Exhibit 1.1

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No. 2339826

THE COMPANIES ACTS 1985 AND 1989

PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

-of -

ROYAL & SUN ALLIANCE
INSURANCE GROUP PLC

Ashurst 
  Broadwalk House 
  5 Appold Street 
  London EC2A 2HA

RBW

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|        |                            | CONTENTS                                               |   
|------- | -------------------------- | ------------------------------------------------------ | --
|        |                            |                                                        |   
|ARTICLE | PAGE                      
|        |                            |                                                        |   
|        | PRELIMINARY                | 1                                                     
|        | 1.                         | Exclusion
    of Table A                               | 1 
|        | 2.                         | Definitions
    and interpretation                     | 1 
|        | SHARES                     | 3                                                     
|        | 3.                         | Share
    capital                                      | 3 
|        | 4.                         | Preference
    Shares                                  | 3 
|        | 5.                         | Rights
    attaching to shares                         | 6 
|        | 6.                         | Redemption
    and purchase of shares                  | 6 
|        | 7.                         | Financial
    assistance                               | 7 
|        | 8.                         | Payment
    of commission and brokerage                | 7 
|        | 9.                         | Unissued
    shares                                    | 7 
|        | 10.                        | Allotment
    at a discount                            | 7 
|        | 11.                        | Recognition
    of trusts                              | 7 
|        | SHARE
    CERTIFICATES     | 7                                                     
|        | 12.                        | Uncertificated
    shares                              | 7 
|        | 13.                        | Share certificates
    and right to share certificates | 8 
|        | 14.                        | Share
    certificate of joint holders                 | 8 
|        | 15.                        | Replacement of share certificates                      | 8 
|        | 16.                        | Payment
    for share certificates                     | 9 
|        | VARIATION
    OF RIGHTS    | 9                                                     
|        | 17.                        | Variation
    of class rights                          | 9 
|        | 18.                        | Separate
    general meetings                          | 9 
|        | 19.                        | Issues
    of further shares                           | 9 
|        | CALLS
    ON SHARES        | 9                                                     
|        | 20.                        | Calls                                                  | 9 
|        | 21.                        | Timing
    and payment of calls                        | 10
|        | 22.                        | Liability
    of joint holders                         | 10
|        | 23.                        | Interest
    due on non-payment of calls               | 10
|        | 24.                        | Deemed
    calls                                       | 10
|        | 25.                        | Power
    to differentiate between holders             | 10
|        | 26.                        | Payment
    of calls in advance                        | 10
|        | FORFEITURE
    AND LIEN    | 10                                                    
|        | 27.                        | Notice
    if call or instalment not paid              | 10
|        | 28.                        | Form
    of notice                                     | 11
|        | 29.                        | Forfeiture
    for non-compliance                      | 11
|        | 30.                        | Notice
    after forfeiture                            | 11
|        | 31.                        | Disposal
    of forfeited shares                       | 11
|        | 32.                        | Annulment
    of forfeiture                            | 11
|        | 33.                        | Continuing
    liability                               | 11
|        | 34.                        | Lien
    on partly-paid shares                         | 12
|        | 35.                        | Enforcement
    of lien by sale                        | 12
|        | 36.                        | Application
    of sale proceeds                       | 12
|        | 37.                        | Statutory
    declaration                              | 12
|        | TRANSFER
    OF SHARES     | 12                                                    
|        | 38.                        | Transfers
    of uncertificated shares                 | 13
|        | 39.                        | Form
    of transfer                                   | 13
|        | 40.                        | Right
    to decline registration                      | 13
|        | 41.                        | Further
    rights to decline registration             | 13
|        | 42.                        | Notice
    of refusal to register                      | 13
|        | 43.                        | No
    fee for registration                            | 13
|        | 44.                        | Suspension
    of registration                         | 14
|        | 45.                        | Destruction
    of documents                           | 14
|        | TRANSMISSION
    OF SHARES | 15                                                    
|        | 46.                        | Transmission
    on death                              | 15
|        | 47.                        | Person
    entitled by transmission                    | 15

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| | 48.                                 | Restrictions on election                                                          | 15
| | ----------------------------------- | --------------------------------------------------------------------------------- | --
| | 49.                                 | Rights
    of persons entitled by transmission                                    | 15
| | UNTRACED SHAREHOLDERS               | 15                                                                               
| | 50.                                 | Power
    to sell shares                                                          | 15
| | 51.                                 | power
    to sell further shares                                                  | 16
| | 52.                                 | Authority
    to effect sale                                                      | 16
| | 53.                                 | Authority
    to cease sending cheques                                            | 16
| | ALTERATION OF CAPITAL               | 17                                                                               
| | 54.                                 | Increase
    of share capital                                                     | 17
| | 55.                                 | Consolidation,
    sub-division and cancellation                                  | 17
| | 56.                                 | Fractions
    of shares                                                           | 17
| | 57.                                 | Reduction
    of share capital                                                    | 18
| | GENERAL MEETINGS                    | 18                                                                               
| | 58.                                 | Annual
    general meeting                                                        | 18
| | 59.                                 | Extraordinary
    general meetings                                                | 18
| | 60.                                 | Convening
    of extraordinary general meetings                                   | 18
| | NOTICE OF GENERAL
    MEETINGS      | 18                                                                               
| | 61.                                 | Length
    and form of notice                                                     | 18
| | 62.                                 | Short
    notice                                                                  | 18
| | 63.                                 | Omission
    or non-receipt of notice or proxy                                    | 19
| | 64.                                 | Postponement
    of general meetings                                              | 19
| | PROCEEDINGS AT
    GENERAL MEETINGS | 19                                                                               
| | 65.                                 | Ordinary
    and special business                                                 | 19
| | 66.                                 | Quorum
    and procedure if quorum not present                                    | 19
| | 67.                                 | Arrangements
    for simultaneous attendance, security and orderly conduct        | 20
| | 68.                                 | Chairman
    of general meetings and casting vote                                 | 20
| | 69.                                 | Adjournments                                                                      | 21
| | 70.                                 | Directors'
    right to attend and speak                                          | 21
| | 71.                                 | Amendments
    to resolutions                                                     | 21
| | 72.                                 | Method
    of voting and demand for a poll                                        | 22
| | 73.                                 | Timing
    and procedure for a poll                                               | 22
| | VOTES OF MEMBERS                    | 22                                                                               
| | 74.                                 | Votes
    of Members and of joint holders                                         | 22
| | 75.                                 | Voting
    on behalf of incapable Member                                          | 23
| | 76.                                 | Suspension
    of rights for non-payment of calls and non-disclosure of interests | 23
| | 77.                                 | Objections
    to and errors in voting                                            | 25
| | 78.                                 | Voting
    on a poll                                                              | 25
| | 79.                                 | Execution
    of proxies                                                          | 25
| | 80.                                 | Appointment
    of proxies                                                        | 25
| | 81.                                 | Delivery
    of proxies                                                           | 25
| | 82.                                 | Validity
    of proxies                                                           | 26
| | 83.                                 | Authority
    of proxies to call for a poll                                       | 26
| | 84.                                 | Cancellation
    of proxy's authority                                             | 26
| | 85.                                 | Written
    resolutions                                                           | 27
| | 86.                                 | Corporate
    representatives                                                     | 27

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| | DIRECTORS                                                  | 27                                                                 
| | ---------------------------------------------------------- | -------------------------------------------------------------------
| | 87.                                                        | Number of Directors                                                
| | 88.                                                        | Directors' shareholding qualification                              
| | 89.                                                        | Age of Directors                                                   
| | 90.                                                        | Other interests of Directors                                       
| | 91.                                                        | Directors' fees and expenses                                       
| | 92.                                                        | Additional
    remuneration                                        
| | 93.                                                        | Register
    of Directors' interests                               
| | BORROWING POWERS                                           | 28                                                                 
| | 94.                                                        | Directors'
    borrowing powers and restrictions on borrowing      
| | POWERS AND DUTIES
    OF DIRECTORS                         | 30                                                                 
| | 95.                                                        | Powers
    of Company vested in the Directors                      
| | 96.                                                        | Pensions,
    insurance and gratuities for Directors and others    
| | 97.                                                        | Local
    boards                                                   
| | 98.                                                        | Attorneys                                                          
| | 99.                                                        | Official
    seal                                                  
| | 100.                                                       | Overseas
    branch register                                       
| | 101.                                                       | Directors'
    permitted interests and entitlement to vote         
| | 102.                                                       | Exercise
    of Company's voting powers                            
| | 103.                                                       | Signing
    of cheques etc.                                        
| | 104.                                                       | Minutes                                                            
| | DISQUALIFICATION
    OF DIRECTORS                          | 34                                                                 
| | 105.                                                       | Vacation
    of a Director's office                                
| | RETIREMENT AND
    SUBMISSION FOR RE-ELECTION OF DIRECTORS | 35                                                                 
| | 106.                                                       | Regular
    submission of Directors for re-election                
| | 107.                                                       | Appointment
    of Directors by separate resolution                
| | 108.                                                       | Persons
    eligible for appointment                               
| | 109.                                                       | Casual
    vacancies and additional Directors - powers of Company  
| | 110.                                                       | Casual
    vacancies and additional Directors - powers of Directors
| | 111.                                                       | Power
    of removal by ordinary resolution                        
| | 112.                                                       | Appointment
    of replacement Director                            
| | PROCEEDINGS OF
    DIRECTORS                               | 36                                                                 
| | 113.                                                       | Board
    meetings and participation                               
| | 114.                                                       | Quorum
    at board meetings                                       
| | 115.                                                       | Voting
    at board meetings                                       
| | 116.                                                       | Notice
    of board meetings                                       
| | 117.                                                       | Directors
    below minimum                                        
| | 118.                                                       | Appointment
    of chairman and deputy chairman of meetings        
| | 119.                                                       | Delegation
    of Directors' powers to committees                  
| | 120.                                                       | Validity
    of Directors' acts                                    
| | 121.                                                       | Written
    resolution of Directors                                
| | MANAGING AND EXECUTIVE
    DIRECTORS                       | 37                                                                 
| | 122.                                                       | Appointment
    of executive Directors                             
| | 123.                                                       | Remuneration
    of executive Directors                            
| | 124.                                                       | Powers
    of executive Directors                                  
| | SECRETARY                                                  | 38                                                                 
| | 125.                                                       | Appointment
    and removal of Secretary                           
| | THE SEAL                                                   | 38                                                                 
| | 126.                                                       | Use
    of Seal                                                    
| | RESERVE                                                    | 38                                                                 
| | 127.                                                       | Establishment
    of reserve                                       

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| | DIVIDENDS                                         | 39                                                             
| | ------------------------------------------------- | ---------------------------------------------------------------
| | 128.                                              | Declarations
    of dividends by Company                       
| | 129.                                              | Payment
    of interim and fixed dividends by Directors        
| | 130.                                              | Calculation
    of dividends                                   
| | 131.                                              | Deductions
    of amounts due on shares and waiver of dividends
| | 132.                                              | Dividends
    other than in cash                               
| | 133.                                              | Payment
    procedure                                          
| | 134.                                              | Interest                                                       
| | 135.                                              | Forfeiture
    of dividends                                    
| | CAPITALISATION
    OF PROFITS AND SCRIP DIVIDENDS | 40                                                             
| | 136.                                              | Power
    to capitalise                                        
| | 137.                                              | Authority
    required                                         
| | 138.                                              | Provision
    for fractions etc.                               
| | ACCOUNTS                                          | 41                                                             
| | 139.                                              | Accounting
    records to be kept                              
| | 140.                                              | Inspection
    of accounting records                           
| | 141.                                              | Power
    to extend inspection to Members                      
| | 142.                                              | Annual
    accounts                                            
| | 143.                                              | Delivery
    of annual accounts                                
| | AUDIT                                             | 42                                                             
| | 144.                                              | Appointment
    of Auditors                                    
| | NOTICES                                           | 42                                                             
| | 145.                                              | Service
    of notice                                          
| | 146.                                              | Members
    resident abroad                                    
| | 147.                                              | Notice
    deemed served                                       
| | 148.                                              | Notice
    to joint holders                                    
| | 149.                                              | Service
    of notice on persons entitled by transmission      
| | 150.                                              | Notice
    of general meetings                                 
| | 151.                                              | Electronic
    Communication                                   
| | PROVISION FOR EMPLOYEES                           | 45                                                             
| | 152.                                              | Provision
    For employees                                    
| | WINDING UP                                        | 45                                                             
| | 153.                                              | Distribution
    of assets                                     
| | INDEMNITY                                         | 46                                                             
| | 154.                                              | Indemnity
    of officers                                      

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Back to Contents
No. 2339826
THE COMPANIES ACTS 1985 AND 1989
PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION
- of -
ROYAL & SUN ALLIANCE
INSURANCE GROUP PLC
(adopted by a special resolution passed on [28 May] 2004)
PRELIMINARY
1.
    Exclusion
          of Table AThe
        regulations contained in Table A in the schedule to The Companies (Tables
        A to F) Regulations 1985 and in any Table A applicable to the Company
        under any former enactment relating to companies shall not apply to the
        Company except in so far as they are repeated or contained in these Articles.2.
    Definitions
          and interpretation(a)
    In
        these Articles, unless the context otherwise requires:(i)
    the
        following definitions apply:"Act"means
          the Companies Act 1985 (as amended by the Companies Act 1989);"address"(in
          relation to electronic communications) includes, where the context
          so admits for purposes of Articles 45, 81, 84, 143, 145, 147, 149,
          150, 151 any number or address used for the purpose of such communications;"Articles"means
            these articles of association as altered from time to time;"Auditors"means
            the auditors for the time being of the Company;"clear
            days' notice"means
            that the notice shall be exclusive of the day on which it is served
            or deemed to be served and of the day for which it is given or on
            which it is to take effect;"communication"shall,
            where the context so admits, have the same meaning as in the Electronic
            Communications Act 2000;"Directors"means
            the directors for the time being of the Company, or, as the case
            may be, the board of directors for the time being of the Company
            or the persons present at aduly
            convened meeting of the board of directors or any duly authorised
            committee thereof at which a quorum is present;-
    1 -

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"dividend"includes
    bonus;"electronic
              communication"shall,
              where the context so admits, have the same meaning as in the Electronic
    Communications Act 2000;"London
              Stock Exchange"means
              London Stock Exchange plc or any successor thereof from time to
    time;"Member"means
      a member of the Company;"month"means
      calendar month;"Office"means
      the registered office for the time being of the Company;"paid
              up"includes
    credited as paid up;"properly
              authenticated dematerialised instruction"shall
    have the same meaning as in the Regulations;"Register"means
            the register of members of the Company required to be kept by the
    Statutes;"Regulations"means
      the Uncertificated Securities Regulations 2001;"relevant
              system"means
              the computer-based system and procedures which enable title to
              shares to be evidenced and transferred without a written instrument
              and which facilitate supplementary and incidental matters in accordance
    with the Regulations;"Seal"means
            the common seal of the Company or any official or securities seal
    that the Company may have or be permitted to have under the Statutes;"Secretary"includes
            a joint, deputy or assistant secretary, and any person appointed
    by the Directors to perform the duties of the secretary of the Company;"Statutes"means
          the Act, the Companies Act 1989, the Regulations, the Electronic Communications
          Act 2000 and every other statute or subordinate legislation for the
          time being in force concerning companies and affecting the Company
          including every amendment or re-enactment (with or without amendment)
    thereof for the time being in force;"UK
              Listing Authority"means
              the Financial Services Authority in its capacity as the competent
              authority for the purposes of Part VI of the Financial Services
    and Markets Act 2000 or any successor thereof from time to time;"United
              Kingdom"means
    Great Britain and Northern Ireland; and"in
              writing"and"written"includes
              printing, lithography, typewriting, photography and other modes
    of representing or reproducing words in visible form;(ii)
    words importing
          the singular number only shall include the plural, and vice versa;
          words importing the masculine gender only shall include the feminine
          gender; and words importing individuals and words importing persons
    shall include bodies corporate and unincorporated associations;- 2 -


