Exhibit 1.1



No. 251977



The Companies Acts 1948 to 1985



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COMPANY LIMITED BY SHARES



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MEMORANDUM



AND



ARTICLES OF ASSOCIATION



OF



Cookson Group p.l.c.



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Incorporated 12 November
1930



---



---

THE COMPANIES ACTS 1948 TO 1985



---



COMPANY LIMITED BY SHARES



---



Memorandum of Association

of

Cookson Group p.l.c



---



The name
of the Company is Cookson Group p.l.c..*(1)



The Company is to be a public company.



The registered office of the Company will be situate in England.



The objects for which the Company is established are as follows:



| | (1) | 
| | --- | 



| | (A) | to carry on, operate, manage or direct one or more businesses in the fields of (i) circuitry products, electronic laminates, industrial joining materials; (ii) refractory products,
ceramic supplies and minerals; (iii) precious metals; (iv) battery separators; (v) fabricated plastic products and plastic additives;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (B) | to carry on, operate, manage or direct any other business, manufacture or trade which may seem to the Company or its Directors to be in the Companys interest to carry on
whether or not in connection with any of the businesses described herein; and
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (C) | to carry on the business of a holding company and to co-ordinate, finance and manage all or any part of the businesses and operations of any and all companies controlled directly or
indirectly by the Company or in which the Company is interested, whether as a shareholder or otherwise and whether directly or indirectly.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | To purchase or otherwise acquire and undertake all or any part of the business, property, rights and liabilities of Goodlass Wall & Company Limited and Associated
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

|*(1) | 
|---- | 



|1. | The original name of the Company GOODLASS WALL AND LEAD INDUSTRIES LIMITED was changed to LEAD INDUSTRIES GROUP LIMITED on 30 December 1966.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------



|2. | The name of the Company was changed from LEAD INDUSTRIES GROUP LIMITED to LEAD INDUSTRIES GROUP p.l.c. on 22 February 1982.
|-- | -------------------------------------------------------------------------------------------------------------------------------



|3. | The name of the Company was further changed from LEAD INDUSTRIES GROUP p.l.c. to COOKSON GROUP p.l.c. on 1 September 1982.
|-- | ------------------------------------------------------------------------------------------------------------------------------



1



---

Lead Manufacturers Limited and all or any of their respective subsidiary companies or all or any of the
shares of all or any such subsidiary companies.



| | (3) | To subscribe for, either absolutely or conditionally, or otherwise acquire and hold and to underwrite the issue of shares, stocks, debentures, debenture stock or other obligations
of any other company having objects altogether or in part similar to those of this Company, or carrying on any business capable of being conducted so as directly or indirectly to benefit this Company, and to sell, re-issue, with or without
guarantee, or otherwise deal with the same.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | To carry on all or any of the businesses of contractors, timber merchants, importers, exporters, agents of all kinds, engineers, ship owners, charterers of ships or other vessels,
ship brokers, warehousemen, storekeepers, merchants, carriers and forwarding agents, lightermen and wharfingers.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | To buy, sell, manufacture, repair, alter and exchange, let on hire, export and deal in all kinds of articles and things which may be required for the purposes of any of the said
businesses, or commonly supplied or dealt in by persons engaged in any such businesses, or which may seem capable of being profitably dealt with in connection with any of the said businesses.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | To receive money, valuables and goods and materials of all kinds on deposit or for safe custody.
| | --- | ------------------------------------------------------------------------------------------------



| | (7) | To manufacture and generate gas and electricity and apply the same for the purpose of lighting or as motive power, and to manufacture, render saleable and sell any residual or
by-products obtained in such manufacture or generation and to construct and maintain works, apparatus and appliances convenient or necessary therefor.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (8) | To lay out land for building purposes, or to build on, improve, let on building or other leases, advance money to persons building on or otherwise develop the same in such manner as
may seem best calculated to advance the Companys interests.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (9) | To construct, carry out, maintain, improve, develop, work, control, manage, and superintend any lands, plantations, waterworks, reservoirs, roads, ways, tramways, railways, canals,
bridges, watercourses, aqueducts, quarries, fences, banks, dams, sluices, docks, wharves, furnaces, mills, hydraulic works, smelting works, refining works, extracting works, wireless stations, factories, warehouses, shops and other works and
conveniences which may seem directly or indirectly conducive to any of the Companys objects, and to contribute to, subsidise or otherwise assist or take part in any such operations.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (10) | To enter into or purchase the benefit of any contracts for the manufacture by some other person or company of any of the things which this Company has power to manufacture and deal
in, and also to purchase the benefit of any contract to supply any person or company with any such things, and to make arrangements with any person or company for the concession of any special rights, privileges and advantages.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (11) | To purchase or otherwise acquire and undertake all or any part of the business, property, rights and liabilities of any person or company, and to pay for any
business, property or rights acquired by the Company wholly or partially in shares,
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



2



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| | debentures or other securities or obligations of the Company or belonging to the Company, and whether fully or partly paid, and as part of the terms of any
such purchase or otherwise to grant options upon any unissued shares of the Company.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (12) | To buy, take on lease or in exchange or otherwise acquire, sell, improve, manage, develop, lease, mortgage, turn to account, deal in and dispose of lands, buildings and
hereditaments, whether freehold or leasehold or of any other tenure, easements, concessions, claims, rights or privileges and real and personal property of every description.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (13) | To apply for, purchase, acquire, hold, work, deal with and dispose of any patents, patent rights, trade marks or designs, brevets dinvention, processes or inventions, and to
let or hire the same or any rights in respect thereof upon royalty, licence or otherwise and generally to turn the same to account, and to procure the Company or any person or persons on its behalf to be registered either in the United Kingdom or
any other part of the world as the owner, inventor or proprietor of the same.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (14) | To enter into any arrangement with any government, authority (supreme, municipal, local or others), corporation or person and to obtain from any government, authority, corporation
or person all subventions, rights, concessions, charters, franchises and privileges which may seem conducive to the Companys objects or any of them.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (15) | To make advances and lend money without security or upon the security of real or personal property of every description or upon personal security.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------



| | (16) | To invest and deal with the monies of the Company upon such investments and in such manner as may from time to time be determined.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------



| | (17) | To raise or borrow or secure the payment of money in such manner and on such terms as may seem expedient, and in particular by the creation of mortgages, charges, debentures or
debenture stock, perpetual or otherwise, and charged or not charged upon the whole or any part of the undertaking and property of the Company, both present and future, including its uncalled capital, and collaterally or further to secure any
securities of the Company by a trust deed or other assurance.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (18) | To guarantee or become liable for contracts or obligations of any kind of any person, association or company, and to guarantee the payment of money, whether in respect of principal,
interest or dividends, upon any bonds, debentures, debenture stock, mortgages, charges, obligations and securities or stocks or shares of any person, association or company.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (19) | To enter into partnership or into any arrangement for sharing profits, union of interests, reciprocal concession or co-operation with any person, company or authority.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (20) | To promote and aid in promoting, constitute, form or organise companies, syndicates or partnerships of all kinds.
| | ---- | -----------------------------------------------------------------------------------------------------------------



| | (21) | to amalgamate with any other company or companies having objects altogether or in part similar to those of this Company.
| | ---- | ------------------------------------------------------------------------------------------------------------------------



| | (22) | To undertake and execute trusts of all kinds, whether private or public, and to transact all kinds of trust and agency business, either gratuitously or otherwise,
and
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



3



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| | in particular without limiting the generality of the above to act as treasurers, registrars and secretaries.
| | ------------------------------------------------------------------------------------------------------------



| | (23) | To sell, lease or otherwise dispose of the undertaking of the Company, or any part thereof, or all or any part of the property of the Company, for such consideration as the Company
may think fit, with power to accept in payment or part payment for the same any shares (fully or partly paid), stocks, debentures, debenture stock or other securities or obligations.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (24) | To draw, make, accept, endorse, discount, execute and issue cheques, promissory notes, bills of exchange, bills of lading, warrants, debentures and other negotiable or transferable
instruments, and to make and execute any deed, appointment or other legal act or document which may be necessary, expedient or desirable for the purposes of the Company.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (25) | To procure the Company to be registered or recognised in any country or place, and to obtain any provisional order or Act of Parliament, or any enactment, decree or other
legislative, judicial or executive Act of any empire, kingdom, state, republic, colony, municipality or other authority for enabling the Company to carry any of its objects into effect, or for effecting any alteration or modification of the
Companys constitution.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (26) | For the benefit of the employees or ex-employees of the Company or its predecessors in business or the dependants of such persons to provide dwellings, canteens, halls, premises,
conveniences and amenities for the use or occupation of all such persons and for their welfare generally, and to construct, alter, pull down, decorate, maintain, fit up and improve all such dwellings, canteens and premises, and to acquire all lands,
buildings, premises and chattels for giving effect to this object.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (27) | To purchase and maintain insurance for or for the benefit of any persons who are or were at any time Directors, officers or employees of the Company, or of any other company in
which the Company has any interest whether direct or indirect or which is, in any way, allied to or associated with the Company, or of any subsidiary undertaking of the Company or of any such other company, or who are or were at any time trustees of
any pension fund in which any employees of the Company or of any such other company or subsidiary undertaking are interested, including (without prejudice to the generality of the foregoing) insurance against any liability incurred by such persons
in respect of any act or omission in the actual or purported execution and/or discharge of their duties and/or in the exercise or purported exercise of their powers and/or otherwise in relation to their duties, powers or offices in relation to the
Company or any such other company, subsidiary undertaking or pension fund and to such extent as may be permitted by law otherwise to indemnify or to exempt any such person against or from any such liability; for the purposes of this paragraph
holding company and subsidiary undertaking shall have the same meanings as in the Companies Act 1989.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (28) | To grant pensions, allowances, gratuities and bonuses to employees or ex-employees of the Company or its predecessors in business, or the dependants of such
persons, and to establish, endow, partially or wholly, and contribute to any scheme or fund directed to such purpose or purposes or any sickness, provident, accident or other similar fund or scheme, and to establish and support or aid in the
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



4



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| | establishment and support of any schools or any educational, scientific, literary, religious or charitable institutions or trade societies whether solely
connected with any of the business carried on by the Company or any of its predecessors in business or not, or any clubs or other establishments calculated to advance the interests of the Company or of the persons employed by the Company or any of
its predecessors in business, or of the dependants of any of such persons, and to establish and assist in any profit-sharing scheme for the Companys employees.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (29) | To pay the expenses of and incident to the formation and establishment of the Company, and any company formed or promoted by the Company, and to remunerate any parties for services
rendered or to be rendered in placing or assisting to place or guaranteeing the placing of shares in the Companys capital, or any debentures, debenture stock or other securities of the Company, or in or about the conduct of the Companys
business.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (30) | To carry on any other business which may seem to the Company capable of being conveniently carried on or in connection with the above or calculated directly or indirectly to enhance
the value of or render profitable any of the Companys property or rights or which it may be advisable to undertake with a view to developing, rendering valuable, prospecting or turning to account any property, real or personal, belonging to
the Company, or in which the Company may be interested. Provided that nothing herein contained shall empower the Company to carry on the business of assurance or to grant annuities within the meaning of the Assurance Companies Act, 1909, as extended
by the Industrial Insurance Act, 1923, or to re-insure any risks under any class of assurance business to which those Acts apply.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (31) | To do all or any of the above things in the United Kingdom or in any other part of the world, and either as principals, agents, contractors, trustees or otherwise, and either alone
or in conjunction with others, and either by or through agents, sub-contractors, trustees or otherwise.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (32) | To distribute any of the assets of the Company among the Members in specie, but so that no distribution involving a reduction of capital shall be made without the sanctions required
by law.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (33) | To do all such other things as are incidental or the Company may think conducive to the attainment of the above objects.
| | ---- | ------------------------------------------------------------------------------------------------------------------------



| | (34) | And it is hereby declared that the word Company in this clause shall be deemed to include any incorporated body and any partnership or other body of persons, whether
domiciled in the United Kingdom or elsewhere, and the objects specified in each of the paragraphs of this clause shall be regarded as independent objects, and accordingly shall be in nowise limited by reference to any other paragraph or by the name
of the Company.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The liability of the Members is limited.



The share capital of the Company is
£34,700,000,*(2)divided into 1,500,000 4.9 per cent. Cumulative Preference Shares of £1 each, 1,000,000
4.9 per cent. Preferred Ordinary Shares of 50p each and 65,400,000 Ordinary Shares of 50p each, with power to increase and with power to divide the shares in the capital for the time being whether original or increased and before or after the issue
thereof into several classes and to attach thereto



5



---

respectively any preferential, deferred, qualified or special rights, privileges or conditions and with a special or without any right of voting.



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



|                                                      |  |                                                    
|----------------------------------------------------- |  | ---------------------------------------------------
|NAMES, ADDRESSES AND DESCRIPTIONS OF
SUBSCRIBERS      |  | Number and class of Shares taken by each Subscriber
|H.C. LAVINGTON, Maesmor, Claygate, Surrey Solicitor |  | One Ordinary                                       
|                                                      | 
|H.F. PEARCE, 17 Finchley Road, Kennington SE17 Clerk  |  | One Ordinary                                       
|                                                      | 
|JAMES PAINE, 4 War Seal mansions, London SW6 Clerk    |  | One Ordinary                                       
|                                                      | 
|A.E. HUTTON, 1A Montana Road, Tooting SW17 Clerk      |  | One Ordinary                                       
|                                                      | 
|WILLIAM HANN, 17 Shirley Road, Croydon Clerk          |  | One Ordinary                                       
|                                                      | 
|H.G. SEEL, 50 Hampton Road, Ilford, Essex Clerk       |  | One Ordinary                                       
|                                                      | 
|REUBEN F. STONE, 96 Rolls Road, London SE1 Clerk      |  | One Ordinary                                       



DATED the fifth day of November 1930.



