use of electronic communications and publication
on a website in accordance with the Companies Acts.


 


55.                               Omission or Non-Receipt of
Notice


 


(A)                              The accidental omission to give any notice of
a meeting or the accidental omission to send any document relating to any
meeting to, or the non-receipt of any such notice or document by, any person
entitled to receive the notice or document shall not invalidate the proceedings
at that meeting.


 


(B)                                A member present in person or by proxy at a
meeting shall be deemed to have received proper notice of that meeting and,
where applicable, of the purpose of that meeting.


 


21

















 


56.                               Postponement of General
Meetings


 


If
the board, in its absolute discretion, considers that it is impractical or
undesirable for any reason to hold a general meeting on the date or at the time
or place specified in the notice calling the general meeting, it may postpone
or move the general meeting to another date, time and/or place. The board shall
take reasonable steps to ensure that notice of the date, time and place of the
rearranged meeting is given to any member trying to attend the meeting at the
original time and place. Notice of the date, time and place of the rearranged
meeting shall, if practicable, also be placed in at least two national
newspapers in the United Kingdom and one national newspaper in the Republic of
Ireland. Notice of the business to be transacted at such rearranged meeting
shall not be required. If a meeting is rearranged in this way, the appointment
of a proxy will be valid if it is received as required by these
articles not less than 48 hours before the time appointed for holding the
rearranged meeting. The board may also postpone or move the rearranged
meeting under this article.


 


Proceedings at General Meetings


 


57.                               Quorum


 


No
business shall be transacted at any general meeting unless a quorum
is present when the meeting proceeds to business, but the absence of a quorum
shall not preclude the choice or appointment of a chairman of the meeting which
shall not be treated as part of the business of the meeting. Save as
otherwise provided by these articles, two members present in person or by proxy
and entitled to vote shall be a quorum for all purposes.


 


58.                               Procedure if Quorum Not
Present


 


If
within five minutes (or such longer time not exceeding one hour as the chairman
of the meeting may decide to wait) after the time appointed for the
commencement of the meeting a quorum
is not present, the meeting, if convened by or upon the requisition of members,
shall be dissolved. In any other case it shall stand adjourned to such other
day (being not less than three nor more than 28 days later) and at such other
time or place as may have
been specified for the purpose in the notice convening the meeting. Where no
such arrangements have been so specified, the meeting shall stand adjourned to
such other day (being not less than seven nor more than 28 days later) and at
such other time or place as the chairman of the meeting may decide and, in
this case, the company shall give not less than three clear days’ notice in
writing of the adjourned meeting. References in this article to notice in
writing include the use of electronic communications and publication on a
website in accordance with the Companies Acts.


 


59.                               Security Arrangements


 


(A)                              The board may, for the purpose of controlling
the level of attendance and ensuring the safety of those attending at any place
specified for the holding of a general meeting, from time to time make (and
vary) such arrangements as the board may in its absolute discretion
decide. The entitlement of any member or proxy to attend a general meeting at
such place shall be subject to any such arrangements.


 


22

















 


(B)                                Without prejudice to the generality of (A) above,
the board may:


 


(i)                                     direct that the meeting shall be held at a
place specified in the notice at which the chairman of the meeting shall
preside (the “principal place”); and


 


(ii)                                  make arrangements for simultaneous attendance
and participation at other places by members otherwise entitled to attend the
general meeting but excluded from the principal place under the provisions of
this article (“excluded members”)
(or who wish to attend at any such other places) provided that, to the extent
required by law, persons attending at the principal place and at any such other
places shall (by any means) be able to see, and hear and be seen and heard by,
persons attending at the principal place and at such other places.


 


Such arrangements for simultaneous attendance may include
arrangements for controlling the level of attendance in any manner at any of
such other places, provided that they shall operate so that each excluded
member is able to attend at one of such other places. For the purposes of all
other provisions of these articles any such meeting shall be treated as being
held and taking place at the principal place.


 


(C)                                The board may also direct that persons
wishing to attend any general meeting should submit to such searches or other
security arrangements or restrictions as the board shall consider appropriate
in the circumstances and shall be entitled in its absolute discretion to (or to
authorise some one or more persons to) refuse entry to, or to eject from, such general
meeting any person who fails to submit to such searches or otherwise to comply
with such security arrangements or restrictions.


 


60.          Chairman of
General Meeting


 


(A)                              The chairman (if any) of the board or, in his
absence, the deputy chairman (if any) shall preside as chairman at every
general meeting. If more than one deputy chairman is present they shall agree
amongst themselves who is to take the chair or, if they cannot agree, the
deputy chairman who has been in office as a director longest shall take the
chair.


 


(B)                                lf:-


 


(i)                                     there is no chairman or deputy chairman; or


 


(ii)                                  at any meeting neither the chairman nor any
deputy chairman is present within 15 minutes after the time appointed for the
commencement of the meeting; or


 


(iii)                               neither the chairman nor any deputy chairman
is capable or willing to act as chairman,


 


23

















 


then the senior non-executive director of the company shall act as
chairman of the meeting or (if the senior non-executive director is absent,
incapacitated or unwilling to act) the directors present shall choose one of
their number to act, or if one
director only is present he shall preside as chairman of the meeting if willing
to act.


 


(C)                                If no director is present at a general meeting,
or if each of the directors present declines to take the chair, the persons
present and entitled to vote shall appoint one of their number to be chairman
of the meeting.


 


(D)                               Nothing in these articles shall restrict or
exclude any of the powers or rights of a chairman of a meeting which are given
by law. A chairman selected pursuant to this article will remain chairman
for the duration of the relevant meeting.


 


(E)                                 If the board shall at any time have appointed
joint chairmen, each joint chairman shall preside as chairman at alternate
general meetings of the company, unless the joint chairmen shall otherwise
agree between them.


 


(F)                                 The chairman of a general meeting may nominate
any director present at the meeting to propose any resolution or otherwise facilitate
the conduct of any business concerning the chairman himself.


 


61.                               Orderly Conduct


 


The
chairman of the meeting shall take such action or give directions for such
action to be taken as he thinks fit to promote the orderly conduct of the
business of the meeting as laid down in the notice of the meeting. The chairman’s
decision on points of order, matters of procedure or matters arising
incidentally from the business of the meeting shall be final as shall be his
determination as to whether any point or matter is of such a nature.


 


62.                               Entitlement to Attend and
Speak


 


Each
director shall be entitled to attend and speak at any general meeting of the
company. Any proxy appointed by a member shall also be entitled to speak (and
to vote on a show of hands in accordance with article 67 below) at any
general meeting of the company. The chairman of the meeting may invite any
person to attend and speak at any general meeting of the company where he
considers that this will assist in the deliberations of the meeting.


 


63.                               Adjournments


 


The
chairman of the meeting may at any time without the consent of the meeting
adjourn any meeting (whether or not it has commenced or a quorum is present)
either sine die or to another time or place where it appears to him that (a) the
members entitled to vote and wishing to attend cannot be conveniently
accommodated in the place appointed for the meeting (b) the conduct of
persons present prevents or is likely to prevent the orderly continuation of
business or (c) an adjournment is otherwise necessary so that the business
of the meeting may be properly conducted. In addition, the chairman of the
meeting may at any time with the consent of any meeting at which a quorum
is present (and shall if so directed by the meeting) adjourn the


 


24

















 


meeting
either sine die or to another time or place. When a meeting is adjourned sine
die the time and place for the adjourned meeting shall be fixed by the board.
No business shall be transacted at any adjourned meeting except business which
might properly have been transacted at the meeting had the adjournment not
taken place. Any meeting may be adjourned more than once.


 


64.                               Notice of Adjournment


 


When
a meeting is adjourned for:


 


(i)                                     three months or more, or sine die, notice of
the adjourned meeting shall be given as in the case of an original meeting;


 


(ii)                                  between one and three months, at least seven
clear days’ notice shall be given, specifying the day, time and place of the
adjourned meeting and the general nature of the business to be transacted.


 


Except
where these articles otherwise require. It shall not be necessary to give any
notice of an adjourned meeting or of the business to be transacted at an
adjourned meeting.


 


Amendments


 


65.                               Amendments to Resolutions


 


In
the case of a resolution duly proposed as a special or extraordinary resolution
no amendment thereto (other than an amendment to correct a patent error) may be
considered or voted upon and in the case of a resolution duly proposed as an
ordinary resolution no amendment thereto (other than an amendment to correct a
patent error) may be considered or voted upon unless either at least 48
hours prior to the time appointed for holding the meeting or adjourned meeting
at which such ordinary resolution is to be proposed notice in writing of the
terms of the amendment and intention to move the same has been lodged at the
office or the chairman of the meeting in his absolute discretion decides that
it may be considered or voted upon. With the consent of the chairman of
the meeting, an amendment may be withdrawn by its proposer before it is
put to the vote.


 


66.                               Amendments Ruled Out of Order


 


If
an amendment shall be proposed to any resolution under consideration but shall
be ruled out of order by the chairman of the meeting the proceedings on the
substantive resolution shall not be invalidated by any error in such ruling.


 


Voting


 


67.                               Votes of Members


 


Subject
to any special terms as to voting upon which any shares may be issued or may at
the relevant time be held and to any other provisions of these articles, on a
show of hands every member who is present in person at a general meeting of the
company shall have one vote and


 


25

















 


every
proxy appointed by a member and present at a general meeting of the company
(other than the chairman of the meeting) shall have one vote. On a poll every
member who is present in person or by proxy shall, subject to any special terms
as to voting upon which any shares may be issued or may at the
relevant time be held and to any other provisions of these articles, have one
vote for every share of which he is the holder.


 


68.                               Method of Voting


 


At
any general meeting a resolution put to the vote of the meeting shall be decided
on a show of hands unless (before or on the declaration of the result of the
show of hands) a poll is demanded. Subject to the Companies Acts, a poll may be
demanded by:-


 


(i)                                     the chairman of the meeting; or


 


(ii)                                  at least three members present in person or by
proxy and entitled to vote; or


 


(iii)                               any member or members present in person or by
proxy and representing in the aggregate not less than one-tenth of the total
voting rights of all the members having the right to attend and vote at the
meeting; or


 


(iv)                              any member or members present in person or by
proxy and holding shares conferring a right to attend and vote at the meeting
on which there have been paid up sums in the aggregate equal to not less than
one-tenth of the total sum paid up on all the shares conferring that right.


 


The
chairman of the meeting can also demand a
poll before a resolution is put to the vote on a show of hands.


 


Unless
a poll is so demanded and the demand is not withdrawn, a declaration by the
chairman of the meeting that a resolution on a show of hands has been carried
or carried unanimously or by a particular majority or not carried by a
particular majority or lost shall be conclusive evidence of the fact without
proof of the number or proportion of the votes recorded for or against the resolution.


 


69.                               Procedure if Poll Demanded


 


If
a poll is properly demanded it shall be taken in such manner as the chairman of
the meeting shall direct. The chairman may appoint scrutineers (who need
not be members) and fix a day, time and place for declaring the result of the
poll. The result of the poll shall be deemed to be the resolution of the
meeting at which the poll was demanded.


 


70.                               When Poll to be Taken


 


No
poll may be demanded on the election of the chairman of a meeting. On a
question of adjournment of any meeting, a poll may only be demanded by the
chairman of the meeting and it shall be taken immediately. A poll duly demanded
on any other question shall be taken in such manner and either forthwith or on
such date (being not later than 28 days after the date of the demand) and at
such time and place as the chairman of the meeting shall direct. It shall not


 


26

















 


be
necessary (unless the chairman of the meeting otherwise directs) for notice to
be given of a poll.


 


71.                               Continuance of Other Business
after Poll Demand


 


The
demand for a poll (other than a demand
by the chairman on a question of adjournment) shall not prevent the continuance
of a meeting for the transaction of any business other than the question on
which the poll was demanded, and it may be withdrawn with the consent of
the chairman of the meeting at any time before the close of the meeting or the
taking of the poll, whichever is the earlier, and in that event shall not invalidate
the result of a show of hands declared before the demand was made.