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(iii)
    any reference
        herein to the provisions of any statute or of any subordinate legislation
        shall include any amendment or re-enactment (with or without amendment)
    thereof for the time being in force; and(iv)
    subject as aforesaid,
        and unless the context otherwise requires, words and expressions defined
    in the Statutes shall bear the same meanings in these Articles.(b)
    A special or extraordinary
        resolution shall be effective for any purpose for which an ordinary resolution
        is expressed to be required and a special resolution shall be effective
        for any purpose for which an extraordinary resolution is required under
    any provision of these Articles.(c)
    Headings to these
    Articles are for convenience only and shall not affect construction.SHARES3.
    Share
    capitalThe capital
          of the Company as at the date of the adoption of these Articles as
          the Articles of Association
of the Company is £850,000,000 divided into 2,000,000,000 Ordinary Shares
of 27.5p each ("Ordinary
Shares") and 300,000,000
Preference Shares of £1 each ("Preference
Shares").*4.
    Preference
    SharesThe Preference
        Shares shall rank pari passu with each other but otherwise shall have
        the rights and be subject to the limitations and restrictions set out
        in this Article 4 as well as such further rights, limitations and restrictions
        (not being inconsistent with those set out in this Article 4) as may
        be determined
by the Directors prior to allotment:-(a)
    IncomeThe
        holders of the Preference Shares shall be entitled, in priority to any
        payment of dividend to the holders of any other class of shares, to be
        paid out of the profits available for distribution and resolved to be
        distributed, a cumulative (or, if the Directors so determine prior to
        allotment thereof, non-cumulative) preferential dividend payable at such
        rate (which may be fixed, variable or floating or to be determined by
        a specified procedure, mechanism or formula) and on such date or dates
        and on such other terms and conditions as may be determined by the Directors
        prior to allotment thereof, provided that nothing in this Article 4 shall
        prohibit the payment of a dividend on the shares of any other class in
        the capital of the Company ranking pari passu with or after the Preference
    Shares at a rate not exceeding 0.1p per share in any calendar year.(b)
    Capital(i)
    On a return of
        capital on a winding-up, the holders of the Preference Shares shall be
        entitled to receive, out of the surplus assets of the Company remaining
        after payment of its liabilities and the repayment of capital, an amount
        per Preference Share equal to the nominal amount of a Preference Share
        together with (a) such premium (if any) as may be determined by the Directors
        (or by a procedure, mechanism or formula determined by the Directors)
        prior to the allotment thereof and (b) all arrears and accruals (if any)
    of the dividend payable thereon, whether or not such dividend hasbeen
    earned or has become due and payable, to be calculated up to and including
    the day of the commencement of the winding-up.
*By ordinary resolution
    passed on 22 September 2003, the capital of the Company was increased to £1,379,000,000,
    divided into 3,923,636,364 Ordinary Shares and 300,000,000 Preference Shares.
- 3 -


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(ii)
    On a return of
        capital (otherwise than on a winding-up or on a redemption or purchase
        by the Company of shares of any class), the holders of the Preference
        Shares shall be entitled to receive an amount per Preference Share equal
        to the nominal amount of a Preference Share together with (a) such premium
        (if any) as may be determined by the Directors (or by a procedure, mechanism
        or formula determined by the Directors) prior to the allotment thereof
        and (b) all arrears and accruals (if any) of the dividend payable thereon,
        whether or not such dividend has been earned or has become due and payable,
    to be calculated up to and including the day of the return of capital.(iii)
    The Preference
        Shares (including for this purpose all other shares of the Company ranking
        pari passu with the Preference Shares on a winding-up) shall rank on
        a winding-up in priority to all other shares of the Company from time
    to time in issue.(c)
    Voting
    and General Meetings(i)
    The holders of
        the Preference Shares shall, by virtue of and in respect of their holdings
        of Preference Shares, have the right to receive notice of, and attend,
    speak and vote at, a General Meeting of the Company only:-(A)
    if and when, at
        the date of the notice convening such meeting, the preferential dividend
        on such shares for the dividend payment period immediately prior to the
        issue of the notice convening the relevant meeting is in arrears or if
        any arrears or deficiency of dividend in respect of any preceding dividend
        payment period has not been paid in full; or(B)
    if a resolution
        is to be proposed abrogating, varying or modifying any of the rights
        or privileges of the holders of the Preference Shares or for the winding-up
        of the Company or for the reduction of capital of the Company (otherwise
        than on a redemption or purchase of shares), in which case they shall
    only be entitled to vote on such resolution; or(C)
    in such other
        circumstances, and upon and subject to such terms, as the Directors may
    determine prior to the allotment of such Preference Shares.Save as aforesaid,
        the Preference Shares shall not confer on the holders thereof the right
        to receive notice of, attend, speak or vote at any General Meeting of
    the Company.(ii)
    Whenever the holders
        of the Preference Shares are entitled to vote at a General Meeting of
        the Company upon any resolution proposed at such a General Meeting, on
        a show of hands every holder thereof who is present in person or (being
        a corporation) by a representative shall have one vote and on a poll
        every holder thereof who is present in person or by proxy or (being a
        corporation) by a representative shall have one vote in respect of each
        complete £1 in nominal amount of Preference Shares registered in
        the name of such holder or such other entitlement to vote as may be determined
    by the Directors prior to allotment.- 4 -

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(d)
    LimitationsNo Preference Share
          shall:-(i)
    save as may be
        determined by the Directors prior to allotment, confer any right to participate
        in the profits or assets of the Company other than as set out in Articles
    4(a) and (b) above;(ii)
    subject to the
        Companies Act 1985 and every statutory modification or re-enactment thereof
        for the time being in force, confer any right to participate in any offer
        or invitation by way of rights or otherwise to subscribe for additional
    shares in the Company;(iii)
    confer any rights
    of conversion; or(iv)
    confer any right
    to participate in any issue of bonus shares.(e)
    Purchase(i)
    Subject to the
        Companies Act 1985 and every statutory modification or re-enactment thereof
        for the time being in force, the Company may at any time purchase any
        Preference Shares upon such terms as the Directors shall determine.(ii)
    Following the
        purchase of any Preference Shares the nominal amount of such shares comprised
        in the capital of the Company may be divided by resolution of the Directors
        into, or reclassified as, shares of any other class in the capital of
    the Company without any further resolution or consent.(f)
    Further
    issues(i)
    Save with such
        consent or sanction on the part of the holders of the Preference Shares
        as is required for a variation of the rights attached to such shares,
        the Directors shall not authorise or create, or increase the amount of,
        any shares of any class, or any securities convertible into any shares
        of any class, ranking as regards participation in the profits or assets
        of the Company (otherwise than on a redemption or purchase by the Company
        of any such share) in priority to the Preference Shares.(ii)
    Subject to the
        provisions of sub-paragraph (iii) below, the rights attached to any Preference
        Shares allotted or in issue shall (unless otherwise provided by their
        terms of issue) be deemed not to be varied by the allotment or issue
        of any further preference shares (in this Article 4 called"Further
        Preference Shares")
        ranking as regards participation in the profits and assets of the Company
        pari passu with (but not in priority to) the Preference Shares. Any Further
        Preference Shares may either carry rights and restrictions as regards
        participation in the profits and assets of the Company which are identical
        in all respects with those attaching to the Preference Shares or any
        other series of Further Preference Shares or carry rights and restrictions
        differing therefrom in any respect including, but without prejudice to
    the generality of the foregoing:-(A)
    the rate of and/or
    the basis of calculation of dividend may differ and may
    be cumulative or non-cumulative;(B)
    Further Preference
        Shares may rank for dividend from such date as may be provided by the
    terms of issue thereof and the dates for payment of dividend may differ;(C)
    a premium may
    be payable on a return of capital or there may be no such premium;- 5 -


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(D)
    Further Preference
      Shares may be redeemable on such terms and conditions as may be prescribed
      by the terms of issue thereof or may be non-redeemable;(E)
    Further Preference
      Shares may be convertible into any class of shares ranking as regards participation
      in the profits and assets of the Company pari passu with or after the Preference
      Shares in each case on such terms and conditions as may be determined by
      the terms of issue thereof; and(F)
    Further
      Preference Shares may be denominated in any currency or, if permitted by
      law, any basket of currencies.(iii)
    The
      rights attached to any Preference Shares allotted or in issue shall (unless
      otherwise provided by their terms of issue) be deemed to be varied by the
      allotment or issue of Further Preference Shares where at the date of the
      allotment of such Further Preference Shares (the"Relevant
      Date"),
      the aggregate of the nominal amount (together with any premium paid or payable
      on issue) of the Preference Shares, and of any other shares ranking pari
      passu with or in priority to the Preference Shares allotted or in issue
      on the Relevant Date and, immediately following such issue, of the Further
      Preference Shares exceeds such amount as may be determined by the Directors
      (or by a procedure, mechanism or formula determined by the Directors) prior
      to the allotment of the relevant Preference Shares.(g)
    Restrictions
      on the CompanySave
      with such consent or sanction on the part of the holders of the Preference
      Shares as is required for a variation of the rights attached to such shares
      the Directors shall not capitalise any part of the profits of the Company
      available for distribution or purchase or redeem any shares in the Company
      if either (i) the preferential dividend on the Preference Shares for the
      dividend payment period immediately prior to the date of the proposed capitalisation,
      purchase or redemption is in arrears or it, and any arrears or deficiency
      of dividend in respect of any preceding dividend payment periods has not
      been paid in full or (ii) after such capitalisation, purchase or redemption
      the amount of the profits of the Company available for distribution would
      be less than the amount produced by applying, to the aggregate amount of
      the annual dividends (exclusive of any associated tax credit) payable on
      the Preference Shares and any other preference shares then in issue ranking
      as regards dividends pari passu with or in priority to the Preference Shares,
      such multiple or other formula as may be determined by the Directors prior
      to allotment.5.
    Rights
      attaching to sharesWithout
      prejudice to any special rights previously conferred on the holders of any
      existing shares or class of shares, any share in the Company may be issued
      with such rights (including preferred, deferred or other special rights)
      or such restrictions, whether in regard to dividend, voting, return of capital
      or otherwise as the Company may from time to time by ordinary resolution
      determine (or, in the absence of any such determination, as the Directors
      may determine).- 6
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6.
    Redemption
      and purchase of sharesSubject
      to the provisions of the Statutes:-(a)
    any
      shares may be issued on terms that they are to be redeemed or are liable
      to be redeemed at the option of the Company or the shareholder on such terms
      and in such manner as may be provided by these Articles; and(b)
    the
      Company may purchase any of its own shares (including any redeemable shares).7.
    Financial
      assistanceThe
      Company shall not give any financial assistance for the acquisition of shares
      in the Company except and in so far as permitted by the Statutes.8.
    Payment
      of commission and brokerageThe
      Company may exercise the powers of paying commissions conferred by the Statutes
      to the full extent thereby permitted. Such commission may be satisfied by
      the payment of cash or the allotment of fully or partly paid shares or partly
      in one way and partly in the other. The Company may also on any issue of
      shares pay such brokerage as may be lawful.9.
    Unissued
      sharesSave
      as otherwise provided in the Statutes or in these Articles, all unissued
      shares (whether forming part of the original or any increased capital) shall
      be at the disposal of the Directors who may (subject to the provisions of
      the Statutes) allot (with or without conferring a right of renunciation),
      grant options over, offer or otherwise deal with or dispose of them to such
      persons at such times and generally on such terms and conditions as they
      may determine. The Directors may at any time after the allotment of any
      share but before any person has been entered in the Register as the holder,
      recognise a renunciation thereof by the allottee in favour of some other
      person and may accord to any allottee of a share a right to effect such
      renunciation upon and subject to such terms and conditions as the Directors
      may think fit to impose.10.
    Allotment
      at a discountThe
      shares of the Company shall not be allotted at a discount and save as permitted
      by the Statutes shall not be allotted except as paid up at least as to one-quarter
      of their nominal value and the whole of any premium thereon.11.
    Recognition
      of trustsExcept
      as required by law or pursuant to the provisions of these Articles, no person
      shall be recognised by the Company as holding any share upon any trust,
      and (except only as by these Articles or by law otherwise provided or under
      an order of a court of competent jurisdiction) the Company shall not be
      bound by or be compelled in any way to recognise (even when having notice
      thereof) any equitable, contingent, future or partial interest in any share
      or any interest in any fractional part of a share or any other rights in
      respect of any share except an absolute right to the entirety thereof in
      the registered holder.- 7
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SHARE
  CERTIFICATES
12.
    Uncertificated
      shares12.1
    Unless
      otherwise determined by the Directors and permitted by the Regulations,
      no person shall be entitled to receive a certificate in respect of any share
      for so long as the title
      to that share is evidenced otherwise than by a certificate and for so long
      as transfers of that share may be made otherwise than by a written instrument
      by virtue of the Regulations. Notwithstanding any provisions of these Articles,
      the Directors shall have power to implement any arrangements they may, in
      their absolute discretion, think fit in relation to the evidencing of title
      to and transfer of an uncertificated share (subject always to the Regulations
      and the facilities and requirements of the relevant system concerned). No
      provision of these Articles shall apply or have effect to the extent that
      it is in any respect inconsistent with the holding of shares in uncertificated
      form.12.2
    Conversion
      of a certificated share into an uncertificated share, and vice versa, may
      bemade in
      such manner as the Directors may, in their absolute discretion, think fit
      (subjectalways
      to the Regulations and the facilities and requirements of the relevant systemconcerned).12.3
    The
      Company shall enter on the Register how many shares are held by each member
      inuncertificated
      form and in certificated form and shall maintain the Register in each case
      asrequired
      by the Regulations and the relevant system concerned. Unless the Directorsotherwise determine, holdings of the same holder or joint holders in certificated
      form anduncertificated
      form shall be treated as separate holdings.12.4
    A
      class of share shall not be treated as two classes by virtue only of that
      class comprising both certificated shares and uncertificated shares or as
      a result of any provision of these Articles or the Regulations which applies
      only in respect of certificated or uncertificated shares.12.5
    The
      provisions of Articles 13 to 16 inclusive shall not apply to uncertificated
      shares.13.
    Share
      certificates and right to share certificates13.1
    Every
      share certificate shall specify the number and class and the distinguishing
      number (if
      any) of the shares to which it relates and the amount paid up thereon. No
      certificate shall be issued relating to shares of more than one class.13.2
    Subject
      to Article 12, every person (other than a recognised clearing house (within
      the meaning of the Financial Services Act 1986) or a nominee of a recognised
      clearing house or of a recognised investment exchange (within the meaning
      of the Financial Services Act 1986) in respect of whom the Company is not
      by law required to complete and have ready for delivery a certificate) who
      becomes the holder of a certificated share and whose name is entered as
      a Member on the Register shall be entitled without payment to receive within
      two months after allotment or lodgement of transfer (or within such other
      period as the conditions of issue shall provide) one certificate for all
      the certificated shares registered in his name or, in the case of shares
      of more than one class being registered in his name, a separate certificate
      for each class of certificated share so registered, and where a Member (except
      such a clearing house or nominee) transfers part of the shares of any class
      registered in his name he shall be entitled without payment to one certificate
      for the balance of certificated shares of that class retained by him. If
      a Member shall require additional certificates he shall pay for each additional
      certificate such reasonable sum (if any) as the Directors may determine.14.
    Share
      certificate of joint holdersIn
      respect of certificated shares of one class held jointly by more than one
      person the Company shall not be bound to issue more than one certificate,
      and delivery of a certificate for such shares to one of the joint holders
      of such shares shall be sufficient delivery to all such holders.- 8
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15.
    Replacement
      of share certificatesIf
      any certificate be defaced then upon delivery thereof to the Directors they
      may order the same to be cancelled and may issue a new certificate in lieu
      thereof; and if any certificate be worn out, lost or destroyed, then upon
      proof thereof to the satisfaction of the Directors and on such indemnity
      with or without security as the Directors deem adequate being given, a new
      certificate in lieu thereof shall be given to the party entitled to such
      worn out, lost or destroyed certificate.16.
    Payment
      for share certificatesEvery
      certificate issued under the last preceding Article shall be issued without
      payment, but there shall be paid to the Company such exceptional out-of-pocket
      expenses of the Company in connection with the request (including, without
      limiting the generality of the foregoing, the investigation of such request
      and the preparation and execution of any such indemnity or security) as
      the Directors think fit.VARIATION
        OF RIGHTS17.
    Variation
      of class rightsIf
      at any time the share capital is divided into different classes of shares,
      the rights attached to any class or any of such rights may, subject to the
      provisions of the Companies Act 1985 and every statutory modification or
      re-enactment thereof for the time being in force, whether or not the Company
      is being wound up, be modified, abrogated or varied with the consent in
      writing of the holders of three-fourths of the issued shares of that class,
      or with the sanction of an extraordinary resolution passed at a separate
      general meeting of the holders of the shares of that class.18.
    Separate
      general meetingsTo
      every such separate general meeting the provisions of sections 369, 370,
      376 and 377 of the Companies Act 1985 and the provisions of these Articles
      relating to general meetings shall, mutatis mutandis, so far as applicable
      apply, subject to the following provisions, namely:-(a)
    the
      necessary quorum at any such meeting, other than an adjourned meeting, shall
      be two persons holding or representing by proxy at least one-third in nominal
      value of the issued shares of the class in question and at an adjourned
      meeting one person holding shares of the class in question or his proxy;
      and(b)
    any
      holder of shares of the class in question present in person or by proxy
      may demand a poll.19.
    Issues
      of further sharesThe
      rights attached to any class of shares shall, unless otherwise expressly
      provided by the terms of issue of the shares of that class or by the terms
      upon which such shares are for the time being held, be deemed not to be
      modified, abrogated or varied by the creation or issue of further shares
      ranking pari passu therewith.- 9
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CALLS
        ON SHARES20.
    CallsThe
      Directors may, subject to the terms of allotment thereof, from time to time
      make such calls upon the Members as they think fit in respect of any monies
      unpaid on their shares (whether on account of the nominal value of the shares
      or by way of premium) and each Member shall (subject to the Company serving
      on him at least 14 days' notice specifying the time or times and place of
      payment) pay to the Company at the time or times and place so specified the amount called on his shares. A call may
      be revoked or postponed, in whole or in part, as the Directors may determine.
      A person upon whom a call is made shall remain liable for all calls made
      upon him notwithstanding the subsequent transfer of the shares in respect
      of which the call was made.21.
    Timing
      and payment of callsA
      call shall be deemed to have been made at the time when the resolution of
      the Directors authorising the call was passed and may be required to be
      paid by instalments.22.
    Liability
      of joint holdersThe
      joint holders of a share shall be jointly and severally liable to pay all
      calls in respect thereof23.
    Interest
      due on non-payment of callsIf
      a sum payable in respect of any call or instalment is not paid on or before
      the day appointed for payment thereof, the person from whom it is due shall
      pay interest on the sum at such rate, not (unless the Company in general
      meeting shall otherwise direct) exceeding 15 per cent. per annum, as the
      Directors may determine from the day appointed for the payment thereof until
      the actual payment thereof, and all expenses that may have been incurred
      by the Company by reason of such non-payment; but the Directors may, if
      they shall think fit, waive the payment of such interest and expenses or
      any part thereof.24.
    Deemed
      callsAny
      sum which by the terms of issue of a share becomes payable on allotment
      or at any fixed date, whether on account of the nominal value of the share
      or by way of premium, shall for the purposes of these Articles be deemed
      to be a call duly made and payable on the date on which by the terms of
      issue the same becomes payable, and in case of non-payment all the relevant
      provisions of these Articles as to payment of interest and expenses, forfeiture
      or otherwise shall apply as if such sum had become payable by virtue of
      a call duly made and notified.25.
    Power
      to differentiate between holdersThe
      Directors may, on the issue of shares, differentiate between the holders
      of such shares as regards the amounts of calls to be paid and the times
      of payment of such calls.26.
    Payment
      of calls in advanceThe
      Directors may, if they think fit, receive from any Member willing to advance
      the same all or any part of the monies, whether on account of the nominal
      value of the shares or by way of premium, uncalled and unpaid upon any shares
      held by him; and upon all or any of the monies so paid in advance the Directors
      may (until the same would, but for such advance, become presently payable)
      pay interest at such rate not exceeding (unless the Company in general meeting
      shall otherwise direct) 15 per cent. per annum, as may be agreed upon between
      the Directors and the Member paying such monies in advance. The Directors
      may at any time repay to him the amount by which any such advance exceeds
      the amount actually called upon the shares.FORFEITURE
      AND LIEN27.
    Notice
      if call or instalment not paidIf
      any Member fails to pay any call or instalment in full on or before the
      day appointed for payment thereof, the Directors may, at any time thereafter,
      serve a notice on him requiring
      him to pay 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.- 10
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28.
    Form of
    noticeThe notice shall
        name a further day (not earlier than the expiration of 14 days from the
        date of service of the notice) on or before which, and the place where,
        such call or instalment and such interest and expenses as aforesaid are
        to be paid. The notice shall also state that in the event of non-payment
        at or before the time and at the place appointed, the shares in respect
    of which such call or instalment is payable will be liable to be forfeited.29.
    Forfeiture
    for non-complianceIf the requirements
        of any such notice as aforesaid are not complied with, any share in respect
        of which such notice has been given may at any time after the day specified
        in such notice, before the payment required by the notice has been made,
        be forfeited by a resolution of the Directors to that effect. Such forfeiture
        shall extend to all dividends declared and other monies payable in respect
        of the shares so forfeited and not actually paid before such forfeiture.
        Forfeiture shall be deemed to occur at the time of the passing of the
        said resolution of the Directors. The Directors may accept a surrender
        of any share liable to be forfeited hereunder upon such terms and conditions
    as they think fit.30.
    Notice
    after forfeitureWhen 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 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 or surrender shall be invalidated by any failure to
    give such notice or make such entry as aforesaid.31.
    Disposal
    of forfeited sharesA share so forfeited
        or surrendered shall be deemed to be the property of the Company, and
        may be sold, re-allotted or otherwise disposed of either to the person
        who was, before forfeiture, the holder or to any other person in such
        manner, either subject to or discharged from all calls made or instalments
        due prior to the forfeiture or surrender, as the Directors think fit:
        Provided that the Company shall not exercise any voting rights in respect
        of such share and any such share not disposed of in accordance with the
        foregoing within a period of three years from the date of its forfeiture
        or surrender shall thereupon be cancelled in accordance with the provisions
        of the Statutes. For the purpose of giving effect to any such sale or
        other disposition the Directors may authorise some person to transfer
        the share so sold or otherwise disposed of to, or in accordance with
        the directions of, the purchaser thereof or other person becoming entitled
    thereto.32.
    Annulment
    of forfeitureThe Directors
        may, at any time before any share so forfeited or surrendered shall have
        been cancelled or sold, re-allotted or otherwise disposed of, annul the
    forfeiture or surrender upon such terms as they think fit.33.
    Continuing
    liabilityAny person whose
        shares have been forfeited or surrendered shall cease to be a Member
        in respect of those shares and shall surrender to the Company for cancellation
        the certificate for the forfeited or surrendered shares, but shall, notwithstanding
        such forfeiture or surrender, remain liable to pay to the Company all
        monies which, at the date of the forfeiture or surrender, were payable
    by him to the Company in respect of the shares, together with
    interest thereon at such rate, not (unless the Company in general meeting
    shall otherwise direct) exceeding 15 per cent. per annum, as the Directors
    may determine from the time of forfeiture or surrender until the time of
    payment, but his liability shall cease if and when the Company shall have
    received payment in full of all such monies in respect of the shares, together
    with interest as aforesaid. The Directors may, if they shall think fit, waive
    the payment of such interest or any part thereof. The Company may enforce
    payment of such monies without being under any obligation to make any allowance
    for the value of the shares forfeited or surrendered or for any consideration
    received on their disposal.- 11 -