WITNESS to the above signatures:-



|                                                                     
|---------------------------------------------------------------------
|                                                                     
|                                                                     
|ERNEST J. LOWMAN, Clerk to Roney & Co 42 New Broad Street, LONDON EC2



6



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Minute approved by the Court



The capital of Cookson Group plc was by virtue of a Special Resolution and with the

sanction of an Order of the High Court of Justice dated 29 July 1998 reduced from

£478,000,000 (divided into 1,500,000 4.9 per cent Cumulative Preference Shares of £1

each, 1,000,000 4.9 per cent Non-cumulative Preferred Ordinary Shares of 50p each and

952,000,000 Ordinary Shares of 50p each) to
£476,000,000 divided into 952,000,000

Ordinary Shares of 50p each. At the date of registration of this Minute 691,397,405 of the

said Ordinary Shares have been issued and are deemed to be fully paid up and the

remainder are unissued.



|*(2) | Notes:-
|---- | -------



|1. | By Ordinary Resolution passed 21 September 1951, the Capital was increased from £3,250,000 to £5,000,000 by the creation of 3,500,00 Ordinary Shares of 10s each.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



|2. | By Ordinary Resolution passed 17 September 1954, the Capital was increased to £6,000,000 by the creation of 2,000,000 Ordinary Shares of 10s each.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------



|3. | By Ordinary Resolution passed 13 March 1958, the Capital was increased to £8,000,000 by the creation of 4,000,000 Ordinary Shares of 10s each.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------



|4. | By Ordinary Resolution passed 13 July 1960, the Capital was increased to £10,000,000 by the creation of 4,000,000 Ordinary Shares of 10s each.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------



|5. | By Ordinary Resolution passed 9 July 1963, the Capital was increased to £12,000,000 by the creation of 4,000,000 Ordinary Shares of 10s each.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------



|6. | By Ordinary Resolution passed 8 July 1965, the Capital was increased to £17,000,000 by the creation of 10,000,000 Ordinary Shares of 10s each.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------



|7. | By Ordinary Resolution passed 26 June 1969, the Capital was increased to £22,000,000 by the creation of 10,000,000 Ordinary Shares of 10s each.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------



|8. | By Ordinary Resolution passed 19 May 1977, the Capital was increased to £27,000,000 by the creation of 10,000,000 Ordinary Shares of 50p each.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------



|9. | By Ordinary Resolution passed 31 May 1984, the Capital was increased to £34,700,000 by the creation of 15,400,000 Ordinary Shares of 50p each.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------



|10. | By Ordinary Resolution passed 24 May 1985, the Capital was increased to £85,000,000 by the creation of 100,600,000 Ordinary Shares of 50p each.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------



|11. | By Ordinary Resolution passed 30 May 1986, the Capital was increased to £97,500,000 by the creation of 25,000,000 Ordinary Shares of 50p each.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------



|12. | By Ordinary Resolution passed 29 May 1987, the Capital was increased to £122,500,000 by the creation of 50,000,000 Ordinary Shares of 50p each.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------



|13. | By Ordinary Resolution passed 20 May 1988, the Capital was increased to £243,500,000 by the creation of 242,000,000 Ordinary Shares of 50p each.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------





---

|14. | By Ordinary Resolution passed 24 May 1991, the Capital was increased to £314,000,000 by the creation of 141,000,000 Ordinary Shares of 50p each.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------



|15. | By Ordinary Resolution passed 21 May 1993, the Capital was increased to £394,000,000 by the creation of 160,000,000 Ordinary Shares of 50p each.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------



|16. | By Ordinary Resolution passed 5 May 1994, the Capital was increased to £478,000,000 by the creation of 168,000,000 Ordinary Shares of 50p each.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------



|17. | By Special Resolution passed 2 July 1998 as confirmed by the Order of the High Court of Justice, Chancery Division dated 29 July 1998, the Capital was decreased to
£476,000,000 by the cancelling and extinguishing of all the 4.9 per cent. Cumulative Preference shares and 4.9 per cent. Preferred Ordinary Shares. A copy of the minute forming the Schedule to the Court Order is attached to this Memorandum.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|18. | By Special Resolution passed 4 May 2000, the Capital was increased to £550,000,000 by the creation of 148,000,000 Ordinary Shares of 50p each.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------



|19. | By Ordinary Resolution passed 5 August 2002, each of the 727,558,546 Ordinary Shares of 50p in issue was subdivided and converted into one Ordinary Share of 1p and one Deferred
Share of 49p and each of the 372,441,454 authorised but unissued Ordinary Shares of 50p was subdivided into fifty Ordinary Shares of 1p each. The rights attached to the Ordinary Shares of 1p and the rights and restrictions attached to the Deferred
Shares of 49p are set out in the Ordinary Resolution.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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No. 251977



THE COMPANIES ACT 1985



COMPANY LIMITED BY SHARES



ARTICLES OF ASSOCIATION



Adopted by special resolution passed on 30 April 1999

(as amended on 14 May 2004)



of



COOKSON GROUP plc





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|   |  |                                             |  |  
|-- |  | ------------------------------------------- |  | -
|   |  |                                            
|1  |  | Table A not to apply                        |  | 1
|   |  |                                            
|2  |  | Interpretation                              |  | 1
|   |  |                                            
|3  |  | Amount of share capital                     |  | 3
|   |  |                                            
|4  |  | Increase of share capital                   |  | 3
|   |  |                                            
|5  |  | Consolidation, subdivision and cancellation |  | 3
|   |  |                                            
|6  |  | Purchase of own shares                      |  | 4
|   |  |                                            
|7  |  | Reduction of capital                        |  | 5
|   |  |                                            
|8  |  | Rights attaching to shares on issue         |  | 5
|   |  |                                            
|9  |  | Directors power to allot shares            |  | 5
|   |  |                                            
|10 |  | Commissions on issue of shares              |  | 6
|   |  |                                            
|11 |  | Renunciation of allotment                   |  | 6
|   |  |                                            
|12 |  | Trust etc. interests not recognised         |  | 6
|   |  |                                            
|13 |  | Issue of share certificates                 |  | 7
|   |  |                                            
|14 |  | Form of share certificate                   |  | 7
|   |  |                                            
|15 |  | Joint holders                               |  | 7
|   |  |                                            
|16 |  | Replacement of share certificates           |  | 7
|   |  |                                            
|17 |  | Power to make calls                         |  | 8
|   |  |                                            
|18 |  | Liability for calls                         |  | 8
|   |  |                                            
|19 |  | Interest on overdue amounts                 |  | 8
|   |  |                                            
|20 |  | Other sums due on shares                    |  | 8
|   |  |                                            
|21 |  | Power to differentiate between holders      |  | 8
|   |  |                                            
|22 |  | Payment of calls in advance                 |  | 8
|   |  |                                            
|23 |  | Notice on failure to pay a call             |  | 9
|   |  |                                            
|24 |  | Forfeiture for non-compliance               |  | 9



-i-



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|   |  |                                                     |  |   
|-- |  | --------------------------------------------------- |  | --
|   |  |                                                    
|25 |  | Disposal of forfeited shares                        |  | 9 
|   |  |                                                    
|26 |  | Holder to remain liable despite forfeiture          |  | 9 
|   |  |                                                    
|27 |  | Lien on partly-paid shares                          |  | 10
|   |  |                                                    
|28 |  | Sale of shares subject to lien                      |  | 10
|   |  |                                                    
|29 |  | Proceeds of sale of shares subject to lien          |  | 10
|   |  |                                                    
|30 |  | Evidence of forfeiture                              |  | 10
|   |  |                                                    
|31 |  | Manner of variation of rights                       |  | 11
|   |  |                                                    
|32 |  | Matters not constituting variation of rights        |  | 11
|   |  |                                                    
|33 |  | Form of transfer                                    |  | 11
|   |  |                                                    
|34 |  | Balance certificate                                 |  | 12
|   |  |                                                    
|35 |  | Right to refuse registration                        |  | 12
|   |  |                                                    
|36 |  | No fee on registration                              |  | 12
|   |  |                                                    
|37 |  | Closure of Register                                 |  | 13
|   |  |                                                    
|38 |  | Branch Register                                     |  | 13
|   |  |                                                    
|39 |  | Further provisions on shares in uncertificated form |  | 13
|   |  |                                                    
|40 |  | Persons entitled on death                           |  | 13
|   |  |                                                    
|41 |  | Election by persons entitled by transmission        |  | 13
|   |  |                                                    
|42 |  | Rights of persons entitled by transmission          |  | 14
|   |  |                                                    
|43 |  | Untraced shareholders                               |  | 14
|   |  |                                                    
|44 |  | Annual and Extraordinary General Meetings           |  | 15
|   |  |                                                    
|45 |  | Convening of General Meetings                       |  | 15
|   |  |                                                    
|46 |  | Notice of General Meetings                          |  | 15
|   |  |                                                    
|47 |  | Contents of notice of General Meetings              |  | 15
|   |  |                                                    
|48 |  | Chairman                                            |  | 16



-ii-



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|   |  |                                                   |  |   
|-- |  | ------------------------------------------------- |  | --
|   |  |                                                  
|49 |  | Quorum                                            |  | 16
|   |  |                                                  
|50 |  | Lack of quorum                                    |  | 16
|   |  |                                                  
|51 |  | Adjournment                                       |  | 16
|   |  |                                                  
|52 |  | Notice of adjourned meeting                       |  | 17
|   |  |                                                  
|53 |  | Amendments to resolutions                         |  | 17
|   |  |                                                  
|54 |  | Demand for poll                                   |  | 17
|   |  |                                                  
|55 |  | Procedure on a poll                               |  | 17
|   |  |                                                  
|56 |  | Voting on a poll                                  |  | 18
|   |  |                                                  
|57 |  | Timing of poll                                    |  | 18
|   |  |                                                  
|58 |  | Votes attaching to shares                         |  | 18
|   |  |                                                  
|59 |  | Votes of joint holders                            |  | 18
|   |  |                                                  
|60 |  | Chairmans casting vote                           |  | 18
|   |  |                                                  
|61 |  | Restriction on voting in particular circumstances |  | 18
|   |  |                                                  
|62 |  | Voting by guardian                                |  | 20
|   |  |                                                  
|63 |  | Validity and result of vote                       |  | 20
|   |  |                                                  
|64 |  | Proxy need not be a member                        |  | 21
|   |  |                                                  
|65 |  | Form of proxy                                     |  | 21
|   |  |                                                  
|66 |  | Deposit of appointment of proxy                   |  | 21
|   |  |                                                  
|67 |  | Rights of proxy                                   |  | 21
|   |  |                                                  
|68 |  | Revocation of proxy                               |  | 21
|   |  |                                                  
|69 |  | Corporations acting by representatives            |  | 22
|   |  |                                                  
|70 |  | Number of Directors                               |  | 22
|   |  |                                                  
|71 |  | Share qualification                               |  | 22
|   |  |                                                  
|72 |  | Directors fees                                   |  | 22



-iii-



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|   |  |                                                |  |   
|-- |  | ---------------------------------------------- |  | --
|   |  |                                               
|73 |  | Other remuneration of Directors                |  | 22
|   |  |                                               
|74 |  | Directors expenses                            |  | 23
|   |  |                                               
|75 |  | Directors pensions and other benefits         |  | 23
|   |  |                                               
|76 |  | Appointment of executive Directors             |  | 23
|   |  |                                               
|77 |  | Powers of Individual Directors                 |  | 23
|   |  |                                               
|78 |  | Age limit                                      |  | 23
|   |  |                                               
|79 |  | Retirement by rotation                         |  | 24
|   |  |                                               
|80 |  | Re-election of retiring Director               |  | 24
|   |  |                                               
|81 |  | Time of Re-election                            |  | 24
|   |  |                                               
|82 |  | Election of two or more Directors              |  | 24
|   |  |                                               
|83 |  | Nomination of Director for election            |  | 24
|   |  |                                               
|84 |  | Election or appointment of additional Director |  | 25
|   |  |                                               
|85 |  | Vacation of office                             |  | 25
|   |  |                                               
|86 |  | Removal of Director                            |  | 25
|   |  |                                               
|87 |  | Convening of meetings of Directors             |  | 26
|   |  |                                               
|88 |  | Quorum                                         |  | 26
|   |  |                                               
|89 |  | Chairman                                       |  | 26
|   |  |                                               
|90 |  | Casting vote                                   |  | 26
|   |  |                                               
|91 |  | Number of Directors below minimum              |  | 27
|   |  |                                               
|92 |  | Written resolutions                            |  | 27
|   |  |                                               
|93 |  | Validity of proceedings                        |  | 27
|   |  |                                               
|94 |  | Directors may have interests                   |  | 27
|   |  |                                               
|95 |  | Restrictions on voting                         |  | 28
|   |  |                                               
|96 |  | Directors interests - general                 |  | 29



-iv-



---

|    |  |                                            |  |   
|--- |  | ------------------------------------------ |  | --
|    |  |                                           
|97  |  | Appointment and constitution of committees |  | 29
|    |  |                                           
|98  |  | Proceedings of committee meetings          |  | 30
|    |  |                                           
|99  |  | General powers                             |  | 30
|    |  |                                           
|100 |  | Local boards                               |  | 30
|    |  |                                           
|101 |  | Appointment of attorney                    |  | 30
|    |  |                                           
|102 |  | President                                  |  | 31
|    |  |                                           
|103 |  | Signature on cheques etc.                  |  | 31
|    |  |                                           
|104 |  | Borrowing powers                           |  | 31
|    |  |                                           
|105 |  | Alternate Directors                        |  | 33
|    |  |                                           
|106 |  | Secretary                                  |  | 34
|    |  |                                           
|107 |  | The Seal                                   |  | 34
|    |  |                                           
|108 |  | Authentication of documents                |  | 34
|    |  |                                           
|109 |  | Establishment of reserves                  |  | 35
|    |  |                                           
|110 |  | Business bought as from past date          |  | 35
|    |  |                                           
|111 |  | Final dividends                            |  | 35
|    |  |                                           
|112 |  | Fixed and interim dividends                |  | 35
|    |  |                                           
|113 |  | Distribution in kind                       |  | 36
|    |  |                                           
|114 |  | No dividend except out of profits          |  | 36
|    |  |                                           
|115 |  | Ranking of shares for dividend             |  | 36
|    |  |                                           
|116 |  | Manner of payment of dividends             |  | 36
|    |  |                                           
|117 |  | Joint holders                              |  | 37
|    |  |                                           
|118 |  | Record date for dividends                  |  | 37
|    |  |                                           
|119 |  | No interest on dividends                   |  | 37
|    |  |                                           
|120 |  | Retention of dividends                     |  | 37



-v-



---

|    |  |                                            |  |   
|--- |  | ------------------------------------------ |  | --
|    |  |                                           
|121 |  | Unclaimed dividend                         |  | 37
|    |  |                                           
|122 |  | Waiver of dividend                         |  | 38
|    |  |                                           
|123 |  | Capitalisation of profits and reserves     |  | 38
|    |  |                                           
|124 |  | Scrip Dividends                            |  | 38
|    |  |                                           
|125 |  | Accounting records                         |  | 39
|    |  |                                           
|126 |  | Copies of accounts for members             |  | 40
|    |  |                                           
|127 |  | Validity of Auditors acts                 |  | 40
|    |  |                                           
|128 |  | Auditors right to attend General Meetings |  | 40
|    |  |                                           
|129 |  | Service of notices                         |  | 40
|    |  |                                           
|130 |  | Joint holders                              |  | 41
|    |  |                                           
|131 |  | Deceased and bankrupt members              |  | 41
|    |  |                                           
|132 |  | Overseas members                           |  | 41
|    |  |                                           
|133 |  | Suspension of postal services              |  | 42
|    |  |                                           
|134 |  | Signature of documents                     |  | 42
|    |  |                                           
|135 |  | Electronic Communication                   |  | 42
|    |  |                                           
|136 |  | Statutory requirements as to notices       |  | 43
|    |  |                                           
|137 |  | Directors power to petition               |  | 43
|    |  |                                           
|138 |  | Distribution of assets in kind             |  | 43
|    |  |                                           
|139 |  | Destruction of documents                   |  | 43
|    |  |                                           
|140 |  | Indemnity                                  |  | 44



-vi-



---

THE COMPANIES ACT 1985



COMPANY LIMITED BY SHARES



ARTICLES OF ASSOCIATION



Adopted by special resolution passed on 30 April 1999



of



COOKSON GROUP plc



PRELIMINARY



|1 | Table A not to apply
|- | --------------------



The regulations in Table A in The Companies (Tables A to F) Regulations 1985 shall not apply to the Company.