 


72.                               Votes on a Poll


 


On
a poll votes may be given either personally or by proxy. A member may appoint
more than one proxy to attend on the same occasion and if he does he shall
specify the number of shares in respect of which each proxy is entitled to
exercise the related votes and shall ensure that no proxy is appointed to
exercise the votes which any other proxy has been appointed by that member to
exercise. On a poll a member entitled to more than one vote need not, if he
votes, use all his votes or cast all the votes he uses in the same way.


 


73.                               Casting Vote of Chairman


 


In
the case of an equality of votes at a general meeting, whether on a show of
hands or on a poll, the chairman of the meeting shall be entitled to an
additional or casting vote.


 


74.                               Votes of Joint Holders


 


In
the case of joint holders of a share the vote of the senior who tenders a vote,
whether in person or by proxy, shall be accepted to the exclusion of the votes
of the other joint holders and, for this purpose, seniority shall be determined
by the order in which the names stand in the register in respect of the joint
holding.


 


75.                               Voting on Behalf of Incapable
Member


 


A
member in respect of whom an order has been made by any competent court or
official on the ground that he is or may be suffering from mental disorder
or is otherwise incapable of managing his affairs may vote at any general
meeting of the company or at any separate general meeting of the holders of any
class of shares in the company and may exercise any other right
conferred by membership in relation to general meetings by or through any
person authorised in such circumstances to do so on his behalf (and that person
may vote on a poll by proxy), provided that evidence to the satisfaction
of the board of the authority of the person claiming to exercise the right to
vote or such other right has been received at the office (or at such other
place as may be specified in accordance with these articles for the
receipt of appointments of a proxy in writing which are not electronic
communications) not later than the last time at which such an appointment
should have been received in order to be valid for use at that meeting or on
the holding of that poll.


 


27














 


76.          No Right to Vote where Sums
Overdue on Shares


 


No member shall, unless the board otherwise decides, be entitled in
respect of any share held by him to attend or vote (either personally or by
proxy) at any general meeting of the company or at any separate general meeting
of the holders of any class of shares in the company or upon a poll or to
exercise any other right conferred by membership in relation to general
meetings or polls unless all calls or other sums presently payable by him in
respect of that share have been paid.


 


77.          Objections or Errors in
Voting


 


If:-


 


(i)            any objection shall be raised to the
qualification of any voter, or


 


(ii)           any votes have been counted which ought not to
have been counted or which might have been rejected, or


 


(iii)          any votes are not counted which ought to have
been counted,


 


the objection or error shall not vitiate the decision of the meeting or
adjourned meeting or poll on any resolution unless it is raised or pointed out
at the meeting or, as the case may be, the adjourned meeting or poll at which
the vote objected to is given or tendered or at which the error occurs. Any
objection or error shall be referred to the chairman of the meeting and shall
only vitiate the decision of the meeting on any resolution if the chairman
decides that the same may have affected the decision of the meeting. The
decision of the chairman on such matters shall be conclusive.


 


Proxies and Corporate Representatives


 


78.          Appointment and Receipt of
Proxies


 


(A)          The appointment of a proxy shall be in writing signed by the appointor or his duly
authorised attorney or, if the appointor is a corporation, shall either be executed
under its seal or signed by an officer, attorney or other person authorised to
sign it. The board may, but shall not be bound to, require evidence of the
authority of such officer, attorney or other person. In this article references
to in writing include the use of electronic communications subject to such
terms and conditions as the board may decide.


 


(B)           The appointment of a proxy must:-


 


(i)            in the case of an appointment which is not
contained in an electronic communication, be received at the office (or such
other place as may be specified in or by way of note to the notice convening
the meeting or in or by way of note to any notice of any adjournment or, in
either case, in any accompanying document) not less than 48 hours (or such
shorter time as the board may determine or as is specified in such notice or


 


28

















 


instrument of proxy) before the time appointed
for holding the meeting or adjourned meeting at which the person named in the
appointment proposes to vote together with (if required by the board) any
authority under which it is made or a copy of the authority, certified
notarially or in accordance with the Powers of Attorney Act 1971 or in some
other manner approved by the board;


 


(ii)           in the case of an appointment contained in an
electronic communication, where an address has been specified for the purpose
of receiving electronic communications in or by way of note to the notice
convening the meeting or in or by way of note to any notice of any adjournment
or, in either case, in any accompanying document or in any electronic
communication issued by or on behalf of the company, be received at such
address not less than 48 hours (or such shorter time as the board may determine
or as is specified in such notice or instrument of proxy) before the time
appointed for holding the meeting or adjourned meeting at which the person
named in the appointment proposes to vote. Any authority pursuant to which an
appointment contained in an electronic communication is made or a copy of the
authority, certified notarially or in accordance with the Powers of Attorney
Act 1971 or in some other manner approved by the board, must, if required by
the board, be received at the office (or such other place as may be specified
in the notice convening the meeting or in any notice of any adjournment or, in
either case, in any accompanying document) not less than 48 hours (or such
shorter time as the board may determine or as is specified in such notice or
instrument of proxy) before the time appointed for holding the meeting or
adjourned meeting at which the person named in the appointment proposes to vote;
or


 


(iii)          in the case of a poll taken subsequently to
the date of the meeting or adjourned meeting, be received as aforesaid not less
than 24 hours (or such shorter time as the board may determine) before the time
appointed for the taking of the poll,


 


and an appointment of a proxy which is not, or in respect of which the
authority or copy thereof is
not, received in a manner so permitted shall be invalid, unless the board
waives compliance with this provision. When two or more valid but differing
appointments of a proxy are received in respect of the same share for use at
the same meeting or poll, the one which is last received (regardless of its
date or of the date of its signature) shall be treated as replacing and
revoking the others as regards that share; if the company is unable to
determine which was last received, none of them shall be treated as valid in
respect of that share. The appointment of a proxy shall not preclude a member
from attending and voting in person at the meeting or poll concerned. The
proceedings at a general meeting shall not be invalidated where an appointment
of a proxy in respect of that meeting is delivered in a manner permitted by these articles by electronic
communication, but because of a technical problem it cannot be read by the
recipient.


 


29

















 


79.          Maximum Validity of Proxy


 


No appointment of a proxy shall be valid after 12 months have elapsed
from the date of its receipt save that, unless the contrary is stated in it, an
appointment of a proxy shall be valid for use at an adjourned meeting or a poll
after a meeting or an adjourned
meeting even after 12 months, if it was valid for the original meeting.


 


80.          Form of Proxy


 


The appointment of a proxy shall be in any usual form or in such other
form as the board may approve. The appointment of a proxy shall be deemed to
confer authority to demand or join in demanding a poll and to vote on any
amendment of a resolution put to, or any other business which may properly come
before, the meeting for which it is given as the proxy thinks fit. The
appointment of a proxy shall, unless the contrary is slated in it, be valid as
well for any adjournment of the meeting as for the meeting to which it relates.


 


81.          Cancellation of Proxy’s
Authority


 


A vote given or poll demanded by a proxy or by the duly authorised
representative of a corporation shall be valid notwithstanding the previous
determination of the authority of the person voting or demanding a poll, unless
notice in writing of the determination was received by the company at the
office (or such other place or address as was specified by the company for the
receipt of appointments of proxy in the notice convening the meeting or in any
notice of any adjournment or, in either case, in any accompanying document) not
later than the last time at which an appointment of a proxy should have been
received in order to be valid for use at the meeting or on the holding of the
poll at which the vote was given or the poll demanded. In this article
references to in writing include the use of electronic communications subject
to such terms and conditions as the board may decide.


 


82.          Board’s Power to Issue
Proxies


 


The board may at the expense of the company send instruments of proxy to
members by post or otherwise (with or without provision for their return
prepaid) for use at any general meeting or at any separate meeting of the
holders of any class of shares, either in blank or nominating in the
alternative any one or more of the board or any other person. If, for the
purpose of any meeting, invitations to appoint as proxy a person, or one of a number of persons specified in the
invitations, are issued at the company’s expense, they shall (without prejudice
to any other provision of these articles or of the Companies Acts permitting
the board to cease or suspend sending notices or other circulars to a member)
be issued to all the members entitled to be sent a notice of the meeting and to
vote at it. The accidental omission to send such an instrument or give such an
invitation to, or the non-receipt by, any member entitled to attend and vote at
a meeting shall not invalidate the proceedings at that meeting.


 


83.          Corporations Acting by
Representatives


 


A corporation (whether or not a company within the meaning of the
Companies Acts) which is a member may, by resolution of its directors or other
governing body, authorise such person (or if, but only if, such corporation is
an approved depositary voting in its capacity as such, persons)


 


30

















 


as it thinks fit to act as its representative (or, as the case may be,
representatives) at any meeting of the company or at any separate meeting of
the holders of any class of shares. Any person so authorised shall be entitled
to exercise the same powers on behalf of a corporation (in respect of that part
of the corporation’s holdings to which the authority relates) as the
corporation could exercise if it were an individual member. The corporation
shall for the purposes of these articles be deemed to be present in person at
any such meeting if a person so authorised is present at it; and all references
to attendance and voting in person shall be construed accordingly. A director,
the secretary or some person authorised for the purpose by the secretary may
require the representative to produce a certified copy of the resolution so
authorising him or such other evidence of his authority reasonably satisfactory
to them before permitting him to exercise his powers.


 


Appointment, Retirement and Removal of Directors


 


84.          Number
of Directors


 


Unless otherwise determined by ordinary resolution of the company, the
directors (disregarding alternate directors) shall be not less than three nor
more than 25 in number.


 


85.          Age of Directors


 


No person shall be disqualified from being appointed or elected as a
director, and no director shall be required to vacate that office, by reason
only of the fact that he has attained the age of 70 years or any other age. It
shall not be necessary by reason of a person’s age to give special notice under
the Companies Acts of any resolution in connection with his election. However,
any director who is of the age of 70 or more shall retire in accordance with
these articles. Where the board convenes any general meeting of the company at
which (to the knowledge of the board) a director will be proposed for election
or re-election who at the date for which the meeting is convened will have
attained the age of 70 years or more, the board shall give notice of his age in
years in the notice convening the meeting or in any document accompanying the
notice, but the accidental omission to do so shall not invalidate any
proceedings, or any election or re-election of that director, at that meeting.


 


86.          Directors’ Shareholding
Qualification


 


No shareholding qualification for directors shall be required.


 


87.          Power of Company to Elect Directors


 


Subject to the provisions of these articles, the company may by ordinary
resolution elect any person who is willing to act to be a director, either to
fill a vacancy or as an addition to the existing board, but so that the total
number of directors shall not at any time exceed any maximum number fixed by or
in accordance with these articles.


 


88.          Power of Board to Appoint Directors


 


Subject to the provisions of these articles, the board may appoint any
person who is willing to act to be a director, either to fill a vacancy or as
an addition to the existing board, but so that the


 


31

















 


total number of directors shall not at any time exceed any maximum
number fixed by or in accordance with these articles. Any director so appointed
shall retire at the next annual general meeting and shall then be eligible for
election but shall not be taken into account in determining the directors or
the number of directors who are to retire by rotation at that meeting.


 


89.          Directors to Retire by
Rotation


 


(A)          At every annual general meeting any director
who was in office at the time of the two previous annual general meetings and
who did not retire at either of them must retire by rotation.


 


(B)           Notwithstanding the provisions of (A), at
least one third of the current directors (the “minimum
number”) must retire as directors at every annual general
meeting. Where the number of current directors is not three or a number
divisible by three, the minimum number will be the number which is nearest to
and less than one third. If there are less than three current directors, they
will all retire.


 


(C)           If the number of directors retiring under (A)
is less than the minimum number, the additional directors to retire will be
those who have been directors longest since they were last elected to the
board. If there are directors who were last elected on the same date, they can
agree on who is to retire. If they do not agree, they must draw lots to decide.


 


(D)          A director who would not otherwise be required
to retire must also retire if:-


 


(i)            he is aged 70 or more at the date of the
meeting; or


 


(ii)           he has been in office, other than as a
director holding an executive position, for a continuous period of nine years
or more at the date of the meeting.