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34.
    Lien on
    partly-paid sharesThe Company shall
        have a first and paramount lien on every share (not being a fully-paid
        share) for all monies (whether presently payable or not) called or payable
        at a fixed time in respect of such share; but the Directors may at any
        time waive any lien which has arisen and may declare any share to be
        wholly or in part exempt from the provisions of this Article. The Company's
        lien, if any, on a share shall extend to all amounts payable in respect
    of it.35.
    Enforcement
    of lien by saleThe Company may
        sell, in such manner as the Directors think fit, any share on which the
        Company has a lien, but no sale shall be made unless a sum in respect
        of which the lien exists is presently payable, nor until the expiration
        of 14 days after a notice, (i) stating, and demanding payment of, the
        sum presently payable, and (ii) giving notice of intention to sell in
        default of such payment, has been given to the registered holder for
        the time being of the share, or the person entitled thereto by reason
    of his death or bankruptcy or otherwise by operation of law.36.
    Application
    of sale proceedsThe net proceeds
        of such sale, after payment of the costs thereof, shall be applied in
        or towards satisfaction of such part of the amount in respect of which
        the lien exists as is presently payable. The residue, if any, shall (subject
        to a like lien for sums not presently payable as existed upon the shares
        before the sale) be paid to the person entitled to the shares at the
        date of sale. For giving effect to any such sale the Directors may authorise
        some person to transfer the shares sold to, or in accordance with the
    directions of, the purchaser.37.
    Statutory
    declarationA statutory declaration
        in writing that the declarant is a Director or the Secretary of the Company,
        and that a share has been duly forfeited or surrendered or sold to satisfy
        a lien of the Company on a date stated in the declaration, shall be conclusive
        evidence of the facts stated therein against all persons claiming to
        be entitled to the share. Such declaration and the receipt of the Company
        for the consideration (if any) given for the share on the sale, re-allotment
        or disposal thereof, together with, in the case of certificated shares,
        the share certificate delivered to a purchaser or allottee thereof, shall
        (subject to the execution of a transfer if the same be required) constitute
        a good title to the share and the person to whom the share is sold, re-allotted
        or disposed of shall be registered as the holder of the share and shall
        not be bound to see to the application of the purchase money (if any)
        nor shall his title to the share be affected by any irregularity or invalidity
        in the proceedings relating to the forfeiture, surrender, sale, re-allotment
    or disposal of the share.- 12 -

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TRANSFER OF
SHARES
38.
    Transfers
    of uncertificated sharesAll transfers
        of uncertificated shares shall be made in accordance with and be subject
        to the provisions of the Regulations and the facilities and requirements
        of the relevant system and, subject thereto, in accordance with any arrangements
    made by the Directors pursuant to Article 12.1.39.
    Form of
    transfer39.1
    All transfers
        of certificated shares shall be effected by instrument in writing in
    any usual or common form or any other form which the Directors may approve.39.2
    The instrument
        of transfer of any certificated share in the Company shall be signed
        by or on behalf of the transferor (and, in the case of a share which
        is not fully paid, shall also be signed by or on behalf of the transferee).
        In relation to the transfer of any share (whether a certificated or an
        uncertificated share) the transferor shall be deemed to remain the holder
        of the share until the name of the transferee is entered in the Register
    in respect thereof.40.
    Right
    to decline registrationSubject to Article
        76, the Directors may, in their absolute discretion and without assigning
        any reason therefor, refuse to register any transfer of any share which
        is not a fully-paid share (whether certificated or uncertificated) provided
        that, where any such shares are admitted to the Official List of the
        UK Listing Authority, such discretion may not be exercised in a way which
        the UK Listing Authority regards as preventing dealings in the shares
        of the relevant class or classes from taking place on an open or proper
        basis. The Directors may likewise refuse to register any transfer of
        a share (whether certificated or uncertificated), whether fully-paid
    or not, in favour of more than four persons jointly.41.
    Further
    rights to decline registrationIn relation to
        a certificated share, the Directors may decline to recognise any instrument
    of transfer unless:-(a)
    the instrument
        of transfer (duly stamped, if required) is left at the Office, or at
        such other place as the Directors may from time to time determine, accompanied
        by the certificate(s) of the shares to which it relates and such other
        evidence as the Directors may reasonably require to show the right of
        the transferor 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); and(b)
    the instrument
    of transfer is in respect of only one class of share.42.
    Notice
    of refusal to registerIf
        the Directors refuse to register a transfer they shall, in the case of
        certificated shares, within two months after the date on which the transfer
        was lodged with the Company, send to the transferee notice of the refusal
        and (except in the case of fraud or suspected fraud) return to him the
        instrument of transfer or, in the case of uncertificated shares, notify
        such person as may be required by the Regulations and the requirements
        of the relevant system concerned. All instruments of transfer which are
    registered may be retained by the Company.43.
    No
    fee for registrationNo
        fee shall be charged by the Company on the registration of any instrument
        of transfer, probate, letters of administration, certificate of death
        or marriage, power of attorney, stop notice or other document or instruction
        relating to or affecting the title to any shares or otherwise for making
    any entry in the Register affecting the title to any shares.- 13 -

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44.
    Suspension
    of registrationThe registration
        of transfers may be suspended at such times and for such periods as the
        Directors may from time to time determine, and either generally or in
        respect of any class of shares except that, in respect of any shares
        which are uncertificated shares, the Register shall not be closed without
        the consent of the operator of the relevant system, provided always that
        such registration shall not be suspended, either generally or otherwise,
    for more than 30 days in any year.45.
    Destruction
    of documentsThe Company shall
    be entitled to destroy:-(a)
    any instrument
        of transfer (which phrase, together with references to documents, shall
        for the purposes of this Article 45 include electronic communications
        and any electronic or tangible copies of the same or of any documents)
        or other document which has been registered, or on the basis of which
        registration was made, at any time after the expiration of six years
    from the date of registration thereof;(b)
    any dividend mandate
        or any variation or cancellation thereof or any notification of change
        of address, at any time after the expiration of two years from the date
    of recording thereof; and(c)
    any share certificate
        which has been cancelled, at any time after the expiration of one year
    from the date of such cancellation,and
        it shall conclusively be presumed in favour of the Company that every
        entry in the Register purporting to have been made on the basis of an
        instrument of transfer or other document so destroyed was duly and properly
        made, that every instrument of transfer so destroyed was a valid and
        effective instrument duly and properly registered, that every share certificate
        so destroyed was a valid certificate duly and properly cancelled and
        that every other document destroyed hereunder was a valid and effective
        document in accordance with the recorded particulars thereof in the books
    or records of the Company, provided always that:-(i)
    the provisions
        aforesaid shall apply only to the destruction of a document in good faith
        and without express notice to the Company that the preservation of such
    document was relevant to any claim (regardless of the parties thereto);(ii)
    nothing contained
        in this Article shall be construed as imposing upon the Company any liability
        in respect of the destruction of any such document earlier than as aforesaid
    or in any case where the conditions of Article 45 (a) are not fulfilled;(iii)
    references in
        this Article to instruments of transfer shall include, in relation to
        uncertificated shares, instructions and/or notifications made in accordance
    with the relevant system concerned relating to the transfer of such shares;(iv)
    references in
        this Article to the destruction of any document include references to
    its disposal in any manner; and(v)
    in relation to
        uncertificated shares, the provisions of this Article shall apply only
    to the extent the same are consistent with the Regulations.- 14 -