|2 | Interpretation
|- | --------------



In these Articles (if not inconsistent with the subject or context) the words and expressions set out in the first column below shall bear the meanings
set opposite to them respectively:



|                         |  |                                                                                                                                     
|------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------
|                         | 
|Act                    |  | The Companies Act 1985.                                                                                                             
|                         | 
|these Articles         |  | These Articles of Association as from time to time altered.                                                                         
|                         | 
|CREST Regulations      |  | The Uncertificated Securities Regulations 1995.                                                                                     
|                         | 
|Director               |  | director of the Company.                                                                                                            
|                         | 
|London Stock Exchange  |  | London Stock Exchange Limited.                                                                                                      
|                         | 
|month                  |  | Calendar month.                                                                                                                     
|                         | 
|Office                 |  | The registered office of the Company for the time being.                                                                            
|                         | 
|Operator               |  | CRESTCo Limited or such other person as may for the time being be approved by H.M. Treasury as Operator under the CREST Regulations.
|                         | 
|Operator-instruction   |  | A properly authenticated dematerialised instruction attributable to the Operator.                                                   
|                         | 
|paid                   |  | Paid or credited as paid.                                                                                                           
|                         | 
|Participating Security |  | A security title to units of which is permitted by the Operator to be transferred by means of a Relevant System.                    
|                         | 
|Register               |  | The register of members of the Company.                                                                                             



-1-



---

|                  |  |                                                                                                                                                                                                                                                                                                                            
|----------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Relevant System |  | A computer-based system, and procedures, which enable title to units of a security to be evidenced and transferred without a written instrument pursuant to the CREST
Regulations.                                                                                                                                         
|                  | 
|Seal            |  | The Common Seal of the Company.                                                                                                                                                                                                                                                                                            
|                  | 
|Securities Seal |  | An official seal kept by the Company by virtue of Section 40 of the Act.                                                                                                                                                                                                                                                   
|                  | 
|show of hands   |  | Includes any form of voting including an electronic communication save to the extent restricted by the Statutes or by the Directors.                                                                                                                                                                                       
|                  | 
|Statutes        |  | The Act, the CREST Regulations and every other statute for the time being in force concerning companies and affecting the Company.                                                                                                                                                                                         
|                  | 
|Transfer Office |  | The place where the Register is situate for the time being.                                                                                                                                                                                                                                                                
|                  | 
|United Kingdom  |  | Great Britain and Northern Ireland.                                                                                                                                                                                                                                                                                        
|                  | 
|in writing      |  | Written or produced by any substitute for writing or partly one and partly another including (but only to the extent that (a) the Directors so resolve, either generally or in relation to
particular categories of document, and (b) the recipient (if not the Company) has requested or agreed) electronic communication.
|                  | 
|year            |  | Calendar year.                                                                                                                                                                                                                                                                                                             



The expressions
debenture and debenture holder shall respectively include debenture stock and debenture stockholder.



The expressions Recognised Clearing House and Recognised Investment Exchange shall
mean any clearing house or investment exchange (as the case may be) granted recognition under the Financial Services Act 1986.



The expression Secretary shall include any person appointed by the Directors to perform any of the duties of the Secretary including,
but not limited to, a joint, assistant or deputy Secretary.



The expression Officer shall include a Director, manager and the Secretary, but shall not include an auditor.



The expression shareholders meeting shall include both a General Meeting and a meeting of the holders of any class of shares of
the Company.



All such of the provisions of these Articles as
are applicable to paid-up shares shall apply to stock, and the words share and shareholder shall be construed accordingly.



The expressions communication and electronic communication shall have the same
respective meanings as in the Electronic Communications Act 2000, the latter including, without limitation, e-mail, facsimile, CD-Rom, audio tape and telephone transmission and (in the case of electronic communication by the Company in accordance
with Article 135.1) publication on a website.



-2-



---

The expression address shall include, in relation to electronic communication, any
number or address used for the purposes of such communication.



Words denoting the singular shall include the plural and vice versa. Words denoting the masculine shall include the feminine. Words denoting persons shall include bodies corporate and unincorporated associations.



References to any statute or statutory provision shall be construed as
relating to any statutory modification or re-enactment thereof for the time being in force (whether coming into force before or after the adoption of these Articles).



Subject as aforesaid any words or expressions defined in the Act or the CREST Regulations shall (if not inconsistent with
the subject or context) bear the same meanings in these Articles.



A special or extraordinary resolution shall be effective for any purpose for which an ordinary resolution is expressed to be required under any provision of these Articles.



References to a share (or to a holding of shares) being in certificated or uncertificated form are references, respectively,
to that share being a certificated or an uncertificated unit of a security for the purposes of the CREST Regulations.



SHARE CAPITAL



|3 | Amount of share capital
|- | -----------------------



|3.1 | 1The share capital of the Company at the
date of the adoption of these Articles is £476,000,000 divided into 952,000,000 ordinary shares of 50p each.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------



|3.2 | The profits of the Company which it shall be determined to distribute among Members shall, subject to any special rights which may be attached to any other class of shares,
be divided among the holders of the ordinary shares rateably in proportion to the capital for the time being paid up on such shares.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3.3 | On a winding-up the assets available for distribution among the Members shall (subject to any provision made under Section 719 of the Companies Act 1985) be applied, subject
to any special rights which may be attached to any other class of shares, in repaying the amount paid up on the ordinary shares, and any balance remaining shall be divided among the holders of the ordinary shares rateably in proportion to the
nominal amount of the ordinary shares held by them respectively.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4 | Increase of share capital
|- | -------------------------



The Company may from time to time by ordinary resolution increase its capital by such sum to be divided into shares of such amounts as the resolution
shall prescribe. All new shares shall be subject to the provisions of the Statutes and of these Articles with reference to allotment, payment of calls, lien, transfer, transmission, forfeiture and otherwise.

---

|1 | By Special Resolution passed on 4 May 2000 the share capital of the Company was increased to £550,000,000 by the creation of 148,000,000 ordinary shares of 50
pence each.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



-3-



---

|5 | Consolidation, subdivision and cancellation
|- | -------------------------------------------



|5.1 | The Company may by ordinary resolution:
|--- | ---------------------------------------



| | (a) | consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;
| | --- | -------------------------------------------------------------------------------------------------------------



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



| | (c) | subdivide its shares, or any of them, into shares of smaller amount than is fixed by the Memorandum of Association (subject, nevertheless, to the provisions of the Statutes), and so
that the resolution whereby any share is subdivided may determine that, as between the holders of the shares resulting from such subdivision, one or more of the shares may, as compared with the others, have any such preferred, deferred or other
special rights, or be subject to any such restrictions, as the Company has power to attach to unissued or new shares.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5.2 | Upon any consolidation or subdivision of shares the Directors may settle any difficulty which may arise with regard thereto. Whenever as a result of a consolidation or
subdivision of shares any members would become entitled to fractions of a share, the Directors may, on behalf of those members, sell the shares representing the fractions for the best price reasonably obtainable to any person (including, subject to
the provisions of the Act, the Company) and distribute the net proceeds of sale in due proportion among those members, and the Directors may authorise some person to transfer the shares to, or in accordance with the directions of, the purchaser. The
transferee shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity in or invalidity of the proceedings in reference to the sale. So far as the Statutes allow, the Directors
may treat shares of a member in certificated form and in uncertificated form as separate holdings in giving effect to subdivisions and/or consolidations and may cause any shares arising on consolidation or subdivision and representing fractional
entitlements to be entered in the Register as shares in certificated form where this is desirable to facilitate the sale thereof.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|6 | Purchase of own shares
|- | ----------------------



|6.1 | Subject to the provisions of the Statutes, the Company may purchase, or may enter into a contract under which it will or may purchase, any of its own shares of any class (including
any redeemable shares) but so that if there shall be in issue any shares convertible into equity share capital of the Company of the class proposed to be purchased, then the Company shall not purchase, or enter into a contract under which it will or
may purchase, such equity shares unless either:
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) | the terms of issue of such convertible shares include provisions permitting the Company to purchase its own equity shares or providing for adjustment to the conversion terms upon
such a purchase; or
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | the purchase, or the contract, has first been approved by an extraordinary resolution passed at a separate meeting of the holders of such convertible shares.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------



|6.2 | The Company may not exercise any right in respect of treasury shares held by it, including any right to attend or vote at meetings, to participate in any offer by
the Company to shareholders or to receive any distribution (including in a winding-up), but without prejudice to its right to sell the treasury shares, to receive an allotment of shares as fully paid bonus shares in respect of the
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



-4-



---

| | treasury shares or to receive any amount payable on redemption of any redeemable treasury shares.
| | -------------------------------------------------------------------------------------------------



|7 | Reduction of capital
|- | --------------------



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



SHARES



|8 | Rights attaching to shares on issue
|- | -----------------------------------



Without prejudice to any special rights previously conferred on the holders of any shares or class of shares for the time being issued, any share in the
Company may be issued with such preferred, deferred or other special rights, or subject to such restrictions, whether as regards dividend, return of capital, voting 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) and subject to the provisions of the Statutes the Company may issue any shares which are, or at the option of the Company or the holder are liable, to be redeemed.



|9 | Directors power to allot
|- | -------------------------



|9.1 | Subject to the provisions of the Statutes relating to authority, pre-emption rights and otherwise and of any resolution of the Company in General Meeting passed pursuant
thereto, all unissued shares shall be at the disposal of the Directors and they may allot (with or without conferring a right of renunciation), grant options over or otherwise dispose of them to such persons, at such times and on such terms as they
think proper.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|9.2 | The Directors shall be generally and unconditionally authorised pursuant to and in accordance with Section 80 of the Act to exercise for each Allotment Period all the powers
of the Company to allot relevant securities up to an aggregate nominal amount equal to the Section 80 Amount.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|9.3 | During each Allotment Period the Directors shall be empowered to allot equity securities wholly for cash pursuant to and within the terms of the authority in paragraph 9.2
above and to sell treasury shares wholly for cash:
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) | in connection with a Rights Issue;
| | --- | ----------------------------------



| | (b) | otherwise than in connection with a Rights Issue, up to an aggregate nominal amount equal to the Section 89 Amount, as if Section 89(1) of the Act did not apply to any such
allotment or sale.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|9.4 | By such authority and power the Directors may, during the Allotment Period, make offers or agreements which would or might require securities to be allotted after the expiry
of such period.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|9.5 | For the purposes of this Article:
|--- | ---------------------------------



| | (a) | Rights Issue means an offer of equity securities open for acceptance for a period fixed by the Directors to holders (other than the Company) on
the Register on a record date fixed by the Directors of Ordinary Shares in proportion to their respective holdings (for which purpose holdings in certificated and uncertificated form may be treated as
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



-5-



---

| | separate holdings) but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional
entitlements or legal or practical problems under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | Allotment Period means the period ending on the date of the Annual General Meeting in 2000 or on 29 July 2000, whichever is the earlier, or any other period (not
exceeding five years on any occasion) for which the authority conferred by paragraph 9.2 above is renewed by Resolution of the Company in General Meeting stating the Section 80 Amount for such period;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | the Section 80 Amount shall for the first Allotment Period be £115,249,578 and for any other Allotment Period shall be that stated in the relevant
Resolution renewing or extending the authority conferred by paragraph 9.2 above for such period or, in either case, any increased amount fixed by Resolution of the Company in General Meeting;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (d) | the Section 89 Amount shall for the first Allotment Period be £17,287,436 and for any other Allotment Period shall be that stated in the relevant special
resolution renewing or extending the power conferred by paragraph 9.3 above for such period or, in either case, any increased amount fixed by special resolution;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (e) | the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or to convert any securities into shares of the Company, the nominal amount of such
shares which may be allotted pursuant to such rights; and
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (f) | words and expressions defined in or for the purposes of Part IV of the Act shall bear the same meanings herein.
| | --- | ---------------------------------------------------------------------------------------------------------------



|10 | Commissions on issue of shares
|-- | ------------------------------



The Company may exercise the powers of paying commissions conferred by the Statutes to the full extent thereby permitted. The Company may also on any
issue of shares pay such brokerage as may be lawful.



|11 | Renunciation of allotment
|-- | -------------------------



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:



| | (a) | recognise a renunciation thereof by the allottee in favour of some other person and accord to any allottee of a share a right to effect such renunciation; and/or
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | allow the rights represented thereby to be one or more participating securities
| | --- | -------------------------------------------------------------------------------



in each case upon and subject to such terms and conditions as the Directors may think fit to impose.



|12 | Trust etc. interests not recognised
|-- | -----------------------------------



Except as required by law, no person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by or
compelled in any way to recognise any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except only as by these Articles or by law otherwise provided)



-6-



---

any other right in respect of any share, except an absolute right to the entirety thereof in the holder.



SHARE CERTIFICATES



|13 | Issue of share certificates
|-- | ---------------------------



Every person (except a person to whom the Company is not required by law to issue a certificate) whose name is entered in the Register in respect of
shares in certificated form shall upon the issue or transfer to him of such shares be entitled without payment to a certificate therefor (in the case of issue) within one month (or such longer period as the terms of issue shall provide) after
allotment or (in the case of a transfer of fully-paid shares) within five business days after lodgment of the transfer or (in the case of a transfer of partly-paid shares) within two months after lodgment of the transfer.



|14 | Form of share certificate
|-- | -------------------------



Every share certificate shall be executed by the Company in such manner as the Directors may decide (which may include use of the Seal or the Securities
Seal (or, in the case of shares on a branch register, an official seal for use in the relevant territory) and/or manual or facsimile signatures by one or more Directors) and shall specify the number and class of shares to which it relates and the
amount paid up thereon. No certificate shall be issued representing shares of more than one class. No certificate shall normally be issued in respect of shares held by a Recognised Clearing House or a nominee of a Recognised Clearing House or of a
Recognised Investment Exchange.



|15 | Joint holders
|-- | -------------



In the case of a share held jointly by several persons in certificated form the Company shall not be bound to issue more than one certificate therefor and
delivery of a certificate to one of the joint holders shall be sufficient delivery to all.



|16 | Replacement of share certificates
|-- | ---------------------------------



|16.1 | Any two or more certificates representing shares of any one class held by any member may at his request be cancelled and a single new certificate for such shares issued in
their place without charge.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|16.2 | If any member shall surrender for cancellation a share certificate representing shares held by him and request the Company to issue in its place two or more share
certificates representing such shares in such proportions as he may specify, the Directors may, if they think fit, comply with such request.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|16.3 | If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed, a new certificate representing the same shares may be issued to the
holder upon request subject to delivery up of the old certificate or (if alleged to have been lost, stolen or destroyed) compliance with such conditions as to evidence and indemnity and the payment of any exceptional out-of-pocket expenses of the
Company in connection with the request as the Directors may think fit.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



-7-



---

|16.4 | In the case of shares held jointly by several persons any such request may be made by any one of the joint holders.
|---- | -------------------------------------------------------------------------------------------------------------------



CALLS ON SHARES



|17 | Power to make calls
|-- | -------------------



The Directors may from time to time make calls upon the members in respect of any monies unpaid on their shares (whether on account of the nominal value
of the shares or, when permitted, by way of premium) but subject always to the terms of allotment of such shares. A 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
made payable by instalments.



|18 | Liability for calls
|-- | -------------------



Each member shall (subject to receiving 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. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof. A call may be wholly or partly revoked or postponed as the Directors may determine.



|19 | Interest on overdue amounts
|-- | ---------------------------



If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay
interest on the sum from the day appointed for payment thereof to the time of actual payment at a rate two per cent. per annum above the cost of funds to the Company as determined by the Directors from time to time, but the Directors shall be at
liberty in any case or cases to waive payment of any amounts which do not exceed £10.00.



|20 | Other sums due on shares
|-- | ------------------------



Any sum (whether on account of the nominal value of the share or by way of premium) which by the terms of allotment of a share becomes payable upon
allotment or at any fixed date shall for all the purposes of these Articles be deemed to be a call duly made and payable on the date on which by the terms of allotment the same becomes payable. 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.



|21 | Power to differentiate between holders
|-- | --------------------------------------



The Directors may on the allotment of shares differentiate between the holders as to the amount of calls to be paid and the times of payment.



|22 | Payment of calls in advance
|-- | ---------------------------



The 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 the shares held by him and such payment in advance of



-8-



---

calls shall extinguish to the extent of such payment the liability upon the shares in respect of which it is made and upon the money so received (until and
to the extent that the same would but for such advance become payable) the Company may pay interest at such rate as is equal to the cost of funds to the Company, as determined by the Directors from time to time, save that no payment shall be made of
amounts which do not exceed £10.00.