 


(E)           The minimum number and identity of directors
to retire by rotation on each occasion will be determined by reference to the
number and identity of the directors at the start of business on the date of
the notice which convenes the annual general meeting, ignoring for these
purposes:


 


(i)            any director appointed pursuant to article 88
who has not been elected by the company in general meeting;


 


(ii)           any director retiring pursuant to (D); and


 


(iii)          any director known to be retiring, but not
seeking re-election, at the meeting.


 


90.          Power of Removal by Special
Resolution


 


In addition to any power of removal conferred by the Companies Acts, the
company may by special resolution remove any director before the expiration of
his period of office and may (subject to these articles) by ordinary resolution
appoint another person who is willing to act to be a director in his place.


 


32

















 


91.          Persons Eligible as Directors


 


No person other than a director retiring at the meeting (whether by
rotation or otherwise) shall be elected or re-elected a director at any general
meeting unless:-


 


(i)            he is recommended by the board; or


 


(ii)           not less than seven nor more than 40 clear
days before the day appointed for the meeting, notice in writing by a member
qualified to vote at the meeting (not being the person to be proposed) has been
given to the secretary at the office of the intention to propose that person
for election or re-election together with confirmation in writing by that
person of his willingness to be elected or re-elected; the notice shall give
the particulars of that person which would (if he were elected) be required to
be included in the company’s register of directors.


 


92.          Position of Retiring
Directors


 


A director who retires (whether by rotation or otherwise) at an annual
general meeting may, if willing to continue to act, be elected or re-elected.
If he is elected or re-elected he is treated as continuing in office
throughout. If he is not elected or re-elected, he shall retain office until
the end of the meeting or (if earlier) when a resolution is passed to elect
someone in his place or when a resolution to elect or re-elect the director is
put to the meeting and lost.


 


93.          Vacation of Office by
Directors


 


Without prejudice to the provisions for retirement by rotation or
otherwise contained in these articles, the office of a director shall be
vacated if:-


 


(i)            he resigns his office by notice in writing
delivered to or received at the office or tendered at a meeting of the board;
or


 


(ii)           by notice in writing delivered to or received
at the office or tendered at a meeting of the board he offers to resign and the
board resolves to accept such offer; or


 


(iii)          he is an executive director and his
appointment to the relevant office or employment is terminated or expires and
the board resolves that his office be vacated; or


 


(iv)          by notice in writing delivered to or received
at the office or tendered at a meeting of the board, his resignation is
requested by all of the other directors and all of the other directors are not
less than three in number; or


 


(v)           he is or has been suffering from mental ill
health or becomes a patient for the purpose of any statute relating to mental
health and the board resolves that his office is vacated; or


 


33

















 


(vi)          he is absent without the permission of the
board from meetings of the board (whether or not an alternate director
appointed by him attends) for six consecutive months and the board resolves
that his office is vacated; or


 


(vii)         he becomes bankrupt or compounds with his
creditors generally; or


 


(viii)        he is prohibited by law from being a director;
or


 


(ix)           he ceases to be a director by virtue of the
Companies Acts or is removed from office pursuant to these articles.


 


If the office of a director is vacated for any
reason, he shall cease to be a member of any committee or sub-committee of the
board. In this article references to in writing include the use of electronic
communications subject to such terms and conditions as the board may decide.


 


94.          Alternate Directors


 


(A)          Each director may appoint any person to be his
alternate and may at his discretion remove an alternate director so appointed.
If the alternate director is not already a director, the appointment, unless
previously approved by the board, shall have effect only upon and subject to
its being so approved. Any appointment or removal of an alternate director
shall be effected by notice in writing signed by the appointor and delivered to
or received at the office or tendered at a meeting of the board, or in any
other manner approved by the board. An alternate director shall not be required
to hold any shares in the capital of the company and shall not be counted in
reckoning the maximum and minimum numbers of directors allowed or required by
article 84. An alternate director shall be entitled (subject to his giving to
the company an address within the United Kingdom at which notices may be served
upon him) to receive notice of all meetings of the board or of committees of
the board of which his appointor is a member. It shall not be necessary to give
notice of such a meeting to an alternate director who is absent from the United
Kingdom. He shall also be entitled to attend and vote as a director at any such
meeting at which the director appointing him is not personally present and at
such meeting to exercise and discharge all the functions, powers, rights and
duties of his appointor as a director and for the purposes of the proceedings
at such meeting the provisions of these articles shall apply as if he were a
director.


 


(B)           Every person acting as an alternate director
shall (except as regards power to appoint an alternate and remuneration) be
subject in all respects to the provisions of these articles relating to
directors and shall during his appointment be an officer of the company. An
alternate director shall alone be responsible to the company for his acts and
defaults and shall not be deemed to be the agent of or for the director
appointing him. An alternate director may be paid expenses and shall be
entitled to be indemnified by the company to the same extent as if he were a
director. An alternate director shall not be entitled to receive from the
company any fee in his capacity as an alternate director but


 


34

















 


the company shall, if so requested in writing
by the appointor, pay to the alternate director any part of the fees or
remuneration otherwise due to the appointor.


 


(C)           A director or any other person may act as an
alternate director to represent more than one director. Every person acting as
an alternate director shall have one vote for each director for whom he acts as
alternate, in addition to his own vote if he is also a director but he shall
count as only one for the purposes of determining whether a quorum is present.
Signature by an alternate director of any resolution in writing of the board or
a committee of the board shall, unless the notice of his appointment provides
to the contrary, be as effective as signature by his appointor.


 


(D)          An alternate director shall cease to be an alternate
director:-


 


(i)            if his appointor ceases for any reason to be a
director except that, if at any meeting any director retires by rotation or
otherwise but is re-elected at the same meeting, any appointment made by him
pursuant to this article which was in force immediately before his retirement
shall remain in force as though he had not retired; or


 


(ii)           on the happening of any event which if he were
a director would cause him to vacate his office as director; or


 


(iii)          if he resigns his office by notice in writing
to the company.


 


(E)           In this article references to in writing include
the use of electronic communications subject to such terms and conditions as
the board may decide.


 


95.          Chief Executive, Managing and
Executive Directors


 


The board (or any committee authorised by the board) may:


 


(i)            appoint one or more of its body to the office
of chief executive, managing director or joint managing director, or to any
other office (except that of auditor) or employment in the company, for such
period (subject to the Companies Acts) and on such terms as it thinks fit, and
may revoke such appointment (but so that the revocation is without prejudice to
any rights or claims which the person whose appointment is revoked may have
against the company or the company may have against such person by reason of
(or connected with) the revocation);


 


(ii)           permit any person elected or appointed to be a
director to continue in any other office or employment held by the person
before he was so elected or appointed; and


 


(iii)          appoint any director or former director of the
company who, in its opinion, has rendered outstanding service to the company to
be president of the company.


 


35

















 


The president shall not, by virtue of such
office, be deemed a director or be entitled to any remuneration.


 


Fees, Remuneration, Expenses and Pensions


 


96.          Directors’ Fees


 


The directors (other than alternate directors) shall be paid such
remuneration (by way of fee) for their services as directors as may from time
to time be determined by the board. Unless otherwise approved by ordinary
resolution of the company in general meeting, the aggregate of the remuneration
(by way of fee), but excluding special remuneration or other amounts paid under
article 97, of all the directors shall not exceed £1,000,000 for any financial
year of the company (and pro rata
for any shorter or longer period). Such sum (unless otherwise directed by the
resolution of the company by which it is approved) shall be divided among the
directors in such proportions and in such manner as the board may determine or,
in default of such determination, equally. Any fees payable pursuant to this article shall be distinct from
any salary, remuneration or other amounts payable to a director pursuant to any
other provisions of these articles and shall accrue from day to day.


 


97.          Additional Remuneration


 


Any director who by request of the board serves on a committee of the
board, performs special services, or goes or resides abroad for any purposes of
the company, may be paid extra remuneration by way of salary, commission,
percentage of profits or otherwise as the board decides.


 


98.          Expenses and Legal Costs


 


Each director shall be entitled to be repaid all reasonable travelling,
hotel and other expenses properly incurred by him in or about the performance
of his duties as a director, including any expenses incurred in attending
meetings of the board or any committee of the board or general meetings or
separate meetings of the holders of any class of shares or of debentures of the
company. The company may also fund a director’s expenditure on defending
proceedings and may do anything to enable a director to avoid incurring such
expenditure both as provided in the Companies Acts.


 


99.          Power to Pay Pensions and
Gratuities


 


(A)          The board may grant or make provision for
pensions, allowances, gratuities and life assurance, bonuses or other benefits
to or for the benefit of:


 


(i)            any director or former director or other
officer or former officer who holds or has held any executive office or place
of profit with the company or any other company in which the company is or was
interested, or any company or firm or concern whose business or any part
thereof (or control of whose business or any part thereof) has at any time been
acquired by the company or any of its subsidiary undertakings;


 


36

















 


(ii)           the wife or widow, husband or widower, or
other dependant or relation of such director or former director or other
officer of former officer;


 


(iii)          any other employee or former employee of the
company or of any such other company, firm or concern as mentioned in article
99(A)(i);


 


(iv)          the wife or widow, husband or widower, or any
other dependant or relation of any such other employee or former employee;


 


or any class or classes thereof.


 


(B)           Any of the matters in article 99(A) may be
done either alone or in conjunction with any other person or company, and in
such manner as the board thinks fit.


 


(C)           Subject to the provisions of the Companies
Acts, any such director or other person mentioned in sub-paragraphs (i) to (iv)
inclusive of article 99(A) is entitled to receive and retain for his own
benefit any such pension, allowance, gratuity, assurance or other benefit (and
receipt of the same shall not disqualify any person from being or becoming a
director of the company) and any such director may vote as a director in the
exercise of any of the powers conferred by this article 99 notwithstanding that
he is interested therein.


 


Directors’ Interests


 


100.        Permitted Interests and
Voting


 


(A)          Subject to the provisions of the Companies
Acts and of paragraph (J) of this article, no director or proposed or intending
director shall be disqualified by his office from contracting with the company,
either with regard to his tenure of any office or place of profit or as vendor,
purchaser or in any other manner whatever, nor shall any contract in which any
director is in any way interested be liable to be avoided, nor shall any
director who is so interested be liable to account to the company or the
members for any remuneration, profit or other benefit realised by the contract
by reason of the director holding that office or of the fiduciary relationship
thereby established.


 


(B)           A director may hold any other office or place
of profit with the company (except that of auditor) in conjunction with his
office of director for such period (subject to the provisions of the Companies
Acts) and upon such other terms as the board may decide, and may be paid such
extra remuneration for so doing (whether by way of salary, commission,
participation in profits or otherwise) as the board or any committee authorised
by the board may decide, and either in addition to or in lieu of any remuneration
provided for by or pursuant to any other article.


 


(C)           A director may be or become a director or
other officer of, or otherwise interested in, or contract with any company
promoted by the company or in which the company may be interested or as regards
which it has any power of


 


37

















 


appointment, and shall not be liable to
account to the company or the members for any remuneration, profit or other
benefit received by him as a director or officer of or from his interest in or
contract with the other company nor shall any such contract be liable to be
avoided. Subject to the Companies Acts and these articles, the board may also
cause any voting power conferred by the shares in any other company held or
owned by the company or any power of appointment to be exercised in such manner
in all respects as it thinks fit, including the exercise of the voting power or
power of appointment in favour of the appointment of the directors or any of
them as directors or officers of the other company, or in favour of the payment
of remuneration to the directors or officers of the other company. Subject to
the Companies Acts and these articles, a
director may also vote on and be counted in the quorum in relation to
any of such matters.


 


(D)          A director may act by himself or his firm in a
professional capacity for the company (otherwise than as auditor) and he or his
firm shall be entitled to remuneration for professional services as if he were
not a director.