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TRANSMISSION OF
    SHARES
46.
    Transmission
    on deathIn case of the
        death of a Member the survivor or survivors where the deceased was a
        joint holder, and the legal personal representatives of the deceased
        where he was a sole or only surviving holder, shall be the only persons
        recognised by the Company as having any title to his interest in the
        shares; but nothing herein contained shall release the estate of a deceased
        Member from any liability in respect of any share which had been solely
    or jointly held by him.47.
    Person
    entitled by transmissionAny person becoming
        entitled to a share in consequence of the death or bankruptcy of a Member
        or otherwise by operation of law may, upon such evidence being produced
        as may from time to time properly be required by the Directors and subject
        as hereinafter provided, elect either to be registered himself as holder
        of the share or to have some person nominated by him registered as the
        transferee thereof, but the Directors shall, in either case, have the
        same right to decline or suspend registration as they would have had
        in the case of a transfer of the share by the Member registered as the
        holder of any such share before his death or bankruptcy or other event,
    as the case may be.48.
    Restrictions
    on electionIf the person
        so becoming entitled shall elect to be registered himself, he shall deliver
        or send to the Company a notice in writing signed by him stating that
        he so elects. If he shall elect to have another person registered he
        shall testify his election by executing to that person a transfer of
        the share. All the limitations, restrictions and provisions of these
        Articles relating to the right to transfer and the registration of transfers
        of shares shall be applicable to any such notice or transfer as aforesaid
        as if the death or bankruptcy of the Member or other event had not occurred
        and the notice or transfer were a transfer signed by the Member registered
    as the holder of any such share.49.
    Rights
    of persons entitled by transmissionA person becoming
        entitled to a share by reason of the death or bankruptcy of the holder
        or otherwise by operation of law shall, upon supplying to the Company
        such evidence as the Directors may reasonably require to show his title
        to the share, be entitled to the same dividends and other advantages
        to which he would be entitled if he were the registered holder of the
        share, except that he shall not, before being registered as a Member
        in respect of the share, be entitled in respect of it to exercise any
        right conferred by membership in relation to meetings of the Company
        (including meetings of the holders of any class of shares in the Company),
        provided always that the Directors may at any time give notice requiring
        any such person to elect either to be registered himself or to transfer
        the share, and, if the notice is not complied with within 60 days, the
        Directors may thereafter withhold payment of all dividends, bonuses or
        other monies payable in respect of the share until the requirements of
    the notice have been complied with.- 15 -
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UNTRACED
      SHAREHOLDERS
50.
    Power
    to sell sharesThe
        Company shall be entitled to sell, at the best price reasonably obtainable
        at the time of sale, any share of a Member or any share to which a person
    is entitled by transmission if and provided that:-(a)
    for
        a period of 12 years no cheque, warrant or order sent by the Company
        in the manner authorised by these Articles in respect of the share in
        question has been cashed and no communication has been received by the
        Company from the Member or the person entitled by transmission; provided
    that, in such period of 12 years, at least
        three dividends whether interim or final on or in respect of the share
        in question have become payable and no such dividend during that period
    has been claimed; and(b)
    the
        Company has, on or after expiration of the said period of 12 years, by
        advertisement in both a national newspaper and a newspaper circulating
        in the area in which the last known address of the member or the address
        at which service of notices may be effected in the manner authorised
        in accordance with the provisions of these Articles is located, given
        notice of its intention to sell such share (but so that such advertisements
        need not refer to the names of the holder(s) of the share or identify
    the share in question); and(c)
    the
        Company has not, during the further period of three months after the
        publication of such advertisements and prior to the exercise of the power
        of sale, received any communication from the Member or person entitled
    by transmission; and(d)
    if
        the shares are admitted to the Official List of the UK Listing Authority
        or dealt in on the London Stock Exchange, the Company has given notice
        in writing to the London Stock Exchange of its intention to sell such
    share.51.
    Power
    to sell further sharesIf,
        during any 12 year period or three month period referred to in Article
        50, further shares have been issued in respect of those held at the beginning
        of such 12 year period or of any subsequently issued during such periods
        and all the other requirements of such Article have been satisfied in
        respect of the further shares, the Company may also sell such further
    shares.52.
    Authority
    to effect saleTo
        give effect to any sale pursuant to the previous two Articles, the Directors
        may authorise any person to execute as transferor an instrument of transfer
        of the said share and such instrument of transfer shall be as effective
        as if it had been executed by the registered holder of, or person entitled
        by transmission to, such share. The transferee shall not be bound to
        see to the application of the purchase monies and the title of the transferee
        shall not be affected by any irregularity or invalidity in the proceedings
        relating thereto. The net proceeds of sale shall belong to the Company
        which shall be obliged to account to the former Member or other person
        previously entitled as aforesaid for an amount equal to such proceeds
        and shall enter the name of such former Member or other person in the
        books of the Company as a creditor for such amount. No trust shall be
        created in respect of the debt, no interest shall be payable in respect
        of the same and the Company shall not be required to account for any
        money earned on the net proceeds, which may be employed in the business
        of the Company or invested in such investments (other than shares of
        the Company or its holding company (if any)) as the Directors may from
    time to time think fit.53.
    Authority
    to cease sending chequesIf
        either (i) on two consecutive occasions cheques, warrants or orders in
        payment of dividends or other monies payable in respect of any share
        have been sent through the post or otherwise in accordance with the provisions
        of these Articles but have been returned undelivered or left uncashed
        during the periods for which the same are valid or any transfer by bank
        or other funds transfer system has not been satisfied; or (ii) following
        one such occasion reasonable enquiries have failed to establish any new
        address of the registered holder; the Company need not thereafter despatch
        further cheques, warrants or orders and need not thereafter transfer
        any sum (as the case may be) in payment of dividends or other monies
        payable in respect of the share in question until the Member or other
        person entitled thereto shall have communicated with the Company and
    supplied in writing to the Office an address for the purpose.
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ALTERATION OF CAPITAL
54.
    Increase
    of share capitalThe
        Company may from time to time by ordinary resolution increase its share
        capital by such sum, to be divided into shares of such amount, as the
        ordinary resolution shall prescribe. All new shares shall be subject
        to the provisions of these Articles with reference to allotment, payment
    of calls, forfeiture, lien, transfer and transmission and otherwise.55.
    Consolidation,
    sub-division and cancellationThe
    Company may by ordinary resolution:-(a)
    consolidate and
        divide all or any of its share capital into shares of a larger nominal
    value than its existing shares;(b)
    sub-divide all
        or any of its share capital into shares of smaller nominal value, provided
    that:-(i)
    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 was in the case of the
    share from which the reduced share is derived; and(ii)
    the resolution
        whereby any share is sub-divided may determine that as between the resulting
        shares one or more of such shares may be given any preference or advantage
        or be subject to any restriction as regards dividend, capital, voting
    or otherwise over the others or any other of such shares;(c)
    cancel
        any shares which, at the date of the passing of the ordinary 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.56.
    Fractions
    of sharesSubject
        to any direction by the Company in general meeting, whenever as the result
        of any consolidation or division of shares Members of the Company are
        entitled to any issued shares of the Company in fractions, the Directors
        may deal with such fractions as they shall determine and in particular
        may sell the shares to which Members are so entitled in fractions to
        any person (including, subject to the provisions of the Statutes, the
        Company) and pay and distribute to and amongst the Members entitled to
        such shares in due proportions the net proceeds of the sales thereof
        save for individual entitlements (net of expenses) not exceeding £3
        which may be retained for the benefit of the Company. For the purpose
        of giving effect to any such sale the Directors may, in respect of certificated
        shares, nominate some person to execute a transfer of the shares sold
        on behalf of the Members so entitled to, or, in respect of uncertificated
        shares nominate any person to transfer such shares in accordance with
        the facilities and requirements of the relevant system concerned or make
        such other arrangements as are compatible with the relevant system concerned
        or, in either case, in accordance with the directions of the purchaser
        thereof and may cause the name of the transferee(s) to be entered in
        the Register as the holder(s) of the shares comprised in any such transfer,
        and such transferee(s) shall not be bound to see to the application of
        the purchase money nor shall the title of such transferee(s) to the shares
        be affected by any irregularity or invalidity in the proceedings in reference
        to the sale. For the purposes of this Article, any shares representing
        fractional entitlements to which any Member would, but for this Article,
        become entitled may be issued in certificated form or uncertificated
    form.
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57.
    Reduction
    of share capitalSubject to the
    provisions of the Statutes, the Company may by special resolution reduce
        its share capital, any capital redemption reserve and any share premium
    account in any way.GENERAL
    MEETINGS58.
    Annual
    general meetingThe Company shall
    in each year hold a general meeting as its annual general meeting in addition
        to any other meetings in that year, and not more than 15 months shall
    elapse between the date of one annual general meeting of the Company and
    that of the next. The annual general meeting shall be held at such time and
    place as the Directors shall appoint.59.
    Extraordinary
    general meetingsAll general meetings
    other than annual general meetings shall be called extraordinary general
    meetings.60.
    Convening
    of extraordinary general meetingsThe Directors
    may, whenever they think fit, convene an extraordinary general meeting, and
        extraordinary general meetings shall also be convened on such requisition,
    or, in default, may be convened by such requisitionists, as provided by the
    Statutes. If at any time there are not within the United Kingdom sufficient
    Directors capable of acting to form a quorum the Directors in the United
    Kingdom capable of acting may convene an extraordinary general meeting in
    the same manner as nearly as possible as that in which meetings may be convened
    by the Directors.NOTICE
    OF GENERAL MEETINGS61.
    Length
    and form of noticeAn annual general
    meeting and a meeting called for the passing of a special resolution shall
        be called by not less than 21 clear days' notice, and a meeting of the
    Company other than an annual general meeting or a meeting for the passing
    of a special resolution shall be called by not less than 14 clear days' notice.
    The notice shall specify the place, the day and the time of meeting and,
    in the case of any special business, the general nature of that business.
    It shall be given, in the manner hereinafter mentioned or in such other manner,
        if any, as may be prescribed by the Company in general meeting or permitted
    by the Statutes, to such persons as are, under these Articles, entitled to
    receive such notices from the Company and shall comply with the provisions
    of the Statutes as to informing Members of their right to appoint proxies.
    A notice calling an annual general meeting shall specify the meeting as such
    and a notice convening a meeting to pass an extraordinary resolution or a
    special resolution as the case may be shall specify the intention to propose
    the resolution as such.
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62.
    Short
    noticeA meeting of
        the Company shall, notwithstanding that it is called by shorter notice
        than that specified in the last preceding Article, be deemed to have
    been duly called if it is so agreed:-(a)
    in the case of
        a meeting called as the annual general meeting, by all the Members entitled
    to attend and vote thereat; and(b)
    in the case of
        any other meeting, by a majority in number of the Members having a right
        to attend and vote at the meeting, being a majority together holding
        not less than 95 per cent. in nominal value of the shares giving that
    right.63.
    Omission
    or non-receipt of notice or proxyThe
        accidental omission to give notice of a meeting, or to send a form of
        proxy with a notice where required by these Articles, to any person entitled
        to receive notice, or the non-receipt of notice of a meeting or form
        of proxy by any such person, shall not invalidate the proceedings at
    that meeting.64.
    Postponement
    of general meetingsIf
        the Directors, in their absolute discretion, consider that it is impracticable
        or unreasonable for any reason to hold a general meeting on the date
        or at the time or place specified in the notice calling the general meeting,
        they may (notwithstanding that Article 67.4 shall not apply) postpone
        the general meeting to another date, time and/or place. When a meeting
        is so postponed under this Article 64, notice of the date, time and place
        of the postponed meeting shall be placed in at least two national newspapers
        in the United Kingdom. Notice of the business to be transacted at such
    postponed meeting shall not be required.PROCEEDINGS
            AT GENERAL MEETINGS65.
    Ordinary
    and special businessAll
        business shall be deemed special that is transacted at an extraordinary
        general meeting, and also all that is transacted at an annual general
        meeting, with the exception of declaring a dividend, the receiving of
        the annual accounts and the reports of the Directors and Auditors on
        those accounts, the appointment of Directors in place of those retiring,
        the reappointment of Directors appointed since the last annual general
        meeting and the appointment of (when special notice of the resolution
        for such appointment is not required by the Statutes) and the fixing
        of the remuneration of the Auditors or the determination of the manner
    in which such remuneration is to be fixed.66.
    Quorum
    and procedure if quorum not present66.1
    No
        business shall be transacted at any general meeting unless a quorum is
        present at the time when the meeting proceeds to business; save as herein
        otherwise provided, three Members present in person or by proxy and entitled
        to vote shall be a quorum. The appointment of a chairman of the meeting
        in accordance with the provisions of these Articles shall not be treated
    as part of the business of the meeting.66.2
    If
        within half an hour (or such longer time as the chairman of the meeting
        may decide) from the time appointed for 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 day
        (being not more than 28 days later), time and place as the chairman of
        the meeting shall appoint. If at such adjourned meeting a quorum is not
        present within 15 minutes from the time appointed therefor, the Member
        or Members present in person or by proxy and entitled to vote shall have
        power to decide upon all matters which could properly have been disposed
    of at the meeting from which the adjournment took place.
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67.
    Arrangements
    for simultaneous attendance, security and orderly conduct67.1
    In
        the case of any general meeting, the Directors may, notwithstanding the
        specification in the notice convening the general meeting of the place
        at which the chairman of the meeting shall preside (the"Principal
        Place"), make
        arrangements for simultaneous attendance and participation at other places
    by Members and proxies and others entitled to
    attend the general meeting but excluded from the Principal Place under the
    provisions of this Article 67.67.2
    Such
        arrangements for simultaneous attendance at the general meeting may include
        arrangements regarding the level of attendance at the other places provided
        that they shall operate so that any Members and proxies excluded from
        attendance at the Principal Place are able to attend at one of the other
        places. For the purpose of all other provisions of these Articles any
        such general meeting shall be treated as being held and taking place
    at the Principal Place.67.3
    The
        Directors may, for the purpose of facilitating the organisation and administration
        of any general meeting to which such arrangements apply, from time to
        time make arrangements, whether involving the issue of tickets (on a
        basis intended to afford to all Members and proxies and others entitled
        to attend the meeting an equal opportunity of being admitted to the Principal
        Place) or the imposition of some random means of selection or otherwise
        as they shall in their absolute discretion consider to be appropriate,
        and may from time to time vary any such arrangements or make new arrangements
        in their place. The entitlement of any Member or proxy or other person
        entitled to attend a general meeting at the Principal Place shall be
        subject to such arrangements as may for the time being be in force whether
        stated in the notice of the general meeting to apply to that Meeting
        or notified to the Members concerned subsequent to the provision of the
    notice of the general meeting.67.4
    The
        Directors may, in the event that it is not possible or practicable to
        hold any general meeting at the place specified for the holding of such
        general meeting by reason of any security risks or other adverse circumstances,
        direct that such general meeting shall be convened at another place and
        if appropriate another date and/or time and shall in such event notify
    the Members in such manner as they deem appropriate in the circumstances.67.5
    The
        Directors or the chairman of the meeting or any person authorised by
        the Directors may direct that Members, proxies or corporate representatives
        wishing to attend any general meeting or anyone else permitted by the
        chairman of the meeting to attend should submit to such searches or other
        security arrangements or restrictions (including, without limitation,
        restrictions on items of personal property which may be taken into the
        meeting and requirements to provide satisfactory evidence of identity)
        as the Directors or the chairman of the meeting or such person authorised
        by the Directors shall consider appropriate in the circumstances. Such
        persons shall be entitled in their absolute discretion to refuse entry
        to, or to eject from, such general meeting any such person who fails
        to submit to such searches or otherwise to comply with such security
    arrangements or restrictions.67.6
    The
        Directors or the chairman of the meeting or any person authorised by
        the Directors may, at any meeting, take such action as is thought fit
        to secure the safety of the people attending the meeting and to promote
        the orderly conduct of the business of the meeting as laid down in the
        notice of the meeting and the chairman of the meeting's decision, made
        in good faith, on matters of procedure or matters arising incidentally
        from the business of the meeting shall be final, as shall be his determination
    as to whether any matter is of such a nature.68.
    Chairman
    of general meetings and casting vote68.1
    The
        chairman, if any, of the board of Directors or, in his absence, a deputy
        chairman, if any, or, in his absence, a vice chairman, shall preside
        as chairman of every general meeting of the Company. If there is no such
        chairman, deputy chairman or vice chairman, or if at any general meeting
        neither the chairman nor a deputy chairman nor a vice chairman shall
        be present within fifteen minutes after the time appointed for holding
        the meeting or is unwilling to act as chairman, the Directors present
        shall select one of their number to be chairman of the meeting; or if
    no Director is present and willing to take the chair the
    Members present and entitled to vote shall choose one of their number to
    be chairman of the meeting.
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68.1
    The chairman, if any, of the board of Directors or, in his absence,
      a deputy chairman, if any, or, in his absence, a vice chairman, shall preside
      as chairman of every general meeting of the Company. If there is no such
      chairman, deputy chairman or vice chairman, or if at any general meeting
      neither the chairman nor a deputy chairman nor a vice chairman shall be
      present within fifteen minutes after the time appointed for holding the
      meeting or is unwilling to act as chairman, the Directors present shall
      select one of their number to be chairman of the meeting; or if no Director
      is present and willing to take the chair the Members present and entitled
    to vote shall choose one of their number to be chairman of the meeting.68.2
    In
          the case of an equality of votes, whether on a show of hands or on
          a poll, the chairman of the meeting at which the show of hands takes
          place or at which the poll is demanded, shall be entitled to a second
          or casting vote.69.
    Adjournments69.1
    The chairman
        of the meeting may, at any time without the consent of the meeting adjourn
        any meeting (whether or not it has commenced or has already been adjourned
        or a quorum is present) either sine die or to another time and/or place
        where it appears to him that (a) the Members wishing to attend cannot
        be conveniently accommodated in the place appointed for the meeting,
        (b) the conduct of any persons 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.69.2
    In addition
        the chairman of the meeting may, with the consent of any meeting at which
        a quorum is present (and shall if so directed by the meeting), adjourn
        the meeting from time to time and from place to place; but no business
        shall be transacted at any adjourned meeting other than the business
        left unfinished at the meeting from which the adjournment took place.
        When a meeting is adjourned for 30 days or more, not less than seven
        clear days' notice of the adjourned meeting shall be given specifying
        the day, the place and the time of the meeting as in the case of an original
        meeting, but it shall not be necessary to specify in such notice the
        nature of the business to be transacted at the adjourned meeting. Save
    as aforesaid it shall not be necessary to give any notice of an adjournment.70.
    Directors'
    right to attend and speakEach Director
        shall be entitled to attend and speak at any general meeting of the Company
        and at any separate general meeting of the holders of any class of shares
        in the Company. The chairman of the meeting may invite any person to
        attend and speak at any general meeting of the Company whom the chairman
        of the meeting considers to be equipped by knowledge or experience of
    the Company's business to assist in the deliberations of the meeting.71.
    Amendments
    to resolutions71.1
    If an amendment
        shall be proposed to any resolution under consideration but shall in
        good faith be ruled out of order by the chairman of the meeting the proceedings
        on the substantive resolution shall not be invalidated by any error in
    such ruling.71.2
    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 in any event be considered or voted upon and, in the case of a resolution
        duly proposed as an ordinary resolution which is set out in the notice
        convening the meeting in accordance with Article 61, no amendment thereto
        (other than an amendment to correct a patent error) may be considered
        or voted upon unless either at least forty-eight 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 in his absolute discretion decides that it may
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72.
  Method
    of voting and demand for a pollAt
      any general meeting a resolution put to the vote of the meeting shall be
      decided on a show of hands unless a poll is (before or on the declaration
    of the result of the show of hands) demanded:-(a)
   by the chairman of the meeting; or(b)
   by at least three Members present in person or by proxy and entitled to vote at the meeting; or(c)
   by any Member or Members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the Members having the right to vote at the meeting; or(d)
   by a Member or Members present in person or by proxy holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right.Unless
      a poll is so demanded a declaration by the chairman of the meeting that
      a resolution has on a show of hands been carried or carried unanimously,
      or by a particular majority, or lost and an entry to that effect in the
      book containing the minutes of the proceedings of the Company shall be
      conclusive evidence of the fact without proof of the number or proportion
    of the votes recorded in favour of or against such resolution.A
      poll may not be demanded on the election of a chairman of a meeting or
    on question of adjournment.Except
      as provided in Article 73, if a poll is duly demanded it shall be taken
      in such manner (including the use of ballot or voting papers or tickets)
      as the chairman of the meeting directs and he may appoint scrutineers and
      fix a 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.73.
  Timing
    and procedure for a pollA
      poll demanded on any question shall be taken either immediately or at such
      subsequent time (not being more than 30 clear days after the date of the
      meeting or adjourned meeting at which the poll is demanded) and place as
      the chairman of the meeting may direct. No notice need be given of a poll
      not taken immediately. Any business other than that upon which a poll has
      been demanded may be proceeded with pending the taking of the poll. The
      demand for a poll may be withdrawn with the consent of the chairman of
      the meeting at any time before the close of the meeting or the taking of
      the poll, whichever is the earlier, and in that event shall not invalidate
    the result of a show of hands declared before the demand was made.VOTES
    OF MEMBERS74.
  Votes
    of Members and of joint holders74.1
  Subject
      to any rights or restrictions for the time being attached to any class
      or classes of shares and to any other provisions of these Articles, on
      a show of hands every Member present in person shall have one vote, and
      on a poll every Member present in person or by proxy shall have one vote
    for each share of which he is the holder.-
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74.2
    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 share.75.
    Voting
    on behalf of incapable MemberA
        Member in respect of whom an order has been made by any court having
        jurisdiction (in the United Kingdom or elsewhere) in matters concerning
        mental disorder may vote, whether on a show of hands or on a poll, by
        his receiver, curator bonis or other person authorised on his behalf
        by that court, and such receiver, curator bonis or other duly authorised
        person may, on a poll, vote by proxy, provided that evidence to the satisfaction
        of the Directors of the authority of the person claiming to exercise
        the right to vote has been delivered at the Office (or at such other
        place as may be specified in accordance with these Articles for the delivery
        or receipt of appointments of a proxy) not later than the last time at
        which an appointment of proxy should have been delivered or received
        in order to be valid for use at that meeting or on the holding of that
    poll.76.
    Suspension
    of rights for non-payment of calls and non-disclosure of interests76.1
    No
        Member shall, unless the Directors otherwise determine, be entitled,
        in respect of any share in the capital of the Company held by him, to
        be present or to vote on any question, either in person or by proxy,
        at any general meeting, or separate general meeting of the holders of
        any class of shares of the Company, or to be reckoned in a quorum, if
        any call or other sum presently payable by him to the Company in respect
    of such share remains unpaid.76.2
    If
        any Member, or any other person appearing to the Directors to be interested
        in any shares in the capital of the Company held by such Member, has
        been duly served with a notice under section 212 of the Act and is in
        default for the period of 14 days from the date of service of the notice
        under the said section 212 in supplying to the Company the information
        thereby required, then the Company may (at the absolute discretion of
        the Directors) at any time thereafter by notice (a"restriction
        notice") to
        such Member direct that, in respect of the shares in relation to which
        the default occurred and any other shares held at the date of the restriction
        notice by the Member, or such of them as the Directors may determine
        from time to time, (the"restricted
        shares"which
        expression shall include any further shares which are issued in respect
        of any restricted shares), the Member shall not, nor shall any transferee
        to which any of such shares are transferred other than pursuant to a
        permitted transfer or pursuant to Article 76.3(c) below, be entitled
        to be present or to vote on any question, either in person or by proxy,
        at any general meeting of the Company or separate general meeting of
        the holders of any class of shares of the Company, or to be reckoned
    in a quorum.76.3
    Where
        the restricted shares represent at least 0.25 per cent. (in nominal value)
        of the issued shares of the same class as the restricted shares, then
    the restriction notice may also direct that:-(a)
    any
        dividend or any part thereof or other monies which would otherwise be
        payable on or in respect of the restricted shares shall be withheld by
        the Company; shall not bear interest against the Company; and shall be
        payable (when the restriction notice ceases to have effect) to the person
        who would but for the restriction notice have been entitled to them;
    and/or(b)
    where
        an offer of the right to elect to receive shares of the Company instead
        of cash in respect of any dividend or part thereof is or has been made
        by the Company, any election made thereunder by such Member in respect
    of such restricted shares shall not be effective; and/or-
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(c)
    no
        transfer of any of the shares held by such Member shall be recognised
        or registered by the Directors unless the transfer is a permitted transfer
    or:-(i)
    the
        Member is not himself in default as regards supplying the information
    required; and(ii)
    the
        transfer is of part only of the Member's holding and, when presented
        for registration, is accompanied by a certificate by the Member in a
    formsatisfactory
    to the Directors to the effect that after due and careful enquiry the Member
    is satisfied that none of the shares the subject of the transfer are restricted
    shares.Upon
    the giving of a restriction notice its terms shall apply accordingly.76.4
    The
        Company shall send a copy of the restriction notice to each other person
        appearing to be interested in the shares the subject of such restriction
        notice, but the failure or omission by the Company to do so shall not
    invalidate such notice.76.5
    Any
          restriction notice shall have effect in accordance with its terms until
          7 days after the Directors
          are satisfied that the default in respect of which the restriction
          notice was issued no longer
          continues but shall cease to have effect in relation to any shares
          which are transferred
          by such Member by means of a permitted transfer or in accordance with Article
          76.3(c) above on receipt by the Company of notice that a transfer as
          aforesaid has been
          made. The Company may (at the absolute discretion of the Directors)
          at any time give
          notice to the Member cancelling, or suspending for a stated period
          the operation of, a restriction
    notice in whole or in part.76.6
    For
    the purposes of this Article 76:-(a)
    a
        person shall be treated as appearing to be interested in any shares if
        the Member holding such shares has given to the Company a notification
        whether following service of a notice under the said section 212 or otherwise
        which either (i) names such person as being so interested or (ii) (after
        taking into account the said notification and any other relevant information
        in the possession of the Company) the Company knows or has reasonable
        cause to believe that the person in question is or may be interested
    in the shares; and(b)
    a
    transfer of shares is a permitted transfer if but only if:-(i)
    it
        is a transfer by way of, or in pursuance of, acceptance of a takeover
    offer for the Company (as defined in section 428 of the Act); or(ii)
    the
        Directors are satisfied that the transfer is made pursuant to a bona
        fide sale of the whole of the beneficial ownership of the shares to a
        third party unconnected with the transferring Member or with any other
        person appearing to the Directors to be interested in such shares (and
        for the purposes of this Article 76.6(b)(ii) any associate (as that term
        is defined in section 435 of the Insolvency Act 1986) of the Member or
        of any other person appearing to the Directors to be interested in any
        of the restricted shares shall be deemed to be connected with the transferring
    Member); or(iii)
    the
        transfer results from a sale made on or through the London Stock Exchange
        or any stock exchange outside the United Kingdom on which the Company's
        shares of the same class as the restricted shares are normally dealt
    in.76.7
    The
        provisions of this Article 76 are in addition and without prejudice to
    the provisions of the Statutes.-
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77.
    Objections
    to and errors in votingNo
          objection shall be raised to the qualification of any voter or to the
          counting of, or failure to count, a vote except at the meeting or adjourned
          meeting at which the vote objected to is given or tendered (or at which
          the error occurs), and every vote not disallowed at such meeting shall
          be valid for all purposes. Any such objection made in due time shall
          be referred to the chairman of the meeting, whose decision shall be
          final and conclusive.78.
    Voting
    on a pollOn
        a poll votes may be given personally or by proxy and a Member entitled
        to more than one vote need not, if he votes, use all his votes or cast
    all the votes he uses in the same way.79.
    Execution
    of proxiesThe
        appointment of a proxy shall be inanyusual
    or common form, or any other form which the Directors may approve:-(a)
    under
        the hand of the appointor or of his attorney duly authorised in writing;
    or(b)
    if
        the appointor is a corporation, either under seal, or under the hand
    of an officer or attorney duly authorised; or(c)
    by
    electronic communication subject to Article 81.1.The
    signature, if applicable, on any such appointment need not be witnessed.80.
    Appointment
    of proxiesA
        proxy need not be a Member of the Company. A Member may appoint more
    than one proxy to attend on the same occasion. Appointment of a proxy shall
    not preclude a Member from attending and voting in person at the meeting
    or any adjournment thereof.81.
    Delivery
    of proxies81.1
    The
    appointment of a proxy shall:(a)
    (in
        the case of an appointment not contained in an electronic communication)
        be deposited at the Office or at such other place or one of such places
        (if any) within the United Kingdom as is or are specified for that purpose
        by way of note to the notice convening the meeting or in any document
    accompanying such notice; or(b)
    (in
        the case of an appointment contained in an electronic communication)
        where an address or other means of communication with the Company has
        been provided for the purpose of receiving electronic communications
        in or by way of note to the notice convening the meeting or in any other
        document accompanying such notice, or in any invitation contained in
        an electronic communication to appoint a proxy issued by the Company
    in relation to the meeting, be received at such address or by such means,not
          less than 48 hours before the time for holding the meeting or adjourned
          meeting at which the person named in the appointment proposes to vote
          or, in the case of a poll taken otherwise than at or on the same day
          as the meeting or adjourned meeting, not less than 24 hours before
          the time appointed for the taking of the poll at which it is to be
          used, and in default the appointment of a proxy shall not be treated
          as valid. Failing previous registration with the Company, the power
          of attorney or other authority, if any, under which the appointment
          of a proxy is executed, or a notarially certified copy or a copy certified
    in accordance with the Powers of Attorney Act 1971 of that power ofcopy
    certified in accordance with the Powers of Attorney Act 1971 of that power
    of attorney, or a
    copy in some other way approved by the Directors, shall (whether (a) or (b)
    above shall apply) also be deposited or received at the Office or at such
    other place specified in accordance with (a) above, or (if the Directors
    so agree) at the address or by the means provided in accordance with (b)
    above, not later than the time by which the appointment of a proxy is required
    to be deposited or (as the case may be) received in accordance with this
    Article.-
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Without limiting
        the foregoing, in relation to any shares which are held in uncertificated
        form, the Directors may from time to time permit appointments of a proxy
        to be made by means of an electronic communication in the form of an
        Uncertificated Proxy Instruction, (that is, a properly authenticated
        dematerialised instruction, and/or other instruction or notification,
        which is sent by means of the relevant system concerned and received
        by such participant in that system acting on behalf of the Company as
        the Directors may prescribe, in such form and subject to such terms and
        conditions as may from time to time be prescribed by the Directors (subject
        always to the facilities and requirements of the relevant system concerned));
        and may in a similar manner permit supplements to, or amendments or revocations
        of , any such Uncertificated Proxy Instruction to be made by like means.
        Notwithstanding any other provision of these Articles, the Directors
        may in addition prescribe the method of determining the time at which
        any such properly authenticated dematerialised instruction (and/or other
        instruction or notification) is to be treated as received by the Company
        or such participant. The Directors may treat any such Uncertificated
        Proxy Instruction which purports to be or is expressed to be sent on
        behalf of a holder of a share as sufficient evidence of the authority
    of the person sending that instruction to send it on behalf of that holder.81.2
    An appointment
        of a proxy and any other document referred to in the last sentence of
        Article 81.1 shall be deemed to have been validly deposited or received
        in accordance with Article 81.1 if the appointment is received at the
        Office or at such other place specified in accordance with Article 81.1(a)
        by facsimile transmission within the period of time specified by Article
        81.1 provided that the original appointment in the same form as the appointment
        received by facsimile transmission is deposited at the place at which
        the facsimile transmission was received not less than 3 hours before
        the time appointed for the meeting or adjourned meeting or the holding
    of a poll subsequently at which the vote is to be used.81.3
    If two or more
        valid but differing appointments of a proxy are delivered or (in the
        case of electronic communication) received in accordance with Article
        81.1 in respect of the same share for use at the same meeting, the one
        which is last delivered or, as the case may be, received as aforesaid
        (regardless of its date, its date of sending or the date of its execution)
        shall be treated as replacing and revoking the others as regards that
        share. If the Company is unable to determine which was delivered or received
    last, none of them shall be treated as valid in respect of that share.82.
    Validity
    of proxiesAn appointment
        of a proxy shall, unless the contrary is stated thereon, be valid as
        well for any adjournment of the meeting to which it relates. No appointment
        of a proxy shall be valid after the expiration of 12 months from the
        date of its receipt in accordance with Article 81.1 except at an adjourned
        meeting or on a poll demanded at a meeting or adjourned meeting in cases
    where the meeting was originally held within 12 months from that date.83.
    Authority
    of proxies to call for a pollThe appointment
        of a proxy shall be deemed to confer authority on the proxy to demand
    or join in demanding a poll.84.
    Cancellation
    of proxy's authority- 26 -