FORFEITURE AND
LIEN



|23 | Notice on failure to pay a call
|-- | -------------------------------



|23.1 | If a member fails to pay in full any call or instalment of a call on or before the due date for payment thereof, the Directors may at any time thereafter serve a notice on
him requiring payment of so much of the call or instalment as is unpaid together with any interest which may have accrued thereon and any expenses incurred by the Company by reason of such non-payment.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|23.2 | The notice shall name a further day (not being less than seven days from the date of service of the notice) on or before which and the place where the payment required by the
notice is to be made, and shall state that in the event of non-payment in accordance therewith the shares on which the call has been made will be liable to be forfeited.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|24 | Forfeiture for non-compliance
|-- | -----------------------------



If 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
thereafter, before payment of all calls and interest and expenses due in respect thereof has been made, be forfeited by a resolution of the Directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited
share and not actually paid before forfeiture. The Directors may accept a surrender of any share liable to be forfeited hereunder.



|25 | Disposal of forfeited shares
|-- | ----------------------------



A share so forfeited or surrendered shall become the property of the Company and may be sold, re-allotted or otherwise disposed of either to the person
who was before such forfeiture or surrender the holder thereof or entitled thereto or to any other person upon such terms and in such manner as the Directors shall think fit and at any time before a sale, re-allotment or disposal the forfeiture or
surrender may be cancelled on such terms as the Directors think fit. The Directors may, if necessary, authorise some person to transfer a forfeited or surrendered share to any such other person as aforesaid.



|26 | Holder to remain liable despite forfeiture
|-- | ------------------------------------------



A member whose shares have been forfeited or surrendered shall cease to be a member in respect of the shares (and shall, in the case of shares held in
certificated form, surrender to the Company for cancellation the certificate for such shares) but shall notwithstanding the forfeiture or surrender remain liable to pay to the Company all monies which at the date of forfeiture or surrender were
presently payable by him to the Company in respect of the shares with interest thereon at the rate of two per cent. above the cost of funds to the Company, as determined by the Directors from time to time from the date of forfeiture or surrender
until payment and the Directors may at their absolute discretion enforce payment without any



-9-



---

allowance for the value of the shares at the time of forfeiture or surrender or for any consideration received on their disposal or waive payment in whole or
in part but the Directors shall be at liberty in any case or cases to waive payment of any amounts which do not exceed £10.00.



|27 | Lien on partly-paid shares
|-- | --------------------------



The 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 and the Company shall also have a first and paramount lien on every share (not being a fully paid share) standing registered in the name of a single member for all the debts and liabilities of such
member or his estate to the Company and that whether the same shall have been incurred before or after notice to the Company of any equitable or other interest of any person other than such member and whether the period for the payment or discharge
of the same shall have actually arrived or not and notwithstanding that the same are joint debts or liabilities of such member or his estate and any other person, whether a member of the Company or not. The Companys lien (if any) on a share
shall (so far as permitted by the statutes) extend to all dividends payable thereon. The Directors may waive any lien which has arisen and may resolve that any share shall for some limited period be exempt wholly or partially from the provisions of
this Article.



|28 | Sale of shares subject to lien
|-- | ------------------------------



The 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 some sum in
respect of which the lien exists is presently payable nor until the expiration of 14 days after a notice in writing demanding payment of the sum presently payable and giving notice of intention to sell the share in default of payment shall have been
given to the 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.



|29 | Proceeds of sale of shares subject to lien
|-- | ------------------------------------------



The net proceeds of such sale after payment of the costs of such sale shall be applied in or towards payment or satisfaction of the amount in respect
whereof the lien exists so far as the same is then payable and any residue shall, upon surrender (in the case of shares held in certificated form) to the Company for cancellation of the certificate for the shares sold and subject to a like lien for
sums not presently payable as existed upon the shares prior to the sale, be paid to the person entitled to the shares at the time of the sale. For the purpose of 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.



|30 | Evidence of forfeiture
|-- | ----------------------



A statutory declaration in writing that the declarant is a Director or the Secretary 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 therein stated as 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, if the share is in certificated form, with the share certificate delivered to a purchaser



-10-



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or allottee thereof shall (subject to the relevant share transfer being made, 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 not be bound to see to the application of the consideration (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.



VARIATION OF RIGHTS



|31 | Manner of variation of rights
|-- | -----------------------------



|31.1 | Whenever the share capital of the Company is divided into different classes of shares, the special rights attached to any class may, subject to the provisions of the
Statutes, be varied or abrogated either with the consent in writing of the holders of three-quarters in nominal value of the issued shares of the class or with the sanction of an extraordinary resolution passed at a separate meeting of the holders
of the shares of the class (but not otherwise) and may be so varied or abrogated either whilst the Company is a going concern or during or in contemplation of a winding-up.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|31.2 | To every such separate meeting all the provisions of these Articles relating to General Meetings and to the proceedings thereat shall apply with any changes that may be
necessary, except that the necessary quorum shall be two persons at least holding or representing by proxy at least one-third in nominal value of the issued shares of the class (but so that at any adjourned meeting any holder of shares of the class
present in person or by proxy shall be a quorum) and that any holder of shares of the class present in person or by proxy may demand a poll and that every such holder shall on a poll have one vote for every share of the class held by him.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|31.3 | The foregoing provisions of this Article shall apply to the variation or abrogation of the special rights attached to some only of the shares of any class as if each group of
shares of the class differently treated formed a separate class the special rights whereof are to be varied.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|32 | Matters not constituting variation of rights
|-- | --------------------------------------------



The special rights attached to any class of shares having preferential rights shall not unless otherwise expressly provided by the terms of issue thereof
be deemed to be varied by (a) the creation or issue of further shares ranking as regards participation in the profits or assets of the Company in some or all respects equally therewith but in no respect in priority thereto or (b) the purchase by the
Company of any of its own shares.



TRANSFER OF SHARES



|33 | Form of transfer
|-- | ----------------



|33.1 | All transfers of shares which are in certificated form may be effected by transfer in writing in any usual or common form or in any other form acceptable to
the Directors and may be under hand only. The instrument of transfer shall be signed by or on behalf of the transferor and (except in the case of fully-paid shares) by or on behalf of the transferee. The transferor shall remain the holder of the
shares concerned until the name of the transferee is entered in the Register in respect thereof. All instruments of transfer which are registered may be retained by
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



-11-



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the Company. Provided that the Directors may dispense with the execution of the instrument of transfer by the transferee in any case in which they think fit
in their discretion to do so.



|33.2 | All transfers of shares which are in uncertificated form may be effected by means of a Relevant System.
|---- | -------------------------------------------------------------------------------------------------------



|34 | Balance certificate
|-- | -------------------



Where some only of the shares comprised in a share certificate are transferred the old certificate shall be cancelled and, to the extent that the balance
is to be held in certificated form, a new certificate for the balance of such shares issued in place of the old one without charge.



|35 | Right to refuse registration
|-- | ----------------------------



|35.1 | The Directors may decline to recognise any instrument of transfer relating to shares in certificated form unless it is in respect of only one class of share and is lodged
(duly stamped if required) at the Transfer Office accompanied by the relevant share certificate(s) 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). In the case of a transfer of shares in certificated form by a Recognised Clearing House or a nominee of a Recognised Clearing House or of a Recognised
Investment Exchange the lodgment of share certificates will only be necessary if and to the extent that certificates have been issued in respect of the shares in question.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|35.2 | The Directors may, in the case of shares in certificated form, in their absolute discretion and without assigning any reason therefor refuse to register any transfer of
shares (not being fully-paid shares) provided that, where any such shares are admitted to the Official List of the London Stock Exchange, such discretion may not be exercised in such a way as to prevent dealings in the shares of that class from
taking place on an open and proper basis.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|35.3 | The Directors may also refuse to register an allotment or transfer of shares (whether fully-paid or not) in favour of more than four persons jointly.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------



|35.4 | If the Directors refuse to register an allotment or transfer of shares they shall within two months after the date on which:
|---- | ----------------------------------------------------------------------------------------------------------------------------



| | 35.4.1 | the letter of allotment or instrument of transfer was lodged with the Company (in the case of shares held in certificated form); or
| | ------ | -----------------------------------------------------------------------------------------------------------------------------------



| | 35.4.2 | the Operator-instruction was received by the Company (in the case of shares held in uncertificated form);
| | ------ | ---------------------------------------------------------------------------------------------------------



send to the allottee or transferee notice of the refusal.



|36 | No fee on registration
|-- | ----------------------



No fee will be charged by the Company in respect of the registration of any transfer or other document relating to or affecting the title to any shares or
otherwise for making any entry in the Register affecting the title to any shares.



-12-



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|37 | Closure of Register
|-- | -------------------



The registration of transfers may be suspended at such times and for such periods (not exceeding 30 days in any year) 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 participating securities, the Register shall not be closed without the consent of the Operator.



|38 | Branch Register
|-- | ---------------



Subject to and to the extent permitted by the Statutes, the Company, or the Directors on behalf of the Company, may cause to be kept in any territory a
branch register of members resident in such territory, and the Directors may make and vary such regulations as they may think fit respecting the keeping of any such register.



|39 | Further provisions on shares in uncertificated form
|-- | ---------------------------------------------------



|39.1 | Subject to the Statutes and the rules (as defined in the CREST Regulations), the Directors may determine that any class of shares may be held in uncertificated form and that
title to such shares may be transferred by means of a Relevant System or that shares of any class should cease to be held and transferred as aforesaid.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|39.2 | The provisions of these Articles shall not apply to shares of any class which are in uncertificated form to the extent that such Articles are inconsistent with:
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) | the holding of shares of that class in uncertificated form;
| | --- | -----------------------------------------------------------



| | (b) | the transfer of title to shares of that class by means of a Relevant System; or
| | --- | -------------------------------------------------------------------------------



| | (c) | any provision of the CREST Regulations.
| | --- | ---------------------------------------



|39.3 | The Directors may make and from time to time vary (or abrogate) such regulations as they consider appropriate so as to permit the transfer, conversion and redemption of
shares and other securities held in uncertificated form through a Relevant System and these Articles shall not apply to the extent specified in such regulations, which shall bind the Company and its members to the same extent as if they had been set
out herein.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



TRANSMISSION OF SHARES



|40 | Persons entitled on death
|-- | -------------------------



In case of the death of a member, the survivors or survivor where the deceased was a joint holder, and the executors or administrators 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 in this Article shall release the estate of a deceased member (whether sole or joint)
from any liability in respect of any share held by him.



|41 | Election by persons entitled by transmission
|-- | --------------------------------------------



A person becoming entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law may (subject as hereinafter
provided) upon supplying to the Company such evidence as the Directors may reasonably require to show his title to the share either be registered himself as holder of the share upon giving to the Company notice in writing



-13-



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to that effect or transfer such share to some other person. 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 notice or transfer were a transfer made by the member registered as the holder of any such share.



|42 | Rights of persons entitled by transmission
|-- | ------------------------------------------



Save as otherwise provided by or in accordance with these Articles, a person becoming entitled to a share in consequence of the death or bankruptcy of a
member or otherwise by operation of law (upon supplying to the Company such evidence as the Directors may reasonably require to show his title to the share) shall be entitled to the same dividends and other advantages as those to which he would be
entitled if he were the registered holder of the share except that he shall not be entitled in respect thereof (except with the authority of the Directors) to exercise any right conferred by membership in relation to shareholders meetings
until he shall have been registered as a member in respect of the share.



UNTRACED SHAREHOLDERS



|43 | Untraced shareholders
|-- | ---------------------



|43.1 | The Company shall be entitled to sell at the best price reasonably obtainable at the time of sale the shares of a member or the shares to which a person is entitled by virtue
of transmission on death or bankruptcy or otherwise by operation of law if and provided that:
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) | during the period of 12 years prior to the date of the publication of the advertisements referred to in paragraph 43.1(b) below (or, if published on different dates, the first
thereof) at least three dividends in respect of the shares have become payable and no dividend in respect of those shares has been claimed; and
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | the Company shall on expiry of such period of 12 years have inserted advertisements in both a national newspaper and in 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 under these Articles is located giving notice of its intention to sell the said shares; and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | during the period of three months following the publication of such advertisements the Company shall have received no communication from such member or person; and
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (d) | notice shall have been given to the London Stock Exchange of its intention to make such sale.
| | --- | ---------------------------------------------------------------------------------------------



|43.2 | To give effect to any such sale the Company may appoint any person to transfer, as transferor, the said shares and such transfer shall be as effective as if
it had been carried out by the registered holder of or person entitled by transmission to such shares 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 which shall be a permanent debt of the Company. 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
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | 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.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|43.3 | In the case of shares in uncertificated form, the foregoing provisions of this Article are subject to any restrictions applicable under the CREST Regulations.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------



GENERAL MEETINGS



|44 | Annual and Extraordinary General Meetings
|-- | -----------------------------------------



An Annual General Meeting shall be held once in every year, at such time (within a period of not more than 15 months after the holding of the last
preceding Annual General Meeting) and place as may be determined by the Directors. All other General Meetings shall be called Extraordinary General Meetings.



|45 | Convening of General Meetings
|-- | -----------------------------



The Directors may whenever they think fit, and shall on requisition in accordance with the Statutes, proceed with proper expedition to convene an
Extraordinary General Meeting.



NOTICE OF GENERAL MEETINGS



|46 | Notice of General Meetings
|-- | --------------------------



An Annual General Meeting and any Extraordinary General Meeting at which it is proposed to pass a special resolution or (save as provided by the Statutes)
a resolution of which special notice has been given to the Company, shall be called by 21 days notice in writing at the least and any other Extraordinary General Meeting by 14 days notice in writing at the least. The period of notice
shall in each case be exclusive of the day on which it is served or deemed to be served and of the day on which the meeting is to be held and shall be given in manner hereinafter mentioned to all members other than such as are not under the
provisions of these Articles entitled to receive such notices from the Company.