 


(E)           A director shall not vote on or be counted in
the quorum in relation to any resolution of the board concerning his own
appointment, or the settlement or variation of the terms or the termination of
his own appointment, as the holder of any office or place of profit with the
company or any other company in which the company is interested but, where
proposals are under consideration concerning the appointment, or the settlement
or variation of the terms or the termination of the appointment, of two or more
directors to offices or places of profit with the company or any other company
in which the company is interested, a separate resolution may be put in
relation to each director and in that case each of the directors concerned
shall be entitled to vote and be counted in the quorum in respect of each
resolution unless it concerns his own appointment or the settlement or
variation of the terms or the termination of his own appointment or the
appointment of another director to an office or place of profit with a company in
which the company is interested and the director seeking to vote or be counted
in the quorum owns one per cent. or more of it.


 


(F)           Save as otherwise provided by these articles,
a director shall not vote on, or be counted in the quorum in relation to, any
resolution of the board in respect of any contract in which he has an interest
which (taken together with any interest of any person connected with him) is to
his knowledge a material interest and, if he shall do so, his vote shall not be
counted, but this prohibition shall not apply to any resolution where that
material interest arises only from one or more of the following matters:-


 


(i)            the giving to him of any guarantee, indemnity
or security in respect of money lent or obligations undertaken by him or by any
other person at the request of or for the benefit of the company or any of its
subsidiary undertakings;


 


38

















 


(ii)           the giving to a third party of any guarantee,
indemnity or security in respect of a debt or obligation of the company or any
of its subsidiary undertakings for which he himself has assumed responsibility
in whole or in part under a guarantee or indemnity or by the giving of
security;


 


(iii)          the giving to him of any other indemnity where
all other directors are being offered indemnities on substantially the same
terms;


 


(iv)          the funding by the company of his expenditure
on defending proceedings or the doing by the company of anything to enable him
to avoid incurring such expenditure where all other directors are being offered
substantially the same arrangements;


 


(v)           where the company or any of its subsidiary
undertakings is offering securities in which offer the director is or may be
entitled to participate as a holder of securities or in the underwriting or
sub-underwriting of which the director is to participate;


 


(vi)          any contract in which he is interested by
virtue of his interest in shares or debentures or other securities of the
company or by reason of any other interest in or through the company;


 


(vii)         any contract concerning any other company (not
being a company in which the director owns one per cent. or more) in which he
is interested directly or indirectly whether as an officer, shareholder,
creditor or otherwise howsoever;


 


(viii)        any contract concerning the adoption,
modification or operation of a pension fund, superannuation or similar scheme
or retirement, death or disability benefits scheme or employees’ share scheme
which relates both to directors and employees of the company or of any of its
subsidiary undertakings and does not provide in respect of any director as such
any privilege or advantage not accorded to the employees to which the fund or
scheme relates;


 


(ix)           any contract for the benefit of employees of
the company or of any of its subsidiary undertakings under which he benefits in
a similar manner to the employees and which does not accord to any director as
such any privilege or advantage not accorded to the employees to whom the
contract relates; and


 


(x)            any contract for the purchase or maintenance
of insurance against any liability for, or for the benefit of, any director or
directors or for, or for the benefit of, persons who include directors.


 


(G)           A company shall be deemed to be one in which a
director owns one per cent. or more if and so long as (but only if and so long
as) he, taken together with any person connected with him, is to his knowledge
(either directly or indirectly) the


 


39

















 


holder of or beneficially interested in one
per cent. or more of any class of the equity share capital of that company
(calculated exclusive of any shares of that class in that company held as
treasury shares) or of the voting rights available to members of that company.
In relation to an alternate director, an interest of his appointor shall be
treated as an interest of the alternate director without prejudice to any
interest which the alternate director has otherwise.


 


(H)          Where a company in which a director owns one per cent. or more
is materially interested in a contract, he also shall be deemed materially
interested in that contract.


 


(I)            If any question shall arise at any meeting of
the board as to the materiality of the interest of a director (other than the
chairman of the meeting) or as to the entitlement of any director (other than
the chairman of the meeting) to vote or be counted in the quorum and the
question is not resolved by his voluntarily agreeing to abstain from voting or
not to be counted in the quorum, the question shall be referred to the chairman
of the meeting and his ruling in relation to the director concerned shall be
conclusive except in a case where the nature or extent of his interest (so far
as it is known to him) has not been fairly disclosed to the board. If any
question shall arise in respect of the chairman of the meeting, the question
shall be decided by a resolution of the board (for which purpose the chairman
of the meeting shall be counted in the quorum but shall not vote on the matter)
and the resolution shall be conclusive except in a case where the nature or
extent of the interest of the chairman of the meeting (so far as it is known to
him) has not been fairly disclosed to the board.


 


(J)            A director who to his knowledge is in any way,
whether directly or indirectly, interested in a contract with the company shall
declare the nature of his interest at the meeting of the board at which the
question of entering into the contract is first taken into consideration, if he
knows his interest then exists, or in any other case at the first meeting of
the board after he knows that he is or has become so interested. For the
purposes of this article, a general notice to the board by a director to the
effect that (a) he is a member of a specified company or firm and is to be
regarded as interested in any contract which may after the date of the notice
be made with that company or firm or (b) he is to be regarded as interested in
any contract which may after the date of the notice be made with a specified
person who is connected with him, shall be deemed to be a sufficient
declaration of interest under this article in relation to any such contract;
provided that no such notice shall be effective unless either it is given at a
meeting of the board or the director takes reasonable steps to secure that it
is brought up and read at the next board meeting after it is given.


 


(K)          References in this article to a contract
include references to any proposed contract and to any transaction or
arrangement whether or not constituting a contract.


 


40

















 


(L)           Subject to the provisions of the Companies
Acts, the company may by ordinary resolution suspend or relax the provisions of
this article to any extent or ratify any contract not properly authorised by
reason of a contravention of
this article.


 


Powers and Duties of the Board


 


101.        General Powers of Company
Vested in Board


 


Subject to the provisions of the Companies Acts, the memorandum of
association of the company and these articles and to any directions given by
the company in general meeting by special resolution, the business of the
company shall be managed by the board which may exercise all the powers of the
company whether relating to the management of the business of the company or not.
No alteration of the memorandum of association or these articles and no special
resolution shall invalidate any prior act of the board which would have been
valid if that alteration had not been made or that resolution had not been
passed. The powers given by this article shall not be limited by any special
power given to the board by any other article


 


102.        Borrowing Powers


 


(A)          The board may exercise all the powers of the
company to borrow money and to mortgage or charge all or any part of the
undertaking, property and assets (present and future) and uncalled capital of
the company, to issue debentures, debenture stock and other securities and to
give security, whether outright or as collateral security, for any debt,
liability or obligation of the company or of any third party.


 


(B)           The board shall restrict the borrowings of the
company and exercise all voting and other rights or powers of control
exercisable by the company in relation to its subsidiaries so as to secure (but
as regards its subsidiaries only in so far as by the exercise of the rights or
powers of control the board can secure) that the aggregate principal amount
from time to time outstanding of all net external borrowings by the company and
its subsidiaries shall not at any time without the previous sanction of an
ordinary resolution of the company exceed an amount equal to two times the
adjusted capital and reserves.


 


For the purposes of this paragraph of this
article:-


 


(i)            “the adjusted capital and
reserves” means the aggregate from time to time of:-


 


(a)           the amount paid up or credited as paid up on
the issued share capital of the company (including any shares held as treasury
shares);


 


(b)           the amount standing to the credit of the
reserves of the group, including any share premium account, capital redemption
reserve and credit balance on profit and loss account; and


 


41

















 


(c)           an amount of £1,562,000,000 representing
goodwill arising on acquisitions prior to 1 July 1998 of subsidiaries, related companies
and businesses which remained within the group at 30 June 2004 and which has
been written off against share capital and reserves.


 


(a) and (b) above as shown by
the then latest audited balance sheet of the group but after:-


 


(d)           deducting from the aggregate amount any debit
balance on profit and loss account subsisting at the date of that audited balance
sheet except to the extent that a deduction has already been made on that
account;


 


(e)           excluding the effects on the reserves of the
group in that audited balance sheet of the recognition of any post employment
net assets or net liabilities reflected in accordance with any applicable
accounting standards; and


 


(f)            making such adjustments as may be appropriate
to reflect any variation in the amount of the paid up share capital, share premium
account, capital redemption reserve or other reserve since the date of that
audited balance sheet.


 


If any issue or proposed issue of shares by
the company for cash has been or becomes unconditionally underwritten, then
those shares shall be deemed to have been issued and the amount (including any
premium) of the subscription moneys payable in respect thereof shall (provided
such subscription moneys are payable not later than three months after the date
of allotment) be deemed to have been paid up on the date when those shares
become unconditionally underwritten but only to the extent of the underwriters’
liability to the company in respect of the subscription moneys;


 


(ii)           “net external borrowings”
means external borrowings less:-


 


(a)           cash at bank and liquid resources; and


 


(b)           any other assets which would be included in short
term investments,


 


in each case as shown in a consolidated
balance sheet of the group prepared on the date of the relevant calculation in
accordance with the principles with which the then latest audited balance sheet
of the group was prepared;


 


42

















 


(iii)          “external borrowings”
does not include:-


 


(a)           borrowings owing by one member of the group to
another member of the group;


 


(b)           borrowings incurred by any member of the group
for the purpose of repaying within six months of the borrowing the whole or any
part of any borrowings of that or any other member of the group outstanding at
the relevant time, pending their application for that purpose within that
period;


 


(c)           borrowings incurred by any member of the group
for the purpose of financing any contract in respect of which any part of the
price receivable under the contract by that or any other member of the group is
guaranteed or insured by the Export Credits Guarantee Department or by any
other governmental department or agency fulfilling a similar function, up to an
amount equal to that part of the price receivable under the contract which is
so guaranteed or insured;


 


(d)           borrowings of, or amounts secured on assets of,
an undertaking which became a member of the group after the date as at which the
latest audited balance sheet was prepared, to the extent their amount does not
exceed their amount immediately after it became such a member; or


 


(e)           the minority proportion of moneys borrowed by
a partly-owned member of the group and not owing to another member of the group;


 


(iv)          when the aggregate principal amount of
borrowings required to be taken into account on any particular date is being
ascertained, any particular borrowing then outstanding which is denominated or
repayable in a currency other than sterling shall be notionally converted into
sterling at the rate of exchange prevailing in London on the last business day
before that date or, if it would result in a lower figure, at the rate of
exchange prevailing in London on the last business day six months before that
date and so that for these purposes the rate of exchange shall be taken as the
spot rate in London recommended by a London clearing bank, selected by the
board, as being the most appropriate rate for the purchase by the company of
the currency in question for sterling on the day in question;


 


(v)           if the amount of the adjusted capital and
reserves is being calculated in connection with a transaction involving a
company becoming or ceasing to be a member of the group, the amount is to be
calculated as if the transaction had already occurred;


 


43

















 


(vi)          “audited balance sheet”
means the audited balance sheet of the company prepared for the purposes of the
Companies Acts for a financial year unless an audited consolidated balance
sheet dealing with the state of affairs of the group required to be dealt with
in group accounts has been prepared for those purposes for the same financial
year, in which case it means that audited consolidated balance sheet, and in
that case all references to reserves and profit and loss account shall be deemed
to be references to consolidated reserves and consolidated profit and loss
account respectively;


 


(vii)         the company may from time to time change the
accounting convention on which the audited balance sheet is based provided that
any new convention adopted complies with the requirements of the Companies
Acts; if the company should prepare its primary audited balance sheet on the
basis of one convention, but a supplementary audited balance sheet on the basis
of another, the primary audited balance sheet shall be taken as the audited
balance sheet;


 


(viii)        “the group”
means the company, its subsidiaries and any other entity the accounts of which
are required to be consolidated with the accounts of the company and its
subsidiaries;


 


(ix)           “the minority proportion”
means a proportion equal to the
proportion of the issued share capital of a partly-owned member of the group
which is not attributable to a member of the group; and


 


(x)            a certificate or report by the auditors as to
the amount of the adjusted capital and reserves or the amount of any borrowings
or to the effect that the limit imposed by this article has not been or will
not be exceeded at any particular time or times shall be conclusive evidence of
that amount or of that fact.