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A vote given
        or poll demanded in accordance with the terms of an appointment of a
        proxy or by the duly authorised representative of a corporation shall
        be valid notwithstanding the previous death or insanity of the principal
        or revocation of the proxy or determination of the authority of the person
        voting or demanding a poll, provided that no notice of such death, insanity,
        revocation or determination shall have been received by the Company at
        the Office or such other place (if any) as is specified for depositing
        the instrument of proxy (or, where the appointment of the proxy is contained
        in an electronic communication, at the address at which such appointment
        was duly received) in accordance with Article 81.1 before the commencement
        of the meeting or adjourned meeting or the holding of a poll subsequently
    thereto at which such vote is given.85.
    Written
    resolutionsSubject to the
        provisions of the Statutes, a resolution in writing signed by all the
        Members for the time being entitled to receive notice of and to attend
        and vote at general meetings (or being corporations by their duly authorised
        representatives) shall be as valid and effective as if the same had been
        passed at a general meeting of the Company duly convened and held, and
        may consist of two or more documents in like form each signed by one
    or more of the Members.86.
    Corporate
    representativesAny corporation
        which is a Member may by resolution of its directors or other governing
        body authorise such person as it thinks fit to act as its representative
        at any meeting of the Company or of any class of Members, and the person
        so authorised shall be entitled to exercise the same powers on behalf
        of the corporation which he represents as that corporation could exercise
        if it were an individual Member and such corporation shall for the purposes
        of these Articles be deemed to be present in person at any such meeting
    if a person so authorised is present thereat.DIRECTORS
87.
    Number
    of DirectorsUnless and until
        the Company in general meeting shall otherwise determine, the number
        of Directors shall be not more than 36 nor less than 12. The Company
        may by ordinary resolution from time to time vary the minimum number
    and/or maximum number of Directors.88.
    Directors'
    shareholding qualificationA Director shall
    not be required to hold any shares in the capital of the Company.89.
    Age
    of DirectorsThe provisions
        of section 293 of the Act (which regulate the appointment and continuation
        in office of Directors who have attained the age of 70) shall apply to
    the Company.90.
    Other
    interests of DirectorsA Director of
        the Company may be or continue as or become a director or other officer,
        servant or member of, or otherwise interested in, any body corporate
        promoted by the Company or in which the Company may be interested as
        shareholder or otherwise, and no such Director shall be accountable to
        the Company for any remuneration or other benefits received or receivable
        by him as a director or other officer servant or member of, or from his
    interest in, such other body corporate.91.
    Directors'
    fees and expenses- 27 -