Provided that:



| | (a) | an Extraordinary General Meeting notwithstanding that it has been called by a shorter notice than that specified above shall be deemed to have been duly called if it is so agreed by
a majority in number of the members having a right to attend and vote thereat, being a majority together holding not less than 95 per cent in nominal value of the shares giving that right; and
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | the accidental omission to give notice to or the non-receipt of notice by any person entitled thereto shall not invalidate the proceedings at any General Meeting.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



|47 | Contents of notice of General Meetings
|-- | --------------------------------------



|47.1 | Every notice calling a General Meeting shall specify the place and the day and hour of the meeting, and there shall appear with reasonable prominence in every such notice a
statement that a member entitled to attend and vote is entitled to appoint a proxy or proxies to attend and, on a poll, vote instead of him and that a proxy need not be a member of the Company.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



-15-



---

|47.2 | The notice shall specify the general nature of the business to be transacted at the meeting; and if any resolution is to be proposed as an extraordinary resolution or as a
special resolution, the notice shall contain a statement to that effect.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|47.3 | In the case of an Annual General Meeting, the notice shall also specify the meeting as such.
|---- | --------------------------------------------------------------------------------------------



|47.4 | For the purposes of determining which persons are entitled to attend or vote at a meeting and how many votes such person may cast, the Company may specify in the notice of
the meeting a time, not more than 48 hours before the time fixed for the meeting, by which a person must be entered on the Register in order to have the right to attend or vote at the meeting.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



PROCEEDINGS AT GENERAL MEETINGS



|48 | Chairman
|-- | --------



The Chairman of the Directors, failing whom a Deputy Chairman, failing whom a Vice Chairman shall preside as chairman at a General Meeting. If there is no
such Chairman, Deputy Chairman or Vice Chairman, or if at any meeting neither 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 (or, if no
Director is present or if all the Directors present decline to take the chair, the members present and entitled to vote shall choose one of their number) to be chairman of the meeting.



|49 | Quorum
|-- | ------



No business other than the appointment of a chairman shall be transacted at any General Meeting unless a quorum is present at the time when the meeting
proceeds to business. Three members present in person or by proxy and entitled to vote shall be a quorum for all purposes.



|50 | Lack of quorum
|-- | --------------



If within five minutes from the time appointed for a General Meeting (or such longer interval as the chairman of the meeting may think fit to allow) a
quorum is not present, or if during the meeting a quorum ceases to be present, the meeting, if convened on the requisition of members, shall be dissolved. In any other case it shall stand adjourned to such day, time and place as may have been
specified for the purpose in the notice convening the meeting or (if not so specified) as the chairman of the meeting may determine. At the adjourned meeting, if a quorum is not present within fifteen minutes from the time appointed for holding the
meeting any two members present in person shall be a quorum.



|51 | Adjournment
|-- | -----------



The chairman of any General Meeting at which a quorum is present may with the consent of the meeting (and shall if so directed by the meeting) adjourn the
meeting from time to time and from place to place and with or without a further date being fixed, but no business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the
adjournment took place. Where a meeting is adjourned without a further time, date and place being fixed, the time, date and place for the adjourned meeting shall be fixed by the Directors. When a meeting is adjourned for 30 days or



-16-



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more or with no further time, date and place being fixed, not less than seven days notice of the adjourned meeting shall be given in like manner as in
the case of the original meeting.



|52 | Notice of adjourned meeting
|-- | ---------------------------



Save as hereinbefore expressly provided, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an
adjourned meeting.



|53 | Amendments to resolutions
|-- | -------------------------



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. In the case of a resolution duly proposed as a special or extraordinary resolution, no amendment thereto (other than a mere clerical amendment to correct
a patent error) may in any event be considered or voted upon.



POLLS



|54 | Demand for poll
|-- | ---------------



|54.1 | At 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 by:
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) | the chairman of the meeting; or
| | --- | -------------------------------



| | (b) | not less than three members present in person or by proxy and entitled to vote; or
| | --- | ----------------------------------------------------------------------------------



| | (c) | a 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) | a member or members present in person or by proxy and 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 the shares conferring that right.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|54.2 | A demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the chairman. A demand so withdrawn shall not be taken to have invalidated the
result of a show of hands declared before the demand was made.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|55 | Procedure on a poll
|-- | -------------------



A poll shall be taken in such manner (including the use of an electronic communication, ballot or voting papers or tickets) as the chairman of the meeting
may direct, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The chairman of the meeting may (and if so directed by the meeting shall) appoint scrutineers (who need not be members) and
may adjourn the meeting to some place and time fixed by him for the purpose of declaring the result of the poll.



-17-



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|56 | Voting on a poll
|-- | ----------------



On a poll votes may be given either personally or by proxy and a person entitled to more than one vote need not use all his votes or cast all the votes he
uses in the same way.



|57 | Timing of poll
|-- | --------------



A poll demanded on the choice of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken
either immediately or at such subsequent time (not being more than 30 days from the date of the meeting) and place as the chairman may direct. No notice need be given of a poll not taken immediately. The demand for a poll shall not prevent the
continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded.



VOTES OF MEMBERS



|58 | Votes attaching to shares
|-- | -------------------------



Subject to Article 47.4 and to any special rights or restrictions as to voting attached by or in accordance with these Articles to any class of shares, on
a show of hands every member who is present in person shall have one vote and on a poll every member who is present in person or by proxy shall have one vote for every ordinary share of which he is the holder.



|59 | Votes of joint holders
|-- | ----------------------



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



|60 | Chairmans casting vote
|-- | -----------------------



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 casting vote in addition to any other vote he may have.



|61 | Restriction on voting in particular circumstances
|-- | -------------------------------------------------



|61.1 | No member shall, unless the Directors otherwise determine, be entitled in respect of any share held by him to vote either personally or by proxy at a shareholders
meeting or to exercise any other right conferred by membership in relation to shareholders meetings if any call or other sum presently payable by him to the Company in respect of that share remains unpaid.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|61.2 | If any member, or any other person appearing to be interested in shares held by such member, has been duly served with a notice under Section 212 of the Act and is in default
for a period of 14 days in supplying to the Company the information thereby required, then (unless the Directors otherwise determine) in respect of:
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) | the shares comprising the shareholding account in the Register which comprises or includes the shares in relation to which the default occurred (all or the relevant
number
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



-18-



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| | as appropriate of such shares being the default shares, which expression shall include any further shares which are issued in respect of
such shares); and
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | any other shares held by the member;
| | --- | ------------------------------------



the member shall not (for so long as the default continues) nor shall any transferee to whom any of such shares are transferred (other than pursuant to an
approved transfer or pursuant to paragraph 61.3(b) below) be entitled to attend or vote either personally or by proxy at a shareholders meeting or to exercise any other right conferred by membership in relation to shareholders meetings.



|61.3 | Where the default shares represent 0.25 per cent or more of the issued shares of the class in question (excluding any shares in the Company held as treasury shares), the
Directors may in their absolute discretion by notice (a direction notice) to such member direct that:
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) | any dividend or part thereof or other money which would otherwise be payable in respect of the default shares shall be retained by the Company without any liability to pay interest
thereon when such dividend or other money is finally paid to the member and the member shall not be entitled to elect to receive shares in place of a dividend; and/or
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | no transfer of any of the shares held by such member shall be registered unless the transfer is an approved 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 form satisfactory to the Directors
to the effect that after due and careful enquiry the member is satisfied that none of the shares which are the subject of the transfer are default shares provided that, in the case of shares in uncertificated form, the Directors may only exercise
their discretion not to register a transfer if permitted to do so by the CREST Regulations.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Any direction notice may treat shares of a member in certificated and uncertificated form as separate holdings and either apply only to the former or to
the latter or make different provision for the former and the latter.



Upon the giving of a direction notice its terms shall apply accordingly.



|61.4 | The Company shall send to each other person appearing to be interested in the shares the subject of any direction notice a copy of the notice, but the failure or omission by
the Company to do so shall not invalidate such notice.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|61.5 | Save as herein provided any direction notice shall have effect in accordance with its terms for so long as the default in respect of which the direction notice was issued
continues and shall cease to have effect thereafter upon the Directors so determining (such determination to be made within a period of one week of the default being duly remedied with written notice thereof being given forthwith to the member).
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|61.6 | Any direction notice shall cease to have effect in relation to any shares which are transferred by such member by means of an approved transfer or in accordance with
paragraph 61.3(b) above.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



-19-



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|61.7 | For the purposes of this Article:
|---- | ---------------------------------



| | (a) | a person shall be treated as appearing to be interested in any shares if the member holding such shares has been served with a notice under the said Section 212 and either (i) the
member has named such person as being so interested or (ii) (after taking into account the response of the member to the said notice and any other relevant information) 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 an approved transfer if:
| | --- | ------------------------------------------------



| | (i) | it is a transfer of shares to an offeror by way or in pursuance of acceptance of a takeover offer (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 party unconnected with the member or
with any person appearing to be interested in such shares including any such sale made through the London Stock Exchange or any other stock exchange outside the United Kingdom on which the Companys shares are normally traded. For the purposes
of this sub-paragraph any associate (as that term is defined in Section 435 of the Insolvency Act 1986) shall be included amongst the persons who are connected with the member or any person appearing to be interested in such shares.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|61.8 | The provisions of this Article are in addition and without prejudice to the provisions of the Act.
|---- | --------------------------------------------------------------------------------------------------



|62 | Voting by guardian
|-- | ------------------



Where a guardian, receiver or other person (by whatever name called) has been appointed by any court claiming jurisdiction in that behalf to exercise
powers with respect to the property or affairs of any member on the ground (however formulated) of mental disorder, the Directors may in their absolute discretion, upon or subject to production of such evidence of the appointment as the Directors
may require, permit such guardian, receiver or other person on behalf of such member to vote in person or by proxy at any shareholders meeting or to exercise any other right conferred by membership in relation to shareholders meetings.



|63 | Validity and result of vote
|-- | ---------------------------



|63.1 | No objection shall be raised as to the admissibility of any vote except at the meeting or adjourned meeting at which the vote objected to is or may be given or tendered and
every vote not disallowed at such meeting shall be valid for all purposes. Any such objection shall be referred to the chairman of the meeting whose decision shall be final and conclusive.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|63.2 | Unless a poll is taken a declaration by the chairman of the meeting that a resolution has been carried, or carried unanimously, or by a particular majority, or lost, and an
entry to that effect in the minute book, shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded for or against such resolution.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



-20-



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PROXIES AND CORPORATE REPRESENTATIVES



|64 | Proxy need not be a member
|-- | --------------------------



A proxy need not be a member of the Company.



|65 | Form of proxy
|-- | -------------



The appointment of a proxy must be in writing in any usual or common form or in any other form which the Directors may approve and:



| | (a) | in the case of an individual must either be signed by the appointor or his attorney or comply with Article 134; and
| | --- | -------------------------------------------------------------------------------------------------------------------



| | (b) | in the case of a corporation must be either given under its common seal or be signed on its behalf by an attorney or a duly authorised officer of the corporation or comply with
Article 134.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The signature on such appointment
need not be witnessed. Where appointment of a proxy is signed on behalf of the appointor by an attorney, the power of attorney or a copy thereof certified notarially or in some other way approved by the Directors must (failing previous registration
with the Company) be submitted to the Company, failing which the appointment may be treated as invalid.



|66 | Deposit of appointment of proxy
|-- | -------------------------------



The appointment of a proxy must be received at such address or one of such addresses (if any) as may be specified for that purpose in or by way of note to
or in any document accompanying the notice convening the meeting (or, if no address is so specified, must be left at the Transfer Office) not less than 48 hours before the time appointed for the holding of the meeting or adjourned meeting or (in the
case of a poll taken otherwise than at or on the same day as the meeting or adjourned meeting) for the taking of the poll at which it is to be used, and in default shall not be treated as valid. The appointment shall, unless the contrary is stated
thereon, be valid as well for any adjournment of the meeting as for the meeting to which it relates. An appointment relating to more than one meeting (including any adjournment thereof) having once been so delivered for the purposes of any meeting
shall not require again to be delivered for the purposes of any subsequent meeting to which it relates.



|67 | Rights of proxy
|-- | ---------------



A proxy shall have the right to demand or join in demanding a poll but no further right to speak at the meeting, except with the permission of the
Chairman of the meeting.



|68 | Revocation of proxy
|-- | -------------------



A vote cast or demand for a poll made by proxy shall not be invalidated by the previous death or insanity of the member or by the revocation of the
appointment of the proxy or of the authority under which the appointment was made unless written notice of such death, insanity or revocation shall have been received by the Company at the Transfer Office at least one hour before the commencement of
the meeting or adjourned meeting or (in the case of a poll



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taken otherwise than at or on the same day as the meeting or adjourned meeting) the time appointed for the taking of the poll at which the vote is cast.



|69 | Corporations acting by representatives
|-- | --------------------------------------



Any corporation which is a member of the Company may by resolution of its directors or other governing body authorise such person as it thinks fit to act
as its representative at any shareholders meeting. The person so authorised shall be entitled to exercise the same powers on behalf of such corporation as the corporation could exercise if it were an individual member of the Company 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



|70 | Number of Directors
|-- | -------------------



Subject as hereinafter provided the Directors shall not be fewer than 5 nor more than 15 in number. The Company may by ordinary resolution from time to
time vary the minimum number and/or maximum number of Directors.



|71 | Share qualification
|-- | -------------------



A Director shall not be required to hold any shares of the Company by way of qualification. A Director who is not a member of the Company shall
nevertheless be entitled to attend and speak at shareholders meetings.



|72 | Directors fees
|-- | ---------------



The ordinary remuneration of the Directors shall from time to time be determined by the Directors except that such remuneration shall not exceed
£200,000 per annum in aggregate or such higher amount as the Directors may from time to time determine to take account of the effect of inflation from the date of adoption of these Articles (or as nearly thereto as is convenient), as measured
by the Retail Price Index or such other index as the Directors may consider appropriate for such purpose or such higher amount as may from time to time be determined by ordinary resolution of the Company and shall (unless such resolution otherwise
provides) be divisible among the Directors as they may agree, or, failing agreement, equally, except that any Director who shall hold office for part only of the period in respect of which such remuneration is payable shall be entitled only to rank
in such division for a proportion of remuneration related to the period during which he has held office.



|73 | Other remuneration of Directors
|-- | -------------------------------



Any Director who holds any executive office (including for this purpose the office of Chairman, Deputy Chairman or Vice Chairman whether or not such
office is held in an executive capacity), or who serves on any committee of the Directors, 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, commission or otherwise or may receive such other benefits as the Directors may determine.



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|74 | Directors expenses
|-- | -------------------



The Directors may repay to any Director all such reasonable expenses as he may incur in attending and returning from meetings of the Directors or of any
committee of the Directors or shareholders meetings or otherwise in connection with the business of the Company.



|75 | Directors pensions and other benefits
|-- | --------------------------------------



The Directors shall have power to pay and agree to pay gratuities, pensions or other retirement, superannuation, death or disability benefits to (or to
any person in respect of) any Director or ex-Director and for the purpose of providing any such gratuities, pensions or other benefits to contribute to any scheme or fund or to pay premiums.



|76 | Appointment of executive Directors
|-- | ----------------------------------



|76.1 | The Directors may from time to time appoint one or more of their body to be the holder of any executive office (including, where considered appropriate, the office of
Chairman, Deputy Chairman or Vice Chairman) on such terms and for such period as they may (subject to the provisions of the Statutes) determine and, without prejudice to the terms of any contract entered into in any particular case, may at any time
revoke or vary the terms of any such appointment.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|76.2 | The appointment of any Director to the office of Chairman, Deputy Chairman, Vice Chairman, Group Chief Executive, Chief Executive Officer, Chief Operating Officer, or
Managing or Joint Managing or Deputy or Assistant Managing Director shall automatically determine if he ceases to be a Director but without prejudice to any claim for damages for breach of any contract of service between him and the Company.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|76.3 | The appointment of any Director to any other executive office shall not automatically determine if he ceases from any cause to be a Director, unless the contract or
resolution under which he holds office shall expressly state otherwise, in which event such determination shall be without prejudice to any claim for damages for breach of any contract of service between him and the Company.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|77 | Powers of Individual Directors
|-- | ------------------------------



The Directors may entrust to and confer upon any Director any of the powers exercisable by them as Directors upon such terms and conditions and with such
restrictions as they think fit, and either collaterally with or to the exclusion of their own powers, and may from time to time revoke, withdraw, alter or vary all or any of such powers.