 


103.        Agents


 


(A)          The board can appoint anyone as the company’s
attorney by granting a power of attorney or by authorising them in some other
way. Attorneys can either be appointed directly by the board or the board can
give someone else the power to select attorneys. The board or the persons who
are authorised by it to select attorneys can decide on the purposes, powers,
authorities and discretions of attorneys. But they cannot give an attorney any
power, authority or discretion which the board does not have under these
articles.


 


(B)           The board can decide how long a power of
attorney will last for and attach any conditions to it. The power of attorney
can include any provisions which the board decides on for the protection and
convenience of anybody dealing with the attorney. The power of attorney can
allow the attorney to grant any or all of his power, authority or discretion to
any other person.


 


44

















 


(C)           The board can:-


 


(i)            delegate any of its authority, powers or
discretions to any manager or agent of the company;


 


(ii)           allow managers or agents to delegate to
another person;


 


(iii)          remove any people it has appointed in any of
these ways; and


 


(iv)          cancel or change anything that it has
delegated, although this will not affect anybody who acts in good faith who has
not had any notice of any cancellation or change.


 


Any appointment or delegation by the board
which is referred to in this article can be on any conditions decided on by the
board.


 


(D)          The ability of the board to delegate under
this article applies to all its powers and is not limited because certain
articles refer to powers being exercised by the board or by a committee
authorised by the board while other articles do not.


 


(E)           Without prejudice to any powers of delegation granted
to the directors elsewhere under these articles, the board may make such
arrangements as it thinks fit for the management and transaction of the company’s
affairs in the United Kingdom, the Republic of Ireland and elsewhere, and may
for that purpose appoint local boards, managers and agents and delegate to them
upon such terms and conditions as the board thinks fit any of the powers of the
board (other than the power to borrow and make calls) with power to
sub-delegate, and may authorise them to fill any vacancies in their number or
to act notwithstanding any vacancies.


 


104.        Delegation to Individual
Directors


 


The board may entrust to and confer upon any director any of its powers,
authorities and discretions (with power to sub-delegate) upon such terms and
conditions and with such restrictions as it thinks fit, and either collaterally
with, or to the exclusion of, its own powers, authorities and discretions and
may from time to time revoke or vary all or any of them but no person dealing
in good faith and without notice of the revocation or variation shall be
affected by it. The power to delegate contained in this article shall be
effective in relation to the powers, authorities and discretions of the board
generally and shall not be limited by the fact that in certain articles, but
not in others, express reference is made to particular powers, authorities or
discretions being exercised by the board or by a committee authorised by the
board.


 


105.        Official Seals


 


The company may exercise all the powers conferred by the Companies Acts
with regard to having official seals and those powers shall be vested in the
board.


 


45

















 


106.        Branch Registers


 


The board may direct the company to keep, in any part of the world
outside the United Kingdom in which the company transacts business, a branch
register or registers of members resident in such territory, and the board may
(subject to the provisions of the Companies Acts) make and vary such
regulations as it thinks fit regarding the keeping of any such register or
registers, provided that if there are in issue any uncertificated shares such
regulations shall be consistent with the Uncertificated Securities Regulations.


 


107.        Provision for Employees


 


The board may exercise any power conferred by the Companies Acts to make
provision for the benefit of persons employed or formerly employed by the
company or any of its subsidiaries in connection with the cessation or the
transfer to any person of the whole or part of the undertaking of the company
or that subsidiary.


 


Proceedings of the Board


 


108.        Board Meetings


 


The board may meet for the despatch of business, adjourn and otherwise
regulate its meetings as it thinks fit. A meeting of the board may be called on
reasonable notice by (and shall be so called by the secretary at the
requisition of) any of the following:


 


(A)          the chairman or the joint chairmen (or either
of them);


 


(B)           the vice-chairman or the joint vice-chairmen
(or either of them);


 


(C)           the deputy chairman or the joint deputy
chairmen (or either of them);


 


(D)          the chief executive;


 


(E)           the managing director (or any joint managing
director); or


 


(F)           any two directors.


 


109.        Notice of Board Meetings


 


Notice of a board meeting shall be deemed to be properly given to a
director if it is given to him personally or by word of mouth or sent in
writing to him at his last known address or any other address given by him to
the company for this purpose. A director absent or intending to be absent from
the United Kingdom or the Republic of Ireland may request the board that
notices of board meetings shall during his absence be sent in writing to him at
an address given by him to the company for this purpose, but such notices need
not be given any earlier than notices given to directors not so absent and if
no request is made to the board it shall not be necessary to give notice of a
board meeting to any director who is absent from the United Kingdom or the
Republic of Ireland at the relevant time. A director may waive notice of any
meeting either


 


46

















 


prospectively or retrospectively. In this article references to in
writing include the use of electronic communications subject to such terms and
conditions as the board may decide.


 


110.        Quorum


 


The quorum necessary for the transaction of the business of the board
may be fixed by the board but shall not be less than three. Subject to the
provisions of these articles, any director who ceases to be a director at a
board meeting may continue to be present and to act as a director and be
counted in the quorum until the termination of the board meeting if no other
director objects and if otherwise a quorum of directors would not be present.


 


111.        Directors below Minimum
through Vacancies


 


The continuing directors or a sole continuing director may act
notwithstanding any vacancy in their number but, if and so long as the number
of directors is reduced below the minimum number fixed by or in accordance with
these articles or is below the number fixed by or in accordance with these
articles as the quorum or there is only one continuing director, the continuing
directors or director may act for the purpose of filling vacancies or of
summoning general meetings of the company but not for any other purpose. If
there are no directors or director able or willing to act, then any two members
(excluding any member holding shares as treasury shares) may summon a general
meeting for the purpose of appointing directors.


 


112.        Appointment of Chairman,
Vice-Chairman and Deputy Chairman


 


The board may appoint a chairman or joint chairmen and, if it thinks
fit, a vice-chairman or joint vice-chairmen and a joint deputy chairman or
deputy chairmen of its meetings and determine the period for which they
respectively are to hold office. If there are joint chairmen at any time, they
shall, unless otherwise determined by the board, chair alternate meetings of
the board. If no chairman, vice-chairman or deputy chairman is appointed, or
none is present within five minutes after the time fixed for holding any
meeting, the directors present may choose one of their number to act as
chairman of the meeting. If more than one person is appointed as vice-chairman
or deputy chairman, and a dispute arises as to which of them shall be chairman
the directors present shall determine which person is to act as chairman.


 


113.        Competence of Meetings


 


A meeting of the board at which a quorum is present shall be competent
to exercise all the powers, authorities and discretions vested in or exercisable
by the board.


 


114.        Voting


 


Questions arising at any meeting shall be determined by a majority of
votes. In the case of an equality of votes the chairman of the meeting shall
have a second or casting vote.


 


115.        Delegation to Committees


 


(A)          The board may delegate any of its powers,
authorities and discretions (with power to sub-delegate) for such time, on such
terms and subject to such


 


47

















 


conditions as it thinks fit to any committee, consisting of such person or
persons (whether a member or members of its body or not) as it thinks fit. Any
committee so formed may exercise its powers to sub-delegate by sub-delegating
to any person or persons (whether or not a member of the board or of the
committee).


 


(B)           Any committee so formed shall, in the exercise
of the powers, authorities and discretions so delegated, conform to any
regulations which may be imposed on it by the board. The meetings and
proceedings of any committee consisting of three or more members shall be
governed by the provisions contained in these articles for regulating the
meetings and proceedings of the board so far as the same are applicable and are
not superseded by any regulations imposed by the board.


 


(C)           The power to delegate contained in this
article shall be effective in relation to the powers, authorities and
discretions of the board generally and shall not be limited by the fact that in
certain articles, but not in others, express reference is made to particular
powers, authorities or discretions being exercised by the board or by a
committee authorised by the board.


 


116.        Participation in Meetings by
Telephone


 


All or any of the members of the board may participate in a meeting of
the board by means of a conference telephone or any communication equipment
which allows all persons participating in the meeting to speak to and hear each
other. A person so participating shall be deemed to be present in person at the
meeting and shall be entitled to vote or be counted in a quorum accordingly.


 


117.        Resolution in Writing


 


A resolution in writing signed by a majority of the directors who are at
the relevant time entitled to receive notice of a meeting of the board or a
committee of the board and who would be entitled to vote on the resolution at a
meeting of the board or a meeting of a committee of the board (if that number
is sufficient to constitute a quorum) shall be as valid and effectual as a
resolution passed at a meeting of the board (or, as the case may be, of that
committee) properly called and constituted. The resolution may be contained in
one document or in several documents in like form each signed by one or more of
the directors concerned. In this article references to in writing include the
use of electronic communications subject to such terms and conditions as the
board may decide.


 


118.        Validity of Acts of Board or
Committee


 


All acts done by the board or by any committee or sub-committee of the
board or by any person acting as a director or member of a committee or sub-committee
shall, notwithstanding that it is afterwards discovered that there was some
defect in the appointment of any member of the board or committee or
sub-committee or person so acting or that they or any of them were disqualified
from holding office or had vacated office or were not entitled to vote, be as
valid as if each such member or person had been properly appointed and was
qualified and had


 


48

















 


continued to be a director or member of the committee or sub-committee
and had been entitled to vote.


 


Secretary


 


119.        Appointment and Removal of
the Secretary


 


(A)          Subject to the provisions of the Companies
Acts, the secretary shall be appointed by the board for such term and upon such
conditions as the board may think fit, and any secretary so appointed may be
removed by the board. The company secretary shall receive such remuneration as
the board or any committee authorised by the board for these purposes shall
decide.


 


(B)           The board may also appoint one or more deputy
secretaries or joint, assistant or acting secretaries for such term and upon
such conditions as it thinks fit; any deputy, joint, assistant or acting
secretary so appointed may be removed by the board.


 


(C)           Any provision of the Companies Act or these
articles requiring or authorising a thing to be done by or to a director and
the secretary shall not be satisfied by its being done by or to the same person
acting both as director and as, or in place of, the secretary.


 


120.        Authentication of Documents


 


(A)          Any director or the secretary or any person
appointed by the board for the purpose, has the power to authenticate any
documents affecting the constitution of the company and any resolutions passed
by the company or the board or any committee of the board and any books,
records, documents and accounts relating to the business of the company, and to
certify copies or extracts as true copies or extracts. Where any books,
records, documents or accounts are elsewhere than at the office, the officer or
local manager of the company having custody of such books, records, documents
or accounts is deemed to be a person appointed by the board for these purposes.


 


(B)           A document purporting to be a copy of a
resolution, or an extract from the minutes of a meeting of the company or of
the board or of any committee, which is certified as such in accordance with
article 120(A) is conclusive evidence in favour of all persons dealing with the
company on the faith of the document that the resolution has been duly passed
or, as the case may be, that the extract is a true and accurate record of
proceedings at a duly constituted meeting.


 


Seals


 


121.        Use of Seals


 


The board shall provide for the custody of every seal of the company. A
seal shall only be used by the authority of the board or of a committee of the
board authorised by the board in that


 


49

















 


behalf. Subject as otherwise provided in these articles, and to any
resolution of the board or committee of the board dispensing with the
requirement for counter-signature on any occasion, any instrument to which the
common seal is applied shall be signed by at least one director and the
secretary, or by at least two directors or by such other person or persons as
the board may approve. Any instrument to which an official seal is applied need
not, unless the board otherwise decides or the law otherwise requires, be
signed by any person.


 


122.        Seal for Use Abroad


 


The company may have:


 


(A)          an official seal kept by virtue of the
Companies Acts; and


 


(B)           an official seal for use abroad under the
provisions of the Companies Acts, where and as the board determines, and the
company may by writing under the seal appoint any agent or committee abroad to
be the duly authorised agents of the company for the purpose of affixing and
using such official seal and may impose such restrictions on its use as the
board thinks fit.


 


Dividends and Other Payments


 


123.        Declaration of Dividends by
Company


 


The company may by ordinary resolution from time to time declare
dividends in accordance with the respective rights of the members, but no
dividend shall exceed the amount recommended by the board.