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91.1
    The Directors
        other than those Directors who are appointed to any executive office
        shall be paid out of the funds of the Company by way of fees for their
        services as Directors such sums (if any) as the Directors may from time
        to time determine not exceeding in the aggregate a sum in respect of
        each financial year of the Company (excluding amounts payable under any
        other provision of these Articles) of £750,000 or such larger amount
        as the Company may by ordinary resolution determine. Such remuneration
    shall be deemed to accrue from day to day.91.2
    The Directors
        may also be paid all reasonable travelling, hotel and other expenses
        properly incurred by them in attending and returning from meetings of
        the Directors or any committee of the Directors or general meetings of
        the Company or of the holders of any class of shares or debentures of
    the Company or otherwise in connection with the business of the Company.92.
    Additional
    remunerationAny Director
        who is appointed to any executive office or who serves on any committee
        or who devotes special attention to the business of the Company, or who
        goes or who resides abroad, or who otherwise performs services which
        in the opinion of the Directors are outside the scope of the ordinary
        duties of a Director, may be paid such extra remuneration by way of salary,
    percentage of profits or otherwise as the Directors may determine.93.
    Register
    of Directors' interestsThe Company
        shall in accordance with the provisions of the Statutes duly keep a register
        showing, as respects each Director, interests of his in shares in, or
    debentures of, the Company or associated companies.BORROWING
POWERS
94.
    Directors'
    borrowing powers and restrictions on borrowing94.1
    Subject as hereinafter
        provided the Directors may exercise all the powers of the Company to
        borrow money, and to mortgage or charge its undertaking, property and
        uncalled capital, or any part thereof, and, subject to the provisions
        of the Statutes to issue debentures, debenture stock, and other securities
        whether outright or as security for any debt, liability or obligation
    of the Company or of any third party.94.2
    The Directors
        shall restrict the borrowings of the Company and exercise all voting
        and other rights or powers of control exercisable by the Company in relation
        to its subsidiary undertakings (if any) so as to secure (so far, as regards
        subsidiary undertakings, as by such exercise they can secure) that the
        aggregate amount for the time being remaining outstanding of all monies
        borrowed by the Group (which expression in this Article means the Company
        and its subsidiary undertakings for the time being) and for the time
        being owing to persons outside the Group shall not at any time, without
        the previous sanction of an ordinary resolution of the Company in general
    meeting, exceed a sum equal to one and a half times the aggregate of:-(a)
    the amount paid
    up on the issued share capital of the Company; and(b)
    the total of the
        capital and revenue reserves of the Group (including any share premium
        account, any capital redemption reserve, any credit balance on the profit
        and loss account, any revaluation reserve and any equalisation reserve
        or provision) in each case, whether or not such amounts are available
    for distribution;all
        as shown in the latest audited consolidated balance sheet of the Group
    but after:-- 28 -

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(i)
   making such adjustments as may be appropriate in respect of any variation in such amount paid up on the issued share capital or share premium account or capital redemption reserve or merger reserve since the date of such latest audited consolidated balance sheet and so that for this purpose if any issue or proposed issue of shares for cash or otherwise has been underwritten or otherwise agreed to be subscribed (for cash or otherwise) then, at any time when the underwriting of such shares or other agreement as aforesaid shall be unconditional, such shares shall be deemed to have been issued and the amount (including any premium) payable (or which would be credited as payable) in respect thereof (not being monies payable later than six months after the date of allotment) shall be deemed to have been paid up to the extent that the underwriters or other persons are liable therefor;(ii)
   deducting (to the extent included):-(A)
   any amounts distributed or proposed to be distributed (but not provided in such latest audited consolidated balance sheet) other than distributions attributable to the Company or any subsidiary undertaking;(B)
   any amounts attributable to goodwill (other than goodwill arising on consolidation);(iii)
  excluding:-(A)
  any
    sums set aside for taxation;(B)
  any
      amounts attributable to outside shareholders in subsidiary undertakings
    of the Company;(iv)
  deducting
    any debit balance on the profit and loss account; and(v)
  making
    such adjustments (if any) as the Auditors may consider appropriate.94.3
  For
      the purpose of the foregoing limit "monies borrowed" shall be deemed to
      include the following except in so far as otherwise taken into account
      (together in each case with any fixed or minimum premium payable on final
    redemption or repayment):-(a)
  the
      principal amount for the time being owing (other than to a member of the
      Group) in respect of any loan capital, whether secured or unsecured, issued
    by a member of the Group in whole or in part for cash or otherwise;(b)
  the
      principal amount raised by any member of the Group by acceptances or under
      any acceptance credit opened on its behalf by any bank or accepting house
      other than acceptances relating to the purchase of goods in the ordinary
    course of trading and outstanding for not more than 90 days; and(c)
  the
      nominal amount of any issued share capital, and the principal amount of
      any monies borrowed or other indebtedness, the redemption or repayment
      of which is guaranteed or secured or is the subject of an indemnity given
      by any member of the Group and the beneficial interest in the redemption
    or repayment of which is not owned within the Group,but "monies
      borrowed" shall not
include and shall be deemed not to include:-(i)
  amounts
      borrowed for the purpose of repaying the whole or any part (with or without
      premium) of any monies borrowed by any member of the Group then outstanding
    and so to be applied within six months of being soborrowed,
    pending their application for such purpose within such period; and- 29 -

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(ii)
    the
        proportion of the excess outside borrowing of a partly owned subsidiary
        undertaking which corresponds to the proportion of its equity share capital
        which is not directly or indirectly attributable to the Company and so
        that, for this purpose, the expression "excess outside borrowing" shall
        mean so much of the monies borrowed by such partly owned subsidiary undertaking
        otherwise than from members of the Group as exceeds the monies borrowed
    (if any) from and owing to it by other members of the Group.When
        the aggregate amount of monies borrowed required to be taken into account
        for the purposes of this Article 94 on any particular day is being ascertained,
        any of such monies denominated or repayable (or repayable at the option
        of any person other than the Company or any subsidiary undertaking) in
        a currency other than sterling shall be translated, for the purpose of
        calculating the sterling equivalent, at the rate(s) of exchange prevailing
        on that day in London, or on the last business day six months before
        such day if thereby such aggregate amount would be less (and so that
        for this purpose the rate of exchange prevailing shall be taken as the
        spot rate in London quoted at or about 11.00 a.m. on the day in question
        by a London clearing bank, approved by the Directors, as being the rate
        for the purchase by the Company of the currency and amount in question
        for sterling) except to the extent (if any) that a contract has been
        entered into establishing in accordance with generally accepted accounting
        practice the sterling cost of repayment of the monies borrowed, in which
        case such sterling equivalent shall (notwithstanding the immediately
        foregoing provisions) be applied in determining the figure used in assessing
    the aggregate amount of monies borrowed.94.4
    A
        certificate or report by the Auditors as to the amount of the limit in
        Article 94.2 or the aggregate amount of monies borrowed falling to be
        taken into account under Article 94.3 or to the effect that the limit
        imposed by this Article has not been or will not be exceeded at any particular
        time or times or during any period shall be conclusive evidence of such
    amount or fact for the purposes of this Article 94.94.5
    No
        lender or other person dealing with the Company or any of its subsidiary
        undertakings shall be concerned to see or inquire whether the said limit
        is observed, and no debt incurred or security given in excess of such
        limit shall be invalid or ineffectual, except in the case of express
        notice to the lender or the recipient of the security at the time when
        the debt was incurred or security given that the said limit has been
    or would thereby be exceeded.94.6
    In
        this Article 94"subsidiary
        undertaking"means
        a subsidiary undertaking of the Company which is required by the Statutes
    to be included in consolidated group accounts.POWERS AND
  DUTIES OF DIRECTORS
95.
    Powers
    of Company vested in the DirectorsThe
        business of the Company shall be managed by the Directors, who may exercise
        all the powers of the Company subject, nevertheless, to the provisions
        of these Articles and of the Statutes, and to such directions as may
        be given by the Company in general meeting by special resolution, provided
        that no alteration of the memorandum of association or these Articles
        and no such direction shall invalidate any prior act of the Directors
        which would have been valid if such alteration had not been made or such
        direction had not been given. The general powers conferred upon the Directors
        by this Article shall not be deemed to be abridged or restricted by any
    specific power conferred upon the Directors by any other Article.96.
    Pensions,
    insurance and gratuities for Directors and others- 30 -
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96.1
    The
        Directors may exercise all the powers of the Company to give or award
        pensions, annuities, gratuities or other retirement, superannuation,
        death or disability allowances or benefits (whether or not similar to
        the foregoing) to (or to any person in respect of) any persons who are
        or have at any time been Directors of or employed by or in the service
        of the Company or of any body corporate which is or was a subsidiary
        undertaking or a parent undertaking of the Company or another subsidiary
        undertaking of a parent undertaking of the Company or otherwise associated
        with the Company or any such body corporate, or a predecessor in business
        of the Company or any such body corporate, and to the wives, widows,
        children and other relatives and dependants of any such persons and may
        establish, maintain, support, subscribe to and contribute to all kinds
        of schemes, trusts and funds (whether contributory or non-contributory)
        for the benefit of such persons as are hereinbefore referred to or any
        of them or any class of them, and so that any Director or former Director
        shall be entitled to receive and retain for his own benefit any such
        pension, annuity, gratuity, allowance or other benefit (whether under
    any such trust, fund or scheme or otherwise).96.2
    Without
        prejudice to any other provisions of these Articles, the Directors may
        exercise all the powers of the Company to purchase and maintain insurance
        for or for the benefit of any persons who are or were at any time Directors,
        officers (excluding auditors) or employees of the Company, or of any
        other body (whether or not incorporated) which is or was its parent undertaking
        or subsidiary undertaking or another subsidiary undertaking of any such
        parent undertaking (together"Group
        Companies")
        or otherwise associated with the Company or any Group Company or in which
        the Company or any such Group Company has or had any interest, whether
        direct or indirect, or of any predecessor in business of any of the foregoing,
        or who are or were at any time trustees of (or directors of trustees
        of) any pension, superannuation or similar fund, trust or scheme or any
        employees' share scheme or other scheme or arrangement in which any employees
        of the Company or of any such other body are interested, including (without
        prejudice to the generality of the foregoing) insurance against any costs,
        charges, expenses, losses or liabilities suffered or incurred by such
        persons in respect of any act or omission or alleged act or omission
        in the actual or purported execution and/or discharge of their duties
        and/or the exercise or purported exercise of their powers and discretions
        and/or otherwise in relation to or in connection with their duties, powers
        or offices in relation to the Company or any Group Company or any such
    other body, fund, trust, scheme or arrangement.97.
    Local
    boardsThe Directors
        may make such arrangements as they think fit for the management and transaction
        of the Company's affairs in the United Kingdom and elsewhere and may
        from time to time and at any time establish any local boards or agencies
        for managing any of the affairs of the Company in any specified locality,
        and may appoint any persons to be members of such local board, or any
        managers or agents, and may fix their remuneration. The Directors from
        time to time, and at any time, may delegate to any person so appointed
        any of the powers, authorities, and discretions for the time being vested
        in the Directors (other than the powers of borrowing and of making calls),
        with power to sub-delegate, and may authorise the members for the time
        being of any such local board, or any of them, to fill up any vacancies
        therein, and to act notwithstanding vacancies; and any such appointment
        or delegation may be made on such terms and subject to such conditions
        as the Directors may think fit, and the Directors may at any time remove
        any person so appointed, and may annul or vary any such delegation but
        no person dealing in good faith and without notice of any such annulment
    or variation shall be affected thereby.98.
    AttorneysThe Directors
          may from time to time and at any time by power of attorney appoint
          any body corporate, firm or person or body of persons, whether nominated
          directly or indirectly by the Directors, to be the attorney or attorneys
          of the Company for such purposes
          and with such powers, authorities and discretions (not exceeding those
          vested in or exercisable by the Directors under these Articles) and
          for such period and subject to such conditions as they may think fit,
          and any such powers of attorney may contain such provisions for the
          protection and convenience of persons dealing with any such attorney
          as the Directors may think fit and may also authorise any such attorney
          to sub-delegate all or any of the powers, authorities and discretions
    vested in him.- 31 -
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99.
    Official
    sealThe
        Company may exercise the powers conferred by the Statutes with regard
        to having an official seal for use abroad and the powers conferred by
        section 40 of the Act with regard to having an official seal for sealing
    and evidencing securities, and such powers shall be vested in the Directors.100.
    Overseas
    branch registerThe
        Company may exercise the powers conferred upon the Company by the Statutes
        with regard to the keeping of an overseas branch register, and the Directors
        may (subject to the provisions of the Statutes) make and vary such regulations
    as they may think fit concerning the keeping of any such register.101.
    Directors'
    permitted interests and entitlement to vote101.1
    Subject
        to the provisions of the Statutes, a Director may hold any other office
        or place of profit under the Company, except that of Auditor, in conjunction
        with the office of Director and may act by himself or through his firm
        in a professional capacity for the Company, and in any such case on such
        terms as to remuneration and otherwise as the Directors may arrange.
        Any such remuneration shall be in addition to any remuneration provided
        for by any other Article. No Director or intending Director shall be
        disqualified by his office from entering into any contract, arrangement,
        transaction or proposal with the Company either with regard to his tenure
        of any such other office or place of profit or any such acting in a professional
        capacity or as a vendor, purchaser or otherwise. Subject to the provisions
        of the Statutes and save as therein provided no such contract, arrangement,
        transaction or proposal entered into by or on behalf of the Company in
        which any Director or person connected with him is in any way interested,
        whether directly or indirectly, shall be liable to be avoided, nor shall
        any Director who enters into any such contract, arrangement, transaction
        or proposal or who is so interested be liable to account to the Company
        for any profit or other benefit realised by any such contract, arrangement,
        transaction or proposal by reason of such Director holding that office
        or of the fiduciary relationship thereby established, but he shall declare
    the nature of his interest in accordance with the Statutes.101.2
    Save
        as herein provided, a Director shall not vote in respect of any contract,
        arrangement, transaction or any other proposal whatsoever in which he
        has an interest which (together with any interest of any person connected
        with him within the meaning of section 346 of the Act) is to his knowledge
        a material interest otherwise than by virtue of interests in shares or
        debentures or other securities of or otherwise in or through the Company.
        A Director shall not be counted in the quorum at a meeting in relation
    to any resolution on which he is debarred from voting.101.3
    A
        Director shall (in the absence of some other material interest than is
        indicated below) be entitled to vote (and be counted in the quorum) in
    respect of any resolution concerning any of the following matters, namely:-(a)
    the giving of
        any guarantee, security or indemnity in respect of money lent or obligations
        incurred by him or by any other person at the request of or for the benefit
    of the Company or any of its subsidiary undertakings;-
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(b)
   the giving of any guarantee, security or indemnity in respect of a debt or obligation of the Company or any of its subsidiary undertakings for which he himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security;(c)
   any proposal concerning an offer of securities of or by the Company or any of its subsidiary undertakings in which offer he is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which he is to participate;(d)
   any contract, arrangement, transaction or other proposal concerning any other body corporate in which he or any person connected with him (within the meaning of section 346 of the Act) is interested, directly or indirectly and whether as an officer or shareholder or otherwise howsoever, provided that he and any persons so connected with him do not to his knowledge hold an interest (within the meaning of sections 198-211 of the Act) in one per cent. or more of any class of the equity share capital of such body corporate or of the voting rights available to members of the relevant body corporate;(e)
   any contract, arrangement, transaction or other proposal for the benefit of employees of the Company or any of its subsidiary undertakings which does not accord to him any privilege or advantage not generally accorded to the employees to whom the scheme relates; and(f)
   any proposal concerning any insurance which the Company is to purchase and/or maintain for the benefit of any Directors or for the benefit of persons including Directors.101.4
  A
      Director shall not vote or be counted in the quorum on any resolution concerning
      his own appointment as the holder of any office or place of profit with
      the Company or any company in which the Company is interested including
    fixing or varying the terms of his appointment or the termination thereof.101.5
  Where
      proposals are under consideration concerning the appointment (including
      fixing or varying the terms of appointment) of two or more Directors to
      offices or employments with the Company or any body corporate in which
      the Company is interested, such proposals may be divided and considered
      in relation to each Director separately and in such cases each of the Directors
      concerned (if not debarred from voting under Article 101.3(d) above) shall
      be entitled to vote (and be counted in the quorum) in respect of each resolution
    except that concerning his own appointment.101.6
  If
      any question shall arise at any meeting as to the materiality of an interest
      or as to the entitlement of any Director to vote and such question is not
      resolved by his voluntarily agreeing to abstain from voting, such question
      shall be referred to the chairman of the meeting and his ruling in relation
      to any Director other than himself shall be final and conclusive except
      in a case where the nature or extent of the interests of the Director concerned
    have not been fairly disclosed.101.7
  Subject
      to the provisions of the Statutes the Company may by ordinary resolution
      suspend or relax the provisions of this Article to any extent or ratify
      any contract, arrangement or transaction not duly authorised by reason
    of a contravention of this Article.102.
  Exercise
    of Company's voting powersThe
      Directors may exercise or procure the exercise of the voting rights conferred
      by the shares in any other body corporate held or owned by the Company
      or any power of appointment in relation to any other body corporate, and
      may exercise any voting rights or power of appointment to which they are
      entitled as directors of such other body corporate, in such manner as they
      shall in their absolute discretion think fit, including the exercise thereof
      in favour of appointing themselves or any of them as directors, officers
      or servants of such other body corporate, and fixing their remuneration
      as such, and may vote as Directors of the Company in connection with any
    of the matters aforesaid.-
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103.
    Signing
    of cheques etc.All cheques, promissory
        notes, drafts, bills of exchange and other negotiable instruments,and
        all receipts for monies paid to the Company, shall be signed, drawn,
        accepted,endorsed,
        or otherwise executed, as the case may be, in such manner as the Directorsshall
    from time to time determine.104.
    Minutes104.1
    The Directors
    shall cause minutes to be made in books provided for the purpose:-(a)
    of all appointments
    of officers made by the Directors;(b)
    of the names
    of the Directors present at each meeting of the Directors and of any committee
    of the Directors;(c)
    of all resolutions
    and proceedings at all meetings of the Company, and of the Directors, and
    of committees of Directors.104.2
    It shall not be
        necessary for Directors present at any meeting of Directors or committee
        ofDirectors
        to sign their names in the minute book or other book kept for recordingattendance.
        Any such minute as aforesaid, if purporting to be signed by the chairman
        ofthe
        meeting at which the proceedings were had, or by the chairman of the
        nextsucceeding
        meeting, shall be receivable as prima facie evidence of the matters stated
        insuch
    minutes without any further proof.DISQUALIFICATION
    OF DIRECTORS105.
    Vacation
    of a Director's officeThe
        office of a Director shall be vacated in any of the following events,
    namely:-(a)
   if he ceases to be a Director by virtue of section 293 of the Act;(b)
   if a bankruptcy order is made against him or he makes any arrangement or composition with his creditors generally;(c)
   if he becomes prohibited by law from acting as a Director;(d)
   if, in England or elsewhere, an order is made by any court claiming jurisdiction in that behalf on the ground (however formulated) of mental disorder for his detention or for the appointment of a guardian or receiver or other person to exercise powers with respect to his property or affairs;(e)
   if he resigns his office by notice in writing under his hand to the Company or offers in writing under his hand to resign and the Directors resolve to accept such offer;(f)
   if, not having leave of absence from the Directors, he fails to attend the meetings of the Directors for six successive months, unless prevented by illness, unavoidable accident or other cause which may seem to the Directors to be sufficient, and the Directors resolve that his office be vacated; or(g)
   if,
       by notice in writing delivered to the Office or tendered at a meeting
       of the Directors (with a copy of such notice being delivered to him at
       his last known address in the United Kingdom but so that the non-delivery
       or non-receipt of such copy notice for any reason shall not invalidate
       or in any way prejudice this procedure), his resignation is requested
       by at least 75 per cent. in number of the other Directors (but so that
       this shall be without prejudice to any claim such Director may have for
    damages for breach of any contract of service between him and the Company).- 34 -
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RETIREMENT
    AND SUBMISSION FOR RE-ELECTION OF DIRECTORS106.
    Regular
    submission of Directors for re-electionEach Director
        shall retire from office at the third annual general meeting after the
        annual general meeting at which he was last elected. A retiring Director
        shall be eligible for re-election. A Director retiring at a meeting shall,
        if he is not reappointed at such meeting, retain office until the dissolution
    of such meeting.107.
    Appointment
    of Directors by separate resolutionA single resolution
        for the appointment of two or more persons as Directors shall not be
        put at any general meeting, unless a resolution that it shall be so put
        has first been agreed to by the meeting without any vote being given
    against it.108.
    Persons
    eligible for appointmentNo person other
        than a Director retiring at the meeting shall, unless recommended by
        the Directors, be eligible for appointment to the office of Director
        at any general meeting unless not less than seven nor more than 42 days
        before the date appointed for the meeting there shall have been left
        at the Office notice in writing, signed by a Member duly qualified to
        attend and vote at such meeting, of his intention to propose such person
        for appointment, and also notice in writing signed by that person of
    his willingness to be appointed.109.
    Casual
    vacancies and additional Directors - powers of CompanySubject as
        aforesaid, the Company may from time to time by ordinary resolution appoint
        a person who is willing to be a Director either to fill a casual vacancy
        or as an additional Director, and may also determine when any such appointed
    Director is to retire.110.
    Casual
    vacancies and additional Directors - powers of DirectorsThe Directors
        shall have power at any time, and from time to time, to appoint any person
        to be a Director of the Company, either to fill a casual vacancy or as
        an addition to the existing Directors, but so that the total number of
        Directors shall not at any time exceed the maximum number, if any, fixed
        by or pursuant to these Articles. Any Director so appointed shall hold
        office only until the next following annual general meeting, and shall
        then be eligible for reappointment. If not reappointed at such meeting,
    he shall vacate office at the conclusion thereof.111.
    Power
    of removal by ordinary resolutionThe Company
        may by ordinary resolution, of which special notice has been given in
        accordance with the provisions of the Statutes, remove any Director before
        the expiration of his period of office notwithstanding anything in these
        Articles or in any agreement between the Company and such Director. Such
        removal shall be without prejudice to any claim such Director may have
        for damages for breach of any contract of service between him and the
    Company.112.
    Appointment
    of replacement Director- 35
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Subject to Article
        108 and the Act, the Company may by ordinary resolution appoint another
        person in place of a Director removed from office under the immediately
        preceding Article. A person appointed in place of a Director so removed
        shall be treated (for the purpose of determining the time at which he
        is to retire) as if he had become a Director on the day on which the
        Director in whose place he is appointed was last appointed or reappointed
    a Director.PROCEEDINGS
    OF DIRECTORS113.
    Board
    meetings and participationThe Directors
        may meet for the despatch of business, adjourn and otherwise regulate
        their meetings as they think fit. Without prejudice to the foregoing,
        all or any of the Directors or of the members of any committee of the
        Directors may participate in a meeting of the Directors or of that committee
        by means of a conference telephone or any communication equipment which
        allows all persons participating in the meeting to hear each other. A
        person so participating shall be deemed to be present in person at the
        meeting and shall be entitled to vote and be counted in the quorum accordingly.
        Such a meeting shall be deemed to take place where the largest group
        of those participating is assembled, or, if there is no such group, where
        the chairman of the meeting is then present. The word "meeting" in these
    Articles shall be construed accordingly.114.
    Quorum
    at board meetingsThe Directors
        may determine the quorum necessary for the transaction of business. Until
        otherwise determined by the Directors three Directors shall constitute
    a quorum.115.
    Voting
    at board meetingsQuestions arising
        at any meeting shall (save as otherwise provided in these Articles) be
        decided by a majority of votes. In case of an equality of votes, the
        chairman of the meeting shall have a second or casting vote. A Director
        may, and the Secretary on the requisition of a Director shall, at any
        time summon a meeting of the Directors. It shall not be necessary to
        give notice of a meeting of Directors to a Director who is not within
        the United Kingdom. Any Director may waive his entitlement to receive
    notice of any meeting and any such waiver may be retrospective.116.
    Notice
    of board meetingsNotice of a
        meeting of the Directors shall be deemed to be duly given to a Director
        if it is given to him personally or by word of mouth or sent in writing
        to him at his last known address or any other address given by him to
        the Company for this purpose. A Director absent or intending to be absent
        from the United Kingdom may request the Directors that notices of meetings
        of the Directors shall during his absence be sent in writing to him at
        his last known address or any other address given by him to the Company
    for this purpose, whether or not out of the United Kingdom.117.
    Directors
    below minimumThe continuing
        Directors or sole continuing Director may act notwithstanding any vacancy
        in their body, but, if and so long as their number is reduced below the
        number fixed by or pursuant to these Articles as the necessary quorum
        of Directors, the continuing Directors or Director may act for the purpose
        of increasing the number of Directors to that number, or of summoning
    a general meeting of the Company, but for no other purpose.118.
    Appointment
    of chairman and deputy chairman of meetingsThe Directors
        may elect a chairman, not more than two deputy chairmen and not more
        than three vice chairmen and determine the period for which they are
        respectively to holdoffice
    and may at any time remove any of them from such office; but if no such chairman,
    deputy chairman or vice chairman is elected, or if at any meeting no such
    chairman, deputy chairman or vice chairman is present within five minutes
    after the time appointed for holding the meeting and willing to act, the
    Directors present shall choose one of their number to be chairman of such
    meeting.- 36 -