APPOINTMENT AND RETIREMENT OF DIRECTORS



|78 | Age limit
|-- | ---------



Any provision of the Statutes which, subject to the provisions of these Articles, would have the effect of rendering any person ineligible for appointment
or election as a Director or liable to vacate office as a Director on account of his having reached any specified age or of requiring special notice or any other special formality in connection with the appointment or election of any Director over a
specified age, shall apply to the Company.



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|79 | Retirement by rotation
|-- | ----------------------



At each Annual General Meeting all those Directors who were elected or last re-elected at or before the Annual General Meeting held in the third calendar
year before the current year shall retire from office by rotation. A retiring Director shall be eligible for re-election.



|80 | Re-election of retiring Director
|-- | --------------------------------



The Company at the meeting at which a Director retires under any provision of these Articles may by ordinary resolution fill the office being vacated by
electing thereto the retiring Director or some other person eligible for election. In default the retiring Director shall be deemed to have been re-elected except in any of the following cases:



| | (a) | where at such meeting it is expressly resolved not to fill such office or a resolution for the re-election of such Director is put to the meeting and lost;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | where such Director has given notice in writing to the Company that he is unwilling to be re-elected; or
| | --- | --------------------------------------------------------------------------------------------------------



| | (c) | where the default is due to the moving of a resolution in contravention of Article 82; or
| | --- | -----------------------------------------------------------------------------------------



| | (d) | where such Director has attained any retiring age applicable to him as Director.
| | --- | --------------------------------------------------------------------------------



|81 | Time of Re-election
|-- | -------------------



A retirement under any provision of these Articles shall not have effect until the conclusion of the meeting except where a resolution is passed to elect
some other person in the place of the retiring Director or a resolution for his re-election is put to the meeting and lost and accordingly a retiring Director who is re-elected or deemed to have been re-elected will continue in office without a
break.



|82 | Election of two or more Directors
|-- | ---------------------------------



A resolution for the election of two or more persons as Directors by a single resolution shall not be moved at any General Meeting unless a resolution
that it shall be so moved has first been agreed to by the meeting without any vote being given against it; and any resolution moved in contravention of this provision shall be void.



|83 | Nomination of Director for election
|-- | -----------------------------------



No person other than a Director retiring at the meeting shall, unless recommended by the Directors for election, be eligible for election as a Director at
any General Meeting unless not less than seven nor more than 42 days (inclusive of the date on which the notice is given) before the date appointed for the meeting there shall have been lodged at the Office notice in writing signed by some member
(other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of his intention to propose such person for election and also notice in writing signed by the person to be proposed of his
willingness to be elected.



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|84 | Election or appointment of additional Director
|-- | ----------------------------------------------



The Company may by ordinary resolution elect, and without prejudice thereto the Directors shall have power at any time to appoint, any person to be a
Director either to fill a casual vacancy or as an additional Director, but so that the total number of Directors shall not thereby exceed the maximum number (if any) fixed by or in accordance with these Articles. Any person so appointed by the
Directors shall hold office only until the next Annual General Meeting and shall then be eligible for election, but shall not be taken into account in determining the number of Directors who are to retire by rotation at such meeting.



|85 | Vacation of office
|-- | ------------------



The office of a Director shall be vacated in any of the following events, namely:



| | (a) | if he shall become prohibited by law from acting as a Director;
| | --- | ---------------------------------------------------------------



| | (b) | if he shall resign by writing under his hand left at the Office or if he shall in writing offer to resign and the Directors shall resolve to accept such offer;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | if he shall have a bankruptcy order made against him or shall compound with his creditors generally or shall apply to the court for an interim order under Section 253 of the
Insolvency Act 1986 in connection with a voluntary arrangement under that Act;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (d) | if in England or elsewhere an order shall be 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 for the appointment of a receiver or other person (by whatever name called) to exercise powers with respect to his property or affairs;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (e) | if he shall be absent from meetings of the Directors for six months without leave and the Directors shall resolve that his office be vacated; or
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------



| | (f) | if a notice in writing is served upon him, signed by all his co-Directors for the time being, to the effect that his office as Director shall on receipt of such notice be vacated,
but so that if he holds an appointment to an executive office which thereby automatically determines such removal shall be deemed an act of the Company and shall have effect without prejudice to any claim for damages for breach of any contract of
service between him and the Company.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|86 | Removal of Director
|-- | -------------------



The Company may in accordance with and subject to the provisions of the Statutes by ordinary resolution of which special notice has been given remove any
Director from office (notwithstanding any provision of these Articles or of any agreement between the Company and such Director, but without prejudice to any claim he may have for damages for breach of any such agreement) and elect another person in
place of a Director so removed from office and any person so elected shall be treated for the purpose of determining the time at which he or any other Director is to retire by rotation as if he had become a Director on the day on which the Director
in whose place he is elected was last elected a Director. In default of such election the vacancy arising upon the removal of a Director from office may be filled as a casual vacancy.



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MEETINGS AND PROCEEDINGS OF DIRECTORS



|87 | Convening of meetings of Directors
|-- | ----------------------------------



|87.1 | Subject to the provisions of these Articles the Directors may meet together for the despatch of business, adjourn and otherwise regulate their proceedings as they think fit.
At any time any Director may, and the Secretary at the request of a Director shall, summon a meeting of the Directors. Notice of a meeting of Directors to any Director for the time being absent from the United Kingdom, or otherwise unobtainable,
shall be deemed to have been given if sent to the address (if any) supplied by such Director for that purpose. Failure on the part of any Director to provide an address for service of notice of meetings shall not affect the validity of a meeting.
Any Director may waive notice of any meeting and any such waiver may be retroactive.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|87.2 | A meeting of the Directors or of a committee appointed in accordance with Article 97 may consist of a conference between Directors who are not all in one place, but of whom
each is able (directly or by telephonic communication) to speak to each of the others, and to be heard by each of the others simultaneously; and the word meeting, when used in relation to Directors, in these Articles shall be construed
accordingly. A Director taking part in such a conference shall be deemed to be present in person at the meeting and shall be entitled to vote or be counted in a quorum accordingly.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|88 | Quorum
|-- | ------



The quorum necessary for the transaction of business of the Directors may be fixed from time to time by the Directors and unless so fixed at any other
number shall be three. A meeting of the Directors at which a quorum is present shall be competent to exercise all powers and discretions for the time being exercisable by the Directors.



|89 | Chairman
|-- | --------



|89.1 | The Directors may elect from their number a Chairman, a Deputy Chairman and a Vice Chairman (or two or more Deputy Chairmen or Vice Chairmen) and determine the period for
which each is to hold office. If no Chairman, Deputy Chairman or Vice Chairman shall have been appointed or if at any meeting of the Directors no Chairman, Deputy Chairman or Vice Chairman shall be present within five minutes after the time
appointed for holding the meeting, the Directors present may choose one of their number to be chairman of the meeting.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|89.2 | If at any time there is more than one Deputy Chairman or one Vice Chairman the right in the absence of the Chairman to preside at a meeting of the Directors or of the Company
shall be determined as between the Deputy Chairmen and Vice Chairmen present (if more than one) by seniority in length of appointment or otherwise as resolved by the Directors.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|90 | Casting vote
|-- | ------------



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



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|91 | Number of Directors below minimum
|-- | ---------------------------------



The continuing Directors may act notwithstanding any vacancies, but if and so long as the number of Directors is reduced below the minimum number fixed by
or in accordance with these Articles the continuing Directors or Director may act for the purpose of filling such vacancies or of summoning General Meetings, but not for any other purpose. If there be no Directors or Director able or willing to act,
then any two members may summon a General Meeting for the purpose of appointing Directors.



|92 | Written resolutions
|-- | -------------------



A resolution in writing signed by all the Directors for the time being in the United Kingdom and entitled to vote thereon (being not less in number than a
quorum for meetings of the Directors) shall be as valid and effectual as a resolution duly passed at a meeting of the Directors and may consist of several documents in the like form each signed by one or more Directors.



|93 | Validity of proceedings
|-- | -----------------------



All acts done by any meeting of Directors, or of any committee or sub-committee of the Directors, or by any person acting as a Director or as a member of
any such committee or sub-committee, shall as regards all persons dealing in good faith with the Company, notwithstanding that there was some defect in the appointment of any of the persons acting as aforesaid, or that any such persons were
disqualified or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director or member of the committee or sub-committee and had been entitled to
vote.



DIRECTORS INTERESTS



|94 | Directors may have interests
|-- | ----------------------------



Subject to the provisions of the Statutes, and provided that he has disclosed to the Directors the nature and extent of any interest of his, a Director
notwithstanding his office:



| | (a) | may be a party to, or otherwise interested in, any contract, transaction or arrangement with the Company or in which the Company is otherwise interested;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | may be a director or other officer of, or employed by, or a party to any contract, transaction or arrangement with, or otherwise interested in, any body corporate promoted by the
Company or in which the Company is otherwise interested;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | may (or any firm of which he is a partner, employee or member may) act in a professional capacity for the Company (other than as Auditor) and be remunerated therefor; and
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (d) | shall not, save as otherwise agreed by him, be accountable to the Company for any benefit which he derives from any such contract, transaction or arrangement or from any such office
or employment or from any interest in any such body corporate or for such remuneration and no such contract, transaction or arrangement shall be liable to be avoided on the grounds of any such interest or benefit.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|95 | Restrictions on voting
|-- | ----------------------



|95.1 | Save as herein provided, a Director shall not vote in respect of any contract or arrangement or any other proposal whatsoever in which he has any 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 not entitled to vote.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|95.2 | Subject to the provisions of the Statutes, 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 security, guarantee or indemnity in respect of (i) money lent or obligations incurred by him at the request of or for the benefit of the Company or any of its
subsidiary undertakings or (ii) a debt or other 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;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | any proposal concerning an offer of shares or debentures or other 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;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | any proposal concerning any other body corporate in which he is interested, directly or indirectly and whether as an officer or shareholder or otherwise, provided that he (together
with persons connected with him within the meaning of Section 346 of the Act) does not have an interest (as that term is used in Sections 198 to 211 of the Act) in one per cent or more of the issued shares of any class of such body corporate (or of
any third company through which his interest is derived) or of the voting rights available to members of the relevant body corporate (any such interest being deemed for the purpose of this Article to be a material interest in all circumstances);
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (d) | any proposal concerning the adoption, modification or operation of a superannuation fund, retirement, death or disability benefits scheme or employees share scheme under any
proposal relating to an arrangement for the benefit of the employees of the Company or any of its subsidiary undertakings which does not award him any privilege or benefit not generally awarded to the employees to whom such arrangement relates; and
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (e) | any proposal concerning insurance which the Company proposes to maintain or purchase for the benefit of Directors or for the benefit of persons who include Directors provided that
for the purposes of this sub-paragraph insurance shall mean only insurance against liability incurred by a Director in respect of any act or omission by him referred to in Article 140.2 or any other insurance which the Company is empowered to
purchase and/or maintain for or for the benefit of any groups of persons consisting of or including Directors.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|95.3 | 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, the proposals may be divided and considered in relation to each Director separately and in such case each of the Directors concerned (if not debarred from
voting under paragraph 95.2(c) above) shall be
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment.
| | -------------------------------------------------------------------------------------------------------------------------



|95.4 | If a question arises at any time as to the materiality of a Directors interest or as to his entitlement 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 interest
of such Director has not been fairly disclosed.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|95.5 | The Company may by ordinary resolution suspend or relax the provisions of this Article to any extent or ratify any transaction not duly authorised by reason of a
contravention of this Article.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|96 | Directors interests - general
|-- | ------------------------------



For the purposes of the two preceding Articles:



| | (a) | a general notice given to the Directors that a Director is to be regarded as having an interest of the nature and extent specified in the notice in any contract, transaction or
arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that the Director has an interest in any such contract, transaction or arrangement of the nature and extent so specified;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | an interest of a person who is connected (within the meaning of Section 346 of the Act) with a Director shall be treated as an interest of the Director; and
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | an interest (whether of his or of such a connected person) of which a Director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated
as an interest of his.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



COMMITTEES OF THE
DIRECTORS



|97 | Appointment and constitution of committees
|-- | ------------------------------------------



The 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 the payment of remuneration to or the conferring of any other benefit on all or any of the Directors) to committees. Any such committee shall, unless the Directors otherwise resolve, have power to sub-delegate
to sub-committees any of the powers or discretions delegated to it. Any such committee or sub-committee shall consist of one or more Directors and (if thought fit) one or more other named person or persons and/or the holder or holders from time to
time of one or more offices to be co-opted as hereinafter provided. Insofar as any such power or discretion is delegated to a committee or sub-committee, any reference in these Articles to the exercise by the Directors of the power or discretion so
delegated shall be read and construed as if it were a reference to the exercise thereof by such committee or sub-committee. Any committee or sub-committee so formed shall in the exercise of the powers so delegated conform to any regulations which
may from time to time be imposed by the Directors. Any such regulations may provide for or authorise the co-option to the committee or sub-committee of persons other than Directors and may provide for members who are not Directors to have voting
rights as members of the committee or sub-committee but so that (a) the number of members who are not Directors shall be less than one-half of the total number of members of the committee or sub-committee and (b) no resolution of the committee or



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sub-committee shall be effective unless a majority of the members of the committee or sub-committee present throughout the meeting are Directors.



|98 | Proceedings of committee meetings
|-- | ---------------------------------



Save that the quorum necessary for the transaction of the business of any such committee shall be two the meetings and proceedings of any such committee
or sub-committee consisting of two or more persons shall be governed with any changes that may be necessary by the provisions of these Articles regulating the meetings and proceedings of the Directors, so far as the same are not superseded by any
regulations made by the Directors under the last preceding Article.