 


124.        Payment of Interim and Fixed
Dividends by Board


 


Subject to the provisions of the Companies Acts, the board may pay such
interim dividends as appear to the board to be justified by the financial
position of the company and may also pay any dividend payable at a fixed rate
at intervals settled by the board whenever the financial position of the company,
in the opinion of the board, justifies its payment. If the board acts in good
faith, it shall not incur any liability to the holders of any shares for any
loss they may suffer in consequence of the payment of an interim or fixed
dividend on any other class of shares ranking pari passu with or after those
shares.


 


125.        Calculation and Currency of
Dividends


 


Except in so far as the rights attaching to, or the terms of issue of,
any share otherwise provide:-


 


(i)            all dividends shall be declared and paid according
to the amounts paid up on the share in respect of which the dividend is paid,
but no amount paid up on a share in advance of calls shall be treated for the
purposes of this article as paid up on the share;


 


50

















 


(ii)           all dividends shall be apportioned and paid
pro rata according to the amounts paid up on the share during any portion or portions of the period in
respect of which the dividend is paid; and


 


(iii)          dividends may be declared or paid in any currency.


 


The board shall decide, in accordance with article 126, the basis of
conversion for any currency conversions that may be required and how any costs
involved are to be met.


 


126.        Payment of Dividends in
Foreign Currencies


 


(A)          The board may in its discretion make provisions to enable such approved depositaries
and/or members as the board shall from time to time determine to receive
dividends duly declared in a currency or currencies other than sterling. For
the purposes of the calculation of the amount receivable in respect of any dividend, the rate of exchange to
be used to determine the foreign currency equivalent of any sum payable as a
dividend shall be such market rate selected by the board as they shall consider
appropriate ruling at the close of business in London on the date which is the
business day last preceding:


 


(i)            in the case of a dividend to be declared by
the company in general meeting, the date on which the board publicly announces
its intention to recommend that dividend; and


 


(ii)           in the case of any other dividend, the date on
which the board publicly announces its intention to pay that dividend.


 


(B)           Where an approved depositary has elected or
agreed to receive dividends in a foreign
currency, the board may in its discretion approve the entering into of arrangements
with the approved depositary to enable payment of the dividend in such foreign
currency for value on the date on which the relevant dividend is paid, or on
such other date as the board may determine.


 


127.        Amounts Due on Shares may be
Deducted from Dividends


 


The board may deduct from any dividend or other moneys payable to a
member by the company on or in respect of any shares all sums of money (if any)
presently payable by him to the company on account of calls or otherwise in
respect of shares of the company. Sums so deducted can be used to pay amounts
owing to the company in respect of the shares.


 


128.        No Interest on Dividends


 


Subject to the rights attaching to, or the terms of issue of, any
shares, no dividend or other moneys payable by the company on or in respect of
any share shall bear interest against the company.


 


51

















 


129.        Payment Procedure


 


(A)          Any dividend or other sum payable in cash by
the company in respect of a share may be paid by cheque, warrant or similar
financial instrument sent by post addressed to the holder at his registered
address or, in the case of an approved depositary (subject to the approval of
the board), to such persons and addresses as the approved depositary may notify
or, in the case of joint holders, addressed to the holder whose name stands
first in the register in respect of the shares at his address as appearing in
the register or addressed to such person and at such address as the holder or
joint holders may in writing direct.


 


(B)           Every cheque, warrant or similar financial
instrument shall, unless the holder or joint holders otherwise direct, be made
payable to the holder or, in the case of joint holders, to the holder whose
name stands first on the register in respect of the shares, and shall be sent
at his or their risk and payment of the cheque, warrant or similar financial
instrument by the financial institution on which it is drawn shall constitute a
good discharge to the company. In addition, any such dividend or other sum may
be paid by any bank or other funds transfer system or such other means
including, in respect of uncertificated shares, by means of the facilities and
requirements of a relevant system and to or through such person as the holder
or joint holders may in writing direct and the company may agree, and the
making of such payment shall be a good discharge to the company and the company
shall have no responsibility for any sums lost or delayed in the course of
payment by any such system or other means or where it has acted on any such
directions and accordingly, payment by any such system or other means shall
constitute a good discharge to the company.


 


(C)           Any one of two or more joint holders may give
effectual receipts for any dividends or other moneys payable or property
distributable on or in respect of the shares held by them. Where a person is
entitled by transmission to a share, any dividend or other sum payable by the
company in respect of the share may be paid as if he were a holder of the share and his address
noted in the register were his registered address and where two or more persons
are so entitled, any one of them may give effectual receipts for any dividends
or other moneys payable or property distributable on or in respect of the
shares.


 


130.        Uncashed Dividends


 


The company may cease to send any cheque, warrant or similar financial
instrument through the post or to employ any other means of payment, including
payment by means of a relevant system, for any dividend payable on any shares
in the company which is normally paid in that manner on those shares if in
respect of at least two consecutive dividends payable on those shares the
cheques, warrants or similar financial instruments have been returned undelivered
or remain uncashed during or at the end of the period for which the same are
valid or that means of payment has failed. In addition, the company may cease
to send any cheque, warrant or similar financial instrument through the post or
may cease to employ any other means of payment if, in respect of one dividend
payable on those shares, the cheque, warrant or similar financial instrument
has been returned undelivered or remains uncashed during or at the end of


 


52

















 


the period for which the same is valid or that means of payment has
failed and reasonable enquiries have failed to establish any new address or
account of the holder. Subject to the provisions of these articles, the company
must recommence sending cheques, warrants or similar financial instruments or
employing such other means in respect of dividends payable on those shares if
the holder or person entitled by transmission requests such recommencement in
writing.


 


131.        Forfeiture of Unclaimed Dividends


 


All dividends or other sums payable on or in respect of any shares which
remain unclaimed may be invested or otherwise made use of by the board for the
benefit of the company until claimed. Any dividend or other sum unclaimed after
a period of 12 years from the date when it was declared or became due for
payment shall be forfeited and shall revert to the company unless the board
decides otherwise and the payment by the board of any unclaimed dividend or
other sum payable on or in respect of a share into a separate
account shall not constitute the company a trustee in respect of it.


 


132.        Dividends Not in Cash


 


Any general meeting declaring a dividend may, upon the recommendation of
the board, by ordinary resolution direct that it shall be satisfied wholly or
partly by the distribution of assets, and in particular of paid up shares or
debentures of any other company, and where any difficulty arises in regard to
the distribution the board may settle it as it thinks expedient, and in
particular may authorise any person to sell and transfer any fractions or may
ignore fractions altogether, and may fix the value for distribution purposes of
any assets or any part thereof to be distributed and may determine that cash
shall be paid to any members upon the footing of the value so fixed in order to
secure equality of distribution and may vest any assets to be distributed in
trustees as may seem expedient to the board.


 


133.        Dividend Reinvestment Plans


 


The board may from time to time make available to members the
opportunity to participate in a dividend reinvestment plan or similar scheme.


 


Capitalisation of Reserves


 


134.        Power to Capitalise Reserves
and Funds


 


The company may, upon the recommendation of the board, at any time and
from time to time pass an ordinary resolution to the effect that it is
desirable to capitalise all or any part of any amount standing to the credit of
any reserve or fund (including the profit and loss account) at the relevant
time whether or not the same is available for distribution and accordingly that
the amount to be capitalised be set free for distribution among the members or
any class of members who would be entitled to it if it were distributed by way
of dividend and in the same proportions, on the footing that it is applied either
in or towards paying up the amounts unpaid at the relevant time on any shares in
the company held by those members respectively or in paying up in full unissued
shares, debentures or other obligations of the company to be allotted


 


53

















 


and distributed credited as fully paid up among those members, or partly
in one way and partly in the other, but so that, for the purposes of this
article:


 


(i)            a share premium account and a capital
redemption reserve, and any reserve or fund representing unrealised profits,
may be applied only in paying up in full unissued shares of the company; and


 


(ii)           where the amount capitalised is applied in
paying up in full unissued shares, the company will also be entitled to participate
in the relevant distribution in relation to any shares of the relevant class
held by it as treasury shares and the proportionate entitlement of the relevant
class of members to the distribution will be calculated accordingly.


 


The board may authorise any person to enter into an agreement with the
company on behalf of the persons entitled to participate in the distribution
and the agreement shall be binding on those persons.


 


135.        Settlement of Difficulties in
Distribution


 


Where any difficulty arises in regard to any distribution of any
capitalised reserve or fund the board may settle the matter as it thinks
expedient and in particular may authorise any person to sell and transfer any
fractions or may resolve that the distribution should be as nearly as may be
practicable in the correct proportion but not exactly so or may ignore
fractions altogether, and may determine that cash payments shall be made to any
members in order to adjust the rights of all parties, as may seem expedient to
the board.


 


Record Dates


 


136.        Power to Choose Any Record
Date


 


Notwithstanding any other provision of these articles, the company or
the board may fix any date as
the record date for any dividend, distribution, allotment or issue and such
record date may be on or at any time before or after any date on which the
dividend, distribution, allotment or issue is declared, paid or made. The power
to fix any such record date shall include the power to fix a time on the chosen
date.


 


Accounting Records and Summary Financial Statements


 


137.        Records to be Kept


 


The board shall cause to be kept accounting records sufficient to show
and explain the company’s transactions, and such as to disclose with reasonable
accuracy at any time the financial position of the company at that time, and
which accord with the Companies Acts.


 


54

















 


138.        Inspection of Records


 


No member in his capacity as such shall have any right of inspecting any
accounting record or book or document of the company except as conferred by
law, ordered by a court of competent jurisdiction or authorised by the board or
by ordinary resolution of the company.


 


139.        Summary Financial Statements


 


The company may send summary financial statements to members of the
company instead of copies of its full accounts and reports and for the purposes
of this article sending includes using electronic communications and
publication on a website in accordance with the Companies Acts.


 


Service of Notices and Documents


 


140.        Service of Notices


 


Any notice or document (including a share certificate) may be served on
or sent or delivered to any member by the company either personally or by
sending it through the post addressed to the member at his registered address
or by leaving it at that address addressed to the member or by means of a
relevant system or, where appropriate, by sending it using electronic
communications to an address notified by the member concerned to the company
for that purpose or by publication on a website in accordance with the
Companies Acts or by any other means authorised in writing by the member
concerned. In the case of joint holders of a share, service, sending or
delivery of any notice or document on or to one of the joint holders shall for
all purposes be deemed a sufficient
service on or sending or delivery to all the joint holders.


 


141.        Record Date for Service


 


Any notice or document may be served, sent or delivered by the company
by reference to the register as it stands at any time not more than 28 days
before the date of service, sending or delivery. No change in the register
after that time shall invalidate that service, sending or delivery. Where any
notice or document is served on or sent or delivered to any person in respect
of a share in accordance with these articles, no person deriving any title or
interest in that share shall be entitled to any further service, sending or
delivery of that notice or document.


 


142.        Members Resident Abroad or on
branch registers


 


(A)          Any member whose registered address is not
within the United Kingdom or the Republic of Ireland and who gives to the
company a postal address within the United Kingdom or the Republic of Ireland
at which notices or documents may be served upon, or delivered to, him shall be
entitled to have notices or documents served on or sent or delivered to him at
that address. Any member whose registered address is not within the United
Kingdom or the Republic of Ireland and who gives to the company an address for
the purposes of electronic communications may, at the absolute discretion of
the board, have notices or documents sent to him at that address. Otherwise, a
member whose registered


 


55

















 


address is not within the United Kingdom or
the Republic of Ireland shall not be entitled to receive any notice or document
from the company.


 


(B)           For a member registered on a branch register,
notices or documents can be posted or despatched in the United Kingdom or in
the country where the branch register is kept.