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119.
    Delegation
    of Directors' powers to committeesThe Directors
        may delegate any of their powers or discretions (including without prejudice
        to the generality of the foregoing all powers and discretions whose exercise
        involves or may involve any payment to or the conferring of any other
        benefit on all or any of the Directors) to committees consisting of one
        or more members of their body and (if thought fit) one or more other
        persons co-opted as hereinafter provided. Insofar as any such power or
        discretion is delegated to a committee any reference in these Articles
        to the exercise by the Directors of such power or discretion shall be
        read and construed as if it were a reference to the exercise of such
        power or discretion by such committee. Any committee so formed shall
        in the exercise of the powers and discretions so delegated conform to
        any regulations that may from time to time be imposed by the Directors
        in default of which the meetings and proceedings of a committee consisting
        of three or more members shall be governed mutatis mutandis by the provisions
        of these Articles regulating the proceedings and meetings of the Directors.
        Any such regulations may provide for or authorise the co-option to the
        committee of persons other than Directors and for such co-opted members
        to have voting rights as members of the committee and to constitute a
    quorum of any meeting of any such committee.120.
    Validity
    of Directors' actsAll acts done
        by any meeting of the Directors or of a committee of the Directors or
        by any person acting as a Director or as a member of a committee shall,
        notwithstanding that it be afterwards discovered that there was some
        defect in the appointment or continuance in office of any of the persons
        acting as aforesaid, or that any of such persons were disqualified from
        holding office or not entitled to vote, or had in any way vacated office,
        be as valid as if every such person had been duly appointed or had duly
        continued in office and was qualified and had continued to be a Director
    or member of the committee and was entitled to vote.121.
    Written
    resolution of DirectorsA resolution
        in writing, signed by all the Directors for the time being entitled to
        receive notice of a meeting of the Directors or by all the members of
        a committee for the time being, shall be as valid and effective for all
        purposes as a resolution passed at a meeting duly convened and held,
        and may consist of two or more documents in like form each signed by
    one or more of the Directors or members of such committee.MANAGING
    AND EXECUTIVE DIRECTORS122.
    Appointment
    of executive DirectorsSubject to the
        provisions of the Statutes the Directors may from time to time appoint
        one or more of their body to the office of Managing Director or to hold
        such other executive office in relation to the management of the business
        of the Company as they may decide, for such period and on such terms
        as they think fit, and, subject to the terms of any service contract
        entered into in any particular case and without prejudice to any claim
        for damages such Director may have for breach of any such service contract,
        may revoke such appointment. Without prejudice to any claim for damages
        such Director may have for breach of any service contract between him
        and the Company, his appointment shall be automatically determined if
    he ceases from any cause to be a Director.- 37 -

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123.
    Remuneration
    of executive DirectorsThe salary or
        remuneration of any Managing Director or such other executive Director
        of the Company shall, subject as provided in any contract, be such as
        the Directors may from time to time determine, and may either be a fixed
        sum of money, or may altogether or in part be governed by the business
        done or profits made, and may include the making of provisions for the
        payment to him, his widow or other dependants, of a pension on retirement
        from the office or employment to which he is appointed and for the participation
        in pension and life assurance and other benefits, or may be upon such
    other terms as the Directors determine.124.
    Powers
    of executive DirectorsThe Directors
        may entrust to and confer upon a Managing Director or such other executive
        Director any of the powers and discretions exercisable by them upon such
        terms and conditions and with such restrictions as they may think fit,
        and either collaterally with or to the exclusion of their own powers
        and discretions and may from time to time revoke, withdraw, alter or
    vary all or any of such powers or discretions.SECRETARY125.
    Appointment
    and removal of SecretarySubject to the
        provisions of the Statutes the Secretary shall be appointed by the Directors
        for such term, at such remuneration and upon such conditions as they
    think fit: and any Secretary may be removed by them.THE
    SEAL126.
    Use
    of Seal126.1
    The Directors
        shall provide for the safe custody of the Seal and any official seal
        kept under section 40 of the Act, and neither shall be used without the
        authority of the Directors or of a committee of the Directors authorised
    by the Directors in that behalf.Every
    instrument to which either shall be affixed shall be signed autographically
    by one Director and the Secretary or by two Directors or by such other person
    or persons as the Directors may from time to time determine, save that as
    regards any certificates for shares or debentures or other securities of
    the Company the Directors may by resolution determine that such signatures
    or either of them shall be dispensed with or affixed by some method or system
    of mechanical or electronic means.126.2
    Where the Statutes
        so permit, any instrument signed by one Director and the Secretary or
        by two Directors and expressed to be executed by the Company shall have
        the same effect as if executed under the Seal, provided that no instrument
        shall be so signed which makes it clear on its face that it is intended
        by the person or persons making it to be a deed without the authority
        of the Directors or of a committee authorised by the Directors in that
        behalf. The Directors may by resolution determine that such signatures
        or either of them shall be affixed by some method or system of mechanical
    or electronic means.RESERVE127.
    Establishment
    of reserveThe Directors
        may from time to time set aside out of the profits of the Company such
        sums as they think proper as a reserve or reserves which shall, at the
        discretion of the Directors, be applicable for any purpose to which the
        profits of the Company may be properly applied, and pending such application
        may, at the like discretion, either be employed in the business of the
        Company or be invested in such investments as the Directors think fit.
        The Directors may divide the reserve into such special funds as they
        think fit, and may consolidate into one fund any special funds or any
        parts of any specialfunds
    into which the reserve may have been divided as they think fit. The Directors
    may also without placing the same to reserve carry forward any profits which
    they may think prudent not to divide.- 38 -

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DIVIDENDS128.
    Declarations
    of dividends by CompanyThe
        Company in general meeting may declare dividends, but no dividend shall
        exceed the amount recommended by the Directors or the amount permitted
    by the Statutes.129.
    Payment
    of interim and fixed dividends by DirectorsSubject
    to the provisions of the Statutes, the Directors:-(a)
    may from time
    to time pay such interim dividends as they think fit; and(b)
    may also pay the
        fixed dividends payable on any shares of the Company half-yearly or otherwise
    on fixed dates.If
        the Directors act in good faith, they shall not incur any liability to
        the holders of shares conferring preferred rights for any loss they may
        suffer in consequence of the payment of an interim dividend on any shares
    having non-preferred or deferred rights.130.
    Calculation
    of dividendsSubject
          to the rights of persons, if any, entitled to shares with any priority,
          preference or special rights as to dividend, all dividends shall be
          declared and paid according to the amounts paid up on the shares in
          respect whereof the dividend is paid, but no amount paid up on a share
          in advance of calls shall be treated for the purpose of this Article
          as paid up on the share. All dividends shall be apportioned and paid
          proportionately to the amounts paid up on the shares during any portion
          or portions of the period in respect of which the dividend is paid;
          but if any share is issued on terms providing that it shall rank for
    dividend as if paid up in full or in part from a particular
    date, whether past or future, such share shall rank for dividend accordingly.131.
    Deductions
    of amounts due on shares and waiver of dividends131.1
    The
        Directors may deduct from any dividend or other monies payable to any
        Member on or in respect of a share all sums of money (if any) presently
        payable by him to the Company on account of calls or otherwise in relation
    to shares of the Company.131.2
    The
        waiver in whole or in part of any dividend on any share by any document
        (whether or not under seal) shall be effective only if such document
        is signed by the shareholder (or the person entitled to the share in
        consequence of the death or bankruptcy of the holder or otherwise by
        operation of law) and delivered to the Company and if or to the extent
    that the same is accepted as such or acted upon by the Company.132.
    Dividends
    other than in cashAny
        general meeting declaring a dividend may, upon the recommendation of
        the Directors, direct payment of such dividend wholly or in part by the
        distribution of specific assets and in particular of paid up shares or
        debentures of any other body corporate, and the Directors shall give
        effect to such direction. Where any difficulty arises in regard to such
        distribution, the Directors may settle the same as they think expedient,
        and in particular may issue fractional certificates and fix the value
        for distribution of such specific assets or any part thereof and may
        determine that cash payments shall be made to any Members upon the footing
        of the value so fixed in order to adjust the rights of all parties, and
        may vest any such specific assets in trustees as may seem expedient to
    the Directors.-
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133.
    Payment
    procedure133.1
    All dividends
        and other distributions shall be paid (subject to any lien of the Company)
        to those Members whose names shall be on the Register at the date at
        which such dividend shall be declared or at such other time and/or date
        as the Company by ordinary resolution or the Directors may determine
    (and notwithstanding any subsequent transfer or transmission of shares).133.2
    The Company may
        pay any dividend or other monies payable in cash in respect of shares
        by direct debit, bank or other funds transfer system (subject always,
        in the case of uncertificated shares, to the facilities and requirements
        of the relevant system concerned, where payment is to be made by means
        of such system), or by cheque, dividend warrant or money order and may
        remit the same by post directed to the registered address of the holder
        or person entitled thereto (or, in the case of joint holders or of two
        or more persons entitled thereto, to the registered address of the person
        whose name stands first in the Register), or to such person and to such
        address as the holder or joint holders or person or persons may in writing
        direct, and the Company shall not be responsible for any loss of any
        such cheque, warrant or order nor for any loss in the course of any such
        transfer or where it has acted on any such directions. Every such cheque,
        warrant or order shall be made payable to, or to the order of, the person
        to whom it is sent, or to, or to the order of, such person as the holder
        or joint holders or person or persons entitled may in writing direct,
        and the payment of such cheque, warrant or order shall be a good discharge
        to the Company. Any one of two or more joint holders of any share, or
        any one of two or more persons entitled jointly to a share in consequence
        of the death or bankruptcy of the holder or otherwise by operation of
        law, may give effectual receipts for any dividends or other monies payable
    or property distributable on or in respect of the share.134.
    InterestSubject
        to the rights attaching to, or the terms of issue of, any shares, no
        dividend or other monies payable on or in respect of a share shall bear
    interest against the Company.135.
    Forfeiture
    of dividendsAll
        dividends or other sums payable on or in respect of any share which remain
        unclaimed may be invested or otherwise made use of by the Directors for
        the benefit of the Company until claimed. All dividends unclaimed for
        a period of 12 years or more after becoming due for payment shall be
        forfeited, and shall revert to the Company, unless the Directors shall
        otherwise determine. The payment of any unclaimed dividend or other sum
        payable by the Company on or in respect of any share into a separate
    account shall not constitute the Company a trustee thereof.CAPITALISATION
    OF PROFITS AND SCRIP DIVIDENDS136.
    Power
    to capitaliseSubject
        to the provisions of Article 137, the Directors may capitalise any part
        of the amount for the time being standing to the credit of any of the
        Company's reserve accounts (including any share premium account and capital
        redemption reserve) or to the credit of the profit and loss account (in
        each case, whether or not such amounts are available for distribution),
    and appropriate the sum resolved to be capitalised either:-(a)
    to the holders
        of Ordinary Shares (on the Register at such time on such date as may
        be specified in, or determined as provided in, the resolution of the
        general meeting granting authority for such capitalisation) who would
        have been entitled thereto if distributed by way of dividend and in the
        same proportions; and the Directors shall apply such sum on their behalf
        either in or towards paying up any amounts,
        if any, for the time being unpaid on any shares held by such holders
        of Ordinary Shares respectively or in paying up in full at par unissued
        shares or debentures of the Company to be allotted credited as fully
        paid up to such holders of Ordinary Shares in the proportions aforesaid,
        or partly in the one way and partly in the other; or- 40 -