POWERS OF DIRECTORS



|99 | General powers
|-- | --------------



The business and affairs of the Company shall be managed by the Directors, who may exercise all such powers of the Company as are not by the Statutes or
by these Articles required to be exercised by the Company in General Meeting subject nevertheless to any regulations of these Articles, to the provisions of the Statutes and to such regulations as may be prescribed by special resolution of the
Company, but no regulation so made by the Company shall invalidate any prior act of the Directors which would have been valid if such regulation had not been made. The general powers given by this Article shall not be limited or restricted by any
special authority or power given to the Directors by any other Article.



|100 | Local boards
|--- | ------------



The Directors may establish any local boards or agencies for managing any of the affairs of the Company, either in the United Kingdom or elsewhere, and
may appoint any persons to be members of such local boards, or any managers or agents, and may fix their remuneration, and may delegate to any local board, manager or agent any of the powers, authorities and discretions vested in the Directors, with
power to sub-delegate, and may authorise the members of any local boards, or any of them, to fill any vacancies therein, and to act notwithstanding vacancies, and any such appointment or delegation may be made upon such terms and subject to such
conditions as the Directors may think fit, and the Directors may 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.



|101 | Appointment of attorney
|--- | -----------------------



The Directors may from time to time and at any time by power of attorney or otherwise appoint any company, firm or person or any fluctuating 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 appointment may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Directors may



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think fit, and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him.



|102 | President
|--- | ---------



The Directors may from time to time elect a President of the Company and may determine the period for which he shall hold office. Such President may be
either honorary or paid such remuneration as the Directors in their discretion shall think fit, and need not be a Director but shall, if not a Director, be entitled to receive notice of and attend and speak, but not to vote, at all meetings of the
Board of Directors as the Directors in their discretion shall think fit.



|103 | Signature on cheques etc.
|--- | -------------------------



All cheques, promissory notes, drafts, bills of exchange, and other negotiable or transferable 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 Directors shall from time to time by resolution determine.



|104 | Borrowing powers
|--- | ----------------



|104.1 | Subject as hereinafter provided and to the provisions of the Statutes, 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 or parts thereof, and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|104.2 | 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 and includes 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 any ordinary resolution of
the Company, exceed an amount equal to two times the Adjusted Capital and Reserves.
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|104.3 | For the purpose of the foregoing limit the monies borrowed by the Group means at any material time the aggregate amount of all obligations of the Group for financial
indebtedness which in accordance with the accounting principles and practices applied in the latest available audited consolidated balance sheet are treated as borrowings net of cash and short term deposits (in each case, translated into Sterling,
if necessary, by reference to a rate of exchange determined by the auditors) but excluding any such obligations to any other member of the Group (and so that no amount shall be included or excluded more than once) but shall be deemed not to include:
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) | a proportion of the monies borrowed by any partly owned member of the Group equal to the proportion of its issued equity share capital not directly or indirectly attributable to the
Company; or
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | (b) | amounts borrowed by a company which becomes a member of the Group and which are outstanding at the date when it becomes a member of the Group, for a period of 12 months from the
date on which it becomes a member of the Group; or
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | amounts borrowed for the purposes of repaying within six months the whole or any part of monies borrowed by any member of the Group pending their application for such purpose within
such period; or
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (d) | any obligations in respect of gold or other precious metals consignment stocks.
| | --- | -------------------------------------------------------------------------------



|104.4 | In this Article the expression Adjusted Capital and Reserves means at any material time a sum equal to the aggregate of:
|----- | --------------------------------------------------------------------------------------------------------------------------



| | 104.4.1 | the amount paid up on the issued share capital of the Company; and
| | ------- | ------------------------------------------------------------------



| | 104.4.2 | the amount standing to the credit of the capital and revenue reserves of the Company and its subsidiary undertakings (including any share premium account or capital
redemption reserve) after adding thereto or deducting therefrom any balance to the credit or debit of profit and loss account;
| | ------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



all based on the latest available audited consolidated balance sheet of the Company and its subsidiary undertakings but after:



| | (i) | making such adjustments as may be necessary and appropriate in respect of any variation in the amount of such paid up share capital or any such reserves subsequent to the relevant
balance sheet date; and
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | any distributions declared recommended or made by the Company or its subsidiary undertakings (otherwise than attributable directly or indirectly to the Company) out of profits
earned up to and including the date of the latest audited balance sheet of the Company or subsidiary undertaking (as the case may be) to the extent that such distribution is not provided for in such balance sheet;
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | making such adjustments as may be appropriate in respect of any variation in the interests of the Company in its subsidiary undertakings and the acquisitions and disposal of assets
since the date of the latest audited balance sheet of the Company;
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iv) | excluding minority interests in subsidiary undertakings;
| | ---- | --------------------------------------------------------



| | (v) | including the amount of goodwill that would have remained on such balance sheet as at the date thereof if all goodwill had been carried on the balance sheet as an asset and
amortised over 20 years, or such shorter or longer period, as determined by the Company, as may be in accordance with generally accepted accounting practice in the United Kingdom from time to time, such amount to be certified by the Companys
Auditors.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



If in any case the latest available
audited balance sheet of the Company or any of its subsidiary undertakings has been prepared on a basis not being in substance a historic cost basis then all such adjustments shall be made therein as in the opinion of the Auditors are appropriate to
bring such balance sheet into line with the accounting bases and principles which were applied in relation to the last audited balance sheet of the Company or, as the case may be, the subsidiary undertaking concerned prepared on a historic cost
basis and the



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balance sheet as so adjusted shall be treated as the latest available audited balance sheet for the purposes aforesaid.



The determination of the Auditors as to the amount of the Adjusted Capital
and Reserves at any time shall be conclusive and binding on all concerned and for the purposes of their computation the Auditors may at their discretion make such further or other adjustments (if any) as they think fit. Nevertheless for the purposes
of this Article the Directors may act in reliance on a bona fide estimate of the amount of the Adjusted Capital and Reserves at any time and if in consequence the limit hereinbefore contained is inadvertently exceeded an amount of borrowed monies
equal to the excess may be disregarded until the expiration of three months after the date which by reason of a determination of the Auditors or otherwise the Directors became aware that such a situation has or may have arisen.



|104.5 | No person dealing with the Company or any of its subsidiary undertakings shall be concerned to see or enquire whether the said limit is observed and no debt incurred or
security given in excess of such limit shall be invalid or ineffectual unless the lender or the recipient of the security had, at the time when the debt was incurred or security given, express notice that the said limit had been or would thereby be
exceeded.
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



ALTERNATE DIRECTORS



|105 | Alternate Directors
|--- | -------------------



|105.1 | Any Director may at any time by writing under his hand and deposited at the Office, or delivered at a meeting of the Directors, appoint any person (including another
Director) to be his alternate Director and may in like manner at any time terminate such appointment. Such appointment, unless previously approved by the Directors or unless the appointee is another Director, shall have effect only upon and subject
to being so approved.
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|105.2 | The appointment of an alternate Director shall determine on the happening of any event which if he were a Director would cause him to vacate such office or if his appointor
ceases to be a Director, otherwise than by retirement at a General Meeting at which he is re-elected.
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|105.3 | An alternate Director shall (except when absent from the United Kingdom) be entitled to receive notices of meetings of the Directors and shall be entitled to attend and vote
as a Director at any such meeting at which the Director appointing him is not personally present and generally at such meeting to perform all functions of his appointor as a Director and for the purposes of the proceedings at such meeting the
provisions of these Articles shall apply as if he (instead of his appointor) were a Director. If he shall be himself a Director or shall attend any such meeting as an alternate for more than one Director, his voting rights shall be cumulative but he
shall not be counted more than once for the purposes of the quorum. If his appointor is for the time being absent from the United Kingdom or temporarily unable to act through ill health or disability his signature to any resolution in writing of the
Directors shall be as effective as the signature of his appointor. To such extent as the Directors may from time to time determine in relation to any committees of the Directors (or sub-committees thereof) the foregoing provisions of this paragraph
shall also apply with the necessary changes to any meeting of any such committee or sub-committee of which his appointor is a member. An alternate Director shall not (save as aforesaid) have power to act as a Director, nor shall he be deemed to be a
Director for the purposes of these Articles, nor shall he be deemed to be the agent of his appointor.
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|105.4 | An alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements or transactions and to be repaid expenses and to be
indemnified to the same extent with the necessary changes as if he were a Director but he shall not be entitled to receive from the Company in respect of his appointment as alternate Director any remuneration except only such part (if any) of the
remuneration otherwise payable to his appointor as such appointor may by notice in writing to the Company from time to time direct.
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



SECRETARY



|106 | Secretary
|--- | ---------



The Secretary shall be appointed by the Directors on such terms and for such period as they may think fit. Any Secretary so appointed may at any time be
removed from office by the Directors, but without prejudice to any claim for damages for breach of any contract of service between him and the Company. If thought fit two or more persons may be appointed as Joint Secretaries. The Directors may also
appoint from time to time on such terms as they may think fit one or more Deputy and/or Assistant Secretaries.



THE SEAL



|107 | The Seal
|--- | --------



|107.1 | The Directors shall provide for the safe custody of the Seal and any Securities Seal and neither shall be used without the authority of the Directors or of a committee
authorised by the Directors in that behalf. The Securities Seal shall be used only for sealing shares, debentures or other securities (including options) issued by the Company and documents creating or evidencing securities so issued. Any such
securities or documents sealed with the Securities Seal shall not require to be signed.
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|107.2 | Every instrument to which the Seal shall be affixed (other than a certificate for or evidencing shares, debentures or other securities (including options) issued by the
Company) shall be signed autographically by one Director and the Secretary or by two Directors.
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|107.3 | The Company may exercise the powers conferred by the Statutes with regard to having an official seal for use abroad and such powers shall be vested in the Directors.
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



|107.4 | 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 which makes it clear on its face that it is intended to have effect as a deed shall be so signed without the authority of the Directors or of a committee authorised by the Directors in that behalf.
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



AUTHENTICATION OF DOCUMENTS



|108 | Authentication of documents
|--- | ---------------------------



Any Director or the Secretary or any person appointed by the Directors for the purpose shall have power to authenticate any document affecting the
constitution of the Company and any resolution passed at a shareholders meeting or at a meeting of the Directors or any committee (or any sub-committee of any such committee), and any book, record, document or account



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relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies or extracts; and where any book, record, document
or account is elsewhere than at the Office the local manager or other officer of the Company having the custody thereof shall be deemed to be a person appointed by the Directors as aforesaid. A document purporting to be a copy of any such
resolution, or an extract from the minutes of any such meeting, which is certified as aforesaid shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or, as
the case may be, that any minute so extracted is a true and accurate record of proceedings at a duly constituted meeting.



RESERVES



|109 | Establishment of reserves
|--- | -------------------------



The Directors may from time to time set aside out of the profits of the Company and carry to reserve such sums as they think proper which, at the
discretion of the Directors, shall be applicable for any purpose to which the profits of the Company may properly be applied and pending such application may either be employed in the business of the Company or be invested. 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 special funds into which the reserve may have been divided. The Directors may also without placing the same to reserve
carry forward any profits. In carrying sums to reserve and in applying the same the Directors shall comply with the provisions of the Statutes.



|110 | Business bought as from past date
|--- | ---------------------------------



Subject to the provisions of the Statutes, where any asset, business or property is bought by the Company as from a past date the profits and losses
thereof as from such date may at the discretion of the Directors in whole or in part be carried to revenue account and treated for all purposes as profits or losses of the Company. Subject as aforesaid, if any shares or securities are purchased cum
dividend or interest, such dividend or interest may at the discretion of the Directors be treated as revenue, and it shall not be obligatory to capitalise the same or any part thereof.



DIVIDENDS



|111 | Final dividends
|--- | ---------------



The Company may by ordinary resolution declare dividends but no such dividend shall exceed the amount recommended by the Directors.



|112 | Fixed and interim dividends
|--- | ---------------------------



If and so far as in the opinion of the Directors the profits of the Company justify such payments, the Directors may pay the fixed dividends on any class
of shares carrying a fixed dividend expressed to be payable on fixed dates on the half-yearly or other dates prescribed for the payment thereof and may also from time to time pay interim dividends on shares of any class of such amounts and on such
dates and in respect of such periods as they think fit. Provided the Directors act in good faith they shall not incur any liability to the holders of any



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shares for any loss they may suffer by the lawful payment, on any other class of shares having rights ranking after or equally with those shares, of any such
fixed or interim dividend as aforesaid.



|113 | Distribution in kind
|--- | --------------------



The Company may upon the recommendation of the Directors by ordinary resolution direct payment of a dividend in whole or in part by the distribution of
specific assets (and in particular of paid-up shares or debentures of any other company) and the Directors shall give effect to such resolution. 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, may fix the value for distribution of such specific assets or any part thereof, may determine that cash shall be paid to any member upon the footing of the value so fixed in order
to adjust the rights of members and may vest any assets in trustees.



|114 | No dividend except out of profits
|--- | ---------------------------------



No dividend shall be paid otherwise than out of profits available for distribution under the provisions of the Statutes.



|115 | Ranking of shares for dividend
|--- | ------------------------------



Unless and to the extent that the rights attached to any shares or the terms of issue thereof otherwise provide, all dividends shall (as regards any
shares not fully paid throughout the period in respect of which the dividend is paid) be apportioned and paid proportionately according to the amounts paid on the shares during any portion or portions of the period in respect of which the dividend
is paid. For the purposes of this Article no amount paid on a share in advance of calls shall be treated as paid on the share.



|116 | Manner of payment of dividends
|--- | ------------------------------



|116.1 | Any dividend or other monies payable on or in respect of a share shall be paid to the member or to such other person as the member (or, in the case of joint holders of a
share, all of them) may in writing direct. Such dividend or other monies may be paid (i) by cheque sent by post to the payee or, where there is more than one payee, to any one of them, or (ii) by inter-bank transfer to such account as the payee or
payees shall in writing direct, or (iii) using the facilities of a Relevant System, or (iv) by such other method of payment as the member (or in the case of joint holders of a share, all of them) may agree to. Every such cheque shall be sent at the
risk of the person or persons entitled to the money represented thereby, and payment of a cheque by the banker upon whom it is drawn, and any transfer or payment within (ii) or (iii) above shall be a good discharge to the Company.
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|116.2 | Subject to the provisions of these Articles and to the rights attaching to any shares, any dividend or other monies payable on or in respect of a share may be paid in such
currency as the Directors may determine, using such exchange rate for currency conversions as the Directors may select.
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|116.3 | The Company may cease to send any cheque, warrant or order by post for any dividend on any shares which is normally paid in that manner if in respect of at
least two consecutive dividends payable on those shares the cheque, warrant or order has been returned undelivered or remains uncashed but, subject to the provisions of these Articles, shall
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | recommence sending cheques, warrants or orders in respect of the dividends payable on those shares if the holder or person entitled by transmission claims
the arrears of dividend and does not instruct the Company to pay future dividends in some other way.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|116.4 | Where the amount payable by way of dividend to a shareholder in respect of a holding of shares at any time is not a whole number of pence, such dividend shall be rounded down
to the nearest whole number and only that amount shall be payable by way of dividend. Any fractional amounts shall be retained by the Company.
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|117 | Joint holders
|--- | -------------



If two or more persons are registered as joint holders of any share, or are entitled jointly to a share in consequence of the death or bankruptcy of the
holder or otherwise by operation of law, any one of them may give effectual receipts for any dividend or other monies payable or property distributable on or in respect of the share.



|118 | Record date for dividends
|--- | -------------------------



Any resolution for the declaration or payment of a dividend on shares of any class, whether a resolution of the Company in General Meeting or a resolution
of the Directors, may specify that the same shall be payable to the persons registered as the holders of such shares at the close of business on a particular date, notwithstanding that it may be a date prior to that on which the resolution is
passed, and thereupon the dividend shall be payable to them in accordance with their respective holdings so registered, but without prejudice to the rights as between themselves in respect of such dividend of transferors and transferees of any such
shares.



|119 | No interest on dividends
|--- | ------------------------



No dividend or other monies payable on or in respect of a share shall bear interest as against the Company.



|120 | Retention of dividends
|--- | ----------------------



|120.1 | The Directors may retain any dividend or other monies payable on or in respect of a share on which the Company has a lien and may apply the same in or towards satisfaction of
the monies payable to the Company in respect of that share.
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|120.2 | The Directors may retain the dividends payable upon shares in respect of which any person is under the provisions as to the transmission of shares hereinbefore contained
entitled to become a member, or which any person is under those provisions entitled to transfer, until such person shall become a member in respect of such shares or shall transfer the same.
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|121 | Unclaimed dividend
|--- | ------------------



The payment by the Directors of any unclaimed dividend or other monies payable on or in respect of a share into a separate account shall not constitute
the Company a trustee in respect thereof and any dividend unclaimed after a period of 12 years from the date on which such dividend was declared shall be forfeited and shall revert to the Company.



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|122 | Waiver of dividend
|--- | ------------------



The waiver in whole or in part of any dividend on any share by any document (whether or not executed as a deed) 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.