 


143.        Service of Notice on Person
Entitled by Transmission


 


A person who is entitled by transmission to a share, upon supplying the
company with a postal address within the United Kingdom or the Republic of
Ireland for the service of notices shall be entitled to have served upon or
delivered to him at such address any notice or document to which he would have
been entitled if he were the holder of that share. A person who is entitled by
transmission to a share, upon supplying the company with an address for the purposes
of electronic communications for the service of notices may, at the absolute
discretion of the board, have sent to him at such address any notice or
document to which he would have been entitled if he were the holder of that
share. In either case, such service, sending or delivery shall for all purposes
be deemed a sufficient service, sending or delivery of such notice or document
on all persons interested (whether jointly with or as claimants through or
under him) in the share. Otherwise, any notice or other document served on or
sent or delivered to any member pursuant to these articles shall,
notwithstanding that the member is then dead or bankrupt or that any other
event giving rise to the transmission of the share by operation of law has
occurred and whether or not the company has notice of the death, bankruptcy or
other event, be deemed to have been properly served, sent or delivered in
respect of any share registered in the name of that member as sole or joint
holder.


 


144.        When Notice Deemed Served


 


Any notice or document, if sent by the company by post, shall be deemed
to have been served or delivered on the day following that on which it was put
in the post if first class post was used or 72 hours after it was posted if first class post was not used and,
in proving service or delivery, it shall be sufficient to prove that the notice
or document was properly addressed, prepaid and put in the post. Any notice or
document not sent by post but left by the company at a registered address or at
an address (other than an address for the purposes of electronic
communications) notified to the company in accordance with these articles by a
person who is entitled by transmission to a share shall be deemed to have been
served or delivered on the day it was so left. Any notice or document served or
delivered by the company by means of a relevant system shall be deemed to have
been served or delivered when the company or any sponsoring system-participant
acting on its behalf sends the issuer-instruction relating to the notice or
document. Any notice or document sent by the company using electronic
communications shall be deemed to have been received on the day following that
on which it was sent. A notice or other document placed on the company’s
website or websites shall be deemed to have been received on the day following
that on which a notice of
availability was sent. Proof that a notice or document contained in an
electronic communication was given or sent in accordance with current guidance
issued by the Institute of Chartered Secretaries and Administrators shall be
conclusive evidence that the notice or document was given or sent. Any notice
or document served, sent or delivered by the company by any other means
authorised in writing by the


 


56

















 


member concerned shall be deemed to have been served, received or
delivered when the company has carried out the action it has been authorised to
take for that purpose.


 


145.        Notice When Post Not
Available


 


If at any time by reason of the suspension or curtailment of postal
services within the United Kingdom or the Republic of Ireland or some part of
the United Kingdom or the Republic of Ireland or of the relevant electronic
communication system the company is unable effectively to convene a general
meeting by notice sent through the post or by electronic communications, notice
of the general meeting may be given to members affected by the suspension or
curtailment by a notice advertised in at least two leading national daily
newspapers published in the United Kingdom and in one leading national daily
newspaper published in the Republic of Ireland. Notice published in this way
shall be deemed to have been properly served on all affected members who are
entitled to have notice of the meeting served upon them, at noon on the day
when the last such advertisement has appeared. If at least seven clear days
prior to the meeting the sending of notices by post or by electronic
communications has again become generally possible, the company shall send
confirmatory copies of the notice by post or by electronic communications to
the persons entitled to receive them.


 


146.        Members Present Deemed to
Have Received Notice


 


Any member present, either in person or by proxy, at any general meeting
of the company or of the holders of any class of shares in the company shall
for all purposes be deemed to have received due notice of that meeting and of
the purposes for which the meeting was called.


 


147.        Power to Stop Sending Notices
or Other Documents.


 


Subject to the Companies Acts, if on two consecutive occasions a notice
or other document sent to a member has been returned undelivered, such member
shall not thereafter be entitled
to receive notices or documents from the company until he shall have
communicated with the company and supplied to the company (or its agent) a new
registered address, or a postal address within the United Kingdom or the
Republic of Ireland for the service of notices and documents, or shall have
informed the company, in such manner as may be specified by the company, of an
address for the service of notices and documents by electronic communications.
For these purposes:-


 


(i)            a notice or document sent by post shall be
treated as returned undelivered if the notice or document is sent back to the
company (or its agents), and a notice or document sent by electronic
communications shall be treated as returned undelivered if the company (or its
agents) receives notification that the notice or document was not delivered to the
address to which it was sent; and


 


(ii)           references to a document include references to
any cheque, warrant or similar financial instrument, but nothing in this
article shall entitle the company to cease (or refuse to recommence) sending
any cheque, warrant or similar financial instrument for any dividend, unless it
is otherwise entitled under these articles to do so.


 


57

















 


Destruction of Documents


 


148.        Presumptions Where Documents
Destroyed


 


If the company destroys or
deletes :-


 


(i)            any share certificate which has been cancelled
at any time after a period of one year has elapsed from the date of
cancellation; or


 


(ii)           any instruction concerning the payment of
dividends or other moneys in respect of any share or any notification of change
of name or address at any time after a period of two years has elapsed from the
date the instruction or notification was recorded by the company; or


 


(iii)          any instrument of transfer of shares or
operator-instruction for the transfer of shares which has been registered by
the Company at any time after a period of six years has elapsed from the date
of registration; or


 


(iv)          any other document on the basis of which any
entry is made in the register at any time after a period of six years has
elapsed from the date the entry was first made in the register in respect of
it,


 


and the company destroys or deletes the document or instruction in good
faith and without express notice that its preservation was relevant to a claim,
it shall be presumed irrebuttably in favour of the company that every share
certificate so destroyed was a valid certificate and was properly cancelled,
that every instrument of transfer or operator-instruction so destroyed or
deleted was a valid and effective instrument of transfer or instruction and was
properly registered and that every other document so destroyed was a valid and
effective document and that any particulars of it which are recorded in the
books or records of the company were correctly recorded. If the documents
relate to uncertificated shares, the company must comply with any requirements
of the Uncertificated Securities Regulations which limit its ability to destroy
these documents. Nothing contained in this article shall be construed as imposing
upon the company any liability which, but for this article, would not exist or by reason only of the
destruction of any document of the kind mentioned above before the relevant
period mentioned in this article has elapsed or of the fact that any other condition
precedent to its destruction mentioned above has not been fulfilled. References
in this article to the destruction of any document include references to its
disposal in any manner.


 


Winding Up


 


149.        Distribution of Assets
Otherwise Than in Cash


 


If the company commences liquidation, the liquidator may, with the
sanction of an extraordinary resolution of the company and any other sanction
required by the Companies Acts:-


 


(i)            divide among the members (excluding any member
holding shares as treasury shares) in kind the whole or any part of the assets
of the company (whether they shall consist of property of the same kind or not)
and, for that purpose, set


 


58

















 


such values as he deems fair upon any property
to be divided and determine how the division shall be carried out as between
the members or different classes of members; or


 


(ii)           vest the whole or any part of the assets in
trustees upon such trusts for the benefit of the contributories as the liquidator,
with the like sanction, shall think fit,


 


but no member shall be compelled to accept any shares or other assets
upon which there is any liability.


 


Indemnity


 


150.        Indemnity of Officers and
Insurance


 


Subject to the provisions of the Companies Acts:


 


(i)            the company may indemnify any director or other officer of the company or of
any associated company or subsidiary undertaking against any liability and may
purchase and maintain for any such director or officer insurance against any
liability; and


 


(ii)           the company may indemnify the auditor of the
company against any liability incurred by him in the execution of his duties as
auditor of the company and may purchase and maintain for the auditor insurance
against any such liability.


 


59

















 


CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  1.

  	
  Exclusion
  of Table A

  	
  1

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Form
  of Resolution

  	
  3

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Authorised
  Share Capital

  	
  4

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Rights
  Attached to Shares

  	
  4

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Redeemable
  Shares

  	
  4

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Purchase
  of Own Shares

  	
  4

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Variation
  of Rights

  	
  4

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Pari
  Passu Issues

  	
  5

  
	
   

  	
   

  	
   

  
	
  10.

  	
  Unissued
  Shares

  	
  5

  
	
   

  	
   

  	
   

  
	
  11.

  	
  Payment
  of Commission

  	
  7

  
	
   

  	
   

  	
   

  
	
  12.

  	
  Trusts
  Not Recognised

  	
  7

  
	
   

  	
   

  	
   

  
	
  13.

  	
  Suspension
  of Rights Where Non-Disclosure of Interest

  	
  7

  
	
   

  	
   

  	
   

  
	
  14.

  	
  Uncertificated
  Shares

  	
  10

  
	
   

  	
   

  	
   

  
	
  15.

  	
  Right
  to Share Certificates

  	
  11

  
	
   

  	
   

  	
   

  
	
  16.

  	
  Replacement
  of Share Certificates

  	
  11

  
	
   

  	
   

  	
   

  
	
  17.

  	
  Execution
  of Share Certificates

  	
  12

  
	
   

  	
   

  	
   

  
	
  18.

  	
  Company’s
  Lien on Shares Not Fully Paid

  	
  12

  
	
   

  	
   

  	
   

  
	
  19.

  	
  Enforcing
  Lien by Sale

  	
  12

  
	
   

  	
   

  	
   

  
	
  20.

  	
  Application
  of Proceeds of Sale

  	
  12

  
	
   

  	
   

  	
   

  
	
  21.

  	
  Calls

  	
  13

  



 

















 


	
  22.

  	
  Timing
  of Calls

  	
  13

  
	
   

  	
   

  	
   

  
	
  23.

  	
  Liability
  of Joint Holders

  	
  13

  
	
   

  	
   

  	
   

  
	
  24.

  	
  Interest
  Due on Non-Payment

  	
  13

  
	
   

  	
   

  	
   

  
	
  25.

  	
  Sums
  Due on Allotment Treated as Calls

  	
  13

  
	
   

  	
   

  	
   

  
	
  26.

  	
  Power
  to Differentiate

  	
  13

  
	
   

  	
   

  	
   

  
	
  27.

  	
  Payment
  of Calls in Advance

  	
  14

  
	
   

  	
   

  	
   

  
	
  28.

  	
  Notice
  if Call or Installment Not Paid

  	
  14

  
	
   

  	
   

  	
   

  
	
  29.

  	
  Form
  of Notice

  	
  14

  
	
   

  	
   

  	
   

  
	
  30.

  	
  Forfeiture
  for Non-Compliance with Notice

  	
  14

  
	
   

  	
   

  	
   

  
	
  31.

  	
  Notice
  after Forfeiture

  	
  14

  
	
   

  	
   

  	
   

  
	
  32.

  	
  Sale
  of Forfeited Shares

  	
  15

  
	
   

  	
   

  	
   

  
	
  33.

  	
  Arrears
  to be Paid Notwithstanding Forfeiture

  	
  15

  
	
   

  	
   

  	
   

  
	
  34.

  	
  Effect
  of Forfeiture

  	
  15

  
	
   

  	
   

  	
   

  
	
  35.

  	
  Statutory
  Declaration as to Forfeiture

  	
  15

  
	
   

  	
   

  	
   

  
	
  36.

  	
  Transfer

  	
  15

  
	
   

  	
   

  	
   

  
	
  37.

  	
  Execution
  of Transfer

  	
  16

  
	
   

  	
   

  	
   

  
	
  38.

  	
  Rights
  to Decline Registration of Partly Paid Shares

  	
  16

  
	
   

  	
   

  	
   

  
	
  39.

  	
  Other
  Rights to Decline Registration

  	
  16

  
	
   

  	
   

  	
   

  
	
  40.

  	
  No
  Fee for Registration

  	
  17

  
	
   

  	
   

  	
   

  
	
  41.

  	
  Renunciation
  of Allotment

  	
  17

  
	
   

  	
   

  	
   

  
	
  42.

  	
  Untraced
  Shareholders

  	
  17

  
	
   

  	
   

  	
   

  
	
  43.

  	
  Transmission
  on Death

  	
  18

  
	
   

  	
   

  	
   

  
	
  44.

  	
  Entry
  of Transmission in Register

  	
  18

  
	
   

  	
   

  	
   

  
	
  45.

  	
  Election
  of Person Entitled by Transmission

  	
  19

  



 


61

















 


	
  46.

  	
  Rights
  of Person Entitled by Transmission

  	
  19

  
	
   

  	
   

  	
   

  
	
  47.