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(b)
    to
      such holders of Ordinary Shares who may, in relation to any dividend or
      dividends, validly accept an offer or offers on such terms and conditions
      as the Directors may determine (and subject to such exclusions or other
      arrangements as the Directors may consider necessary or expedient to deal
      with legal or practical problems in respect of overseas shareholders or
      in respect of shares represented by depositary receipts) to receive new
      Ordinary Shares, credited as fully paid up, in lieu of the whole or any
      part of any such dividend or dividends (any such offer being called a"Scrip
      Dividend Offer");
      and the Directors shall apply such sum on their behalf in paying up in full
      at par unissued shares (in accordance with the terms, conditions and exclusions
      or other arrangements of the Scrip Dividend Offer) to be allotted credited
      as fully paid up to such holders respectively.137.
    Authority
      required137.1
    The
      authority of the Company in general meeting shall be required before the
      Directors implement any Scrip Dividend Offer (which authority may extend
      to one or more offers).137.2
    The
      authority of the Company in general meeting shall be required for any capitalisation
      pursuant to Article 136(a) above.137.3
    A
      share premium account and a capital redemption reserve and any other amounts
      which are not available for distribution may only be applied in the paying
      up of unissued shares to be allotted to holders of ordinary shares of the
      Company credited as fully paid up.138.
    Provision
      for fractions etc.Whenever
      a capitalisation requires to be effected, the Directors may do all acts
      and things which they may consider necessary or expedient to give effect
      thereto, with full power to the Directors to make such provision as they
      think fit for the case of shares or debentures becoming distributable in
      fractions (including provisions whereby fractional entitlements are disregarded
      or the benefit thereof accrues to the Company rather than to the Members
      concerned) and/or provisions whereby any fractional entitlements of Members
      and/or any entitlements to any nominal cash dividend payable pursuant to
      a Scrip Dividend Offer are accrued or retained and accumulated on behalf
      of such Members and such accruals or retentions are applied in the allotment
      by way of bonus or cash subscription on behalf of such Members and/or cash
      payments are made to such Members in respect of their fractional entitlements
      and also to authorise any person to enter on behalf of all Members concerned
      into an agreement with the Company providing for any such capitalisation
      and matters incidental thereto and any agreement made under such authority
      shall be effective and binding on all concerned.ACCOUNTS139.
    Accounting
      records to be keptThe
      Directors shall cause accounting records to be kept in accordance with the
      provisions of the Statutes.140.
    Inspection
      of accounting recordsThe
      accounting records shall be kept at the Office or, subject to the provisions
      of the Statutes, at such other place or places as the Directors think fit,
      and shall always be open to the inspection of the officers of the Company.- 41
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141.
    Power
      to extend inspection to MembersThe
        Directors shall from time to time determine whether and to what extent
        and at what times and places and under what conditions or regulations
        the accounting records of the Company or any of them shall be open to
        the inspection of Members not being Directors, and no Member (not being
        a Director) shall have any right of inspecting any account or book or
        document of the Company except as conferred by statute or authorised
      by the Directors or by the Company in general meeting.142.
    Annual
      accountsThe
        Directors shall from time to time, in accordance with the provisions
        of the Statutes, cause to be prepared and to be laid before the Company
        in general meeting copies of the Company's annual accounts, the Directors'
      report and the Auditors' report on those accounts.143.
    Delivery
      of annual accountsA
        copy of the Company's annual accounts, together with a copy of the Auditors'
        report and Directors' report, which is to be laid before the Company
        in general meeting shall, not less than 21 clear days before the date
        of the meeting, be sent to every Member (whether or not he is entitled
        to receive notices of general meetings of the Company) and every holder
        of debentures of the Company (whether or not he is so entitled) and to
        every other person who is entitled to receive notices of meetings from
        the Company under the provisions of the Statutes or these Articles, provided
        that this Article shall not require a copy of these documents to be sent
        to any Member or holder of debentures to whom a summary financial statement
        is sent in accordance with the Statutes and provided further that this
        Article shall not require a copy of these documents to be sent to any
        person of whose address the Company is not aware or to more than one
      of the joint holders of any shares or debentures.AUDIT144.
    Appointment
      of AuditorsAuditors
        shall be appointed and their duties regulated in accordance with the
      provisions of the Statutes.NOTICES145.
    Service
      of notice145.1
    A
        notice or other document (including a share certificate, where applicable)
      may be given by the Company to any Member:-(a)
    personally; or(b)
    by sending it by
      post addressed to him at his registered address or (if he has no registered
      address within the United Kingdom) to the address, if any, within the United
      Kingdom supplied by him to the Company for the giving of notice to him,
      or-
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(c)
    by sending it using
      electronic communication to an address for the time being notified for that
      purpose to the Company by that Member in a manner specified by the Directors
      or as otherwise permitted by the Statutes.145.2
    If
      at any time by reason of the suspension or any curtailment of postal services
      in the United Kingdom or of electronic communication the Company is unable
      in the opinion of the Directors effectively to convene a general meeting
      by notices sent through the post,or
      (in the case of those Members in respect of whom an address has for the
      time being been notified to the Company, in a manner specified by the Directors,
      for the purpose of giving notices by electronic communication) by electronic
      communication, a general meeting may be convened by a notice advertised
      in at least one national newspaper and such notice shall be deemed to have
      been duly served on all Members and other persons entitled thereto at noon
      on the day when the advertisement has appeared. In any such case the Company
      shall send confirmatory copies of the notice by post or (as the case may
      be) electronic communication if at least seven days prior to the date of
      the general meeting the posting of notices to addresses throughout the United
      Kingdom or (as the case may be) by electronic communication again becomes
      in the opinion of the Directors practicable.146.
    Members
      resident abroad146.1
    A Member
      who has no registered address within the United Kingdom, and has not supplied
      to the Company an address within the United Kingdom or, in a manner specified
      by the Directors, an address to which notices may for the time being be
      sent using electronic communication as aforesaid, shall not be entitled
      to receive any notice from the Company.146.2
    Notwithstanding
      anything in these Articles to the contrary, but subject to the Statutes,
      a Member shall not be entitled to be sent any notice or other document from
      the Company by electronic communication unless the Directors are satisfied
      (for which purpose the Directors may require such evidence, if any, as they
      shall in their discretion think fit) that the sending or receipt of any
      such notice or other document would not contravene any laws or regulation
      of any relevant country.147.
    Notice
      deemed servedWhere
      a notice or other document is sent by post, service of the notice or other
      document shall be deemed to be effected by properly addressing, prepaying,
      and posting a letter containing the notice or other document, and to have
      been effected at the latest within 24 hours if prepaid as first-class and
      within 72 hours if prepaid as second-class after the letter containing the
      same is posted. Where a notice or other document is sent by electronic communication,
      service of the notice or other document shall be deemed to be effected by
      sending it using electronic communication to an address for the time being
      notified for that purpose to the person giving the notice or as otherwise
      permitted by the Statutes and to have been effected at the latest within
      24 hours after the time it was sent. In proving such service it shall be
      sufficient to prove that (in the case of a notice or other document sent
      by post) the letter containing the same was properly addressed and stamped
      and put in the post or (in the case of a notice or other document contained
      in electronic communications) that the notice or other document was sent
      in accordance with guidance from time to time issued by the Institute of
      Chartered Secretaries and Administrators.148.
    Notice
      to joint holdersA notice
      or other document may be given by the Company to the joint holders of a
      share by giving the notice or other document to the joint holder first named
      in the Register in respect of the share.- 43
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149.
    Service
      of notice on persons entitled by transmissionA notice
      or other document may be given by the Company to the persons entitled to
      a share in consequence of the death or bankruptcy of a Member or otherwise
      by operation of law by sending it through the post in a prepaid letter,
      or by sending it using electronic communication as hereinafter mentioned,
      addressed to them by name, or by the title of representatives of the deceased,
      or trustee of the bankrupt, or by any like description, to the address,
      if any, within the United Kingdom supplied for the purpose by the persons
      claiming to be so entitled (in the case of a notice or other document being
      sent through the post) or to an address for the time being notified for
      that purpose to the Company, in a manner specified by the Directors, by
      those persons or as otherwise permitted by the Statutes (in the case of
      a notice or other document being sent by electronic communication), or (until
      such an address has been so supplied or notified) by giving the notice or
      other document in any manner in which the same might have been given if
      the death or bankruptcy or other event had not occurred.150.
    Notice
      of general meetingsSubject
      to such restrictions affecting the right to receive notice as are for the
      time being applicable to the holders of any class of shares, notice of every
      general meeting shall be given in any manner hereinbefore authorised to:-(a)
    every Member except
      those Members who (having no registered address within the United Kingdom)
      have neither supplied to the Company in a manner approved by the Directors
      an address within the United Kingdom for the giving of notices to them nor
      (subject to Article 146.2) an address to which the Directors agree that
      notices may for the time being be given using electronic communication;(b)
    the Auditors;(c)
    each of the Directors.No
      other person shall be entitled to receive notices of general meetings.ELECTRONIC
      COMMUNICATION151.
    Electronic
      CommunicationNotwithstanding
      anything in these Articles to the contrary, but subject to the Statutes:-(a)
    any notice or other
      document to be given or sent to any person by the Company is also to be
      treated as given or sent where:-(i)
    the Company and
      that person have agreed that any notice or other document required to be
      given or sent to that person may instead be accessed by him on a web site;(ii)
    the meeting (in
      the case of a notice of meeting) or other document (in any other case) is
      one to which that agreement applies;(iii)
    that person is
      notified, in a manner for the time being agreed between him and the Company,
      of the publication of the notice or (as the case may be) other document
      on a web site, the address of that web site and the place on that web site
      where the notice or (as the case may be) other document may be accessed
      and how it may be accessed;(iv)
    in the case of
      a notice of meeting, such notice of meeting is published in accordance with
      Article 151(b) below and the notification referred to in (iii) above states
      that it concerns a notice of a company meeting served in accordance with
      the Act; specifies the place, date and time of the meeting; and states whether
      the meeting is to be an annual or extraordinary general meeting; and- 44
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(v)
    in the case of
      a document referred to in section 238 of the Act (in circumstances where
      such document is required by that section to be sent to a person not less
      than 21 days before the date of a meeting referred to in such section),
      and in the case of a document comprising a summary financial statement referred
      to in section 251 of the Act, such document is published in accordance with
      Article 151(b) below;and,
      in the case of a notice of meeting or other document so treated, such notice
      or other document is to be treated as so given or sent, as the case may
      be, at the time of the notification mentioned in (iii) above; and(b)
    where
      a notice of meeting or other document is required by Article 151(a)(iv)
      or(v)above to
      be published in accordance with this Article 151(b), it shall be treated
      as so published only if:-(i)
    in the case of
      a notice of meeting, the notice is published on the web site throughout
      the period beginning with the giving of the notification referred to in
      Article 151(a)(iii) above and ending with the conclusion of the relevant
      meeting; and(ii)
    in the case of
      a document referred to in Article 151(a)(v) above, the document is published
      on the web site throughout the period beginning at least 21 days before
      the date of the relevant meeting and ending with the conclusion of the meeting
      and the notification referred to in Article 151(a)(iii) above is given not
      less than 21 days before the date of the meeting,but
      so that nothing in this Article 151(b) shall invalidate the proceedings
      of the meeting where the notice or other document is published for a part,
      but not all, of the period mentioned in (i) or, as the case may be, (ii)
      of this Article 151(b) and the failure to publish the notice or other document
      throughout that period is wholly attributable to circumstances which it
      would not be reasonable to have expected the Company to prevent or avoid;
      and(c)
    the
      Directors may from time to time make such arrangements or regulations (if
      any) as they may from time to time in their absolute discretion think fit
      in relation to the giving of notices or other documents by electronic communication
      by or to the Company and otherwise for the purpose of implementing and/or
      supplementing the provisions of these Articles and the Statutes in relation
      to electronic communication; and such arrangements and regulations (as the
      case may be) shall have the same effect as if set out in this Article.PROVISION
      FOR EMPLOYEES152.
    Provision
      for employeesThe
      power conferred upon the Company by section 719 of the Act to make provision
      for the benefit of persons employed or formerly employed by the Company
      or any of its subsidiaries, in connection with the cessation or the transfer
      to any person of the whole or part of the undertaking of the Company or
      any subsidiary shall only be exercised by the Company with the prior sanction
      of a resolution of the Directors.WINDING
      UP153.
    Distribution
      of assets153.1
    If
      the Company shall be wound up the liquidator may, with the sanction of an
      extraordinary resolution of the Company and any other sanction required
      by the Statutes, divide amongst the Members in specie or 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 may, for such purpose, set such value
      as he deems fair upon any property to be divided as aforesaid and may determine
      how such division shall be carried out as between the Members or different
      classes of Members. The liquidator may, with the like sanction, vest the
      whole or any part of such assets in trustees upon such trusts for the benefit
      of the contributories as the liquidator, with the like sanction, shall think
      fit, but so that no Member shall be compelled to accept any shares or other
      securities or other assets whereon there is any liability.- 45
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INDEMNITY
154.
    Indemnity
    of officersSubject to the
        provisions of the Statutes but without prejudice to any indemnity to
        which the person concerned may otherwise be entitled, every person who
        is or was at any time a Director or other officer or (if the Directors
        shall so determine) Auditor of the Company shall be indemnified out of
        the assets of the Company against all costs, charges, expenses, losses
        or liabilities which he may sustain or incur in or about the actual or
        purported execution and/or discharge of the duties of his office and/or
        the exercise or purported exercise of his powers or discretions and/or
        otherwise in relation thereto or in connection therewith, including (without
        prejudice to the generality of the foregoing) any liability incurred
        by him in defending any proceedings, whether civil or criminal, in which
        judgment is given in his favour or in which he is acquitted or in connection
        with any application under section 144(3) or (4) or section 727 of the
    Act, in which relief is granted to him by the Court.- 46 -