CAPITALISATION OF PROFITS AND
RESERVES



|123 | Capitalisation of profits and reserves
|--- | --------------------------------------



|123.1 | The Directors may, with the sanction of an ordinary resolution of the Company, capitalise any sum standing to the credit of any of the Companys reserve accounts
(including any share premium account, capital redemption reserve or other undistributable reserve) or any sum standing to the credit of profit and loss account.
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|123.2 | Such capitalisation shall be effected by appropriating such sum to the holders of ordinary shares on the Register at the close of business on the date of the resolution (or
such other date as may be specified therein or determined as therein provided) in proportion to their then holdings of ordinary shares and applying such sum on their behalf in paying up in full unissued ordinary shares (or, subject to any special
rights previously conferred on any shares or class of shares for the time being issued, unissued shares of any other class not being redeemable shares) for allotment and distribution credited as fully paid-up to and amongst them as bonus shares in
the proportion aforesaid.
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|123.3 | The Directors may do all acts and things considered necessary or expedient to give effect to any such capitalisation, with full power to the Directors to make such provisions
as they think fit for any fractional entitlements which would arise on the basis aforesaid (including provisions whereby fractional entitlements are disregarded or the benefit thereof accrues to the Company rather than to the members concerned). The
Directors may authorise any person to enter on behalf of all the members interested 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.
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



SCRIP
DIVIDENDS



|124 | Scrip Dividends
|--- | ---------------



With the prior approval of an ordinary resolution of the Company passed at any general meeting the Directors may, in respect of any dividend proposed to
be paid or declared at that General Meeting or at any time prior to or at the fifth Annual General Meeting following, offer holders of ordinary shares the right to elect to receive in place of such dividend (or part thereof) an allotment of
additional ordinary shares credited as fully paid. In any such case the following provisions shall apply:



|124.1 | the basis of allotment shall be determined by the Directors so that, as nearly as may be considered convenient, the value (calculated by reference to the
average quotation) of the additional ordinary shares to be allotted in place of any amount of dividend shall equal such amount. For such purpose the average quotation of an ordinary share shall be the average of
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | the middle market quotations of the ordinary shares on the London Stock Exchange, as derived from the Daily Official List, on each of the first five business
days on which the ordinary shares are quoted ex the relevant dividend;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|124.2 | if the Directors determine to offer such right of election on any occasion they shall give notice in writing to the ordinary shareholders of the right of election offered to
them and shall issue forms of election and shall specify the procedures to be followed in order to exercise such right; the Directors may also offer to ordinary shareholders the right to elect to receive ordinary shares instead of cash both in
respect of the relevant dividend and in respect of future dividends not yet declared or resolved (and accordingly in respect of which the basis of allotment shall not have been determined) and shall specify the procedures to be followed in order to
exercise, vary or revoke such a right of election;
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|124.3 | the dividend (or that part of the dividend in respect of which a right of election has been accorded) shall not be payable on ordinary shares in respect whereof the share
election has been duly exercised (the elected ordinary shares), and in place thereof additional shares (but not any fraction of a share) shall be allotted to the holders of the elected ordinary shares on the basis of allotment determined
as aforesaid. For such purpose the Directors shall capitalise, out of such of the sums standing to the credit of reserves (including any share premium account or capital redemption reserve fund) or profit and loss account as the Directors may
determine, a sum equal to the aggregate nominal amount of additional ordinary shares to be allotted on such basis and shall apply the same in paying up in full the appropriate number of unissued ordinary shares for allotment and distribution to and
amongst the holders of the elected ordinary shares on such basis;
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|124.4 | the additional ordinary shares so allotted shall rank equally in all respects with the fully-paid ordinary shares then in issue save only as regards participation in the
relevant dividend;
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|124.5 | Article 122 (capitalisation of reserves) shall apply (with the necessary changes) to any capitalisation made pursuant to this Article;
|----- | --------------------------------------------------------------------------------------------------------------------------------------



|124.6 | the Directors may on any occasion determine that rights of election shall not be made available to holders of ordinary shares with registered addresses in any territory where
in the absence of a registration statement or other special formalities the circulation of an offer of rights of election would or might be unlawful, and in such event the provisions aforesaid shall be read and construed subject to such
determination; and
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|124.7 | in relation to any particular proposed dividend the Directors may in their absolute discretion withdraw the offer previously made to holders of ordinary shares to elect to
receive additional ordinary shares in place of the cash dividend (or part thereof) at any time prior to the allotment of the additional ordinary shares.
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



This Article shall authorise the Directors to offer rights of election in respect of any dividend declared or proposed after
the date of adoption of this Article and at or prior to the Annual General Meeting in 1995.



ACCOUNTS



|125 | Accounting records
|--- | ------------------



Accounting records sufficient to show and explain the Companys transactions and otherwise complying with the Statutes shall be kept at the Office,
or at such other place as the Directors



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think fit, and shall always be open to inspection by the officers of the Company. Subject as aforesaid no member of the Company or other person shall have
any right of inspecting any account or book or document of the Company except as conferred by statute or ordered by a court of competent jurisdiction or authorised by the Directors.



|126 | Copies of accounts for members
|--- | ------------------------------



A copy of every balance sheet and profit and loss account which is to be laid before a General Meeting of the Company (including every document required
by law to be comprised therein or attached or annexed thereto) shall not less than 21 days before the date of the meeting be sent to every member of, and every holder of debentures of, the Company and to every other person who is entitled to receive
notices of meetings from the Company under the provisions of the Statutes or of these Articles Provided that this Article shall not require a copy of these documents to be sent to any member to whom a summary financial statement is sent in
accordance with the Statutes nor to more than one of joint holders nor to any person of whose address the Company is not aware, but any member or holder of debentures to whom a copy of these documents has not been sent shall be entitled to receive a
copy free of charge on application at the Office. To the extent permitted by the Statutes and agreed by the member, the documents referred to in this Article may be sent by electronic communication.



AUDITORS



|127 | Validity of Auditors acts
|--- | --------------------------



Subject to the provisions of the Statutes, all acts done by any person acting as an Auditor shall, as regards all persons dealing in good faith with the
Company, be valid, notwithstanding that there was some defect in his appointment or that he was at the time of his appointment not qualified for appointment or subsequently became disqualified.



|128 | Auditors right to attend General Meetings
|--- | ------------------------------------------



An Auditor shall be entitled to attend any General Meeting and to receive all notices of and other communications relating to any General Meeting which
any member is entitled to receive and to be heard at any General Meeting on any part of the business of the meeting which concerns him as Auditor.



NOTICES



|129 | Service of notices
|--- | ------------------



|129.1 | Any notice or document (including a share certificate) may be served on or delivered to any member by the Company either personally or by sending it by post in a pre-paid
cover addressed to such member 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 as his address for the service of notices, or
by delivering it to such address addressed as aforesaid. In the case of a member registered on a branch register any such notice or document may be posted either in the United Kingdom or in the territory in which such branch register is maintained.
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|129.2 | Where a notice or other document is served or sent by post, service or delivery shall be deemed to be effected at the expiration of 24 hours (or, where second-class mail is
employed, 48 hours) after the time when the cover containing the same is posted and in proving such service or delivery it shall be sufficient to prove that such cover was properly addressed, stamped and posted.
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|129.3 | Any document or notice which, in accordance with these Articles, may be sent by the Company by electronic communication shall, if so sent, be deemed to be received at 9 a.m.
on the day following that on which it was transmitted. Proof (in accordance with the formal recommendations of best practice contained in the guidance issued by the Institute of Chartered Secretaries and Administrators) that an electronic
communication was sent shall be conclusive evidence of such sending.
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|129.4 | The accidental failure to send, or the non-receipt by any person entitled to, any notice of or other document relating to any meeting or other proceeding shall not invalidate
the relevant meeting or other proceeding.
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|130 | Joint holders
|--- | -------------



Any notice given to that one of the joint holders of a share whose name stands first in the Register in respect of the share shall be sufficient notice to
all the joint holders in their capacity as such. For such purpose a joint holder having no registered address in the United Kingdom and not having supplied an address within the United Kingdom for the service of notices shall be disregarded.



|131 | Deceased and bankrupt members
|--- | -----------------------------



A person entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law upon supplying to the Company such
evidence as the Directors may reasonably require to show his title to the share, and upon supplying also an address within the United Kingdom for the service of notices, shall be entitled to have served upon or delivered to him at such address any
notice or document to which the said member would have been entitled, and such service or delivery shall for all purposes be deemed a sufficient service or delivery of such notice or document on all persons interested (whether jointly with or as
claiming through or under him) in the share. Save as aforesaid any notice or document delivered or sent by post to or left at the address of any member in pursuance of these Articles shall, notwithstanding that such member be then dead or bankrupt
or in liquidation, and whether or not the Company has notice of his death or bankruptcy or liquidation, be deemed to have been duly served or delivered in respect of any share registered in the name of such member as sole or first-named joint
holder.



|132 | Overseas members
|--- | ----------------



Notices or documents to or for a member who (having no registered address within the United Kingdom) has not supplied to the Company an address within the
United Kingdom for the services of notices may be served or delivered by sending it or them by post in a prepaid cover addressed to such member at his registered address.



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|133 | Suspension of postal services
|--- | -----------------------------



If at any time by reason of the suspension or curtailment of postal services within the United Kingdom the Company is unable effectively to convene a
shareholders meeting by notices sent through the post, such 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 entitled thereto on the day
when the advertisement first appears. In any such case the Company shall send confirmatory copies of the notice by post if at least seven days prior to the meeting the posting of notices to addresses throughout the United Kingdom again becomes
practicable.



|134 | Signature of documents
|--- | ----------------------



Where under these Articles a document requires to be signed by a member or other person then, if in the form of an electronic communication, it must to be
valid incorporate the electronic signature or personal identification details (which may be details previously allocated by the Company) of that member or other person, in such form as the Directors may approve, or be accompanied by such other
evidence as the Directors may require to satisfy themselves that the document is genuine. The Company may designate mechanisms for validating any such document, and any such document not so validated by use of such mechanisms shall be deemed not to
have been received by the Company.



|135 | Electronic Communication
|--- | ------------------------



|135.1 | Any member may notify the Company of an address for the purpose of his receiving electronic communications from the Company, and having done so shall be deemed to have agreed
to receive by electronic communication notices and other documents from the Company of the kind to which the address relates. In addition, if a member notifies the Company of his e-mail address, the Company may satisfy its obligation to send him any
notice or other document by:
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) | publishing such notice or other document on a website; and
| | --- | ----------------------------------------------------------



| | (b) | notifying him by e-mail to that e-mail address that such notice or document has been so published, specifying the address of the website on which it has been published, the place on
the website where the notice may be accessed, how it may be accessed and (if the notice relates to a shareholders meeting) stating;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (i) | that the notice concerns a notice of a company meeting served in accordance with the Act;
| | --- | -----------------------------------------------------------------------------------------



| | (ii) | the place, date and time of the meeting;
| | ---- | ----------------------------------------



| | (iii) | whether the meeting is to be an annual or extraordinary general meeting; and
| | ----- | ----------------------------------------------------------------------------



| | (iv) | such other information as the Statutes may prescribe.
| | ---- | -----------------------------------------------------



|135.2 | Any amendment or revocation of a notification given to the Company under this Article shall only take effect if in writing, signed by the member and on actual receipt by the
Company thereof.
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|135.3 | An electronic communication shall not be treated as received by the Company if it is rejected by computer virus protection arrangements.
|----- | ----------------------------------------------------------------------------------------------------------------------------------------



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|136 | Statutory requirements as to notices
|--- | ------------------------------------



Nothing in any of the preceding seven Articles shall affect any requirement of the Statutes that any particular offer, notice or other document be served
in any particular manner.



WINDING UP



|137 | Directors power to petition
|--- | ----------------------------



The Directors shall have power in the name and on behalf of the Company to present a petition to the Court for the Company to be wound up.



|138 | Distribution of assets in kind
|--- | ------------------------------



If the Company shall be wound up (whether the liquidation is voluntary, under supervision, or by the Court) the Liquidator may, with the authority of an
extraordinary resolution, divide among the members in kind or otherwise than in cash the whole or any part of the assets of the Company and whether or not the assets shall consist of property of one kind or shall consist of properties of different
kinds, and may for such purpose set such value as he deems fair upon any one or more class or classes of property 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 authority, vest any part of the assets in trustees upon such trusts for the benefit of members as the Liquidator with the like authority shall think fit, and the liquidation of the Company may be closed and the Company dissolved, but
so that no contributory shall be compelled to accept any shares or other property in respect of which there is a liability.



DESTRUCTION OF DOCUMENTS



|139 | Destruction of documents
|--- | ------------------------



Subject to compliance with the rules (as defined in the CREST Regulations) applicable to shares of the Company in uncertificated form, the Company shall
be entitled to destroy all instruments of transfer or other documents which have 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 and all dividend
mandates and notifications of change of address at any time after the expiration of two years from the date of recording thereof and all share certificates which have been cancelled at any time after the expiration of one year from the date of the
cancellation thereof 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 and
every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and every share certificate so destroyed was a valid and effective certificate duly and properly cancelled and every other document
hereinbefore mentioned so destroyed was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company Provided always that:



| | (a) | the provisions aforesaid shall apply only to the destruction of a document in good faith and without notice of any claim (regardless of the parties thereto) to which the document
might be relevant;
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| | (b) | nothing herein contained 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 other
circumstances which would not attach to the Company in the absence of this Article;
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| | (c) | references herein to the destruction of any document include references to the disposal thereof in any manner.
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INDEMNITY



|140 | Indemnity
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|140.1 | Subject to the provisions of and so far as may be consistent with the Statutes, every Director, Secretary or other officer of the Company shall be indemnified by the Company
out of its own funds against and/or exempted by the Company from all costs, charges, losses, expenses and liabilities incurred by him in the actual or purported execution and/or discharge of his duties and/or the exercise or purported exercise of
his powers and/or otherwise in relation to or in connection with his duties, powers or office including (without prejudice to the generality of the foregoing) any liability incurred by him in defending any proceedings, civil or criminal, which
relate to anything done or omitted or alleged to have been done or omitted by him as an officer or employee of the Company and in which judgment is given in his favour (or the proceedings are otherwise disposed of without any finding or admission of
any material breach of duty on his part) or in which he is acquitted or in connection with any application under any statute for relief from liability in respect of any such act or omission in which relief is granted to him by the Court.
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|140.2 | Without prejudice to paragraph 140.1 above the Directors shall have power to purchase and maintain insurance for or for the benefit of any persons, who are or were at any
time Directors, officers or employees of any Relevant Company (as defined in paragraph 140.3 below) or who are or were at any time trustees of any pension fund or employees share scheme in which employees of any Relevant Company are
interested, including (without prejudice to the generality of the foregoing) insurance against any liability incurred by such persons in respect of any act or omission in the actual or purported execution and/or discharge of their duties and/or in
the exercise or purported exercise of their powers and/or otherwise in relation to their duties, powers or offices in relation to any Relevant Company, or any such pension fund or employees share scheme.
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|140.3 | For the purpose of paragraph 140.2 above Relevant Company shall mean the Company, any holding company of the Company or any other body, whether or not
incorporated, in which the Company or such holding company or any of the predecessors of the Company or of such holding company has or had any interest whether direct or indirect or which is in any way allied to or associated with the Company, or
any subsidiary undertaking of the Company or of such other body.
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