  	
  Increase,
  Consolidation, Sub-Division and Cancellation

  	
  19

  
	
   

  	
   

  	
   

  
	
  48.

  	
  Fractions

  	
  20

  
	
   

  	
   

  	
   

  
	
  49.

  	
  Reduction
  of Capital

  	
  20

  
	
   

  	
   

  	
   

  
	
  50.

  	
  Extraordinary
  General Meetings

  	
  20

  
	
   

  	
   

  	
   

  
	
  51.

  	
  Annual
  General Meetings

  	
  21

  
	
   

  	
   

  	
   

  
	
  52.

  	
  Convening
  of Extraordinary General Meetings

  	
  21

  
	
   

  	
   

  	
   

  
	
  53.

  	
  Separate
  General Meetings

  	
  21

  
	
   

  	
   

  	
   

  
	
  54.

  	
  Length
  of Notice

  	
  21

  
	
   

  	
   

  	
   

  
	
  55.

  	
  Omission
  or Non-Receipt of Notice

  	
  21

  
	
   

  	
   

  	
   

  
	
  56.

  	
  Postponement
  of General Meetings

  	
  22

  
	
   

  	
   

  	
   

  
	
  57.

  	
  Quorum

  	
  22

  
	
   

  	
   

  	
   

  
	
  58.

  	
  Procedure
  if Quorum Not Present

  	
  22

  
	
   

  	
   

  	
   

  
	
  59.

  	
  Security
  Arrangements

  	
  22

  
	
   

  	
   

  	
   

  
	
  60.

  	
  Chairman
  of General Meeting

  	
  23

  
	
   

  	
   

  	
   

  
	
  61.

  	
  Orderly
  Conduct

  	
  24

  
	
   

  	
   

  	
   

  
	
  62.

  	
  Entitlement
  to Attend and Speak

  	
  24

  
	
   

  	
   

  	
   

  
	
  63.

  	
  Adjournments

  	
  24

  
	
   

  	
   

  	
   

  
	
  64.

  	
  Notice
  of Adjournment

  	
  25

  
	
   

  	
   

  	
   

  
	
  65.

  	
  Amendments
  to Resolutions

  	
  25

  
	
   

  	
   

  	
   

  
	
  66.

  	
  Amendments
  Ruled Out of Order

  	
  25

  
	
   

  	
   

  	
   

  
	
  67.

  	
  Votes
  of Members

  	
  25

  
	
   

  	
   

  	
   

  
	
  68.

  	
  Method
  of Voting

  	
  26

  
	
   

  	
   

  	
   

  
	
  69.

  	
  Procedure
  if Poll Demanded

  	
  26

  



 


62

















 


	
  70.

  	
  When
  Poll to be Taken

  	
  26

  
	
   

  	
   

  	
   

  
	
  71.

  	
  Continuance
  of Other Business after Poll Demand

  	
  27

  
	
   

  	
   

  	
   

  
	
  72.

  	
  Votes
  on a Poll

  	
  27

  
	
   

  	
   

  	
   

  
	
  73.

  	
  Casting
  Vote of Chairman

  	
  27

  
	
   

  	
   

  	
   

  
	
  74.

  	
  Votes
  of Joint Holders

  	
  27

  
	
   

  	
   

  	
   

  
	
  75.

  	
  Voting
  on Behalf of Incapable Member

  	
  27

  
	
   

  	
   

  	
   

  
	
  76.

  	
  No
  Right to Vote where Sums Overdue on Shares

  	
  28

  
	
   

  	
   

  	
   

  
	
  77.

  	
  Objections
  or Errors in Voting

  	
  28

  
	
   

  	
   

  	
   

  
	
  78.

  	
  Appointment
  and Receipt of Proxies

  	
  28

  
	
   

  	
   

  	
   

  
	
  79.

  	
  Maximum
  Validity of Proxy

  	
  30

  
	
   

  	
   

  	
   

  
	
  80.

  	
  Form
  of Proxy

  	
  30

  
	
   

  	
   

  	
   

  
	
  81.

  	
  Cancellation
  of Proxy’s Authority

  	
  30

  
	
   

  	
   

  	
   

  
	
  82.

  	
  Board’s
  Power to Issue Proxies

  	
  30

  
	
   

  	
   

  	
   

  
	
  83.

  	
  Corporations
  Acting by Representatives

  	
  30

  
	
   

  	
   

  	
   

  
	
  84.

  	
  Number
  of Directors

  	
  31

  
	
   

  	
   

  	
   

  
	
  85.

  	
  Age
  of Directors

  	
  31

  
	
   

  	
   

  	
   

  
	
  86.

  	
  Directors’
  Shareholding Qualification

  	
  31

  
	
   

  	
   

  	
   

  
	
  87.

  	
  Power
  of Company to Elect Directors

  	
  31

  
	
   

  	
   

  	
   

  
	
  88.

  	
  Power
  of Board to Appoint Directors

  	
  31

  
	
   

  	
   

  	
   

  
	
  89.

  	
  Directors
  to Retire by Rotation

  	
  32

  
	
   

  	
   

  	
   

  
	
  90.

  	
  Power
  of Removal by Special Resolution

  	
  32

  
	
   

  	
   

  	
   

  
	
  91.

  	
  Persons
  Eligible as Directors

  	
  33

  
	
   

  	
   

  	
   

  
	
  92.

  	
  Position
  of Retiring Directors

  	
  33

  
	
   

  	
   

  	
   

  
	
  93.

  	
  Vacation
  of Office by Directors

  	
  33

  



 


63

















 


	
  94.

  	
  Alternate
  Directors

  	
  34

  
	
   

  	
   

  	
   

  
	
  95.

  	
  Chief
  Executive, Managing and Executive Directors

  	
  35

  
	
   

  	
   

  	
   

  
	
  96.

  	
  Directors’
  Fees

  	
  36

  
	
   

  	
   

  	
   

  
	
  97.

  	
  Additional
  Remuneration

  	
  36

  
	
   

  	
   

  	
   

  
	
  98.

  	
  Expenses
  and Legal Costs

  	
  36

  
	
   

  	
   

  	
   

  
	
  99.

  	
  Power
  to Pay Pensions and Gratuities

  	
  36

  
	
   

  	
   

  	
   

  
	
  100.

  	
  Permitted
  Interests and Voting

  	
  37

  
	
   

  	
   

  	
   

  
	
  101.

  	
  General
  Powers of Company Vested in Board

  	
  41

  
	
   

  	
   

  	
   

  
	
  102.

  	
  Borrowing
  Powers

  	
  41

  
	
   

  	
   

  	
   

  
	
  103.

  	
  Agents

  	
  44

  
	
   

  	
   

  	
   

  
	
  104.

  	
  Delegation
  to Individual Directors

  	
  45

  
	
   

  	
   

  	
   

  
	
  105.

  	
  Official
  Seals

  	
  45

  
	
   

  	
   

  	
   

  
	
  106.

  	
  Branch
  Registers

  	
  46

  
	
   

  	
   

  	
   

  
	
  107.

  	
  Provision
  for Employees

  	
  46

  
	
   

  	
   

  	
   

  
	
  108.

  	
  Board
  Meetings

  	
  46

  
	
   

  	
   

  	
   

  
	
  109.

  	
  Notice
  of Board Meetings

  	
  46

  
	
   

  	
   

  	
   

  
	
  110.

  	
  Quorum

  	
  47

  
	
   

  	
   

  	
   

  
	
  111.

  	
  Directors
  below Minimum through Vacancies

  	
  47

  
	
   

  	
   

  	
   

  
	
  112.

  	
  Appointment
  of Chairman, Vice-Chairman and Deputy Chairman

  	
  47

  
	
   

  	
   

  	
   

  
	
  113.

  	
  Competence
  of Meetings

  	
  47

  
	
   

  	
   

  	
   

  
	
  114.

  	
  Voting

  	
  47

  
	
   

  	
   

  	
   

  
	
  115.

  	
  Delegation
  to Committees

  	
  47

  
	
   

  	
   

  	
   

  
	
  116.

  	
  Participation
  in Meetings by Telephone

  	
  48

  
	
   

  	
   

  	
   

  
	
  117.

  	
  Resolution
  in Writing

  	
  48

  



 


64

















 


	
  118.

  	
  Validity
  of Acts of Board or Committee

  	
  48

  
	
   

  	
   

  	
   

  
	
  119.

  	
  Appointment
  and Removal of the Secretary

  	
  49

  
	
   

  	
   

  	
   

  
	
  120.

  	
  Authentication
  of Documents

  	
  49

  
	
   

  	
   

  	
   

  
	
  121.

  	
  Use
  of Seats

  	
  49

  
	
   

  	
   

  	
   

  
	
  122.

  	
  Seal
  for Use Abroad

  	
  50

  
	
   

  	
   

  	
   

  
	
  123.

  	
  Declaration
  of Dividends by Company

  	
  50

  
	
   

  	
   

  	
   

  
	
  124.

  	
  Payment
  of Interim and Fixed Dividends by Board

  	
  50

  
	
   

  	
   

  	
   

  
	
  125.

  	
  Calculation
  and Currency of Dividends

  	
  50

  
	
   

  	
   

  	
   

  
	
  126.

  	
  Payment
  of Dividends in Foreign Currencies

  	
  51

  
	
   

  	
   

  	
   

  
	
  127.

  	
  Amounts
  Due on Shares may be Deducted from Dividends

  	
  51

  
	
   

  	
   

  	
   

  
	
  128.

  	
  No
  Interest on Dividends

  	
  51

  
	
   

  	
   

  	
   

  
	
  129.

  	
  Payment
  Procedure

  	
  52

  
	
   

  	
   

  	
   

  
	
  130.

  	
  Uncashed
  Dividends

  	
  52

  
	
   

  	
   

  	
   

  
	
  131.

  	
  Forfeiture
  of Unclaimed Dividends

  	
  53

  
	
   

  	
   

  	
   

  
	
  132.

  	
  Dividends
  Not in Cash

  	
  53

  
	
   

  	
   

  	
   

  
	
  133.

  	
  Dividend
  Reinvestment Plans

  	
  53

  
	
   

  	
   

  	
   

  
	
  134.

  	
  Power
  to Capitalise Reserves and Funds

  	
  53

  
	
   

  	
   

  	
   

  
	
  135.

  	
  Settlement
  of Difficulties in Distribution

  	
  54

  
	
   

  	
   

  	
   

  
	
  136.

  	
  Power
  to Choose Any Record Date

  	
  54

  
	
   

  	
   

  	
   

  
	
  137.

  	
  Records
  to be Kept

  	
  54

  
	
   

  	
   

  	
   

  
	
  138.

  	
  Inspection
  of Records

  	
  55

  
	
   

  	
   

  	
   

  
	
  139.

  	
  Summary
  Financial Statements

  	
  55

  
	
   

  	
   

  	
   

  
	
  140.

  	
  Service
  of Notices

  	
  55

  
	
   

  	
   

  	
   

  
	
  141.

  	
  Record
  Date for Service

  	
  55

  



 


65

















 


	
  142.

  	
  Members
  Resident Abroad or on branch registers

  	
  55

  
	
   

  	
   

  	
   

  
	
  143.

  	
  Service
  of Notice on Person Entitled by Transmission

  	
  56

  
	
   

  	
   

  	
   

  
	
  144.

  	
  When
  Notice Deemed Served

  	
  56

  
	
   

  	
   

  	
   

  
	
  145.

  	
  Notice
  When Post Not Available

  	
  57

  
	
   

  	
   

  	
   

  
	
  146.

  	
  Members
  Present Deemed to Have Received Notice

  	
  57

  
	
   

  	
   

  	
   

  
	
  147.

  	
  Power
  to Stop Sending Notices or Other Documents.

  	
  57

  
	
   

  	
   

  	
   

  
	
  148.

  	
  Presumptions
  Where Documents Destroyed

  	
  58

  
	
   

  	
   

  	
   

  
	
  149.

  	
  Distribution
  of Assets Otherwise Than in Cash

  	
  58

  
	
   

  	
   

  	
   

  
	
  150.

  	
  Indemnity
  of Officers and Insurance

  	
  59

  



 


66